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Missouri-Grandview-11904 South Blue Ridge Extension Lease - J.C. Nichols Co. and Invision

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                           SUMMARY/SIGNATURE PAGE FOR
                                COMMERCIAL LEASE

     THIS COMMERCIAL  LEASE consists of: (i) this  Summary/Signature  Page, (ii)
the 14-page  General  Provisions  of the Lease,  and (iii)  Special  Provisions,
consisting of two (2) pages,  together  with the attached  Corporate or Personal
Guarantees  and Exhibits (if any),  all of which are hereby  incorporated  as an
integral part of this Lease.

CENTER:    GRANDVIEW VILLAGE   in the City of  GRANDVIEW,  State of  MISSOURI.

THIS LEASE IF VOID, UNLESS EXECUTED BY BOTH PARTIES WITHIN TEN (10) DAYS FROM
THE FOLLOWING DATE: JULY 30, 1995.

LANDLORD NAME: J.C. Nichols Company

TENANT NAME:   TED WHITE AND RON TORCHIA d/b/a Invision TYPE OF ENTITY: _______
FEDERAL TAX I.D. OR SOCIAL SECURITY NUMBER(S):_________________________________
TENANT'S HOME OFFICE ADDRESS___________________________________________________

ITEM 1. PREMISES: a retail space known as 11904 So. Blue Ridge Extension, in the
     Grandview  Village  Shopping  Center,   Grandview,   Missouri,   containing
     approximately 4, 085 square feet.

ITEM 2. APPROXIMATE TERM: two (2) YEARS, three (3) MONTHS AND no(0) DAYS.
        POSSESSION DATE: AUGUST 1, 1995
        COMMENCEMENT  DATE:  The EARLIER  of November 1, 1995 or the date Tenant
        opens for business in the Premises.
        EXPIRATION DATE: October 31, 1997

ITEM 3. RENT:  MINIMUM OR BASE RENT:  $1,365.00 PER MONTH FROM COMMENCEMENT DATE
        THROUGH October 31, 1997.
                (SEE SPECIAL PROVISIONS RIDER FOR RENT ABATEMENT)

               PERCENTAGE RENT (IF ANY): NONE percent.

ITEM 4. RECEIPTED SUM: $722.00,  as initial  rent/consideration  for this Lease.
        (Commencing November 1, 1996)

ITEM 5. PERMITTED USE: telephone marketing office

ITEM 7. ESTIMATED  OPERATING  COSTS FOR CALENDAR  YEAR 1995:  $722.00 PER MONTH
        COMMENCING NOVEMBER 1, 1995.

ITEM 8. SECURITY DEPOSIT: $ NONE

ITEM 9. SECTIONS OF THE  GENERAL  PROVISIONS  NOT  APPLICABLE  TO THIS LEASE AND
        THEREFORE DELETED: 4.1, 4.2, 6.1, 6.2, & 7.2.

     IN CONSIDERATION FOR the mutual benefits and obligations  described herein,
the parties have  executed and entered into this Lease by and through their duly
authorized representatives or agents intending to be legally bound.

TENANT:                                LANDLORD
                                       J.C. NICHOLS COMPANY

/s/ Ted White                          By: /s/ Michael T. Shields
---------------------------            ------------------------------------
Ted White                                      Michael T. Shields
                                                 Vice President

/s/ Ron Torchia
---------------------------
Ron Torchia

Date Signed: 8-2-95, 1995.             Date Signed: August 3, 1995.

<PAGE>

                            SPECIAL PROVISIONS RIDER

     The provisions of this Rider are  incorporated  as an integral part of that
certain  Lease dated August 3, 1995,  by and between J.C.  NICHOLS  COMPANY,  as
landlord, and TED WHITE AND RON TORCHIN, as Tenant.

1. RENT ABATEMENT.  (a) Except as otherwise  provided in Subparagraph (b) below,
Tenant  shall pay  Landlord  on the first day of each month,  without  notice or
demand,   $1,365.00  per  month  as  Base  Rent  specified  in  Item  3  of  the
Summary/Signature Page.

     (b)  Notwithstanding  the provisions in Subparagraph (a) above or elsewhere
in this Lease to the  contrary,  no Base Rent shall be payable for the months of
November,  1995,  through and including  October 1996 (the "Abatement  Months");
provided that Tenant shall  arrange to place all utilities  serving the Premises
in its name  effective  on the  earlier  of August 1, 1995,  or the date  Tenant
receives the keys to the Premises; and provided further that Tenant continues to
fulfill all its other obligations under the Lease throughout the term.  However,
the full amount of the Base Rent that would  otherwise be due and payable during
the Abatement Months shall immediately become due and payable at Landlord's sole
option upon the occurrence of any event of default by Tenant under this Lease.

2. TENANT  CONSTRUCTION.  Except for  Landlord's  work  specified in Paragraph 3
below,  Tenant  agrees to take the Premises and all  existing  improvements  and
fixtures in their present  condition,  "AS IS" and without any  improvements  or
modifications of the part of Landlord. Tenant also agrees to perform or contract
for the interior  renovation  and updating of the Premises for Tenant's  use, at
Tenant's  sole cost and expense;  provided  that such work shall comply with all
applicable federal,  state and local codes, statutes and regulations and that no
such renovation work shall be started unless or until: (a) Landlord has approved
in writing  Tenant's  plans and  specifications  for the work (for aesthetic and
non-code  purposes),  (b)  Tenant and its  contractor  and  subcontractors  have
secured  all  necessary  permits  and  approvals  from  the  City of  Grandview,
Missouri,  and other  applicable  governmental  authorities,  and (c) Tenant has
furnished  Landlord  certificates of insurance naming Landlord as and additional
insured and  evidencing  coverage for worker's  compensation  and for  liability
insurance in the minimum sum of FIVE HUNDRED  THOUSAND  DOLLARS  ($500,000)  for
bodily injury and ONE HUNDRED THOUSAND  DOLLARS  ($100,000) for property damage.
Tenant further  covenants that,  except for any good faith dispute,  it will not
permit or suffer the filing of any claim for a mechanic's or materialmen's  lien
against  the  property  and that it will  promptly  pay when due all  bills  and
invoices for labor done and materials  delivered to the Premises.  The filing of
any notice to Landlord of any such lien shall  constitute  a default  under this
Lease,  unless or until  Tenant  secures  its  release  of record (or posts with
Landlord an acceptable surety bond endorsement, letter of credit, or cash in the
minimum amount of 1 1/2 times the amount claimed by the mechanic or materialman)
within sixty (60) days after the filing of any such lien  notice.  In any event,
Tenant shall  defend,  indemnify  and hold  harmless the Landlord from all costs
(including  attorneys' fees) in connection with any and all such lien claims. In
no event and  under no


                                       1
<PAGE>

circumstances  shall  Tenant be deemed to be an agent or partner of Landlord for
purposes of improvements or otherwise.

3.  LANDLORD'S  WORK.  Landlord  shall arrange and pry for the remodeling of the
Premises using building standard materials as follows:

     a)   Install two restrooms in the existing  rough-in  locations  within the
          Premises.
     b)   Paint all existing perimeter walls a white egg color.
     c)   Confirm the  existing air  conditioning  and  electrical  system is in
          working order.

In the event of a default  by Tenant  under  this  Lease,  then the  unamortized
balance of Landlord's costs for such  improvements  [amortized at twelve percent
(12%) per annum  over the  twenty-four  (24)  month  term of this  Lease]  shall
immediately become due and payable by Tenant as Additional Rent, notwithstanding
any other provisions herein.

4.  SIGNAGE.  All  signage  shall be the  responsibility  of Tenant and shall be
subject to Landlord's approval.

5.  BROKERAGE.  Tenant hereby  acknowledges  and understands  that J.C.  Nichols
Company ("Broker") and William P. Service,  Jr., its agent, have represented the
property owner in this  transaction and that they do not (and have not purported
to) represent Tenant in any manner. Landlord hereby agrees to indemnify and hold
Tenant  harmless from all claims for a commission or finder's fee by said Broker
and its agents.  Tenant agrees to indemnify and hold Landlord  harmless from all
other claims for a commission or finder's fee arising from contacts with Tenant.

(Tenant)                               (Landlord)
                                       J.C. NICHOLS COMPANY

/s/ Ted White                          By /s/ Michael T. Shields
-----------------------------          ------------------------------------
Ted White                                     Michael T. Shields
Social Security #    -  -                     Vice President

/s/Ron Torchia
-----------------------------
Ron Torchia
Social Security # 070 40-4401


                                       2
<PAGE>

                                   EXHIBIT A

                                  [FLOOR PLAN]

<PAGE>

                        GENERAL PROVISIONS OF THE LEASE

                               TABLE OF CONTENTS
--------------------------------------------------------------------------------
ARTICLE 1             LOCATION                                                 1
Section 1.1           Premises                                                 1
Section 1.2           Gross Rentable Area                                      1
Section 1.3           Center                                                   1
ARTICLE 2             TERM                                                     1
Section 2.1           Lease Year                                               1
Section 2.2           Early Commencement                                       1
Section 2.3           Delay of Commencement                                    1
ARTICLE 3             RENT                                                     1
Section 3.1           Minimum and Percentage Rents                             1
Section 3.2           Rent Escalation of Minimum or Base Rents                 1
Section 3.3           Payment of Rent                                          1
ARTICLE 4             GROSS SALES                                              2
Section 4.1           Definition                                               2
Section 4.2           Annual Adjustment                                        2
ARTICLE 5             OPERATING COSTS                                          2
Section 5.1           Tenant's Pro Rata Portion                                2
Section 5.2           Types of Expenses                                        2
Section 5.3           Real Estate - Related Expenses                           3
Section 5.4           Special Allocations                                      3
Section 5.5           Operating Cost Exclusions                                3
ARTICLE 6             VERIFICATION OF SALES                                    4
Section 6.1           Records                                                  4
Section 6.2           Reports                                                  4
ARTICLE 7             INITIAL RENT AND SECURITY DEPOSIT                        4
Section 7.1           Receipt of Consideration                                 4
Section 7.2           Security Deposit                                         4
ARTICLE 8             OTHER CHARGES                                            4
Section 8.1           Late Charges and Interest                                4
Section 8.2           Additional Rent                                          5
Section 8.3           Marketing Fund or Merchants' Association                 5
ARTICLE 9             CARE OF PREMISES                                         5
Section 9.1           General Requirments                                      5
Section 9.2           Exterior of Premises                                     5
Section 9.3           Lienable Items                                           5
Section 9.4           Acceptance of Premises                                   5
Section 9.5           Parking and Loading                                      5
Section 9.6           Tenant Construction                                      5
Section 9.7           Signs and Accessories                                    5
ARTICLE 10            MAINTENANCE                                              6
Section 10.1          Interior                                                 6
Section 10.2          Exterior                                                 6
Section 10.3          Public Requirements                                      6
ARTICLE 11            ALTERATIONS AND ACCESS TO PREMISES                       6
Section 11.1          Access to Premises                                       6
Section 11.2          Alterations and Improvements                             6
ARTICLE 12            UTILITES AND SERVICES                                    6
Section 12.1          Utility Payments                                         6
Section 12.2          Metering or Pro Rata Allocations                         6
Section 12.3          Termination of Utilites                                  6
ARTICLE 13            INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION           6
Section 13.1          Liabilty and Worker's Compensation Insurance             6
Section 13.2          Fire and Casualty Insurance                              7
Section 13.3          Other Requirements                                       7
Section 13.4          Tenant's Indemnification                                 7
Section 13.5          Landlord's Indemnification                               7
Section 13.6          Waiver of Subrogation; Limits of Liabilty                7
Section 13.7          Electrical Installations                                 7
Section 13.8          Casualty                                                 7
ARTICLE 14            EXAMINATION OF PREMISES AND LIMITATIONS OF LIABILITY     7
Section 14.1          Examination of Premises                                  7
Section 14.2          Assumption of Risks                                      8
Section 14.3          Tenant's Negligence                                      8
Section 14.4          Other Risks                                              8
ARTICLE 15            ASSIGNMENTS, SUBLEASE OR CHANGE OF MANAGEMENT CONTROL    8
Section 15.1          Consent to Transfer                                      8
Section 15.2          Request for Approval                                     8
Section 15.3          Landlord's Election                                      8
Section 15.4          Noncompliance                                            8
Section 15.5          Assumption of Lease                                      8
Section 15.6          Delay or Refusal                                         8
Section 15.7          Successors; Joint Liability                              9
Section 15.8          Processing Charge                                        9
Section 15.9          Landlord's Comsideration                                 9
ARTICLE 16            USE AND OPERATION                                        9
Section 16.1          Permitted Use                                            9
Section 16.2          Business Hours and Continuous Operation                  9
Section 16.3          Prior Vacation                                          10
ARTICLE 17            BANKRUPTCY AND INSOLVENCY                               10
Section 17.1          Events of Bankruptcy or Insolvency                      10
Section 17.2          Assignment of Lease                                     10
ARTICLE 18            FIXTURES AND PROPERTY REMOVAL                           10
Section 18.1          Tenant's Property                                       10
Section 18.2          Landlord's Property                                     10
ARTICLE 19            LANDLORD'S LIEN, WAIVER AND SECURITY AGREEMENT          11
Section19.1           Landlord's Lien                                         11
Section 19.2          Optional Waiver                                         11
Section 19.3          Non-Waivable Security Interest                          11
ARTICLE 20            EMINENT DOMAIN                                          11
Section 20.1          Effects of Condemnation                                 11
Section 20.2          Awards                                                  11
ARTICLE 21            DEFAULT                                                 11
Section 21.1          Events of Default                                       11
Section 21.2          Remedies                                                12
Section 21.3          Consequential Damages and Other Provisions              12
Section 21.4          Attorneys' Fees                                         12
Section 21.5          Waiver of Jury Trail                                    12
ARTICLE 22            SALE AND MORTGAGE OF THE PREMISES                       12
Section 22.1          Mortgage                                                12
Section 22.2          Sale of Premises                                        12
Section 22.3          Estoppel Certificates                                   13
Section 22.4          Quiet Possession                                        13
ARTICLE 23            NOTICES AND SERVICE                                     13
Section 23.1          Receipt of Notice                                       13
Section 23.2          Consent to Service                                      13
ARTICLE 24            EXPIRATION OR TERMINATION                               13
Section 24.1          Surrender of Premises                                   13
Section 24.2          Holding Over                                            13
Section 24.3          Re-Letting the Premises                                 13
ARTICLE 25            TIME AND FORCE MAJEURE                                  13
Section 25.1          Force Majeure                                           13
Section 25.2          Timely Performance                                      13
ARTICLE 26            REAL ESTATE LEASING COMMISSIONS                         14
Section 26.1          Broker Contacts by Tenant                               14
ARTICLE 27            INTERPRETATION AND CONSTRUCTION                         14
Section 27.1          Reasonable Consents                                     14
Section 27.2          Waiver                                                  14
Section 27.3          No Accord and Satisfaction                              14
Section 27.4          Severability                                            14
Section 27.5          Automatic Termination                                   14
Section 27.6          Survival of Tenant's Obligations                        14
Section 27.7          No Partnership                                          14
Section 27.8          Non-Binding Effects and Amendments                      14
Section 27.9          Headings                                                14
Section 27.10         Entire Agreement; Amendments                            14
Section 27.11         Integration                                             14
                                                                        
<PAGE>

                        GENERAL PROVISIONS OF THE LEASE

                                   Article 1
                                    Location

     Section 1.1. Premises.  Landlord does hereby lease, demise, rent and let to
Tenant the described  Premises,  and Tenant does hereby take and accept the same
subject to the conditions and covenants described herein. The "Premises" consist
of the commercial area within the shopping or business center described below at
the address listed on the Summary/Signature Page of this Lease. The Premises may
be more  particularly  described in drawings (if any) attached  hereto or in the
Special Provisions of the Lease.

     Section 1.2. Gross Rentable Area. The "Gross Rentable Area" of the Premises
shall mean the aggregate  floor areas within the exterior  faces of all exterior
walls, but only to the centerline of any common party walls between two leasable
areas,  including the main floors,  basements,  mezzanines and upper floors,  if
any,  with no reductions or exclusions  for  stairways,  elevators,  escalators,
support columns,  interior  partitions or other improvements or equipment of any
kind. Further, the floor area of any mezzanines  constructed within the Premises
shall be added to said Gross Rentable Area upon completion of construction.  Any
changes in the Gross Rentable Area of the Premises occurring during any calendar
month shall become  effective on the first day of the following month. The Gross
Rentable Area of the Center shall mean all similar areas within the Center owned
by Landlord and constructed for occupancy by tenants.

     Section 1.3.  Center.  For purposes of this Lease,  the "Center" shall mean
the shopping  center,  business park,  commercial  district or other  designated
property owned by Landlord within geographic areas defined by Landlord from time
to time, including (without limitations) all buildings, improvements and parking
facilities  (including any off-site or satellite  parking  facilities),  private
drives,  sidewalks  and alleys [but  excluding  public  streets,  rights-of-way,
utility  lines,  easements and parks to the extent (if any)  maintained by local
public  authorities].  The Center  shall  also  include  any and all  fountains,
statuary,  monument markets and entryways,  towers, kiosks, murals and art works
(if any), together with all private courtyards, lawns, median strips and parks.

                                   Article 2
                                      Term

     Section 2.1. Lease Year.  Except as provided in Sections 2.2 and 2.3 below,
the "Term" of this Lease, the "Commencement  Date" and Expiration Date" shall be
as specified in Item 2 of the Summary/Signature  Page. A "Lease Year" shall mean
the period of twelve (12)  consecutive  months  beginning with the  Commencement
Date and extending to each  anniversary of the  Commencement  Date;  but, if the
Commencement  Date should be any day other than the first day of the month,  the
Lease  Year  shall  begin  on the  first  day of the  following  month,  and the
scheduled  Expiration  Date of this  Lease  shall  always be the last day of the
month.

     Section  2.2.  Early  Commencement.  If for any reason and with  Landlord's
approval  in all  respects  Tenant  should  occupy and open for  business in the
Premises prior to the scheduled Commencement Date, all terms of this Lease shall
then and there take effect,  and the rents and charges  hereunder shall commence
immediately  (prorated  on a daily  basis,  if commenced on a day other than the
first of the month), unless otherwise provided in the Special Provisions of this
Lease.

     Section 2.3. Delay of Commencement. In the event Landlord is unable to give
Tenant possession of the Premises for any reason at the time specified in Item 2
of the Summary/Signature Page of this Lease, then the Commencement Date shall be
postponed and the Term shall be extended  commensurate  with the period of delay
in possession.  Landlord shall determine when the Premises are reasonably  ready
for occupancy, and in no event shall Landlord have any liability for damages (if
any) to  Tenant  on  account  of any  delays  in  delivering  possession  of the
Premises.

                                   Article 3
                                      Rent

     Section 3.1.  Minimum Rents.  For the use and availability of the Premises,
Tenant shall pay Landlord each month throughout the Term of this Lease:

     (a) The Minimum or Base Rents prescribed in Item 3 of the Summary/Signature
Page of this Lease (prorated on a daily basis for any partial month); plus

     (b) The amount (if any) by which the  percentage(s) of Tenant's Gross Sales
of Merchandise  stipulated in Item 3 of the  Summary/Signature  Page exceeds the
Minimum Rent for the applicable period,  subject to annual adjustment based upon
the Lease Year as provided in Section 4.2 below.

     Section 3.2. Rent Escalation of Minimum or Base Rents. (a)

     (b) Upon each  Assignment  of this Lease or Sublease of the  Premises,  the
Minimum  or Base Rents  shall also be  increased  (if  necessary),  so that said
Minimum or Base Rents are no less than eighty  percent (80%) of the aggregate of
the Minimum or Base Rents payable during the pervious Lease Year in any event.

     Section 3.3. Payment of Rent. Tenant shall pay all sums required to be paid
to  Landlord  promptly  without  prior  notice or  demand at the  office of J.C.
Nichols Company, 310 Ward Parkway, Kansas City, Missouri 64112, or at such other
place as Landlord may  designate  from time to time in writing.  Minimum or Base
Rents shall be payable monthly,  in advance, on the Commencement Date and on the
first (1st) day of each successive month throughout the Lease Term. Tenant shall
pay as "Additional  Rent" all other charges or sums of money required to be paid
by Tenant under this Lease.  All sums required to be paid pursuant to this Lease
shall be paid independently of and without regard for any obligation on the part
of  Landlord  and without any right of set-off or  deduction  whatsoever.  Rents
shall be prorated on a daily basis for any partial calendar months.


                                       -1-

<PAGE>

                                   Article 5
                                Operating Costs

     Section 5.1.  Tenant's Pro Rate Portion.  (a) In addition to the Percentage
and  Minimum or Base  Rents,  Tenant  agrees to pay a "Pro Rata  Portion" of the
Operating  Costs of the  Center,  computed  as of  January  1st of each year and
prorated  on a daily  basis for any partial  Lease  Year.  For  purposes of this
Article, the following phrases have the following meanings:

          (i) "Pro  Rata  Portion"  shall  mean  the  percentage  determined  by
     dividing the Gross Rentable Area of the Premises by the Gross Rentable Area
     of the Center; and

          (ii) "Net Costs" shall mean Landlord's costs and expenses  incurred in
     the operation of the Center as described in Section 5.2 below.

     (b) Tenant's Pro Rata Portion of such Operating Costs shall be estimated at
the  beginning  of the  Term  and  annually  thereafter.  Tenant  shall  pay the
estimated Pro Rata Portion in equal monthly  installments on or before the first
day of each month, or within ten (10) days thereafter, throughout the Lease Term
or until notice of a new monthly estimate.  Within sixty (60) days after the end
of each calendar  year,  Landlord  shall  determine its actual Net Costs for the
previous calendar year (and Tenant's Pro Rata Portion thereof) and shall furnish
a copy of such  computations and an itemized  statement of such costs in writing
to Tenant.  If the  estimated  monthly  payments made by Tenant for the previous
calendar  year  exceed  Tenant's  actual  Pro Rata  Portion  of such Net  Costs,
Landlord  shall  rebate the excess to Tenant;  but if  Tenant's  actual Pro Rata
Portion exceeds the estimated  monthly  payments made by Tenant for the previous
calendar  year,  Tenant shall pay the  difference  within thirty (30) days after
annual  adjustment  billing by Landlord.  Tenant's  obligation to pay actual Net
Costs in excess of those  estimated  shall survive the expiration of this Lease,
together with Tenant's  obligation to pay all other accrued sums due  hereunder,
and the accrual of any such excess  actual Net Costs shall  relate back in equal
monthly  installments  over the calendar  year period.  Landlord  shall  provide
Tenant  copies of  supporting  documentation  substantiating  its Net Costs upon
request by Tenant.

     Section 5.2. Types of Expenses.  Landlord will provide for the maintenance,
repair,  operation and management of the Center outside the Premises,  including
all facilities,  improvements and areas determined by Landlord from time to time
to comprise  the  Center.  Tenant  agrees to pay a Pro Rata  Portion of all such
costs (hereafter  referred to as "Operating  Costs") which, for purposes of this
Lease,  shall  include,  but not be limited to, the costs and  expenses of items
such as those described below:

     (a) Snow removal;  maintenance,  repair and  replacement of all parking lot
structures  and  surfaces  (whether  surface  parking or  multi-level  garages),
service areas and courts, including cleaning,  sweeping,  painting, striping and
repaving;  maintenance and repair of sidewalks,  access roads,  pathways,  grass
plots,  plantings,  curbs,  guardrails,  bumpers,  fences,  screens,  monuments,
towers,  markers,  plaques,  murals,  fountains,  statues,  art works,  banners,
flagpoles,  bicycle racks,  decorative  newspaper  vending  racks,  signs of all
kinds, kiosks, traffic signals and other traffic markers;

     (b)  Maintenance,   repair  and  capital  improvement  of  all  structures,
facilities, systems and equipment of the Center, including (without limitation):
(i) the storm sewer and sanitary  drainage systems,  including  disposal plants,
lift stations and  retention  ponds or basins;  (ii)  automatic  sprinkling  and
irrigation  systems;  (iii)  electrical,  gas and waters systems;  (iv) exterior
lighting,  light poles and bulbs,  street lights,  lanterns,  fixtures and other
lighting  systems;  (v) music,  sound and speaker  systems and  equipment;  (vi)
heating,  ventilating  and  air-conditioning  systems;  (vii) security  systems,
vehicles, radios and other equipment; and (viii) paving, curbs, walkways, roofs,
building exteriors, ceilings and structural supports;

     (c) Planting, replanting and replacing flowers, shrubbery, plants, grasses,
trees  and  other  landscaping,  including  those in  walkways,  median  strips,
courtyards and alleys;

     (d)  Maintenance,  operation,  repair,  janitorial  services,  supplies and
utilities for the Center  including,  but not limited to, roofs,  roof flashing,
parking lot control, canopies,  skylights,  walkways, courts, and alleys, signs,
retaining walls, ornaments,  statuary,  planters,  benches,  fountains,  loading
docks,  stairs,  fire  exits,  doors  and  hardware  and  all  other  areas  and
improvements;  and charges for  electricity,  gas,  water and sewer  services to
common areas of the Center;

     (e)  Premiums  for  insurance  coverage  of all kinds,  including,  without
limitation,  liability insurance for personal injury, death and property damage,
including excess liability  coverage (if any);  insurance  against liability for
defamation  and  claims of false  arrest  occurring  in and  about  the  Center;
worker's  compensation;  broad form casualty and all-peril insurance,  which may
include  (without  limitation)  flood  insurance,  glass  insurance,  earthquake
insurance, parking garage insurance, boiler insurance and rent insurance;

     (f) Maintenance and repair of all vehicles, security devices, machinery and
equipment  used in the operation and  maintenance  of the Center and all license
fees, personal property taxes and other charges incurred in connection with such
vehicles, security devices, machinery and equipment,  together with the costs of
employing  personnel  for  security  and parking  control  purposes (if Landlord
elects to provide such services);


                                       -2-
<PAGE>

     (g) Governmental licenses and permit fees of every kind and nature, and all
surcharges and other cost that result from complying with environmental or other
governmental laws, rules, regulations, guidelines or orders;

     (h)  Installing  and operating  music  programs,  services and  loudspeaker
systems,  together  with the  costs of  applicable  dues  and  fees  payable  to
organizations  formed  to  act as  agents  for  songwriters  and  performers  in
enforcing their clients' copyrights;

     (i)  Personnel  salaries  and related  taxes and  employment  benefits  for
on-site property management, security and maintenance employees;

     (j) Users  fees,  taxes,  assessments,  special  assessments,  substitution
taxes,  gross receipts  taxes,  taxes on rents and other  governmental  charges,
whether  levied  by  federal,  state,  county,  municipal  or any  other  taxing
authority,  which are charged against the Center, real property,  street lights,
fixtures,  personal  property,  rents or on the right or  privilege of owning or
leasing  real  estate  or  collecting  rents  thereon,   and  any  other  taxes,
assessments and fees  attributable to the Center or its operation whether now or
hereafter  assessed,  including  (without  limitation)  the other types of taxes
described in Section 5.3 below; and

     (k)  Property  management  and  off-site  administrative,  supervisory  and
overhead costs, whether payable to third party or to Landlord or its affiliates,
as  compensation  for  administrative,   accounting,  bookkeeping  and  property
management  services for the Center;  provided that the amount of such costs and
expenses  shall not exceed  the fees that  third-party  professional  management
companies would charge for managing similar properties in the metropolitan area.

     Section 5.3. Real Estate-Related Taxes.

     (a) Except as provided in  Subsection  (b) below,  the  following  kinds of
taxes are  expressly  included  among those  assessable to Tenant as part of the
Operating Costs of the Center:

          (i) Special  Assessments.  The Operating Costs shall include  "Special
     Assessments"  imposed  upon  the  Premises  or  Center  by  a  governmental
     authority for improvements  directly or indirectly  benefiting the Premises
     or Center,  including  (without  limitation):  (a)  assessments for utility
     improvements   serving  the   Premises  or  Center;   (b)   "transportation
     assessments";  (c) "impact fees" for public improvements;  and (d) "benefit
     assessments"  for  such  things  as  flood  control,  street  and  sidewalk
     improvements, and refuse and sewer treatment. Special Assessments shall not
     include other capital  expenditures  relating to new improvements,  the net
     effect of which is to finance or construct  other  commercial  developments
     for or on  behalf  of  Landlord,  or which  expand  or  increase  the Gross
     Rentable Area of the Center.  Nor shall Special  Assessments  include sewer
     hook-up fees or similar charges assessed to one specific user.

          (ii) Taxes Payable in  Installments.  In the event that any Taxes may,
     or are required to, be paid in  installments  over a period longer than one
     (1) year,  then the same  shall be  deemed  paid in  installments  over the
     maximum period permitted by the taxing authority,  and Tenant's  obligation
     to pay its Pro Rata  Portion of such Taxes for any one (1) tax fiscal  year
     shall  only  apply to those  installments  which  actually  become  due and
     payable (i.e., failing which, payment of the same would become delinquent),
     together with the interest charged thereon by the taxing authority,  during
     that same fiscal year, EXCEPT,  HOWEVER, that Tenant shall not be obligated
     to pay any portion of Taxes or  installments  thereof which actually become
     due and payable  during any period prior or  subsequent  to the Lease Term.
     Taxes for any fraction of a tax year at the  commencement  or expiration of
     the Lease Term shall be  apportioned  pro rata on a daily basis between the
     parties.

          (iii) Substitution  Taxes. A "Substitution Tax" means a fee, charge or
     levy,  which  is  enacted  on a  Substitution  Basis  (as  defined  below),
     following a change in a method of taxation  or  assessment  related to real
     property,  or the granting of tax benefits or reductions  for the property,
     including (without limitation) payments in lieu of taxes following approval
     of plans for tax  increment  financing,  urban  redevelopment  or other tax
     benefits.  A change in such methods may refer to an event or combination of
     events by which real estate taxes,  assessments  or valuations are "frozen"
     [i.e., no longer increased], and/or reduced or "rolled back," and/or future
     increases are limited in amount, by statute.  If, following such change and
     as a result thereof, there shall be levied,  assessed or imposed: (a) a tax
     on the rents  received  from the  Premises;  (b) a license fee or other tax
     measured by or based wholly or  partially  upon the Premises or any portion
     thereof,  and which taxes are expressly declared by the taxing legislation,
     legislative  history or taxing  authority  to be imposed as a result of the
     foregoing  limitations on real estate taxes, or in  substitution  therefor,
     then such resultant enactment shall be on a "Substitution Basis." All other
     provisions of this Lease notwithstanding, the term Substitution Taxes shall
     also include fees paid to property tax consultants,  on a contingency basis
     for securing reductions in tax assessments.

     (b) Exclusions.  The term "Taxes" shall not, however,  include corporation,
inheritance,  estate,  succession,  transfer, realty transfer gains taxes, gift,
franchise,  income or profit taxes (whether gross or net) imposed upon Landlord;
nor shall Taxes include  business or gross receipts taxes,  except to the extent
based purely on rentals  receivable from real estate unless the same are enacted
on a Substitution Basis. Further,  Taxes shall not include penalties or interest
on Taxes  caused by the failure of Landlord to make timely  payment (and not due
to any failure of Tenant to make timely  payment of Tenant's Pro Rata Portion of
Taxes to  Landlord),  nor shall Taxes include  mortgage lien taxes,  documentary
stamp taxes, recording fees or the like.

     Section 5.4. Special Allocations. Notwithstanding the general allocation of
Operating  Costs as  described  in Section  5.1 above,  Landlord  shall have the
option in its discretion to make special  allocations of certain Operating Costs
and assess the same among particular tenants, as follows:

     (a)  Charges  for  utility  service  and usage  (where  the  utility is not
separately  metered) may be allocated and billed "pro rata" on a gross  leasable
square  footage  basis  amount those  tenants  whose  premises  utilize a common
utility system; and

     (b) If the Center  consists of more than one tax parcel,  real estate taxes
may be allocated  and billed "pro rata" on a gross square foot basis among those
tenants whose premises are situated within the same tax parcel.

     Section 5.5.  Operating Cost Exclusions.  Notwithstanding  Sections 5.1 and
5.4 above,  the  following  items  shall be excluded  in  calculating  the total
Operating Costs of the Center:

     (a) Costs of  repairs,  replacements  or utility  services  for which other
tenants pay, or are obligated to pay, or for which Landlord  received  insurance
proceeds or condemnation awards;

     (b) Leasing commissions, legal fees and other expenses incurred by Landlord
in dealings with other tenants and prospective  tenants, and costs to improve or
make space "tenant-ready";


                                       -3-
<PAGE>

     (c) The costs of any special services, operations or accommodations for the
benefit of specified  tenants (as opposed to all tenants of the Center and their
customers or the public generally);

     (d)  The  costs  of  governmental  compliance,   remediation  of  hazardous
materials, and capital improvements relating to buildings and premises available
for lease to tenants or which expand or increase the Gross  Rentable Area of the
Center; and

     (e)  The  costs  of  governmental  compliance,   remediation  of  hazardous
materials, and capital improvements relating to any other facilities, structures
or  improvements  in the Center,  including  parking  facilities  and ornamental
structures  or other  improvements  in public or common areas or not  comprising
premises  available  for  lease,  except  to the  extent  that  such  costs  are
deductible  in the current  year on a  straight-line  basis in  accordance  with
generally accepted accounting practices.

                                   Article 7
                       Initial Rent and Security Deposit

     Section 7.1. Receipt of  Consideration.  The Receipted Sum in Item 4 of the
Summary/Signature  Page of this Lease  constitutes  a payment of the  Minimum or
Base Rents and/or other sums required to be paid by Tenant, as consideration for
this Lease. And in the event no Receipted Sum is submitted by Tenant or required
by  Landlord,  this  Lease  shall be  voidable  at  Landlord's  sole  option and
discretion  until such time as Tenant pays and Landlord  accepts such an initial
payment of rent,  notwithstanding  any other  provisions  of this Lease or other
agreements of the parties.

                                   Article 8
                                 Other Charges

     Section 8.1.  Late Charges and  Interest.  In the event Tenant fails to pay
any sum of money  required  under this  Lease  within  fifteen  (15) days of the
stipulated  due date,  then Tenant shall pay Landlord a late charge equal to Ten
Dollars ($10.00) per day from the due date until all delinquent sums (regardless
of  amount)  are paid in full,  plus  interest  on all such  delinquent  sums at
fifteen percent (15%) per annum or the maximum rate allowable by law,  whichever
is less, likewise commencing from the original due date and continuing until all
such  delinquent sums are paid in full. The foregoing daily late charges and all
others prescribed in this Lease are intended to offset Landlord's  unanticipated
administrative  costs associated with delinquencies,  including (but not limited
to) the costs of additional direct contacts and  correspondence  with principals
and employees of Tenant,  investigators,  credit reporting agencies,  attorneys,
collection  agencies,  bookkeepers  and  accountants,  as well as  referral  and
contingent fees to collection agencies, among others. The parties agree that the
precise  amounts of all such  unanticipated  costs  would be  difficult,  if not
impossible,  to ascertain in advance and that the late charges described in this
Section and elsewhere in this Lease are therefore a reasonable  approximation of
such costs in the nature of liquidated  damages and shall be payable to Landlord
in addition to all other rental  obligations  hereunder.  No such late  charges,
however, are intended, nor shall be deemed, to cover


                                       -4-
<PAGE>

any  consequential  damages  arising from Tenant's  breach of this Lease, or the
unamortized  balance  of the  costs  of any  improvements  made by  Landlord  to
accommodate  Tenant's  occupancy,  or any  clean-up  or  repair  costs  or other
expenses suffered by Landlord as a result of any physical damage to the Premises
or other property caused by Tenant or its employees, contractors or agents.

     Section 8.2.  Additional  Rent. Any and all charges  required to be paid by
Tenant to  Landlord  or other  persons  or  entities  hereunder,  other than the
Minimum or Base Rents, shall be considered  Additional Rent,  including (without
limitation)  the charges  described in Sections  5.2,  6.2,  7.2, 8.1, 8.3, 9.5,
11.1, 12.1, 15.8, 21.2, 21.3, 21.4 and 22.3. And a default in the payment of any
such sums shall be  subject to the  assessment  of late  charges  and shall be a
default under this Lease.

     Section 8.3. Marketing Fund or Merchants'  Association.  If Landlord at any
time  during  the Lease  Term  organizes  or  approves  the  organization  of an
association  of  merchants  or  tenants of the  Center,  or,  alternatively,  if
Landlord  establishes or approves the  establishment of a marketing fund for the
Center,  Tenant  agrees to  maintain  a  membership  in said  association  or to
actively  participate in and contribute to such marketing fund,  promptly paying
dues and assessments for such association or marketing fund,  whether determined
by Landlord, an advisory board or a board of directors. Such dues or assessments
shall also be Additional  Rent hereunder,  and Tenant's  failure to pay the same
when due shall  constitute a default under this Lease,  whether payable directly
to Landlord or to a separate association or marketing fund administrator.

                                   Article 9
                                Care of Premises

     Section  9.1.  General  Requirements.  Tenant shall not perform any acts or
carry on any practices which may damage the Center, the building that houses the
Premises or the  Premises,  or are a nuisance to the public or other  tenants in
the Center.  Tenant shall keep the Premises  clean and free from rubbish,  dirt,
insects,  rodents  and  other  vermin  at all  times;  and,  if  Landlord  deems
necessary,  Tenant  shall  join  with  Landlord  and  other  tenants  and  pay a
proportionate  share of the  expenses  of a general  extermination  from time to
time.  Tenant  shall not use or permit the use of any portion of the Premises as
sleeping  quarters,  for  lodging of any kind,  for  cooking  (unless  permitted
pursuant to Article 16), for any unlawful purposes, or any other use or uses not
expressly permitted under this Lease. If Tenant is permitted under this Lease to
handle foodstuffs, garbage and refuse shall be removed in leak-proof containers;
and, if there should be any leakage,  Tenant shall clean and remove any evidence
of such leakage at its expense.  Tenant shall also keep all sewer lines  serving
the  Premises in free and clear  condition.  Tenant  shall  maintain  the public
entryways  and display or store  windows in a neat and clean  condition.  Tenant
shall not burn trash of any kind in or about the building or Premises.

     Section 9.2. Exterior of Premises. Except for Tenant's initial construction
work,  Tenant  shall  not  paint or  decorate  any part of the  exterior  of the
Premises,  display  merchandise  outside  the  Premises,  or attach  or  install
awnings, signs, equipment or improvements of any kind on the roof or exterior of
the building or Premises without Landlord's expressed written permission in each
instance in its sole and absolute discretion.  Tenant agrees not to use any area
outside the Premises for the sale or display of merchandise or equipment, or for
any other business, occupation or undertaking.  Tenant further agrees to receive
and ship  articles  only through the rear door of the Premises or other  loading
areas designated by Landlord.

     Section 9.3.  Lienable  Items. In no event shall any materials or equipment
which are subject to any lien,  encumbrance or security interest be incorporated
in or affixed to the  Premises  without  the  expressed  written  permission  of
Landlord;   provided  that  Tenant  may  install  its  own  movable   equipment,
furnishings,  inventory  and other  personal  property on the  Premises  without
Landlord's  consent.  Under not circumstances  shall Tenant ever permit any lien
for labor, services or materials claimed to have been performed for or furnished
to Tenant, its agents,  contractors or  subcontractors,  to be filed against the
Premises, the building that houses the Premises, or the Center. If notice of any
such lien is filed,  Tenant  shall  discharge  such lien  within  ten (10) days;
provided  that,  if Tenant in good faith  desires to contest the validity of any
such lien, it may do so by appropriate  legal proceedings after first depositing
with  Landlord,  within ten (10) days after the  filing of such lien  notice,  a
surety bond, cash or an unconditional letter of credit in the sum of one hundred
fifty  percent  (150%) of the lien, or such other  security as Landlord,  in its
sole  judgment,  deems  sufficient to insure payment and discharge of such lien,
together with interest and penalties  thereon.  In any such event,  Tenant shall
defend,  indemnify  and hold  harmless  Landlord  from all costs  and  expenses,
including  court costs and reasonable  attorneys'  fees, in connection with work
and  improvements  allegedly  ordered  or  contracted  by Tenant or its  agents,
contractors, subcontractors and employees. If Tenant fails to discharge any such
lien or deposit the required security within such ten (10) day period,  Landlord
may  (but  shall  not be  obligated  to) pay and  discharge  such  lien  without
inquiring  into the  validity  thereof,  and Tenant  shall,  upon  demand and as
Additional  Rent,  reimburse  Landlord  for the full  amount so paid,  including
attorneys' fees, regardless of whether or not such lien is valid. For its breach
of any  obligations  herein,  Tenant shall be deemed to be in default under this
Lease.  Nothing in this  Lease or  Landlord's  approval  of  Tenant's  plans for
construction  or  improvements  in the Premises shall in any way be construed to
constitute  a consent,  order or request by Landlord,  expressed or implied,  by
inference  or  otherwise,   for  any  contractor,   subcontractor,   laborer  or
materialman, to perform labor or furnish materials for any specific improvement,
alteration  or  repair  to the  Premises  or the  building  or any  improvements
thereon.

     Section 9.4.  Acceptance of Premises.  By occupying  the  Premises,  Tenant
formally accepts the same in their present  condition,  "as is" and acknowledges
that  Landlord has  complied  with all  requirements  imposed upon it under this
Lease. No minor change, alteration or variance from plans upon which the parties
have agreed shall change or otherwise affect this Lease.

     Section 9.5. Parking and Loading. Tenant and its employees shall park their
cars and other  motorized and  non-motorized  vehicles in areas as designated by
Landlord  from time to time.  Tenant  shall also  furnish  the state  automobile
license numbers  assigned to its vehicles and those of all its employees and the
name and home  addresses of such  employees  within five (5) days after  written
notice  from  Landlord.  Following  at least  one (1)  prior  written  notice of
violation, Tenant shall pay Landlord, when billed, a fee of Ten Dollars ($10.00)
per day per vehicle parked in violation of this Section.

     Section 9.6. Tenant  Construction.  Tenant may from time to time perform or
contract for the interior  renovation  and updating of the Premises for Tenant's
use, at Tenant's  sole cost and  expense;  provided  that such work shall comply
with all applicable federal, state and local codes, statutes and regulations and
that no such renovation work shall be started unless or until:  (a) Landlord has
approved  in  writing  Tenant's  plans  and  specifications  for the  work  (for
aesthetic  and  non-code   purposes);   (b)  Tenant  and  its   contractor   and
subcontractors  have secured all necessary  permits and  approvals  from the all
applicable  governmental  authorities;  and (c)  Tenant has  furnished  Landlord
certificates  of  insurance  naming  Landlord  as  an  additional   insured  and
evidencing coverage for worker's  compensation and for liability insurance.  The
limits of such  coverage  shall be not less than Five Hundred  Thousand  Dollars
($500,000.00)  each occurrence  [combined  single limit bodily injury,  property
damage,   products/completed  operations  aggregate,  personal  and  advertising
injury,  general aggregate,  fire damage and medical  expenses].  Tenant further
covenants that, except for any good faith dispute,  it will not permit or suffer
the filing of any claim for a  mechanic's  or  materialmen's  lien  against  the
property and that it will promptly pay when due all bills and invoices for labor
done and materials delivered to the Premises.

     Section 9.7. Signs and Accessories.  No mechanical signs, neon signs, signs
with flashing lights,  or signs  illuminated in any other manner shall be placed
on the exterior of the  Premises or within  twelve (12) inches of the windows or
doors to the Premises.  Further,  Tenant shall not place any signs,  placards or
advertising  media on the  exterior of the  Premises or on [or within six inches
(6") of] the windows or doors to the Premises; nor shall Tenant place or install
speakers,   recording  devices,  stereos,  radios,  television  monitors,  video
equipment or other media  visible in windows or doors to the Premises or audible
outside the Premises -- without Landlord's prior written


                                       -5-

<PAGE>

consent in each  instance in its sole and  absolute  discretion.  No lighting or
plumbing  fixtures,  awnings  or  other  ornamentation  or  decorations  may  be
installed on the exterior of the Premises,  nor may Tenant paint the exterior of
the Premises,  without similar prior written  consent from Landlord.  Tenant may
place its store name and  business  hours on the entry doors to the  Premises in
lettering no more than three (3) inches in height.

                                   Article 10
                                  Maintenance

     Section 10.1. Interior.  Tenant agrees to maintain the Premises and keep it
in good repair,  including interior  cleaning,  painting and decorating of every
kind, and to replace the fixtures and equipment within the Premises as necessary
including (but not limited to) heating and air-conditioning equipment,  lighting
and  electrical  fixtures   (including  light  bulbs),   plumbing  fixtures  and
equipment,  hardware,  floor  coverings,  doors,  windows  and broken or damaged
glass,  specifically  including safety or plate glass display windows,  together
with those portions of the storefront and other exterior  improvements  (if any)
originally installed by Tenant.

     Section 10.2.  Exterior.  Tenant shall not install equipment of any kind on
the roof or exterior of the Premises without prior written approval of Landlord;
and Tenant shall pay for any and all damage  resulting from such  installations,
together with the costs of removal, maintenance or lack of maintenance thereof.

     Section  10.3.  Public  Requirements.  Tenant  shall  comply with all laws,
orders,  ordinances and other public requirements now or hereafter affecting the
cleanliness,  health, safety,  occupancy or use of the Premises and the physical
accommodations, facilities and equipment therein (including, without limitation,
the doors for  ingress  and  egress to and from the  Premises  and the  plumbing
fixtures and sewer line), and Tenant shall indemnify and save Landlord  harmless
from all costs,  expenses or damages  resulting from failure to do so.  Landlord
shall be responsible  for compliance  with all such public  requirements  in the
common areas of the Center outside the Premises,  and Landlord  shall  indemnify
and save Tenant  harmless  from all costs,  expenses or damages  resulting  form
Landlord's failure to comply with such requirements.

                                   Article 11
                       Alterations and Access to Premises

     Section 11.1.  Access to Premises.  Landlord shall have the right, if it so
elects,  to enter upon the Premises at reasonable  hours, with advance notice to
Tenant  except  in  emergencies,   for  the  purpose  of  inspecting  the  same,
determining  Tenant's  compliance with this Lease,  repairing or maintaining any
pipes,  conduits  or ducts  (whether  same are used in the supply of services to
Tenant or to other  occupants  of the  building  or  adjacent  buildings)  or in
connection  with  construction  work  or  any  other  improvements,  repairs  or
alterations  in and about the building.  If Landlord  deems it necessary to make
and repairs or replacements necessary for which Tenant is responsible under this
Lease,  Landlord may demand in writing that Tenant make the same,  and if Tenant
refuses or neglects to commence  such repairs or  replacements  in good faith or
fails to complete the same with reasonable dispatch,  Landlord may make or cause
such repairs or replacements to be made; and, in so doing, Landlord shall not be
responsible  to  Tenant  for any loss or  damage  that may  accrue  to  Tenant's
business  by reason  thereof.  If  Landlord  makes or  causes  such  repairs  or
replacements  to be made,  Tenant shall  forthwith  pay landlord upon demand the
full costs thereof as Additional  Rent  hereunder with late charges and interest
as  prescribed  in  Section  8.1 above;  and,  if Tenant  shall  default in such
payment,  Landlord  shall  have all the  remedies  provided  in  Article  21 and
elsewhere in this Lease.

     Section 11.2. Alterations and Improvements.  Landlord reserves the right at
any time to build  additional  stories  upon  and/or  to  otherwise  expand  the
building that houses the Premises.  Landlord further reserves the right to close
skylights, windows or doors of the Premises and to run pipes, conduits, ducts or
electrical  lines through the Premises;  and to alter the size,  area, level and
location of  hallways,  entrances,  parking  areas,  common  areas of the Center
reserved for general usage, driveways, sidewalks, landscaped areas and all other
portions  of the  Center.  Landlord  shall  also  have the  right  to close  the
Premises,  the building which houses the Premises or any portions of the Center,
whenever  necessary  to comply with any law or  regulation  issued by any lawful
authority, in cases of public disturbance, or for any other reasons deemed right
and proper in its discretion,  and Tenant hereby waives all claims for damage or
inconvenience caused by any such closings.

                                   Article 12
                             Utilities and Services

     Section 12.1. Utility Payments.  Tenant agrees to pay or reimburse Landlord
for all  electric  current,  gas,  water and  other  utility  services,  whether
furnished to the Premises by utility companies or by Landlord,  and in any event
Tenant  shall  furnish and pay for heating and  air-conditioning  equipment  and
service to the Premises.  Such utility  services (if any) actually  furnished by
Landlord  shall be billed at rates not  exceeding  those  charged by  applicable
utility  companies;  provided  that  Landlord  may allocate  such  billings on a
square-foot basis unless service is separately metered or submetered.

     Section  12.2.  Metering  or Pro Rata  Allocations.  Landlord or Tenant may
install  separate meters or submeters on or about the Premises,  or Tenant shall
utilize  existing  separate  meters or submeters (if any) already in place;  and
Tenant shall pay any such separately metered utility charges attributable to the
Premises including (without limitation) charges for electricity,  gas and water,
directly to the appropriate  municipality,  utility or service company, or shall
reimburse  Landlord for such charges based on submeter  readings.  The costs for
heating  and  cooling  the  Premises   [from  any  central  boiler  or  heating,
ventilating and air-conditioning  (HVAC) system serving the building],  plus all
other utility  services  furnished by Landlord,  and not  separately  metered or
submetered, shall be allocated by Landlord and be payable by Tenant on the basis
of Tenant's  "Pro Rata  Portion" of the gross floor space of the Center or those
portions of the Center which  utilize a common  utility  system,  as provided in
Sections 5.1 or 5.4 above.

     Section 12.3.  Termination  of Utilities.  Landlord shall not in any way be
responsible or liable to Tenant, or to any other party occupying any part of the
Premises,  for any  failure  or defect  in the  supply  or  character  of water,
electric energy or any other utility service furnished to the Premises or to the
common areas of the Center (whether  furnished by Landlord or by others),  or by
reason of any requirement, act or omission of the public utility company serving
the  Premises,  the  building  that  houses  the  premises  or the  Center  with
electricity,  water or other utility service, or because of necessary repairs or
improvements or the lack thereof.

                                   Article 13
                 Insurance, Indemnity and Waiver of Subrogation

     Section 13.1.  Liability and Worker's  Compensation  Insurance.  (a) Tenant
shall keep in force policies of comprehensive public liability  insurance,  with
respect to the  Premises  and the  businesses  operated  by Tenant and any other
occupant.  The  limits of such  coverage  shall be not less  than  Five  Hundred
Thousand  Dollars  ($500,000) each occurrence  [combined single limit for bodily
injury, property damage,  products/completed  operations aggregate, personal and
advertising  injury,  general aggregate,  fire damage and medical expenses].  In
addition to Tenant, the policy shall name Landlord and any lenders or mortgagees
designated by Landlord as additional insureds.


                                       -6-
<PAGE>

     (b) Tenant's  employees  and any and all  contractors,  subcontractors  and
their agents and  employees  shall also be covered under  worker's  compensation
insurance in the minimum  amounts  required by law, and Tenant shall  deliver to
Landlord  certificates  evidencing  such  coverage upon request and prior to the
start of any leasehold construction or improvements by Tenant.

     Section 13.2. Fire and Casualty Insurance.  Tenant shall also keep in force
a broad  form "all risk"  fire and  casualty  insurance  policy  (with  extended
coverage,  vandalism,  malicious  mischief,  water damage and sprinkler  leakage
coverage) on the standard forms,  insuring all  improvements  and betterments on
the  Premises in an amount  equal to their full  replacement  costs.  During the
course  of  Tenant's  construction  of any  improvements  and  betterments,  the
foregoing  policy shall be on a builder's  risk completed  value,  non-reporting
form. The proceeds of such  insurance  policies shall be held in trust by Tenant
for use in repairing  and  restoring  the items  covered.  Tenant also agrees to
maintain insurance on its contents and personal property within the Premises.

     Section 13.3. Other Requirements. The foregoing policies shall be issued by
an  insurance  company  authorized  to do  business  in the  state in which  the
Premises  are  situated  and  which  has a  Best's  Insurance  Guide  rating  of
"A+:VIII."  Tenant  shall  deliver  to  Landlord  certificates   evidencing  the
foregoing  insurance prior to moving in and commencing any construction  work on
the  Premises.  Tenant's  insurance  carrier  shall  provide  in  its  policies,
certificates or endorsements  that it will give Landlord at least ten (10) days'
written notice before any  cancellation,  lapse or material  change in coverage.
The insurance required in this Lease may be covered under a so-called  "blanket"
policy including other stores of Tenant or its affiliates.

     Section  13.4.  Tenant's  Indemnification.  Subject  to the  provisions  in
Section  13.1 above and Section  13.6 below,  Tenant  shall  indemnify  and hold
harmless Landlord and it, partners,  officers, agents, contractors and employees
from and against all claims, actions,  liability and expenses in connection with
any loss of life,  bodily injury and damage to property:  (a) arising out of any
occurrence  in,  upon or at the  Premises,  [or  otherwise  resulting  from  the
occupancy or use by Tenant, its gents, contractors, subcontractors,  subtenants,
licensees,  concessionaires or employees],  unless the same be caused by willful
or negligent act or omission of Landlord, its agents,  contractors or employees;
and (b) arising from any  occurrence  outside the Premises  which is  occasioned
wholly or in part by any willful or  negligent  act or  omission of Tenant,  its
agents, contractors,  subcontractors,  subtenants, licensees, concessionaires or
employees.  If any action or  proceeding  is brought  against  Landlord,  or its
partners,   officers,  agents,  contractors,  or  employees  by  reason  of  the
aforementioned causes, Tenant also agrees to defend such action or proceeding by
adequate  counsel  at its  own  expense,  upon  receiving  notice  thereof  from
Landlord.

     Section  13.5.   Landlord's   Indemnification.   Likewise  subject  to  the
provisions  in  Section  13.1  above and  Section  13.6  below,  Landlord  shall
indemnify  and  hold  harmless  Tenant  and  it  partners,   officers,   agents,
contractors  and employees from and against all claims,  actions,  liability and
expenses  in  connection  with any loss of life,  bodily  injury  and  damage to
property: (a) arising out of any occurrence in, upon or at the Premises which is
occasioned  wholly or partially  by any willful or negligent  act or omission of
Landlord,  its  agents,  contractors  or  employees  and (b)  arising  from  any
occurrence upon the common facilities of the Center outside the Premises, unless
the same be caused by the willful or  negligent  act or omission of Tenant,  its
agents, contractor,  subcontractors,  subtenants, licensees,  concessionaires or
employees.  If any action or proceeding is brought against Tenant,  its parties,
officers,  agents,  contractors  or employees,  by reason of the  aforementioned
causes,  Landlord  also agrees to defend such action or  proceeding  by adequate
counsel at its own expense, upon receiving notice thereof from Tenant.

     Section 13.6. Waiver of Subrogation;  Limits of Liability.  (a) Anything in
this Lease to the contrary  notwithstanding,  each party  (hereafter  called the
"Releasing Party") hereby releases the other  (hereinafter  called the "Released
Party") from all  liability for property  damage which the Released  Party would
have,  but for this Section  13.6, to the Releasing  Party,  resulting  from the
occurrence  of any accident or casualty  during the Lease Term:  (i) which is or
could be covered by fire and extended coverage or other insurance policies (with
a vandalism  and  malicious  mischief  endorsement  attached)  or by a sprinkler
leakage or water  damage  policy  (irrespective  of  whether  such  coverage  is
actually  being  carried by the Releasing  Party);  or (ii) covered by any other
casualty or property  damage  insurance  being carried by the Releasing Party at
the time of such  occurrence  -- regardless of whether such accident or casualty
may have  resulted  wholly or partially  from and act or neglect of the Released
Party, its officers, agents, contractors or employees.

     (b) Landlord and Tenant shall cause each insurance policy carried by either
of  them  respectively  on  or  relating  to  the  Premises,  its  improvements,
betterments,  fixtures and contents,  to be written in a manner so as to provide
that the insurance  company  waives all right of recovery by way of  subrogation
against  Tenant or Landlord (as the case may be) in connection  with any loss or
damage. Except as specifically provided herein, neither party shall be liable to
the  other for any loss or  damage  caused  by fire or any  other  risk or risks
against which any such policy insures or against any risk or casualty  described
herein, regardless of deductible amounts.

     (c)  Anything  in  this  Lease  to the  contrary  notwithstanding,  neither
Landlord not Tenant shall have any  responsibility  or liability  whatsoever for
any damages  arising from the willful or negligent act or omissions of any third
party,  including  other  tenants or  occupants  of the Center or any  customer,
guest, invitee or intruder.

     Section 13.7.  Electrical  Installations.  In the event Tenant installs any
electrical equipment or fixtures that overload the lines in the Premises, Tenant
shall, at its own expense,  make the changes necessary to comply with Landlord's
requirements   and  those  of  insurance   underwriters   and  applicable  local
governmental code  administrators.  Tenant agrees not to use any electric irons,
electric  grills or other equipment that contains an electric  heating  element,
unless such electrical equipment also includes a red pilot light,  connected and
operated in compliance with Underwriters' Laboratory specifications.

     Section  13.8.  Casualty.  In the event the  Premises  are  destroyed or so
damaged by fire, tornado, flood, storm, explosion,  earthquake or other casualty
as to become  untenantable  in  Landlord's  judgement,  then  Landlord may elect
either to rebuild and put said Premises in good  condition and fit for occupancy
within a  reasonable  time  thereafter,  or to give  Tenant  notice  in  writing
terminating this Lease. If Landlord elects to repair or rebuild the Premises, it
shall give Tenant  reasonably  prompt notice after the casualty of its intention
to do  so.  As to  any  part  of  the  Premises  determined  by  Landlord  to be
untenantable  or unfit for occupancy,  the rent shall abate in proportion to the
untenantable  area of the  Premises  from the time of such  casualty  until  the
Premises  have been  repaired  by  Landlord  and  delivered  to  Tenant  for its
occupancy.  In no event and under no circumstances shall Landlord be responsible
to Tenant,  its agents,  employees or any other person or entity for any loss of
business or profits,  loss of income or other loss or damage to any  merchandise
or personal  property of Tenant,  regardless  of whether  Landlord  cancels this
Lease or elects to rebuild or repair the Premises. In any event, Tenant shall be
responsible  for  obtaining  its  own  business   interruption   insurance  with
appropriate coverages.

                                   Article 14
                          Examination of Premises and
                            Limitations of Liability

     Section 14.1. Examinations of Premises. Tenant has had ample opportunity to
thoroughly examine the Premise and/or  architectural  plans therefor,  including
the  sidewalks  and  alleyways  adjacent  to the  Premises,  and  Tenant  hereby
acknowledges  that there is in and about them nothing  dangerous to life,  limb,
health or property, and waives any claim for damages that may arise from defects
of any character after  occupancy or the  Commencement  Date of this Lease,  and
Tenant takes the Premises "as is" or as they will be when specified improvements
and betterments (if any) are completed, and is fully informed,  independently of
Landlord, as to the character of the building,


                                       -7-
<PAGE>

its construction and structure.

     Section 14.2. Assumption of Risks. Tenant specifically assumes all risks of
installing  and moving it personal  property into the Premises and occupying the
same.  Neither  Landlord nor it employees or agents shall have any liability for
damage to property of Tenant or of others entrusted to Tenant or its agents, nor
for loss or damage to any property by theft or otherwise,  not for any injury or
damage to persons or property resulting from fire,  explosion,  falling plaster,
steam, gas,  electricity,  water,  dust, smoke, rain, snow,  dampness,  or leaks
from: (a) any part of the building;  (b) the pipes,  appliances or plumbing;  or
(c) the roof,  street or subsurface or any other place; or by any other cause of
whatsoever nature,  whether or not due to the negligence of Landlord, its agents
or  employees;  nor shall  Landlord or its employees or agents be liable for any
damage  caused  by other  tenants  or  persons  in the  building,  or  caused by
construction  operations  or  activities  relating  to any  private,  public  or
quasi-public work.

     Section 14.3.  Tenant's  Negligence.  Tenant  agrees to  indemnify,  defend
(through  counsel  acceptable  to Landlord)  and hold  harmless  Landlord and it
partners,  contractors,  agent and  employees  from and against any statutory or
other liabilities,  claims, damages, injuries (including death), suits, demands,
damages, judgements,  costs, fines, penalties, interest and expenses (including,
without  limitation,  legal  fees,  court  costs,  investigation  and  discovery
expenses,  and disbursements  incurred in any action or proceeding) by reason of
any claim of  liability  for  death,  personal  injury  or  damage  to  property
(including  any loss of use thereof) or otherwise  arising from or in connection
with the use and  occupancy  of the  Premises at any time,  or arising  from any
condition of the Premises or from any act,  omission or  negligence of Tenant or
any agents, contractors, subcontractors, subtenants, licensees, concessionaires,
employees, guests or invitees.

     Section  14.4.  Other Risks.  Tenant  shall also insure all its  inventory,
furnishings,  trade fixtures and other personal property on the Premises against
losses  of all  kinds.  All  personal  property  of every  kind and  description
whatsoever  in the  Premises  shall be on or about the  Premises at Tenant' sole
risk,  and Landlord shall not be liable for any damage done to, or loss of, such
personal property;  or for damage to or loss of business income or occupation of
Tenant caused in any manner  whatsoever or arising from:  (a) any act of neglect
of  third  parties,  co-tenants  or other  occupants  of the  building  or their
employees; (b) bursting,  overflowing or leaking of water, sewer or steam pipes;
(c) rain, wind, tornadoes,  flood, surface or subsurface water; (d) overflows of
drainage  facilities;  (e) backup or stoppage of any drain, sewer or other water
runoff facility or device; (f) heating or plumbing fixtures;  (g) noise or dust;
(h)  electrical  wires;  (i) gas,  odors,  natural  disasters,  riots or acts of
violence;  or (j) leaking roofs. Tenant shall give Landlord prompt notice of any
accident to,  defect in or problem in the  Premises or building  that houses the
Premises of which Tenant has knowledge or notice.

                                   Article 15
              Assignment, Sublease or Change of Management Control

     Section 15.1.  Consent to Transfer.  Except upon Landlord's written consent
in each  instance,  Tenant shall not  directly or  indirectly,  voluntarily,  by
operation of law, or otherwise: (a) sell, assign, encumber,  pledge or otherwise
transfer or hypothecate all or any part of this Lease,  the Premises or Tenant's
leasehold  interest  hereunder;  nor (b)  allow or permit  any sale or  transfer
(including  by  consolidation,  merger or  reorganization)  of a majority of the
voting stock or management  control of Tenant,  if Tenant is a corporation;  nor
(c)  allow  or  permit  any  sale  or  other  transfer  of  controlling  general
partnership  interests in Tenant,  if Tenant is a partnership;  nor (d) allow or
permit a change  of  present  controlling  executive  management  by  management
contract,  license,  franchise  agreement  or  other  arrangement  [all  of  the
foregoing items (a), (b), (c) and (d) are hereafter  collectively referred to as
an  "Assignment"];  nor (e) permit  subtenants,  concessionaires,  licensees  or
others to occupy  all or any  portion  of the  Premises;  nor (f)  sublease  the
Premises or any portion  thereof  [items (e) and (f) are hereafter  collectively
referred to as a "Sublease"].

     Section 15.2. Request for Approval.  If Tenant desires at any time to enter
into an Assignment or Sublease as described  above,  it shall first give written
notice to  Landlord  of its  desire to do so,  which  notice  shall  contain  or
include: (a) the name of the proposed successor, assignee, subtenant or occupant
(hereafter  referred  to as the  "transferee");  (b) the nature of the  proposed
transferee's business to be conducted in the Premises; (c) the terms, provisions
and economic  considerations  of the proposed  Assignment  or Sublease;  (d) the
identity  of  proposed  principals  and lease  guarantors  (if any);  (e) signed
current financial statements of the proposed transferee and guarantors (if any),
reviewed or prepared by a major local or national  certified  public  accounting
firm;  and (f) the business  plan of the proposed  transferee  or other  written
statements  of purpose,  proposed  operating  policies  and the  background  and
experience of the principals.

     Section  15.3.  Landlord's  Election.  At any time within  thirty (30) days
after  receipt of the notice  specified  in Section  15.2  above,  Landlord  may
request additional information or may, in its sole discretion, by written notice
to Tenant:  (a) consent to the Sublease or  Assignment;  or (b)  disapprove  the
Sublease or  Assignment.  If Landlord  consents  to the  Sublease or  Assignment
within thirty (30) day period,  Tenant shall within thirty (30) days  thereafter
enter into such Sublease or Assignment of the Premises or portion thereof,  upon
the terms and  conditions  set for the in the  notice  previously  furnished  by
Tenant to Landlord pursuant to Section 15.2 above,  otherwise Landlord's consent
shall be void and of no force or effect.

     Section 15.4.  Noncompliance.  No consent by Landlord to any  Assignment or
Sublease by Tenant shall  relieve  Tenant of any  obligation  to be performed by
Tenant  under this Lease,  whether  arising  before or after the  Assignment  or
Sublease.  Landlord's  consent to any  Assignment or Sublease  shall not relieve
Tenant,  or the  transferee,  from the obligation to obtain  Landlord's  express
written  consent  to any other  Assignment  or  Sublease.  Following  Landlord's
consent to an Assignment  or Sublease,  said  Assignment  instrument or Sublease
shall not be subsequently  amended or modified without written notice to and the
consent of Landlord,  if Landlord  would have been entitled to notice thereof in
the first  instance  pursuant  to Section  15.2.  Any  purported  Assignment  or
Sublease not in compliance with this Article shall be void and, at the option of
Landlord,  shall  constitute a material  default by Tenant under this Lease. The
acceptance of rent or additional charges by Landlord from a proposed  transferee
shall not constitute Landlord's consent to any such Assignment or Sublease.

     Section 15.5.  Assumption of Lease.  Each transferee,  other than Landlord,
shall  expressly  assume all  obligation of Tenant under this Lease and shall be
and remain liable  jointly and severally with Tenant for the payment of rent and
additional  charges,  and  for the  performance  of all  the  terms,  covenants,
conditions  and agreement  herein  contained with respect to that portion of the
Premises  identified  in Tenant's  notice to Landlord  pursuant to Section  15.2
above.  No  Assignment  or  Sublease  shall be binding on  Landlord,  unless the
transferee  or Tenant shall deliver to Landlord an executed  counterpart  of the
Assignment or Sublease which contains  covenants of assumption  satisfactory  in
substance and form to Landlord,  and consistent  with the  requirements  of this
Article;  provided  that the  failure or  refusal of such party to execute  such
instrument or assumption  shall not release or discharge the transferee from its
liability as set forth above.

     Section 15.6. Delay or Refusal.  (a) Notwithstanding the fact that Landlord
reserves  the right to  withhold  its  approval  or  consent  in its  reasonable
discretion  and for  whatever  reason  in  connection  with  any  aspect  of the
provisions of this  Article,  in the event Tenant should claim that Landlord has
been wrongful in withholding or delaying consent or requesting information as to
a proposed Sublease or Assignment, or otherwise that Landlord has wronged Tenant
or its proposed  transferee  in its exercise of any rights  reserved to Landlord
under this Lease,  then Tenant's  remedies and those of the proposed  transferee
shall be restricted to a declaratory  judgement  and/or an injunction for relief
sought,  and no monetary or punitive  damages may be claimed.  In  consideration
thereof, Landlord agrees that any application for a declaratory judgement and/or
injunctive  relief may be treated as such and relief may be granted  accordingly
on the  pleadings  in favor of either  Landlord or Tenant as  determined  by the
court,  this  agreement  by Landlord  being a special  inducement  to Tenant and
proposed  transferees  restricting  their remedies as above provided and waiving
all others.  By the execution of this Lease and by the  application  to Landlord
for any  consents or  approvals  as required  under this Article or elsewhere in
this Lease, Tenant specifically waives and


                                       -8-
<PAGE>

relinquishes any rights,  claims or causes of action by way of damages,  loss of
profits or  advantages,  tortious  interference  with  contractual  obligations,
disparagement  or any other remedies  other than that of  declaratory  judgement
and/or injunction as described above. Where under the provisions of this Article
a consent is required,  such consent shall be defined as a written consent,  and
no  inference  that a consent  has been  given  shall be drawn  from  Landlord's
conduct or inaction in any event.

     (b) In each case the  reasonableness  of  Landlord's  election  regarding a
proposed Assignment or Sublease shall be deemed conclusive, unless Tenant shall,
within sixty (60) days after notice from Landlord of its determination,  file an
equitable action in the appropriate  state court seeking  injunctive relief from
Landlord's determination,  which injunctive relief shall be Tenant's sole remedy
for any claim  that  Landlord  wrongfully  withheld  or delayed  its  consent or
approval.  In the event that any action for injunctive  relief shall be filed by
Tenant  pursuant  to the  provisions  of this  Section,  the  sole  issue  to be
submitted to the Court shall be the  determination as to whether the withholding
or delaying of consent or approval  by Landlord  shall have been  reasonable  or
unreasonable,  and in the  event  that a  determination  shall be made  that the
withholding  or delaying of consent or  approval by Landlord  was  unreasonable,
then the Court's  decision or order shall annul such  withholding or delaying of
consent or approval,  such annulment being the sole remedy of Tenant.  It is the
intention of the parties hereto (as to which they are  conclusively  bound) that
in no event shall Landlord's  withholding or delaying of consent or approval, or
any  decision  of any Court with  respect  thereto:  (i)  impose  any  financial
liability upon or result in any damages being recoverable from Landlord; or (ii)
create  any  recognizable  right or  enforceable  remedy in favor of Tenant  and
against Landlord in law or equity, except as expressly provide herein.

     Section  15.7.  Successors;  Joint  Liability.  All rights and  liabilities
herein given or imposed upon the respective parties hereto shall,  except as may
be  otherwise  herein  provided,  extend  to  and  bind  the  respective  heirs,
executors,  administrators,  successors and assigns of the said parties;  and if
there  shall be more than one (1)  Tenant,  they shall all be bound  jointly and
severally by the terms,  covenants and agreements herein  contained.  No rights,
however,  shall  inure to the  benefit of any  transferee  or assignee of Tenant
unless  the  Assignment  or  Sublease  has  been  made in  accordance  with  the
provisions in this Article.

     Section 15.8.  Processing  Charge.  Tenant agrees to reimburse Landlord for
reasonable   attorneys'  fees  incurred  by  Landlord  in  connection  with  the
processing,  review and  documentation  of any  Assignment,  Sublease,  license,
concession,   creation  of  a  security  interest,   granting  of  a  collateral
assignment,  change of  ownership or transfer  for which  Landlord's  consent is
required or sought under this  Article.  Landlord  shall not be required to take
any action thereon until Tenant pays such amounts.

     Section 15.9. Landlord's Consideration.  Whenever its consent to a proposed
Assignment or Sublease is required  hereunder,  Landlord may request  additional
supporting documentation and assurances and may reasonably consider all relevant
factors, including (without limitation):

     (a)  Whether  the  use of the  Premises  and  trade  name  of the  proposed
transferee will be identical to (or  substantially the same as) those of Tenant,
or will otherwise be compatible  with  Landlord's  efforts to enhance the image,
reputation, trade name and long-term profitability of the Center;

     (b) Whether the addition of the  proposed  new tenant or subtenant  will be
compatible with the tenant mix of the Center  generally and  specifically  among
business operators specializing in particular kinds of merchandise, services and
products;  or conflict with  Landlord's  marketing  plans for the Center and the
consumer  groups  being  targeted  by Landlord  and its  leading  tenants in the
Center;

     (c) Whether the quantity, kind, variety and quality of the merchandise sold
will remain substantially the same;

     (d) Whether the level and quality of customer services on the Premises will
be  consistent  with those of the leading  tenants of the Center and will remain
high;

     (e) Whether the net worth and  liquidity  of the  proposed  transferee  and
lease  guarantors  (if any) are  adequate  in relation to the assets held and to
current and anticipated  future  financial  obligations,  as revealed by current
signed  financial  statements  reviewed by a major  local or national  certified
public accounting firm;

     (f) Whether the proposed  transferee  and its  principals,  affiliates  and
guarantors (if any) have a sufficient  credit history and reputation for honesty
and fair dealing;

     (g) Whether the business plan and operating  procedures for the business on
the Premises are reasonably coherent, lucid, credible and economically feasible;

     (h) Whether the proposed transferee and its management team have sufficient
education,  specifically  applicable business experienced,  and successful track
records in marketing and managing businesses similar in size, scope and scale to
that on the  Premises  together  with any other  stores,  offices or  businesses
proposed to be acquired by the transferee and its affiliates; and

     (i) Whether the amounts to be invested in the  business on the Premises are
actually  invested,  and whether the proposed  transferee and its principals and
guarantors (if any) have sufficient  personal  financial  interest and potential
personal liabilities to assure proper motivation for success.

                                   Article 16
                               Use and Operations

     Section 16.1.  Permitted Use. Tenant may use and occupy the Premises during
the  continuance  of this Lease only for the  "Permitted  Use"  described on the
Summary/Signature Page of this Lease [and/or in the Special Provisions], and for
no other purpose without the prior written consent of Landlord. Unless otherwise
authorized herein or expressly  provided by applicable laws or regulations,  the
Premises shall not constitute or be used as a "place of public accommodation" as
defined in the Americans with  Disabilities  Act of 1990 and applicable  federal
regulations.  Tenant  shall  promptly  comply  with  all  laws,  ordinances  and
governmental  orders  and  regulations  in any way  affecting  the  cleanliness,
occupation or use of the Premises or the physical accommodations, facilities and
equipment therein.  No auctions,  fire sales,  truckload sales,  sidewalk sales,
inventory  reduction sales,  liquidation sales,  bankruptcy sales, "going out of
business"  sales or sales of  similar  import any be  conducted  on or about the
premises except upon Landlord's  prior written consent in each instance.  Tenant
agrees to conduct its business in the Premises  during the regular and customary
hours for such type  business  in a lawful  manner,  in good faith and in such a
manner that  Landlord  will at all times  received  the  maximum  amount of Rent
consistent with the profitable  operation of Tenant's  business on the Premises.
Tenant shall not conduct wholesale,  factory outlet or warehouse business on the
Premises,  or  operate  as a  discount  store,  or  otherwise  engage in heavily
discounted  sales  from the  Premises.  For  purposes  of this  Lease,  "heavily
discounted"  sales shall mean those  advertised  or promoted  at  reductions  of
greater than fifty percent (50%) from retail  prices.  Tenant  further agrees to
maintain the interior of its Premises  with  tastefully  decorated and appointed
furnishings and store fixtures,  and with top-quality  display racks,  counters,
shelving, floor and wall coverings.

     Section 16.2. Business Hours and Continuous Operation. Tenant covenants and
agrees that it will conduct its business on the Premises, operating continuously
and without  interruption  during the entire Term under  Tenant's trade name (or
such other trade name as Landlord  may approve in writing),  remaining  open for
business  to the  public on the  Premises  and  being  staffed  with  sufficient
employees to handle anticipated sales during all hours and on all days set forth
on the Summary/Signature Page of this Lease.


                                       -9-
<PAGE>

In the event  Tenant  fails to open for  business for more than five (5) days in
any Lease  Year  when it is  otherwise  required  to be open  (except  due to an
unavoidable  casualty  to the  Premises  or  other  nonmonetary  reasons  beyond
Tenant's  control),  then Tenant shall pay one hundred and twenty percent (120%)
of the Minimum or Base Rents last  established  for the  remainder  of the Lease
Term.

     Section 16.3.  Prior Vacation.  In the vent that Tenant ceases to operate a
business on the Premises for the purpose  authorized  herein and as described in
Section  16.2 above,  or if Tenant  surrenders  the keys to the  Premises,  then
Landlord shall have all rights and remedies  under Article 21 below.  In case of
any such prior  vacation of the  Premises,  the Lease shall  continue  unless or
until  terminated by express action of Landlord  pursuant to Article 21 of these
General Provisions or until its Term expires, and Tenant shall remain liable for
the payment of rents and other charges, notwithstanding Landlord's acceptance of
the keys or attempts to re-let the Premises.

                                   Article 17
                           Bankruptcy and Insolvency

     Section  17.1.  Events of  Bankruptcy or  Insolvency.  The following  shall
automatically constitute "Events of Bankruptcy or Insolvency" by Tenant: (a) the
fling of any voluntary  petition or entry of an order for relief against Tenant,
under Chapter 7, 11 or 13 of the United States Bankruptcy Code [unless dismissed
within  thirty (30) days];  (b) the  conversion of a proceeding  against  Tenant
under any other chapter of the Bankruptcy  Code to a Chapter 7, 11 or 13 action;
(c) the  making of a  voluntary  assignment  by Tenant  for the  benefit  of its
creditors;  (d) the  appointment  of a receiver  or  trustee  to take  charge of
Tenant's business, or the take-over of Tenant's business by any federal or state
banking,  insurance or regulatory authority having jurisdiction;  (e) the filing
of any other petition or application  seeking relief under federal or state laws
now or  hereafter  providing  for the relief of  debtors;  (f) any  garnishment,
attachment,  exception  or  action  in aid of  pre-judgement  or  post-judgement
assessment or execution, or any local, state or federal tax sale or tax levy, or
(g) any other  transfer of this Lease by  operation  of law.  All such Events of
Bankruptcy or Insolvency  shall also constitute  defaults under this Lease,  and
Landlord may, at any time thereafter,  exercise any of the remedies available to
Landlord for such a default by Tenant. Notwithstanding anything to the contrary,
any such involuntary  proceeding against Tenant shall not constitute an Event of
Default or  Insolvency  if  dismissed  or stayed  with  thirty  (30) days of its
institution.

     Section 17.2.  Assignment of Lease. If an Event of Bankruptcy or Insolvency
occurs,  the  trustee,  receiver or  regulatory  authority in charge of Tenant's
business  may  temporarily  assume  the  obligations  of the Lease by curing all
monetary  defaults  within  ten (10) days from such  occurrence,  and curing all
other  defaults  within  thirty  (30)  days,  and by  timely  paying  all  rents
throughout  the  period  of  receivership,  trust or  regulatory  control.  Said
trustee,  receiver or regulatory  authority may then:  (a) reject and cancel the
Lease by written  order or notice to Landlord  within  sixty (60) days after the
occurrence of such Event of Bankruptcy or  Insolvency,  or such longer period as
may be  afforded by court  order or notice to  Landlord  within  sixty (60) days
after the occurrency of such Event of Bankruptcy or  Insolvency,  or such longer
period as may be afforded by court order or applicable  law; or (b)  permanently
assume and assign the Lease,  subject to  Landlord's  prior  written  consent in
accordance  with Article 15 above,  and subject  also to the  proposed  assignee
providing  Landlord  "adequate  assurances of future  performance"  as described
below. For purposes of this Lease,  "adequate  assurances of future performance"
shall mean substantial and convincing  objective  documentation or contractually
binding  commitments:  (i) that the proposed assignment will in no way breach or
violate  Landlord's  obligations  to its  creditors  or to other  tenants of the
Center,  or require the prior written consent of any third party, or require the
waiver of rights under any agreement  between Landlord and any third party; (ii)
that the proposed  transferee or assignee has  adequately  addressed  Landlord's
legitimate  concerns as to the effects of the  proposed  assignment  or sublease
upon the long-term  profitability and tenant mix of the Center, has provided all
documentation  and  information  requested  pursuant to Section 15.2 above,  and
reasonably  satisfied the burdens and criteria  described in Section 15.9 above;
(iii) that the proposed  transferee  or assignee has cured or will promptly cure
all  defaults  under the Lease;  has  deposited  or will  promptly  deposit with
Landlord, as security for the timely payment and performance of all future Lease
obligations  pursuant to Section  7.2 above,  a cash sum equal to at least three
(3) months'  Minimum or Base Rents at current  levels under the Lease plus three
(3) months'  Operating  Expenses and other charges due hereunder;  and (iv) that
the proposed  transferee or assignee has sufficient  experience,  managerial and
marketing skills to reasonably  assure that Landlord will receive the Minimum or
Base Rents (adjusted as provided in Section 3.2 above)  throughout the remaining
Lease Term.

                                   Article 18
                         Fixtures and Property Removal

     Section 18.1.  Tenant's  Property.  For the purpose of this Article 18, the
following  shall be deemed to be Tenant's  property:  (a) all  furniture,  trade
fixtures, equipment and movable personal property, other than those installed by
or at the  expense  of  Landlord;  and (b) all  inventory  and  stock  in  trade
furnished by or at the expense of Tenant.  Such property may be removed from the
Premises by Tenant at any time,  provided that items essential to the conduct of
Tenant's  business  shall be replaced with items of similar  purpose and quality
during the Lease Term.  All of Tenant's  property  except those  items,  if any,
which Landlord may have given Tenant specific written permission to leave in the
Premises,  shall be removed upon expiration or termination of this Lease. Tenant
shall: (i) repair any damage to the Premises,  building,  Center or tract caused
by the removal of Tenant's  property;  (ii) have all utility lines  professional
capped or plugged; and (iii) restore the Premises, building, Center and tract to
substantially  the same order and condition as existed  immediately prior to the
time Tenant entered into possession of the Premises,  ordinary wear and tear and
damage by casualty and the elements excepted.  Such repairs and restoration work
shall be made  promptly,  and in any event prior to expiration or termination of
this Lease. Any of Tenant's property not so removed may, at Landlord's  election
and without  limiting  Landlord's  right to compel  removal  thereof,  be deemed
abandoned,  and  Landlord  may remove and  dispose of the same and  restore  the
Premises to good order and condition,  and Tenant shall  reimburse  Landlord for
all  reasonable  costs  and  expenses  in  connection  with the  restoration  as
Additional  Rent  within  thirty (30) days after  written  notice  thereof  from
Landlord.  And Tenant  hereby  releases  Landlord  from any and all liability in
connection with the removal and  disposition of any of Tenant's  property not so
removed by Tenant prior to expiration or termination of this Lease.

     Section  18.2.  Landlord's  Property.  Regardless  of which  party may have
installed or paid for them, or may own or have insurable interest in them during
the Lease  Term,  any and all  plumbing  lines  and  fixtures,  light  fixtures,
heating,  ventilating and air  conditioning  equipment,  carpeting and suspended
ceilings,  and  other  improvements,   betterments,   materials,   fixtures  and
equipment,  affixed in any manner to the  Building  or  Premises  (except  trade
fixtures and equipment installed and paid for by Tenant) shall become Landlord's
sole property upon expiration or termination of this Lease; and no such property
may be removed from the Premises  except upon the expressed  written  consent of
Landlord;  provided  that  Landlord  shall have the right,  at its option,  upon
expiration  or  termination  of the Lease Term, to demand that Tenant remove any
specific improvements,  betterments or other items previously installed and paid
for by Tenant and to restore the Premises to substantially the same condition as
existed prior to Tenant  originally  taking  possession of the Premises,  all at
Tenant's  cost  and  expense;  and  Tenant  shall  promptly  comply.  By  way of
illustration   and  not  in  limitation,   the  following   kinds  of  fixtures,
improvements,  betterments  and other  items  shall be  deemed to be  Landlord's
property unless otherwise  determined by Landlord;  attached carpeting and floor
coverings; paneling, woodwork and moldings; doors and windows; attached mirrors;
fixed walls and  partitions;  pipes,  faucets,  sinks,  disposals,  commodes and
plumbing  fixtures  of all kinds;  lighting  fixtures  and  electrical  outlets;
heating,  ventilating and air conditioning  ductwork,  compressors,  condensers,
furnaces,  boilers and other  equipment;  hot water heaters;  floors,  decks and
mezzanines;   built-in  ovens,  stoves,  walk-in  or  nonremovable  freezers  or
refrigerators and other kitchen equipment;  suspended and fixed ceilings;  fixed
cabinetry and shelving; wall coverings;  ceiling and attic fans and humidifiers;
blinds,  drapes,  curtain  rods and other  window  treatments;  gazebos,  gates,
fences,  trellises,  trees, shrubs and plantings of all kinds; all similar items
and all improvements  and betterments to the building,  Premises and appurtenant
tract.


                                      -10-
<PAGE>

                                   Article 19
                 Landlord's Lien, Waiver and Security Agreement

     Section  19.1.  Landlord's  Lien.  All  property of Tenant  which is now or
hereafter may be in or upon the Premises,  whether or not exempt from execution,
shall be bound by and subject to lien and also to the  encumbrance of a security
interest in said property,  which hereby Tenant grants to Landlord in accordance
with the provisions of Uniform Commercial Code ("UCC") in the state in which the
Premises  are located for the payment of all rents and charges  herein  reserved
and for the payment of any damages  arising from  Tenant's  breach of any of the
covenants or agreements of this Lease; provided that the provisions hereof shall
not apply to inventory  stock-in-trade kept by Tenant, but the lien and security
interest  hereby  created shall apply as to all other  property of Tenant now or
hereafter in or upon said Premises. Tenant hereby appoints Landlord as its agent
and attorney-in-fact to execute any and all financing statements, amendments and
extensions  thereof  on UCC forms on behalf of  Tenant,  and to file the same on
behalf of Tenant or without Tenant's signature, at Landlord's option. In case of
default in the payment of any installment of rents or any other sums required to
be paid by Tenant when the same become due, which default continues for a period
of ten (10) days after written notice from Landlord to Tenant, Landlord may take
possession of all or any parts of such property and sell or cause the same to be
sold at public or private sale,  with or without  notice,  to the highest bidder
for cash,  and apply the proceeds of said sale toward the costs thereof and then
toward the debt and/or damages as aforesaid. Landlord's exercise of the security
interest herein created shall cause  Landlord's  interest in said property to be
senior to Tenant's  interest therein for proposes of any replevin action brought
against Landlord by Tenant.

     Section 19.2. Optional Waiver.  Landlord may elect, in its sole discretion,
to  release  or  subordinate  any and all  rights it may have to claim a lien or
other  rights in or to  Tenant's  property  described  in Section  18.1 of these
General  Provisions  above except as expressly  provided  therein in the case of
abandonment.  All banks and other lenders claiming a security interest in any or
all  Tenant's  property  may give  Landlord  written  notice  of their  security
interests upon or prior to expiration or termination of this Lease; and Landlord
will  contract  said lender if any such items remain in the  Premises  following
expiration or termination,  provided that the lender  promptly  removes the same
upon demand by Landlord.  Any items not so removed by the lender shall be deemed
abandoned,  and Landlord shall dispose of the same as it sees fit and retain all
proceeds (if any).

     Section 19.3.  Non-Waivable  Security Interest.  Regardless of who may have
installed or paid for them, or who may own or have  insurable  interests in them
during the Lease Term,  Landlord  hereby  affirms and asserts its lien rights in
and to full ownership of all Landlord's property described in Section 18.2 above
upon  expiration or  termination of this Lease,  together with all  replacements
thereof  and  substitutions   therefor.  The  provisions  of  this  Lease  shall
constitute a security  agreement under the Uniform  Commercial Code in the state
in which  the  Premises  are  located,  for the  payment  of all rents and other
charges  reserved  hereunder  and  damages  arising  from the breach (if any) by
Tenant of the  covenants,  terms or conditions of this Lease;  and such security
interest  shall  attach  and  apply  to any and all  improvements,  betterments,
equipment and other items installed by Tenant in the Premises  (except  Tenant's
property  described in Section 18.1 above), or otherwise  comprising  Landlord's
property as described  in Section 18.2 above.  In the event of default by Tenant
in the payment of rents or performance of any other covenant of this Lease, then
Landlord  shall  have all rights and  remedies  prescribed  in Article 20 below.
Further,  if Tenant fails to timely cure any such default after  written  notice
from Landlord,  then Landlord or its successors or assigns,  shall also have the
further right to take possession of the encumbered  property or any part thereof
and sell or cause  the same to be sold at any  public  or  private  sale with or
without  further notice to Tenant,  to the highest bidder for cash; and Landlord
may thereupon  apply  proceeds of such sale toward the costs of sale and then to
Tenant's  rental  obligations  and Landlord's  damages as aforesaid.  Landlord's
security interest herein created shall be first and paramount over the interests
of the Tenant and any lender of Tenant and  specifically  shall be senior to any
claim by Tenant or its lenders for  replevin of such  property  brought  against
Landlord. No action of Landlord in expressly waiving any security or lien rights
against  Tenant's  property  shall  ever be  deemed  to  extend  such  waiver to
Landlord's  property as described in Section  18.2 above.  Further,  no officer,
employee  or agent of  Landlord  shall have any  authority  to waive  Landlord's
security and lienable  interests in Landlord's  property described herein and in
Section 18.2 above;  such interests being waivable only by means of an expressed
written  resolution of Landlord's board of directors (or executive  committee of
the board of  directors,  if they are  expressly  empowered to so act).  Nothing
herein,  however,  is intended to preclude Tenant from securing proper leasehold
financing of Tenant's property and Tenant's leasehold interests in the Premises;
provided that upon expiration or termination of this Lease  Landlord's  property
shall remain Landlord's, free and clear of any encumbrance on the part of Tenant
or its lenders.

                                   Article 20
                                 Eminent Domain

     Section 20.1.  Effects of Condemnation.  If all or any part of the Premises
shall be taken by any  public  or  quasi-public  authority  under  the  power of
eminent  domain,  or conveyed to a public or  quasi-public  authority  under the
threat of the power of eminent domain,  then the terms of this Lease shall cease
as to that part of the Premises so taken or conveyed  (hereafter  referred to as
the "condemned portion") from the date possession of the condemned portion shall
be taken  by the  condemning  authority.  Unless  this  Lease  is  cancelled  as
hereafter  provided,  the Minimum or Base Rents and other  charges  provided for
herein  shall be reduced in  proportion  to the  amount of the  Premises  taken,
commencing with the date possession is acquired by the condemning authority.  If
the loss of the condemned  portion will, in landlord's sole judgement based upon
generally  accepted  standards  applicable to Tenant's business on the Premises,
have a significantly impairing effect on such business as to render the Premises
unfit for intended use, the Tenant may cancel this entire  Lease.  Such right to
cancel may be exercised by Tenant only:

     (a) If Tenant gives  Landlord at least ten (10) days' prior written  notice
of such cancellation;

     (b) The effective date of such cancellation of the entire Lease is the same
as the date  possession was obtained of the condemned  portion by the condemning
authority; and

     (c) Rent and all other  charges are paid in full to the  effective  date of
such cancellation.

     Section 20.2.  Awards. All damages awarded for any such taking shall belong
to  Landlord  as  its  property,  whether  such  damages  shall  be  awarded  as
compensation  for diminution in value to the leasehold or to the fee interest in
the Premises;  provided,  however,  that  Landlord  shall not be entitled to any
portion  of  the  award  made  to  Tenant  for  loss  of  business,  damage  and
depreciation to its inventory,  stock,  furnishings and trade fixtures,  and the
costs of removing and relocation the same.

                                   Article 21
                                    Default

     Section  21.1.  Events of Default.  Tenant  shall be in default  under this
Lease if any of the following events shall occur:

     (a) If  Tenant  fails  to pay  any  rent or  other  sum of  money  required
hereunder  within ten (10) days after  written  notice or billing from  Landlord
[hereafter referred to as a "monetary breach or default"].


                                      -11-
<PAGE>

     (b) If Tenant closes its business on the Premises when required to be open,
or vacates and removes its personal property therefrom, or abandons its personal
property  therein  [hereafter  collectively  referred  to as a  "closing"],  and
further fails to re-open for business in the Premises within ten (10) days after
written notice from Landlord.

     (c) If any Event of Bankruptcy  or Insolvency  occurs as defined in Section
17.1 above, or if Tenant  violates,  breaches or fails to perform any other act,
covenant  or  condition  required  or  prohibited  under this  Lease  [hereafter
collectively  referred to as a  "non-monetary  breach"],  and fails to cure such
non-monetary  breach within thirty (30) days after written notice from Landlord,
or fails to  promptly  and  timely  commence  the cure of any such  non-monetary
breach not  capable of being  cured  within  such  thirty (30) day period and to
diligently pursue the same to completion within reasonable period of time.

     Section 21.2. Remedies. In the event Tenant is in default under this Lease,
or if Tenant  voluntarily gives up possession of the Premises by delivering keys
or written  notice to that effect to  Landlord,  then  Landlord  may at any time
thereafter undertake any or all of the following remedies:

     (a) Cancel and terminate this Lease by written  notice to Tenant  expressly
stipulating the effective date thereof.

     (b)  Re-enter  and take  possession  of the  Premises,  remove all Tenant's
property  therefrom  and  store  or  dispose  of the same as  Landlord  sees fit
(applying the proceeds to Tenant's costs and obligations  hereunder),  and evict
any persons  therein  from the  Premises  -- and Tenant  shall be liable for all
costs and expenses thereof as Additional Rent hereunder.

     (c)  Accelerate  Tenant's  obligations  to pay Rents by  written  notice to
Tenant and demand  immediate  payment of all Rents that  accrue  throughout  the
remainder of the Lease Term.

     (d) Re-let the  Premises or any part  thereof  upon such terms and for such
use or uses as Landlord deems  appropriate for the tenant mix of the Center,  to
such parties  (and with such  experience,  financial  worth and  guarantees)  as
Landlord in its discretion shall deem sufficient to protect its interests in the
Premises;  provided  that  Landlord  shall  have no  obligation  to  re-let  the
Premises.

     (e) Seek payment of all rents and other charges  under the Lease,  together
with monetary damages suffered by Landlord as a result of Tenant's  default,  by
any  action  at law or in  equity  against  Tenant  and/or  its  principals  and
guarantors (if any).

     (f) Seek  possession  of the  Premises  by any  action  at law or in equity
against Tenant's and/or its principals and guarantors (if any).

     Section 21.3.  Consequential  Damages and Other Provisions.  Landlord shall
have no obligations to accept keys to the Premises from Tenant,  but (if it does
so) such actions shall not  constitute a surrender of the Premises by Tenant and
shall not cancel or terminate this Lease (except upon specific written notice to
that  effect from  Landlord),  No re-entry or  re-taking  of  possession  of the
Premises by Landlord shall under any  circumstances  be construed as an election
to terminate or cancel this Lease unless Landlord  expressly  elects to do so as
provided in Section  21.2(a)  above or unless so ordered by a court of competent
jurisdiction.  In  addition to the rents and other  charges  required to be paid
hereunder,  Landlord's  damaged as a result of Tenant's  default  shall  include
(without  limitation):   (a)  the  unamortized  balance  of  the  costs  of  any
improvements  (if any)  made or paid for by  Landlord  to  accommodate  Tenant's
occupancy of the Premises;  (b) the reasonable  costs of any clean-up and repair
work necessary or desirable to show the Premises to prospective new tenants; (c)
the  reasonable  costs  of  removing,  storing,  and/or  disposing  of  Tenant's
inventory,  furnishings  and trade  fixtures,  as well as any  improvements  and
betterments  in the Premises  that are not  suitable  for a new tenant;  (d) the
reasonable  costs of re-letting the Premises,  including  advertising  and other
out-of-pocket expenses and real estate leasing commissions or finders' fees; and
(e) court costs, filling fees,  investigation costs, reasonable attorney's fees,
late charges and interest on all sums payable by Tenant.  In its  discretion  at
any time or under any  circumstances,  Landlord's rights and remedies  hereunder
shall be cumulative and may be exercised and enforced concurrently.  No right or
remedies  under  this Lease  shall be  exclusive  of any other  right or remedy.
Landlord may  undertake one or more remedies  while not  exercising  others that
remain  available.  Specifically,  Landlord  may  undertake  any of the remedies
described in Section  21.2(b),  (c), (d) or (e) above  without  terminating  the
Lease  as  provided  in  Section  21.2(a)  above,  as to all or any  part of the
Premises or the rents and obligations under this Lease. If Landlord shall re-let
the Premises or any portion thereof,  all rentals received  therefrom during the
remaining Lease Term shall be applied to reduce Tenant's obligations  hereunder;
but Landlord shall  determine the acceptable  amount of rent for any new tenant,
without regard for Tenant's obligations.

     Section  21.4.  Attorney's  Fees.  In the event the parties  hereto  become
involved  in any  proceeding  to  enforce  this Lease or the  rights,  duties or
obligations  hereunder,  the  prevailing  party  in such  proceedings  shall  be
entitled to receive, as part of any reward, reasonable attorneys' fees, expenses
and court costs, and the non-prevailing party shall pay the same upon demand.

     Section 21.5.  Wavier of Jury Trial.  Each of the parties hereby waives the
right to trail by jury in action,  proceeding or counterclaim  brought by either
party (or any  affiliates)  against the other (or any  affiliates) on any matter
arising  out of or in any way  connected  with or  related  to this  Lease,  the
Premises, the Center or the relationship of the parties.

                                   Article 22
                       Sales and Mortgage of the Premises

     Section  22.1.  Mortgage.  Landlord  reserves  the  right  to  subject  and
subordinate this Lease at all times to the lien of any mortgage or deed of trust
loan now or hereafter placed upon Landlord's  interest in the Premises or on the
Center and land of which the Premises form a part.  Upon written  request of the
holder of any  mortgage  or deed of trust  (the  "Mortgagee")  now or  hereafter
encumbering the Premises,  Tenant shall  subordinate its rights under this Lease
to the lien of such mortgage or deed of trust. Notwithstanding the foregoing, if
the  Mortgagee  elects to have this lease  superior  to its  mortgage or deed of
trust,  then upon  Mortgagee's  request,  Tenant shall execute,  acknowledge and
deliver  an  instrument,  in the form  used by said  Mortgagee,  effecting  such
priority.  In the event  proceedings  are  brought  for  foreclosure  of, or the
exercise  of a power of sale under any such  mortgage  or deed of trust,  Tenant
shall, upon request,  adorn to the purchaser at any such foreclosure or sale and
recognize such purchaser as Landlord under this lease. Upon Landlord's  request,
Tenant shall promptly  execute,  acknowledge and deliver such instruments as are
required to effect the intent of this section.

     Section 22.2. Sale of Premises. Landlord further reserves the right to sell
or otherwise  assign its  interests in this Lease or the  Premises,  and no such
action  shall  affect or  otherwise  impair  this  Lease.  If  Landlord  conveys
ownership of the Center or Premises or if Landlord assigns its interests in this
Lease,  then upon such  conveyance or  assignment,  Landlord (and the grantor or
assignor,  in the case of any subsequent  conveyances or  assignments)  shall be
entirely  released from all  liability  with respect to the  performance  of any
obligations on the part of Landlord to be performed hereunder from and after the
date of such conveyance or assignment;  subject,  however, to the new Landlord's
accepting the  responsibility  for the  performance  of all  obligations of this
Lease to be performed by Landlord.


                                      -12-
<PAGE>

     Section 23.3. Estoppel Certificates.  Tenant agrees to execute, acknowledge
and  deliver  to and in favor of any  proposed  Mortgagee  or  purchaser  of the
Premises or Center,  within fifteen (15) days after written request by Landlord,
any estoppel  certificate  that may be  requested.  If such  certificate  is not
returned during that period of time, then commencing on the sixteenth (16th) day
and continuing each day thereafter, Tenant agrees to pay as Additional Rent, the
sum of Twenty-Five Dollars ($25.00) per day, until such certificate is returned.
The estoppel certificate shall state, among other things: (a) whether this Lease
is in full force and effect; (b) whether this Lease has been modified or amended
and, if so,  identifying and describing any such modification or amendment;  (c)
the date to which rents and any other  charges  have been paid;  and (d) whether
Tenant  knows of any default on the part of  Landlord  or has any claim  against
Landlord and, if so, specifying the nature of such default or claim.

     Section  22.4.  Quiet  Possession.   All  other  provisions  of  the  Lease
notwithstanding,  so long as Tenant shall not default in the payment of rents or
performance of the covenants of this Lease,  Landlord shall not disturb Tenant's
possession of the of the Premises;  and Tenant's obligations to subordinate this
Lease, provide estoppel  certificates and adorn to any purchaser or successor in
interest  to  Landlord,  as required  pursuant to Sections  22.1 and 22.2 above,
shall be conditional upon the mortgagee, purchaser or successor providing Tenant
with an appropriate non-disturbance agreement.

                                   Article 23
                              Notices and Service

     Section 23.1.  Receipt of Notice.  Any notice which either party desires or
is required  to deliver to the other shall be in writing and shall be  effective
and deemed  received:  (a) three (3)  business  days after  being  deposited  in
regular United States Mail, postage prepaid, addressed as provided below; or (b)
one (1)  business  day after  deposit  with a  nationally  recognized  overnight
courier  service;  or (c) upon  delivery  to  Landlord  or to Tenant or Tenant's
manager in person;  or (d) upon  receipt or refusal,  after being  delivered  in
person or deposited in certified United States mail,  return receipt  requested,
addressed as follows:

  To Tenant:   At Tenant's home office  address shown on the Summary/  Signature
               Page of the Lease or at the last  known  post  office  address of
               Tenant or at the address of the Premises; or

  To Landlord: J.C. Nichols Company
               310 Ward Parkway
               Kansas City, Missouri 64112
               Attention: Legal Department;

or to such other or additional addresses of which either party may, from time to
time, give written notice to the other.

     Section 23.2. Consent to Service.  Tenant agrees that any action brought in
connection  with  this  Lease  may be  maintained  in  any  court  of  competent
jurisdiction  in the country and state where the Premises  are  located.  Tenant
hereby  appoints  Landlord as agent for the purpose of accepting  service of any
legal process,  subject only to the condition that Landlord promptly send notice
of such  process to Tenant as  provided  in Section  23.1 above or at such other
address of Tenant as set forth  elsewhere  in this Lease or of which  Tenant may
give Landlord notice at a later date.

                                   Article 24
                           Expiration or Termination

     Section 24.1. Surrender of Premises. Upon expiration of the primary Term or
any  extension or renewal term of this Lease,  or upon  earlier  termination  or
cancellation of this Lease, unless the parties are negotiating in good faith for
a lease renewal,  Tenant shall surrender the Premises in substantially  the same
condition  (subject to the removals  herein allowed) as the Premises were on the
date Tenant  opened the Premises for business to the public,  ordinary  wear and
tear and fire or other casualty damage expected. Tenant shall also surrender all
keys for the  Premises  to  Landlord  at the place then fixed for the payment of
rent and shall give Landlord all  combinations  and keys for locks,  safes,  and
vaults,  if any, in the Premises.  Prior to the expiration or termination of the
Term,  Tenant shall remove all Tenant's  property and, to the extent required or
allowed  by  Landlord,  any other  installations,  alterations  or  improvements
provided for in Article 18 hereof, before surrendering the Premises as aforesaid
and shall repair any damage to the Premises caused thereby.  Tenant's obligation
to observe or perform this covenant  shall survive the expiration or termination
of this Lease.

     Section 24.2.  Holding  Over. In the event Tenant  remains in possession of
the Premises after the expiration or termination  date of this Lease and without
the execution of a new lease or an extension or renewal agreement,  Tenant shall
be deemed to be occupying said Premises from  month-to-month,  subject to all of
the conditions, provisions and obligations of this Lease insofar as the sale are
applicable  month-to-month  tenancy;  provided that during such holdover period,
Tenant  shall pay  Landlord  twice the  monthly  rents  and other  charges  last
established  under this Lease,  unless the parties are negotiating in good faith
for a lease renewal.

     Section  24.3.  Re-Letting  the  Premises.  Landlord may at any time within
sixty (60) days before the  expiration  date of this Lease enter the Premises at
all reasonable  hours for the purpose of showing the Premises to prospective new
tenants and offering the same for rent and may place and keep on the windows and
doors of the Premises signs advertising the Premises for rent.

                                   Article 25
                             Time and Force Majeure

     Section 25.1.  Force  Majeure.  In the event either party shall be delayed,
hindered or  prevented  from  performing  any act  required  under this Lease by
reason of strikes,  lockouts,  labor troubles,  inability to produce  materials,
failure of power, restrictive governmental laws or regulations, vandalism, riot,
insurrection,  war, civil disobedience, or reasons of like nature, which are not
the fault of the party delayed in performing, then performance of such act shall
be  excused  for the  reasonable  period of the  delay,  and the  period for the
performance  of any such act shall be extended  for a period  equivalent  to the
reasonable period of such delay.

     Section 25.2. Timely Performance.  Except as expressly  authorized pursuant
to  Section  25.1  above,  TIME IS OF THE  ESSENCE  OF  THIS  LEASE.  All  other
provisions  of this  Lease  notwithstanding,  no  force  majeure  event or other
circumstance  shall  justify or excuse a delay or  failure  to make any  payment
required  hereunder in a timely manner;  provided that the  commencement  of the
Lease or opening of the  Premises  for  business may be postponed as provided in
Section 23 above.


                                      -13-
<PAGE>

                                   Article 26
                        Real Estate Leasing Commissions

     Section  26.1.  Broker  Contacts by Tenant.  (a) Except as may be otherwise
described  in the  Special  Provisions  of this  Lease,  Tenant  represents  and
warrants to Landlord that Tenant has had no dealings with any broker or agent in
connection  with this Lease,  and Tenant  agrees to indemnify  and hold Landlord
harmless  from  and  against  any  and  all  claims,  liabilities  and  expenses
(including  reasonable  attorneys'  fees) imposed upon,  asserted or incurred by
Landlord as a consequence of any breach of this representation.

     (b) Tenant further agrees that Landlord shall have no obligation to pay (or
reimburse  Tenant)  for  any  real  estate  commission,  finder's  fee or  other
remuneration payable to any broker, consultants or lawyer contracted or retained
by Tenant or its affiliates in connection  with the renewal or extension of this
Lease.

                                   Article 27
                        Interpretation and Construction

     Section 27.1. Reasonable Consents.  Whenever the consent of either party is
required   hereunder,   such  consent  shall  not  be   unreasonable   withheld.
Reasonableness under all such circumstances shall mean on the basis of rational,
objective facts and information  sought and considered in good faith in order to
make a decision on the matter at hand which adequately protects the interests of
the party  making the  decision.  Moreover,  it is the intent and purpose of the
parties that no judge,  hearing  examiner or arbitrator  shall substitute his or
her  judgement  for that of  Tenant  or  Landlord  hereunder,  unless  clear and
convincing  evidence  exists  which  shows that such party is not acting in good
faith.

     Section 27.2. Waiver. The waiver by Landlord or Tenant of the breach of any
term,  covenant or condition in this Lease shall not be deemed to be a waiver of
any subsequent breach of the same or any other term,  covenant or condition.  No
covenant,  term or  condition of this Lease shall be deemed to have been waived,
unless such waiver is in writing signed by the party charged therewith.

     Section 27.3. No Accord and  Satisfaction.  No payment by Tenant or receipt
by  Landlord  of a lesser  amount than  actual  rents and other  charges  herein
reserved  shall be deemed to be a compromise  or agreement to accept such lesser
sum in full  satisfaction,  nor shall any endorsement or statement on any check,
or in any letter  accompanying a check, be deemed an accord and  satisfaction as
to such lesser amount.

     Section  27.4.  Severability.  If any term,  covenant or  condition of this
Lease or the  application  thereof  to any person or  circumstance  shall to any
extent be invalid or enforceable, the remainder of this Lease or the application
of such term covenant or condition to persons or circumstances  other than those
as to which it is held invalid or  enforceable,  shall not be affected  thereby;
and each term,  covenant and condition of this Lease shall be  severable,  valid
and enforceable independently to the fullest extent permitted by law.

     Section 27.5. Automatic Termination. Notwithstanding anything in this Lease
to the contrary,  if this Lease has not previously  been terminated and the Term
has not  commenced  within one (1) year from the date  hereof,  this Lease shall
automatically  terminate at the  expiration  of said period,  and neither  party
shall be liable to or have any rights against the other by reason thereof.

     Section 27.6. Survival of Tenant's  Obligations.  All obligations of Tenant
which by their nature involve performance,  in any particular,  after the end of
the Term,  or which cannot be  ascertained  to have been fully  performed  until
after end of the Term, shall survive the expiration or termination of the Lease.
Likewise,  utility bills, taxes and other items payable by Tenant hereunder, the
amounts  of which may not have  been  ascertained  or billed to Tenant  upon the
expiration or termination  date, shall  nonetheless be payable in full by Tenant
within ten (10) days after written notice thereof from Landlord.

     Section  27.7.  No  Partnership.  Nothing in this Lease  shall be deemed or
construed  by  the  parties  hereto,  nor  by  any  third  party,  to  create  a
relationship  between the parties hereto other than that of Landlord and Tenant,
nor does Landlord in any way or for any purpose  become a partner in the conduct
of Tenant's business,  nor a joint venturer or a member of a joint enterprise of
any kind with Tenant.

     Section 27.8.  Non-Binding  Effects and Amendments.  The submission of this
Lease for  examination  or execution  shall not  constitute a reservation  or an
option  for the  Premises,  and this  Lease  shall  become  effective  only upon
execution, delivery and acceptance hereof by both parties, subject to receipt of
the consideration  described in Section 7.1 above. Except as otherwise expressly
provided herein, no subsequent alteration, amendment, change or addition to this
Lease,  nor any  surrender of the Term shall be binding upon  Landlord or Tenant
unless reduced to writing and signed by them.

     Section 27.9.  Headings.  The article and section  headings used throughout
this Lease are for  convenience of reference only and shall in no way be held to
explain,  modify, amplify or aid in the interpretation,  construction or meaning
of the provisions of this Lease.

     Section  27.10.  Entire  Agreement;  Amendments.  This Lease  comprises the
entire agreement and understanding of the parties;  and all prior  negotiations,
correspondence,  proposals,  verbal understandings and other prior documents are
hereby merged into this Lease,  which shall not be amended or modified except by
a formal written instrument executed by both parties.

     Section 27.11.  Integration.  It is the expressed  intent of the party that
the  provisions  of this Lease be  construed  and  interpreted  in harmony as an
integrated  whole to the maximum extent  possible.  However,  in the event of an
irreconcilable  conflict between the language in the Special  Provisions and the
language in the General  Provisions of this Lease, the Special  Provisions shall
govern.

                    END OF GENERAL PROVISIONS OF THE LEASE.

                    THE ATTACHED SPECIAL PROVISIONS RIDER IS
                    INCORPORATED AS AN INTEGRAL PART OF THIS
                    LEASE.


                                      -14-

<PAGE>

                    ASSIGNMENT AND FIRST AMENDMENT OF LEASE

     THIS ASSIGNMENT AND FIRST AMENDMENT OF LEASE  ("Assignment  and Amendment")
is made and entered into this 18th day of July,  1997, by and among J.C. NICHOLS
COMPANY,  a Missouri  corporation  (as  "Landlord");  TED WHITE and RON TORCHIA,
d/b/a Invision (as "Assignor-Tenant"); and HEALTHCORE MEDICAL SOLUTIONS, INC., a
Delaware corporation (as "Assignee-Tenant").

                                    RECITALS

     A. By written Lease dated August 3, 1995  (the "Lease"), Landlord leased to
Tenant for a term expiring  October 31, 1997, the following  described  premises
("Premises"):

          That  certain  retail  space  known and numbered as 11904  South  Blue
          Ridge  Extension,  located in the Grandview  Village  Shopping  Center
          ("Center"),  in  Grandview,   Jackson  County,  Missouri,   containing
          approximately Four Thousand Eighty Five (4,085) square feet.

     B.  Assignor-Tenant  desires  to assign the Lease to  Assignee-Tenant,  and
Landlord is willing to approve such  assignment,  subject to the terms  provided
herein.

                                   AGREEMENT:

     NOW  THEREFORE,  in  consideration  of these  Recitals  and other  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1. Assignment of Lease. For value received,  Assignor-Tenant does hereby assign,
grant, bargain,  sell, transfer and convey to Assignee-Tenant all of its rights,
title and interests in and to the Lease.  This  Assignment  and Amendment  shall
take effect as of August 1, 1997 ("Assignment Effective Date").

2. Acceptance of Assignment.  In  consideration  for Landlord's  approval of the
foregoing  assignment and the benefits and advantages  accruing under the Lease,
the  undersigned   Assignee-Tenant  hereby  attorns  to  Landlord,  accepts  the
foregoing  assignment of Lease,  and agrees and covenants  with Landlord to keep
and perform all of the  obligations  and  covenants of Tenant  contained in said
Lease as it may be amended from time to time hereafter.  Assignee-Tenant further
covenants  and  agrees to timely pay all rents and other  charges  due under the
Lease. Assignee-Tenant accepts the Premises "as is".

3. Approval of Assignment. In consideration for the Assignor-Tenant's agreements
and the  Assignee-Tenant's  acceptance  and  covenants  set forth in  Section 2,
above,  Landlord hereby  approves the foregoing  assignment of Lease and accepts
the Assignee-Tenant as Tenant. Landlord further reserves the right to approve or
disapprove   any  future   assignments   or   subleases   on  the  part  of  the
Assignee-Tenant  in  Landlord's  sole  discretion  pursuant to Article 15 of the
Lease.

<PAGE>

4.  Release  of  Assignor-Tenant.  Assignor-Tenant  shall be  released  from all
obligations  under the Lease  which arise on or after the  Assignment  Effective
Date.  Nothing  contained  herein shall be construed to release  Assignor-Tenant
from any  obligations  which  arise  under  the  Lease  prior to the  Assignment
Effective Date.

5. Term.  The term of the Lease is hereby  extended  for an  additional  two (2)
years,  beginning on and  including the 1st day of November,  1997,  through and
including  the 31st day of  October,  1999 (the  "Extended  Term") upon the same
terms and conditions as set forth in the Lease, except as provided herein.

6. Minimum Rent.  For use and  availability  of the  Premises,  Tenant shall and
hereby agrees to pay Landlord  Minimum Rent,  without  notice or demand,  on the
first day of each month during the Extended Term of the Lease as follows:

     $1,465.00  shall be due and payable on  November 1, 1997,  and on the first
     day of each month thereafter, through and including October 1, 1998.

     $1,535.00  shall be due and payable on  November 1, 1998,  and on the first
     day of each month thereafter, through and including October 1, 1999.

7. Renewal Option. Provided Tenant is not then in default of any of the terms or
conditions of this Lease, Tenant shall have the right to extend the Term of this
Lease  for one (1) two (2)  year  period  ("Renewal  Term")  commencing  the day
immediately  following  the  expiration  date of the  initial  Term of the Lease
("Expiration  Date").  Tenant shall  provide  Landlord  with  written  notice of
Tenant's intent to exercise said renewal option ("Renewal  Notice") at least one
hundred twenty (120) days prior to the Expiration Date. All covenants, terms and
conditions  of this Lease  shall  continue in effect  during the  Renewal  Term,
except that the amount of Minimum  Rent to be paid during the Renewal Term shall
be that rate that  Landlord  determines is the fair market rate for the Premises
at the time of renewal.  Landlord  shall notify Tenant of the Minimum Rent to be
paid during the Renewal Term within  thirty (30)  business  days after  Landlord
receives  Tenant's  Renewal  Notice.  In the event that Tenant is  unwilling  to
accept the Minimum  Rent  determined  by Landlord for the Renewal  Term,  Tenant
shall so notify Landlord  within ten (10) days of receipt of Landlord's  Minimum
Rent notice ("Rejection  Notice").  If the parties are unable to reach agreement
within thirty (30) days after Landlord receive  Tenant's  Rejection Notice as to
what the Minimum Rent will be during the Renewal Term, then Tenant's election to
renew shall be deemed  cancelled,  and the Term shall  expire on the  Expiration
Date.

8. Environmental  Liability.  Tenant covenants not to introduce any hazardous or
toxic  materials  or  hazardous  substances  into any portion of the Premises or
Center  without  complying with all  applicable  Federal,  state and local laws,
ordinances,  regulations or orders  (whether now existing or hereafter  enacted)
pertaining to the  transportation,  storage,  use or disposal of such  materials
(collectively,  "Environmental Laws"),  including, but not limited to, obtaining
proper


                                       2
<PAGE>

permits. If Tenant's  transportation,  storage,  use or disposal of hazardous or
toxic  materials or hazardous  substances into the Premises or Center results in
the  contamination  of the soil or surface or ground water, the violation of any
Environmental  Laws or loss or damage to any  person or  property,  then  Tenant
shall  (i)  immediately   notify  Landlord  of  any   contamination,   claim  of
contamination,  violation of Environmental  Laws, loss or damage; and (ii) after
consultation  with Landlord,  clean up the contamination in full compliance with
Environmental  Laws.  Tenant further agrees to and shall  indemnify,  defend and
hold  harmless  Landlord,  its  successors  and  assigns  against  any  and  all
liability, loss or expense, including, but not limited to, reasonable attorneys'
fees,  arising  from  or  connected  with  any  such  contamination,   claim  of
contamination, violation of Environmental Laws, judgment, loss or damage related
to the existence,  disposal or release of contaminants or pollutants  introduced
into the Premises or Center. This provision shall survive the termination of the
Lease.  Tenant agrees that the indemnity  herein  contained  shall extend to any
actions caused by Tenant and its agents, employees, contractors or invitees.

9.  Ratification.  Except as specifically  amended hereby,  each and every other
term and  condition  of the Lease shall remain  unchanged  and in full force and
effect  without  modification,  and Landlord and Tenant hereby ratify and affirm
the same.  The Lease as amended to date  constitutes  the entire  agreement  and
understanding  of  the  parties;  and  all  prior  negotiations,  correspodence,
proposals,  prior documents and verbal understandings are hereby merged into the
Lease, as amended.

     WITNESSING  THEIR AGREEMENT and intending to be legally bound,  the parties
have executed this  Assignment and Amendment as of the date first written above,
by and through their duly authorized representatives.

(Assignor-Tenant)                       (Landlord)
                                        J. C. NICHOLS COMPANY
/s/ Ted White                           By: /s/ Michael T. Shields
--------------------------              ---------------------------
    Ted White                               Michael T. Shields
                                            Vice President

/s/ Ron Torchia
--------------------------
    Ron Torchia

(Assignee-Tenant)
HEALTHCORE MEDICAL SOLUTIONS, INC.

By: /s/ James H. Steinheider
----------------------------------
Print Name: James H. Steinheider
Title: Chief Operating Officer


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