BETWEEN DALLAS GALLERIA LIMITED, AS "LANDLORD" AND LBE TECHNOLOGIES, INC., AS "TENANT" d/b/a NASCAR SILICON MOTOR SPEEDWAY

1
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED
BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT

EXHIBIT 10.11

DALLAS GALLERIA LEASE

BETWEEN
DALLAS GALLERIA LIMITED, AS "LANDLORD"

AND
LBE TECHNOLOGIES, INC., AS "TENANT"
d/b/a NASCAR SILICON MOTOR SPEEDWAY

TENANT'S ADDRESS:
LBE Technologies, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

GUARANTOR'S ADDRESS:
N/A

LANDLORD'S ADDRESS:
Dallas Galleria Limited
c/o Hines Interests Limited Partnership
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTENTION: Senior Vice-President - Retail Development Group

With a copy to:

Dallas Galleria Limited
c/o Hines Interests Limited Partnership
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTENTION: Retail Property Management

INDEX TO DALLAS GALLERIA LEASE

ARTICLE I - PREMISES.......................................................... 1
Section 1.1 Demised Premises............................................. 1

ARTICLE II -- TERM OF LEASE................................................... 3
Section 2.1 Term......................................................... 3
Section 2.2 Commencement of Term......................................... 3
Section 2.3 Occupancy Date............................................... 4

ARTICLE III - RENT............................................................ 4
Section 3.1 Minimum Rent................................................. 4
Section 3.2 Percentage Rent.............................................. 4
Section 3.3 Quarterly Payments........................................... 5
Section 3.4 Quarterly Payment Dates...................................... 5
Section 3.5 Lease Year................................................... 6
Section 3.6 Adjustment for Actual Percentage Rent........................ 6
Section 3.7 Gross Sales.................................................. 7
Section 3.8 Monthly and Annual Statements................................ 9
Section 3.9 Audits by Landlord........................................... 9
Section 3.10 Place and Manner of Payment.................................. 10
Section 3.11 Landlord/Tenant Relationship................................. 10

ARTICLE IV -- CONSTRUCTION WORK............................................... 11
Section 4.1 Landlord's Construction...................................... 11
Section 4.2 Tenant's Construction........................................ 11
Section 4.3 Timely Performance by Tenant................................. 12
Section 4.4 Barricade Graphics........................................... 12

ARTICLE V - USE OF PREMISES................................................... 13
Section 5.1 Use of Premises.............................................. 13
Section 5.2 Covenants of Tenant Regarding Use............................ 13
Section 5.3 Tenant Signs................................................. 17
Section 5.4 Assignment or Subletting..................................... 18
Section 5.5 Cost of Assignment or Subletting............................. 20

ARTICLE VI -- PARKING FACILITIES.............................................. 20
Section 6.1 Parking Facilities........................................... 20
Section 6.2 Maintenance of Parking Facilities............................ 21
Section 6.3 Parking Designation.......................................... 21
Section 6.4 Tenant Compliance with Parking Rules......................... 22
Section 6.5 Employee Parking............................................. 22
Section 6.6 Temporary Closing............................................ 22
Section 6.7 Nonexclusivity of Parking.................................... 23
Section 6.8 Floor Space Definition....................................... 23

ARTICLE VII - COMMON AREAS ................................................... 23

Section 7.1 Common Areas Definition...................................... 23
Section 7.2 Maintenance of Common Areas.................................. 24

ARTICLE VIII -- CHARGES FOR AND MAINTENANCE OF COMMON AREAS................... 25
Section 8.1 Shopping Center Operating Expense............................ 25
Section 8.2 Mall HVAC Charge............................................. 27
Section 8.3 Tenant's Share of Parking Expense............................ 28
Section 8.4 Tenant's Share of Shopping Center Operating Expenses......... 30
Section 8.5 Payment of Operating Expense................................. 31
Section 8.6 Tenant's Audit Right......................................... 31

ARTICLE IX -- UTILITIES ...................................................... 32
Section 9.1 Tenant Payment for Utilities................................. 32
Section 9.2 Central System............................................... 33

ARTICLE X - MAINTENANCE OF SHOPPING CENTER AND DEMISED PREMISES............... 33
Section 10.1 Landlord's Obligations....................................... 33
Section 10.2 Tenant's Obligations......................................... 34
Section 10.3 No Change to Demised Premises................................ 35
Section 10.4 Fixtures..................................................... 35
Section 10.5 Surrender of Demised Premises................................ 36

ARTICLE XI -- TAXES........................................................... 36
Section 11.1 Payment Before Delinquency................................... 36
Section 11.2 Separate Assessments......................................... 37
Section 11.3 Tenant Renders Tenant Improvements........................... 37
Section 11.4 Parking Taxes................................................ 38
Section 11.5 Other Taxes.................................................. 38
Section 11.6 Monthly Payments and Year End Adjustments.................... 38
Section 11.7 Pro Rata Adjustment for Partial Years........................ 39

ARTICLE XII - INDEMNITY AND LIABILITY INSURANCE............................... 39
Section 12.1 Tenant's Indemnity and Release Agreement..................... 39
Section 12.2 Tenant's Liability Insurance................................. 41
Section 12.3 Tenant's Waiver and Release of Claims for Tenant's Property.. 41
Section 12.4 Release of Landlord Liability for Acts of Adjoining Tenants.. 42
Section 12.5 Worker's Compensation Insurance.............................. 43

ARTICLE XIII -- CASUALTY INSURANCE............................................ 43
Section 13.1 Landlord's Insurance......................................... 43
Section 13.2 Tenant Insurance............................................. 43
Section 13.3 Waiver of Subrogation........................................ 44
Section 13.4 Payment of Premiums.......................................... 44

ARTICLE XIV -- DAMAGE CLAUSE.................................................. 45
Section 14.1 Partial Damage............................................... 45
Section 14.2 Substantial Damage........................................... 45
Section 14.3 Termination for Damage....................................... 46

iii

Section 14.4 Abatement of Rent When Damage Interferes..................... 46
Section 14.5 Effect of Termination for Damage............................. 47
Section 14.6 Definitions of "Partial Damage" and "Substantial Damage"..... 47
Section 14.7 Other Damage................................................. 47

ARTICLE XV -- EMINENT DOMAIN.................................................. 48
Section 15.1 Effect of a Taking........................................... 48
Section 15.2 Right to Receive Awards...................................... 48
Section 15.3 Abatement of Rent............................................ 49
Section 15.4 Taking of Other Portions..................................... 49

ARTICLE XVI - MISCELLANEOUS COVENANTS OF TENANT............................... 49
Section 16.1 Landlord's Right to Inspect.................................. 49
Section 16.2 Access to Show Premises...................................... 50
Section 16.3 Promotional Programs......................................... 50
Section 16.4 Cooperative Promotional Opportunities........................ 51
Section 16.5 Grand Re-Opening Promotion................................... 51
Section 16.6 Tenant Certificates.......................................... 51
Section 16.7 Curing Landlord Defaults..................................... 52
Section 16.8 Obligations of a Mortgagee................................... 53
Section 16.9 Discharge of Mechanic's and Materialman's Liens.............. 53
Section 16.10 Recording Prohibited......................................... 54
Section 16.11 Force Majeure................................................ 54
Section 16.12 Holding Over................................................. 55
Section 16.13 Interest on Amount Past Due.................................. 55
Section 16.14 No Termination............................................... 56
Section 16.15 Ratings of Insurance Companies............................... 56
Section 16.16 Tenant Records............................................... 56
Section 16.17 Landlord Not Liable for Interest............................. 57
Section 16.18 Reimbursement for Legal Expenses............................. 57

ARTICLE XVII -- LANDLORD'S COVENANT OF QUIET ENJOYMENT AND LIMITATIONS OF
LIABILITY.................................................... 57
Section 17.1 Peaceful Enjoyment........................................... 57
Section 17.2 No Personal Liability of Landlord............................ 58
Section 17.3 Landlord and Tenant Not Liable for Special Damages........... 58
Section 17.4 Independent Obligations/Curing Landlord Defaults............. 58

ARTICLE XVIII -- LANDLORD'S REMEDIES.......................................... 59
Section 18.1 Events of Default............................................ 59
Section 18.2 Landlord Remedies............................................ 60
Section 18.3 Percentage Rent After Entry by Landlord...................... 62
Section 18.4 Lease Guaranty............................................... 62
Section 18.5 No Waiver.................................................... 62
Section 18.6 Security Interest............................................ 62

ARTICLE XIX - NOTICE.......................................................... 62
Section 19.1 Address and Manner of Giving Notice.......................... 62

ARTICLE XX - MISCELLANEOUS PROVISIONS REGARDING LEASE......................... 63
Section 20.1 Governing Law................................................ 63
Section 20.2 Representation by Corporate Tenant........................... 64
Section 20.3 No Accord and Satisfaction................................... 64
Section 20.4 Headings and Index........................................... 64
Section 20.5 Partial Invalidity........................................... 64
Section 20.6 Successors and Assigns....................................... 64
Section 20.7 When Lease Becomes Binding................................... 65
Section 20.8 Other Leases and Tenants..................................... 65
Section 20.9 Attorneys' Fees.............................................. 66
Section 20.10 Third Party Contracts........................................ 66
Section 20.11 No Broker.................................................... 66
Section 20.12 Security Deposit............................................. 66
Section 20.13 Time of the Essence.......................................... 67

ARTICLE XXI - LEASE SUPERIOR OR SUBORDINATE TO MORTGAGES...................... 67
Section 21.1 Lease Superior or Subordinate................................ 67
Section 21.2 Attornment by Tenant......................................... 67

ARTICLE XXII - ADDITIONAL TERMS............................................... 68
Section 22.1 "Galleria" Servicemark....................................... 68
Section 22.2 Construction Allowance....................................... 68
Section 22.3 Repayment of Construction Allowance.......................... 69
Section 22.4 Satellite Dish............................................... 70

DALLAS GALLERIA

CROSS REFERENCES 10 CERTAIN DEFINED TERMS

SECTION IN WHICH
TERM DEFINITION APPEARS
---- ------------------

Additional Rent .................................................. 3.10
Common Areas ..................................................... 7.1
Commencement Date ................................................ 2.2
Complex .......................................................... 1.1
Demised Premise .................................................. 1.1
Development ...................................................... 1.1
Floor Space ...................................................... 6.8
Force Majeure .................................................... 16.11
Full Replacement Cost ............................................ 13.1
Gross Sales ...................................................... 3.7
Landlord's Mortgagee ............................................. 21.1
Lease Year ....................................................... 3.5
Major Retail Store ............................................... 1.1
Majority Shareholder ............................................. 5.4
Mall Building .................................................... 1.1
Mall HVAC Charge ................................................. 8.2
Merchant's Association ........................................... 16.3
Minimum Rent ..................................................... 3.1
Parking Facility Taxes ........................................... 11.2
Partial Damage ................................................... 14.6
Percentage Rent .................................................. 3.2
Promotion Charge ................................................. 16.3
Quarterly Payment Date ........................................... 3.4
Security Deposit ................................................. 20.13
Shopping Center .................................................. 1.1
Shopping Center Operating Expense ................................ 8.1
Shopping Center Site ............................................. 1.1
Substantial Damage ............................................... 14.6
Tenant Improvements .............................................. 11.3
Voting Stock ..................................................... 5.4

DALLAS GALLERIA

LIST OF EXHIBITS

EXHIBIT A Plan of Demised Premises

EXHIBIT A-1 Location of Demised Premises
in Mall Building Floor Plan

EXHIBIT A-2 Description of Shopping Center Site

EXHIBIT A-3 Description of Complex Site

EXHIBIT A-4 Complex Site Plan

EXHIBIT B Description of Landlord's Work

EXHIBIT C Description of Tenant's Work

EXHIBIT C-1 Design Criteria for Tenant's Mechanical and Electrical Work

EXHIBIT C-1(a) Vertical Penetrations

EXHIBIT C-1(b) Suspension Criteria

EXHIBIT C-2 Design Criteria for Tenant's Architectural Standards and
Tenant's Signage Criteria

EXHIBIT D Central Heating and Cooling Rate Schedule

EXHIBIT E Landlord's Electrical Work

EXHIBIT F UCC-1 Financing Statement(s)

EXHIBIT S Satellite Agreement

vii

THIS INDENTURE OF LEASE (the "Lease") executed as of the 22nd day of
May, 1998 by and between DALLAS GALLERIA LIMITED, a Texas limited partnership
(hereinafter referred to as "Landlord"), and LBE TECHNOLOGIES, INC., a
corporation duly organized and existing according to the laws of the State of
California (hereinafter referred to as "Tenant"), doing business as Nascar
Silicon Motor Speedway.

WITNESSETH:

ARTICLE I -- PREMISES

SECTION 1.1 DEMISED PREMISES.

The Landlord hereby demises and leases to the Tenant, and the
Tenant hereby leases from the Landlord, upon and subject to the terms and
provisions of this Lease (which term is used herein shall include all Exhibits
attached hereto or referred to herein), the commercial space (sometimes
hereinafter referred to as the "Demised Premises") depicted on Exhibit A hereto
annexed and made a part hereof. Said Demised Premises contain approximately six
thousand six hundred fifty-one (6,651) square feet of floor area (measuring
from (i) the center of the two side demising walls and (ii) the front lease line
of the Demised Premises, through the rear wall), commonly known as suite 3800 on
level 3 as shown on Exhibit A-1 attached hereto of the multi-level structure
(the "Mall Building"), which Landlord has constructed on a parcel of land (the
"Shopping Center Site") located in Dallas, Dallas County, Texas. The metes and
bounds description of the Shopping Center Site is set forth on Exhibit A-2
annexed hereto and made a part hereof. In the event, within sixty (60) days
after commencement of the term of this Lease, either party hereto finds that the
actual floor area of the Demised Premises differs by ten (10) square feet or
more from the floor area set forth hereinabove and such difference is confirmed
by Landlord's independent architect (which confirmation shall be binding upon
Landlord and Tenant absent bad faith or manifest error on the part of Landlord's
architect), Landlord and Tenant shall execute an amendment to this Lease setting
forth the actual floor area, and proportionately changing Tenant's monetary
obligations, including Minimum Rent, based upon the ratio of the actual floor
area of the Demised Premises to the floor area set forth hereinabove. The term
"Mall Building" shall not include any Major Retail Store (as hereinafter
defined) or other structures

1
9

attached thereto. The term "Shopping Center" as used herein shall mean the
Shopping Center Site and the improvements constructed thereon (including without
limitation the Mall Building). The term "Major Retail Store" as used herein
shall be deemed to mean any retail tenant of the Shopping Center occupying at
least 75,000 square feet of floor space. The Shopping Center Site is part of a
larger tract of land (the "Complex Site") upon which other improvements have
been constructed, or are contemplated, in addition to the Shopping Center. The
Complex Site is more particularly described in Exhibit A-3 and is shown on
Exhibit A-4 (the Complex Site Plan), both of which are hereto annexed and made a
part hereof. The Complex Site and the improvements now or hereafter erected
thereon are herein referred to as the "Complex".

The purpose of attaching Exhibit A-1 hereto is to show the
approximate location of the Demised Premises within the Mall Building and
certain other improvements constituting part of the Shopping Center, but
Landlord hereby reserves the unrestricted right at any time to relocate, modify
and add to the parking areas, common areas and other facilities provided for the
Shopping Center and specifically hereby reserves the unrestricted right at any
time to reduce or expand the Mall Building and the Shopping Center (and the
Shopping Center Site) to exclude or include land and improvements. With respect
to expansion of the Complex, the same shall be accomplished by execution and
recordation by Landlord of an annexation supplement, in the office of the County
Clerk of Dallas County, Texas at which time "Complex" and "Complex Site", as
used herein shall include the land and improvements (then or thereafter erected
thereon) annexed pursuant to said instrument. Landlord agrees not to place any
kiosks within an area in front of the Demised Premises, determined as if
extending the side demising walls fifteen feet (15') in front of the Demised
Premises. Landlord reserves the right to place a kiosk in any other location.

Tenant shall receive by virtue of this Lease only the rights and
privileges herein specifically granted and/or leased unto Tenant, and Landlord
specifically excepts and reserves unto itself, without limiting the generality
of the foregoing, (i) the exclusive use of the roof (including, without
limitation, the installation of antennae, signs, displays, equipment and/or
other objects, as well as the right to construct additional stories if Landlord
so elects), exterior walls (other than store fronts) and the area above and
below the Demised Premises and (ii) the

2
10

right to place or to permit to be placed in the Demised Premises (above or
inside ceilings, below floors or next to columns), in such manner as to reduce
to a minimum any interference with Tenant's use of the Demised Premises, utility
lines, pipes, and the like, to serve the Common Area or premises other than the
Demised Premises, and to replace, maintain and repair, in such a manner as to
minimize to the extent possible any interference with Tenant's use of the
Demised Premises, such utility lines, pipes and the like, in, over and upon the
Demised Premises as may have been installed therein.

ARTICLE 11 -- TERM OF LEASE

SECTION 2.1 TERM.

TO HAVE AND TO HOLD the Demised Premises unto Tenant, subject to
matters of record affecting the Shopping Center Site and the terms, provisions
and conditions of this Lease for the term of [***] calendar months (plus
the partial month, if any) immediately following the commencement of the term
hereof.

SECTION 2.2 COMMENCEMENT OF TERM.

The term hereof shall commence on that date (the "Commencement
Date") which is the earlier to occur of: (a) one hundred twenty (120) days from
the first day on which the Demised Premises are ready for occupancy (in
accordance with the provisions of Section 2.3 hereof) by Tenant or (b) the
opening by Tenant of its business in the Demised Premises; and the term hereof
shall end on the last day of the sixtieth (60th) full calendar month (exclusive
of any partial month) after such Commencement Date. From and after the execution
of this Lease until the Commencement Date, all the terms and conditions of this
Lease shall be applicable to Landlord and Tenant (and any entry into the Demised
Premises by Tenant shall be subject to the terms hereof), except Tenant's
obligations to (i) pay Minimum Rent and Additional Rent and (ii) conduct
business from the Demised Premises.

*** Confidential treatment requested.

3
11
SECTION 2.3 OCCUPANCY DATE.

The Demised Premises shall be deemed to be ready for occupancy
by the Tenant on the date Landlord sends to Tenant a notice that the Demised
Premises are ready for occupancy by Tenant (subject to Tenant completing
Tenant's work described in Section 4.2 hereof).

ARTICLE III -- RENT

SECTION 3.1 MINIMUM RENT.

Tenant covenants and agrees to pay to Landlord, in the manner
and at the place specified in Section 3.10 hereof, minimum rent ("Minimum Rent")
for the Demised Premises at the rate of (a) [***] per calendar month during
calendar months [***] through [***] following the Commencement Date of this
Lease, plus proportionately for any partial calendar month at the commencement
of the term; and (b) [***] per calendar month commencing with the [***] calendar
month following the Commencement Date and continuing through the remainder of
the term of this Lease, and proportionately at such rate for any partial month,
which Minimum Rent shall be paid monthly in advance, without prior notice or
demand, on the first day of each and every calendar month during the term
hereof. The term "Minimum Rent", wherever such term is used herein, shall be
deemed to mean the Minimum Rent above specified, less any abatements or
reductions of said Minimum Rent which may result during the applicable period by
reason of the application of Sections 8.2, 14.4 or 15.3 hereof, and it is hereby
expressly agreed that said Sections 8.2, 14.4 and 15.3 of this Lease set forth
the only instances in which Tenant shall have any right to reduce or ▇▇▇▇▇
rentals due hereunder. In no event shall Tenant have any right to apply any
offset or counterclaim to Minimum Rent, Percentage Rent or any Additional Rent
due hereunder.

SECTION 3.2 PERCENTAGE RENT.

In addition to Minimum Rent, and as part of the total rent to be
paid by Tenant to Landlord, Tenant covenants and agrees to pay to Landlord, as
percentage rent ("Percentage

*** Confidential treatment requested.

4
12
Rent") for each "Lease Year" (as that term is defined in Section 3.5 hereof) of
the term hereof, a sum equal to the amount, if any, by which [***] of gross
sales (as defined in Section 3.7 hereof) are in excess of [***] during such
Lease Year.

Computation of the amount of Percentage Rent specified herein
shall be made separately with regard to each Lease Year of the term hereof, it
being understood and agreed that the calculation of the gross sales of any Lease
Year and the Percentage Rent due thereon shall have no bearing on, or connection
with, the gross sales of any other Lease Year of the term hereof. Tenant shall
pay the final Lease Year's Percentage Rent remaining to be paid, if any, thirty
(30) days prior to the end of the term of this Lease based upon gross sales to
date with an estimate of gross sales for the final month. Tenant's obligation to
pay Percentage Rent for the final Lease Year of the term hereof shall survive
the expiration or termination of this Lease.

SECTION 3.3 QUARTERLY PAYMENTS.

Tenant shall pay estimated Percentage Rent quarterly with
respect to each Lease Year on or before each "Quarterly Payment Date" (as that
term is defined in Section 3.4 hereof). The estimated amount to be paid on any
Quarterly Payment Date shall be a sum equal to the amount, if any, by which
[***] of gross sales for the three calendar months (and the partial month, if
any, other than the partial month in the same calendar month as the Quarterly
Payment Date) immediately preceding said Quarterly Payment Date shall exceed the
Minimum Rent to be paid by Tenant with respect to such quarter-annual period.
The partial month, if any, immediately following the Commencement Date shall be
considered a part of the quarter-annual period preceding the first Quarterly
Payment Date.

SECTION 3.4 QUARTERLY PAYMENT DATES.

The term "Quarterly Payment Date" is hereby defined to mean the
twentieth (20th) day of the fourth (4th), seventh (7th) and tenth (10th) full
calendar months during each Lease Year of the term of this Lease. For example,
(i) if the term of this Lease commenced on January 1, the quarterly payments of
Percentage Rent would be due on the 20th day of each

*** Confidential treatment requested.

5
13
April, July and October or (ii) if the term of this Lease commenced on August
15, the quarterly payments of Percentage Rent would be due on the 20th day of
each December, March and June. In each example, an adjustment for actual gross
sales during the Lease Year would be made in accordance with Section 3.6.

SECTION 3.5 LEASE YEAR.

The term "Lease Year" is hereby defined to mean each twelve (12)
full calendar month period during the term hereof commencing on the first day of
the first calendar month immediately following the Commencement Date and on each
anniversary thereof; provided, however, that the first Lease Year shall begin on
the Commencement Date and will end on the last day of the twelfth (12th) full
calendar month thereafter.

SECTION 3.6 ADJUSTMENT FOR ACTUAL PERCENTAGE RENT.

Within forty-five (45) days after the end of each Lease Year of
the term of this Lease, Tenant shall deliver to Landlord (i) a month-by-month
statement of gross sales for the preceding Lease Year as described in Section
3.8, (ii) a sum of money equal to the amount of unpaid Percentage Rent due with
respect to such preceding Lease Year, and (iii) if the amount of Percentage Rent
paid on Quarterly Payment Dates for the preceding Lease Year exceeds the amount
of Percentage Rent due for such Lease Year, a statement detailing the amount of
Percentage Rent due and the amount of excess payments made by Tenant.

Upon receipt of the statements required by this Section 3.6 or
Section 3.8, after any review of the computations contained therein, Landlord
shall (i) ▇▇▇▇ Tenant for any deficiency or (ii) refund to Tenant the amount, if
any, which has been paid by Tenant to Landlord as Percentage Rent in excess of
the Percentage Rent due under the provisions of Section 3.2. If Landlord's
computation of Percentage Rent reflects that the entire Percentage Rent has not
been paid, Tenant shall pay any remaining Percentage Rent due and payable,
together with interest thereon from the date or dates due until paid at the rate
provided in Section 16.13 hereof, as reflected by the ▇▇▇▇ or statement
submitted to Tenant by Landlord, within twenty (20) days after receipt of such
statement.

6
14

SECTION 3.7 GROSS SALES.

The term "gross sales" wherever used herein is hereby defined to
mean the dollar aggregate of:

(a) The sales prices of all goods, wares and merchandise sold, and
the charges for all services performed, by the Tenant to the
extent originating solely in, at, on or from the Demised
Premises, whether made for cash, on credit, or otherwise,
without reserve or deduction for inability or failure to
collect, including but not limited to such sales and services
(i) where the orders therefor originate at, or are accepted by
the Tenant in, the Demised Premises whether delivery or
performance thereof is made from or at any place other than the
Demised Premises; (ii) pursuant to mail, telegraph, telephone or
other similar orders received or filled at or from the Demised
Premises; (iii) by means of mechanical and other vending devices
in the Demised Premises; (iv) as a result of transactions
originating upon the Demised Premises; and/or (v) which the
Tenant in the normal and customary course of its operations
would credit or attribute to its business upon the Demised
Premises, or any part or parts thereof; and

(b) All moneys or other things of value received by the Tenant from
its operations at, in or from the Demised Premises which are
neither included in nor excluded from gross sales by the other
provisions of this definition.

The term "gross sales" shall not include: (a) the exchange of
merchandise between stores of Tenant where such exchanges are made solely for
the convenient operation of Tenant's business and not for the purpose of
consummating a sale which has theretofore been made at, in, on or from the
Demised Premises and/or for the purpose of depriving Landlord of the benefit of
a sale which otherwise would have been made at, in, on or from the Demised
Premises; or (b) returns to shippers or manufacturers; or (c) sales of fixtures
after use thereof in the conduct of the Tenant's business in the Demised
Premises; or (d) the sales price of all merchandise returned and accepted for
full credit or the amount of the cash refund or allowance made thereon, or (e)
sums and credits received in settlement of claims for loss or damage to
merchandise or other personal property or fixtures of Tenant; or (f) the
consideration received in connection with a sale of inventory which occurs other
than in the ordinary course of Tenant's business, including, but not limited to,
a sale in bulk or to a jobber, liquidator or assignee; or (g) sales taxes,
so-called luxury taxes, excise taxes, gross receipt taxes and other taxes not or
hereafter imposed upon the sale or value of merchandise or services, whether
added separately to the selling price of the merchandise or services and
collected from customers or included in the retail selling price; or (h)
receipts from public telephones and vending machines; or (i) any fees, costs or
charges deducted by third party credit card issuers (including, but not limited
to, MasterCard and Visa)

7
15
whether based on a percentage or flat rate, not to exceed [***] of Tenant's
gross sales in any given Lease Year; or (j) finance, interest, service or
carrying charges or other charges, however denominated, paid by customers for
extension of credit on sales and where not included in the merchandise sales
price; or (k) sales of fixtures, trade fixtures, or personal property that are
not merchandise held for sale at retail; or (l) sales by Tenant to its employees
at a discounted price not to exceed [***] of Tenant's gross sales in any one
Lease Year; or (m) revenue received from mailing, alterations, delivery or other
services performed on a non-profit basis for the benefit of customers; or (n)
Tenant's accounts receivable, not to exceed [***] of gross sales per Lease Year,
which have been determined to be uncollectible for federal income tax purposes
during the applicable lease year, provided, however, that if such accounts are
actually collected in a later lease year, the amount shall he included in gross
sales for such later lease year; or (o) rents, subrents or other consideration
received in connection with an assignment, sublease, license, concession or
other transfer of any portion of the store (however, gross sales of any such
transferee shall be included), including license fees otherwise payable by
Tenant in connection with a third party license agreement; or (p) amounts
received for merchandise transferred to any other place of business of Tenant
(or its subtenants, concessionaires and/or licensees) or to any business
organization affiliated with Tenant wherever located, provided such merchandise
is not used to fill a sale made in the store; or (q) discounts given for
promotional coupons that are redeemed from time to time; or (r) gift
certificates until such time as the certificates are redeemed; or (s) amounts
received in connection with promotional activities not located in the Shopping
Center; or (t) amounts received by Tenant in connection with its Construction
Allowance pursuant to Section 22.2 of the Lease; and there shall be deducted
from gross sales: (i) cash or credit refunds made upon transactions included
within gross sales, not exceeding the selling price of merchandise returned by
the purchaser and accepted by the Tenant, and (ii) the amount of any city,
county, state or federal sales, luxury or excise tax on such sales which is both
(a) added to the selling price or absorbed therein and (b) paid to the taxing
authority by the Tenant.

The term "gross sales" shall also include such gross sales made
by any sublessee, concessionaire, licensee or otherwise at, in, on or from the
Demised Premises; and such gross

*** Confidential treatment requested.

8
16

sales made by sublessees, concessionaires, licensees or otherwise shall be
included in the reports submitted by Tenant as herein provided.

SECTION 3.8 MONTHLY AND ANNUAL STATEMENTS.

Tenant agrees to deliver to Landlord, within twenty (20) days
after the end of each month during the term hereof, a complete statement signed
by an agent of the Tenant showing gross sales for the preceding month.

Within forty-five (45) days after the end of each Lease Year,
Tenant shall deliver to Landlord a statement of the gross sales of the Tenant
made at, in, on and/or from the Demised Premises for such Lease Year, certified
by a duly authorized officer of Tenant.

If Tenant shall fail to furnish to Landlord the annual certified
statement required by this Section 3.8 within forty-five (45) days after the end
of each Lease Year or the monthly statement required by this Section 3.8 on the
due date thereof, Landlord shall give Tenant notice thereof. If Tenant fails to
supply said statements within twenty (20) days of such notice, then in addition
to the remedies available to Landlord for default by Tenant hereunder, and
regardless whether the same constitutes a default by Tenant hereunder, Landlord
shall have the right to perform (or cause to be performed by an independent
auditing firm) an audit of Tenant's books and records to ascertain the
information required to be contained in the statement to be provided by Tenant.
Such audit shall be conducted at the sole cost and expense of Tenant; and Tenant
shall pay to Landlord within ten (1O) days of demand therefor the cost of such
audit as Additional Rent.

SECTION 3.9 AUDITS BY LANDLORD.

Landlord shall have the right, upon not less than twenty (20)
days prior written notice to Tenant, at any time within thirty-six (36) months
after the close of each Lease Year of the term hereof, to audit all of the books
of account, documents, records, returns, papers and files of the Tenant relating
to gross sales for such Lease Year, and the Tenant, on written request of the
Landlord, shall make all such matters available for such examination at either
the principal office of the Tenant or the Demised Premises. If the Landlord
shall have such an audit made for any Lease Year and the gross sales shown by
the Tenant's statement for such Lease Year should

9
17
be found to be understated, Tenant shall pay any rent deficiency revealed
thereby, plus interest on the amount past due from the date or dates due until
paid at the rate provided in Section 16.13 of this Lease within [***] days of
demand therefor. In addition, if gross sales shall be found to be understated by
[***] or more, then Tenant shall pay to Landlord the cost of such audit. If such
audit establishes an overpayment of Percentage Rent by Tenant, then Landlord
shall refund to Tenant the amount of such overpayment. Such examination and
audits shall be made, if at all, by an independent auditor designated by the
Landlord from time to time. Such auditor shall be compensated at usual and
customary rates and shall not be compensated on a contingency basis.

It is understood and agreed that in the case of an audit
pursuant to Section 3.8 or pursuant to this Section 3.9, any payments or
adjustments in Percentage Rent to be made shall be accomplished on the basis of
the audit results absent manifest error.

SECTION 3.10 PLACE AND MANNER OF PAYMENT.

Tenant shall make, without the necessity of prior demand
therefor, all payments due from Tenant to Landlord pursuant to the provisions of
this Lease, whether under this Article III, or otherwise, at Landlord's office
in Dallas, Texas (the address of which is set forth on the cover page of this
Lease), or such other place as Landlord shall from time to time designate in
writing. All sums due and payable by Tenant except for Minimum Rent and
Percentage Rent shall be collectively referred to herein as "Additional Rent".
All statements deliverable by Tenant to Landlord under this Lease shall be
delivered to the place where rent is then payable, or at such other place or
places as Landlord may from time to time direct by written notice to Tenant
pursuant to Article XIX hereof.

SECTION 3.11 LANDLORD/TENANT RELATIONSHIP.

It is further understood and agreed that the Landlord and the
Tenant shall in no event be construed or held to be partners, joint venturers or
associates of the other in the conduct of each party's business, nor shall
Landlord be liable for any debts incurred by the Tenant in the conduct of
Tenant's business; but it is understood and agreed that the relationship is and
at all times shall remain that of landlord and tenant.

*** Confidential treatment requested.

10
18

ARTICLE IV -- CONSTRUCTION WORK

SECTION 4.1 LANDLORD'S CONSTRUCTION.

Landlord has constructed the following improvements:

(a) the exterior of the Mall Building and a minimum of 300,000
square feet of total Floor Space (as defined in Section 6.8 of
this Lease) in the Mall Building, and

(b) parking facilities for the Shopping Center as described in
Article VI hereof.

That portion of the Demised Premises identified as "Landlord's
Work" has been constructed substantially in accordance with the Outline
Specifications contained in Exhibit B annexed hereto.

SECTION 4.2 TENANT'S CONSTRUCTION.

Landlord and Tenant hereby acknowledge and agree that Tenant is
leasing previously built and occupied premises. Tenant has been in occupancy of
and made a complete inspection of the Demised Premises, has found them to be
suitable for their intended purposes and agrees that it will take the Demised
Premises in an "AS-IS" condition on the date hereof without any representations
or warranties, expressed or implied, of any kind whatsoever, including, without
limitation, fitness for a particular purpose or tenantability, and without
recourse to Landlord.

Promptly after the Demised Premises are ready for Tenant's
occupancy (as defined in Section 2.3), Tenant shall perform at its own cost and
expense all the Tenant's work set forth in Exhibit C hereto annexed and made a
part hereof, shall equip the Demised Premises with trade fixtures and all
personal property necessary or proper for the operation of Tenant's business,
and shall, subject to the provisions of this Lease, open for business as soon
thereafter as possible (but, in any event, shall complete such work and open for
business by the Commencement Date). All such activities of the Tenant shall not
interfere with (i) any construction work of Landlord, (ii) the management and
operation of the Shopping Center, or (iii) the use of the Mall Building by other
tenants or occupants. Tenant hereby specifically agrees that any construction or
remodeling of the Demised Premises shall comply with the applicable portions of
Landlord's design and construction criteria set forth in Exhibits C, C-1, and
C-2 attached hereto and shall be subject to Landlord's prior written approval.

11
19

Notwithstanding anything to the contrary contained in this Lease
and the Exhibits attached hereto, in the event of a conflict between the
provisions of this Lease and/or the Exhibits and Tenant's plans and
specifications approved by Landlord ("Tenant's Approved Plans") for Tenant's
Work within the Demised Premises, Tenant's Approved Plans shall control.

SECTION 4.3 TIMELY PERFORMANCE BY TENANT.

Tenant recognizes that it is imperative that the Demised
Premises be fully fixtured and open for business on the Commencement Date.
Tenant agrees to furnish to Landlord (i) the name of Tenant's architect and/or
store designer for approval no later than five (5) days after the execution of
this Lease, and (ii) complete plans and specifications for approval for the work
to be performed by Tenant in accordance with the provisions of Exhibit C,
attached hereto and made a part hereof, within twenty (20) days after the
execution of this Lease. If Tenant shall not timely perform its obligations
pursuant to (i) or (ii) above, Landlord, in addition to all other remedies
available to it, shall have the right to terminate this Lease after giving
Tenant twenty (20) days' written notice and opportunity to perform such
obligations. Furthermore, if Tenant shall fail timely to perform its obligations
under Section 4.2 and the Demised Premises shall not open for business by the
Commencement Date, Tenant agrees to pay to Landlord, as liquidated damages
therefor and not as a penalty, for each calendar day commencing on the date set
forth in Section 2.2 to the date Tenant shall open for business to the public,
the greater of the following:

(i) [***] of the monthly installment of Minimum Rent (as specified
in Section 3.1), or

(ii) [***]

The foregoing provision with respect to liquidated damages shall
not alter Tenant's obligation to open the Demised Premises for business by the
Commencement Date.

SECTION 4.4 BARRICADE GRAPHICS.

Upon the construction of Tenant's barricade, Landlord shall
place or cause to be placed on the construction barricade or storefront of the
Demised Premises a sign identifying Tenant and Tenant's expected store opening
date, and including Tenant's logo wherever possible. In consideration of such
work undertaken by Landlord on Tenant's behalf, Tenant shall pay to

*** Confidential treatment requested.

12
20

Landlord with Tenant's initial payment of Minimum Rent, a one-time "Graphics
Fee" of [***].

ARTICLE V -- USE OF PREMISES

SECTION 5.1 USE OF PREMISES.

It is understood, and Tenant so agrees, that at all times during
the term of this Lease the Demised Premises shall be continuously used and
occupied by Tenant (i) primarily for the purpose of conducting a simulated
automobile racing entertainment center using interactive computer simulators
operated by the use of coins, tokens or otherwise, provided, however, at no time
shall Tenant devote less than seventy percent (70%) of the floor area of the
Demised Premises for such use, (ii) secondarily for the sale of auto racing and
other racing related entertainment merchandise, provided, however, Tenant may
not devote more than thirty percent (30%) of the floor area of the Demised
Premises for such secondary use and (iii) incidentally for the sale of snack
foods, non-alcoholic hot and cold beverages, provided, however, Tenant may not
devote more than one hundred (100) square feet of floor space for such
incidental use. The Demised Premises shall be used for no other purpose or
purposes whatsoever. The Demised Premises shall at all times be and appear to be
a Nascar Silicon Motor Speedway or Silicon Motor Speedway entertainment center.

SECTION 5.2 COVENANTS OF TENANT REGARDING USE.

Tenant further agrees that:

(a) Tenant shall always conduct its operations in and from the
Demised Premises under its present assumed or trade name or the
name "Silicon Motor Speedway", unless Landlord shall otherwise
consent in writing, and in such a manner as to maximize Tenant's
gross sales from the Demised Premises. Tenant shall carry at all
times in the Demised Premises merchandise of sufficient quantity
as shall be necessary to maximize gross sales;

(b) No auction, fire, distress, liquidation or bankruptcy sales
(whether real or fictitious) may be conducted within the Demised
Premises without the previous written consent of the Landlord;

(c) Tenant shall not use the malls, sidewalks, or other parts of the
Shopping Center outside of the Demised Premises (or outside the
Tenant's storefront if the storefront is set back from the outer
perimeter of the Demised Premises) for the sale or display of
any merchandise or signs or for any other business purposes or

*** Confidential treatment requested.

13
21

for outdoor public meetings or entertainment without the
previous written consent of the Landlord;

(d) Tenant shall keep the display windows of the Demised Premises
electrically lighted from the opening of the Mall Building for
business each day until the Mall Building is closed to the
public each day, or if Landlord shall set different hours, then
during such shorter or longer hours as Landlord shall so set by
notice to Tenant; provided however, that Tenant shall keep such
windows lighted during such shorter period as Landlord shall
designate in keeping with energy conservation methods or such
time periods as may be designated by applicable governmental or
utility regulation. If Tenant shall breach the provisions of
this subsection (d), Landlord may elect in lieu of exercising
any other remedies available to Landlord, to receive from Tenant
liquidated damages for each calendar day in which a breach under
this subsection shall occur commencing after the second (2nd)
breach in any consecutive twelve (12) month period, equal to the
sum of [***]. Landlord and Tenant agree that the failure to keep
the display windows of the Demised Premises electrically lighted
during the hours specified herein will cause great harm to the
Shopping Center, that it is difficult to specify exactly the
amount of damages resulting therefrom and that the liquidated
damages provided for above is a reasonable amount. If Landlord
elects to demand liquidated damages for any breach of this
Section 5.2, subsection (d), the liquidated damages shall
commence to accrue on the first day of the breach (not the first
day following the expiration of the grace period for cure, if
any). Tenant shall pay such liquidated damages to Landlord
within five (5) days of demand therefor and failure timely to
pay such sums to Landlord shall constitute a breach of this
Lease without further notice;

(e) Tenant shall receive and deliver goods and merchandise only in
the manner, at such times, and in such areas, as may be
designated by Landlord, and in this connection Tenant
specifically agrees (i) not to use any loading areas designated
exclusively for use by other tenants of the Shopping Center or
the Complex, (ii) to use Tenant's best efforts to complete or
cause to be completed, all deliveries, loading, unloading and
services to the Demised Premises prior to 10 a.m. each day,
(iii) to abide by such further reasonable regulations as
Landlord shall implement to regulate the activities of tenants
of the Shopping Center with respect to deliveries to and
servicing of the premises occupied by such tenants, (iv) to
reimburse Landlord for any costs of repairs to any part of the
Shopping Center necessitated by Tenant's receipt or delivery of
goods and merchandise, and (v) not to operate or cause to be
operated any "elephant trains" or similar transportation
devices;

(f) Tenant shall not use, or permit to be used, any sound
broadcasting or amplifying device which can be heard outside of
the Demised Premises without the prior written consent of
Landlord;

(g) Tenant shall not sell counterfeit merchandise or alcoholic
beverages, or display or sell indecent, sexually explicit or
pornographic literature, printed material, video products or
merchandise in or from the Demised Premises;

(h) Tenant shall not use or permit the use of any portion of the
Demised Premises for any unlawful purpose, or use or permit the
use of any portion of said Demised Premises as living quarters,
sleeping apartments or lodging rooms;

(i) Tenant shall not use the Demised Premises for any shooting
gallery, flea circus, funeral establishment, automobile showroom
or lot, secondhand store (other than antiques), bowling alley,
video game (other than racing simulators) or vending machine
parlor, pool or billiard establishment, or similar business or
activity.

*** Confidential treatment requested.

14
22

Notwithstanding anything to the contrary contained in this
subparagraph (i), Tenant shall be permitted to display one (1)
full size NASCAR stock car in the Demised Premises;

(j) Tenant shall not use, operate or maintain the Demised Premises
in such manner that any of the rates for any insurance carried
by Landlord, or any other owner or occupant of premises in the
Shopping Center, shall thereby be increased, unless Tenant shall
pay to Landlord, or the affected other owner or occupant of
premises in the Shopping Center, an amount equal to any such
increase in rates on demand as each premium which shall include
such increase shall become due and payable;

(k) Tenant shall not (i) perform any act or carry on any practice
which may injure the Demised Premises, any other part of the
Shopping Center, or the reputation and good will of Landlord and
the Shopping Center, (ii) cause any strong, unusual or offensive
odors or vapors or (iii) emit noises or sounds which have an
adverse effect on the operation of the Shopping Center or
interfere with any other tenant's quiet enjoyment of its
premises due to intermittence, beat, frequency, shrillness or
loudness (including, but without limitation, the use of
loudspeakers) and Tenant shall immediately act to reduce such
noises or sounds upon Landlord's request, or (iv) create a
nuisance or a menace to any other tenant or tenants or other
persons in the Shopping Center. Notwithstanding anything to the
contrary contained in this paragraph, Tenant shall be permitted
to install a video wall, mounted video screen or video panel
provided such installation is more than ten feet (10') from the
lease line;

(l) Recognizing that it is in the interests of both the Tenant and
the Landlord to have regulated hours of business for all of the
Shopping Center, Tenant agrees that commencing with the date
Tenant opens for business in the Demised Premises and continuing
throughout the remainder of the term of this Lease, Tenant shall
keep the front door(s) to the Demised Premises physically open
and shall operate the business conducted within the Demised
Premises at such hours and on such days and evenings of the week
(including Sundays) as may be determined from time to time by
Landlord, excepting only Christmas Day and Thanksgiving Day.
Tenant shall also have the right to remain open for business
until 2:00 a.m. If Tenant shall breach the provisions of this
subsection (1), Landlord may elect, in lieu of exercising any
other remedies available to Landlord, to receive from Tenant
liquidated damages for each calendar day in which a breach under
this subsection (1) shall occur commencing after the second
(2nd) breach in any consecutive twelve (12) month period, equal
to the greater of the following:

(i) [***] of the monthly installment of Minimum Rent (as
specified in Section 3.1), or

(ii) [***].

Landlord and Tenant agree that the failure to keep the Demised
Premises open in accordance with this subsection will cause
great harm to the Shopping Center, that it is difficult to
specify exactly the amount of damages resulting therefrom and
that the liquidated damages provided for above is a reasonable
amount. If Landlord elects to demand liquidated damages for any
breach of this subsection (1), the liquidated damages shall
commence to accrue on the first day of the breach (not the first
day following the expiration of the grace period for cure, if
any). Tenant shall pay such liquidated damages to Landlord
within five (5) days of demand therefor and failure timely to
pay such sums to Landlord shall constitute a breach of this
Lease without further notice.

*** Confidential treatment requested.

15
23
Notwithstanding anything contained in this subsection (1) to the
contrary, Tenant may close its business for two (2) days during
any consecutive twelve (12) month period for the sole purpose of
taking inventory in the Demised Premise;

(m) Tenant shall not use any portion of the Demised Premises for
storage or other services except as customary for its operations
in the Demised Premises in accordance with the uses of the
Demised Premises permitted in Section 5.1 of this Lease;

(n) Unless otherwise agreed to in writing by Landlord, Tenant shall
not display or sell merchandise or allow carts, signs, devices
or other objects to be stored or to remain outside the defined
exterior walls and permanent doorways or store front of the
Demised Premises, even on a temporary basis, and Tenant shall
not solicit in any manner in any of the automobile parking and
common areas of the Shopping Center or other parts of the
Complex;

(o) Tenant shall comply with all rules and regulations prescribed by
Landlord for the removal of trash from the Demised Premises,
including (i) the collection and removal of trash, refuse and
garbage from the Demised Premises in a manner approved by
Landlord and (ii) storage of such trash in a collecting area
approved or designated by Landlord. Tenant shall not permit
trash, rubbish, cartons, merchandise or other goods intended for
use in the Demised Premises to accumulate in the service
corridors, hallways, truck docks or other areas outside of the
Demised Premises; and Tenant shall be responsible for insuring
that any service corridor immediately adjacent to the Demised
Premises is kept clear of all items at all times. Landlord shall
have the right to remove and dispose of items in the service
corridor, and Tenant shall reimburse Landlord upon demand for
the cost of such removal and disposal, in the amount equal to
the greater of Landlord's actual cost or One Hundred Dollars
($100.00). Landlord shall not be responsible or liable to Tenant
for such removal of any property of Tenant;

(p) Tenant shall keep the Demised Premises free of pests and vermin
by periodic pest control treatment, which shall be undertaken by
Tenant in a manner approved by Landlord;

(q) The parties hereto acknowledge that the realization of the
benefits of a percentage rent lease is dependent upon Tenant's
maximizing its gross sales, and that self-competition is
inconsistent with the generation of maximum gross sales and with
Tenant's general contribution to the promotion of customer
traffic and commerce within the Shopping Center. The parties
further acknowledge that the annual Minimum Rent was negotiated
together with and giving consideration to the Percentage Rent
rate and base sales amount, and that self-competition by Tenant
will deprive Landlord of a bargained-for consideration.
Accordingly, Tenant covenants and agrees that during the term of
this Lease, in the event either Tenant or any person, firm or
corporation, directly or indirectly controlling, controlled by,
or under common control with, Tenant (and also, if Tenant is a
corporation, if any officer or director thereof, or any
shareholder owning more than ten percent (10%) of the
outstanding stock thereof, or any parent, subsidiary or related
or affiliated corporation) either directly or indirectly, or by
means of any license or sublease, engages in any business
similar to or in competition with that for which the Demised
Premises are let, within a radius of seven (7) miles of the
boundary of the Shopping Center Site without Landlord's prior
written consent, then Landlord shall include all gross sales
generated by Tenant's other store or stores within seven (7)
miles of the Shopping Center in calculating the Percentage Rent
due under this Lease. This covenant is not intended to restrict
the sale of Tenant's merchandise, but shall only apply to the
operation of a Nascar Silicon Motor Speedway entertainment
center within the aforementioned area. This covenant will be

16
24

inapplicable to (i) any business of Tenant extant as of the date
hereof, provided the size, trade name, nature and character of
such business remains the same and is continuously operated at
the same location and (ii) remote site promotional activities
which do not exceed sixty (60) days in any Lease Year;

(r) Tenant shall maintain positive air pressure in the Demised
Premises so as to prevent the drawing of heated or chilled air
from the Common Areas of the Mall Building.

SECTION 5.3 TENANT SIGNS.

To insure the operation of a first-class Shopping Center
Landlord reserves the right of approval with respect to all signage located in
the Demised Premises. Tenant specifically covenants and agrees that (except for
signs and lighting permitted in accordance with the provisions of Exhibit C-2
attached hereto and made a part hereof and Tenant's plans, as approved by
Landlord) Tenant shall not:

(a) paint, decorate or make any changes to the store front of the
Demised Premises; or

(b) install any exterior lighting or awnings, or any exterior signs,
advertising matter, decoration or painting in or upon the
Demised Premises; or

(d) affix any window or door lettering, sign decoration or
advertising matter to any window or door glass of the Demised
Premises; or

(e) erect or install any signs, window or door lettering placards,
decoration, or advertising media of any type which can be viewed
from the exterior of the Demised Premises, or erect or install
any of the foregoing which are suspended from the ceiling of the
Demised Premises except for (i) signs placed on the interior
walls of the Demised Premises which signs are located more than
five (5) feet from the lease line of the Demised Premises which
abuts the Common Area of the Shopping Center, and (ii) signs
located within five (5) feet of such lease line, provided such
signs are professionally prepared and limited in number;

without the prior written consent of Landlord first had and obtained. Tenant
shall install and maintain a sign on the exterior of the Demised Premises in
accordance with Exhibit C-2 attached hereto, at Tenant's expense. Tenant shall
keep all signs installed in or for the Demised Premises in good condition and in
proper operating order at all times.

If Tenant without the prior written consent of Landlord erects
or installs a sign with any dimension greater than two (2) feet within the
Demised Premises, and such sign is visible from the exterior of the Demised
Premises, and Landlord notifies Tenant (or, the manager of Tenant's store in the
Demised Premises) to remove such sign or signs, then, if Tenant does not remove
such sign or signs within twenty-four (24) hours after such notice to Tenant,
Landlord

17
25

may elect, in lieu of exercising any other remedies available to Landlord, to
receive from Tenant liquidated damages for each calendar day in which a breach
under this Section shall occur equal to Two Hundred Fifty Dollars and No/100
($250.00). Landlord and Tenant agree that signs with any dimension greater than
two (2) feet in the Demised Premises and visible from the exterior thereof will
cause great harm to the Shopping Center, that it is difficult to specify exactly
the amount of damages resulting therefrom and that the liquidated damages
provided for above is a reasonable amount. If Landlord elects to demand
liquidated damages for any breach of limitation on the size of any sign, as
contained in this Section 5.3, the liquidated damages shall commence to accrue
on the first day of the breach (not the first day following the expiration of
the grace period for cure, if any). Tenant shall pay such liquidated damages to
Landlord within five (5) days of demand therefor and failure timely to pay such
sums to Landlord shall constitute a breach of this Lease without further notice.

SECTION 5.4 ASSIGNMENT OR SUBLETTING.

Notwithstanding any other provisions of this Lease to the
contrary, Tenant covenants and agrees that it will not assign this Lease or
sublet (which term without limitation, shall include the granting of
concessions, licenses, and the like) the whole or any part of the Demised
Premises or mortgage, pledge, or encumber this Lease or any estate or interest
therein without in each instance having first received the express prior written
consent of Landlord, and only if an event of default by Tenant shall not have
occurred and be continuing. Landlord shall respond to any request by Tenant for
permission to sublease or assign within thirty (30) days after receipt of
written request. In any case where Landlord shall consent to such assignment or
subletting, the Tenant named herein shall remain fully liable for the
obligations of the Tenant hereunder, including, without limitation, the
obligation to pay the rent and all other amounts provided under this Lease.
Further, in the event Tenant sublets the whole or a part of the Demised Premises
for an amount in excess of the Minimum Rent (or proportionate Minimum Rent
applicable to the space covered by any sublease) payable by Tenant hereunder,
Tenant shall pay [***] of such excess amount to Landlord as Additional
Rent. The provisions of this Section 5.4 prohibiting the right of Tenant to
assign this Lease or sublet the Demised Premises without Landlord's prior
consent shall not, however, be applicable to an assignment of this Lease by the
Tenant to a subsidiary, affiliate or controlling corporation of Tenant, provided
(and it shall be a condition of the validity of such assignment) that such
subsidiary, affiliate or controlling

*** Confidential treatment requested.

18
26
corporation agrees in writing directly with Landlord to assume and be bound by
all the obligations of the Tenant hereunder, including without limitation (i)
the obligation to pay the rent and other amounts provided for under this Lease,
(ii) the use restrictions contained in Section 5.1, and (iii) the covenant
against further assignment of this Lease without Landlord's prior written
consent; but such assignment shall not relieve the Tenant named herein of any of
its obligations hereunder, and Tenant shall remain fully and primarily liable
therefor. In no event shall the granting of such written consent by Landlord
ever be construed as a waiver by Landlord of the requirement that each
subsequent assignment, if any, shall also require the prior written consent of
Landlord; and each subsequent assignor, if any, shall likewise remain fully
liable for the obligations of the Tenant hereunder. For the purposes of this
Section 5.4, the term "affiliate" of Tenant shall mean and refer to any entity
controlling, controlled by or under common control with Tenant or Tenant's
parent, as the case may be. "Control" as used herein shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of such controlled entity; and the ownership, or
possession of the right to vote, in the ordinary direction of its affairs, of at
least fifty percent (50%) of the voting interest in any entity.

The acceptance by Landlord of the payment of any sums from any
party other than the Tenant (whether or not such party is an occupant of the
Demised Premises) shall not be deemed to constitute consent by Landlord to any
assignment or transfer of this Lease, nor shall such acceptance be deemed to be
a waiver of Landlord's rights under this Section 5.4.

If Tenant is a corporation and if at any time during the lease
term the person or persons who then own or control a majority of its voting
shares ("majority shareholder") cease for any reason, including but not limited
to merger, consolidation or other reorganization involving another corporation,
to own or control a majority of such shares (except as the result of transfers
by gift, bequest or inheritance to or for the benefit of members of the
immediate family of the majority shareholder), Tenant shall so notify Landlord
and Landlord may terminate this Lease by notice to Tenant given within ninety
(90) days thereafter. For the purposes of this provision, stock ownership shall
be determined in accordance with the principles set forth in Section 544 of the
Internal Revenue Code of 1954, as the same existed on August 16, 1954, and the
term "voting stock" shall refer to shares of stock regularly entitled to vote
for the election of directors of the corporation. Failure by Tenant to notify
Landlord of such a change of ownership of the majority of voting shares shall
constitute an act of default hereunder.

Tenant may sell shares of its stock to the public as part of a
public offering registered with the Securities and Exchange Commission and/or
once registered by and through a nationally or regionally recognized securities
exchange. Tenant also may transfer or issue shares

19
27

of its capital stock in connection with any private placement of equity
securities, and so long as such shares are transferred or issued in compliance
with all federal and state securities laws the prior consent of Landlord to such
transfer or issuance shall not be required.

SECTION 5.5 COST OF ASSIGNMENT OR SUBLETTING.

In the event Landlord gives its consent to an assignment of this
Lease or a subletting of the Demised Premises, Tenant shall pay all reasonable
costs and expenses in connection with such assignment or subletting, including,
without limitation, any attorneys' fees of Landlord for work requested by Tenant
in connection with the assignment or subletting (such fees not to exceed [***]
and any cost of renovating, altering or decorating the Demised Premises for a
new occupant and any leasing brokerage fees payable.

ARTICLE VI -- PARKING FACILITIES

SECTION 6.1 PARKING FACILITIES.

Landlord agrees that no structures shall be erected on the
Shopping Center Site unless at the time of completion thereof and the opening of
such structure for business to the public, surface, subsurface and/or
multi-level (or any combination thereof) parking facilities for use by tenants,
employees and patrons of such structures shall be available and shall meet the
following requirements:

(a) 5 parking spaces per 1080 square feet of Floor Space (as defined
in Section 6.8 hereof) devoted to retail and commercial uses
(other than as provided in (b) and (c) below);

(b) 3.5 parking spaces per 1000 square feet (i) of Floor Space
devoted to office space (including Floor Space in all office
buildings within the Shopping Center) and (ii) of Floor Space in
banks, trust companies, savings and loan institutions, stock
brokerage firms, ▇▇▇▇▇▇ shops and beauty salons in the Complex,
including the Mall Building and other office-type users in the
Mall Building;

or such greater or lesser requirements as are set forth in applicable ordinances
(or permitted variances therefrom) of the City of Dallas, Texas.

20
28

Notwithstanding anything contained to the contrary in this
Section 6.1, it is understood and agreed that to the extent permitted by
applicable governmental authorities, additional parking facilities shall not be
required for restaurants, clubs, cinemas and other establishments (a) whose
primary business is after 5:00 P.M. or (b) whose primary business is on the
weekend or (c) whose customers, visitors, patients, clients, invitees,
licensees, subtenants or concessionaires are largely tenants or customers,
visitors, patients, clients, invitees, licensees, subtenants or concessionaires
of other Complex facilities for which parking is otherwise required or provided
pursuant to this Section 6.1.

SECTION 6.2 MAINTENANCE OF PARKING FACILITIES.

In addition to parking spaces, the parking facilities shall
include such additional space as is customarily included in parking areas and
garages, such as entrances, exits, and aisles and walkways. Landlord agrees that
all of said parking facilities, including proper lighting thereof, shall be
maintained by Landlord in reasonably good repair and clean condition throughout
the term of this Lease.

SECTION 6.3 PARKING DESIGNATION.

Landlord agrees that Tenant may during the term hereof, with
others, have the nonexclusive right (subject to the same limitations as are
applicable to others) to use the parking facilities designated from time to time
by Landlord within the Complex (and in addition thereto, any parking areas
outside the Complex provided and designated by Landlord for Shopping Center
tenants) for the accommodation and parking of such automobiles of the Tenant,
its officers, agents and employees, and its customers while in the Shopping
Center; but it is understood and agreed that Landlord shall have the right to
designate from time to time, and to change from time to time, the portions of
the Shopping Center parking facilities (and such other parking facilities) that
shall be used as parking areas, approaches, exits, entrances, roadways, and the
like.

21
29

SECTION 6.4 TENANT COMPLIANCE WITH PARKING RULES.

Tenant agrees that it and all persons claiming by, through and
under it, shall at all times abide by all rules and regulations promulgated by
Landlord with respect to the parking facilities and other common areas of the
Shopping Center or the Complex. Without limitation, Landlord may establish
permit parking or such other devices Landlord deems appropriate to control use
of the parking facilities and may allow and/or institute and operate valet
parking. Landlord shall have the right to restrict parking for particular users
during certain hours of the day, in such manner as Landlord deems advisable for
the benefit of the Shopping Center or the Complex.

Nothing in this Lease shall be deemed to prohibit the
establishment and enforcement by Landlord of a system of charging for the use of
parking spaces provided by Landlord for retail tenants of the Complex, and for
such tenants' employees and/or customers.

SECTION 6.5 EMPLOYEE PARKING.

Landlord may prescribe certain sections within the parking
facilities in the Complex, or on the other land outside the Complex within a
reasonable distance, for use as parking space for the employees, contractors,
licensees and concessionaires of Tenant to use. Tenant shall be fully
responsible to cause all of its employees, contractors, licensees and
concessionaires to park their cars only in those areas as Landlord may from time
to time designate. To this end, Tenant shall furnish the Landlord, upon
Landlord's request at reasonable intervals, the license numbers of automobiles
of all such parties; and Tenant shall pay to Landlord, on demand, an amount
equal to [***] per incident for every time an employee, contractor, licensee or
concessionaire of Tenant parks in areas not designated as employee parking. Any
areas so designated for such parking, whether within or without the Shopping
Center Site, shall be deemed parking facilities for all purposes.

SECTION 6.6 TEMPORARY CLOSING.

Landlord may from time to time temporarily close any portion of
the parking facilities provided for the Shopping Center to make repairs or
changes, to prevent the acquisition of public rights in such areas, or to
discourage non-customer parking or use thereof.

*** Confidential treatment requested.

22
30

SECTION 6.7 NONEXCLUSIVITY OF PARKING.

Subject to the other provisions of this Article VI, all parking
spaces provided for use by Tenant shall be used by Tenant on a nonexclusive and
co-mingled basis with (i) Landlord and (ii) other tenants or occupants and
customers and patrons of the Shopping Center, and (iii) other tenants and
occupants and their customers and patrons of the Complex; provided, however,
that Landlord shall at all times have the right to designate and control parking
facilities in such manner as Landlord deems advisable and for the benefit of the
Shopping Center or the entire Complex.

SECTION 6.8 FLOOR SPACE DEFINITION.

The term "Floor Space" as used in this Lease means "gross
leasable area" which is defined as the actual number of square feet of floor
space, determined by the linear dimensions in feet, from the center of party or
interior walls (or the outside of the exterior building perimeter walls, as
applicable) to the center of party or interior walls (or the outside of the
exterior building perimeter walls, as applicable), but excluding (i) the second
level of any multi-level storage area created by fixture installation to
increase usability for stock keeping purposes, as contrasted to structural
building installation, (ii) service corridors, truckways, walkways, loading
docks and common areas, (iii) escalators and elevators available for use by more
than one occupant of the Shopping Center and (iv) physically separated areas
used exclusively to house mechanical, building service or maintenance equipment.
With respect to office space (other than space in retail stores used for office
purposes), "Floor Space" shall mean seventy percent (70%) of the total floor
area.

ARTICLE VII -- COMMON AREAS

SECTION 7.1 COMMON AREAS DEFINITION.

"Common Areas", as used herein with respect to the Shopping
Center (as the same may be altered or expanded pursuant to Section 1.1), means
the improvements and portions of the Shopping Center which have been designated
and provided for common use by or for the benefit of more than one occupant of
the Shopping Center and/or Complex, including without

23
31

limitation (if and to the extent facilities therefor are provided at the time in
question), the land and facilities (within or without the Complex, as provided
in Article VI hereof) utilized for or as parking areas for the Shopping Center;
access and perimeter roads, entrances and exits to and from the Shopping Center
and Complex and to and from the public highways and streets abutting the
Complex; truck passageways, loading courts, loading platforms, truck docks and
truck maneuvering areas; service corridors and stairways and/or loading
facilities; landscaped areas; open malls (except retail areas therein where
permitted under this Lease); on-site and off-site signs identifying or
advertising the Shopping Center and the Complex; exterior walks, sidewalks and
arcades; skylights, stairs, stairway, elevators, escalators, ramps and any other
pedestrian direction and control measures; interior corridors, arcades and
balconies; directory signs and equipment; underground storm and sanitary sewers,
utility lines and the like to the junction box serving one occupant exclusively,
and any of the foregoing which serves the Common Areas; sprinkler systems, fire
protection and security alarm systems; lockers and locker rooms, wash rooms,
comfort rooms, drinking fountains, toilets and auditoriums; maintenance
buildings or areas; custodial facilities; office for the marketing director to
carry out the services described in Section 16.3; and other public facilities;
and bus stations, taxi stands and the like, if any.

It is understood that some of the facilities to fulfill
Landlord's obligations under Article VI may be located outside the Shopping
Center Site but within the Complex. In addition, to the extent that and so long
as (but only so long as) parking spaces outside the Complex are used to provide
parking to fulfill Landlord's parking obligations under Article VI of this
Lease, and so long as said parking spaces outside the Complex have been
designated for such purpose by Landlord, the tract of land on which such parking
spaces are provided and designated and all improvements thereon shall be
considered Common Areas.

SECTION 7.2 MAINTENANCE OF COMMON AREAS.

Landlord agrees that the Common Areas shall be maintained by
Landlord in reasonably good repair and condition throughout the term of this
Lease.

24
32

ARTICLE VIII -- CHARGES FOR AND MAINTENANCE OF COMMON AREAS

SECTION 8.1 SHOPPING CENTER OPERATING EXPENSE.

All costs and expenses ("Shopping Center Operating Expense") of
every kind and nature paid or incurred by Landlord (including reasonable
reserves) in operating, managing, accounting in connection with, equipping,
controlling, lighting, repairing, replacing, enhancing and maintaining all
Common Areas (including, but without limitation, all costs and expenses incident
to maintaining, replacing due to use, wear and tear, and repairing as reasonably
required to maintain the Common Areas in the same condition as existed when
originally completed) and the "Mall HVAC Charge" (as defined in Section 8.2
hereof) shall be prorated and Tenant shall share therein in the manner provided
in Sections 8.3 and 8.4 of this Lease. Shopping Center Operating Expense shall
likewise include (but shall not be limited to) water, sewer and utility charges;
premiums for liability, property, worker's compensation, employers' liability
and other casualty and/or risk insurance provided by Landlord in connection with
the Shopping Center (including all such insurance with respect to parking
facilities and for the entire Mall Building); contractor fees, contractor costs
and personnel compensation; management expenses of the Shopping Center,
including costs of a management office, wages and salaries of management and
support personnel situated in the Complex; Landlord's accounting costs;
unemployment taxes, social security taxes and personal property taxes; fees for
permits and licenses; scheduling and compensation of security personnel, traffic
directors and/or parking attendants (if and to the extent provided by Landlord);
equipment, operation and repairs of loudspeakers and any equipment supplying
music or intercom capability to the Common Areas; all costs and expenses of
planting, replanting and replacing flowers and landscaping; repair and rental
costs for, and reasonable depreciation of, equipment used in the operation and
maintenance of the Common Areas; skylight and vault glass cleaning and
replacement; costs and expenses of lighting, heating, ventilating, repairing,
replacing and maintaining the Common Areas and their facilities; costs and
expenses of cleaning and removal of rubbish, dirt and debris; Shopping Center
Parking Facility expense as defined in Section 8.3; and administrative costs
equal to [***] of the total costs of Shopping Center Operating Expense; but
there shall be excluded (a)

*** Confidential treatment requested.

25
33
the depreciation of the original cost of constructing said Common Areas, (b)
costs incurred in connection with or directly related to the original
construction (as distinguished from maintenance and repair) of the Shopping
Center, (c) principal and/or interest payments on any financing for the Shopping
Center or the regional retail development or any portion thereof or rental under
any ground lease or other underlying lease, (d) the cost of any repairs,
alterations, additions or replacements to the structure of the Shopping Center
which would be classified (under generally accepted accounting principles) as
capital expenditures, to the extent they upgrade or improve the Shopping Center,
as opposed to replacement of existing items, (e) the costs of correcting defects
in or inadequacies of the initial design or construction of the Shopping Center,
or repair and/or replacement of any of the original materials or equipment
required as a result of such defects or inadequacies, (f) reserves for
anticipated future expenses, (g) legal and other fees, leasing commissions,
advertising expenses and other costs incurred in connection with development or
leasing of the Shopping Center, or in connection with negotiations or disputes
with tenants, occupants or prospective tenants or occupants, or legal fees
incurred in connection with this Lease, (h) repairs or other work occasioned by
casualty or the exercise of the right of eminent domain; (i) expenses incurred
in build out, renovation or other improvement or decoration, painting or
redecoration or any leasable area, (j) any items for which Landlord is
reimbursed by insurance or otherwise compensated, including direct reimbursement
by any tenant or occupant of the Shopping Center, (k) costs incurred due to the
violation by Landlord or any tenant or occupant of any term or condition of any
lease or rental arrangement covering space in the Shopping Center, (l) expenses
in connection with services or other benefits of a type which are not provided
Tenant but which are provided to another tenant or occupant of the Shopping
Center, (m) any interest or penalties incurred as a result of Landlord's failure
to pay any ▇▇▇▇ as the same shall become due, (n) salaries and bonuses of
officers and executives of Landlord and compensation paid to clerks, attendants
or other persons in commercial concessions operated by Landlord, (o) advertising
and promotional expenditures or customer services, (p) costs, fines, or fees
incurred by Landlord due to violations of any federal, state or local law,
statute or ordinance, or any rule, regulation, judgment or decree of any
governmental

26
34
rule or authority, (q) any governmental charges, impositions, penalties or any
other costs incurred by Landlord to cleanup, remove, ▇▇▇▇▇ or neutralize any
Hazardous Materials (as defined in Section 5.2(u) hereof) present at the
Shopping Center, unless the cleanup, removal, abatement or neutralization of any
Hazardous Materials is required as a result of Tenant, or Tenant's contractors,
licensees, agents, servants, or employees bringing or releasing any Hazardous
Materials in the Shopping Center, in which event Tenant shall be responsible for
the cleanup, removal, abatement or neutralization of same, (r) the cost of any
work or services performed for any facility other than the Shopping Center, (s)
any costs representing an amount paid to a person, firm, corporation or other
entity related to Landlord which is in excess of the amount which would have
been paid in the absence of such relationship and (t) any other costs and
expenses that are not ordinarily treated as operating or maintenance expenses
under generally accepted accounting principles.

SECTION 8.2 MALL HVAC CHARGE.

The term "Mall HVAC Charge" is hereby defined to mean the Mall
Building's pro rata share (as determined by Landlord) of the total cost of
providing, operating and maintaining heating and air cooling to the Common Areas
in accordance with the system specifications set forth in Exhibit C-1 attached
hereto and made a part hereof.

If, as a result of an interruption of the services provided by
Landlord, due to a reason that is within the control of Landlord, and that is
described in this Section 8.2, the Demised Premises becomes untenantable and
Tenant cannot operate its business from within the Demised Premises for a period
of two (2) days after such interruption of its business, then Tenant's payment
of Minimum Rent and all Additional Rent (but not Percentage Rent) shall ▇▇▇▇▇
commencing with the first day of such interruption and continuing until the date
such services are restored to a condition such that the Demised Premises are
tenantable. Tenant shall provide Landlord with written notice of any such
interference within two (2) days after such interference occurs.

Landlord agrees to provide to Tenant, within sixty (60) days
after written notice ("Tenant's Audit Notice") from Tenant to Landlord, an audit
(the "Audit") of Shopping Center

27
35
Operating Expense prepared and certified to by an independent accounting firm
selected by Landlord. Tenant's Audit Notice shall be given, if at all, only
within one hundred twenty (120) days after Tenant receives the annual
reconciliation of Shopping Center Operating Expense pursuant to the provisions
of Article VIII, Section 8.4. In the event Landlord does not provide the Audit
to Tenant within sixty (60) days after Tenant's Audit Notice, and provided that
Tenant is not then in default of the terms and conditions of this Lease, then
Tenant shall have the right once within twelve (12) months after the end of the
calendar year for which Tenant has given Tenant's Audit Notice to cause an audit
of the books of account, documents and records of Landlord relating to Shopping
Center Operating Expense for such calendar year to be made by an independent
certified public accountant selected by Tenant, and Landlord, upon fifteen (15)
days prior written notice from Tenant shall make such material available for
examination at Landlord's offices. If Tenant's audit reasonably shows that
Tenant has been overcharged by more than three percent (3%) during the calendar
year subject to the audit, then Landlord shall pay the cost of Tenant's audit of
Landlord's records. If the annual Shopping Center Operating Expense previously
submitted by Landlord to Tenant shall be determined to be incorrect as a result
of such audit, then Landlord shall refund to Tenant any excess payment of
Shopping Center Operating Expense made by Tenant to Landlord.

SECTION 8.3 TENANT'S SHARE OF PARKING EXPENSE.

Tenant's pro rata share of the parking facilities costs included
in the Shopping Center Operating Expense shall be computed for each calendar
year as follows:

(a) The whole of such parking facilities costs and expenses shall be
multiplied by the following fraction:

(i) the numerator of such fraction shall be determined by
multiplying each 1,000 square feet of Floor Space within
the Mall Building (including any fraction of 1,000 feet)
by 4.6 (or such greater or lesser number of parking
spaces per 1,000 square feet of Floor Space of the Mall
Building (exclusive of the athletic club) as are
required by law, provided such greater or lesser amount
of parking is constructed and included in Common Areas);
and

(ii) the denominator of the fraction shall be determined by
multiplying each 1,000 square feet of Floor Space within
the office and retail portions of the Complex,
(including any fraction of 1,000 square feet), exclusive
of areas devoted to hotel use, by the applicable parking
requirement factor for retail

28
36

and office-type space set forth in Section 6.1 (a) or
(b), (or such greater or lesser amount of parking
applicable to such improvements as required by law
provided such greater or lesser amount of parking is
constructed and included in Common Areas) and adding to
such sum the number of bedroom units in hotel,
apartment, condominium or other residential units within
the Complex (or such greater or lesser number of parking
spaces applicable to such improvements as are required
by law provided such greater or lesser amount of parking
is constructed and included in Common Areas).

(b) The product obtained above, the "Retail Portion of Parking
Facility Costs", shall be multiplied by the following fraction:

(i) the numerator of such fraction shall be the total square
footage within the Demised Premises set forth in Section
1.1 of this Lease; and

(ii) the denominator of such fraction shall be the Floor Area
of the Mall Building. This denominator shall be computed
as of the first day of each calendar year during the
term of this Lease.

To illustrate the foregoing, assuming the following:

(i) Floor Area of the Mall Building is 450,000 square feet.

(ii) The Demised Premises consists of 2,000 square feet.

(iii) Complex square footage totals equal: 450,000 for the
Mall Building (exclusive of the athletic club); 900,000
square feet of Office Space; 500,000 square feet of
Major Retail Stores; 26,000 square feet of athletic club
space that is considered retail for parking space
requirements, and 450 hotel bedroom units.

(iv) Total Complex Parking Facility Costs of $800,000.

then the Tenant's share of Complex Parking Facility Costs would
be computed as follows:

(a) the numerator of the first fraction would be 2,070; determined
by multiplying 450 (the number of 1,000 square foot increments
within the Floor Area of the Mall Building) by 4.6;

(b) the denominator of the applicable fraction would be determined
by adding:

(i) the product of 2,070, the number of 1,000 square foot
increments of Floor Area of the Mall Building multiplied
by 4.6 (the number of parking spaces per 1,000 square
feet of retail space),

(ii) the product of 3,150, the number of 1,000 square foot
increments of Commercial Office Space in the Complex
multiplied by 3.5 (the number of parking spaces per
1,000 square feet for Office use),

(iii) the product of 2,300, the number of 1,000 square foot
increments of Major Retail Stores multiplied by 4.6 (the
number of parking spaces per 1,000 square feet of retail
space),

29
37

(iv) the product Of 120, the number of 1,000 square foot
increments of the athletic club space in the Complex
multiplied by 4.6 (the number of parking spaces per
1,000 square feet of retail space), and

(v) 450 (the number of hotel bedroom units)

(c) This fraction 2,070/8,090 is multiplied by $800,000 (Complex
Parking Facility Costs) and would result in $204,697 which is
the amount applicable to the Mall Building.

(d) This cost of $204,697 applicable to the Mall Building is then
multiplied by the fraction of which the numerator is 2,000 (the
square footage of the Demised Premises) and the denominator of
which is 450,000 (the Floor Area of the Mall Building) which
results in the Tenant's share of Complex Parking Facility Costs
being $909.76.

In further illustration, the mathematical calculation is
summarized as follows:

1. Each 1,000 SF of All parking Retail portion of
Mall Floor Area X 4.6 X expenses = parking facility costs
---------------------
(Each 1,000 SF Retail
Floor Area X 4.6 + each
1,000 SF of office X 3.5 +
number of hotel bedroom units)
SF in DP
2. Retail portion of X -------- = Tenant's share of
re parking facility costs Mall Floor Area parking facility costs

SECTION 8.4 TENANT'S SHARE OF SHOPPING CENTER OPERATING EXPENSES.

Tenant's pro rata share of all Shopping Center Operating Expense
(including all of the Mall HVAC Charge) exclusive of (i) Tenant's pro rata share
of the parking facilities costs which are computed in accordance with the
provisions of Section 8.3 and (ii) those costs which are allocated by Landlord
to other portions of the Shopping Center, shall be computed for each calendar
year by multiplying the whole of such costs and expenses by the following
fraction:

(a) the numerator of such fraction shall be the total square footage
within the Demised Premises set forth on the first page of this
Lease; and

(b) the denominator of such fraction shall be the total square
footage of Floor Space of the Mall Building, except there shall
be excluded from such denominator (i) any store premises or
storage areas which have no direct access to the enclosed
portions of the Mall Building and (ii) any area of the Mall
Building devoted to hotel use.

The denominator specified in this Section 8.4 shall be computed
as of the first day of each calendar year during the term of
this Lease.

30
38

SECTION 8.5 PAYMENT OF OPERATING EXPENSE.

Tenant's pro rata share of the Shopping Center Operating Expense
and Mall HVAC Charge shall be paid as Additional Rental and Tenant agrees to pay
such Additional Rent in advance in monthly installments on the first (1st) day
of each calendar month, based upon Landlord's estimates of the Shopping Center
Operating Expense and Mall HVAC Charge as set forth in annual statements during
the term of this Lease (or such other periodic intervals as shall be determined
by Landlord). Within one hundred twenty (120) days after the end of each
calendar year during the term hereof, Landlord shall furnish to Tenant a
statement in reasonable detail setting forth the computation of actual Shopping
Center Operating Expense and Mall HVAC Charge (as allocated by Landlord for
purposes of Sections 8.3 and 8.4 of this Lease) for such calendar year, and
thereupon there shall be within thirty (30) days thereafter an adjustment
between Landlord and Tenant, with payment to, or repayment by, Landlord, as the
case may require, to the end that Landlord shall receive the entire amount of
Tenant's pro rata share of said Shopping Center Operating Expense and Mall HVAC
Charge for such calendar year, and no more.

SECTION 8.6 TENANT'S AUDIT RIGHT.

Landlord agrees to provide to Tenant, within sixty (60) days
after written notice ("Tenant's Audit Notice") from Tenant to Landlord, an audit
(the "Audit") of Shopping Center Operating Expense prepared and certified to by
an independent accounting firm selected by Landlord. Tenant's Audit Notice shall
be given, if at all, only within one hundred twenty (120) days after Tenant
receives the annual reconciliation of Shopping Center Operating Expense pursuant
to the provisions of Article VIII, Section 8.4. In the event Landlord does not
provide the Audit to Tenant within sixty (60) days after Tenant's Audit Notice,
and provided that Tenant is not then in default of the terms and conditions of
this Lease, then Tenant shall have the right once within twelve (12) months
after the end of the calendar year for which Tenant has given Tenant's Audit
Notice to cause an audit of the books of account, documents and records of
Landlord relating to Shopping Center Operating Expense for such calendar year to
be made by an independent certified public accountant selected by Tenant, and
Landlord, upon fifteen (15) days

31
39

prior written notice from Tenant shall make such material available for
examination at Landlord's offices. If Tenant's audit reasonably shows that
Tenant has been overcharged by more than three percent (3%) during the calendar
year subject to the audit, then Landlord shall pay the cost of Tenant's audit of
Landlord's records. If the annual Shopping Center Operating Expense previously
submitted by Landlord to Tenant shall be determined to be incorrect as a result
of such audit, then Landlord shall refund to Tenant any excess payment of
Shopping Center Operating Expense made by Tenant to Landlord.

ARTICLE IX -- UTILITIES

SECTION 9.1 TENANT PAYMENT FOR UTILITIES.

Tenant shall pay for all its requirements for utilities,
including, but not limited to, gas, steam, water, telephone, electricity, "tap
fees" or connection costs charged by the City of Dallas or any utility supplier,
sewer charges, and the like, and shall also pay for heating, ventilating and air
conditioning the Demised Premises in the manner provided herein, and in no event
shall Landlord ever be liable to any suppliers of any such utilities for
services contracted for and/or used by Tenant in connection with the Demised
Premises. In the event that Landlord shall elect to supply any of such utilities
(apart from those for which provision is made in Section 9.2 hereof, Tenant
agrees to purchase the same from Landlord at the same rate which Tenant would be
charged by a utility company furnishing the same to the Demised Premises. Tenant
shall pay for such utilities furnished by Landlord, in advance, on the first day
of each calendar month, in the monthly amount estimated by Landlord prior to the
beginning of each calendar year. Within a reasonable time following the end of
each year, Landlord shall provide Tenant with a statement showing the cost of
such utility, Tenant's actual use, any adjustment from the amount paid by Tenant
over the previous calendar year and the amount due from Tenant to Landlord or
from Landlord to Tenant. In the event any such utilities are not separately
metered to the Demised Premises, Tenant's actual use shall be determined in good
faith by Landlord's engineers which determination shall be binding except upon a
showing of bad faith.

32
40
SECTION 9.2 CENTRAL SYSTEM.

As set forth in Exhibits B and D hereto annexed and made a part
hereof, Landlord is furnishing a central system to provide chilled water to the
Demised Premises as set forth in Exhibit D for air conditioning, and chilled
water to the Mall Building for air conditioning the Mall Building (other than
the hotel areas of the Mall Building). Tenant agrees to pay for such service
Tenant's pro rata share of the Mall HVAC Charge in accordance with Article VIII
of this Lease as well as Tenant's ventilating and air conditioning charge as set
forth on said Exhibit D attached hereto.

ARTICLE X -- MAINTENANCE OF SHOPPING CENTER AND DEMISED PREMISES

SECTION 10.1 LANDLORD'S OBLIGATIONS.

Landlord agrees to keep in reasonably good order, condition and
repair, the roof, foundation and structural portions of the Mall Building and
the Demised Premises, except:

(a) for repairs thereto necessitated by damage caused by any act or
negligence of Tenant, its employees, agents, licensees or
contractors, or

(b) any structural changes necessary in whole or in part as a result
of

(i) any alterations made by Tenant, or

(ii) any use made of the Demised Premises by the Tenant which
is different from or more hazardous than the use thereof
permitted by Section 5.1 hereof, or

(c) glass and glass windows and the so-called store front of the
Demised Premises and other premises leased to tenants of the
Shopping Center.

Tenant does hereby grant Landlord and its agents access in and
upon the Demised Premises, as necessary for the purpose of fulfilling its repair
and maintenance obligations provided that Landlord shall give Tenant's store
manager twenty-four (24) hours' prior notice to such entry, except in the event
of an emergency, in which event no such notice shall be required. Landlord will
use good faith efforts to prevent material adverse interference with Tenant's
business in the Demised Premises caused by Landlord fulfilling its repair and
maintenance obligations pursuant to this Section 10.1.

33
41

Landlord shall not be responsible to make any other improvements
or repairs of any kind upon the Demised Premises, but this paragraph is not
intended to refer to damage by fire or other insured risk to the Demised
Premises which is covered by the insurance policies provided for in Article XIII
hereof

SECTION 10.2 TENANT'S OBLIGATIONS.

Except with respect to Landlord's obligations as set forth in
Section 10.1 hereof, Tenant agrees that from and after the date that possession
of the Demised Premises is delivered to Tenant, and until the end of the term
hereof, it will keep neat and clean and maintain in good order, condition and
repair the Demised Premises and every part thereof, including, without
limitation, the store front and the exterior and interior portions of all doors,
windows, plate glass and showcases surrounding the Demised Premises, all
plumbing and sewage facilities within the Demised Premises (including all such
facilities outside of the Demised Premises, but exclusively serving the Demised
Premises, and assuring the free flow of Tenant's sanitary sewer line to the main
line serving the Demised Premises), fixtures and interior walls, floors,
ceilings, signs (including exterior signs where permitted), and all wiring,
electrical systems, sprinkler systems within the Demised Premises, interior
building appliances and similar equipment. In the event of an emergency caused
by damage or malfunction of a system, or component thereof, within the Demised
Premises, resulting in possible damage to another tenant's demised premises, or
the Shopping Center, or affecting Landlord's systems, then Landlord may repair
such damage or malfunction without notice to Tenant, and Tenant shall reimburse
Landlord the costs thereof within ten (10) days after Landlord invoices Tenant
for the costs of such repairs. Tenant shall keep the Demised Premises in a
first-class, tenantable, and attractive condition throughout the term of this
Lease. There is excepted from this paragraph, however, damage to the portions of
the Demised Premises originally constructed by Landlord caused by those hazards
which are covered by the policies of fire insurance and extended coverage
endorsements carried by Landlord and described in Article XIII hereof Tenant
further agrees that the Demised Premises shall be kept in a clean, sanitary and
safe condition in accordance with the laws of the State of Texas and ordinances
of the City of Dallas, and in accordance with all directions, rules and

34
42

regulations of the Health Officer, Fire ▇▇▇▇▇▇▇▇, Building Inspector, and other
proper officers of the governmental agencies having jurisdiction thereover and
Tenant shall comply with all other federal, state and local laws, orders, rules
and regulations applicable to the Demised Premises and their use and occupancy.

SECTION 10.3 NO CHANGE TO DEMISED PREMISES.

Tenant shall not make any alterations, improvements and/or
additions to the Demised Premises (except as initially required by the terms of
Exhibit Q hereto annexed or as required pursuant to Section 14.2 hereof) without
first obtaining, in each instance, the prior written consent of Landlord. Any
such alterations, improvements and/or additions permitted by Landlord (as well
as those not requiring Landlord's permission) shall be (a) made in accordance
with all applicable laws, (b) completed in a good and first-class workmanlike
manner, (c) Promptly paid for by Tenant, and (d) in compliance with Landlord's
design and construction criteria set forth in Exhibits C, C-L, and C-2 hereto.

Notwithstanding anything contained in this Section 10.3 to the
contrary, Tenant may construct up to Twenty-Five Thousand and No/100 Dollars
($25,000.00) per Lease Year, noncumulative, of interior non-structural
alterations provided that for any interior, non-structural alterations provided
Tenant gives Landlord at least two (2) days prior written notice together with
copies of plans for the intended work if plans are required by applicable local
code, otherwise, with copies of so-called "sample boards". Such alterations
shall be constructed in conformance with Landlord's design and construction
criteria set forth in Exhibits C, C-1, and C2 hereto.

SECTION 10.4 FIXTURES.

Any and all alterations, additions, improvements and fixtures
which may be made or installed by either Landlord or Tenant upon the Demised
Premises and which in any manner are attached to the floors, walls or ceilings
(including, without limitation, any linoleum or other floor or wall covering of
similar character which may be cemented or otherwise adhesively afffixed to the
floor, or any fixtures, lights or shelving bolted or otherwise affixed to the
floor, walls or ceiling) shall remain upon the Demised Premises, and at the
termination of this Lease.

35
43
shall be surrendered with the Demised Premises as a part thereof without
disturbance, molestation or injury. Tenant's simulators, removable display
cases, personal property and furniture which are installed in the Demised
Premises prior to or during the term hereof at the cost of the Tenant (except
such as may replace any of the same originally installed by or at the cost of
Landlord), personal property and simulators may be removed by Tenant from the
Demised Premises prior to the termination of this Lease, if, but only if, Tenant
is not then in default hereunder. Any and all such property which is not removed
after ten (10) days notice to Tenant following the expiration or termination of
this Lease shall be deemed abandoned by Tenant and shall thereby become the
property of Landlord. Tenant covenants and agrees at its own cost and expense to
promptly repair any and all damage to the Demised Premises resulting from or
caused by any removal, and it is specifically agreed that Tenant's covenant to
repair shall survive the expiration of the term of this Lease.

SECTION 10.5 SURRENDER OF DEMISED PREMISES.

Upon any surrender of the Demised Premises, the Tenant shall
re-deliver the Demised Premises to the Landlord in good order, condition and
state of repair, ordinary wear and tear and casualty damage excepted and
excepting such items of repair as may be the Landlord's obligation hereunder.

ARTICLE XI -- TAXES

SECTION 11.1 PAYMENT BEFORE DELINQUENCY.

Landlord shall pay, or cause to be paid, before the same become
delinquent, all general and special taxes, including assessments for local
improvements and other governmental charges which may be lawfully charged,
assessed, or imposed upon the Shopping Center Site (exclusive of the component
sites therein occupied by Major Retail Stores), any parcel of land within or
without the Complex together with all improvements thereon provided or available
for parking for the Shopping Center; provided, however, that if authorities
having jurisdiction assess real estate taxes, assessments, or other charges on
all or any portion of the foregoing which Landlord deems excessive, Landlord may
defer compliance therewith to the extent permitted by

36
44

the laws of the State of Texas, so long as the validity or amount thereof is
contested by Landlord in good faith and so long as Tenant's occupancy of the
Demised Premises is not disturbed.

Should the State of Texas or any political subdivision thereof
or any governmental authority having jurisdiction thereover, impose a tax and/or
assessment (other than an income or franchise tax) upon or against the rentals
payable by tenants of the Mall Building to Landlord, either by way of
substitution for the taxes and assessments levied or assessed at the
commencement of the term of this Lease, or in addition thereto, such tax and/or
assessment shall be deemed to constitute a tax and/or assessment upon the Mall
Building for purposes of Article XI and this Section 11.1.

SECTION 11.2 SEPARATE ASSESSMENTS.

Landlord agrees, to the extent feasible, to cause THE taxing
authorities to levy taxes and assessments separately on the Mall Building and
the land on which the same is located. Landlord agrees, to the extent feasible,
to cause the taxing authorities to levy taxes and assessments separately on all
parking facilities of the Complex and the land on which the same are located
(including driveways, entrances, exits, landscaped areas and parking, if any),
the taxes assessed upon such land and parking facilities, being hereinafter
collectively referred to as "Parking Facility Taxes".

In the event of any such taxes are not assessed separately,
Landlord shall make an allocation of the total assessed value between the
components of the Shopping Center and such allocation shall be the basis upon
which Tenant pays its taxes under this Lease.

SECTION 11.3 TENANT RENDERS TENANT IMPROVEMENTS.

Each calendar year Tenant shall render all of the Tenant
Improvements with local taxing authorities and pay taxes assessed thereon prior
to delinquency. The term "Tenant Improvements" is hereby defined to mean all
portions of the Demised Premises not originally constructed and provided by
Landlord pursuant to Exhibit B attached hereto and made a part hereof. Taxes
upon Tenant Improvements shall also include all general and special taxes,
including ad valorem taxes, assessments for local improvements and other
governmental charges which are lawfully charged, assessed or imposed upon all
fixtures and equipment of every type

37
45
and all personal property in said Demised Premises, together with all permit and
license fees which may be lawfully imposed upon the business of Tenant conducted
within the Demised Premises.

Not later than ten (10) days prior to the date on which taxes
assessed upon the Tenant Improvements would become delinquent, Tenant shall
deliver to Landlord copies of paid tax receipts or other proof satisfactory to
Landlord evidencing the payment of all taxes upon the Tenant Improvements.

SECTION 11.4 PARKING TAXES.

Tenant shall pay its pro rata share of all Parking Facility
Taxes for each calendar year during the lease term in the manner specified in
Section 11.6 of this Lease. Tenant's pro rata share of Parking Facility Taxes
shall be computed by multiplying the whole of such Parking Facility Taxes by the
fraction set forth in Section 8.3 of this Lease.

SECTION 11.5 OTHER TAXES.

Tenant shall pay its pro rata share of all taxes and assessments
upon the Mall Building and the land upon which the same is located for each
calendar year during the lease term in the manner specified in Section 11.6 of
this Lease. Tenant's pro rata share of such taxes shall be computed by
multiplying the whole of such taxes by the fraction set forth in Section 8.4 of
this Lease.

SECTION 11.6 MONTHLY PAYMENTS AND YEAR END ADJUSTMENTS.

Tenant's pro rata share of (i) the total of all taxes due from
Tenant with respect to any calendar year of the lease term under the provisions
of Sections 11.4 and 11.5 of this Lease, plus (ii) Landlord's cost of
rendering and contesting all such taxes shall be paid as Additional Rent, and
Tenant agrees to pay such Additional Rent in advance in monthly installments,
based upon Landlord's estimates of the taxes as set forth in statements or bills
therefor submitted by Landlord to Tenant, on or about the first day of each and
every calendar year during the term of this Lease (or such other periodic
intervals as shall be determined by Landlord). Within one hundred twenty (120)
days after the end of each calendar year during the term hereof, Landlord

38
46

shall furnish to Tenant a statement in reasonable detail setting forth the
computation of actual taxes billed to Landlord for such calendar year, and there
shall be within thirty (30) days thereafter an adjustment between Landlord and
Tenant, with payment to, or repayment by, Landlord, as the case may require, to
the extent that Landlord shall receive the entire amount of Tenant's pro rata
share of said taxes for such calendar year, and no more.

Where the applicable tax bills are not available prior to the
end of the term of this Lease, then an adjustment for the year for which tax
statements are not available shall be made, tentatively, on the basis of the
Landlord's estimates of taxes, and a final adjustment shall be made between
Landlord and Tenant promptly after Landlord shall have received the tax ▇▇▇▇ for
such period, it being specifically agreed that Landlord's and Tenant's
obligations under this Section 11.6 shall survive the expiration of the term of
this Lease.

SECTION 11.7 PRO RATA ADJUSTMENT FOR PARTIAL YEARS.

For the calendar years in which this Lease commences and
terminates, Tenant's liability for its proportionate share of any taxes and
assessments for such partial calendar years shall be subject to pro rata
adjustment for the portion of the total year that the term of this Lease is in
effect.

ARTICLE XII -- INDEMNITY AND LIABILITY INSURANCE

SECTION 12.1 TENANT'S INDEMNITY AND RELEASE AGREEMENT.

Tenant shall indemnify, defend, and hold harmless and hereby
releases Landlord and its agents, contractors, lenders, employees, partners and
its partners' officers, directors, agents and employees (singularly, an
"Indemnified Party" and collectively, the "Indemnified Parties") from and
against all suits, demands, liabilities, claims, causes of action, costs, fines,
losses, damages, and expenses (the "Claims") (i) arising from or caused in any
way by any act, omission, or negligence of Tenant or its officers, agents,
employees, servants, contractors, or licensees (the "Tenant Responsible
Parties"), (ii) arising out of any accident within, or damage to the property of
any person (including, without limitation, the Tenant Responsible Parties)
located within the Demised Premises, or injury to, or death of, any person, in
OR upon the Demised Premises, (iii) arising out of any violation of any
applicable law from and after the date that

39
47
possession of the Demised Premises is delivered to Tenant and until the end of
the Term or (iv) arising out of any accident, injury or damage occurring outside
of the Demised Premises but within the Shopping Center, where such accident,
damage or injury results or is claimed to have resulted from all act or omission
on the part of one or more of the Tenant Responsible Parties. THE INDEMNITY AND
RELEASE SET FORTH IN CLAUSES (ii), (iii) AND (iv) ABOVE SHALL APPLY REGARDLESS
OF CAUSATION, INCLUDING, WITHOUT LIMITATION, AN INDEMNIFIED PARTY'S ACTS,
OMISSIONS OR NEGLIGENCE (WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, COMPARATIVE,
CONTRIBUTORY, OR CONCURRENT), OR BASED ON ANY THEORY OF PREMISES LIABILITY
(WHETHER FOUNDED IN WHOLE OR IN PART ON NEGLIGENCE OR STRICT LIABILITY), OR ANY
THEORY OF STRICT LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY THEORIES OF
PRODUCTS LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
THERE IS EXPRESSLY EXCLUDED FROM THE ABOVE INDEMNITY, OBLIGATIONS AND RELEASE OF
TENANT, ANY CLAIMS RESULTING FROM THE INTENTIONAL TORTS OR GROSS NEGLIGENCE OF
AN INDEMNIFIED PARTY. The foregoing indemnities shall include attorney's fees,
court costs, investigation costs and all other costs and expenses incurred by a
party from the first notice that any Claim or demand has been made or may be
made, and shall not be limited in any way by any limitation on the amount or
type of damages, compensation or benefits payable under applicable worker's
compensation acts, disability benefit acts or other employee benefit acts. The
provisions of this Section 12.1 shall survive the termination or expiration of
this Lease with respect to any Claim occurring before such termination or
expiration and with respect to any Claim arising after such termination or
expiration if same relates back to an event or set of circumstances which
occurred before such termination or expiration.

Notwithstanding anything contained herein to the contrary, from
and after the date of execution of this Lease Landlord agrees to indemnify and
save harmless the Tenant from and against all claims for bodily injury or
property damage, or proceedings brought thereon, and the defense thereof, on the
part of Landlord or Landlord's employees or third parties of whatever nature
arising from (i) any act, omission or negligence of Landlord or Landlord's
employees arising wholly within and from or out of the use of any portion of the
Common Areas by Landlord or Landlord's employees, (ii) any violation of
applicable law from and after the date that possession of the Demised Premises
is delivered to Tenant and until the end of the term.

40
48

SECTION 12.2 TENANT'S LIABILITY INSURANCE.

Tenant agrees to maintain in full force during the Term a policy
or policies of commercial general liability insurance under which Landlord, and
such other persons as are in privity of estate with Landlord as may be set out
in notice from Landlord to Tenant from time to time ("Landlord's Designees"),
are named as additional insureds and Tenant is named primary insured, with
contractual liability endorsements covering the agreements of Tenant to
indemnify the Indemnified Parties from and against all cost, expense and/or
liability as contractually undertaken by Tenant under the terms of this Lease
(whether in this Article XII or otherwise). Each such policy shall provide that
it is primary over any insurance carried by Landlord and/or Landlord's Designees
and that it cannot be canceled, amended or modified with respect to the Landlord
or Landlord's Designees without fifteen (15) days' prior written notice to
Landlord and Landlord's Designees, and a duplicate original or certificate
thereof evidencing such coverage shall be delivered to Landlord no less than the
date Tenant commences occupancy of the Demised Premises. The minimum limits of
liability of such insurance shall be not less than [***] combined single limit
for bodily injury (including death) and/or property damage in any one
occurrence, or such higher limits as Landlord may from time to time request,
provided such higher limits are then customarily required of tenants IN
first-class shopping centers.

In the event Tenant fails to obtain and maintain the insurance
required of Tenant hereunder, upon three (3) days notice and the failure of
Tenant to cure within said three (3) day period, Landlord shall have the right,
but not the obligation, after written notice to Tenant, to purchase said
insurance coverage on Tenant's behalf and the cost thereof shall be denied
Additional Rent and paid to Landlord by Tenant within ten (10) days after demand
therefor by Landlord.

Tenant shall submit any proposed substitution of insurance
policies or modification of insurance policies to Landlord for Landlord's
written approval not less than thirty (30) days prior to the date on which
Tenant desires to substitute or modify insurance policies provided for under the
terms of this Lease.

SECTION 12.3 TENANT'S WAIVER AND RELEASE OF CLAIMS FOR TENANT'S
PROPERTY.

Tenant hereby agrees to use and occupy the Demised Premises, and
to use such other portions of the Shopping Center as it is herein given the
right to use, at its own risk and Tenant hereby waives, and releases the
Indemnified Parties from, all Claims, responsibilities or liabilities for any
loss of or damage, regardless of cause, to fixtures, inventory or other
property

*** Confidential treatment requested.

41
49

of Tenant, Tenant's employees or those claiming by, through or under Tenant
(including, without limitation for any loss or damage to its or their property
from the bursting, stopping or leaking of water, gas, sprinkler, sewer drainage
or steam pipes, regardless of cause). THE WAIVER AND RELEASE SET FORTH ABOVE
SHALL APPLY REGARDLESS OF CAUSATION, INCLUDING, WITHOUT LIMITATION, AN
INDEMNIFIED PARTY'S ACTS, OMISSIONS OR NEGLIGENCE (WHETHER SUCH NEGLIGENCE IS
SOLE, JOINT, COMPARATIVE, CONTRIBUTORY, OR CONCURRENT), OR BASED ON ANY THEORY
OF PREMISES LIABILITY (WHETHER FOUNDED IN WHOLE OR IN PART ON NEGLIGENCE OR
STRICT LIABILITY), OR ANY THEORY OF STRICT LIABILITY, INCLUDING, WITHOUT
LIMITATION, ANY THEORIES OF PRODUCTS LIABILITY. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, THERE IS EXPRESSLY EXCLUDED FROM THE ABOVE WAIVER AND
RELEASE OF TENANT, ANY CLAIMS RESULTING FROM THE INTENTIONAL TORTS OR GROSS
NEGLIGENCE OF AN INDEMNIFIED PARTY. The provisions of this Section 12.3 shall
apply during the whole of the Term and, in view of the permission given to
Tenant to install fixtures prior to the commencement of the Term, shall also
apply at all times prior to the Commencement Date.

SECTION 12.4 RELEASE OF LANDLORD LIABILITY FOR ACTS OF ADJOINING
TENANTS.

Tenant hereby waives, and releases the Indemnified Parties from,
any claims, losses or damages to Tenant, Tenant's employees, or to those
claiming by, through or under Tenant, that may be occasioned by or through the
acts or omissions, negligent or otherwise, of persons occupying adjoining
premises or any part of the premises adjacent to or connecting with the Demised
Premises or any part of the Mall Building, or otherwise. THE WAIVER AND RELEASE
SET FORTH ABOVE SHALL APPLY REGARDLESS OF CAUSATION, INCLUDING, WITHOUT
LIMITATION, AN INDEMNIFIED PARTY'S ACTS, OMISSIONS OR NEGLIGENCE (WHETHER SUCH
NEGLIGENCE IS SOLE, JOINT, COMPARATIVE, CONTRIBUTORY, OR CONCURRENT), OR BASED
ON ANY THEORY OF PREMISES LIABILITY (WHETHER FOUNDED IN WHOLE OR IN PART ON
NEGLIGENCE OR STRICT LIABILITY), OR ANY THEORY OF STRICT LIABILITY, INCLUDING,
WITHOUT LIMITATION, ANY THEORIES OF PRODUCTS LIABILITY. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, THERE IS EXPRESSLY EXCLUDED FROM THE ABOVE
WAIVER AND RELEASE OF TENANT,

42
50

ANY CLAIMS RESULTING FROM THE INTENTIONAL TORTS OR GROSS NEGLIGENCE OF AN
INDEMNIFIED PARTY.

SECTION 12.5 WORKER'S COMPENSATION INSURANCE.

Throughout the Term, Tenant shall maintain in full force and
effect a policy or policies of worker's compensation insurance covering Tenant's
employees in the maximum amount required by law, issued by and binding upon a
responsible insurance company qualified to do business in the State of Texas.

ARTICLE XIII -- CASUALTY INSURANCE

SECTION 13.1 LANDLORD'S INSURANCE.

Landlord shall keep the Mall Building of which the Demised
Premises are a part insured against loss or damage by fire and against loss or
damage by other risks now or hereafter embraced by all-risk insurance in amounts
not less than [***] of the "full replacement cost" thereof as determined from
time to time by Landlord. The term "full replacement cost" as used herein shall
mean the cost of replacing the Mall Building, exclusive of the cost of
excavations, foundations and footings below the lowest basement floor, and
exclusive of Tenant Improvements which it is not Landlord's responsibility to
rebuild.

SECTION 13.2 TENANT INSURANCE.

Tenant shall keep all Tenant Improvements (as defined in Section
11.3 hereof), including, without limitation, its fixtures, merchandise and
equipment insured against loss or damage by fire and against loss or damage by
other risks now or hereafter embraced by all-risk insurance and including
sprinkler leakage and water damage coverage, and Tenant shall maintain in
connection with such insurance "replacement cost" and "agreed amount"
endorsements. Such insurance shall designate Tenant and Landlord as loss payees
as their interests may appear. At least [***] days prior to the projected
Commencement Date of this Lease, and at least [***] days prior to the
expiration of any such policy, Tenant shall deliver to Landlord a duplicate
original, or certificate thereof, evidencing the insurance required of Tenant
under this Section 13.2. In addition to the foregoing obligation, Tenant agrees
to carry business interruption

*** Confidential treatment requested.

43
51

insurance in such an amount as is necessary to protect the Tenant from any
interruption of its business operation for a period of at least one (1) year.

SECTION 13.3 WAIVER OF SUBROGATION.

Anything in this Lease to the contrary notwithstanding, Landlord
and Tenant each waive all rights of recovery, claim, action or cause of action
against the other, its agents, partners (both general and limited), officers,
directors, shareholders or employees, for any loss or damage that may occur to
the Demised Premises, or any improvements thereto, to the Shopping Center or to
any personal property of such party therein, by reason of fire, the elements, or
any other cause which is required to be insured against under the terms of the
all-risk insurance policies required to be obtained pursuant to this Lease,
regardless of cause or origin, including sole or contributory negligence of the
other party hereto, its agents, contractors, partners, officers, directors,
shareholders or employees; and each party covenants that no insurer shall hold
any right of subrogation against such other parties. Tenant shall advise
insurers of the foregoing and such waiver shall be a part of each policy
maintained by Tenant which applies to the Demised Premises, any part of the
Shopping Center or Tenant's use and occupancy of any part thereof, provided that
this waiver shall be null and void if such waiver is unavailable from
responsible insurance companies doing business in the State of Texas.

SECTION 13.4 PAYMENT OF PREMIUMS.

Tenant covenants and agrees that it will not do or permit
anything to be done in or upon the Demised Premises or bring in anything or keep
anything therein, which shall increase the rate of insurance on the Demised
Premises or the building of which the Demised Premises are a part above the
standard rate on said Demised Premises being used as permitted under Section 5.1
of this Lease; provided, however, that this Section 13.4 is subject to the right
of the Tenant to pay increased premiums in accordance with Section 5.20) above.
The right of Tenant to pay such increased premiums shall not be deemed to permit
Tenant to use, occupy or maintain the Demised Premises other than as expressly
permitted under Section 5.1.

52
ARTICLE XIV -- DAMAGE CLAUSE

SECTION 14.1 PARTIAL DAMAGE.

In the event that during the term hereof the Demised Premises shall
be partially damaged (as distinguished from "substantially damaged", as such
terms are defined in Section 14.6 hereof) by fire or other casualty, the risk of
which is covered by Landlord's insurance, Landlord shall with all reasonable
dispatch repair such damage and restore the Demised Premises (excluding Tenant
Improvements), or so much thereof as was originally constructed by Landlord, to
substantially their condition at the time of such damage, but Landlord shall not
be responsible for any delay which may result from force majeure (as defined in
Section 16.1 1). Thereafter Tenant shall with all reasonable dispatch repair any
damage to the Tenant Improvements and restore the Tenant Improvements to
substantially their condition existing at the time of such damage, and promptly
reopen for business.

SECTION 14.2 SUBSTANTIAL DAMAGE.

In the event that during the term hereof the Demised Premises
shall be substantially damaged or destroyed by fire or other casualty, the risk
of which is covered by Landlord's insurance, this Lease shall, except as
hereinafter provided, remain in full force and effect and Landlord shall, with
all reasonable dispatch, repair or rebuild the Demised Premises (excluding
Tenant Improvements), or so much thereof as was originally constructed by
Landlord, to substantially their condition at the time of such damage or
destruction (subject, however, to zoning laws and building codes then in
existence), but Landlord shall not be responsible for any delay which may result
from force majeure (as hereinafter defined in Section 16.11). Thereafter, Tenant
shall with all reasonable dispatch repair any damage to the Tenant Improvements
and restore the Tenant Improvements to substantially their condition existing at
the time of such damage, and promptly reopen for business. In case of
substantial damage or destruction, as a result of a risk which is not covered by
Landlord's insurance, Landlord shall likewise be obligated to rebuild the
Demised Premises, all as aforesaid, unless within one hundred twenty (120) days
after the occurrence of such event, Landlord gives written notice to Tenant of
its election to terminate this Lease.

Notwithstanding the foregoing, in the event the Demised Premises
are substantially damaged or destroyed by fire or other casualty and Landlord
has failed to restore

45
53

the Demised Premises (excluding Tenant Improvements) in accordance with
Landlord's obligations set forth herein within twelve (12) months following such
substantial damage or destruction or if Landlord fails to commence such
restoration within six (6) months after such substantial damage or destruction,
then Tenant shall be permitted to terminate this Lease upon sixty (60) days
prior written notice to Landlord.

SECTION 14.3 TERMINATION FOR DAMAGE.

Notwithstanding the foregoing provisions of this Article XIV, if
the Demised Premises shall be substantially damaged or destroyed by fire,
windstorm or otherwise within the last three (3) years of the term of this
Lease, Landlord shall have the right to terminate this Lease by giving written
notice of Landlord's intention to terminate to Tenant not later than ninety (90)
days after Landlord first receives written notice from Tenant of such damage or
destruction. Further, in the event that such substantial damage to the Demised
Premises occurs within the last two (2) years of the term of this Lease, Tenant
may terminate this Lease, provided it gives notice to Landlord within sixty (60)
days after such substantial damage or destruction and Landlord has not
theretofore commenced repairs and rebuilding. In the event this Lease is
terminated in accordance with this Section 14.3, Tenant shall, within thirty
(30) days thereafter pay to Landlord the amount of insurance proceeds payable to
Tenant under the insurance policies held by Tenant pursuant to Section 13.2
above less any such proceeds specifically allocable to Tenant's merchandise.

SECTION 14.4 ABATEMENT OF RENT WHEN DAMAGE INTERFERES.

In the event the provisions of Section 14.1 or Section 14.2
hereof shall be applicable, Minimum Rent and Additional Rent (but not Percentage
Rent or utilities) shall be abated or reduced proportionately during any period
in which, by reason of any such damage or destruction, there is substantial
interference with the operation of the business of Tenant in the Demised
Premises having regard to the extent to which Tenant may be required to
discontinue its business in the Demised Premises, and such abatement or
reduction shall continue for the period commending with distinction or damage
and ending upon THE date such interference is terminated.

46
54

SECTION 14.5 EFFECT OF TERMINATION FOR DAMAGE.

In the event of termination of this Lease pursuant to this
Article XIV, this Lease and the term hereof shall cease and come to an end as of
the date of such damage or destruction as though such date were the date
originally fixed for the expiration of the term of this Lease.

SECTION 14.6 DEFINITIONS OF "PARTIAL DAMAGE" AND "SUBSTANTIAL DAMAGE".

The terms "substantially damaged" and "substantial damage", as
used in this Article XIV, shall have reference to damage of such a character as
cannot reasonably be expected to be repaired, or the Demised Premises restored,
within one hundred twenty (120) days from the time that such repair or
restoration work would be commenced. The terms "partially damaged" and "partial
damage", as used in this Article XIV, shall have reference to damage of such a
character which can reasonably be expected to be repaired, or the Demised
Premises restored, within one hundred twenty (120) days from the time such
repair or restoration work would be commenced.

For purposes of this Section 14.6, the estimated time for repair
or restoration shall be determined, in good faith, by Landlord's architect,
without assumption of any delays caused by force majeure (as hereinafter
defined), but with due regard to the specialized nature of Tenant's improvements
and fixturing requirements.

SECTION 14.7 OTHER DAMAGE.

Notwithstanding any provision contained in this Article XIV to
the contrary, in no event shall any fire or other casualty give Tenant the right
to require or demand that Landlord repair or restore any part of the Mall
Building (other than the Demised Premises, to the extent required elsewhere in
this Article XIV), the Shopping Center, or the Complex. Notwithstanding the
foregoing, in the event more than sixty percent (60%) of the Mall Building is
damaged or destroyed by fire or other casualty and Landlord has not restored
such portion of the Mall Building to an architectural whole and substantially
similar condition within eighteen (18) months thereafter, Tenant shall have the
right to terminate this Lease upon sixty (60) days prior written notice to
Landlord.

47
55

ARTICLE XV -- EMINENT DOMAIN

SECTION 15.1 EFFECT OF A TAKING.

If the Demised Premises, or such portion thereof as to render
the balance (when reconstructed) unsuitable for the use set forth in Section 5.1
hereof, shall be taken by condemnation or right of eminent domain or conveyed by
Landlord in lieu of condemnation, either party, upon written notice to the
other, shall be entitled to terminate this Lease, provided that such notice is
given within sixty (60) days after Tenant has been deprived of possession.
Should any part of the Demised Premises be so taken or condemned, and should
this Lease not be terminated in accordance with the foregoing provision, the
Landlord covenants and agrees promptly after such taking or condemnation, and
the determination of Landlord's award therefor, to expend so much as may be
necessary of the net amount which may be awarded to it in such condemnation
proceedings in restoring the Demised Premises to an architectural unit as nearly
like their condition prior to such taking as shall be practicable. Should the
net amount so awarded to Landlord be insufficient to cover the cost of restoring
the Demised Premises, as estimated by Landlord's architect, Landlord may, but
shall not be obligated to supply the amount of such insufficiency and restore
said Demised Premises as above provided, with all reasonable diligence, or
Landlord may terminate this Lease. Where the Tenant has not already exercised
any right of termination accorded to it under the foregoing portion of this
Section 15.1, Landlord shall notify, Tenant of Landlord's election not later
than ninety (90) days after the final determination of the amount of the award.

SECTION 15.2 RIGHT TO RECEIVE AWARDS.

Out of any award for any taking of the Demised Premises, in
condemnation proceedings, or by right of eminent domain, Landlord shall be
entitled to receive and retain the amounts awarded for such Demised Premises and
for Landlord's business loss. Tenant shall be entitled to receive and retain
only the amounts, if any, which may be specifically awarded to it in any such
condemnation proceedings because of the taking of its trade furniture or
fixtures and the unamortized portion of its leasehold improvements based upon
straight LINE amortization over the

48
56

term of the Lease (to the extent, but only to the extent, that funds therefor
were not initially furnished by Landlord).

SECTION 15.3 ABATEMENT OF RENT.

In the event of any such taking of the Demised Premises, Minimum
Rent and all other charges to be borne by Tenant under the provisions of this
Lease (but not Percentage Rent) shall be abated in a fair and just proportion
according to the nature and extent of the damage sustained during any period in
which, by reason of any such taking, there is substantial interference with the
operation of the business of Tenant in the Demised Premises, having regard to
the extent to which Tenant may be required to discontinue its business in the
Demised Premises, and such abatement or reduction shall continue for the period
such interference continues.

SECTION 15.4 TAKING OF OTHER PORTIONS.

Notwithstanding any provision contained in this Article XV to
the contrary, in no event shall any taking by condemnation or right of eminent
domain or conveyances by Landlord in lieu of condemnation give Tenant the right
to require or demand that Landlord repair or restore any part of the Mall
Building, the Shopping Center or the Complex other than the Demised Premises.

ARTICLE XVI -- MISCELLANEOUS COVENANTS OF TENANT

SECTION 16.1 LANDLORD'S RIGHT TO INSPECT.

Upon twenty-four (24) hours prior notice to Tenant, which notice
may be delivered orally to the store manager at the Demised Premises, Landlord
and Landlord's agents, contractors and employees shall have the right to enter
upon the Demised Premises at all reasonable hours (and at any time and without
prior notice in the event of emergency) for the purpose of inspecting or of
making any repairs to the same required of Landlord pursuant to Section 10.1
hereinabove, or the building of which they are a part, or for any other entry
upon the Demised Premises, by Landlord permitted under the terms of this Lease.
No entry by Landlord permitted under the terms of this Lease shall be deemed a
breach by Landlord of Tenant's right to

49
57

quiet enjoyment of the Demised Premises, as set forth in Section 17.1
hereinafter. If repairs are required to be made by Tenant pursuant to the terms
hereof, Landlord may demand that Tenant make the same forthwith, and if Tenant
refuses or neglects to commence such repairs and complete the same with
reasonable dispatch, after such demand, Landlord may (but shall not be required
to do so) make or cause such repairs to be made and shall not be responsible to
Tenant for any loss or damage that may accrue to its stock or business by reason
thereof. If Landlord makes or causes such repairs to be made, Tenant agrees that
it will forthwith, on demand, pay to Landlord the cost thereof, plus an amount
equal to [***] thereof, as compensation for Landlord's administrative expenses,
all of which shall be deemed Additional Rent hereunder.

SECTION 16.2 ACCESS TO SHOW PREMISES.

For a period commencing one hundred fifty (150) days prior to
the expiration of the term of this Lease, Landlord may have reasonable access to
the Demised Premises for the purpose of exhibiting the same to prospective
tenants.

SECTION 16.3 PROMOTIONAL PROGRAMS.

Landlord has established an advertising and promotion service
for the general benefit of the Shopping Center and its tenants. In connection
with such service Landlord shall have the exclusive right to hire a Marketing
Director, and staff, to plan and administer such service. A committee composed
of Landlord, a representative of each Major Retail Store and representatives of
at least four (4) tenants of the Mall Building, selected by Landlord will be
formed to discuss the advertising and promotional activities.

Tenant agrees to make the following contribution (the "Promotion
Charge") into a fund (the "Promotion Fund") to be used for the advertising and
promotional service as hereinafter described:

Tenant shall pay to Landlord as Additional Rent, in equal
monthly installments, on or before the first day of each month
of the term hereof, an amount equal to [***] per year (subject
to adjustment as provided herein) per square foot of Floor Space
in the Demised Premises.

*** Confidential treatment requested.

50
58

Promotion Fund payments for any partial calendar year shall be
pro-rated based upon the number of days the Lease is in effect during such year.

Landlord agrees to contribute annually to the Promotion Fund an
amount equal to [***] of the amount paid to the Promotion Fund during such
calendar year by tenants of the Shopping Center.

The Promotion Fund shall be used by Landlord for professional
advertising and sales promotions which, in Landlord's judgment, will benefit the
tenants of the Shopping Center. In addition, the Promotion Fund shall reimburse
Landlord for all salaries and expenses of the Marketing Director and the
marketing staff, including, but not limited to, office rent, utilities,
supplies, telephone, accounting charges, and expenses for other equipment used
by the Marketing Director and marketing staff.

Notwithstanding anything contained herein to the contrary,
Landlord shall have the right, effective as of the first day of January of any
year, to terminate the promotional and advertising service, in which event
Tenant shall have no obligation to pay any Promotion Charge accruing after any
such termination date, and Landlord shall no longer be obligated to make the
contributions specified in this Section 16.3.

In addition, Tenant agrees that any and all advertising
undertaken by Tenant in the Dallas-Ft. Worth metropolitan area shall include a
reference to Tenant's location in the Shopping Center.

SECTION 16.4 COOPERATIVE PROMOTIONAL OPPORTUNITIES.

Intentionally deleted.

SECTION 16.5 GRAND RE-OPENING PROMOTION.

Intentionally deleted.

SECTION 16.6 TENANT CERTIFICATES.

Recognizing that Landlord may find it necessary to establish to
third parties, such as accountants, banks, mortgagees or the like, the then
current status of performance hereunder, Tenant, on the written request of the
Landlord made from time to time, will promptly furnish a

*** Confidential treatment requested.

51
59

written affidavit on the status of this Lease, consisting of statements, if
true, (i) that this Lease is in full force and effect, (ii) the date through
which rentals have been paid, (iii) the Commencement Date and date of expiration
of the Lease, (iv) the nature of any amendments or modifications to this Lease,
(v) that no default, or state of facts, which with the passage of time or notice
would constitute a default, exists on the part of either party hereto, (vi) the
dates on which Percentage Rent payments are due under the terms of this Lease
(see Article III), and (vii) such other matters as may reasonably be requested.

Without limiting the foregoing, Tenant specifically agrees, upon
the Commencement Date or upon receipt of a written request from Landlord after
the Commencement Date, to execute a short form written declaration, stating the
Commencement Date and expiration date of the Lease, and acknowledging
satisfaction of the construction requirements and other matters reasonably
requested by Landlord, save and except for such matters as Tenant may wish to
set forth specifically in said statement. Such declaration shall not be recorded
without written approval of both parties and only at the sole cost of the party
requesting recordation.

SECTION 16.7 CURING LANDLORD DEFAULTS.

After receiving written notice from the holder of a deed of
trust that such deed of trust which includes as a part of its mortgaged premises
the Demised Premises, Tenant shall, so long as such deed of trust is
outstanding, give to such holder the same notice and opportunity to correct any
default on the part of the Landlord as is required to be given to Landlord in
Section 17.4 hereafter, and shall be given in the manner specified in notice
from such holder to Tenant, but such notice may be given by Tenant to Landlord
and such holder concurrently.

Tenant shall not be liable for failure to give such notice to
such holder, but if Tenant fails to notify such holder of a default hereunder,
the time within which such holder shall leave the right to cure such default
shall not commence to run until such holder shall have been notified of such
default on the part of Landlord by Tenant.

52
60

SECTION 16.8 OBLIGATIONS OF A MORTGAGEE.

With reference to any assignment of this Lease, and/or the rents
payable hereunder, whether as security or absolute, in connection with financing
on all or part of the Shopping Center which includes the Demised Premises,
Tenant agrees that the holder of any mortgage, deed of trust, or instrument (any
of the foregoing being called herein a "Mortgage") so assigning the Landlord's
interest in the Lease and/or the rents therefrom in connection with such
financing (a "Landlord's Mortgagee") shall never be treated as a mortgagee in
possession, or be liable for any obligations of the Landlord, even if such
Landlord's Mortgagee shall have commenced collecting rents hereunder, until such
time as such Landlord's Mortgagee shall have obtained actual legal title to or
actual physical possession of the Demised Premises. Further, no Landlord's
Mortgagee or any other person or entity acquiring title to the Demised Premises
through foreclosure or transfer by or in lieu of enforcement of the liens of a
Mortgagee shall ever be responsible or liable to Tenant for (i) damages or
offset for any default by any predecessor Landlord; (ii) any credit against
Tenant's obligations under this Lease for rents prepaid to any predecessor
landlord more than one month in advance; (iii) any termination or assignment of
this Lease except strictly in accordance with the terms of this Lease, or other
change to this Lease made without the prior written consent or written joinder
of the Landlord's Mortgagee; or (iv) any unperformed construction obligation or
other default by any predecessor Landlord, except to cure curable, non-monetary
defaults of a continuing nature within a reasonable time following acquiring
title to the Demised Premises.

SECTION 16.9 DISCHARGE OF MECHANIC'S AND MATERIALMAN'S LIENS.

Tenant agrees within thirty (30) days after notice of filing to
discharge of record by (i) payment, (ii) filing of the necessary bond, (iii)
order of a court of competent jurisdiction, or (V) other means acceptable to
Landlord, any mechanic's, materialman's or other lien against the Demised
Premises and/or Landlord's or Tenant's interest therein (or any portion of the
Shopping Center when such lien arises out of work performed or claimed to have
been performed in or on the Demised Premises), which liens may arise out of any
payment due for, or purported to be due for, any labor, services, materials,
supplies or equipment alleged to have been furnished to or for the Tenant in,
upon or about the Demised Premises. In the event Tenant contests any such
mechanic's or materialman's liens, Tenant shall, at Landlord's request, (i)
deposit with Landlord an amount equal to the claims made by such lien, together
with interest thereon as it may from

53
61

time to time become due, as security for the payment and discharge thereof prior
to execution or (ii) deliver to Landlord a bond of a recognized surety
authorized to write surety bonds in Texas assuring the payment and removal of
such lien, together with any interest or penalty thereon, and naming Landlord as
a co-obligee. Any judgment or other process issued in such a contest shall be
paid and discharged before execution thereof. If Tenant fails to keep this
covenant, in addition to all other remedies available to Landlord under this
Lease, Landlord may, at its option, purchase a surety bond at twice the amount,
of the lien, securing such lien, and Tenant agrees to pay to Landlord, as
Additional Rent, one and one-half times the cost thereof, to compensate Landlord
for its expenses, attorney's fees and damages.

SECTION 16.10 RECORDING PROHIBITED.

Tenant agrees not to record this Lease or any other document
which sets forth the rental or other charges payable by Tenant under this Lease.

SECTION 16.11 FORCE MAJEURE.

In the event that either party hereto shall be delayed or
hindered in or prevented from doing or performing any act or thing required
hereunder (other than, with respect to Tenant the payment of Minimum Rent,
Percentage Rent, Additional Rent or any other charge set forth herein) by reason
of strikes, lock-outs, breakdown, accident, casualties, acts of God, labor
troubles, inability to procure materials, failure of supply, inability by the
exercise of reasonable diligence to obtain supplies, parts or employees,
necessary services, failure of power, governmental laws, orders or regulations,
riots, insurrection, war or other causes beyond the reasonable control of either
party, or for any cause due to any act or neglect of the other party or its
servants, agents, employees, licensees, or any person claiming by, through or
under the other party (referred to in this Lease as "force majeure"), then
Landlord or Tenant, as the case may be, shall not be liable or responsible for
any such delays and the doing or performing of such act or thing shall be
excused for the period of the delay and the period for the performance of any
such act shall be extended for a period equivalent to the period of such delay.
The inability to pay money shall in no event constitute force majeure. For
purposes of this Section 16.1 1, force majeure, with respect to Tenant, shall
not be deemed to cover any failure by Tenant to open for

54
62

business by the date set forth in Section 2.2 if such failure is a result of
Tenant's failure to order equipment, fixtures, supplies or merchandise
sufficiently far in advance so as to be able to open for business in the Demised
Premises as required by Section 2.2.

SECTION 16.12 HOLDING OVER.

In the event Tenant remains in possession of the Demised
Premises after the expiration of the tenancy created hereunder, and without the
execution of a new lease, Tenant shall be deemed to be occupying the Demised
Premises as a tenant from month-to-month, at [***] times the Minimum Rent (with
Percentage Rent being calculated during such hold-over period as if only Minimum
Rent were payable), and subject to all the other conditions, provisions and
obligations of this Lease in so far as the same are applicable to a
month-to-month tenancy. In no event shall any such holding over and payment of
rent be constituted as otherwise extending the term of this Lease.

SECTION 16.13 INTEREST ON AMOUNT PAST DUE.

If Tenant shall fail to promptly make any payment of the rentals
reserved hereunder, or of Percentage Rent, or of Additional Rent, or to pay any
other sum which Tenant has agreed to pay to Landlord in accordance with the
terms of this Lease when such sums shall be due and payable, Tenant shall pay,
in addition to such sums, interest on any amount so unpaid more than ten (10)
days from the due date at the prime rate charged from time to time by Chase
Manhattan Bank NA, New York, New York, plus [***] per annum plus an
administrative fee of [***]; provided, however, the maximum amount payable
hereunder shall not exceed the maximum lawful rate. Tenant shall pay to Landlord
the sum of [***] for each check paid by Tenant to Landlord and returned unpaid
due to insufficient funds, or for any other reason. Further, in the event checks
tendered to Landlord by Tenant for any payments due hereunder are returned
unpaid due to insufficient funds two (2) times in any consecutive twelve (12)
month period, Landlord shall have the right to demand all future payments be
made by certified check or money order.

*** Confidential treatment requested.

55
63

SECTION 16.14 No TERMINATION.

Except as specifically set forth in this Lease, Tenant shall
have no right to surrender or terminate this Lease and Tenant shall not be
relieved of its liability and obligation to pay Minimum Rent, Percentage Rent,
Additional Rent and all other charges payable under this Lease or any of its
obligations under this Lease, and Tenant waives any rights now or hereafter
conferred upon it by statute or otherwise to terminate or surrender this Lease
or the Demised Premises or any part thereof, or to any offset, retention,
suspension, diminution, abatement or reduction of rent or other charges payable
under this Lease.

SECTION 16.15 RATINGS OF INSURANCE COMPANIES.

All policies of insurance provided in this Lease to be
maintained by Tenant shall be written by insurance companies qualified to do
business in the State of Texas acceptable to Landlord, with general
policyholders rating not less than A and a financial rating of VIII (or better)
as rated in the most current available "Best's Insurance Reports".

SECTION 16.16 TENANT RECORDS.

For the purpose of ascertaining the amount payable as Percentage
Rent, Tenant agrees to prepare and keep available, for a period of not less than
thirty-six (36) months following each of the dates upon which Tenant delivers to
Landlord each of the written statements required in Section 3.8 of this Lease,
adequate records for the period reported upon by such statement which shall show
inventories and receipts of merchandise at the Demised premises, and daily
receipts from all sales and other transactions on or from the Demised Premises
by Tenant and any other persons conducting any business upon or from the Demised
Premises. Tenant shall record at the time of sale, in the presence of the
customer, all receipts from sales or other transactions whether for cash or
credit in a cash register or in cash registers or electronic or computer systems
having a cumulative total. Tenant further agrees to keep available for at least
three (3) years following the end of each Lease Year the gross income, sales and
occupation tax returns with respect to said Lease Year and all pertinent
original sales records. Pertinent original sales records shall includes: (a)
cash register tapes, if available, including tapes from temporary registers; (b)
serially numbered sales slips; (c) the originals of all

56
64

mail orders at and to the Demised Premises; (d) the original records of all
telephone orders at and to the Demised Premises; (e) settlement report sheets of
transactions with subtenants, concessionaires and licensees; (f) the original
records showing that merchandise returned by customers was purchased at the
Demised Premises by. such customers; (g) memorandum receipts or other records of
merchandise taken out on approval; (h) such other sales records, if any, which
would normally be examined by an independent auditor pursuant to accepted
auditing standards in performing an audit of Tenant's sales; and (i) the records
specified in (a) to (h) above of subtenants, assignees, concessionaires, or
licensees.

SECTION 16.17 LANDLORD NOT LIABLE FOR INTEREST.

Tenant agrees that Landlord shall not be liable or accountable
to Tenant for interest on any sum of money deposited by Tenant under the terms
of this Lease, including, without limitation, amounts paid to Landlord by Tenant
pursuant to Sections 3.3, 8.5 and 11.6 of this Lease.

SECTION 16.18 REIMBURSEMENT FOR LEGAL EXPENSES.

If Tenant shall request anything of Landlord which shall require
preparation of, or review of, documents by Landlord's counsel, and if Landlord
accedes to such request, Tenant shall reimburse Landlord on demand any
reasonable legal and administrative fees and expenses incurred by Landlord
incident thereto, not to exceed [***] per
request.

ARTICLE XVII -- LANDLORD'S COVENANT OF QUIET ENJOYMENT
AND LIMITATIONS OF LIABILITY

SECTION 17.1 PEACEFUL ENJOYMENT.

Tenant, on payment of the rent and observing, keeping and
performing all of the terms and provisions of this Lease on its part to be
observed, kept and performed, shall lawfully, peaceably and quietly have, hold,
occupy and enjoy the Demised Premises during the term hereof without ejection by
any persons lawfully claiming under Landlord; but it is understood and agreed
that this covenant and any and all other covenants of Landlord contained in this
Lease

*** Confidential treatment requested.

57
65

shall be binding upon Landlord and its successors only with respect to breaches
occurring during its and their respective ownership of the Landlord's interest
hereunder.

SECTION 17.2 No PERSONAL LIABILITY OF LANDLORD.

Tenant specifically agrees to look solely to Landlord's interest
in the Mall Building for the recovery of any judgment against Landlord and that
in no event shall Landlord, or any partner of Landlord, ever be personally
liable for any such judgment.

SECTION 17.3 LANDLORD AND TENANT NOT LIABLE FOR SPECIAL DAMAGES.

In no event shall Landlord or the interest of Landlord in the
Mall Building ever be liable to Tenant, or subject to execution by Tenant, for
any indirect, special or consequential damages, whether under the provisions of
this Article XVII or otherwise under this Lease. Furthermore, in no event shall
Tenant ever be liable to Landlord for any indirect, special or consequential
damages.

SECTION 17.4 INDEPENDENT OBLIGATIONS/CURING LANDLORD DEFAULTS.

The obligation of Tenant to pay all rent and other sums
hereunder provided to be paid by Tenant and the obligation of Tenant to perform
Tenant's other covenants and duties hereunder constitute independent,
unconditional obligations to be performed at all times provided for hereunder,
except to the extent an abatement thereof or reduction therein is expressly
provided for in this Lease. Tenant waives all rights which Tenant might have to
claim any nature of lien against or withhold, deduct from or offset against any
rent or other sums provided to be paid Landlord by Tenant, as well as any right
to assert, either as a claim or as a defense, that Landlord is bound to perform
or is liable for the non-performance of any implied covenant or implied duty of
Landlord not expressly herein set forth. To the maximum extent it may lawfully
do so, Tenant waives its rights, if any, under the Texas Deceptive Trade
Practices Act with respect to this Lease and its rights thereunder. Landlord
shall in no event be in default in the performance of any of its obligations
hereunder unless and until Landlord shall have failed to commence performance of
such obligations within thirty (30) days. and if performance of such obligation
is not reasonably capable of being performed within such thirty (30) day period,
then

58
66

Landlord is obligated to commence performance of such obligations within said
thirty (30) day period and diligently prosecute the performance of such
obligations to completion, as soon as reasonably possible thereafter.

ARTICLE XVIII -- LANDLORD'S REMEDIES

SECTION 18.1 EVENTS OF DEFAULT.

The following shall constitute events of default under the terms
of this Lease:

(i) if Tenant shall neglect or fail to perform or observe any of the
covenants, terms, provisions or conditions contained in this
Lease on its part to be performed or observed within twenty (20)
days after written notice thereof from Landlord, subject to
force majeure as defined in Section 16.11, provided, however,
failure to cure such non-monetary default shall not constitute
an event of default hereunder if such default is, by its nature,
incapable of being cured within such twenty (20) days, and
Tenant promptly commences and diligently pursues to completion
the curing of such default, except for (A) payment of Minimum
Rent, Percentage Rent, Additional Rent or any other monetary
charges due hereunder, or any other monetary obligations at any
time owing from Tenant to Landlord, for which subparagraph (ii)
below shall apply, or (B) the circumstances described in
subsections (iii) through (x) of this Section 18.1, in which
event such subsections shall apply), or

(ii) if Tenant shall neglect or fail to pay Minimum Rent, Percentage
Rent or any other monetary obligations at any time owing from
Tenant to Landlord within ten (10) days after written notice
thereof from Landlord, or

(iii) if Tenant fails to operate its business from the Demised
Premises for (A) ten (10) consecutive days, or (B) fifteen (15)
days (whether or not consecutive) during any twelve (12) month
period (unless due to a fire or casualty to the Demised
Premises, in which event the provisions of Article XIV of the
Lease shall apply) or if Tenant abandons the Demised Premises,
or

(iv) if the 1easehold estate created by this Lease shall be taken on
execution or by other process of law, or

(v) if Tenant shall be judicially declared bankrupt or insolvent
according to law, or

(vi) if any assignment shall be made of the property of Tenant for
the benefit of creditors, or

(vii) if a receiver, guardian, conservator, trustee in involuntary
bankruptcy or other similar officer shall be appointed to take
charge of all or any substantial part of Tenant's property by a
court of competent jurisdiction, or

(viii) if a petition shall be filed for the reorganization of Tenant
under any, provisions of the Federal Bankruptcy Code now or
hereafter enacted and such petition is not dismissed within
ninety (90) days after the date of filing, or

59
67

(ix) if Tenant shall file a petition for such reorganization, or for
arrangements under any provisions of the Federal Bankruptcy Code
now or hereafter enacted and providing a plan for a debtor to
settle, satisfy or extend the time for the payment of debts.

Nothing contained in this Section 18.1 shall be deemed to waive,
limit, reduce or otherwise alter the rights afforded to Landlord pursuant to
Subtitle C of the Bankruptcy Amendments and Federal Judgeship Act of 1984.
Notwithstanding Section 5.4, if this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq., the person or
entity to whom it is assigned shall be deemed without further act or deed to
have assumed all of the obligations arising hereunder on and after the date of
such assignment. Any such assignee shall upon demand execute and deliver to
Landlord an instrument confirming such assumption. If this Lease is so assigned,
any and all monies or other considerations payable or otherwise to be delivered
in connection with such assignment shall be paid or delivered to Landlord, shall
be and remain Landlord's exclusive property and shall not constitute property of
Tenant or of Tenant's estate within the meaning of the Bankruptcy Code. Any and
all monies or other considerations constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be held in trust for
the benefit of Landlord and be promptly paid or delivered to Landlord. Any
attempted or purported assignment, subletting or conveyance not in conformance
herewith shall be void and of no force or effect.

Notwithstanding anything to the contrary contained in (ii) above
or in any other provision of this Lease, if the same or similar Event of Default
of this Lease identified in (ii) above occurs twice during any twelve (12) month
period, Landlord shall not thereafter in the twelve (12) month period subsequent
to the second (2nd) such breach be obligated to give Tenant written notice
thereof and a period of time in which to correct any such Event of Default, it
being understood under such circumstances that the occurrence of such further
breach shall constitute, without the necessity of any notice or grace period, an
Event of Default hereunder.

SECTION 18.2 LANDLORD REMEDIES.

Upon the occurrence of any event of default, Landlord lawfully
may, immediately, or at any time thereafter, upon written notice, (i) terminate
this Lease or (ii) enter into and upon said Demised Premises or any part thereof
Without terminating this Lease, and expel the Tenant and those claiming through
or under it and remove its or their effects (forcibly,

60
68

if necessary) without being deemed guilty of any manner of trespass, and without
prejudice to any remedies which might otherwise be used for arrears of rent or
preceding breach of covenant.

Tenant covenants and agrees, notwithstanding any entry or
re-entry by Landlord, whether by summary proceedings, termination or otherwise,
to pay and be liable for on the days originally fixed herein for the payment
thereof, amounts equal, to the several installments of rent and other charges
reserved as they would, under the terms of this Lease, become due if this Lease
had not been terminated or if Landlord had not entered or re-entered, as
aforesaid, and whether the Demised Premises be relet or remain vacant in whole
or in part or for a period less than the remainder of the term, or for the whole
thereof. If Landlord attempts to relet the Demised Premises, the nature and
suitability of the proposed tenant and the terms of any new lease shall be in
the sole and absolute discretion of Landlord. Notwithstanding anything to the
contrary contained in the preceding sentence, Landlord agrees to use reasonable
efforts to relet the Demised Premises, however, Landlord shall not be obligated
to give preference to the Demised Premises over other space in the Shopping
Center. In the event the Demised Premises be relet by Landlord, Tenant shall be
entitled to a credit in the net amount of rent received by Landlord ill
reletting the Demised Premises after deduction of all reasonable costs incurred
by Landlord (i) in reletting the Demised Premises (including, without
limitation, remodeling costs, brokerage fees, attorneys' fees and the like) and
(ii) in collecting the rent in connection therewith.

As an alternative, at the election of Landlord, Tenant will upon
termination or upon entry or re-entry by Landlord without termination of this
Lease, pay to Landlord, as damages, such a sum as at the time of such
termination or re-entry by Landlord represents that amount of the [***]. In
connection with Landlord's rights on default as set forth in this Section 18.2,
Tenant grants to Landlord the right to undertake any and all credit checks on
Tenant deemed necessary by Landlord in collection with the collection by
Landlord of damages due Landlord as a result of a default by Tenant.

*** Confidential treatment requested.

61
69

SECTION 18.3 PERCENTAGE RENT AFTER ENTRY BY LANDLORD.

For the purposes of this Article XVIII, it shall be deemed that
the Percentage Rent for any period after any event of default and entry by
Landlord would have been at a monthly rate equal to the average monthly
Percentage Rent which Tenant was obligated to pay to Landlord under this Lease
from the commencement hereof to the date of such default.

SECTION 18.4 LEASE GUARANTY.

If this Lease shall be guaranteed on behalf of the Tenant, if
there is a default by the Guarantor under the Guaranty, such default shall
constitute an event of default by Tenant under this Lease without further notice
to Tenant.

SECTION 18.5 NO WAIVER.

Failure on the part of Landlord to complain of any action or
non-action on the part of Tenant, no matter how long the same may continue,
shall never be deemed to be a waiver by Landlord of any of its rights hereunder.
Further, it is covenanted and agreed that no waiver at any time of any of the
provisions hereof by Landlord shall be construed as a waiver of any of the other
provisions hereof and that waiver at any time of any of the provisions hereof
shall not be construed as a waiver at any subsequent time of the same
provisions. The consent or approval by Landlord to or of any action by Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent or approval to or of any subsequent similar act
by Tenant.

SECTION 18.6 SECURITY INTEREST.

Intentionally deleted.

ARTICLE XIX -- NOTICE

SECTION 19.1 ADDRESS AND MANNER OF GIVING NOTICE.

Any notice, communication, request, reply or advice (herein
severally and collectively, for convenience, called "notice") in this Lease
provided or permitted to be given, made or accepted by either party to the other
must be in writing, and may, unless otherwise in

62
70

this Lease expressly provided, be given or be served by depositing the same in
the United States mail, postpaid and certified and addressed to the party to be
notified, with return receipt requested, by telecopy, telegram with written
confirmation of delivery, or by delivering the same in person to such party.
Notice deposited in the mail in the manner hereinabove described shall be
effective, unless otherwise stated in this Lease, on the earlier of (i) actual
delivery or (ii) the third (3rd) day (exclusive of Saturdays, Sundays, and
postal holidays) after it is so deposited. Notice given in any manner other than
by deposit in the mail provided for herein shall be effective only if and when
received by the party to be notified. Rejection or other refusal to accept, or
the inability to deliver because of changed address of which no notice was given
pursuant to this Section 19.1 shall be deemed to be receipt of the notice sent.
For purposes of notice, the addresses of the parties shall, until changed as
herein provided, be as set forth on the cover page of this Lease. In addition
Landlord shall use its good faith efforts to send copies of default notices to
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇; Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; provided, however, failure to send such notice
shall not render Landlord's notice ineffective. However, the parties hereto and
their respective heirs, successors, legal representatives and assigns shall have
the right from time to time and at any time to change their respective addresses
and each shall have the right to specify as its address any other address within
the continental United States, by at least fifteen (15) days' written notice to
the other party; provided, however, except as set forth in Section 16.7 hereof,
if at any one time more than one person or party owns an interest in the Demised
Premises, nevertheless such persons or parties may not designate more than one
place and address to receive notice, pursuant to the terms hereof

ARTICLE XX -- MISCELLANEOUS PROVISIONS REGARDING LEASE

SECTION 20.1 GOVERNING LAW.

This Lease shall be governed by the laws of the State of Texas.

63
71

SECTION 20.2 REPRESENTATION BY CORPORATE TENANT.

In the event Tenant hereunder shall be a corporation, the
parties executing this Lease on behalf of Tenant hereby covenant and warrant
that Tenant is a duly qualified corporation authorized to do business in the
State of Texas, and Tenant covenants and warrants that all franchise and
corporate taxes have been paid to date and that all future forms, reports, fees
and other documents necessary to comply with applicable laws will be filed when
due.

SECTION 20.3 No ACCORD AND SATISFACTION.

No payment by Tenant, or acceptance by Landlord of a lesser
amount than shall be due from Tenant to Landlord, shall be treated otherwise
than as a payment on account. The acceptance by Landlord of a check for a lesser
amount with an endorsement or statement thereon, or upon any letter accompanying
such check, that such lesser amount is payment in full, shall be given no
effect, and Landlord may accept such check without prejudice to any other rights
or remedies which Landlord may have against Tenant.

SECTION 20.4 HEADINGS AND INDEX.

The paragraph headings and the index to this Lease are for
convenience and reference only, and the words contained therein 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 20.5 PARTIAL INVALIDITY.

If any term or provision of this Lease, or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

SECTION 20.6 SUCCESSORS AND ASSIGNS.

Except as herein otherwise expressly provided, the terms hereof
shall be binding upon and shall inure to the benefit of the heirs, executor,
administrators, successors and assigns, respectively, of the Landlord and the
Tenant. Each term and EACH provision of this Lease to be

64
72

performed by the Tenant shall be construed to be both a covenant and a
condition. The above reference to successors and assigns of Tenant is not
intended to constitute a consent to assignment by Tenant, but has reference only
to permitted assignments in accordance with Section 5.4 hereof.

SECTION 20.7 WHEN LEASE BECOMES BINDING.

The submission of this document for examination and negotiation
does not constitute an offer to lease, or a reservation of, or option for, the
Demised Premises, and this document shall become effective and binding only upon
the execution and delivery hereof by both Landlord and Tenant. All negotiations,
considerations, representations, inducements, oral agreements and understandings
between Landlord and Tenant are merged and incorporated herein and this Lease
may be amended, modified or altered only by written agreement signed by both
Landlord and Tenant. This Lease constitutes the only agreement between the
parties hereto, and there are no other representations or warranties between the
parties. No employee or agent of Landlord shall have the right or authority to
amend, modify or alter any of the provisions of this Lease.

SECTION 20.8 OTHER LEASES AND TENANTS.

Landlord reserves the absolute right to effect such other
tenancies in the Shopping Center or the Complex as Landlord, in the exercise of
its sole business judgment, shall determine to best promote the interest of the
Shopping Center or the Complex. Notwithstanding anything in this Lease to the
contrary, Tenant does not rely on the fact, nor does Landlord represent, that
any specific tenant or number of tenants shall during the term of this Lease
occupy any space or any particular space in the Shopping Center or any other
premises within the Shopping Center Site or the Complex; nor does Landlord
represent or warrant that any particular space will be used for any particular
purpose during the term of this Lease.

In the event Landlord in the exercise of its sole discretion
shall effect other tenancies in the Shopping Center or the Complex, Tenant shall
not be deemed to be a beneficiary of any agreement between Landlord and such
other tenants. Tenant shall have no right whatsoever, either express or implied,
under any such agreements between Landlord and such

65
73

other tenants or under any of the terms or provisions of such agreements; and
Tenant shall have no right to enforce any such agreements, terms or provisions
on behalf of itself or any other party including Landlord.

SECTION 20.9 ATTORNEYS' FEES.

If, on account of a default or breach by Landlord or Tenant in
Landlord's or Tenant's obligation under the terms of this Lease after notice and
opportunity to cure as required under Sections 17.4 and 18.1 hereof, it shall be
necessary for Landlord or Tenant to employ an attorney to enforce or defend any
of Landlord's or Tenant's rights or remedies hereunder, then, in such event, any
reasonable amounts incurred by Landlord or Tenant as attorneys' fees shall be
paid by the party in default.

SECTION 20.10 THIRD PARTY CONTRACTS.

In the event Landlord shall enter into any contract with third
parties in any way connected to the Complex, including specifically without
limiting the generality of the foregoing, the provision of security services,
Tenant shall not be deemed to be a beneficiary of any such contract. Tenant
shall have no right whatsoever, either express or implied, under any such
contract or under any of the terms or provisions of such contract; and Tenant
shall have no right to enforce any such contract, term or provision on behalf of
itself or any other party including Landlord.

SECTION 20.11 NO BROKER.

Tenant and Landlord warrant and represent that no broker was
involved on its behalf in negotiating or consummating this Lease, and Tenant and
Landlord agree to indemnify and hold harmless the other from and against any and
all claims for brokerage commissions arising out of the breach of this
representation.

SECTION 20.12 SECURITY DEPOSIT.

Intentionally deleted.

66
74

SECTION 20.13 TIME OF THE ESSENCE.

Time is of the essence in the performance of each party's
obligations under this Lease and all performance due dates, time schedules, and
conditions precedent to exercising a right shall be strictly adhered to without
delay except where otherwise expressly provided.

ARTICLE XXI -- LEASE SUPERIOR OR SUBORDINATE TO MORTGAGES

SECTION 21.1 LEASE SUPERIOR OR SUBORDINATE.

Tenant agrees with Landlord and with any holder of any first
mortgage and/or beneficiary of any first mortgage and/or deed of trust now or
hereafter having a lien on the Shopping Center or any portion thereof including
the Demised Premises ("Landlord's Mortgagee") that any such Landlord's Mortgagee
shall have the right at any time to elect, by a notice in writing given to
Tenant, to make this Lease superior to such mortgage and/or deed of trust and,
upon the giving of such notice to Tenant, this Lease shall be deemed prior and
superior to such mortgage and/or deed of trust in respect of which said notice
was given; or any such Landlord's Mortgagee may, by like notice, make this Lease
subordinate to such mortgage and/or deed of trust. In the event of either such
election, and upon notification by Landlord's Mortgagee to Tenant to that
effect, the rights and interests of Tenant under this Lease shall be deemed to
be subordinate to, or to have priority over, as the case may be, the lien of
said first mortgage or first deed of trust, whether this Lease is dated prior to
or subsequent to the date of said mortgage or deed of trust subject to the
provisions of Section 17.1, provided that Tenant's use and quiet enjoyment of
the Demised Premises are not disturbed thereby and this Lease continues in full
force and effect for so long as Tenant is not in default hereunder. Tenant shall
execute and deliver whatever instruments may be required for such purposes, if
any, and in the event Tenant fails so to do within ten (10) days after demand in
writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as
its attorney in fact and in its name, place and stead so to do.

SECTION 21.2 ATTORNMENT BY TENANT.

In the event any proceedings are brought for foreclosure, or in
the event of the exercise of the power of sale, under any mortgage or deed of
trust made by Landlord covering the

67
75

Demised Premises or in the event of conveyance in lieu of foreclosure, or in the
event of termination of any ground lease of premises of which the Demised
Premises forms a part; further, provided Tenant is not in default hereunder
beyond any applicable notice and cure period, Tenant's quiet possession as set
forth in Section 17.1 shall not be disturbed, Tenant shall attorn to the
purchaser (including Landlord's Mortgagee) upon any such foreclosure, sale or
conveyance in lieu of foreclosure or to any fee owner in the event of
termination of such ground lease and recognize such purchaser or fee owner as
Tenant's landlord under this Lease.

ARTICLE XXII -- ADDITIONAL TERMS

SECTION 22.1 "GALLERIA" SERVICEMARK.

The Tenant shall not use the term "Galleria" as a part of any
trade name, corporate name, or other business name, as a part of any trademark
or serviceman, or for any other purpose. However, the Tenant may indicate in a
truthful descriptive statement, during the term of this Lease, the fact that the
Tenant's shop is located in the Galleria. The Tenant shall not use, register, or
apply for the registration of any name or ▇▇▇▇ which incorporates the term
"Galleria" or any other word having a similar sound or appearance. If the
Tenant, in violation of this Section, uses the term "Galleria" in any way other
than in a truthful descriptive statement regarding the location of Tenant's shop
in the Galleria, any such use of the term "Galleria" shall inure to the benefit
of the Landlord.

The Tenant recognizes the value of the "Galleria" ▇▇▇▇ to the
Landlord, and the Tenant acknowledges that the "Galleria" ▇▇▇▇ and its
associated goodwill belong exclusively to the Landlord. The Tenant acknowledges
the validity of the "Galleria" ▇▇▇▇. The Tenant shall not at any time represent
or claim that the Tenant has any ownership interest in the "Galleria" ▇▇▇▇, and
the Tenant shall not do or cause to be done, or assist others in doing or
causing to be done, any act or thing contesting or in any way impairing the
Landlord's rights to the "Galleria" ▇▇▇▇.

SECTION 22.2 CONSTRUCTION ALLOWANCE.

68
76
Provided Tenant is not in default under the terms of this lease,
Landlord shall provide Tenant with a Construction Allowance equal to [***] to
construct Tenant's Work (as described in Exhibit C attached hereto) in the
Demised Premises, but such Construction Allowance paid by Landlord to Tenant
shall in no event exceed [***] per square foot of floor area within the Demised
Premises. The Construction Allowance shall be paid as follows:

(a) Fifty percent (50%) within thirty (30) days after Tenant has
opened for business within the Demised Premises and;

(i) Tenant furnishes a certificate signed by an officer
certifying that all of Tenant's Work has been completed
in accordance with the plans approved by Landlord for
Tenant's Work and has been paid for in full;

(ii) Tenant's submission of evidence that any and all liens
therefor that have been or may be filed have been
satisfied of record or waived; and

(iii) Tenant provides evidence reasonably satisfactory to
Landlord that the actual cost to construct Tenant's Work
in the Demised Premises exceeded [***] per square foot
of floor area within the Demised Premises. Landlord
agrees that a certified statement from Tenant's general
contractor that the cost of Tenant's Work exceeded [***]
per square foot of floor area within the Demised
Premises shall be deemed to satisfy the requirements of
this subc1ause (iii).

(b) Twenty-five percent (25%) within nine (9) months after Tenant
has opened for business within the Demised Premises and;

(c) Twenty-five percent (25%) within eighteen (18) months after
Tenant has opened for business within the Demised Premises.

SECTION 22.3. REPAYMENT OF CONSTRUCTION ALLOWANCE.

Reference is herein made to Section 22.2 hereinabove. Tenant and
Landlord hereby agree that should Tenant default in its obligations under this
Lease subsequent to the Commencement Date but prior to the expiration date
hereof, and should the Lease, or Tenant's right of possession thereunder, be
terminated as a result of such uncured default in accordance with the terms of
this Lease, then Tenant shall repay to Landlord, in addition to all other rights
and remedies of Landlord, within thirty (30) days after any such termination the
unamortized portion (the "Construction Allowance Balance") of the Construction
Allowance, amortized on a straight-line basis over the term of the Lease.

*** Confidential treatment requested.

SECTION 22.4 SATELLITE DISH.

Tenant shall have the right to enter into a license agreement with
Landlord for the installation of a satellite dish substantially in the same
form as is attached hereto as Exhibit "S".

This Lease is hereby executed and delivered in multiple original
counterparts, each of which shall have the force and effect of an original,
effective as of the date and year first above written on the first page of this
Lease.

"LANDLORD" DALLAS GALLERIA LIMITED,
A Texas Limited Partnership

By: HDG, Limited
A Texas Limited Partnership
General Partner

By: Hines Consolidated Investments, Inc.
A Delaware Corporation
General Partner

By: [ILLEGIBLE]
--------------------------------
[ILLEGIBLE]
--------------------------------
Vice President

"TENANT" LBE TECHNOLOGIES, INC.
D/B/A NASCAR SILICON MOTOR SPEEDWAY

By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
(Name Printed) (Title)

70
78
EXHIBIT A

DALLAS GALLERIA "NASCAR SILICON MOTOR SPEEDWAY"

79
EXHIBIT A-1

GALLERIA

80
EXHIBIT A-2

DALLAS GALLERIA

SHOPPING CENTER SITE

BEING a tract of land situated in the ▇▇▇ ▇▇▇▇▇▇▇ Survey, Abstract No. 76, the
▇▇▇▇ ▇▇▇▇▇ Survey, Abstract No. 159, and the ▇▇▇▇▇▇ ▇▇▇▇ Survey, Abstract ▇▇.
▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ of Dallas, Dallas County, Texas and
being more particularly described by metes and bounds as follows:

COMMENCING at a cross-cut in concrete paving at the intersection of the South
line of Alpha Road (a 64' R.O.W.) and the West line of ▇▇▇▇ Road (a 55' R.O.W.);
thence North 89 deg. 55 min. 37 sec. West a distance of 272.33 feet along said
South line of Alpha Road to the POINT OF BEGINNING;

THENCE South 00 deg. 00 min. 16 sec. West a distance of 2138.50 feet to a point
for corner; said point being in the North line of L.B.J. Freeway (I.H. 635);

THENCE the following bearings and distances along the said North line of L.B.J.
Freeway (I.H. 635); North 53 deg. 26 min. 12 sec. West a distance of 332.26 feet
to a monument for an angle point; thence North 66 deg. 02 min. 45 sec. West a
distance of 205.07 feet to a monument for a corner on the Northeast line of
Dallas Power & Light Co., a 100 foot R.O.W.;

THENCE North 17 deg. 03 min. 45 sec. West a distance of 570.77 feet along the
said Northeast line of Dallas Power & Light Co. R.O.W. to an iron rod for a
corner on the East line of Dallas Parkway (a 100' R.O.W.);

THENCE North 06 deg. 16 min. 12 sec. East a distance of 42.30 feet along the
said East line of Dallas Parkway to a point for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 200.03 feet to a point
for ▇▇▇▇▇;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 20.83 feet to a point
for corner;

THENCE North 44 deg. 59 min. 44 sec. East a distance of 111.96 feet to a point
for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 51.00 feet to a point
for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 282.67 feet to a point
for corner;

THENCE North 89 deg. 59 min. 44 sec. West a distance of 51.00 feet to a point
for corner;

THENCE North 44 deg. 59 min. 44 sec. West a distance of 111.96 feet to a point
for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 20.83 feet to a point
for corner;

THENCE North 89 deg. 59 min. 44 sec. West a distance of 260.39 feet to a point
for corner; said point being in the East line of Dallas Parkway;

THENCE North 17 deg. 01 min. 20 sec. West a distance of 519.01 feet along the
said East line of Dallas Parkway to an iron rod for the beginning of a curve to
the right having a central angle of 14 deg. 56 min. 17 sec. and a radius of
1095.92 feet;

A-2 (1)

81
THENCE along said curve to the right and along said East line of Dallas Parkway
a distance of 285.73 feet to a cross cut in concrete paving on the said South
line of Alpha Road;

THENCE South 89 deg. 55 min. 37 sec. East a distance of 551.83 feet to a point
for corner;

THENCE South 00 deg. 00 min. 16 sec. West a distance of 166.71 feet to a point
for corner;

THENCE South 44 deg. 59 min. 44 sec. East a distance of 387.76 feet to a point
for corner;

THENCE North 45 deg. 00 min. 16 sec. East a distance of 20.00 feet to a point
for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 426.41 feet to a point
for corner, said point being in the South line of Alpha Road;

THENCE South 89 deg. 55 min. 37 sec. East a distance of 40.00 feet along said
South line of Alpha Road to the POINT OF BEGINNING and containing 24.563 acres
of land.

PLUS

A tract of land situated in the ▇▇▇ ▇▇▇▇▇▇▇ Survey, Abstract ▇▇. ▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇ of Dallas, Dallas County, Texas and being part of the HGD
Addition as recorded in Volume 81141, Page 2666 of the Deed Records of Dallas
County, Texas and being more particularly described as follows:

COMMENCING at a cross cut in concrete paving at the intersection of the South
line of Alpha Road (a 64' R.O.W.) and the West line of ▇▇▇▇ Road (a 55' R.O.W.);
thence South 00 deg. 02 min. 30 sec. East a distance of 765.75 feet to the POINT
OF BEGINNING;

THENCE South 00 deg. 02 min. 30 sec. East a distance of 411.50 feet to a point
for corner;

THENCE North 89 deg. 59 min. 44 sec. West a distance of 273.28 feet to a point
for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 411.50 feet to a point
for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 272.95 feet to the POINT
OF BEGINNING and containing 112,385 square feet or 2.5800 acres of land.

A-2 (2)

82
EXHIBIT A-3

DALLAS GALLERIA

COMPLEX SITE

COMMENCING at a cross cut in concrete paving at the intersection of the South
line of Alpha Road (a 64' R.O.W.) and the West line of ▇▇▇▇ Road (a 55' R.O.W.);
thence North 89 deg. 55 min. 37 sec. West a distance of 272.33 feet along said
South line of Alpha Road to the POINT OF BEGINNING;

THENCE south 00 deg. 00 min. 16 sec. West a distance of 1171.5 8 feet to a
point for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 273.27 feet to a point
for corner, said point being in the West line of ▇▇▇▇ Road;

THENCE South 00 deg. 02 min. 30 sec. East a distance of 87.31 feet along the
said West line of ▇▇▇▇ Road to an iron pipe for angle point;

THENCE South 00 deg. 03 min. 41 sec. West a distance of 112.77 feet along the
said West line of ▇▇▇▇ Road to a point for corner;

THENCE North 89 deg. 59 min. 44 sec. West a distance of 145.90 feet to a point
for corner;

THENCE South 00 deg. 00 min. 16 sec. West a distance of 483.33 feet to a point
for corner;

THENCE North 89 deg. 59 min. 44 sec. West a distance of 127.33 feet to a point
for corner;

THENCE South 00 deg. 00 min. 16 sec. West a distance of 283.50 feet to a point
for corner; said point being in the North line of L.B.J. Freeway (I.H. 635);

THENCE North 06 deg. 16 min. 12 sec. East a distance of 51.67 feet along the
said East line of Dallas Parkway to an iron rod for corner;

THENCE North 89 deg. 49 min. 46 sec. West a distance of 3.66 feet along the said
East line of Dallas Parkway to an iron rod for corner;

THENCE North 05 deg. 32 min. 1 1 sec. East a distance of 64.04 feet along the
said East line of Dallas Parkway to an iron rod for the beginning of a curve to
the left having a central angle of 22 deg. 36 min. 00 sec. and a radius of
766.20 feet;

A-3 (1)

83
THENCE along said curve to the left and along said East line of Dallas Parkway a
distance of 302.22 feet to the end of said curve, an iron rod for point;

THENCE North 17 deg. 0 1 min. 20 sec. West a distance of 646.25 feet along the
said East line of Dallas Parkway to AN iron rod for the beginning of a curve to
the right having a central angle of 14 deg. 56 min. 17 sec. and a radius of
1095.92 feet;

THENCE along said curve to the right and along said East line of Dallas Parkway
a distance of 285.73 feet to a cross cut in concrete paving on the said South
line of Alpha Road;

THENCE South 89 deg. 55 min. 37 sec. East a distance of 551.83 feet along the
said South line of Alpha Road to a point for corner;

THENCE South 00 deg. 00 min. 16 sec. West a distance of 166.71 feet to a point
for corner;

THENCE South 44 deg. 59 min. 44 sec. East a distance of 387.76 feet to a point
for corner;

THENCE North 45 deg. 00 min. 16 sec. East a distance of 20.00 feet to a point
for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 426.41 feet to a point
for corner; said point being in the South line of Alpha Road;

THENCE South 89 deg. 55 min. 37 sec. East a distance of 40.00 feet along said
South line of Alpha Road to the POINT OF BEGINNING and containing 30.554 acres
of land.

PLUS

A tract of land situated in the ▇▇▇ ▇▇▇▇▇▇▇ Survey, Abstract ▇▇. ▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇ of Dallas, Dallas County, Texas and also being part of the HGD
Addition as recorded in Volume 81141, Page 2666 of the Deed Records of Dallas
County, Texas and being more particularly described as follows:

COMMENCING at a cross cut in pavement at the intersection of the South line of
Alpha Road (a 64' R.O.W.) and the West line of ▇▇▇▇ Road (a 55' R.O.W.), said
cross cut also being the Northeast corner of said HGD Addition; thence South 00
deg. 02 min. 30 sec. East a distance of 571.50 feet along said West line of ▇▇▇▇
Road to the POINT OF BEGINNING.

THENCE continuing along said West line of ▇▇▇▇ Road South 00 deg. 02 min. 30
sec. East a distance of 194.25 feet to a point for corner;

THENCE North 89 deg. 59 min. 44 sec. West a distance of 272.95, feet to a point
for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 644.50 feet to a point
for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 127.42 feet to a point
for corner;

THENCE South 00 deg. 00 min. 16 sec. West a distance of 450.25 feet to a point
for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 145.37 feet to the POINT
OF BEGINNING and containing 110,376 square feet or 2,5339 acres of land.

A-3 (2)

84
PLUS

BEGINNING at an "X" cut in concrete pavement at the Southeast corner of said HGD
Addition, said point also being the intersection of the North right-of-way line
of L.B.J. Freeway (I.H. 635) and the West right-of-way line of ▇▇▇▇ Road (a
variable width R.O.W.);

THENCE North 65 deg. 05 min. 00 sec. West a distance of 240.27 feet along the
North line of L.B.J. Freeway (I.H. 635) to an iron rod for. corner;

THENCE continuing along said North line of LBJ Freeway North 53 deg. 26 min. 12
sec. West a distance of 67.74 feet to an iron rod for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 283.50 feet to and iron
rod for corner; for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 127.33 feet to an iron
rod for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 483.33 feet; to an iron
rod for corner; THENCE South 89 deg. 59 min. 44 sec. East a distance of 145.90
feet to an "X" cut in concrete pavement, said point being in the West line of
▇▇▇▇ Road;

THENCE along said West line of ▇▇▇▇ Road South 00 deg. 03 min. 41 sec. West a
distance of 908.40 feet to the POINT OF BEGINNING and containing 168,613 square
feet or 3.871 0 acres of land.

PLUS

THENCE South 00 deg. 02 min. 30 sec. East a distance of 411.50 feet to a point
for corner;

THENCE North 89 deg. 59 Min. 44 sec. West a distance of 273.28 feet to a point
for corner;

THENCE North 00 deg. 00 min. 16 sec. East a distance of 411.50 feet to a point
for corner;

THENCE South 89 deg. 59 min. 44 sec. East a distance of 272.95 feet to the POINT
OF BEGINNING and containing 112,385 square feet or 2.5800 acres of land.

A-3 (3)
85

EXHIBIT A-4

[COMPLEX SITE PLAN]

A-3 (4)

License, provided Licensee has paid to Licensor all of its obligations payable
under this License and further provided that Licensee has given Licensor written
notice of Licensee's forwarding address.

9. COMPLIANCE WITH ALL APPLICABLE LAWS.

Throughout the term, Licensee shall obtain and maintain, at its sole
cost and expense, all approvals, permits or licenses required by any
governmental authority which are necessary for Licensee's permitted use of the
Premises and occupancy of the Premises; further, Licensee shall, at its sole
cost and expense, at all times during the term hereof comply with all applicable
laws, ordinances, rules, regulations and requirements of any governmental
authority having jurisdiction over Licensee's business operations at, use and/or
occupancy of the Premises.

10. LICENSEE'S RELEASE, WAIVER AND INDEMNITY.

Notwithstanding anything to the contrary contained in this License, at
all times from and after the date that possession of the Premises is delivered
to Licensee and continuing throughout the term, Licensee shall indemnify,
defend, and hold harmless Licensor and its agents, employees, and partners and
the partners' officers, directors, agents, and employees (the "Indemnified
Parties") from and against and hereby releases and waives all suits, demands,
liabilities, claims, causes of action, costs, losses, damages and expenses
("Claims") (i) arising from or caused in any way by any act, omission, or
negligence of Licensee or its officers, agents, employees, servants,
contractors, or licensees or (ii) arising out of any accident within, or damage
to the property of any person (including, without limitation, Licensee and its
officers, agents, employees, servants, contractors, or licensees) located within
tile Premises, or injury to or death of any person in or upon the Premises, or
Licensee's use of the Premises, whether caused in whole or in part by the acts,
omissions, negligence or strict liability of an Indemnified Party, and (iii)
arising out of any violation of any applicable law. THE RELEASE, WAIVER
INDEMNITY SET FORTH IN CLAUSE (II) ABOVE SHALL APPLY REGARDLESS OF CAUSATION,
INCLUDING, WITHOUT LIMITATION, THE ACTS, OMISSIONS OR NEGLIGENCE OF AN
INDEMNIFIED PARTY, (WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, COMPARATIVE,
CONTRIBUTORY, OR CONCURRENT), OR BASED ON ANY THEORY OF STRICT LIABILITY,
INCLUDING, WITHOUT LIMITATION, PRODUCTS LIABILITY OR PREMISES LIABILITY,-
(WHETHER FOUNDED IN WHOLE OR IN PART ON NEGLIGENCE OR STRICT LIABILITY) BUT
EXCLUDING LICENSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The foregoing
indemnities shall include attorneys' fees, court costs, investigation costs, and
all other costs and expenses incurred by an Indemnified Party from tile first
notice that any Claim or demand has been made or may be made, and shall not be
limited in any way by any limitation on the amount or type of damages,
compensation, or benefits payable under

3
87
applicable worker's compensation acts, disability benefit acts, or other
employee benefit acts. The provisions of this paragraph shall survive the
expiration or termination of this License with respect to any Claim occurring
before such expiration or termination.

11. INSURANCE.

Licensee agrees to maintain in full force during the term of this
License a policy or policies of comprehensive general liability insurance in the
amount of at least [***] combined single limit for bodily injury (including
death) and/or property damage in any one occurrence. All insurance policies
required hereunder shall name Licensor as an additional insured, contain
contractual liability endorsements covering the agreement of Licensee to
indemnify the Indemnified Parties pursuant to the terms and provisions of this
License, shall be primary to any insurance carried by Licensor or an Indemnified
Party, and shall contain a waiver of subrogation provision covering the
releases, waivers and indemnities of Licensee referred to in the following
sentence. Licensee hereby further agrees that its insurance company shall have
no right of subrogation against Licensor and/or the Indemnified Parties on
account of any Claims for which Licensee has released or waived or indemnified
the Indemnified Parties for under this License. Licensee shall furnish Licensor
with a certificate of such insurance coverage prior to the commencement of this
License.

Licensee hereby agrees to use and occupy the Premises at Licensee's own
risk and that the Indemnified Parties shall not be liable for and Licensee
hereby releases and waives all Claims against the Indemnified Parties for any
loss of or damage to Licensee's property (including inventory) caused in any
manner whatsoever, including, without limitation, any loss or damage caused by
the negligence of an Indemnified Party, whether or not such negligence is sole,
joint, comparative, contributory or concurrent. Licensee shall insure its
property (including inventory) against damage or loss by any cause, including
theft.

12. NO PERSONAL LIABILITY OF AN INDEMNIFIED PARTY.

Licensee specifically agrees to look solely to an Indemnified Party's
interest in the Shopping Center for the recovery of any judgment from an
Indemnified Party, and that in no event shall an Indemnified Party ever be
personally liable for any such judgment.

13. NO INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

In no event shall an Indemnified Party or the interest of an Indemnified
Party ever be liable to Licensee or subject to execution by Licensee for any
indirect, special or consequential damages under the provisions of this License
or otherwise.

*** Confidential treatment requested.

4
▇▇
▇▇▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇

EXHIBIT B

DESCRIPTION OF LANDLORD'S WORK

The following work ("Landlord's Work") shall be, or has been, done for or by the
Landlord except as otherwise specified:

A. STRUCTURE

1. Frame: A structural frame of concrete and/or masonry
construction, or any combination of these, with a mall designed
to carry a live load of 100 pounds per square foot in accordance
with applicable building codes and a floor and roof designed to
carry an air handling unit of 1500 lbs. per tenant (any loads
exceeding 1500 lbs. must be reviewed by Landlord's structural
engineer); provided, however, roof top units are not permitted.

2. Roof, Deck of structure above.

3. Exterior Walls: Exterior walls shall be of non-combustible
construction and of finish as designed by Landlord.

4. Partitions Separating Leased Premises: The partition shall be
centered upon the lease line between demised premises and shall
be constructed of steel studs with one layer of 5/8" gypboard
taped and floated on either side of the steel stud. The walls
will extend from the floor to the underside of the deck above
and will be constructed in a manner which will provide a 1 hour
U.L. fire rating as per Dallas City Code (the "Code").

5. Floors: Floors shall be of metal-trowel finished topping over
structural pre-cast concrete or poured-in-place concrete.

B. COMMON AREAS AND SERVICES

1. Malls: The public areas of the Mall Building shall be lighted,
surfaced, heated and cooled.

2. Vertical Transportation: Landlord shall provide any vertical
transportation necessary in Landlord's judgment by means of
stairs, escalators, or elevators as are appropriate in
Landlord's judgment.

3. Service Corridors: Service corridors, as Landlord shall
determine, shall be provided.

C. UTILITIES

1. Electrical Service: The Landlord shall provide electrical
service (feeders) as follows:

a. Wire and conduit from T. U. Electric Co. function box in
meter room terminating into wireway mounted on the
interior side of rear wall of

B (1)

Demised Premises. Tenant's electrical installation
begins at this point, as shown on Exhibit E.

b. Service Description: 460 volts/ 3 Phase/ 5 wire.

C. Service Size and Capacity: Size and capacity of
electrical service shall be provided in accordance with
Tenant's requirements up to the maximum capacities
listed below. Any additional service capacity required
shall be at Tenant's expense and installed by Landlord:

Floor Area Capacity Capacity
---------- -------- --------

(sq. ft.) (amperes) (amp, cont. duty)
up to 7,000 60 48
over 7,000 to 12,000 100 80
over 12,000 to 25,000 200 160

d. Landlord's and Tenant's electrical construction criteria
are shown on Exhibit E attached hereto.

2. Water and Sanitary Sewer Service:

Water, sewer, and plumbing vent piping are available within the
structure of which the Demised Premises are a part, at chases located at
points within the Galleria such that the distance of connecting from the
rear wall of the Demised Premises is a maximum of 60 feet in a
horizontal direction. This piping is available for Tenant's use and the
Tenant may make connection from the Demised Premises to these lines at
the Tenant's expense only after receiving the Landlord's written
approval.

3. Heating, Ventilating and Air Conditioning:

The Tenant shall contract with a Landlord-approved mechanical engineer
to design the Tenant's HVAC system at Tenant's expense. Upon receiving
the design of the Tenant's HVAC system from Tenant, the Landlord shall
review and either approve in writing or return to Tenant for
modifications so as to conform to Landlord's design criteria set forth
in Exhibit C-1. Upon approval by Landlord, Landlord will authorize
Tenant to have constructed at Tenant's cost a heating, ventilating and
air conditioning system within the Tenant's Demised Premises by a
Landlord-approved contractor. Electrical connection for such system to
be provided by Tenant. Landlord shall provide a central heating and
cooling plant from which hot and chilled water lines shall be run to a
point at least within sixty (60) feet from the Demised Premises
according to the specifications set forth in Exhibit C-1. Landlord may
require Tenant to install chilled water and/or hot water metering
devices on such lines. These meters will be required for food service
operations and restaurants. For all other tenants Landlord will have
option either to require a meter or to calculate Tenant's HVAC usage in
accordance with the provisions of Exhibit D hereof.

4. Gas: Gas service shall not be allowed except by special prior written
approval of the Landlord. In the event Landlord permits Tenant to
install gas service in and to the Demised Premises, installation of pipe
lines, meters, valves, etc., shall be by the Tenant's contractor at the
Tenant's expense. If Landlord permits Tenant to use gas service, Tenant
shall have a gas leak detector installed at Tenant's expense. Such gas
leak detector shall have a loud audible alarm, connected to the Mall
Building's intercom system and capable of being heard in the Common Area
of the mall. This detector shall be located and installed in accordance
with the manufacturer's specifications.

B (2)
90
D. FIRE PROTECTION

The Landlord will provide fire protection at the mall public areas.
Prior to Tenant's Work the Landlord will install a fire sprinkler grid
distribution system inside the Tenant's Demised Premises at Tenant's
cost. This sprinkler grid distribution system will have the capacity to
provide a maximum sprinkler coverage of one head per 100 square feet.
The Tenant shall install in the Demised Premises at Tenant's cost, and
with a contractor and materials, all of which are subject to Landlord's
prior approval, a working finished fire protection system (including
fire hose cabinets, additional sprinkler heads, and relocation of
sprinkler heads, if required) which shall be compatible with Landlord's
system and shall be in accordance with applicable codes.

E. GENERAL

Landlord shall have the right to run roof drainage lines, utility lines,
pipes, vertical chases, conduits, duct work and/or component parts of
all mechanical and electrical systems, where necessary, through attic
space, alongside columns or other parts of the Demised Premises, to
repair, alter, replace or remove the same, and to require Tenant to
install and maintain proper access panels thereto.

1. Utility Services - Water and Electricity:

Landlord agrees to cause the necessary mains, conduits and other
facilities to be available to supply domestic cold water and
electricity in accordance with and subject to Section C of
Exhibit B and Exhibit E. Tenant shall pay for all water and
electricity used in the Demised Premises and for meters, meter
installation costs, and for all water connections. If Landlord
shall elect to supply any one or more or all of said services,
Tenant shall purchase the use of such services as are tendered
by Landlord and shall pay the rates (including any established
minimum charges) established by Landlord at Landlord's option.
If such services are furnished, the rate charged for such
services shall not be more than those which would be charged to
Tenant by the public utility furnishing such services in the
area if separately metered to Tenant. The charges for such
services as are so furnished shall be additional rent due on the
first day of the calendar month following rendition of a ▇▇▇▇
therefor. Landlord may discontinue furnishing such services if
the same are not so paid for, upon not less than fifteen (15)
days written notice, and no such discontinuation shall be deemed
an eviction or render Landlord liable to Tenant for damages or
relieve Tenant from performance of its obligations hereunder. If
Landlord shall elect to furnish one or more of such services,
from time to time, Landlord shall not be liable to Tenant IN
damages or otherwise if any one or more of said services is
interrupted or terminated because of necessary repairs,
installation, improvements or any cause beyond the control of
Landlord. Landlord may cease to furnish any one or more of said
services without responsibility to Tenant except to connect the
service facilities with such other sources of supply as may be
available for the services so discontinued. If the Landlord
permits a Tenant not to install a water meter for the Tenant's
use, the Tenant shall pay a monthly minimum charge equal to the
City utility company's standard monthly rate as changed from
time to time. If Tenant wants cooled drinking water, then
Tenant, at its own cost and expense and with its own equipment,
shall install a water cooler to meet Tenant's requirements in
accordance with Exhibit C and the Design Criteria set forth in
Exhibit C-1.

2. Public Toilets and Washroom Facilities:

The Landlord shall provide public toilet and washroom facilities
necessary in Landlord's judgment.

B (3)
91

F. REVISION COSTS

The design for some portions of Landlord's Work, as specified in this
and other exhibits to the Lease may be derived from Tenant's
Construction Drawings as submitted to and approved by the Landlord, in
accordance with Section IV of Exhibit C-2 - Tenant Submission
Requirements. If any revisions to Tenant's Construction Drawings are
required after they are submitted to the Landlord by Tenant and approved
by Landlord, Tenant must bear all costs that may result from possible
resulting revisions in any portion of Landlord's Work that is dependent
upon Tenant's design, including the cost of revising the drawings.
Revision costs, as referred to above, will be based upon actual costs to
the Landlord, plus a 15% coordination fee. In the event the Tenant makes
any revisions after Landlord's construction work actually begins, Tenant
will be responsible for any additional construction costs incurred,
including the cost of revising the drawings, plus the 15% coordination
fee.

G. WORK EXECUTED BY LANDLORD FOR ACCOUNT OF TENANT:

If Tenant's Demised Premises are adjacent to, and can have access to, a
rear service corridor, Landlord will provide and install, at Tenant's
expense, a metal rear exit service door, as per City Code
specifications, complete with frame and door closure, standard
commercial hardware. The frame and door shall bear Underwriters' "B"
label and the hardware shall be ▇▇▇▇▇▇▇ or Russwin. Tenant shall be
furnished lock cylinder for his keying and installation. The cost for
this service door is $1,250.00. Should a double rear service door be
required, the cost will be additional.

B (4)
▇▇
▇▇▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇

EXHIBIT C

DESCRIPTION OF TENANT'S WORK

All work (the "Tenant's Work") required to complete and place the Demised
Premises in finished condition for opening for business (except what is
identified as Landlord's Work in Exhibit B) is to be done by Tenant, at Tenant's
expense, and in accordance with Exhibits C, C-1 series, C-2 and E. Whenever the
term "Landlord's written approval" appears in these Exhibits to the Lease, then
the written approval of Landlord's property manager shall be deemed to be
written approval of the Landlord. Tenant's Work includes, but is not limited to,
the following:

A. Store Fronts and Show Windows: The storefront and mall walls and all
show window work, show windows, show window backs, floors and ceilings,
and show window lighting installations.

B. Ceilings: All finished ceilings and coves, the height of which shall not
exceed twelve feet on a] I levels without written permission of the
Landlord or Landlord's architect.

C. Interior Walls: All interior walls (including partitions and curtain
walls other than partitions separating leased premises) shall be framed
with metal studs covered with at least 5/8" gypsum board. The Tenant
shall not construct any concrete block walls.

D. Interior Painting: All interior painting and decorating including
taping, floating, and speckling of all partitions where required, except
Landlord's taping and floating of the dry-wall demising walls.

E. Mezzanines/Safes Etc: The Tenant shall not construct mezzanines within
the Demised Premises or install safes or other excessively heavy objects
such as freezers, etc., without the written approval of the Landlord's
structural engineer. Any mezzanines shall be floor supported.

F. Attics: No combustible material shall be installed or stored above the
ceiling.

G. Floors: Tenant is permitted no depressions from the established floor
level. Floor coverings shall be limited to a maximum dead weight of 10
pounds per square foot.

H. Furniture, Fixtures and Signs: All furnishings, trade fixtures, signs
and related parts, shall be new or like-new and of first quality,
including installation. Location and design of all signs shall be
subject to prior written consent of Landlord as provided in Exhibit C-2.

I. Changes and Alterations: Landlord reserves the right to require changes
in Tenant's Work when necessary by reason of Code requirements or
directives of governmental authorities having jurisdiction over the
Demised Premises or deviations from construction criteria stated in this
Lease. Any such changes will be at Tenant's expense.

J. Charges for Tenant's Consultants: Charges for Tenant's consultants shall
be paid by Tenant.

K. Attachments to the Structure: The method and manner of attaching the
various mechanical and plumbing, etc., chases, ducts, piping, etc.,
shall be approved in writing by the Landlord's structural engineer. The
criteria are shown ON Exhibits C-1 (KI) and C-1 (K2).

C (1)
93

L. Floor Penetrations and Water Proofing: The floor shall not be penetrated
without prior written approval of the Landlord. All penetrations of the
floor shall be sleeved, fireproofed and caulked water tight as specified
by the Landlord's Architect as per Lease Exhibit C-1 (a). Restaurants
have special criteria. Other tenants (such as pet stores and photo
processing stores) having above typical liquids in the Demised Premises
may also have special criteria.

M. Wall Openings: Wall penetrations, if required by Tenant's Work, must
have prior written approval of Landlord or Landlord's architect. Any
approved penetration of exterior walls shall be constructed by
Landlord's contractor, at Tenant's expense.

N. Support of Equipment: HVAC, electrical, mechanical equipment, etc. shall
be ceiling hung as approved in writing by the Landlord's structural
engineer as shown on Exhibits C-1 (K-1) and C-1 (K2).

O. Water Heater/Water Treatment: Domestic water heater, where required,
shall be electric, automatic and less than 100 gallon capacity. Location
of any water treatment equipment must have prior written approval of
Landlord.

P. Plumbing: Tenant shall be responsible for all plumbing installation,
including the cost of installation of lines from the Demised Premises to
existing chases. Cutting and patching and drilling shall not be done
without prior written approval of the Landlord and the Landlord's
structural engineer. The criteria are shown on Exhibits C-1 (a), C-1
(P1) and C-1 (P2).

Q. Electrical work: Tenant shall furnish and install all rough and finished
electric work from the service termination pull box at the rear of the
Demised Premises. Tenant shall be responsible for providing electrical
conduits, wiring and boxes in the concrete floor topping prior to
placing of concrete floor by Landlord. Tenant shall furnish all
electrical fixtures, including lighting fixtures, exit lights, emergency
lighting system, lamps and equipment and installation thereof. Tenant
shall furnish and install all systems, where required, for telephone
conduit to the space from the telephone/meter room; inter-communication,
music, antenna, material handling or conveyor, burglar alarm, vault
wiring, fire alarm and communication, time switches, contractors and all
necessary disconnect switches for all motors required by Tenant. The
criteria are shown on Exhibits C-1 (U2), C-1 (Y) and E.

R. Gas: Gas service shall not be available except by exception, and only
with the prior written approval of Landlord. See Exhibit B, Section C.4
concerning additional requirements in connection with any such gas
service.

S. Heating, Ventilating and Air Conditioning: The Tenant, at Tenant's cost,
shall contract with a Landlord-approved mechanical engineer to design
the Tenant's HVAC system. Such systems shall be subject to Landlord's
prior written approval. Tenant, at Tenant's cost, shall construct with a
Landlord-approved contractor Tenant's HVAC system in accordance with the
criteria set forth in Exhibits C and the C-1 series. All such HVAC
equipment shall become Landlord's property upon termination of this
Lease. Tenant shall connect at Tenant's cost its HVAC system to the hot
and chilled water lines brought by Landlord to within sixty (60) feet of
Tenant's Demised Premises. Restaurants (and other tenants with special
make up air and exhaust fans) shall electrically interlock the HVAC and
exhaust systems.

T. Fire Protection:

1. The Tenant, at Tenant's cost, shall install in the Demised
Premises a finished fire protection system which shall be
connected to Landlord's grid distribution system in accordance
with the State fire codes and applicable City Building Codes.
All sprinkler heads shall be Viking type (micromatic), or other
brand approved by

C (2)
94

Landlord. The Tenant shall use a Landlord-approved sprinkler
contractor, who shall abide by any rules related to working in
the Mall Building established by the Landlord from time to time.
The Tenant shall have the fire protection system for the Demised
Premises designed by Landlord's approved sprinkler contractor at
Tenant's cost in accordance with the Tenant's Construction
Drawings, (which must include the reflected ceiling plan), which
are subject to Landlord's prior written approval.

2. In addition to City Code requirements for fire extinguishing
systems in kitchen hoods for restaurants or other food facility
operations, Tenant must install a dry type extinguishing system
in the ductwork above kitchen hoods.

3. Specifications shall be subject to approval by Landlord. Tenant
must also keep and maintain in the Demised Premises a hand held
fire extinguisher of a type approved by Landlord. Tenant shall
maintain minimum clearances between Tenant's improvements within
the Demised Premises and the sprinkler heads within the Demised
Premises as required by governing agencies. Failure to promptly
respond after receiving a notice of violation shall result in
the Landlord's taking whatever remedial action is required by
the governing agencies, at Tenant's expense.

U. Tenant's Mechanical, Plumbing, Electrical, Fire Protection, Fire
Detection and Fire Communication Design:

Tenant's mechanical, plumbing, electrical, fire protection, fire
detection, and fire communication systems must be technically compatible
with Landlord's systems to ensure the proper functioning of the entire
system. The criteria are shown on Exhibit C-1 series. Therefore,
Landlord may contract with a consulting engineering firm (Landlord's
Engineer) to review the design of the systems. The cost of reviewing the
Tenant's systems shall be borne by Tenant. After Landlord receives the
billing from Landlord's Engineer for the review of Tenant's systems,
Landlord shall rebill Tenant for the cost of the design review. Tenant
shall pay Landlord within thirty (30) days of receipt of said billing.

V. Special Charge to Maintain Restaurant or Above Standard Ventilation and
Grease Traps:

1. Exhaust and Makeup Air Systems:

The Tenant is responsible for maintaining any exhaust and makeup
air systems for a restaurant or food service area or other above
normal ventilation systems. If Tenant does not clean such
systems within thirty (30) days after Landlord's request to
Tenant to clean such systems, then Landlord may perform such
cleaning, and Tenant shall pay the cost of such cleaning within
thirty (30) days after Landlord invoices Tenant the cost
thereof.

If Tenant requests Landlord to maintain Tenant's ventilation
systems, and Landlord agrees to do so, then Landlord shall
commence maintaining such systems only after Landlord and Tenant
enter into a mutually satisfactory maintenance contract.

2. Grease Traps:

The Tenant is responsible for the cost to maintain any grease
traps serving the Demised Premises. In addition, the Tenant
agrees to reimburse the Landlord for the prorated share of the
cost of cleaning and maintaining the main sanitary sewer outside
the Demised Premises.

W. Temporary Services During Construction:

1. Electricity: Tenant shall obtain temporary power from the local
utility company during construction.

C (3)
95

HVAC: Should Tenant's HVAC system be operable prior to Tenant's
opening for business, Tenant may request the equipment be turned
on. Should Landlord agree, Tenant shall pay for the use of the
chilled and heated water at the rate specified in Exhibit D from
the date of the requested turn-on, and Tenant shall cause its
contractor to clean the HVAC system prior to Tenant opening for
business.

X. Fire Detection and Fire Communication: The Tenant shall at Tenant's cost
install in the Demised Premises a finished fire detection and fire
communication system which shall be connected to the Landlord's system
in accordance with applicable codes, and Landlord's criteria contained
in Exhibits C-1 (U1), C-1 (U2), C-1 (Y) and E.

y Building Control System: The Tenant at Tenant's expense shall furnish
necessary interface devices and wiring between the Tenant air handling
units and fans in accordance with Exhibits C-1 (S1), C-1 (S2) and C-1
(Y) to allow the remote control of such units from the Landlord's
Building Control System to ensure the proper operation of the central
plant and to comply with certain Code life safety requirements.

Z. General Provisions: All work done by Tenant shall be subject to
Landlord's prior review and written approval and governed in all
respects by, and be subject to, the following:

1. Within a reasonable time after the execution of the Lease, the
Landlord shall send to Tenant's architect a "Construction
Information Packet." Within fifteen (15) days after execution of
this Lease Tenant shall submit to Landlord Preliminary Design
Drawings (as more fully described in Section IV C of Exhibit
C-2) for storefront design, elevation or rendering, and
reflected ceiling plan (with electrical load requirements in
▇▇▇▇▇), and location of rear door, if required by Code
(specifying single or double), and the location of Tenant's
sign. Within thirty (30) days after execution of this Lease
Tenant shall submit to Landlord Preliminary MEP Drawings (as
more fully described in Section IV D of Exhibit C-2).

2. If Landlord disapproves the Preliminary Drawings (whether Design
or MEP) and requests revisions, Tenant shall revise said
Preliminary Drawings and shall resubmit for Landlord's approval
revised Preliminary Drawings incorporating Landlord's
requirements within ten (10) days after receipt of Landlord's
comments, and the foregoing procedure with respect to approval
and resubmission shall be followed until complete agreement of
Landlord has been given to Tenant's Preliminary Drawings. After
the Tenant's Preliminary Drawings have been approved by the
Landlord, the Tenant will prepare Construction Drawings (as more
fully described in Section IV E of Exhibit C-2) which shall be
subject to written approval by Landlord prior to the Tenant's
commencing Tenant's Work in the Demised Premises.

3. Tenant's Work shall be coordinated with the work being done by
the Landlord and/or other tenants of Landlord to such a degree
that such work will not interfere with or delay the completion
of work by Landlord and/or other tenants of Landlord. The
performance of Tenant's Work shall cause no interference
whatsoever with the completion of Landlord's Work in the Demised
Premises or in the remainder of the Galleria.

4. At any time during the Lease term if construction or repairs are
needed, or for initial construction of Tenant's Work, Landlord
shall provide Tenant a list of Landlord approved contractors
(general and sub-contractors). If Tenant wishes to use nonlisted
contractors or sub-contractors Tenant shall submit to Landlord
such names at least 30 days prior to the start of Tenant's Work.
Tenant agrees not to commence Tenant's Work until Tenant has
secured Landlord's written approval of all such contractors and
sub-contractors to be used in performing Tenant's Work. In any

C (4)
96

event Tenant shall use Landlord's contractors for all work
related to fire alarm control and building management systems.
Tenant's contractors and sub-contractors shall not commence
construction of Tenant's Work without a set of Construction
Drawings (as defined in Exhibit C-2, Section IV, Paragraph E
hereof) signed as approved by Landlord and located on the
construction site.

5. During construction and upon completion Landlord may inspect
Tenant's Work for conformance to Landlord's specifications set
forth in this Lease. Landlord shall notify Tenant of any
discrepancies in the construction of Tenant's Work and Tenant
shall immediately correct such discrepancies. Tenant may not
operate its HVAC system or open for business until Landlord has
approved in writing Tenant's Work. Prior to Tenant's
commencement of operating its business from the Demised
Premises, Tenant shall cause its contractor to submit to
Landlord "HVAC system proof of performance tests" to verify that
the HVAC system meets design criteria in these Exhibits. Failure
of Landlord to notify Tenant that Tenant's Work is not in
compliance with (i) Landlord's criteria contained in these
Exhibits, or (ii) City Code, whether or not Landlord has
inspected Tenant's Work, shall not constitute a waiver by
Landlord to so notify Tenant at a subsequent time. Failure of
Tenant to correct its work so as to conform with Exhibits C, C-1
series or E within thirty (30) days of notice of discrepancies
shall give Landlord the right to terminate this Lease.

6. Tenant shall cause Tenant's contractor to furnish electricity,
water and toilet facilities required during the construction and
fixturing of Tenant's Demised Premises, and to arrange with the
general contractor for any needed vertical transportation.

7. During initial construction, texturing, and stocking of the
Demised Premises, Landlord will provide a trash removal service
from the truck docks. It shall be Tenant's responsibility to
break down its boxes and each day place its trash in the
containers provided at a designated collection point. Trash
accumulation will not be permitted overnight in the Demised
Premises, malls or service corridors. For this service, a single
charge of $.40 per square foot of floor area in the Demised
Premises, or $500.00, whichever is greater, will be due upon
opening the Demised Premises for business. Tenant shall be
charged for this service whether used or not. Tenant is
cautioned against having trash accumulate within its area or in
the corridor, mall, or arcade adjacent to its Demised Premises.
Should this situation develop and Landlord be forced to remove
Tenant's or Tenant's contractor's trash, the charge for this
service will be 1.5 times Landlord's cost.

8. Tenant is aware of the fact that Landlord will require a high
grade, first class operation to be conducted by Tenant in the
Demised Premises. To this end, Tenant shall do the interior
fixturing and exterior displays in a manner consistent with such
an operation. Tenant agrees to install in the Demised Premises
only such trade fixtures, lighting fixtures, carpeting, wall
treatment, interior decor and the like as shall first have been
approved in writing by Landlord. Only such improvements and
texturing as shall have been approved by Landlord shall ever be
installed in the Demised Premises.

9. Tenant's Work shall be performed in a first-class ▇▇▇▇▇▇▇-like
manner and shall be in good and useable condition at the date of
completion thereof. Tenant shall require any party performing
any such work to guarantee the same to be free from any and all
defects in workmanship and materials for one (1) year from the
date of completion thereof. Tenant shall also require any such
party to be responsible for the replacement or repair without
additional charge of any and all work done or furnished by or
through such party which shall become defective within one (1)
year after substantial completion of the work. The correction of
such work shall include, without additional charge, all expenses
and damages in connection with such

C (5)
97

removal, replacement, or repair of any part of the work which
may be damaged or disturbed thereby. All warranties or
guarantees as to materials or workmanship on or with respect to
Tenant's Work shall be contained in the contract or subcontract
with shall be so written that such guarantees or warranties
shall inure to the benefit of both Landlord and Tenant, as their
respective interests appear, and can be directly enforced by
either. Tenant covenants and agrees to give Landlord any
assignment or other assurances necessary to effect the same.

10. Landlord shall have the right (but shall not be obligated) at
Tenant's expense to perform by Landlord's own contractor or
subcontractor, on behalf of and for the account of Tenant, any
Tenant's Work which Landlord determines should be so performed.
Generally, such work shall be work which affects any structural
components of, or the general utility systems for, the building
in which the Demised Premises are located.

11. Compliance with Laws: All Tenant's Work shall conform to all
applicable statutes, ordinances, regulations, codes and the
requirements of Landlord's insurance underwriter. Tenant shall
obtain and convey to Landlord all approvals with respect to
electrical, gas, water, heating and cooling, and telephone
work all as may be required by the utility company supplying
the service.

12. Approvals: No approval by Landlord shall be deemed valid unless
the same shall be in writing signed by Landlord or Landlord's
architect.

13. Insurance: Prior to commencement of Tenant's Work and until
completion thereof, or Commencement Date of the Lease, whichever
is the last to occur, Tenant shall effect and maintain, and
provide certificates to the Landlord for insurance policies set
forth in Articles XII and XIII of the Lease. Tenant shall effect
and maintain, and provide certificates to the Landlord, for
Builder's Risk Insurance covering Landlord, Landlord's general
contractor, Tenant and Tenant's contractors, as their interests
may appear, against loss or damage by fire, vandalism and
malicious mischief, and such other risks as are customarily
covered by a so-called "extended coverage endorsement" upon all
Tenant's Work in place and all materials stored at the site of
Tenant's Work and all materials, equipment, supplies and
temporary structures of all kinds incident to Tenant's Work and
builder's machinery, tools and equipment; all while forming a
part, or contained in, such improvements or temporary structures
while on the Demised Premises or within 100 feet thereof, or
when adjacent thereto while on malls, drives, sidewalks,
streets, or alleys, all to the full insurable value thereof at
all times. In addition, Tenant agrees to require all contractors
and subcontractors engaged in the performance of Tenant's Work
to effect and maintain and deliver to Tenant (and Tenant shall
provide copies to the Landlord) copies of certificates naming
Dallas Galleria Limited and ▇▇▇▇▇ Interests Limited Partnership
as Additional Insureds which certificates shall evidence the
existence of, prior to the commencement of Tenant's Work and
until completion thereof, the following insurance coverages:

a) Worker's Compensation Insurance in accordance with the
laws of the State of Texas, including Employer's
Liability Insurance, to the limit of [***];

b) Commercial General Liability Insurance, with limits of
not less than [***] per occurrence combined single
limit bodily injury and property damage.

c) Automobile Insurance, including owned, non-owned and
hired automobiles, with limits of not less than
[***] per occurrence combined single limit bodily
injury and property damage.

*** Confidential treatment requested.

C (6)
98

14. Tenant will abide by and cause its contractor, subcontractors,
agents and employees to abide by rules and regulations published
by Landlord, including those pertaining to parking, toilet
facilities, safety conduct, delivery of materials and supplies,
trash storage, collection and removal, and cooperation with
Landlord's General Contractor.

15. Tenant shall cause its General Contractor to provide Landlord
with releases of liens in a form satisfactory to Landlord for
all work done by Tenant's Contractor, subcontractors, and
material suppliers within or about the Demised Premises prior to
Tenant opening for business in the Demised Premises.

C (7)

Symbols Legend for Dallas Galleria
Series of Exhibits
100
GALLERIA

VERTICAL PENETRATIONS

EXHIBIT C-1(A)
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 (K2)
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 (K-1)
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT ▇-▇ ▇-▇
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 (P2)

▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 ▇-▇

▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 S-2

107
Parts used for tenant leases.

Item Part No. Description
---- -------- -----------

1 540-160 Unit Vent Controller (LGP)
540-168 Pneumatic Output Module (LGP)

2 265-1002 3-way pneumatic switch, 120V (LGP)

3 VP658 ANSI 250 N.C. 9-13# Powertop (valve sized for GPM requirements) (LGP)

4 540-122 Room Sensor (LGP)

5 540-244 Discharge Air Sensor (LGP)

6 251-0002 Pressure Electric Switch (used as run status) (LGP)

7 D1-83/AD-3R1 Duct Smoke Detector (Furnished by fire alarm contractor)

8 24VAC 3PDT Start/Stop Relay (Cube Type) (Mall coordinated for tenant)

9 Disconnect Motor starter w/120VAC control transformer, HOA, pilot
light 2 N.O. Aux. contacts
(Normally provided by electrical subcontractor)

10 SPDT 24VDC AHU shutdown relay (Furnished by fire alarm contractor)

11 VP658 ANSI 250 N.O. 3-6# Powertop valve, sized for GPM requirements) (LGP)

12 R-Controller Outside Air Constant Volume Boxes (Sized for each suite) (LGP)

Note: Size control valves at 5 PSI drop at design GPM.
All valves to be ANSI Class 250

EXHIBIT C-1 S-2A
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 ▇-▇
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 U-1
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 U-2

▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇

EXHIBIT C-1 Y
▇▇▇

▇▇▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇

EXHIBIT C-1

DESIGN CRITERIA FOR TENANT'S
MECHANICAL AND ELECTRICAL WORK

Mechanical and Electrical Design, whether work be performed by Tenant or
Landlord shall conform to the following:

A. HEATING, VENTILATING AND COOLING

1. Design Conditions - Heating of Demised Premises

a) Inside dry bulb temperature (Minimum) 70 deg F

b) Outside dry bulb temperature (Maximum) 22 deg F

2. Design Conditions - Cooling of Demised Premises

a) Inside dry bulb temperature - Maximum 76 deg F

b) Inside relative humidity - Maximum 55%

c) Outside dry bulb temperature - Minimum 100 deg F

d) Outside wet bulb temperature - Minimum 75 deg F

e) If Tenant requires special temperature or humidity
conditions different from those specified above, Tenant
shall notify Landlord before the Lease is signed and
shall note these special design requirements on the
mechanical plan submitted to the Landlord for its
consulting engineer's use in reviewing the design of the
system. Any additional costs required by these special
design conditions shall be borne by Tenant.

3. Design Conditions - Ventilating of Demised Premises

a) Total air circulated based on internal sensible heat
load at peak requirements, but not less than Code
requirements.

b) Recirculated air equal to 100% of air circulated, less
design outside air quantity.

c) Exhaust systems based on Code and space use special
requirements. Only mechanical exhaust permitted. Exhaust
to be routed to exhaust risers. All exhaust discharges
must be a minimum distance of 20 feet from all fresh air
intakes. Restaurants may require separate make up and
exhaust systems to be designed and installed.

d) Toilet exhaust shall be tied to base building system.

C-1(1)
113

4. Central Plant Data

a) Peak load temperature of chilled water supply: 44 deg F.
Use 42 deg F for design factor.

b) Cooling service available during mall hours.

c) Minimum working pressure of all equipment - 300 PSIG,
chilled and heating hot water side.

d) Maximum allowable pressure drop through Tenant equipment
(booster pumping not permitted for chilled water and
heating hot water) - 30 feet of water.

e) Temperature of chilled water from Tenant's equipment -
greater than 60 deg F. Chill water coils must be
selected to provide a 18 deg F chill water differential
between supply and return at design and actual operating
conditions. Additional criteria are contained in
Exhibits C-1 series and E.

f) Peak heating hot water from Central Plant - 160 deg F
from Tenant's equipment - 120 deg F. Heating hot water
from central plant available only during those project
hours of occupancy where the outside conditions require
heating to maintain inside design conditions.

g) Design - specify chilled water coil for an 18 degrees F.
minimum rise in water temperature between supply and
return.

5. Diffusers, Registers, Grilles: Shall be of adjustable type for
volume and direction, ▇▇▇▇▇ or equal quality.

6. Air Handling Unit: Ceiling hung horizontal or vertical type,
multi or single zone, with squirrel cage fans, belt driven,
separate heating source and cooling coils (500 FPM max.),
throw-away filters, outside air and return air dampers and
adequate vibration isolating devices. No roof mounted
air-handling units will be permitted. Only Carrier 39 NX,
LaSalle or York IAQ units will be permitted. Chill water coils
must be selected to provide a 18 deg F chill water differential
between supply and return at design and actual operating
conditions.

7. Tenant Equipment Loads: Tenant air conditioning equipment shall
be ceiling hung unless otherwise approved in writing by
Landlord's structural engineer. The equipment shall impose a
total floor load no greater than 1500 lbs. If greater than 1500
lbs. Landlord's structural engineer must review and approve. The
review shall be at Tenant's cost.

8. Location of Equipment: All Tenant components shall be located
within Tenant's Demised Premises, and so installed and located
as to provide for ease of removal or maintenance.

9. Electric Motors: Motors shall be designed for fan duty,
continuous operation, and shall leave NEMA rating and service
factor of 1.15 minimum. All motors shall have copper windings
and class "A" or "B" insulation. Motors shall be manufactured by
Westinghouse, Louis-Allis, Reliance, Siemans-Allis,
Century/▇▇▇▇▇, or General Electric.

C-1(2)

114
10. Heating:

a) Space Heating: The Demised Premises shall be heated by
finned hot water heating coils in the air handling
system.

b) Water Heating: Each Tenant requiring hot water for
domestic use shall heat water electrically.

11. Piping: Shall be in accordance with ASTM and ASA standards.
Piping and equipment shall be 300# rated for hot and chilled
water lines. Di-electric fittings required wherever dissimilar
metals are joined to reduce electrolysis failures.

12. Insulation: Outside air ductwork shall be externally insulated
with one inch thick one-half pound density fiberglass duct
liner. All supply air ductwork, including round duct and
flexible duct shall be externally insulated with a minimum one
and one-half inch thick 0.6 pound density fiberglass flexible
blanket with foil vapor barrier.

Chilled and heating hot water piping shall be insulated with one
and one-half inch (1-1/2") glass fiber pipe insulation as
manufactured by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ "Micro-Lok 650", ▇▇▇▇▇▇▇▇▇
"Accotherm" or approved equal, with AP non-combustible vapor
barrier jacket. During the term of the Lease, Tenant shall be
responsible to maintain the HVAC ductwork.

13. Temperature Control - Automatic Temperature Control: Shall
conform to and operate in conjunction with the central plant and
life safety systems. Chilled and heating hot water control
valves shall be straight pattern type with equal percentage flow
characteristics, maximum 2% leakage rate, and rated for the
system pressure. The control valves shall be capable of tight
shut-off at the system differential pressure conditions. The
control valves shall automatically close when the air handling
unit fan is off. See Exhibit C-1 series.

14. Ceiling Access Panels: Tenant shall provide for access panels
for Landlord's accessibility to common facilities and MEP
equipment.

15. Tenant shall furnish Landlord the following information for
approval and acceptance in writing before ordering any work
done.

a) Complete information covering any special ventilation
system requirements.

b) Complete lighting plan layout showing location and
wattage of all lighting fixtures together with a
detailed interior layout plan showing merchandising
fixtures and lighting thereof to enable the Landlord to
review and approve same for coordination with space
conditioning and common facilities.

c) Complete plans showing all halls, partitions and
encroachments with spaces designated as sales, live
storage, offices, fitting rooms, alteration rooms,
toilets, docks, rest rooms, etc., complete with maximum
people occupancy.

d) Complete Mechanical, Electrical, Plumbing, Fire
Protection and Life Safety Drawings and Specifications.
See Exhibit C-2 Section IV for criteria.

16. Ductwork: Ductwork shall be constructed and installed in
accordance with SMACNA Manual, Current Edition.

C-1(3)

115
B. ELECTRIC WIRING:

1. Electric Service:

a) 265/460 Volt, 5 wire, 3 phase, 60 cycle, A.C.

b) Electric meter to be provided by T. U. Electric Company
and to be located within meter rooms or service areas.

c) Tenant's connected load shall not exceed 7.0 ▇▇▇▇▇ per
square foot of floor area within the Demised Premises.
Any additional wattage required by Tenant must be
approved by Landlord, and any additional costs resulting
from this additional load will be at Tenant's expense.
Tenant shall pay for the electrical capacity in excess
of that provided by Landlord in Exhibit B, Paragraph
C1(c).

2. Tenant's Electrical Construction:

a) Material- General: All electrical materials shall be
new, shall be National Electrical Code standard unless
better grade is mentioned herein, and shall bear the
Underwriter's Laboratories label.

b) Codes and Ordinances: All work shall be performed in
full accordance with the latest National Electrical Code
and any or all State and local codes or ordinances
having jurisdiction over same.

c) Power Distribution Panelboards: Shall be arranged for
265/460 volt, 3 phase, 4 wire, wye service. General
Electric Type QMR and CCB or approved equal as
manufactured by: Square D or Westinghouse. Busbars shall
be either 55" conductivity aluminum or 98% conductivity
▇▇▇▇▇▇. Aluminum bus plating shall be ▇▇▇▇▇▇-70 or
approved equal. Type CCB panelboards shall be provided
with molded case bolted-in circuit breakers. Type QNR
panelboards shall be provided with Type QMR quickmake,
quick-break, fusible switches and ▇▇▇▇▇▇▇ Type LPS-RK
fuses.

d) Lighting Panelboards: Shall be GE Type NLAB 120/ 208
volt, 4 wire, 3 phase: GE Type NAB 265/460 volt, 4 wire,
3 phase or approved equal as manufactured by
Westinghouse or Square D. Busbars shall be either 55%
conductivity aluminum or 98% conductivity copper.
Aluminum bus plating shall be ▇▇▇▇▇▇-70 or approved
equal. Panelboards shall be provided with molded case
bolted-in circuit breakers. All breakers shall be
quick-make, quickbreak type. Twenty percent additional
space breaker capacity shall be provided. Lighting
branch circuit breakers shall be 20 amp loaded not to
exceed 1600 ▇▇▇▇▇ at 120 volts. Two and three pole
breakers shall be common trip. Handle ties are not
acceptable.

e) Bussing: Shall be arranged by Tenant so that odd
numbered breakers are on the left side and even numbered
breakers are on the right side. Circuits 1, 2, 3, 4, 5,
6, etc., shall be on Phase A, B, or C respectively. With
this sequence maintained, the inside of the cabinet door
shall have a typewritten directory in frame under clear
plastic.

f) Contractors: Contractors for control of show window
lighting and signs shall be ASCO Bulletin, 920 Series,
enclosed, electrically operated and mechanically held,
with fuse adapter for control line fuse.

C-1(4)
116

g) Time Switches/Time Clocks: Time switches for control of
Show window lighting shall be synchronous motor type
with by-pass and omitting devices as manufactured by
Sangamo, Tork or Landlord approved equal. Time clock
shall be Sangamo, Tork or Landlord approved equal.

h) Conduit: Rigid conduit shall be hot dipped galvanized or
sheradized. Electric metallic tubing shall be hot dipped
galvanized or electrogalvanized. Only rigid conduit
shall be used in concrete or below grade.

i) Outlet Boxes: Outlet boxes and covers therefor, in
general, shall be galvanized or sheradized one piece
knockout type. For outlet boxes in damp or exposed
locations, Tenant shall confirm with Landlord the type
of box required. Lighting fixtures are outlets shall be
provided with 3/8" fixture studs and plaster rings.
Outlet boxes for wiring devices, i.e., switches,
receptacles, etc. shall be 4" square minimum, fitted
with device cover to suit. Outlet boxes shall be
fastened by means of screws or shall be supported by
means of approved hangers.

j) Wire and Cable: Wire and cable shall be insulated copper
wire. It shall be properly coded with white neutral,
according to N.E.C. Code. All copper conductors except
#12 branch circuits, shall be standard code type "THW",
71-12,N" or "THWN" insulated wire. Branch circuit
conductors (#12) shall be type "TW", "THW", "THNN",
"THWN" insulated wire. Tenant shall use no wire smaller
than No. 12 "AWG" for lighting and/or power.

k) Toggle Switches: 120/277 volt switches shall be minimum
15 amp. rating ▇▇▇▇▇▇ No. 2770 Series toggle or approved
equal.

1) Duplex Receptacles: 120 volt standard duplex receptacles
shall be minimum 15 amp. ▇▇▇▇▇▇ 62645 or approved equal.

m) Electrical Grounding: Electrical safety grounding for
transformers and other devices must be connected to
common ground cable located in the Mall common meter
rooms. No grounding to water piping shall be permitted.

n) Floor Outlets: Floor outlets shall be round, adjustable
and water tight as follows, or equal: ▇▇▇▇▇▇▇ and ▇▇▇▇▇
No. 2503 with No. 3070 cover and ▇▇▇▇▇▇▇ No. 562 duplex
receptacles for outlets in slab or grade. Outlets in
floor slabs above grade shall be similar except with No.
2503 HD boxes.

o) Weatherproof Receptacles: Shall be ▇▇▇▇▇▇ 3780 single
with gasket and threaded metal cover and plate or
approved equal.

p) Telephone System: All telephones with services thereto
shall be provided by Tenant. All telephone charges shall
be paid by Tenant directly to the telephone utility
company furnishing the service. All interior facilities
within the Demised Premises required by the telephone
company to provide service shall be furnished by Tenant.
Tenant must cause conduit to be run from the telephone
equipment rooms or panel boxes within the structure to
the Demised Premises, and this must be done in
accordance with the telephone company's requirements.

q) Disconnect Switches: Shall be type HD (Heavy Duty) NEMA
type, manufactured by General Electric or Landlord
approved equal, in enclosure suitable for the
application.

C-1 (5)

117

r) Motor Starters: Manual motor starters with overload
protection may be used for fractional horsepower motors.
Single phase starters shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇ Bul. 709SP
or Landlord approved equal. Three phase starters shall
be General Electric with overload relay for each phase,
▇▇▇▇▇▇ Hammer, or Square D equivalent. See Exhibits C-1
(S1), C-1 (S2) and C-1 (Y).

s) Installation of Conduit: All conduit shall be concealed
where possible.

t) Lighting Fixtures: Lighting fixtures shall bear
Underwriter's label and be of a type approved by City
Inspection authorities. Recessed fixtures installed in
furred spaces shall be connected by means of flexible
conduit and "AF" wire run to a branch circuit outlet
box which is independent of the fixture.

u) Nameplates: Equipment following shall be identified with
engraved bakelite nameplates.

1) Distribution panels

2) Lighting panels

3) Motor starters

4) Push button stations

v) Motors: Motors shall be designed to latest NEMA
standards. Motors rated 3/4 horsepower and larger shall
be 3 phase, 460 volts. Motors rated less than 3/4
horsepower shall be single phase, 120 volts.

w) Light and Convenience Outlet Above Ceiling: Tenant shall
provide a light and convenience outlet near all
mechanical equipment above fixed suspended ceilings.
Switch to light shall be located near access panel to
ceiling space and shall have continuous lighted pilot
for ease of location. Where "lift-out" ceiling
suspension systems are used, the light and convenience
outlet above the ceiling is not required.

x) Transformers: Dry type transformers shall be equal to
G.E. type Q.L. Transformers must be multi-tap so that
they may be adjusted as needed to deliver 117 volts AC
plus or minus 5%.

3. Approval of Design:

Complete plans and specifications covering the electric work,
adequate for permit and construction purposes, shall be
furnished by the Tenant for approval by Landlord before Tenant's
Work is commenced.

C. TENANT'S PLUMBING AND GASFITTING:

1. Plumbing and Drainage: Water closets, urinals, lavatories,
janitor sinks and drinking fountains shall be Landlord approved
Standard manufacture.

2. Fixtures: Fixtures shall be American Standard, Crane, Kohler:
medium quality or better.

3. Insulation: All domestic hot water piping shall be insulated the
same as chilled water piping except insulation thickness shall
be one-half inch thickness.

4. Valve Tags: All valves and controls to be tagged and a schedule
of valves turned over to Landlord.

5. Gas: Gas shall not be provided except by special prior written
approval of Landlord. Tenant shall provide and pay for this
service through the local gas

C-1 (6)

118

company facilities. See Exhibit B, Section C.A concerning
additional requirements with respect to gas service.

6. Approval of Designs: Complete Construction Drawings covering the
plumbing work, adequate for permit and construction, shall be
furnished by the Tenant for approval by Landlord before Tenant's
Work is commenced. See Exhibit C-2.

D. Fire Detection and Fire Communication:

1. Installation Responsibility: The Tenant shall install in the
Demised Premises a finished fire detection and fire
communication system which shall be connected to the Landlord's
system.

2. Approval of Designs: Complete Construction Drawings covering the
fire detection and fire communication systems adequate for
permit and construction, shall be furnished by the Tenant for
approval by Landlord before Tenant's Work is commenced. See
Exhibits C-1 (U1), C-1 (U2), C-1 (Y) and E.

E. Building Control System: The Tenant at Tenant's expense shall furnish
necessary interface devices between the tenant air handling units and
fans to allow remote control of such units from the Landlord's building
control system to ensure the proper operation of the central plant and
to comply with certain life safety code requirements. See Exhibits C-1
(SI), C-1 (S2), and C-1 (Y).

F. FLOOR PENETRATIONS, ATTACHMENTS & WATERPROOFING: All penetrations of the
structure or attachments to it shall require prior written approval by
the Landlord, and shall be sleeved and sealed as per Landlord's
Architect's specifications as shown on Exhibit C-1 (a). In rest rooms,
food preparation and dispensing areas or other areas where water on the
floor is likely, Tenant shall provide a membrane waterproofing
acceptable to the Landlord. All floor drains, cleanouts, etc. shall be
provided with flashing flanges with flashing extending out 12" minimum
in all directions from the device. Any floor penetrations shall be
properly waterproofed with the membrane system properly interconnected
to provide a watertight seal.

C-1 (7)

▇▇▇

▇▇▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇

EXHIBIT C-2

DESIGN CRITERIA FOR TENANT'S
ARCHITECTURAL STANDARDS AND TENANT'S SIGNS

Note: This Exhibit shall govern the design and installation of Tenant's
architectural finishes and Tenant's signs in the Demised Premises.

1. TENANTS ARCHITECTURAL STANDARDS

A. Store fronts of the Demised Premises shall have as much open or
glass areas as possible. Solid or opaque portions of said
Premises shall not exceed thirty (30) linear feet in any one
continuous block. All materials employed in the construction of
store fronts shall be non-combustible as defined by applicable
building codes. A distance of seven and one-half inches (7 1/2")
along the store front at each end of the store front shall be
reserved for a ▇▇▇▇ colored divider panel which Landlord shall
install at Tenant's expense. These panels provide separation
between store fronts and assure a harmonious design relationship
throughout the Mall. If the store front is recessed, the panels
shall remain at the lease line of the Mall. Within fifteen (15)
days after the execution of this Lease Tenant shall submit to
Landlord for Landlord's approval the proposed design of Tenant's
store front and the materials to be utilized.

B. Tenant ceilings shall be non-combustible concealed spline
acoustic tile suspended by adequate non-combustible suspension
systems to conform to final requirement of governing
authorities. The space above the ceiling line, which is not
occupied or allotted to Landlord's Work (structural members,
duct work, piping, etc.) may be used for the installation of
suspended ceiling, recessed lighting fixtures and duct work. All
materials above the ceiling line shall be non-combustible.
Exposed grid support systems for ceilings are not acceptable.

C. Finishing of partitions enclosing the Demised Premises must be
of noncombustible materials with a gypsum board finish or
equivalent.

D. Tenant may use only flooring approved by Landlord. No vinyl
asbestos tile will be approved.

E. All swinging entrance doors must be recessed in such a manner
that the door, when open, will not project beyond the line of
the Demised Premises.

F. Rolling or sliding metal type security grilles are not
permitted.

G. Incandescent lighting or fluorescent lighting with a grid
beneath it only in public sales areas. Plastic lenses are not
permitted.

C-2 (1)
120
II. TENANTS' SIGNS

A. Mirror Sign Band

Intentionally deleted.

B. STORE FRONT IDENTIFICATION

Tenants are encouraged to have storefront identification. The
material shall be paint or applied materials.

1) Tenant's lettering on doors or show windows may not be
illuminated. Symbols, crests or coats of arms must not
exceed 1/4" in depth and must be approved. A single line
of letters, and/or symbol, crest or coats of arms may be
applied or painted to a panel above the door entrance,
but below the bulkhead, must not exceed 1/4" in depth
and shall not exceed the width of the door entrance.

C. Tenant shall not employ paper signs to be applied to the
interior or exterior faces of the storefront.

D. Tenant shall not employ any illuminated, moving action or
audible signs.

E. All interior signs visible from outside the Demised Premises
must be Landlord approved.

F. All signs and identification drawings will be submitted and
shall require Landlord's approval.

G. The storefronts shall remain illuminated while the Mall remains
open to the public. This requires that storefront windows are
tied into time switches coordinated with the hours the Mall
remains open to the public.

III. GENERAL STORE DESIGN CRITERIA

The following includes a list of base building materials, store and
storefront criteria and signing criteria. Essentially there are three
design control elements within which Tenant's designers must operate.
These are: materials control; facade control (including the area between
the lease line and the closure/base building control line); and signage
control. These controls are explained in the drawings included in this
Exhibit C-2.

A. Base Building Materials

1) Mirrored Bulkhead: Bronze Mirror - 1/4" PPG No. 9
Bronze.

2) Divider panel: 15" wide aluminum channel painted a ▇▇▇▇
color.

3) Floor Covering: Tile pavers or carpet.

a) The Tenant shall use the mall floor covering at
the entrance to the Tenant's Demised Premises
from the lease line to the closure line.

B. Storefront

C-2 (2)
121
Solid or opaque portions of the storefront shall not exceed a
continuous 30'0" or 50% of the storefront if less than 30'0".

1) Glass - mullion-less clear plate or tempered where
required by Code. Minimum 1/2 inch thickness on
storefront tempered glass.

2) Solid color plastic laminates.

3) Paint to back of glass.

4) Wood, smooth finished with high gloss lacquer, paint or
clear lacquer.

5) Natural metals - chrome, copper, etc., or ▇▇▇▇ painted
PPG UC51649 aluminum.

6) Polished marble.

7) Clear glass and bronze mirror to match mirror sign band.

8) Mall tile pavers on Ice Rink Level and Level 1.

All other materials must be behind the closure line.

C. Partitions

1) Finishing of Partitions enclosing the Demised Premises
must be of non-combustible materials with a gypsum board
finish or equal.

D. Ceilings

1) Tenant ceilings shall be non-combustible concealed
spline acoustical tile. All other ceilings must be
approved in writing by the Landlord. Lay-in acoustical
ceilings will not be approved.

E. Doors

1) Center pivoted glass doors: 3'0" single, or 6'0" double
leaf, 8'0" high clear tempered glass. Top and bottom
▇▇▇▇▇▇ shall be clear anodized, stainless steel, or
chrome.

2) Sliding Glass Doors: Clear frameless tempered glass.

3) Butt Hinged Doors: Width - not greater than 3'0" per
leaf and not less then 2'8" height; - no greater than
8'0". Constructed in accordance with Landlord approved
design, material finish and color.

4) General:

a) Design: The following are subject to the
Landlord's approval:

1) Size

2) Material

3) Finish

4) Color

5) Panel Design

6) Lites and Sidelites

7) Hardware

C-2 (3)
122
8) Frame

9) Graphics

10) Threshold

b) Suggested Materials:

1) Tempered Glass - Clear.

2) Wood - Natural finish - painted (subject
to Landlord's approval).

3) Plastic laminates in solid colors only
(subject to Landlord's approval).

4) Metal - polished, plated or painted
(subject to Landlord's approval).

c) Location: Only center pivoted tempered glass
doors which swing into shops of occupancies less
than fifty people (as calculated by the Dallas
City Code) will be permitted at the lease line.
All others will be at or behind the base
building control line.

d) Prohibited Doors: Rolling or sliding metal
security type grilles are prohibited.

F. Divider Panel

The Tenant's storefront(s) shall be separated by a 15" wide
aluminum divider panel painted ▇▇▇▇ installed by Landlord at
Tenant's expense. Each tenant will pay for half of the cost of
the panel on either side of Tenant's premises.

TV. TENANT SUBMISSION REQUIREMENTS

A. In any deviation between criteria drawings and the working
drawings of the Landlord's shopping center architect, the latter
will have precedence. Landlord shall have the right to review
and approve all Tenant improvements.

B. After receiving an executed lease and the Construction
Information Packet and prior to starting construction, Tenant
shall provide Preliminary Drawings, then complete Construction
Drawings for the construction of the Demised Premises for
Landlord's written approval. All submissions must include six
(6) sets of prints, plus one (1) set of reproducibles.

C. Preliminary Design Drawings to be submitted within fifteen (15)
days after the execution of the Lease, and shall contain the
following:

1) Floor Plan - scale 1/4" = 1'0",

2) Storefront elevation - 1/2" = 1'0"

3) Reflected ceiling plan - 1/4" = 1'0" (Include ceiling
materials, height and light fixtures)

4) Electrical requirements with voltage and wattage.

5) Rear service door location and size (if Tenant adjoins a
service corridor-single or double). The rear door's
secondary use is that of an exit and the

C-2 (4)
123
door must swing towards the service corridor. Door can
be on surface of corridor as long as door does not
project into the corridor more than 1/2 the width of the
corridor.

6) Preliminary design and location of the Tenant's sign -
Scale 1/2" = 1'0".

D. Preliminary MEP Drawing to be submitted within thirty (30) days
after the execution of the Lease and shall contain the
following:

1) Any requirements for plumbing with dimensioned
locations.

2) Any requirements for combustion venting, exhaust
venting, outside air, grease traps, etc.

3) Samples of proposed storefront materials, colors and
finishes.

4) All revisions to previous submissions for written
approval by Landlord.

5) Interior layouts and elevations.

6) Drawings must indicate weight of heavy equipment such as
safes, refrigeration equipment, cases, etc., as well as
masonry facing materials.

7) Electrical drawings, complete, to include riser diagram,
fixture schedule, total connected load and load
analysis.

8) Plumbing drawing, complete, to include fixture schedule,
waste riser diagram and specifications.

9) HVAC drawings and specifications including total design
load calculations.

10) Fire protection drawings and specifications.

11) Fire detection and fire communication drawings and
specifications.

E. Construction Drawings

Construction Drawings should be developed after the Landlord has
approved Tenant's Preliminary Design and MEP Drawings. Tenant
shall submit Construction Drawings for Landlord's approval
within fifteen (15) days after Landlord approves Tenant's
Preliminary Design and MEP Drawings.

1) Contents

a) Drawings: Complete for construction with job name, date,
Tenant's name, architect's name, sheet number, title or
drawing description and the designation "Galleria".

1) Plot Plan

2) Plan(s) - 1/4" = 1'0"

3) Reflected ceiling plan(s) - 1/4" = 1'0"

4) Interior elevations - 1/4' = 1'0"

5) Details of partitions, millwork, etc.

6) Store front elevation - 1/2" = 1'0"

7) Store front details - 3" = l'0"

8) Finish schedules

C-2 (5)
124
9) Electrical

10) Plumbing

11) Sign detail

12) HVAC

13) Fire protection

14) Fire detection and fire communication

b) Specifications

2) All under-floor services and openings through floor must be
indicated and dimensioned on drawings recognizing and avoiding
structural beams, tee stems, and any other obstructions which
may be base building construction or the construction of a
Tenant space on another level.

C-2 (6)

125
GALLERIA

STOREFRONT CRITERIA

EXHIBIT C-2
126
GALLERIA

STOREFRONT CRITERIA

EXHIBIT ▇-▇
▇▇▇
▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ CONSTRUCTION

EXHIBIT C-2
128
GALLERIA

STOREFRONT EXAMPLES

EXHIBIT C-2
129
GALLERIA

STOREFRONT EXAMPLES

EXHIBIT C-2
130
GALLERIA

STOREFRONT EXAMPLES

EXHIBIT C-2
131
GALLERIA

STOREFRONT EXAMPLES

EXHIBIT C-2
132
GALLERIA

STOREFRONT DETAILS

EXHIBIT C-2
133
GALLERIA

STOREFRONT THRESHOLD DETAILS

EXHIBIT C-2
134
GALLERIA

STOREFRONT THRESHOLD DETAILS

EXHIBIT C-2
135
GALLERIA

DIAGRAM OF VERTICAL CLEARANCES

EXHIBIT C-2
136
GALLERIA

SIGNAGE CRITERIA

EXHIBIT C-2
137
GALLERIA

SIGNAGE CRITERIA

EXHIBIT C-2
138
GALLERIA

SIGNAGE CRITERIA

EXHIBIT C-2
139
EXHIBIT D

CENTRAL HEATING AND COOLING RATE SCHEDULE

FOR DEMISED PREMISES

Landlord agrees to construct, operate and maintain a central heating and
cooling plant "Central Plant", and a common heating and cooling service
distribution system, to heat, ventilate and cool the Demised Premises.

Tenant shall install at Tenant's expense, an individual tenant HVAC
system sufficient for tenant occupancy with toilet exhaust and outside air
make-up systems as may be required.

Additionally, Landlord reserves the right to require such extra-ordinary
exhaust and outside air systems, constructed at Tenant's expense, to be
constructed as an integral portion of "Common" exhaust and outside air systems
-- the purpose of which is to group similar systems within areas to provide the
tenants with such cost and space benefits as may accrue to common systems.

Tenant shall pay for such service, as additional rent for each calendar
year during the term hereof, A "Heating and Cooling Service Charge" equal to the
Base Unit Charge (hereinafter defined) for such year multiplied by Tenant's
consumption for such year. The Heating and Cooling Service Charge shall be
payable in monthly installments on the first day of each month during the term.
Said monthly installments shall be based on Landlord's estimate of the Base Unit
Charge for such year multiplied by Tenant's consumption for the period of
consumption covered by such installment, as set forth in statements or ▇▇▇▇▇▇▇▇
therefor submitted to Tenant by Landlord.

"Tenant's Consumption" as used herein, means HVAC energy consumption in
ton-hours with respect to the period in question, as determined by either of the
following two methods as selected by Landlord at its sole option: (i) by use of
flow and temperature valves metered automatically and continuously on Tenant's
chill water line serving the Demised Premises; or, (ii) as estimated by an
independent engineering company (the "Consultant") selected by Landlord, using
accepted engineering principles. If Landlord elects to use a Consultant to
estimate Tenant's Consumption, then Tenant agrees to make the Demised Premises
available to the Consultant from time to time during Tenant's normal business
hours to permit the Consultant to make an HVAC survey of the Demised Premises.
Tenant further agrees to supply Landlord within fifteen (15) days after written
request therefor, additional information, as Consultant reasonably deems
necessary to estimate Tenant's Consumption, including Tenant's days and hours of
operation and specifications of heat producing equipment. The Consultant's
estimate of Tenant's Consumption shall be binding upon Landlord and Tenant.

Estimates of the Base Unit Charge with respect to each calendar year
during the term hereof shall be provided by Landlord to Tenant as more fully set
forth in Section B of this Exhibit. Following the conclusion of each calendar
year, adjustments shall be made between Landlord and Tenant, with respect to the
Heating and Cooling Service Charge for such year, as set forth in Section B
below, on the basis of the actual Base Unit Charge for such year.

A. BASE UNIT CHARGE

The Base Unit Charge is estimated to be $.2749 per ton-hour of
consumption. For this charge Tenant shall be provided with:

1. Hot and chilled water to the design criteria detailed in Exhibit
C-1

2. "Maintenance Services", which shall consist of the following:

D(1)
140

a. Landlord agrees to maintain the Tenant's Cooling,
Heating and Ventilating equipment in Tenant's space, as
defined below, in good working order as follows:

1. Air Handling Units

a. Periodically lubricate motor and fan
shaft bearings.

b. Replace defective motors, sheaves,
bearings, V-belts and shafts as these
items become defective through normal
wear and tear.

c. Replace the air filters and furnish new
materials as needed.

2. Temperature Controls

a. Adjust, inspect and repair temperature
control equipment, including
thermostats, automatic control valves,
and automatic damper motors.

b. Furnish and install new control devices
if such equipment cannot be adjusted or
repaired.

3. Ventilating Fans

a. Periodically lubricate motor and fan
shaft bearings.

b. Replace defective motors, sheaves,
bearings, V-belts and shafts as these
items become defective through normal
wear and tear.

4. Electric Motor Starters, Contractors and Relays

b. Where Tenant's design criteria requires special duty or
grease filters, Tenant shall furnish, maintain, clean
and/or replace as needed any special duty or grease
filters at the expense of Tenant. If in Landlord's
opinion, grease filters are not maintained and cleaned
adequately by Tenant, then Landlord shall have the right
to perform needed maintenance and cleaning at the
expense of Tenant.

c. Tenant shall be responsible to maintain the ductwork in
the Demised Premises at Tenant's expense.

d. Definition of "Maintain" shall be construed to mean
furnishing of parts, materials, labor supervision, and
tools to accomplish the preventative measures and to
effect the repairs set out above, but not to include
damage caused by Tenant in which the Tenant shall
reimburse Landlord for the cost of repairing such
damage.

3. The "Base Unit Charge" has three components as follows:

a. "Basic Costs" equal to $.1331 per ton-hour. Basic Costs
cover operating expenses of the Central Plant as
hereinafter defined in greater detail.

b. "Maintenance Services Expenses" (hereinafter defined)
equal to $.0105 per ton-hour.

c. Amortization of capital costs equal to (and hereby
conclusively deemed to be) $.1313 per ton-hour. This
component is for amortization of the retail

D(2)
141

mall's proportionate share of the capital costs of
building the Central Plant. Also included in this
component is a 2%/year reserve for replacement of
capital equipment and a 10%/year administrative fee.

B. BASE UNIT CHARGE ADJUSTMENT

The Base Unit Charge adjustment shall be calculated in accordance with
the following:

1. Tenant's Base Unit Charge includes two components which may
escalate. These two components are Basic Costs amounting to
$.1331 per ton-hour and Maintenance Services Expenses amounting
to $.0105 per ton-hour. These amounts are estimates of Basic
Costs and Maintenance Services Expenses as if the Central Plant
and Tenant's Cooling, Heating and Ventilating equipment were in
operation in 1981.

2. Prior to Tenant's occupancy of the Demised Premises, Landlord
will provide an updated estimate of Basic Costs and Maintenance
Services Expenses for the year in which occupancy occurs. If
this estimate exceeds $.1331 per ton-hour for Basic Costs or
$.0105 per ton-hour for Maintenance Services Expenses, then
Tenant's Base Unit Charge shall be adjusted upward by the amount
of this excess.

3. Prior to the commencement of each calendar year of Tenant's
occupancy, Landlord shall provide to Tenant an estimate of the
Base Unit Charge (based on estimates of Basic Costs and
Maintenance Services Expenses) for said calendar year.

4. Within 90 days or as soon thereafter as possible following the
conclusion of each calendar year of the lease term, Landlord
shall furnish to Tenant a statement of the actual Heating and
Cooling Service Charge for such calendar year (based on the
actual Base Unit Charge, for said calendar year.) Such statement
may be audited at request of Tenant at Tenant's expense. A lump
sum payment will be made from Landlord to Tenant or from Tenant
to Landlord, as appropriate, promptly after the delivery of such
statement equal to the difference in actual Basic Costs and
Maintenance Services Expenses and estimated Basic Costs and
Maintenance Services Expenses multiplied by Tenant's actual
metered consumption for the just completed year. The effect of
this reconciliation payment is that Tenant will pay or receive
annually over the lease term its share of the charges adjusted
from the original estimate of $.1331 per ton/hour for Basic
Costs and $.0105 per ton-hour for Maintenance Service Expenses.
Notwithstanding the adjusting procedure described above, in no
event shall charges for Basic Costs be less than $.1331 per
ton-hour and charges for Maintenance Services Expenses be less
than $.0105 per ton-hour.

5. An example of the adjustment described in Section B.4 is as
follows:

Assume the time is early 1982. Tenant's estimated Base Unit
Charge for 1981 is $.2749 per ton-hour, which includes $.1331
per ton-hour for Basic Costs and $.0105 per ton-hour for
Maintenance Services Expenses. Tenant's metered consumption for
1981 is 15,459 ton-hours. Landlord provides a statement to
Tenant within the first 90 days of 1982 stating that the actual
Base Unit Charge if $.2801 per ton-hour. The reconciliation
payment would be a payment from Tenant to Landlord of $80.39
calculated as follows: ($.2801/ton-hour - $.2749/ton-hour) x
15,459 ton-hours = $80.39

6. If it should become necessary to convert the units of energy,
production in BTU's shall be converted to ton-hours by dividing
by 12,000 BTU's per ton-hour.

D(3)

142
C. BASIC COSTS DEFINED

"Basic Costs", as said term is used herein, shall be a dollar amount per
ton-hour, determined by dividing the total operating expenses for the
Central Plant by the total cooling ton-hours produced by the Central
Plant, computed as of the last day of each calendar year during the
term.

Operating expenses of the Central Plant shall be computed on the accrual
basis and shall include all expenditures by Landlord to maintain and
operate facilities of the Central Plant in operation from the beginning
of the lease term and such additional facilities in subsequent years as
may be determined by Landlord to be necessary. Replacement of capital
equipment is provided for in the 2%/year reserve referred to in Section
A.3.c of this Exhibit and is not a Basic Cost. All operating expenses
shall be determined in accordance with generally accepted accounting
principles which shall be consistently applied. The term "operating
expenses" as used herein shall mean all expenses, costs and
disbursements (but not replacement of capital investment items nor
specific costs especially billed to and paid by specific tenants) of
every kind and nature which Landlord shall pay or become obligated to
pay because of or in connection with the ownership and operation of the
Central Plant, including but not limited to, the following:

1. Wages, salaries and all related expenses and benefits, of all
employees engaged in operation and maintenance of the Central
Plant. All taxes, insurance and benefits relating to employees
providing these services shall be included.

2. Cost of all supplies and materials and equipment rented or used
in operation and maintenance of the Central Plant.

3. Cost of all utilities for the Central Plant including the cost
of water and power, heating, lighting, air conditioning and
ventilating for the Central Plant.

4. Management costs and the cost of all maintenance and service
agreements for the Central Plant and the equipment therein
including, but not limited to alarm service and security
service.

5. Cost of all insurance relating to the Central Plant, including,
but not limited to the cost of fire, rental abatement, casualty
and liability insurance applicable to the Central Plant and
Landlord's personal property used in connection therewith.

6. All taxes and assessments and governmental charges whether
federal, state, county or municipal, and whether they be by
taxing districts or authorities presently taxing the Central
Plant or by others subsequently created or otherwise, and any
other taxes and assessments attributable to the Central Plant or
its operation.

7. Cost of repairs and general maintenance of the Central Plant
(excluding repairs and general maintenance paid by proceeds of
insurance or by Tenant or other third parties, and alterations
attributable solely to tenants of the building other than
Tenant).

8. Amortization of the cost of installation of capital investment
items which are primarily for the purpose of reducing operating
costs or which may be required by governmental authority. All
such costs shall be amortized over the reasonable life of the
capital investment items by including in Basic Costs annually
the applicable amortization schedule being determined in
accordance with generally accepted accounting principles and in
no event to extend beyond the reasonable life of the Mall
Building.

9. Landlord's central accounting costs applicable to the Central
Plant.

D(4)
143
10. Any allocation of expenditures for service or operation of the
Complex attributable to the Central Plant, determined in
accordance with generally accepted accounting principles.

As used herein, the term "Complex" shall mean the Central Plant
and other parts of a larger development bounded by Dallas
Parkway, Alpha Road, ▇▇▇▇ Road, and LBJ Freeway which from time
to time are subject to reciprocal easement arrangements for
common use of certain areas as an integrated mixed-use Complex.

D. MAINTENANCE SERVICES EXPENSES DEFINED

"Maintenance Services Expenses", as said term is used herein, shall be a
dollar amount per ton-hour, determined by dividing all operating
expenses associated with performance of the Maintenance Services defined
in Section A-2 of this Exhibit by the total cooling ton-hours consumed
by the Mall tenants and the Mall common area computed as of the last day
of each calendar year during the term of this lease.

All operating expenses associated with the performance of the
Maintenance Services defined in Section A-2 shall be determined in
accordance with generally accepted accounting principles which shall be
consistently applied. The term "operating expenses" as used herein shall
mean expenses, costs and disbursement (but not replacement of capital
investment items nor specific costs especially billed to and paid by
specific tenants) of every kind and nature which Landlord shall pay or
become obligated to pay because of or in connection with the performance
of Maintenance Services, including but not limited to, the following:

1. Wages, salaries and all related expenses and benefits, of all
employees engaged in performing Maintenance Services. All taxes,
insurance and benefits relating to employees providing these
services shall be included.

2. Cost of all supplies and materials and equipment rented or used
in performing Maintenance Services.

3. Management costs and the cost of all maintenance and service
agreements engaged in the performance of Maintenance Services
and the equipment therein.

4. Cost of repairs and general maintenance as called for under the
definition of Maintenance Services.

E. HOURS OF OPERATION

The normal operating hours during which Landlord agrees to operate the
Central Plant to heat, ventilate, and cool the Demised Premises to the
design criteria detailed in Exhibit C-1 are as follows:

Monday-Saturday 7:00 a.m. - 12:00 midnight
Sunday 11:00 a.m. - 12:00 midnight

Tenant shall have the right to request the Central Plant to heat,
ventilate and cool the Demised Premises from 12:00 midnight until 2:00
a.m. each day for an hourly charge equal to Thirty-Five and No/100
Dollars ($35.00).

D(5)

144

[LANDLORD/TENANT ELECTRICAL WORK DIAGRAM]

EXHIBIT E

145

EXHIBIT F

FINANCING STATEMENT
(Real Property Records)

Intentionally deleted.

E(1)

146

EXHIBIT S
SATELLITE DISH AGREEMENT

LICENSE AGREEMENT

This License Agreement (this "License") is entered into and
effective this __________ day of _______________, 1998, (the "Effective
Date") by and between Dallas Galleria Limited, a Texas limited partnership
(hereinafter referred to as "Licensor") acting through ▇▇▇▇▇ Interests Limited
Partnership, its agent, and LBE TECHNOLOGIES, INC., a corporation duly organized
and existing according to the laws of the State of California (hereinafter
referred to as "Licensee").

WHEREAS Licensor is the owner of an enclosed shopping mall known
as the Dallas Galleria (the "Mall") located in the City of Dallas, Dallas
County, Texas on the land described in Exhibit "A" attached hereto: and

WHEREAS Licensee desires to install a satellite dish on the roof
of the Mall with the wiring thereto and Licensor agrees to permit Licensee to
install a satellite dish on the roof of the Mall with the wiring thereto under
the terms and conditions contained herein.

NOW THEREFORE, for and in consideration of ten dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Licensor and Licensee hereby agree as follows:

1. By this License, Licensor hereby grants to Licensee the right to install
and maintain at Licensee's sole cost and expense one satellite dish not
to exceed seventy-two inches (72 inches) in diameter (the "Satellite
Dish") at a location approved in writing by Licensor on the roof of the
Mall building, subject to the terms and conditions contained herein.

2. The term of this License shall be month-to-month. Either Licensor or
Licensee shall have the right to terminate this License, with or without
cause, upon thirty (30) days prior written notice to the other party.

3. Throughout the term of this License, Licensee shall pay to Licensor
monthly in advance, without prior notice or demand, a License Fee of One
Hundred Twenty-Five and No/100 Dollars ($125.00) per month and
proportionately for any partial first or last month.

4. Installation of the wiring to the Satellite Dish will be on the roof of
the Mall building in an area approved by Licensor. Licensee and its
contractor shall make no roof penetrations, but the wiring shall be run
at the inside of the parapet wall to a location near the Satellite Dish
in a manner approved by Licensor. From the parapet wall to the Satellite
Dish any fastening to the roof shall be done by Licensor's roofing
contractor at Licensee's expense.

5. Licensee shall install and maintain the wiring to the Satellite Dish at
Licensee's expense, and at the expiration or termination of the term of
this License, Licensee shall remove all wiring from the Demised Premises
to the

A(a) (1 of 3)
147

Satellite Dish, all at the Licensee's sole cost and expense. If Licensee
fails to remove such wiring within thirty (30) days after the expiration
or termination of this License, then Licensor shall have the right to
remove such wiring at Licensee's expense, plus an administrative fee
equal to fifteen percent (15%) of the costs of removal.

6. Prior to the installation of the Satellite Dish, Licensee shall obtain,
at Licensee's sole cost and expense, all legal and regulatory permits
and licenses, whether Federal, State or Local, necessary for the
construction, maintenance and use of the Satellite Dish.

7. Licensee agrees to install and operate the Satellite Dish in a manner
which does not cause interference with existing satellite installations,
or the transmissions therefrom or the receipt of transmissions thereto.
Licensee shall be responsible to verify prior to installation that its
Satellite Dish does not interfere with other satellite dishes installed
on the roof of the Mall building.

8. Licensor shall have no liability for interference caused by
transmissions to or from other satellite dishes affecting receipt of
transmissions by Licensee.

9. Licensee shall hold Licensor harmless and indemnify Licensor from any
and all claims or proceedings brought thereon, and the defense thereof,
on the part of Licensee, Licensee's agents or employees or third parties
of whatever nature (i) arising from any act, omission or negligence of
Licensee or Licensee's contractors, agents, servants or employees, or
(ii) arising from any accident, injury or damage whatsoever caused to
any person, or any damage to the party of any person, including that of
Licensee or Licensee's agents or employees, occurring during term hereof
or from the installation or maintenance of the wiring, whether due
solely or in part to negligence of Licensor, its officers, employees or
agents. Notwithstanding anything to the contrary contained herein, there
is expressly excluded from the above indemnity, any claims resulting
from the intentional torts or gross negligence of Licensor, its
officers, employees or agents. This indemnity and hold harmless
agreement shall include indemnity against all costs, expenses and
liabilities incurred in or in connection with any such claim or
proceeding brought thereon, and in the defense thereof. Throughout the
term of this License, Licensee shall continuously maintain general
liability insurance under which Licensor and Licensee are named as
insureds with contractual liability endorsements covering the indemnity
contained herein and with limits of at lease one million and no/100
dollars ($1,000,000.00) combined single limit coverage for personal
injury and property damage in any one occurrence. Each such policy shall
provide that it is primary over any insurance carried by Licensor.

10. If during the term of the License, Licensor installs a common satellite
system for the Mall (and which may include other buildings), then this
License shall terminate upon thirty (30) days written notice from
Licensor to Licensee, after which Licensee may, at its option, connect
with such common satellite dish at its cost and receive transmissions
through such common satellite system at the rates then charged by
Licensor under the rules and regulations established by Licensor.

A(a) (2 of 3)
148

This License is hereby executed and delivered in multiple
counterparts, each of which shall have the force and effect of an original,
effective as of the date first written hereinabove.

DALLAS GALLERIA LIMITED

By: ▇▇▇▇▇ Interests Limited Partnership
Authorized Agent

By:
-------------------------------------
LICENSOR

LBE TECHNOLOGIES, INC.

d/b/a Nascar Silicon Motor Speedway

By:
-------------------------------------

-------------------------------------
Name Printed Title

LICENSEE

A(a) (3 of 3)
149
VIA AIRBORNE EXPRESS

August 11, 1998

Ms. ▇▇▇▇▇ ▇▇▇▇▇
Silicon Entertainment, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇

RE: First Amendment of Lease
Hines Tenant: Silicon Entertainment, Inc.
d/b/a Nascar Silicon Motor Speedway
Landlord: Dallas Galleria Limited
Location: Dallas Galleria

Dear ▇▇. ▇▇▇▇▇:

Enclosed please find one (1) fully executed original(s) of the
above referenced document(s) for your files.

If you have any further questions, please let me know.

Sincerely,

/s/ ▇▇▇▇▇ ▇▇▇▇▇/kae
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇
Legal Assistant to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Retail Development Group

/kae

cc: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Safe Deposit
Invoice File

150

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (The "License"), is entered into this 20th day of
July, 1998, by and between SILICON ENTERTAINMENT, INC., a corporation duly
organized and existing according to the laws of the State of California (the
"Licensor") and DALLAS GALLERIA LIMITED, a Texas limited partnership (the
"Licensee") d/b/a Nascar Silicon Motor Speedway.

WITNESSETH:

IN CONSIDERATION of the payments provided for herein, and the covenants
and conditions hereinafter set forth, Licensor and Licensee hereby covenant and
agree as follows:

1. PREMISES AND TERM.

Licensor hereby grants to Licensee the revocable license and right to
operate a temporary exhibit in the Common Area on level 3 of the Shopping
Center (as defined below) shown as "Exhibit Area" on Exhibit "A" attached hereto
(the "Premises"), within the Dallas Galleria Shopping Center (the "Shopping
Center") located in Dallas, Dallas County, Texas, commencing on September 1,
1998 and continuing on a month-to-month basis (the "term"), subject to
Licensor's right to terminate on thirty (30) days prior written notice as
contained hereinbelow.

2. CONDITION OF PREMISES.

Licensee hereby acknowledges and agrees that Licensee has inspected the
Premises and found them to be suitable for Licensee's permitted use as set forth
in Section 3, and Licensee further agrees that Licensee is accepting the
Premises in an "AS-IS" condition without any representations or warranties
(expressed or implied) of any kind whatsoever, including, without limitation,
fitness for a particular purpose, tenantability or habitability, and without
recourse to Licensor.

3. USE.

Licensee shall operate its business in the Premises solely for the
display of a platform based full-size NASCAR racing vehicle and sign as shown on
Exhibit "S" attached hereto (collectively, the "Installation"). Licensee hereby
agrees that the Premises shall be used for no other purpose or purposes
whatsoever.

4. LICENSE FEE AND ADDITIONAL LICENSE FEE.

Intentionally deleted.

1
151
5. HVAC AND UTILITIES.

In the event Licensee requires the use of electricity, water, sewer or
gas (the "Utilities") for the Premises, Licensee shall cause the Utilities to be
metered in the name of Licensee and shall pay the Utility bills for the Premises
directly to the company providing any such Utilities. In the event that Licensor
elects to provide any of the Utilities to the Premises, Licensee shall reimburse
Licensor for the cost of providing any such Utilities, which reimbursement shall
be due within five (5) days after Licensee's receipt of demand, invoice or
statement therefor from Licensor.

6. MAINTENANCE AND REPAIR OF PREMISES.

Licensee shall, at its sole costs and expense, keep and maintain the
Premises and the Installation in "like new" condition as determined by
Landlord's sole judgment. Licensor hereby reserves and retains the right to
enter the Premises at any time to fulfill its repair and maintenance obligations
to the common areas and other premises. Licensor shall use reasonable efforts to
minimize interference with Licensee's permitted business operations in the
Premises.

7. ALTERATIONS, IMPROVEMENTS AND ADDITIONS.

Other than the Installation described on Exhibit "S" attached hereto,
Licensee shall not make any alterations, improvements or additions (including,
without limitation, the installation of any fixtures) to the Premises without,
in each instance, first obtaining the prior written consent of Licensor.
Licensee hereby agrees that any alterations, improvements or additions
(including, without limitation, the installation of any fixtures) to the
Premises shall be (i) completed in a good and ▇▇▇▇▇▇▇ like manner, (ii)
performed and completed by a contractor approved by Landlord so as not to create
a lien against the Premises, the building of which the Premises are a part, or
the Shopping Center, (iii) performed and completed pursuant to Licensor's then
current rules, regulations, specifications and design criteria (including,
without limitation, the submission of plans and specifications), (iv) the
property of Licensor upon the completion thereof, (v) performed and completed in
such a manner as not to interfere with or cause a nuisance to Licensor's
operation of the Shopping Center, the use of the common areas of the Shopping
Center or the other occupants of the Shopping Center, (vi) performed and
completed in compliance with all applicable laws, ordinances, rules and
regulations of any governmental authority leaving jurisdiction thereover and
(vii) performed after Shopping Center business hours unless otherwise approved
in writing by Licensor.

8. SECURITY DEPOSIT.

Licensee shall deposit with Licensor, upon Licensee's execution of this
License, a deposit of [***] as security for Licensee's performance hereunder.
Licensor shall return to Licensee such security deposit within thirty (30) days
after the expiration or termination of this

*** Confidential treatment requested.

2
152
14. EXTENSION OF TERM, LICENSOR'S RIGHT TO TERMINATE AND SURRENDER OF PREMISES.

Licensor hereby reserves and retains, during the term of this License, the
right to terminate this License, with or without cause, upon thirty (30) days
prior written notice to Licensee, provided, however, that Licensor may not
revoke the license granted hereunder with respect to the sign described on
Exhibit "S" except upon a default by Licensee or the early termination or
expiration of the term of Licensee's lease of retail space within the Shopping
Center.

Licensee hereby agrees upon the expiration or termination of this License
to (i) vacate the Premises and re-deliver the Premises to Licensor in good
order, condition and repair (ordinary wear and tear excepted), (ii) leave all
improvements which are in place at the time Licensor delivers possession of the
Premises to Licensee, and (iii) leave all alterations, improvements, additions
and fixtures which may be made or installed by either Licensor or Licensee upon
the Premises and which in any manner are attached to the Premises (including,
without limitation, being cemented, glued, nailed, bolted or otherwise affixed
to the floor, walls, storefront, or ceiling of the Premises).

15. HOLDOVER.

In the event of any unauthorized holding over, Licensee shall indemnify and
hold harmless Licensor against any and all claims for damages by any other
licensee or tenant to whom Licensor may have leased the Premises for any date
commencing after the termination date of this License, unless licensee is
granted the right, in writing and signed by the Licensor, to hold over beyond
the termination date.

16. EVENTS OF DEFAULT AND REMEDIES OF LICENSOR.

In the event that Licensee fails to comply with, perform or fulfill any of
the terms, conditions or obligations herein which are to be complied with, or
performed or fulfilled by Licensee ("Event of Default"), Licensor lawfully may,
immediately or at any time thereafter, without further demand or notice, elect
either to (i) receive as liquidated damages, in addition to all rentals and
other charges provided for in this License, the sum of One Hundred Dollars
($100.00) per day that Licensee fails to cure any such Event of Default, or (ii)
terminate this License upon five (5) days notice to Licensee, or (iii) pursue
any other remedies available to Licensor at law or in equity. The failure of
Licensor to complain of any action or non-action on the part of Licensee, no
matter how long the same may continue, shall never be deemed to be a waiver by
Licensor of its rights under this License. Further, it is covenanted and agreed
that no waiver at any time of any of the other provisions of this License by
Licensor shall be construed as either a waiver of any of the other provisions of
this License or a waiver of at any subsequent time of the same provisions. If on
account of a default or breach by Licensee of any term,

5
153
provision, condition or obligation under this License, it shall be necessary for
Licensor to employ an attorney to enforce or defend any of Licensor's rights or
remedies hereunder or to evict Licensee, then Licensee shall pay to Licensor any
reasonable amounts incurred by Licensor as attorney's fees.

17. RELOCATION.

In the event the Licensor requires the use of the Premises for any
special event, Licensor shall have the right, upon ten (10) days notice to
Licensee, to temporarily relocate the Premises to another location on level 3 of
the Shopping Center. Such relocation shall be at Licensee's sole cost and
expense. Licensor shall have the right to relocate the sign to another location
on level 3 of the Shopping Center at any time during the term of this License
which relocation shall be at Licensee's sole cost and expense.

18. ADDITIONAL COVENANTS OF LICENSEE.

Licensee shall at all times keep and maintain the Premises and
Installation in a safe and clean manner.

Licensee shall not permit any rubbish or refuse emanating from the
Premises to accumulate in the common areas of the Shopping Center and shall be
responsible for a neat and clean appearance of the Premises.

Unless otherwise specifically permitted herein, Licensee shall not
permit consumption of food or beverages as a part of the conduct of business in
the Premises.

Licensee shall provide Licensor with both a local emergency telephone
number and address and permanent forwarding address. All notices in connection
with this License shall be given by Certified U.S. Mail, return receipt
requested or, in the case of notices from Licensor, personally delivered to the
Premises with written confirmation of receipt.

Licensee shall be responsible at all times for the security of the
Premises.

Licensee shall at all times abide by the rules and regulations
established by Licensor (and/or the Shopping Center Manager) from time to time,
with respect to the common areas, parking facilities, employee parking and
Shopping Center.

Except as shown on Exhibit "S", Licensee shall not, without Licensor's
prior written approval, erect or install any signs, window or door lettering
placards, or advertising media of any type which can be viewed from the exterior
of the Premises, or erect or install any of the foregoing which are suspended
from the ceiling of the Premises.

Licensee shall not use any neon, flashing or rotating lights or signs at
the Premises.

Licensee shall not conduct solicitation of any kind from the Premises
without the Licensor's prior written approval.

154
Licensee shall not interrupt or disturb customers or patrons in the
Common Area.

18. MISCELLANEOUS PROVISIONS.

This License shall be governed exclusively by the provisions hereof and
by the laws of the State of Texas, as the same may exist from time to time,
without regard to any theory or principal of the conflict of laws, and venue
shall be in ▇▇▇▇▇▇ County, Texas.

If any term or provision of this License or the application thereof to
any person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this License (including the application of such term or provision
to persons or circumstances other than those as to which it is held invalid or
unenforceable) shall not be affected thereby, and each term and provision of
this License shall be valid and be enforced to the fullest extent permitted by
law.

The submission of this document for examination and negotiation does not
constitute an offer to lease, a reservation of, or an option for the Premises,
and this document shall become effective and binding only upon the execution and
delivery hereof by both Licensor and Licensee. All negotiations, considerations,
representations, inducements, oral agreements and understandings between
Licensor and Licensee are merged and incorporated herein and this License may be
amended, modified or altered only by written agreement signed by both Licensor
and Licensee. This License constitutes the only agreement between the parties
hereto, and there are no other representations or warranties between the
parties. No employee or agent of Licensor shall have the right or authority to
amend, modify or alter any of the provisions of this License.

155
IN WITNESS WHEREOF, Licensor and Licensee have caused this License to be
executed as of the date set forth above.

LICENSEE: SILICON ENTERTAINMENT, INC.
d/b/a Nascar Silicon Motor Speedway

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ - Vice President Real Estate

Licensee's Permanent Address:
LBE Technologies, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

LICENSOR: DALLAS GALLERIA LIMITED,
A Texas Limited Partnership

By: HDG, Limited
A Texas Limited Partnership
General Partner

By: Hines Consolidated Investments, Inc.
A Delaware Corporation
General Partner

By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President

8
156
GALLERIA

SITE LAYOUT - LEVEL 3

EXHIBIT A
157
SHOW CAR
PLAN VIEW
DALLAS GALLERIA

158
SHOW CAR
SIDE ELEVATION
DALLAS GALLERIA

BETWEEN DALLAS GALLERIA LIMITED, AS "LANDLORD" AND LBE TECHNOLOGIES, INC., AS "TENANT" d/b/a NASCAR SILICON MOTOR SPEEDWAY

Document Metadata

Document Metadata

Table of Contents