UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Pre-Effective Amendment No. 4

REGISTRATION STATEMENT

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Build-A-Bear Workshop, Inc.

Delaware		5945		43-1883836
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1954 Innerbelt Business Center Drive

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Maxine Clark

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Copies to:

James H. Erlinger III, Esq. R. Randall Wang, Esq. Bryan Cave LLP One Metropolitan Square 211 North Broadway, Suite 3600 St. Louis, Missouri 63102-2750 (314) 259-2000 (314) 259-2020 (fax)		Rohan S. Weerasinghe, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000 (212) 848-7179 (fax)

      Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement.

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

      This Pre-Effective Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-118142) is being filed to include two revised exhibits, one of which we have requested confidential treatment for from the Securities and Exchange Commission. This Pre-Effective Amendment No. 4 does not modify any provision of the Prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, such Prospectus has not been included herein.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.	Other Expenses of Issuance and Distribution

      The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Build-A-Bear in connection with the sale of the common stock being registered hereby, other than underwriting commissions and discounts. All amounts are estimates except the SEC registration fee, the NASD filing fee and the New York Stock Exchange listing fee.

Registration fee			$	15,837.50
NASD filing fee				13,000.00
NYSE listing fee*
Blue Sky fees and expenses*
Printing and engraving expenses*
Legal fees and expenses*
Accounting fees and expenses*
Transfer agent and registrar fees*
Miscellaneous*
	Total*		$

      We intend to pay all expenses of registration, issuance and distribution.

      * To be supplied by amendment

Item 14.	Indemnification of Directors and Officers

      Our certificate of incorporation provides that our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for: (i) any breach of the director’s duty of loyalty to us or our stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) liability for payments of dividends or stock purchases or redemptions in violation of Section 174 of the Delaware General Corporation Law; or (iv) any transaction from which the director derived an improper personal benefit. In addition, our certificate of incorporation provides that we will, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits us to provide broader indemnification rights than such law permitted us to provide prior to such amendment), indemnify and hold harmless any person who was or is a party, or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was our director or officer, or is or was serving at our request as a director, officer, employee or agent of another corporation, or as our representative in a partnership, joint venture, trust or other entity, (an “indemnitee”) against expenses, liabilities, and losses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith. We have also entered into

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      The right to indemnification set forth above includes the right for us to pay the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to us of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is not further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this section or otherwise. The rights to indemnification and to the advancement of expenses conferred herewith are contract rights and continue as to an indemnitee who has ceased to be a director, officer, employee or agent and inures to the benefit of the indemnitee’s heirs, executors, and administrators.

      The Delaware General Corporation Law provides that indemnification is permissible only when the director, officer, employee, or agent acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The Delaware General Corporation Law also precludes indemnification in respect of any claim, issue, or matter as to which an officer, director, employee, or agent shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine that, despite such adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

      The selling stockholders and we have agreed to indemnify the underwriters and their controlling persons, and the underwriters have agreed to indemnify the selling stockholders, us and our controlling persons, against certain liabilities, including liabilities under the Securities Act. Reference is made to the Underwriting Agreement filed as part of the exhibits hereto.

      See Item 17 for our undertaking to submit to adjudication the issue of indemnification for violation of the securities laws.

Item 15.	Recent Sales of Unregistered Securities

      Since September 20, 2001, the registrant has issued and sold the following securities:

      1. In September, November and December 2001, the registrant issued and sold to 14 private investors 3,467,337 shares of Series D preferred stock at a price per share of $6.10 for an aggregate consideration of $21,150,756 pursuant to a Stock Purchase Agreement dated as of September 21, 2001. None of the transactions described in this item 1 involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and Regulation D promulgated thereunder. The parties purchasing the securities described in this item 1 represented to the registrant that they were accredited investors at the time of such purchase and further represented to the registrant their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were affixed to the share certificates issued in such transactions and all recipients had adequate access, through their relationships with the registrant, to information about the registrant.

      2. In August 2002, the registrant granted stock options to purchase 55,000 shares of its common stock to members of its management team pursuant to its 2000 Stock Option Plan, as amended. Such options

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      3. In April 2003, the registrant granted stock options to purchase 263,984 shares of its common stock to members of its management team and other employees, pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $9.10. Under the 2002 Stock Option Plan and the option agreements, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was equal to at least 100% of the fair market value, or at least 110% of the fair market value with respect to any individual who owns more than 10% of the total combined voting power of all classes of registrant’s common stock, as determined by the compensation committee. Options to purchase an aggregate of 69,000 shares have been canceled without being exercised. The award of options described in this item 7 were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that they were made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate exercise price of options awarded during any consecutive 12-month period was less than the maximum amount allowed pursuant to Rule 701, or in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder.

      4. In April 2003, the registrant granted nonqualified stock options to purchase 7,500 shares of its common stock to a director pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $9.10. Under the 2002 Stock Option Plan and the option agreement, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was determined by registrant’s compensation committee. Options to purchase these 7,500 shares have been exercised. The award of options and sale of common stock upon exercise described in this item 8 were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that they were made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate exercise price of options awarded during any consecutive 12-month period was less than the maximum amount allowed pursuant to Rule 701, or in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder.

      5. From March 31, 2004 through April 26, 2004, the registrant granted options to purchase 299,734 shares of its common stock, to members of its management team and other employees, pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $8.78. Options to purchase an aggregate of 2,750 shares have been canceled without being exercised. Under the 2002 Stock Option Plan and the option agreements, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was equal to at least 100% of the fair market value, or at least 110% of the fair market value with respect to any individual who owns more than 10% of the total combined voting power of all classes of common stock, as determined by the compensation committee. The awards of options described in this item 9 were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that they were made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate exercise price of options awarded during any consecutive 12-month period was less than the maximum amount allowed

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      6. On May 19, 2004, the registrant granted nonqualified stock options to purchase 2,500 shares of its common stock to a director pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $8.78. Under the 2002 Stock Option Plan and the option agreement, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was determined by registrant’s compensation committee. These options have been forfeited. The award of options described in this item 10 was deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that it was made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate exercise price of options awarded during any consecutive 12-month period was less than the maximum amount allowed pursuant to Rule 701, in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder.

      The recipients of securities in the transactions described above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates issued in such transactions. All recipients had adequate access, through their relationships with the Company, to information about the registrant.

Item 16.	Exhibits and Financial Statement Schedules

      (a) The following is a list of exhibits filed as a part of this Registration Statement:

Exhibit
Number				Description
	1	.1*		Form of Underwriting Agreement
	2	.1**		Agreement and Plan of Merger dated April 3, 2000 between Build-A-Bear Workshop, L.L.C. and the Registrant
	3	.1**		Amended and Restated Certificate of Incorporation of the Registrant dated August 10, 2004
	3	.2**		Bylaws of the Registrant as currently in effect
	3	.3**		Form of Third Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of this offering
	3	.4**		Form of Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering
	4	.1**		Specimen Stock Certificate
	4	.2**		Stock Purchase Agreement by and among the Registrant, Catterton Partners IV, L.P., Catterton Partners IV Offshore, L.P. and Catterton Partners IV Special Purpose, L.P. and the Purchasers named therein dated as of April 3, 2000
	4	.3**		Stock Purchase Agreement by and among the Registrant and the other Purchasers named therein dated as of September 21, 2001
	4	.4**		Amended and Restated Stockholders’ Agreement, dated as of September 21, 2001 by and among the Registrant and certain stockholders
	4	.5**		Amended and Restated Registration Rights Agreement, dated September 21, 2001 by and among Registrant and certain stockholders named therein
	5	.1*		Opinion of Bryan Cave LLP
	10	.1**		Build-A-Bear Workshop, Inc. 2000 Stock Option Plan
	10	.1.1**		Form of Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan

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Exhibit
Number				Description
	10	.1.2**		Form of Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan
	10	.2**		Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan, as amended
	10	.2.1**		Form of Manager-Level Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan
	10	.2.2**		Form of Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan
	10	.3**		Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan
	10	.3.1**		Form of Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan
	10	.3.2**		Form of Director Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan
	10	.4**		Employment, Confidentiality and Noncompete Agreement dated May 1, 2004 between Maxine Clark and the Registrant
	10	.5**		Employment, Confidentiality and Noncompete Agreement dated April 13, 2004 between Barry Erdos and the Registrant
	10	.6**		Employment, Confidentiality and Noncompete Agreement dated March 7, 2004 between Tina Klocke and the Registrant
	10	.7**		Employment, Confidentiality and Noncompete Agreement dated July 9, 2001 between John Burtelow and the Registrant
	10	.8**		Employment, Confidentiality and Noncompete Agreement dated as of March 7, 2004 between Scott Seay and the Registrant
	10	.9**		Employment, Confidentiality and Noncompete Agreement dated September 10, 2001 between Teresa Kroll and the Registrant
	10	.10**		Separation Agreement and General Release dated January 31, 2004 by and between Brian C. Vent and Build-A-Bear Workshop, Inc.
	10	.11**		Form of Indemnification Agreement between the Registrant and its directors and executive officers
	10	.12**		Third Amendment to Loan Documents among the Registrant, Shirts Illustrated, LLC, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, LLC
	10	.13**		Second Amended and Restated Loan Agreement dated February, 2002 among U.S. Bank National Association, the Registrant and Shirts Illustrated, LLC
	10	.14**		First Amended and Restated Revolving Credit Note dated February, 2002 by the Registrant and Shirts Illustrated, LLC in favor of U.S. Bank National Association
	10	.15**		First Amended and Restated Security Agreement dated February, 2002 among the Registrant, Shirts Illustrated, LLC and U.S. Bank National Association
	10	.16**		Restricted Stock Purchase Agreement dated April 3, 2000 by and between Maxine Clark and the Registrant
	10	.17**		Secured Promissory Note of Maxine Clark in favor of the Registrant, dated April 3, 2000
	10	.18**		Repayment and Stock Pledge Agreement dated April 3, 2000 by and between Maxine Clark and the Registrant
	10	.19**		Restricted Stock Purchase Agreement dated September 19, 2001 by and between Brian C. Vent and the Registrant
	10	.20**		Secured Promissory Note of Brian C. Vent in favor of the Registrant, dated September 19, 2001
	10	.21**		Repayment and Stock Pledge Agreement dated September 19, 2001 by and between Brian C. Vent and the Registrant

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Exhibit
Number				Description
	10	.22**		Restricted Stock Purchase Agreement dated September 19, 2001 by and between Tina Klocke and the Registrant
	10	.23**		Secured Promissory Note of Tina Klocke in favor of the Registrant, dated September 19, 2001
	10	.24**		Repayment and Stock Pledge Agreement dated September 19, 2001 by and between Tina Klocke and the Registrant
	10	.25**		Public Warehouse Agreement dated April 5, 2002 between the Registrant and JS Logistics, Inc., as amended
	10	.26**		Agreement for Logistics Services dated as of February 24, 2002 by and among the Registrant and HA Logistics, Inc.
	10	.27†		Lease Agreement dated as of June 21, 2001 between the Registrant and Walt Disney World Co.
	10	.28**		Amendment and Restatement of Sublease dated as of June 14, 2000 by and between NewSpace, Inc. and the Registrant
	10	.29**		Lease dated May 5, 1997 between Smart Stuff, Inc. and Hycel Partners I, L.P.
	10	.30**		Agreement dated October 16, 2002 between the Registrant and Hycel Properties Co., as amended
	10	.31**		Construction Management Agreement dated November 10, 2003 by and between the Registrant and Hycel Properties Co.
	10	.32**		Agreement dated July 19, 2001 between the Registrant and Adrienne Weiss Company
	10	.33**		Lease between 5th Midtown LLC and the Registrant dated July 21, 2004
	10	.34**		Exclusive Patent License Agreement dated March 12, 2001 by and between Tonyco, Inc. and the Registrant
	10	.35		Standard Form Industrial Building Lease dated August 28, 2004 between First Industrial, L.P. and the Registrant
	21	.1**		List of Subsidiaries of the Registrant
	23	.1**		Consent of KPMG LLP
	23	.2*		Consent of Bryan Cave LLP (included in the opinion filed as Exhibit 5.1)
	24	.1**		Powers of Attorney

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*	To be filed by amendment to this registration statement

**	Previously filed.

†	Confidential treatment requested as to certain portions filed separately with the Securities and Exchange Commission

	(b)	Financial Statement Schedules

      Schedules not listed above have been omitted because they are inapplicable or the requested information is shown in the financial statements of the Registrant or notes thereto.

Item 17.	Undertakings

      The undersigned registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

      The undersigned registrant hereby undertakes that:

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this registration statement in reliance upon 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or

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	(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant has duly caused this Pre-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Louis, State of Missouri, on the 5th day of October, 2004.

	BUILD-A-BEAR WORKSHOP, INC.

	By:	/s/ TINA KLOCKE

	Name: Tina Klocke

	Title:	Chief Financial Bear, Treasurer and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signatures				Title		Date
/s/ MAXINE CLARK* Maxine Clark				Chief Executive Bear and Chairman of the Board (Principal Executive Officer)		October 5, 2004
/s/ BARNEY A. EBSWORTH* Barney A. Ebsworth				Director		October 5, 2004
/s/ JAMES M. GOULD* James M. Gould				Director		October 5, 2004
/s/ WILLIAM REISLER* William Reisler				Director		October 5, 2004
/s/ FRANK M. VEST, JR.* Frank M. Vest, Jr.				Director		October 5, 2004
/s/ TINA KLOCKE Tina Klocke				Chief Financial Bear, Treasurer and Secretary (Principal Financial and Accounting Officer)		October 5, 2004
*By: /s/ TINA KLOCKE Attorney-in-fact

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                                                                   EXHIBIT 10.27

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT ("LEASE") is made and entered into as of the date
on which the last one of Landlord and Tenant has executed this Lease, by and
between WALT DISNEY WORLD CO., a Florida corporation authorized to transact
business in the State of California (hereinafter referred to as "LANDLORD"), and
BUILD-A-BEAR WORKSHOP, INC., a Delaware corporation authorized to transact
business in the State of California (hereinafter referred to as "TENANT").

                              W I T N E S S E T H :

         WHEREAS, Landlord owns or leases that certain parcel of land lying and
being in the City of Anaheim, Orange County, California, commonly known as the
"THE DISNEYLAND RESORT(R) PROJECT";

         WHEREAS, Landlord (or its Affiliates) is developing within THE
DISNEYLAND RESORT(R) PROJECT a certain retail, dining and entertainment complex,
which is currently known as "DOWNTOWN DISNEY(R)";

         WHEREAS, among other things, Landlord intends that the retail, dining
and entertainment facilities of DOWNTOWN DISNEY(R) be of a completely
first-class nature and operation, consistent with the quality and operating
standards of THE WALT DISNEY COMPANY including, without limitation, THE
DISNEYLAND RESORT(R) PROJECT;

         WHEREAS, Tenant wishes to lease a portion of a building within THE
DISNEYLAND RESORT(R) PROJECT for the operation of a first-class, high end
specialty retail store selling make-it-yourself plush teddy bears and other
animals and accessories for such teddy bears and animals, all in accordance with
the requirements of this Lease; and

         WHEREAS, the parties wish to enter into this Lease for the aforesaid
purposes, subject to the terms and conditions hereinafter set forth.

         NOW, THEREFORE, for and in consideration of the terms, covenants and
conditions herein contained, the sums of money to be paid hereunder, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each party hereto, the parties agree as follows:

1.       DEFINITIONS; PREMISES; TERM.

         1.1.     Definitions.

For purposes of this Lease, the following terms shall have the following
meanings, unless the context requires otherwise:

                  1.1.1. "ADA" shall have the meaning set forth in Section 2.10
hereof.





* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.


                  1.1.2. "ADDITIONAL RENT" shall have the meaning set forth in
Subsection 3.4.1 hereof.

                  1.1.3. "AESTHETIC ASPECTS" shall mean, collectively, all
graphics, signage, partitions and materials (and the location thereof), finish,
color, texture, decoration, furnishings, fixtures, equipment, lighting, artwork
and landscaping (and the location thereof) affecting public areas, all
architectural designs (interior and exterior) for the Premises, site plans,
materials, furnishings and artwork (and the location thereof), both interior and
exterior, and all other aesthetic considerations for the Site, the interior and
exterior of the Improvements and the Furnishings.

                  1.1.4. "AFFILIATE" of a person or entity shall mean: (i) any
person or entity that, directly or indirectly, controls or is controlled by or
is under common control with such person or entity; (ii) any other person or
entity that owns, beneficially, directly or indirectly, ten percent or more of
the outstanding capital stock, shares or equity interests of such person or
entity; or (iii) any officer, director, employee, partner or trustee of such
person or entity, or any person or entity controlling, controlled by or under
common control with such person or entity (excluding trustees and persons
serving in similar capacities who are not otherwise an Affiliate of such person
or entity); provided, however, that Euro Disney SA. and Euro Disney S.C.A.
shall not be Affiliates of Landlord. For the purposes of this definition,
"control" (including the correlative meanings of the terms "controls,"
"controlled by" and "under common control with"), as used with respect to any
person or entity, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
person or entity, through the ownership of voting securities, partnership
interests or other equity interests, by contract or otherwise.

                  1.1.5. "ANNUAL BUDGET" shall have the meaning set forth in
Subsection 23.1.2 hereof.

                  1.1.6. "APPLICABLE RATE" shall mean a per annum interest rate
which is equal to the lesser of; (i)   *   or (ii) the highest rate of interest
then allowable pursuant to applicable Law.

                  1.1.7. "APPLICABLE RULES" shall have the meaning set forth in
Section 1.7 of the Development Agreement.

                  1.1.8. "ATTRACTION" shall have the meaning set forth in
Subsection 4.10.2 hereof.

                  1.1.9. "AUTHORITY" shall have the meaning set forth in Section
22.2 hereof.

                  1.1.10. "BOOKS AND RECORDS" shall have the meaning set forth
in Subsection 3.3.1 hereof.

                  1.1.11. "BUSINESS DAY" shall mean any day other than Saturday,
Sunday or a day when most U.S. banks are closed.


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.




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                  1.1.12. "CAPITAL BUDGET" shall have the meaning set forth in
Subsection 23.1.2 hereof

                  1.1.13. "CHANGES" shall have the meaning set forth in Section
4.1.5. hereof.

                  1.1.14. "CHANGE OF CONTROL" shall have the meaning set forth
in Section 18.2 hereof.

                  1.1.15. "CLEANUP LAWS" shall have the meaning set forth in
Section 22.2 hereof.

                  1.1.16. "CLAIMS" shall have the meaning as set forth in
Subsection 1.4.2 hereof.

                  1.1.17. "COMMENCEMENT DATE" shall mean the earliest to occur
of: (i) the date on which any portion of the business to be operated within the
Premises opens for business to the public, or (ii) the Outside Opening Date.

                  1.1.18. "COMMON AREAS" shall have the meaning set forth in
Subsection 4.12.1 hereof.

                  1.1.19. "COMPETING STORE" shall have the meaning set forth in
Section 23.4 hereof.

                  1.1.20. "COMPLETED" shall have the meaning set forth in
Section 2.12 hereof.

                  1.1.21. "CONDITIONS OF APPROVAL" shall have the meaning set
forth in Section 1.17 of the Development Agreement.

                  1.1.22. "CONFIDENTIAL INFORMATION" shall mean all non-public,
confidential or proprietary information that Landlord or any of Landlord's
Affiliates make available to Tenant or any of Tenant's Affiliates, or that
Tenant, or any of Tenant's Affiliates make available to Landlord or any of
Landlord's Affiliates, in connection with this Lease. Confidential Information
shall include, but not be limited to, the specific terms and conditions of this
Lease as well as information related to the past, present and future plans,
ideas, business strategies, marketing programs, activities, customers and
suppliers of Landlord, Tenant, Landlord's Affiliates and/or Tenant's Affiliates.
"Confidential Information" shall not include information that: (i) was, at the
time of its disclosure, already in the possession of the receiving party; (ii)
is or becomes generally available to the public other than as a result of a
breach of this Lease by the receiving party or its Representatives; or (iii)
becomes available to the receiving party on a non-confidential basis from a
source other than the disclosing party or its Representatives; provided,
however, that such source is not to the knowledge of the receiving party bound
by a confidentiality agreement or other legal or fiduciary obligation of secrecy
to the disclosing party.

                  1.1.23. "CONTRACT DOCUMENTS" shall mean the final plans and
specifications for the Improvements and Furnishings approved by Landlord, in
Landlord's sole discretion.

                  1.1.24. "CPI" shall have the meaning set forth in Subsection
3.1.2. hereof.

                                       3


                  1.1.25. "DESIGN AND CONSTRUCTION SCHEDULE REQUIREMENTS AND
MILESTONES" shall mean those requirements and milestones attached hereto as
Exhibit C and made a part thereof.

                  1.1.26. "DEVELOPMENT AGREEMENT" shall mean Development
Agreement No. 96-01 executed by and between Landlord and the City of Anaheim and
dated as of October 22, 1996, and all amendments and modifications thereto.

                  1.1.27. "DISNEY DOLLARS" shall mean those certain certificates
sold or given by Landlord and its Affiliates which can be redeemed for
merchandise and services at certain locations owned or leased by Landlord and
its affiliates.

                  1.1.28. "DISNEY PROPERTY" shall have the meaning set forth in
Section 1.25 of the Development Agreement.

                  1.1.29. "DISNEY SALARIED EMPLOYEE" shall have the meaning set
forth in Subsection 23.5.2 hereof.

                  1.1.30. "DISNEY STANDARD" shall have the meaning set forth in
Subsection 4.4.1 hereof.

                  1.1.31. "DOWNTOWN DISNEY(R)" shall mean the retail, dining and
entertainment complex being developed within THE DISNEYLAND RESORT(R)PROJECT.
Although such term is used throughout this Lease, Landlord may change the name
of such retail, dining and entertainment complex in its sole and absolute
discretion, and all references herein to "DOWNTOWN DISNEY(R)" shall be deemed
changed to such new name.

                  1.1.32. "EARLY TERMINATION FEE" shall have the meaning set
forth in Subsection 23.3 hereof.

                  1.1.33. "EPA" shall have the meaning set forth in Section 22.3
hereof.

                  1.1.34. "EVENT OF DEFAULT" shall have the meaning set forth in
Section 20.1 hereof.

                  1.1.35. "EXECUTION DATE" shall mean the date on which the last
of Landlord and Tenant execute this Lease.

                  1.1.36. "EXPENSES" shall have the meaning set forth in Section
24.5 hereof.

                  1.1.37. "EXPIRATION DATE" shall mean the eleventh (11th)
anniversary of the Commencement Date unless this Lease is sooner terminated
pursuant to its terms, in which event the Expiration Date shall be deemed to be
the effective date of such termination.

                  1.1.38. "FEE MORTGAGE" shall have the meaning set forth in
Subsection 17.1.1 hereof.

                                       4


                  1.1.39. "FEE MORTGAGEE" shall have the meaning set forth in
Subsection 17.1.2 hereof.

                  1.1.40. "FINANCIAL OFFICER'S CERTIFICATE" shall have the
meaning set forth in Section 23.2 hereof.

                  1.1.41. "FIVE COUNTY REGION" shall mean the geographic region
comprised of Orange County, California; Los Angeles County, California; San
Diego County, California; Riverside County, California; and San Bernardino
County, California, on the Execution Date.

                  1.1.42. "FORCE MAJEURE" shall have the meaning set forth in
Section 24.25 hereof.

                  1.1.43. "FURNISHINGS" shall mean all: (x) furniture, fixtures,
and equipment (including, without limitation, fixtures, display cases and
lighting equipment) for sales areas, corridors and other public rooms and places
and for all storerooms and offices on the Premises; and (y) all Personalty
necessary and/or proper for the complete and comfortable use, enjoyment,
occupancy and operation of a first-class, high-end Build-A-Bear Workshop
specialty store hereafter procured and installed in the Shell Premises at
Tenant's sole cost and expense and in accordance with the Contract Documents.
The term "Furnishings" does not include Tenant's Merchandise, Supplies,
consumable goods or inventory.

                  1.1.44. "GAAP" shall have the meaning set forth in Subsection
3.3.1 hereof.

                  1.1.45. "GLA" shall mean the gross leaseable area of the
Premises, calculated to the exterior faces of exterior walls for each level
including any mezzanine. No deductions shall be made for columns, shafts,
stairs, ramps, elevators, or loading docks.

                  1.1.46. "GOVERNMENTAL AUTHORITY" shall mean all applicable
federal, state, county, city, district, territory and political subdivisions of
the United States and any board, bureau, council, commission, department,
agency, court, legislative body or other instrumentality of the United States or
any state, or any country, city or political subdivision thereof.

                  1.1.47. "GROSS SALES" shall mean all revenues received by, or
paid to, Tenant or to any other person, corporation or other entity for the use,
account or benefit of Tenant from whatever source (including, without
limitation, (x) the actual sales price, whether wholly or partially for cash, on
credit, or otherwise, for all food, beverages and goods, wares, merchandise and
services of any kind, and (y) all other receipts) arising upon, out of or in
connection with all business conducted on, in and from the Premises, whether for
wholesale, retail, cash, credit, trade-ins or otherwise (including, but not
limited to, sales made by mail, telephone, internet or other method although
said sales may be made or filled elsewhere, all revenues derived from telephone
(including local, long-distance, public telephone booths, etc.) or other
electronic service or interactive media (e.g., the Internet), all deposits not
refunded to purchasers, and all orders taken on, in and from the Premises
although said orders may be filled elsewhere). Each sale on credit (including,
without limitation, sales paid for with Disney Dollars) shall be treated as a
sale for the full price in cash during the month in which such sale is initially
made, without reserve or deduction for inability or failure to collect, and
irrespective of the time when Tenant actually receives payment (whether full or
partial) from its customer or any applicable credit or

                                       5




credit card agency. Gross Sales of any sublessee, concessionaire or licensee
shall be treated as if made by Tenant (provided, however, nothing contained
herein shall be deemed Landlord's consent to any sublessee, concessionaire or
licensee). Gross Sales shall exclude: (a) returns to suppliers or vendors; (b)
sales of fixtures or equipment after use thereof in the conduct of Tenant's
business on the Premises provided that such fixtures or equipment are replaced
by now fixtures or equipment to be used for the same use; (c) sales of fixtures
or equipment that are no  longer reasonably necessary for the ongoing operations
of the Premises; (d) any amounts received by Tenant on account of insurance
proceeds; (e) cash or credit card refunds made upon transactions included within
Gross Sales not exceeding, however, the sales price of the item upon which cash
or credit refund is made; (f) the amount of any city, county, state or federal
taxes or luxury or excise taxes on sales which are either added to the sales
price or absorbed therein and paid to the taxing entity by Tenant; (g) revenues,
royalties, fees and/or income received by Tenant in connection with franchise
agreements other than with respect to the Premises; (h) proceeds of the sale of
inventory outside the ordinary course of Tenant's business in connection with
any winding down of Tenant's operations at the end of the Lease Term; (i) sales
to Tenant's employees at a discount (not to exceed * of Gross Sales per Lease
Year and provided that the actual sales price to Tenant's employees is included
in Gross Sales); (j) proceeds from the sale of gift certificates shall not be
included until such time as any merchandise and/or service is delivered in
exchange for gift certificates; (k) receipts from telephone and vending machines
installed in non-sales areas of the Premises which are solely for the use and
convenience of Tenant's employees; (l) postage, shipping and handling at no
gross profit to Tenant; (m) bad debts (not to exceed * of Gross Sales per Lease
Year); and (n) sale of merchandise for which cash has been refunded, but only to
the extent of such refund (not to exceed * of Gross Sales per Lease Year).


         Gross Sales shall include (a) insurance proceeds received as a result
of a loss of Merchandise to the extent that such proceeds exceed Tenant's cost
for such items and (b) the proceeds of business interruption insurance or other
insurance intended to provide or insure payment to mitigate lost sales.

         Gross Sales shall not be deemed cumulative from one Lease Year to any
succeeding Lease Year; rather, they shall be computed separately for each Lease
Year on an accrual basis in accordance with generally accepted accounting
principles consistently applied. Nothing contained in this definition shall
authorize any activities by Tenant which are prohibited by (or which are not
expressly permitted by, as the case may be) any other provision of this Lease.

                  1.1.48. "HAZARDOUS MATERIAL" shall have the meaning set forth
in Section 22.1 hereof.

                  1.1.49. "HAZARDOUS MATERIALS CONTAMINATION" shall have the
meaning set forth in Section 22.5 hereof.

                  1.1.50. "IMPROVEMENTS" shall mean (x) all improvements (other
than Landlord's Work) within the Shell Premises required to construct a 5,905
square foot, first-class, high-end Build-A-Bear Workshop specialty store, in
accordance with the requirements of this Lease, all subject to the requirements
of applicable Laws and Project Requirements, and (y) any and all other
improvements (other than Landlord's Work) hereafter located on, or attached or

* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.


                                       6



affixed to, the Site and constructed, installed or placed on the Site, all
pursuant to plans and specifications acceptable to Landlord in Landlord's sole
discretion, and any and all modifications, alterations and replacements thereof.
The term Improvements does not include the Site.

                  1.1.51. "INDEMNIFIED PARTIES" shall have the meaning set forth
in Section 15.1 hereof.

                  1.1.52. "INDEMNIFIED PARTY" shall have the meaning set forth
in Section 15.3 hereof.

                  1.1.53. "INDEMNIFYING PARTY" shall have the meaning set forth
in Section 15.3 hereof.

                  1.1.54. "INDEX" shall have the meaning set forth in Subsection
3.1.2 hereof.

                  1.1.55. "LANDLORD" shall mean Walt Disney World Co., a Florida
corporation, authorized to do business in the State of California, and shall
include the legal representatives, successors and assigns of Landlord.

                  1.1.56. "LANDLORD DELAY" shall mean an actual delay in
Tenant's opening for business by the Outside Opening Date which was caused by an
act or omission of Landlord or any Landlord Affiliate which is not permitted by
the terms of this Lease.

                  1.1.57. "LANDLORD SPONSORSHIP AGREEMENTS" shall have the
meaning set forth in Subsection 5.1.1 hereof.

                  1.1.58. "LANDLORD'S WORK" shall have the meaning set forth in
Section 2.1 hereof.

                  1.1.59. "LAWS" shall mean all federal, state, county,
municipal and other governmental constitutions, statutes, ordinances, codes,
regulations, resolutions, rules, requirements and directives, permits, licenses
and officially adopted plans and policies, and all decisions, judgments, writs,
injunctions, orders, decrees or demands of courts, administrative bodies and
other authorities construing any of the foregoing. "Law" shall be the singular
reference to Laws.

                  1.1.60. "LEASE" shall mean this Lease Agreement, together with
any and all exhibits and attachments which may be part of this Lease Agreement,
as the same may be hereafter amended in accordance with this Lease.

                  1.1.61. "LEASE YEAR" shall mean a period of twelve (12)
calendar months commencing on October 1 and ending on September 30, and each
succeeding twelve (12) month period during the Term. The first Lease Year shall
consist only of that period of time from the Commencement Date through and
including the following September 30th. To the extent any computation or other
provision of this Lease is based upon, or provides for an action to be taken on,
an entire Lease Year basis, an appropriate proration or other adjustment shall
be made in respect of any Lease Year that consists of periods which are less
than the a full twelve (12)

                                       7


calendar month (such proration or adjustment being based upon the actual number
of days in such partial Lease Year).

                  1.1.62. "LOGO" shall mean, collectively, (x) that certain
design and art work designated by Tenant as its logo, a copy of which is
attached hereto as Exhibit E and incorporated herein by reference, which design
and artwork Tenant has registered with the United States Copyright Office and/or
the United States Patent and Trademark Office, (y) Tenant trademarks approved by
Landlord in Landlord's sole discretion and (z) Tenant Trade Names (such as
Build-A-Bear Workshop, which has been approved by Landlord) approved by Landlord
in Landlord's sole discretion.

                  1.1.63. "MANAGEMENT AGREEMENT" shall have the meaning set
forth in Subsection 4.15 hereof.

                  1.1.64. "MANAGER" shall have the meaning set forth in Section
4.14 hereof.

                  1.1.65. "MERCHANDISE" shall mean any merchandise or other
consumer product.

                  1.1.66. "MINIMUM NET WORTH" shall have the meaning set forth
in Section 23.2 hereof.

                  1.1.67. "MINIMUM RENT" shall have the meaning set forth in
Section 3.1 hereof.

                  1.1.68. "MITIGATION MEASURES" shall have the meaning set forth
in Section 1.44 of the Development Agreement.

                  1.1.69. "NET WORTH" shall have the meaning set forth in
Section 23.2 hereof.

                  1.1.70. "OPERATING CONDITIONS, RULES AND REGULATIONS" shall
mean those conditions, rules and regulations set forth on Exhibit F attached
hereto and made a part hereof, and such other rules and regulations which may be
promulgated by Landlord from time to time in its sole and absolute discretion.

                  1.1.71. "OPERATING BUDGET" shall have the meaning set forth in
Subsection 23.1.2 hereof.

                  1.1.72. "OSHA" shall have the meaning set forth in Section
22.3 hereof.

                  1.1.73. "OUTSIDE CONSTRUCTION COMMENCEMENT DATE" shall have
the meaning set forth in Subsection 2.3.1 hereof.

                  1.1.74. "OUTSIDE OPENING DATE" shall mean the later of (i)
November 1, 2001 or (ii) one hundred twenty (120) days after delivery by
Landlord of the Shell Premises to Tenant.

                  1.1.75. "PERCENTAGE RENT" shall mean the amount calculated as
Percentage Rent in accordance with Subsection 3.2.1 of this Lease.

                                       8


                  1.1.76. "PERSONALTY" shall mean an article which is a chattel,
is not physically annexed or affixed to the Premises and is capable of being
removed without structural or functional damage to the Premises.

                  1.1.77. "PERMITTED USE" shall have the meaning set forth in
Subsection 4.1.1 hereof.

                  1.1.78. "PREMISES" shall mean, collectively, the Shell
Premises, the Improvements and Furnishings. As the context may require,
references to the "Premises" may refer only to a portion or portions of the
Premises. The Premises does not include the Site.

                  1.1.79. "PREVAILING PARTY" shall have the meaning set forth in
Section 24.5 herein.

                  1.1.80. "PRIME RATE" shall mean the rate of interest announced
or published by the then largest (as measured by deposits) state chartered bank
operating in California as its "Prime Rate", "Reference Rate" or other similar
benchmark for commercial borrowers then in effect (or if such Prime Rate,
Reference Rate or other similar benchmark is no longer published and announced,
an equivalent substitute therefor).

                  1.1.81. "PROJECT" shall have the meaning set forth in Section
1.54 of the Development Agreement.

                  1.1.82. "PROJECT APPROVALS" shall have the meaning set forth
in Section 1.55 of the Development Agreement.

                  1.1.83. "PROJECT COMPLETION" shall have the meaning set forth
in Section 2.12 hereof.

                  1.1.84. "PROJECT DESIGN FEATURES" shall have the meaning set
forth in Mitigation Monitoring Program 0067, as defined in the Development
Agreement, as modified.

                  1.1.85. "PROJECT REQUIREMENTS" shall mean (i) The Disneyland
Resort Specific Plan, (ii) the Development Agreement, including, without
limitation, Applicable Rules, Conditions of Approval, Mitigation Measures,
Project Approvals, and Project Design Features, (ii) the Tenant Design and
Construction Standards, and (iv) the Design and Construction Schedule
Requirements and Milestones and all covenants, terms, conditions, approvals and
requirements contained, incorporated or referenced in any of such documents.

                  1.1.86. "RECEIVING PARTY" shall have the meaning set forth in
Section 24.3 hereof.

                  1.1.87. "RELEASE" shall have the meaning set forth in Section
22.1 hereof.

                  1.1.88. "RENT" shall include, collectively, the Minimum Rent,
Percentage Rent, and any Additional Rent as specified in this Lease.

                                       9


                  1.1.89. "REPRESENTATIVES" shall have the meaning set forth in
Subsection 24.12.1 hereof.

                  1.1.90. "REQUESTING PARTY" shall have the meaning set forth in
Section 24.3 hereof.

                  1.1.91. "SALES THRESHOLD" shall have the meaning set forth in
Section 1.5 hereof.

                  1.1.92. "SHELL PREMISES" shall mean the improvements to be
constructed by Landlord as part of Landlord's Work within the area shown on
Exhibit A attached hereto as the diagram outlining the Shell Premises.

                  1.1.93. "SIMILAR BUSINESS" shall mean another operation of the
same (or similar) name, theme or concept, or any part thereof, as that of
Tenant's proposed use of the Premises as set forth in this Lease.

                  1.1.94. "SITE" shall mean that certain site within that tract
or parcel of land owned or controlled by Landlord within the City of Anaheim,
Orange County, California, within or directly adjacent to the Project intended
to be developed by Landlord, on which the Shell Premises is located.

                  1.1.95. "SUBSTANTIALLY ALL OF THE PREMISES" shall have the
meaning set forth in Section 14.1 hereof.

                  1.1.96. "SUBSTANTIALLY COMPLETE" shall mean when referring to
Landlord's Work, that all of Landlord's Work is complete in accordance with the
Project Requirements other than punchlist items and exterior work which does not
materially and adversely affect Tenant's ability to commence or complete
Tenant's Work.

                  1.1.97. "SUPPLIES" shall have the meaning set forth in
Subsection 4.3.1. hereof.

                  1.1.98. "TAKING" shall have the meaning set forth in Section
14.1 hereof.

                  1.1.99. "TAKING DATE" shall have the meaning set forth in
Section 14.1 hereof.

                  1.1.100. "TAXES AND ASSESSMENTS" shall mean any and all of the
following which shall or may during the Term be charged, laid, levied, assessed,
imposed, become due and payable or liens upon, or arise in connection with the
use, occupancy or possession of, or grow due or payable out of or for, the Site,
the Premises (or any part thereof), the Improvements, the Furnishings, or the
Rent, or otherwise with respect to this Lease, at any time during the Term of
this Lease: real property and personal property taxes, ad valorem taxes,
assessments (including, without limitation, special assessments), excises,
permit and impact fees, charges in respect of mitigation measures or otherwise
imposed by Project Requirements, charges made by any public or quasi-public
authority; for or relating to Improvements, Furnishings or betterments related
directly or indirectly to the Premises, sanitary taxes or charges, sewer or
water taxes or charges, rapid transit taxes or charges and any other
governmental or quasi-governmental impositions, charges, encumbrances, levies,
assessments or taxes of any nature whatsoever, whether general

                                       10


or special, whether ordinary or extraordinary, whether foreseen or unforeseen
and whether payable in installments or not, related directly or indirectly to
the Premises; together with any tax or other charge levied, assessed or imposed
upon this Lease, the Site, the Premises and/or Improvements, (or the use
thereof) in lieu of or in addition to the foregoing under or by virtue of any
present or future Laws. Taxes and Assessments shall include any tax levied or
imposed upon or assessed against, the Rent reserved hereunder or income arising
herefrom), to the extent the same are in lieu of, in addition to, or a
substitute for any of the Taxes and Assessments hereinabove described. Taxes and
Assessments shall not include any profit, income, revenue or similar tax upon
the income of Landlord or any franchise, corporate, estate, partnership,
inheritance or succession tax on Landlord, except to the extent that any of same
are in lieu of or substitution for any of the Taxes or Assessments.

                  1.1.101. "TENANT" shall mean Build-A-Bear Workshop, Inc., a
Delaware corporation, and any permitted successors and assigns.

                  1.1.102. "TENANT IMPROVEMENT ALLOWANCE" shall have the meaning
set forth in Section 2.1. hereof.

                  1.1.103. "TENANT SPONSOR" shall have the meaning set forth in
Subsection 5.2.1. hereof.

                  1.1.104. "TENANT DESIGN AND CONSTRUCTION STANDARDS" shall mean
those standards and guidelines for the design and construction of Tenant's
Improvements attached hereto as Exhibit B and made a part hereof.

                  1.1.105. "TENANT'S EXISTING ALLIANCES" shall have the meaning
set forth in Subsection 5.2.1 hereof.

                  1.1.106. "TENANT'S WORK" shall include, the initial
construction and erection of any Improvements by or on behalf of Tenant on the
Site and the installation of Furnishings therein in accordance with the approved
Contract Documents.

                  1.1.107. "TERM" shall have the meaning set forth in
Subsection 1.3.1 hereof.

                  1.1.108. "THE AUTHORITY" shall have the meaning set forth in
Section 15.1 hereof.

                  1.1.109. "THE DISNEYLAND RESORT(R) PROJECT" shall mean the
Project.

                  1.1.110. "THE CITY" shall have the meaning set forth in
Section 15.1 hereof.

                  1.1.111. "THE DISNEYLAND RESORT SPECIFIC PLAN" or "SPECIFIC
PLAN" shall have the meaning set forth in Section 1.66 of the Development
Agreement.

                  1.1.112. "THE DISNEYLAND RESORT SPECIFIC PLAN AREA" shall have
the meaning set forth in Section 1.67 of the Development Agreement.

                                       11


                  1.1.113. "THEME PARK" (x) shall have the meaning set forth in
Section 18.78.060.010.0101 of the Anaheim Municipal Code (AMC) (including,
without limitation, Disneyland(R)), and shall include Retail Entertainment
Centers as defined in Section 18.78.030.1105 of the AMC; (y) shall mean all
facilities, the primary business of which is offering rides or similar amusement
devices, including, without limitation, attractions, game arcades, rides,
virtual reality, shows and other entertainment elements, regardless of whether
an admission fee is charged (collectively, "ATTRACTIONS"); and (z) shall mean
any and all areas and facilities (including, without limitation, resorts,
shopping areas, golf courses and restaurants) associated, and/or commonly
marketed, with such Attractions.

                  1.1.114. "THEME PARK MATERIALS" shall have the meaning set
forth in Section 4.7.2 hereof.

                  1.1.115. "THREATENED RELEASE" shall have the meaning set forth
in Section 22.1 hereof.

                  1.1.116. "TI ALLOWANCE CONDITIONS" shall have the meaning set
forth in Section 2.1 hereof.

                  1.1.117. "TRADE NAME" shall have the meaning set forth in
Subsection 4.8.1 hereof.

                  1.1.118. "TRANSFER" shall have the meaning set forth in
Section 18.2 hereof.

                  1.1.119. "TURNOVER DATE" shall have the meaning set forth in
Subsection 1.3.1 hereof.

                  1.1.120. "UTILITIES" shall mean potable water, sanitary sewer,
natural gas, electrical, telephone, data, telecommunication, cable television,
electricity and storm water connections.

         1.2.     Premises.

In consideration of the agreements, terms, covenants, conditions, requirements,
provisions and restrictions to be kept, observed, performed, satisfied and
complied with by Tenant, and of the Minimum Rent specified and provided for in
this Lease, and upon the terms and conditions herein stated, Landlord hereby
lets, leases and demises unto Tenant, and Tenant hereby leases, takes and
accepts from Landlord, the Premises, without any representation or warranty
(expressed or implied) by Landlord except as explicitly set forth in this Lease,
subject to the following:

                  (a) Landlord's written approval, in Landlord's sole
discretion, of (x) all plans and specifications for the construction of the
Improvements and the installation of the Furnishings, and (y) the construction
of the Improvements and the installation of the Furnishings, all in accordance
with this Lease;

                  (b) All applicable Laws, Project Requirements, the Operating
Conditions, Rules and Regulations, and all building and zoning ordinances;

                                       12


                  (c) All easements, encumbrances and other matters of record;

                  (d) All encroachments, overlaps, lot ties, boundary line
disputes or other matters which would be disclosed by an accurate survey or
inspection of the Premises or a review of title matters affecting the Site; and

                  (e) All terms and conditions set forth in this Lease.

Tenant acknowledges that prior to or subsequent to the Execution Date, Landlord
and/or Landlord's Affiliates may subdivide the Project and/or enter into lot tie
agreements, easements or other matters affecting the Site. This Lease shall at
all times be subject and subordinate to all such subdivisions, lot ties,
easements or other matters affecting the Site. As a condition to entering into
this Lease, Tenant agrees and acknowledges that Tenant and any subtenants and/or
assignees shall execute any and all documents required by Landlord in connection
with such subdivision, lot tie, easement or other matter affecting the Site. If
any such party fails to execute any such agreement upon request, Landlord may
execute such agreement on behalf of such party. In addition, Tenant agrees to
use its best efforts to ensure that Tenant's lenders or creditors, and the
lenders or creditors of any subtenant and/or assignee, execute any and all
documents reasonably required by Landlord in connection with such subdivision,
lot tie, easement or other matter affecting the Site.

         1.3.     Term.

                  1.3.1. The "TERM" of this Lease shall be eleven (11) years
commencing on the Commencement Date and continuing for eleven (11) years
thereafter. Landlord shall give Tenant possession of the Shell Premises with
Landlord's Work substantially complete on a date (the "TURNOVER DATE") that is
on or before August 1, 2001, so that Tenant may commence its internal
construction. Subsequent to the Turnover Date, Landlord shall complete
Landlord's Work concurrently with Tenant completing its construction. Tenant
agrees that if Landlord fails for any reason to deliver possession of the Shell
Premises to Tenant on or before the Turnover Date, and such failure results in a
delay by Tenant in opening the Premises to the public for business by the date
designated by Landlord, then Tenant's sole and exclusive remedy in such event
and in lieu of all other remedies (including, but not limited to, cancellation
of this Lease or specific performance, which are hereby expressly waived), shall
be the day for day extension of the Outside Opening Date provided herein;
provided, however, that if Landlord fails to deliver possession of the Shell
Premises to Tenant by January 9, 2002 (subject to Force Majeure or any other
event(s) beyond Landlord's reasonable control), then as Tenant's sole additional
remedy (Tenant hereby waiving any claim for direct, indirect or consequential
damages or any punitive or exemplary damages), Tenant may terminate this Lease
by giving Landlord its written notice of termination. If Tenant elects to
terminate this Lease as aforesaid, then notwithstanding anything herein to the
contrary, the exercise of such right shall be Tenant's sole and exclusive remedy
in such event, in lieu of all other remedies (and other such remedies being
hereby waived by Tenant). Pre-opening occupancy (i.e., it being understood and
agreed that the term "occupancy" as used in this sentence shall not include any
portion of Tenant's business being open to the public for business) of the
Premises by Tenant prior to the Commencement Date shall be subject to all of the
terms and provisions of this Lease excepting only those requiring the payment of
Minimum Rent, Percentage Rent, Taxes and Assessments. Landlord and Tenant each
agree that

                                       13


at the request of either party they will, following the Commencement Date,
execute and deliver a written acknowledgment or agreement acknowledging that
Tenant has accepted possession and reciting the exact Commencement Date of this
Lease.

         1.4.     Opening.

                  1.4.1. Tenant acknowledges that DOWNTOWN DISNEY(R) opened to
the public on January 1, 2001, and that substantially all of the businesses
located at DOWNTOWN DISNEY(R) are open and operating as of the date of this
Lease. Tenant understands that it is the desire and intention of Landlord to
have all of the respective businesses to be conducted within and from DOWNTOWN
DISNEY(R) (including the Premises and the business to be conducted by Tenant at
the Premises) open for business as soon as possible. Accordingly, Tenant
acknowledges and agrees that it is a material benefit to Landlord for Tenant to
complete its construction of the Premises and be in a position to open its
business to the public no later than the Outside Opening Date.

                  1.4.2. Landlord shall not be obligated or liable to Tenant
for, and Tenant hereby expressly waives any claims against Landlord on account
of, any damages, costs or expenses of any nature whatsoever which Tenant or any
other person may incur as a result of any delays, interferences, suspensions,
rescheduling, congestion, disruptions or the like in connection with Tenant's
Work arising from or out of any act or omission of Landlord or any other person
or entity (including, without limitation, any of Landlord's Affiliates), unless
caused by or arising out of Landlord's or Landlord's Affiliate's gross
negligence or willful misconduct. Tenant shall defend, hold harmless and
indemnify Landlord and Landlord's Affiliates against any and all claims,
liabilities, damages, costs or expenses of any nature whatsoever, (herein
"CLAIMS") arising from or out of Tenant's failure to open the Premises to the
public for business on or before the Outside Opening Date, unless such failure
was caused by Landlord Delay, Force Majeure, a Taking or fire or other casualty.
If any claim, action or proceeding is brought against Landlord or a Landlord
Affiliate in connection with any indemnified Claim, Tenant upon notice from
Landlord, shall defend the same at Tenant's expense with counsel approved in
writing by Landlord. Tenant's obligations under this Subsection shall survive
the expiration or earlier termination of this Lease.

                  1.4.3. If Tenant does not complete Tenant's Work and open the
Premises to the public for business on or before the Outside Opening Date,
subject to a day for day extension for any Landlord Delay, Force Majeure, Taking
or fire or other casualty, then in addition to any other remedies available to
Landlord, Landlord shall have the following non-exclusive options:

                         (i) At any time thereafter, but prior to the Project
Completion (as defined in Section 2.12 below) of the Work, and the actual
opening of the entire Premises for business to the public, Landlord may
terminate this Lease by providing written notice to Tenant, whereupon the
following shall occur:

                             (1) Tenant shall immediately surrender possession
of the Premises to Landlord;

                                       14

                                 (2) Landlord shall succeed to ownership of all
of the Improvements (provided, however, that this clause shall not be construed
to grant Landlord the right to use those portions of the Improvements which bear
the Build-A-Bear Workshop Trade Name or the mark of other intellectual property
owned by Tenant); and

                                 (3) Tenant shall have no further rights
hereunder;

                           (ii)  Landlord may elect to not terminate this Lease
and Tenant shall pay to Landlord, in addition to the Rent herein reserved to
Landlord, liquidated damages to compensate Landlord for the Percentage Rent
Tenant would have paid to Landlord had Tenant opened the Premises for business
by the Outside Opening Date, in an amount equal to one hundred percent (100%) of
the annual Minimum Rent payable by Tenant hereunder, prorated on a daily basis,
for each and every day from the Outside Opening Date, until the day on which the
Work is Substantially Completed and the Premises are opened for business to the
public in accordance with the provisions of this Lease. The parties acknowledge
that it will be extremely difficult, if not impossible, to ascertain with
certainty the lost Percentage Rent which might be sustained by Landlord due to
the failure of the Premises to be open for business by the Outside Opening Date,
and, accordingly, the parties have agreed upon the liquidated damages set forth
in this Subsection as fair and reasonable compensation. The foregoing liquidated
damages provisions shall not be considered a penalty pursuant to California Law.

Payment of the amounts described in the immediately preceding paragraph is not
intended as forfeiture or a penalty within the meaning of California Civil Code
Sections 3275, 3369, 3389 or similar authorities, but is intended to constitute
liquidated damages to Landlord in respect of lost percentage rent pursuant to
the requirements of California Civil Code Section 1671. By their respective
initials set forth below, Landlord and Tenant agree that the aforesaid amounts
are reasonable as liquidated damages from Tenant in respect to lost percentage
Rent for Tenant's failure to open the Premises for business by the Outside
Opening Date.

/s/ MC                                              /s/ CH
- ------------------                                  ------------------
Tenant's Initials                                   Landlord's Initials

                           (iii) Landlord may, at its election, reenter the
Premises and, without terminating this Lease, at any time and from time to time
relet the Premises or any parts thereof for the account and in the name of
Tenant or Landlord or otherwise to cure any default by Tenant or to exercise any
other right or remedy of Landlord hereunder (provided, however, that this clause
shall not be construed to grant Landlord the right to use those portions of the
Improvements which bear the Build-A-Bear Workshop Trade Name or the mark of
other intellectual property of Tenant). Landlord may execute any leases made
under this provision either in Landlord's name or in Tenant's name and shall be
entitled to all Rents from the use, operation or occupancy of the Premises or
improvements or both. Tenant shall nevertheless pay to Landlord on the due date
specified in this Lease the equivalent of all sums required of Tenant under this
Lease, plus Landlord's expenses, less the proceeds of any reletting or
attornment.

In addition to all other rights and remedies it may have, Landlord shall have
all the rights and remedies of a landlord under Section 1951.4 of the California
Civil Code. Landlord may do all things reasonably necessary for such reletting,
including completing shell and/or improvement

                                       15


construction, repairing, remodeling and renovating of the Site and/or the
Premises and Tenant shall reimburse Landlord on demand for all costs incurred by
Landlord in connection therewith If Landlord relets the Premises it shall apply
any sums received upon such reletting in the following order of priority: (i) to
the payment of any indebtedness other than Rent due hereunder from Tenant to
Landlord; (ii) to the payment of all costs incurred by Landlord in restoring the
Premises to good order and repair, or in completing construction of, remodeling,
renovating or otherwise preparing the Premises for reletting; (iii) to the
payment of all costs (including, without limitation, any brokerage commissions)
incurred by Landlord in reletting the Premises, and in fulfilling Landlord's
obligations with respect to such reletting (such as, by way of example,
providing services or utilities), (iv) to the payment of Rent (and any interest
thereon) due and unpaid hereunder; and (v) the balance, if any, to the payment
of future Rent as the same may become due hereunder. No act by or on behalf of
Landlord under this provision shall constitute a termination of this Lease
unless Landlord gives Tenant notice of termination. Notwithstanding any election
by Landlord not to terminate this Lease, Landlord may at any time thereafter
elect to terminate this Lease for any previous breach or default hereunder by
Tenant which remains uncured or for any subsequent breach or default.

                           (iv) Regardless of whether Landlord exercises (i),
(ii) or (iii) above, if Tenant fails to have Substantially Completed Tenant's
Work on or before the Outside Opening Date, Landlord may, at its option, at any
time and from time to time, enter upon the Site and the Premises and do whatever
is required to complete the same, including, but not limited to, taking
possession of all materials, plans, tools, fixtures, machines and other
equipment situated therein, and proceeding with all of Tenant's contracts, using
Tenant's contractors, and Landlord shall have no liability to Tenant for any
loss or damage resulting in any way from such action by Landlord, and Tenant
agrees to reimburse to Landlord, promptly upon demand, any expense incurred by
Landlord in taking such action, with interest thereon at the Applicable Rate, if
not so paid on demand.

         1.5.     Kick-out.


                  1.5.1. Notwithstanding anything contained herein, if Tenant
fails to achieve annual Gross Sales from the Premises of at least Three Million
Dollars ($3,000,000) (the "SALES THRESHOLD") during the third (3rd) full Lease
Year, Tenant shall have the one-time right to terminate this Lease upon ninety
(90) days prior written notice to Landlord. To be effective, such right must be
exercised by Tenant within ninety (90) days following the end of the third (3rd)
full Lease Year. Such termination right shall lapse and be of no farther force
and effect if notice of termination is not served in a timely manner. Such
notice of termination shall be accompanied by evidence, satisfactory to Landlord
of the amount of Gross Sales for the third (3rd) full Lease Year. If for any
reason Tenant is not open for business 365 days during such third (3rd) full
Lease Year, then the Sales Threshold shall be prorated for the number of days
Tenant is actually open for business during such time. If Tenant elects to
terminate the Lease pursuant to this Subsection 1.5.1, Tenant shall remain open
and operating in accordance with the terms and provisions of this Lease until
the date that is ninety (90) days from the date Landlord receives Tenant's
notice. On or before such date of termination, Tenant shall reimburse Landlord
for the unamortized portion of the Tenant Improvement Allowance (amortized on a
straight-line basis over eleven (11) years).





                                       16



                  1.5.2. Notwithstanding anything contained herein, if Tenant
fails to achieve the Sales Threshold during the third (3rd) full Lease Year,
Landlord shall have the one-time right to terminate this Lease upon at least one
hundred twenty (120) days prior written notice to Tenant. To be effective, such
right must be exercised by Landlord within one hundred twenty (120) days
following the end of the third (3rd) full Lease Year. Such termination right
shall lapse and be of no further force and effect if notice of termination is
not served in a timely manner. If for any reason Tenant is not open for business
365 days during such third (3rd) full Lease Year, then the Sales Threshold shall
be prorated for the number of days Tenant is actually open for business during
such time. If Landlord elects to terminate the Lease pursuant to this Subsection
1.5.2, Tenant shall remain open and operating in accordance with the terms and
provisions of this Lease until the date that is specified in Landlord's notice
to Tenant, which date shall not be earlier than one hundred twenty (120) days
from the date Tenant receives Landlord's notice. On or before such date of
termination, Landlord shall reimburse Tenant the difference between (i) the
unamortized value of Tenant's leasehold Improvements (based on Tenant's actual,
out-of-pocket costs verified by bona fide purchase receipts, bills of sale, or
other written evidence reasonably satisfactory to Landlord) (amortized using
straight-line amortization over an 11 year term) and (ii) $100,000 (which
represents a portion of the Tenant Improvement Allowance).


2.       CONSTRUCTION.

         2.1. Scope of Landlord's Work and Tenant's Work.


                  Landlord shall, at its sole cost and expense, design and
construct the work described on Exhibit D attached hereto as Landlord's Work
("LANDLORD'S WORK"). In addition, Landlord shall design and install (in
accordance with Landlord's standards and design criteria) an HVAC system,
together with one (1) shared, common area service elevator and one (1) public
guest elevator. The approximate location of the elevators is depicted on Exhibit
A. Tenant acknowledges and agrees that the design, construction and installation
of Landlord's Work, as well as the HVAC system and both elevators, shall be in
"as is" condition on the Turnover Date. Tenant shall, at its sole cost and
expense, design and construct the Improvements within and upon the Shell
Premises and install the Furnishings therein in accordance with the terms of
this Lease. Tenant acknowledges that the design and construction of the
Improvements is intended to be a unique, first class Build-A-Bear Workshop
specialty store of an exceptionally high quality which is consistent with a
theme park location, and that the Premises will be Tenant's flagship location in
the greater Los Angeles and Orange County area. Tenant shall spend approximately
$250 per square foot toward the Improvements and Furnishings. Tenant shall
provide Landlord upon execution of this Lease with a detailed breakdown, in form
reasonably acceptable to Landlord, of how it shall expend funds to design and
construct the Improvements. Landlord shall also have the right from time to time
and at any time, at its expense, to have an independent certified public
accountant selected by Landlord perform an audit or other review of all of
Tenant's books and records regarding the cost of constructing the Improvements
in order to verify the amount spent by Tenant; provided, however, that if such
audit or review discloses that Tenant has not complied with its obligations
under this Section 2.1 (within a five percent (5%) margin of error), then the
cost of such audit or review shall be paid by Tenant to Landlord, upon demand.
Landlord agrees to provide Tenant an allowance in the amount of up to   * toward
the Improvements (the "TENANT IMPROVEMENT ALLOWANCE"). The Tenant Improvement
Allowance shall be given to


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.

                                       17

Tenant in the form of a credit against Rent in accordance with the terms set
forth in the remainder of this Section. Provided that the TI Allowance
Conditions (defined below) have been met, Landlord shall grant Tenant a credit
against Rent up to the amount of    *   , which credit shall be calculated and
allocated as follows: (a) a credit against Minimum Rent in the amount of    *
for the first twelve (12) months of the Term only (commencing on the
Commencement Date); and (b) a credit against Percentage Rent (in the amount of
up to    *   on Gross Sales which exceed   *   ) but are less than    *  , for
the first twelve (12) months of the Term only (commencing on the Commencement
Date). There shall be no credit against Percentage Rent due on Gross Sales of  *
or more in any event, and such Percentage Rent shall be due and payable in
accordance with the terms of this Lease. In no event shall the Rent credit
described above extend beyond the  *   of the Term. For purposes of this Lease,
the "TI ALLOWANCE CONDITIONS" are as follows: (x) Tenant must provide Landlord
with properly executed lien waivers from all of its contractors and
subcontractors or, with respect to an existing lien, must bond over any such
lien; (y) Tenant must deliver bona-fide receipts or other underlying support
documentation reasonably acceptable to Landlord in connection with Tenant's
construction of the Improvements; and (z) Tenant must open for business and must
attain Project Completion (as defined in Section 2.12 below).

         2.2.     Plans, Specifications and Designs.

All plans, permits, specifications and designs prepared by, for, or on behalf of
Tenant for Tenant's Work and submitted to Landlord shall conform and be
consistent with the Specific Plan, the City of Anaheim General Plan, all Laws
(including ADA) and all other Project Requirements. Tenant's design of its
Improvements shall be strictly in accordance with the Tenant's Design and
Construction Standards and all other design guidelines promulgated from time to
time by Landlord in its sole and absolute discretion, and shall meet the Design
and Construction Schedule Requirements and Milestones. Landlord agrees that it
will not charge Tenant for Landlord's review of Tenant's design, provided that
Tenant does not submit multiple designs to Landlord (except in response to
Landlord's comments).

         2.3.     Commencement and Completion of Improvements and Furnishings.

                  2.3.1. Tenant shall commence construction of the Improvements
within the time frame set forth in the Design and Construction Schedule
Requirements and Milestones (the "OUTSIDE CONSTRUCTION COMMENCEMENT DATE"). All
of Tenant's construction shall be completed in accordance with the Tenant Design
and Construction Standards and all other construction guidelines promulgated
from time to time by Landlord in its sole and absolute discretion (provided that
such construction guidelines do not materially delay Tenant's Work and Landlord
gives Tenant advance notice thereof, and Landlord will use reasonable efforts to
give Tenant written notice thereof), and the Design and Construction Schedule
Requirements and Milestones.

                  2.3.2. If Tenant fails to commence construction by the Outside
Construction Commencement Date (subject to a day for day extension for any
Landlord Delay, Force Majeure, Taking or fire or other casualty), Landlord shall
have the right, at Landlord's sole option, at any time thereafter, but prior to
the actual commencement of construction, to terminate this Lease upon five (5)
Business Days' prior written notice to Tenant, whereupon all documents, plans
and


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       18

specifications for the proposed Improvements and Furnishings prepared by Tenant,
or any contractor, engineer, architect or agent of Tenant, shall be delivered to
(and title thereof shall be vested in) Landlord. In addition, whether or not
Landlord has elected to terminate this Lease, if Tenant fails to commence
construction by the Outside Construction Commencement Date, then, commencing on
and continuing until the earlier to occur of: (i) the date on which a new tenant
procured by Landlord has commenced paying rent to Landlord for the Premises (it
being understood, however, that nothing contained herein shall require Landlord
to find or attempt to find such a new tenant); or (ii) the date on which Tenant
commences construction (provided Tenant commences such construction prior to the
date on which Landlord has procured a replacement tenant for the Premises),
Tenant shall pay liquidated damages to Landlord to reimburse Landlord for the
damages that Landlord sustains as a result of Tenant not constructing and
operating the Improvements as aforesaid, in an amount equal to    *   of the
annual Minimum Rent payable by Tenant hereunder, prorated on a daily basis, per
day, which amount shall be paid monthly, in advance, on the first day of each
month commencing on the Outside Construction Commencement Date. The parties
acknowledge that it would be extremely difficult, if not possible, to ascertain
with certainty the lost Percentage Rent which might be sustained by Landlord due
to the failure to commence construction by the Outside Construction Commencement
Date, and, accordingly, the parties have agreed upon the liquidated damages set
forth in this Section as fair and reasonable compensation. The foregoing
liquidated damages provisions shall not be considered a penalty pursuant to
California Law.

Payment of the amounts described in the immediately preceding paragraph is not
intended as forfeiture or a penalty within the meaning of California Civil Code
Sections 3275, 3369, 3389 or similar authorities, but is intended to constitute
liquidated damages to Landlord in respect of lost percentage rent pursuant to
the requirements of California Civil Code Section 1671. By their respective
initials set forth below, Landlord and Tenant agree that the aforesaid amounts
are reasonable as liquidated damages from Tenant in respect to lost percentage
Rent for Tenant's failure to commence construction of the Improvements by the
Outside Construction Commencement Date.

/s/ MC                                              /s/ CH
- ------------------                                  --------------------
Tenant's Initials                                   Landlord's Initials

Tenant's obligations under this Section shall survive the termination of this
Lease. Tenant acknowledges and agrees that while the liquidated damages per day
payment will, in accordance with the provisions of this Section, cease if Tenant
commences the work after the Outside Construction Commencement Date (but prior
to Landlord having procured a replacement tenant for the Premises), none of the
deadlines established in this Lease (including, without limitation, the Outside
Opening Date) shall be extended by virtue of such failure of Tenant to commence
construction by such Outside Construction Commencement Date.

                  2.3.3. In addition to and not in limitation of the foregoing
rights and remedies available to Landlord in the event that Tenant fails to
commence construction by the Outside Construction Commencement Date or to open
for business by the Outside Opening Date as required under Section 1.4 (subject
to a day for day extension for any Landlord Delay, Force Majeure, Taking or fire
or other casualty), Tenant agrees that following termination of this Lease by
Landlord as a result of the failure to commence construction by the Outside
Construction


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       19


Commencement Date or failure to open for business by the Outside Opening Date,
neither Tenant nor any of Tenant's Affiliates may, either directly or indirectly
(whether through legal or beneficial means or otherwise) for a period of five
(5) years after the date of such termination, own, hold, develop, construct,
sponsor, manage, operate, lease, license, franchise or otherwise participate in
(whether in conjunction with a third party or otherwise) any Similar Business
within a ten (10) mile radius of THE DISNEYLAND RESORT(R) PROJECT. Tenant's
obligations under this Section shall survive the termination of this Lease.

                  2.3.4. Notwithstanding anything in Subsection 2.3.2 or 2.3.3
to the contrary, if Tenant did not commence construction on or before the
Outside Construction Commencement Date, but opens for business by the Outside
Opening Date, Landlord shall waive any penalties due under Subsection 2.3.2 and
2.3.3 above.

                  2.3.5. Once commenced, the construction of the Improvements
and installation of the Furnishings shall be prosecuted with due diligence and
continuity in strict accordance with the Contract Documents (subject to Landlord
Delay, Force Majeure, a Taking, fire or other casualty), so that the Premises
will be ready to be opened for business to the public not later than the Outside
Opening Date.

                  2.3.6. In the event of any delays or disruptions which would
result in a delay in Tenant completing Tenant's Work by such Outside Opening
Date (subject to a day for day extension for any Landlord Delay, Force Majeure,
Taking or fire or other casualty), Tenant shall take all necessary steps and
accelerate Tenant's Work in order to be open by such Outside Opening Date. All
costs associated with such acceleration (including, but not limited to, overtime
labor costs and extra costs for accelerated delivery of materials or the
Furnishings) shall be borne by Tenant.

         2.4.     Landlord's Approval of Architect, Contractor, Etc.; Copies of
                  Contracts.

The architects, engineers and consultants selected by Tenant for the design of
the Improvements, the general contractor selected by Tenant for the construction
of the Improvements and installation of the Furnishings and all subcontractors,
shall be licensed in the State of California and shall be subject to the prior
approval of Landlord, which approval may be granted or withheld in Landlord's
sole discretion. Landlord agrees that if Tenant submits a "short list" of
architects and contractors on or before June 25, 2001, Landlord will respond to
such "short list" on or before July 1, 2001. Tenant shall furnish to Landlord
copies of all contracts for any work in connection with the construction of the
Improvements and installation of the Furnishings (including, without limitation,
all contracts for the purchase of materials and supplies in connection
therewith).

         2.5.     Inspection.

Landlord shall have the right to inspect any of Tenant's Work at all times
during normal working hours and to maintain at the Premises for that purpose (at
its own expense) such architects, engineers and other technical persons as it
may deem necessary; provided, however, that Landlord shall not thereby assume
any responsibility for the proper performance of Tenant's Work in accordance
with the terms of this Lease, nor any liability arising from the improper

                                       20


performance thereof. In the event that Landlord, during any such inspection,
discovers any material or aesthetic deviation or defect in the construction of
the Improvements or the installation of the Furnishings, Landlord may promptly
notify Tenant and Tenant shall, as promptly as is reasonably possible, correct
the same.

         2.6.     Cessation of Work.

Tenant shall promptly notify Landlord of all construction schedules and
substantial changes therein. If there should at any time be a stoppage of any
work in excess of, or anticipated by Tenant to be in excess of, five (5)
consecutive days which is not commercially reasonable, Tenant shall, at
Landlord's option, be deemed to be in default hereunder.

         2.7.     Coordination.

                  2.7.1. Tenant recognizes that (a) DOWNTOWN DISNEY(R) is open
to the public during hours designated by Landlord in its sole and absolute
discretion, and (b) there may be other construction activities in the immediate
vicinity of the Site. Tenant shall comply with the Tenant Design and
Construction Standards and Landlord's Operating Conditions, Rules and
Regulations regarding access and coordination of Tenant's Work, and Tenant shall
coordinate Tenant's Work to assure that the performance of any of Tenant's Work
(and any other work (including, without limitation, repairs, maintenance and
replacements of or to the Improvements) performed by or on behalf of Tenant in
accordance with this Lease) does not materially disrupt or materially interfere
with activities or traffic at THE DISNEYLAND RESORT(R), and does not materially
disrupt or interfere with any other construction in the vicinity of the Site.
Prior to and during the performance of Tenant's Work, at Tenant's request,
Landlord will provide Tenant with a current schedule of the business hours for
DOWNTOWN DISNEY(R) and a schedule of any proposed Landlord construction
activities in the vicinity of the Premises so that Tenant can adjust its
schedule accordingly. Landlord may change the scope of or schedule of proposed
activities in the vicinity of the Premises from time to time without liability
to Tenant. Landlord may from time to time promulgate construction rules and
regulations concerning, among other things, the coordination, safety and
appearance of the Premises during construction activities, to which Tenant shall
be bound and with which Tenant shall comply.

                  2.7.2. Tenant agrees that it will not at any time prior to or
during the Term, either directly or indirectly employ any contractor,
subcontractor, mechanic or laborer, or permit any materials in the Premises or
the Project, if the use of such contractor, subcontractor, mechanic or laborer
or such materials would, in Landlord's sole and exclusive opinion, create any
difficulty, work slowdown, sabotage, strike or jurisdictional dispute with other
contractors, subcontractors, mechanics and/or laborers engaged by Tenant or
Landlord or others, or would in any way disturb the peaceful and harmonious
construction, maintenance, cleaning, repair, management, security or operation
of the Project or any part thereof. In the event of any interference or
conflict, Tenant, upon written or oral demand of Landlord or its agent, shall
cause all contractors, subcontractors, mechanics or laborers, or all materials
causing, in Landlord's sole and exclusive opinion, such interference, difficulty
or conflict, to leave or be removed from the Premises immediately. Tenant does
hereby agree to defend, save and hold Landlord harmless from any and all loss
arising thereby, including, without limitation, any reasonable attorneys' fees

                                       21


and disbursements and any claims made by contractors, subcontractors, mechanics
and/or laborers so precluded from having access to the Project.

                  2.7.3. Lay-Down Area. In order for Tenant to comply with the
Project Requirements, Landlord shall provide (free of charge to Tenant) a
lay-down area for Tenant's construction of its Improvements. Tenant acknowledges
and agrees that no parking will be provided for Tenant or its construction
workers in connection with Tenant's build-out of the Premises.

         2.8.     Quality of Work.

The quality of all materials and workmanship incorporated into the Improvements
and Furnishings (including, without limitation, repairs, maintenance and the
replacement of or to the Improvements) shall meet the Disney Standard, as
hereinafter defined, and shall be of an exceptionally high level consistent with
a theme park location.

         2.9.     Prerequisites to Commencement of Tenant's Work.

Before the commencement of any of Tenant's Work, Tenant shall satisfy all of the
following requirements:

                  2.9.1. Landlord shall have approved the Contract Documents in
writing as herein provided;

                  2.9.2. The Contract Documents are filed by Tenant (at Tenant's
sole cost and expense) with and approved by all applicable Governmental
Authorities having or claiming jurisdiction, and with any public utility
companies having an interest therein, if required by such utility companies, and
all necessary approvals and permits have been obtained by Tenant at Tenant's
sole cost and expense, and copies thereof delivered to Landlord;

                  2.9.3. If required by Landlord, Tenant shall, at Tenant's sole
cost and expense, erect and install a temporary enclosure approved by Landlord
in its sole discretion, which shall enclose the Site (or a portion thereof, as
determined by Landlord) during the performance of Tenant's Work, which may
include graphics including (i) a reference to DOWNTOWN DISNEY(R) satisfactory to
Landlord in its sole discretion with respect to size, color, graphics and all
other characteristics and (ii) such other graphics as are approved by Landlord
in its sole discretion. Such enclosure shall meet all state and local fire codes
and any standards required by Landlord's insurers, and shall otherwise comply
with the Operating Conditions. Tenant acknowledges that the windows in the
Premises currently have a display that prevents any view into the Premises, and
that such display shall remain in place until Tenant opens for business;

                  2.9.4. Tenant has obtained all necessary certificates,
licenses, permits, authorizations, consents and approvals from all applicable
Governmental Authorities;

                  2.9.5. Before entering upon the Site for performance of any of
Tenant's Work, Tenant shall furnish to Landlord a payment, performance and
completion bond in an amount reasonably satisfactory to Landlord, but not less
than the amount of Tenant's general contract for the completion of Tenant's
Work, and written by a surety company acceptable to Landlord,

                                       22


guaranteeing the full performance and completion of Tenant's Work, and payment
of all amounts in connection therewith, in accordance with this Lease and free
of all liens; and

                  2.9.6. Tenant shall provide Landlord with evidence that Tenant
has obtained all insurance required by this Lease, including, but not limited
to, builder's risk insurance.

         2.10. Compliance with Law.

At Tenant's sole cost and expense, Tenant shall comply with all Project
Requirements, Operating Conditions, Rules and Regulations, and all Laws of all
Governmental Authority (including any agreements entered into by Tenant or an
Affiliate of Tenant with the Department of Justice), with respect to the
Premises or any part or aspect thereof or any aspects of Tenant's construction
of the Improvements and installation of the Furnishings (including, without
limitation, maintenance and the replacement of or to the Improvements and
Furnishings) thereon, and with the requirements and regulations, if any, of any
public utilities, the insurance underwriter (Factory Mutual) or insurance
inspection bureau having or claiming jurisdiction, or any other body exercising
similar functions, and of all insurance companies then writing policies
maintained by Tenant or Landlord providing coverage to the Premises, or any part
thereof, and any provisions of Landlord's insurance coverage of which Landlord
has given Tenant written notice.

Tenant represents and guarantees to Landlord that the construction of the
Improvements (including, without limitation, repairs, maintenance, and
replacement of or to the Improvements) will be performed and completed in a good
and workmanlike manner and in accordance with the provisions of this Lease and
all applicable Laws (including, but not limited to, the Americans With
Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.), and the related
implementing regulations, codes, rules and accessibility guidelines, as such
acts and related regulations, codes, rules and guidelines may be amended from
time to time (collectively, the "ADA").

         2.11. Permits.

Tenant shall obtain any permits (including, but not limited to any applicable
permits from any of the agencies listed below having jurisdiction), licenses or
similar authorizations to design, develop, construct, occupy, operate or use any
buildings, improvements, fixtures and equipment forming a part of the Premises
(including, without limitation, those required by reason of any applicable
environmental Laws) other than in connection with Landlord's Work.
Notwithstanding the foregoing, Tenant shall not submit any applications to
obtain any permits (including, without limitation, demolition, grading and
building permits) or approvals from any governmental or quasi-governmental
agency, including, without limitation, South Coast Air Quality Management
District, Southern California Association of Governments, Regional Water Quality
Control Board, Orange County Flood District and the Orange County Health
Department without first submitting such applications to Landlord for Landlord's
review and approval, which shall be promptly granted or withheld in Landlord's
sole discretion. At Landlord's request, Tenant shall make such modifications to
any permit applications as Landlord reasonably requests. At Landlord's option,
Landlord may elect to obtain any or all permits and approvals from any or all of
the foregoing or other entities and agencies on Tenant's behalf and at Tenant's
expense. Tenant shall, if needed, acquire from Landlord or its Affiliate at
competitive rates any AQMD emission offsets if Landlord or its Affiliate
acquires such. Tenant shall bear the cost of

                                       23


complying with any requirements or conditions imposed by any of governmental or
quasi-governmental agencies and/or authorities in connection with the issuance
of any new permits or the modification of any existing permits in conjunction
with the construction and operation of the Premises.

         2.12.    Project Completion.

Tenant shall not be deemed to have "Completed" Tenant's Work until: (a) all
exterior and interior signs, furniture, fixtures, equipment, floor and wall
coverings, lighting, Merchandise, and all other items necessary to operate the
Premises as a first-class Build-A-Bear Workshop specialty retail store have been
completed, installed and delivered to the Premises; (b) a certificate of
occupancy and all other required licenses and permits have been issued by the
appropriate Governmental Authorities for the Premises; and (c) Tenant has
provided Landlord with copies of all of the foregoing documents. Tenant shall be
deemed to have attained "PROJECT COMPLETION" (herein so called) of Tenant's Work
once Tenant's Work has been Completed.

         2.13.    Evidence of Project Completion.

Upon Tenant's Project Completion in accordance with the approved Contract
Documents, Tenant shall procure and provide Landlord, to the satisfaction of
Landlord in its sole and absolute discretion, with copies of: (i) a temporary
certificate of occupancy from the appropriate governmental and
quasi-governmental authorities verifying the Project Completion thereof as
aforesaid; (ii) a certificate from Tenant's architect in charge of Tenant's Work
verifying that Tenant's Work has been so completed, and (iii) a detailed cost
breakdown of all funds expended on the design and construction of the
Improvements and installation of the Furnishings, in form reasonably acceptable
to Landlord. The issuance of the foregoing shall not be deemed to relieve Tenant
of its obligation under the terms of this Lease to complete any and all such
work in accordance with the Contract Documents. Tenant shall deliver a final
certificate of occupancy from the appropriate governmental and
quasi-governmental authorities upon it being issued.

         2.14.    Cost of Construction.

As soon as practicable after the Project Completion but no later than sixty (60)
days after the opening of the Premises to the public, Tenant shall deliver to
Landlord a written certification and affidavit: (i) setting forth the total cost
to complete Tenant's Work, including architectural, engineering, legal and other
professional fees and costs, and the costs of all Furnishings and supplies
purchased and installed by Tenant to initially operate the Premises; and (ii)
stating that the Premises are free and clear of all liens and encumbrances.

         2.15.    Removal of Trash.

Tenant shall, at its sole cost and expense, promptly remove from the Premises
all trash and other rubbish which may accumulate in connection with any
construction work (or any other activities) by or on behalf of Tenant in such
manner as prescribed by Landlord.

                                       24


         2.16.    Project Schedules.

Tenant shall provide project scheduling based upon the Design and Construction
Schedule Requirements and Milestones. The Design and Construction Schedule and
Milestones will serve as an essential measurement of Tenant's compliance with
the terms of the Lease.

Tenant shall, based upon electronic templates provided by Landlord, provide a
project schedule which incorporates a schedule of design submittals, a materials
procurement schedule and a construction activities schedule. The project
schedule shall fully integrate the work of all designers, contractors,
subcontractors and major suppliers. Tenant shall submit the initial project
schedule to Landlord within 21 calendar days of Lease signing. The schedule
shall employ the Critical Path Method in development and maintenance of the
schedule in Precedence Diagram Mode. The CPM network shall incorporate activity
descriptions, sequence, logic relationships, duration estimates and resource
loading. Tenant shall not use any "float suppression" techniques in preparing
the schedule, such as preferential sequencing or logic, special lead/lag
constraints or over-estimating activity durations. Time units for all schedules
shall be in work days, and no construction activity scheduled to commence within
60 days of the data date shall have a duration greater than 5 work days.
Construction activities scheduled to start more than 60 days from the data date
shall not have a duration exceeding 20 days. Tenant shall provide all data files
to Landlord electronically.

Upon first acceptance by Landlord, the project schedule shall become the
"Baseline Schedule" against which all subsequent schedule updates shall be made,
and against which Tenant shall report progress and variances and by which
Landlord will monitor Tenant's compliance with Lease requirements and Design and
Construction Schedule Requirements and Milestones. Landlord and Tenant will
conduct bi-weekly reviews of the progress of Tenant's Work and compare that
progress to the agreed project schedule. This review will include actual
activity start and completion dates and related variances, forecast activity
start and completion dates and related variances and progress of all activities
under way at the time of the review. Landlord and Tenant will conduct monthly
schedule reviews to determine planned versus actual progress to date, compliance
with Lease submittal requirements, Design and Construction Schedule Requirements
and Milestones and any changes to the work plan or implementation required to
comply with the project schedule.

Tenant shall prepare professional quality presentations of all scheduling and
sequencing information and as may be required to communicate its proposed work
plans in restricted areas or to implement its coordination obligations under
this Lease.

         2.17.    Aesthetic Aspects and Visual Art.

Tenant shall work with Landlord (at Tenant's sole cost and expense) during all
phases of design development to ensure that the Aesthetic Aspects of the
Premises are consistent with the overall architectural scheme and designs of
DOWNTOWN DISNEY(R). Tenant acknowledges and agrees that Landlord requires that
the Premises not contain any works of "Visual art" (as such term is defined or
contemplated in 17 U.S.C. Sections 106A, 113 or successor statutes or similar
Law) without Landlord's prior consent in Landlord's sole and absolute
discretion. If Landlord does consent to the installation or placement of any
such work in or upon the Premises, Tenant shall,

                                       25


prior to any such installation or placement, obtain from all artists and
creators of such work, to the fullest extent permitted by Law, a full and
complete acknowledgment and assignment (or waiver, in the event assignment is
not possible) in favor of Landlord and Tenant (and their respective successors
and assigns) of the benefits of any provision of law known as "droit moral,"
"moral rights" or similar law, to the effect that such artists and creators
acknowledge and agree that such installation or placement may subject such work
of visual art to destruction, distortion, mutilation or other modification by
reason of its removal from the Premises at a later date or otherwise, and such
acknowledgment and waiver shall otherwise be in form and substance satisfactory
to Landlord in its sole discretion.

         2.18. Landlord Approval.

Landlord acknowledges that the plan approval process set forth in this Article 2
requires the cooperation of Landlord in expediting Landlord's review of and
comments on proposed plans. Accordingly, Landlord agrees to exercise reasonable
efforts to respond to Tenant's submittals, as soon as reasonably practicable,
from receipt. Landlord's approval hereunder of any plans (including, without
limitation, the Contract Documents and any future alterations, modifications or
additions thereto) shall not be construed as approval of the safety or
structural adequacy of the improvements detailed therein or their conformity to
sound architectural or engineering standards or practices or to any applicable
building codes or other legal requirements, it being understood and agreed that,
as between Landlord and Tenant, Tenant shall be solely responsible for such
matters and Tenant shall hold Landlord and Landlord's Affiliates harmless from
all claims and liabilities arising therefrom. Any of Tenant's Work which does
not conform to the Contract Documents approved by Landlord and all applicable
Laws shall, if so required by Landlord or by Law, be removed or reconstructed by
Tenant at Tenant's cost.

         2.19.    Ownership of Plans; Exclusive Rights to Design; Ownership of
                  Improvements.

Landlord shall be furnished with a complete set of "as-built" drawings upon the
Project Completion of Tenant's Work. Landlord shall be deemed the owner of the
Contract Documents and all designs of the Improvements, as well as any additions
or modifications thereto; provided, however, that nothing in this Section shall
be construed to grant Landlord the right to use the Build-A-Bear Workshop Trade
Name, trade mark or other intellectual property owned by Tenant. Such ownership
rights shall not, however, be deemed to subject Landlord to any responsibility
for the safety or adequacy of such plans or to any liability in the event such
plans, or the design represented thereby, are deficient in any manner. Tenant
shall not be entitled to utilize such plans or replicate the design and/or
appearance of the Improvements to be constructed on the Site, at any location
other than the Site, unless Landlord expressly consents in writing to such use,
which consent Landlord may be granted or withheld in Landlord's sole discretion.
Tenant shall be deemed the owner of the Improvements during the Term, and upon
the expiration or sooner termination of this Lease, all right, title and
interest in, to and under the Improvements shall thereupon vest in Landlord
pursuant to the terms of this Lease.

         2.20.    Furnishings.

Tenant shall, at its own cost and expense and in accordance with the Contract
Documents, procure and install the Furnishings within or upon the Improvements.
Tenant shall be deemed the

                                       26


owner of the Furnishings during the Term, and upon the expiration or sooner
termination of this Lease, all right, title and interest in, to and under that
portion of the Furnishings which constitute non-trade fixtures shall thereupon
vest in Landlord pursuant to the provisions of this Lease.

         2.21.    Expansion of Premises.

Subject to the provisions of Section 11.1, nothing in this Lease shall be deemed
to authorize Tenant to renovate, alter or expand the Premises, following its
completion, it being understood that Tenant may do so only with the prior
written approval of Landlord, which approval Landlord may withhold in its sole
discretion.

         2.22.    Signage and Logos.

                  2.22.1. Approval. All permitted signage and advertising
identifying or otherwise mentioning the Premises, and the use of Landlord's
logos, Tenant's Logos and/or of Tenant's name in signage and advertising, shall
be subject to Landlord's approval, in Landlord's sole discretion. To the extent
that Landlord's guidelines regarding use of logos and/or advertising, which may
be distributed by Landlord from time to time, address such usage, and Tenant's
proposed use complies with Landlord's guidelines, Landlord's approval shall not
be unreasonably withheld. Tenant shall submit to Landlord for Landlord's
approval the relative size of the constituent elements of, and the location,
design and style of lettering and colors in all signage and in all advertising
and promotional materials; the proximity to Tenant's name, and the relative size
of any other name, logo, symbol or other thing, which may be desired to be
included by Tenant.

                  2.22.2. Additional Signage. Except as approved by Landlord as
part of the Contract Documents and except for small, professionally prepared
interior signs identifying a product for sales, Tenant may not erect or display
any permanent or temporary exterior or interior signage, banners, displays,
announcements or logos without the prior written consent of Landlord, which
consent may be withheld by Landlord in its sole discretion. Landlord reserves
the right to require Tenant to remove any such small interior signs which
Landlord determines, in its sole discretion, to be inconsistent with the Disney
Standard or other than in good quality or taste.

                  2.22.3. Trademark Registration. All signage and all uses of
Tenant's name by Landlord as permitted elsewhere herein, shall incorporate the
lettering style of Tenant's federal trademark registration as shown on Exhibit E
attached hereto.

3.       RENT.

         3.1.     Minimum Rent.

Commencing on the Commencement Date, and subject to the provisions for the
Tenant Improvement Allowance in Section 2.1 hereof, Tenant shall pay to Landlord
each Lease Year (as such term is hereinafter defined), and Tenant covenants and
agrees that Tenant will pay to Landlord during the Term, at the address
specified in this Lease for the giving of notices to Landlord or at such other
place as Landlord may specify, without any right of set-off, deduction,

                                       27

counterclaim, suspension of abatement, and without any prior notice or demand,
the amount of   *   ("MINIMUM RENT").

                  3.1.1. The aforesaid Minimum Rent shall be due and payable in
monthly installments, each in the amount equal to one-twelfth (1/12) of the
Minimum Rent for each Lease Year and shall be prorated for the time period
between the Commencement Date and the commencement of the next Lease Year. Each
such installment shall be due and payable, in advance, on or before the first
(1st) day of each month of the Term, commencing on the Commencement Date. If the
Commencement Date occurs on a day other than on the first (1st) day of the month
in which such date falls, such installment of Minimum Rent shall be prorated
based upon the actual number of days in such month.

                  3.1.2. Commencing with the second Lease Year and commencing on
the first day of each succeeding Lease Year (each, a "Rent Adjustment Date"),
the Minimum Rent payable by Tenant shall be adjusted to be that product (which
shall in no event be less than the Minimum Rent payable for the preceding Lease
Year), which is derived by multiplying the Minimum Rent payable for the previous
Lease Year by a fraction, the numerator of which shall be the Index (as defined
below) in effect for the month of August in the previous Lease Year and the
denominator of which shall be the Index in effect for (i) the month of August,
2001 in the case of the first Rent Adjustment Date or (ii) the month of August
prior to the preceding Rent Adjustment Date in the case of the second Rent
Adjustment Date and each succeeding Rent Adjustment Date. Notwithstanding
anything to the contrary in the foregoing, in no event shall the Minimum Rent in
any Lease Year exceed   *   of the Minimum Rent for the previous Lease Year. The
term "INDEX", as used herein, shall mean the Consumer Price Index for All Urban
Consumers, published by the Bureau of Labor Statistics of the U.S. Department of
Labor for Los Angeles-Anaheim-Riverside, California, all items (1982-84=100)
("CPI"); provided, however, that if the CPI described above shall be
discontinued, the Index shall be the index of consumer prices in the U.S. most
closely comparable to the discontinued Index, after making such adjustments in
items included or method of computation as may be prescribed by the agency
publishing the same, or as otherwise may be required to compensate for changes
subsequent to the Commencement Date. In the event a comparable substitute index
is not available, then the price index used in making the CPI-based adjustments
provided for in this Lease shall be the successor thereto, compiled and
published by an agency of the United States government, which determines the
purchasing power of the dollar. If Landlord determines that there is no such
index compiled and published by an agency of the United States government, then
a nationally recognized firm of independent certified public accountants
designated by Landlord shall select a successor price index, government or
private, which best reflects changes in the purchasing power of the dollar, and
the decision of said accountants in selecting such successor price index to be
used hereunder shall be final and binding upon the parties. Landlord shall pay
the fees of said accountants payable in respect of their selection of such
successor price index. In the event the base reference year used in computing
the CPI is changed during the Term, the 1982-84 = 100 index published
concurrently by the Bureau of Labor Statistics shall continue to be used in the
calculation of adjustments hereunder; provided, however, that in the event the
Bureau of Labor Statistics ceases to currently publish the 1982-84 index, then
the adjustments provided for in this Lease shall be calculated based upon the
new base year index, and in such event Landlord shall apply a conversion factor
to such new index for the purpose of making such new index as comparable as
practicable with the prior base year index. Such conversion factor shall be


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       28


obtained from the Bureau of Labor Statistics if in fact the Bureau publishes
such a conversion factor; otherwise a nationally recognized firm of certified
public accountants designated by Landlord shall select a conversion factor.

         3.2.     Percentage Rent.

                  3.2.1. In addition to Minimum. Rent Commencing as of the
Commencement Date, and subject to the provisions for the Tenant Improvement
Allowance in Section 2.1 hereof, Tenant shall pay to Landlord, and Tenant
covenants and agrees that Tenant will pay to Landlord during the Term, at the
address specified in this Lease for the payment of Minimum rent hereunder or at
such other place as Landlord may specify, without any right of set-off,
deduction, counter-claim, suspension or abatement (except as otherwise expressly
provided in this Lease to the contrary), and without any prior notice or demand
the sum of (i)   *   of its annual Gross Sales which exceed   *   but are less
than    *   , (ii) *  of its annual Gross Sales which exceed    *   but are less
than    *   and (iii)    *   of its annual Gross Sales in excess of    *   . The
foregoing is collectively referred to herein as "PERCENTAGE RENT". If Gross
Sales for the then current Lease Year through the end of any month exceeds  * ,
Tenant shall pay to Landlord as Percentage Rent, on or before the fifteenth
(15th) day of the succeeding calendar month, the product of the amount by which
Gross Sales exceeds   *   , multiplied by the applicable Percentage Rent rate
above, less any Percentage Rent payments previously paid by Tenant to Landlord
for such Lease Year during the Term and continuing through that month
immediately following the date in which the Expiration Date occurs. For the
period between the Commencement Date through the next following September 30,
Percentage Rent shall be prorated based on the actual number of days in such
period. To calculate Percentage Rent for such period, Tenant shall calculate the
Percentage Rent that would be due Landlord for the 12-month period following the
Commencement Date, and such amount shall be divided by 365, and the resulting
number shall be multiplied by the actual number of days in the period beginning
on the Commencement Date and ending on September 30 of the same year. Tenant
shall pay such Percentage Rent (if any) on or before the fifteenth (15th) day of
the month succeeding the month in which such 12-month period terminates.

                  3.2.2. On or before the fifteenth (15th) day of each month
during the Term (including that month immediately following the date in which
the Expiration Date occurs), Tenant shall prepare and deliver to Landlord at the
place designated by Landlord a statement of Gross Sales made during the
preceding month, certified to be true and correct by the chief financial officer
of Tenant or other duly authorized officer of Tenant, together with a copy of
Tenant's monthly sales tax report for such Lease Period submitted to the State
of California, Franchise Tax Board or Department of Revenue. In addition, within
thirty (30) days after the expiration of each Lease Year (including the period
between the Commencement Date and the commencement of the next Lease Year) and
within thirty (30) days after the Expiration Date, Tenant shall prepare and
deliver to Landlord at the place designated by Landlord a statement of Gross
Sales made and sales tax paid during the preceding Lease Year, certified to be
true and correct by Tenant's chief financial officer, as well as a copy of the
sales tax return submitted by Tenant. All such monthly and annual statements
shall be in such form and shall contain such data as Landlord may reasonably
require. If the annual certified statement indicates that the Percentage Rent
for the subject Lease Year theretofore paid by Tenant is less than the
Percentage

* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       29


Rent which was due and payable, then Tenant shall pay the amount of such
underpayment along with its submission of its annual statement. If the annual
statement indicates that the Percentage Rent for the subject Lease Year
theretofore paid by Tenant was in excess of the Percentage Rent which was due
and payable, then the amount of such excess shall be credited towards the next
installment(s) of Rent due, unless the Term shall have expired or been sooner
terminated, in which event the amount of such excess shall be refunded to Tenant
(after deducting therefrom any amounts owed by Tenant to Landlord); provided,
however, that in no event shall Landlord receive and retain less than the annual
Minimum Rent herein specified (subject to Tenant's right to receive the Tenant
Improvement Allowance pursuant to the provisions of Section 2.1)

                  3.2.3. Tenant's point of sale system shall be reasonably
acceptable to Landlord. Such point of sale system shall be compatible with
Landlord's computer system so that Landlord may retrieve data regarding Tenant's
sales directly through such means on an as desired basis.

                  3.2.4. In addition, Tenant shall submit an unaudited daily
report of Gross Sales (including exclusions thereto). Such count shall be
telecopied daily in writing to such person or persons as Landlord may designate
from time to time.

         3.3.     Required Records.

                  3.3.1. Tenant shall at all times during the Term keep and
maintain (in accordance with generally accepted accounting principles as are at
the time applicable and otherwise consistently applied ("GAAP") and separately
from any of its other books, records and accounts) accurate, complete and
up-to-date books and records pertaining to all operations at or with respect to
the Premises, including books of account reflecting all Gross Sales and all
matters referred to in this Lease (collectively, "BOOKS AND RECORDS").

                  3.3.2. Tenant shall record all sales and other transactions
at the time each sale is made, whether for cash, credit or otherwise, in a
non-resettable cash register or registers that contain locked-in cumulative
tapes or electronically produced records with cumulative capacity and such other
features as shall be acceptable to Landlord. The Books and Records shall
include, without limitation: (i) daily electronically produced records or daily
dated register tapes and serially numbered sales slips; (ii) settlement report
sheets of transactions with any permitted subtenants, concessionaires, and
licensees; (iii) electronic, mail or telephone orders; (iv) records showing that
any goods returned by guests was purchased by such guests at or through the
Premises; (v) duplicate bank deposit slips and bank statements; and (vi) such
other records as normally would be required to be kept for the purpose of
examination or audit of Gross Sales by an independent accountant in accordance
with generally accepted auditing standards.

                  3.3.3. Landlord and its employees, agents or representatives
shall have, at all times during normal business hours, complete access to all
Books and Records. The Books and Records shall be kept at Tenant's principal
address (which is set forth in Section 24.7 hereof) or such other place
acceptable to Landlord. Upon at least 24 hours' prior written notice, Landlord
shall have the right to cause its own or an independent audit of the Books and
Records to be made at any time, at Landlord's cost and expense. Such right of
inspection and audit may be exercised by Landlord at any time within three (3)
years after the end of the Lease Year to which such Books and Records relate,
and Tenant shall maintain all Books and Records for at least such

                                       30


period of time and, if any dispute between the parties with respect to this
Lease has arisen and remains unresolved at the expiration of such period of
time, for such further period of time until the final resolution of such
dispute. Further, each lease or concession agreement or other agreement entered
into by Tenant with a permitted subtenant, concessionaire, licensee or other
person or entity shall contain a provision pursuant to which Landlord is granted
the same rights with respect to the books and records to be maintained as
aforesaid, which provisions Tenant shall use its best efforts to enforce (at
Tenant's sole cost and expense).

                  3.3.4. If, upon any examination by Landlord or its employees,
agents or representatives of the Books and Records, an error shall be revealed
which results in there being due to Landlord Additional Rent of any nature, all
Rent calculations prior to the date such discovery is made shall be reviewed
(whether or not such Rent has been audited pursuant to this Section) and the
amount of any overpayment or underpayment of Rent which may be disclosed by such
review, together with interest accrued thereon from the date on which such
underpayment or overpayment was made until the amount thereof is paid or
credited at the Applicable Rate, during such period, shall, in the case of an
underpayment, be paid by Tenant to Landlord upon demand, or, in the case of an
overpayment, be credited to the next installment or installments of Rent falling
due (or, if this Lease shall have expired or been sooner terminated other than
by reason of Tenant's default, be repaid by Landlord to Tenant after deducting
therefrom any amount owed by Tenant to Landlord). If such error results in there
being due to Landlord Additional Rent for any Lease Year in an amount equal to
or exceeding three percent (3%) of the Rent theretofore paid by Tenant in
respect of such Lease Year, then the cost of the examination revealing such
error shall also be paid by Tenant to Landlord, upon demand. In addition, if
such error is due to fraud or gross negligence on the part of Tenant or its
agents, accountants or employees, then the same shall be deemed an incurable
event of default and shall permit Landlord, in addition to all its other rights
and remedies under this Lease due to an event of default, to terminate this
Lease.

         3.4.     Payments of Rent.

                  3.4.1. All sums of money, other than Minimum Rent and
Percentage Rent, which may be due or payable by Tenant to Landlord under this
Lease (whether contingent or fixed), including any amounts, taxes, fees,
charges, insurance obligations, costs, expenses, obligations, assessments,
payments, disbursements or reimbursements whatsoever payable by, attributable to
or the responsibility of Tenant, are intended and shall be deemed "ADDITIONAL
RENT" for all purposes. Tenant shall pay to Landlord, as "RENT" (herein so
called) hereunder, a combination of Minimum Base Rent, Percentage Rent, and
Additional Rent as specified hereunder (subject to the provisions for the Tenant
Improvement Allowance in Section 2.1 hereof). All such payments of Rent shall be
made in lawful money of the United States of America, without any prior demand
by Landlord and without any deduction or set-off, at the time, in the manner and
in the amounts hereinafter specified by check payable to Landlord mailed or
delivered to Landlord at the address hereinafter specified. All such amounts,
and any and all other amounts which are attributable to, payable by or the
responsibility of Tenant under this Lease, shall constitute "rent" within the
meaning of California Civil Code Section 1951(a).

                  3.4.2. All payments of Rent due under this Lease shall be made
by check (in current legal tender of the United States as the same is by Law
constituted at the time of such

                                       31


payment) and drawn upon a United States bank or other financial institution;
provided, however, that if an Event of Default shall exist, if any check is
returned because of insufficient funds, or if two or more payments of Rent are
not paid when due in any Lease Year, then Landlord shall have the right, in its
sole and absolute discretion, to require all future installments of Rent
payments be by: (i) wire transfer via the Federal Reserve to an account or
accounts designated by Landlord; (ii) certified or cashier's check; or (iii)
some other method as Landlord may otherwise direct. If any check is returned
because of insufficient funds it shall be deemed that Rent was not received when
due and such payment shall be subject to all penalties and interest provided in
this Lease for a late payment. Any extension, indulgence or change by Landlord
in the mode or time of payment of Rent on any occasion shall not be construed as
a waiver of any provision of this Lease, or as requiring or granting a similar
extension, indulgence or change by Landlord upon any subsequent occasion. No
writing, communication or circumstance of any kind which accompanies or which is
given or transmitted in connection with any payment made or to be made by Tenant
to Landlord shall effect or cause any accord, satisfaction, release or waiver of
any kind against Landlord.

                  3.4.3. Tenant shall pay as a late charge an amount equal to
five percent (5%) of any installment or amount of Rent not paid when due. In
addition, any such late installment or amount shall bear interest at the
Applicable Rate from the date due until paid in full.

                  3.4.4. The obligation to pay all Rent reserved herein, which
is due but unpaid as of the expiration or sooner termination of this Lease,
shall survive the expiration or sooner termination of this Lease.

                  3.4.5. The parties intend that all Minimum Rent and Percentage
Rent received by Landlord shall be entirely net of any costs and expenses
incurred in connection with the Premises, whether ordinary or extraordinary,
whether foreseen or unforeseen, including, without limitation, utilities,
operating costs, changes in Laws, labor and overhead, Taxes and Assessments,
insurance, repairs and maintenance except as provided otherwise in this Lease.

                  3.4.6. All payments due under this Lease shall be mailed to
such mailing address as Landlord may from time to time designate by notice to
Tenant. Any extension, indulgence or change by Landlord in the mode or time of
payment of Rent, or any sum due to Landlord hereunder on any occasion shall not
be construed as a waiver of any provision of this Lease, or as requiring or
granting a similar extension, indulgence or change by Landlord upon any
subsequent occasion. The subsequent acceptance by Landlord of any payment owed
by Tenant to Landlord under the Lease or the payment of Rent by Tenant shall not
be deemed to be a waiver of any preceding breach by Tenant of any term,
covenant, agreement, condition or provision of the Lease, other than the failure
of Tenant to make the specific payment so accepted by Landlord, regardless of
Landlord's or Tenant's knowledge of such preceding breach at the time of the
making or acceptance of such payment.

         3.5.     No Abatement of Rent.

No abatement, diminution or reduction of Rent, charges or other compensation
shall be allowed to Tenant or any person claiming under Tenant, and no
abatement, diminution or reduction of Tenant's other obligations hereunder shall
be allowed to Tenant, under any circumstances

                                       32


whatsoever including, without limitation, inconvenience, discomfort,
interruption of business or otherwise by virtue of, or arising out of: (i) any
taking of any portion of the Premises; (ii) the making of alterations, changes,
additions, improvements or repairs to the Premises; (iii) any present or future
Laws; (iv) restoration of the Premises after damage, destruction or partial
condemnation; or (v) any other cause or occurrence.

         3.6.     No Representation as to Amount of Gross Sales.

It is understood and agreed that there has been no promise, guaranty,
representation or warranty of any kind whatsoever made by Landlord or any of its
employees, agents or representatives as to the success or failure of the
business to be conducted within the Premises, including, without limitation, the
minimum or maximum amount of Gross Sales which may or shall be made in the
Premises during any Lease Year during the Term.

         3.7.     Tax on Rent.

In addition to the Minimum Base Rent and Percentage Rent and any other sums or
amounts required to be paid by Tenant to Landlord or on Landlord's behalf
pursuant to the provisions of this Lease, Tenant shall also be responsible for
and shall pay the amount of any applicable sales, use, excise or personal
property taxes, charges, rates, duties or license fees with respect to Tenant's
payment of Rent under this Lease or assessed against or levied upon any of the
Furnishings, plus any tax measured by gross rentals received from the Premises,
whether the same be levied, imposed or assessed by the State of California or
any other federal, state, county or municipal governmental or quasi-governmental
entity or agency. To the extent possible, Tenant shall cause such taxes to be
billed separately from any such taxes billed to Landlord. If at any time during
the term of the Lease there shall be levied, assessed or imposed on Landlord,
the Premises or the Site by any governmental or quasi-governmental entity, any
general or special, ad valorem or specific excised capital levy or other taxes,
assessments, levies, or charges on the payments received by Landlord under this
Lease and/or any license fee, excise or franchise tax measured by or based, in
whole or in part, upon such payments, or taxes based directly or indirectly upon
the transaction represented by this Lease, and/or any occupancy, use, per capita
or other taxes, based directly or indirectly upon the use or occupancy of the
Premises, then all such amounts shall be and become the responsibility of Tenant
and shall be deemed Rent hereunder. If a separate bill is not issued, any such
sales, use or excise taxes shall be paid by Tenant to Landlord, as additional
Rent, at the same time that each of the Minimum Base Rent and Percentage Rent,
or any other sum or amount with respect to which such taxes are paid by Tenant
to Landlord. Tenant shall be liable at its sole cost and expense for, and
Landlord shall have no liability in respect of, any sales, use or similar tax
(including, without limitation, any and all related or attendant taxes, such as
"local option" taxes, etc.) with respect to any and all Rent. Tenant shall
indemnify and hold Landlord harmless from and against any loss, cost, expense,
liability or obligation which might arise in connection with any such taxes. At
Landlord's request, Tenant shall pay any and all of such taxes to Landlord for
remittance to the appropriate Governmental Authority.

                                       33


4.       USE; OPERATION.

         4.1.     Use.

                  4.1.1. As a material inducement to Landlord to enter into this
Lease, subject to the Project Requirements, Operating Conditions, Rules and
Regulations and standards imposed upon Tenant in this Lease, and subject to
Landlord's approval in Landlord's sole discretion, Tenant shall continuously use
and operate the Premises throughout the Term hereof exclusively as a first-class
Build-A-Bear Workshop specialty retail store offering the display, assembly and
sale at retail of make-it-yourself plush teddy bears and other plush animals,
together with related accessories for such make-it-yourself plush teddy bears
and animals. Incidental to the sale of make-it-yourself plush teddy bears and
animals, Tenant may offer for sale apparel designed and produced exclusively for
Tenant and such other items as are sold in the majority of Tenant's  other
stores, all of which incidental uses shall occupy less than   *  of the sales
area of the Premises. The foregoing shall be deemed the "PERMITTED USE". The
Premises shall be used for the Permitted Use and for no other purpose, and
utilizing no name other than Build-A-Bear Workshop (or such other name as is
used for substantially all other locations of Tenant which have the same
operation as the Permitted Use), unless otherwise approved in writing by
Landlord in Landlord's sole discretion. The Premises shall be used and operated
as aforesaid without interruption, except as otherwise expressly permitted
herein and except for reasonable interruptions in respect of portions
(substantially less than all) of the Premises for reasonable periods for
repairs, renovations, replacements and rebuilding that is pre-approved in
writing by Landlord as to the proposed work and the date and time when such work
will be performed. Except as otherwise provided herein, there will be no
discontinuance or change in use without the prior written consent of Landlord,
which consent Landlord may withhold in its sole discretion.

                  4.1.2. Tenant shall continuously use and operate the Premises
in strict conformity with the terms of this Lease (including, without
limitation, the Disney Standard and the Operating Conditions, Rules and
Regulations), and for no other use or purpose of any kind or nature whatsoever.
Tenant shall immediately remove and withdraw from sale any goods or services
which may be found objectionable (as determined in Landlord's sole discretion)
to the public welfare and/or Landlord following receipt of written notification
thereof from Landlord.

                  4.1.3. Landlord shall have the right to approve, in its sole
discretion and on a case-by-case basis, the design and quality of all
Merchandise prior to its display and sale in the Premises, including, without
limitation, theming, size, packaging, appearance, quality, quantity and
appropriateness; provided, however, that nothing contained in this sentence
shall relieve Tenant of its obligations to insure that any Merchandise sold or
offered for sale in the Premises is in compliance with applicable Laws and the
provisions of this Lease. Landlord reserves the right to require Tenant to
remove any items displayed or offered for sale in the Premises which Landlord
determines, in its sole discretion, to be inconsistent with the Disney Standard
or other than in good quality or taste.

                   4.1.4. Tenant shall not use or occupy the Premises (or any
 portion thereof), or permit the Premises (or any portion thereof) to be used or
 occupied in violation of any Law, or in any manner which would violate any
 certificate of occupancy with respect to the Premises, which


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       34


would cause or would be likely to cause damage to the Premises, which would
constitute a public or private nuisance, which would increase the premium cost
of, or invalidate, any insurance policy in force with respect to the Premises,
or which may be deemed by Landlord in its sole judgment as disreputable, immoral
or hazardous. Tenant shall continuously use the Premises and keep the Premises
occupied at all times during the Term, and Tenant shall not abandon, vacate or
cease to use the Premises during the Term. Tenant shall not use or permit the
Premises to be used by the public, as such, without restriction or in a manner
as might tend to impair Landlord's title to, or its reversionary interest in,
the Premises, or in a manner which might make possible a claim or claims of
adverse usage or adverse possession by the public, as such, or of implied
dedication of the Premises or any portion thereof.

                  4.1.5. Updating Facilities. Tenant shall contribute such sums
as Landlord may require from time to time  *  , to update and remodel the decor
and Furnishings in the Premises to insure that at all times, the interior
appearance, decor, and Furnishings are of a quality, character, topicality, and
diversity (i) equal or better to the three (3) newest facilities of Tenant that
have the same (or similar) name, theme or content that may hereafter be opened
throughout the world from time to time and/or (ii) if Tenant has not opened any
new facilities, then equal to the then current standards of DOWNTOWN DISNEY(R)
and THE DISNEYLAND RESORT(R) PROJECT. All such changes and alterations shall be
subject to Landlord's approval, which Landlord may grant or withhold in
Landlord's sole discretion. If and to the extent that any such new facilities
opened after Tenant's Work is completed, feature new or different features,
exhibits or characteristics (collectively "CHANGES"), at Landlord's request and
subject to Landlord's approval, which Landlord may grant or withhold in
Landlord's sole discretion, and provided it is not physically impossible to
accommodate such Changes within the Improvements, Tenant shall incorporate any
or all of such Changes within the Improvements within a reasonable period of
time after receiving Landlord's request.

                  4.1.6. Restriction on Sales. In order to prevent any
diminution in the anticipated revenue to be realized by Landlord through
Percentage Rent payments attributable to revenue derived from the sale of
Merchandise identifying or identifiable with the first-class Build-A-Bear
Workshop specialty retail store to be constructed on the Site, Tenant shall not
sell Tenant's Merchandise identifying "Anaheim", "Disney", "Disneyland(R)", "THE
DISNEYLAND RESORT(R) PROJECT", "Disney's California Adventure(R)" (or such other
name as Tenant or its Affiliates shall name any theme park in THE DISNEYLAND
RESORT(R) PROJECT), "DOWNTOWN DISNEY(R)" (or such other name as the retail,
dining and entertainment complex shall be known) or any name, trademark or
service mark registered to Landlord or any of Landlord's Affiliates, or any
phrase containing the name "Disney", from any location other than the Premises
(including, without limitation, catalog sales), without Landlord's prior written
consent, which consent Landlord may grant or deny in Landlord's sole discretion.
In addition to constituting a default under this Lease, any sales in violation
of this provision shall be deemed to constitute sales that are includable in
Gross Sales attributable to the Premises, for purpose of calculating Percentage
Rent.

                  4.1.7. Nuisance, et. al. Tenant shall not commit or suffer any
use, occupancy, act or omission, or condition to exist on, under or adjacent to
the Premises which may constitute


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       35


a nuisance, public or private, or which may be deemed by Landlord, in its sole
judgment, by Law or by Project Requirement to be disreputable, hazardous or a
nuisance.

                  4.1.8. Compliance with Law. All operations on the Premises,
and all aspects thereof, shall at all times be in compliance with all Project
Requirements and applicable Laws and all other governmental and
quasi-governmental authorities having or claiming jurisdiction over the
Premises, and of all their respective departments, bureaus and officers, and of
the insurance underwriting board or insurance inspection bureau having or
claiming jurisdiction, or any other body exercising similar functions, and of
all insurance companies from time to time selected by Tenant to write policies
covering the Premises or any part thereof.

         4.2.     Continuous Operation; Hours; Reservations.

                  4.2.1. Tenant acknowledges and agrees that the primary purpose
of the Premises is to serve, on a non-exclusive basis, the guests of DOWNTOWN
DISNEY(R) and THE DISNEYLAND RESORT(R) PROJECT. Accordingly, as a material
inducement to Landlord to enter into this Lease, from and after the Commencement
Date, Tenant shall continuously use all of the Premises throughout the Term to
maximize Gross Sales consistent with the terms and provisions of this Lease and
Tenant shall not leave the Premises vacant or suffer or permit any waste or
mistreatment thereof.

                  4.2.2. Tenant shall continuously keep the Premises open and
available to the public for permitted business activity seven (7) days per week,
365 days per year, during such hours as shall be acceptable to Landlord
(provided, however, that if Landlord changes the hours of operation, Landlord
shall give Tenant reasonable advance written notice thereof, which notice may be
given to the manager on duty). If Landlord determines that the Premises should
remain open for additional or different hours of operation, Tenant shall be
obligated to comply with such determination. Tenant may not change its operating
hours without the prior written consent of Landlord, which Landlord may grant in
its sole and absolute discretion.

                  4.2.3. Prohibited Uses. All uses of the Premises not expressly
permitted by Subsection 4.1.1 above shall be deemed prohibited. In no event may
any portion of the Premises be used for any exhibitions, shows or other forms of
entertainment. In no event may the Premises contain any video, arcade, virtual
reality or simulator games or attractions. No tickets, vouchers, admission media
or advertising, discounts or promotional materials of any kind may be sold,
distributed, exhibited or otherwise made available to the public within or from
any portion of the Premises without Landlord's express consent, which Landlord
may withhold in its sole and absolute discretion.

                  4.2.4. Other Prohibited Uses. The Premises may never be used
for the display of any materials, or, subject to applicable Laws, the appearance
of any employee, which is, as determined by Landlord, in its sole and absolute
discretion, pornographic, lewd, vulgar, obscene or immoral.

         4.3.     Operating Supplies.

                  4.3.1. Tenant shall be responsible, at Tenant's sole cost and
expense, for all the necessary and appropriate operating supplies for the
Premises (including, without limitation, all

                                       36


paper products, stationery, shopping bags, gift boxes, gift wrap, smallwares,
etc.) (all of the foregoing being hereinafter collectively referred to as the
"SUPPLIES"). Throughout the Term, Tenant shall keep and maintain an adequate
stock and supply of the Supplies, and all Supplies shall be of first-class
quality and consistent with the Disney Standard.

                  4.3.2. Tenant shall not depict or incorporate (or authorize
others to depict or incorporate) DOWNTOWN DISNEY(R) name, THE DISNEYLAND
RESORT(R) PROJECT name or the word "DISNEY" (or any variation thereof, either
alone or in conjunction with, or as a part of, any other word, mark, name or
title) on any Supplies for the purpose of referring to the location of the
Premises, without obtaining Landlord's prior consent in each instance (which
consent may be granted or withheld in Landlord's sole discretion).

         4.4.     Disney Standard.

                  4.4.1. As a material inducement to Landlord to enter into this
Lease, Tenant acknowledges and agrees that: (i) the Premises is located in
DOWNTOWN DISNEY(R) within THE DISNEYLAND RESORT(R) PROJECT; (ii) all guests of
the Premises will reasonably expect, because of its name and location, that the
services and facilities of the Premises, and the manner of providing or offering
of such, will at all times be (1) of the highest quality and standards, (2)
suitable for family purposes, and (3) in conformity with the overall theme,
concept, atmosphere and quality associated with personal services, recreational
activities and family activity associated with THE DISNEYLAND RESORT(R) PROJECT;
and (iii) it is in the best interests of all concerned that all guests of the
Premises be provided with services and facilities of such standard, suitability
and conformity as hereinabove described and that Tenant be held to comply with
such standard, suitability and conformity (all of the foregoing as determined by
Landlord in its sole and absolute discretion from time to time being herein
collectively referred to as the "DISNEY STANDARD").

                  4.4.2. Throughout the Term, the entire Premises shall be
maintained and operated by Tenant in strict accordance with the terms of this
Lease. Tenant shall satisfy the Disney Standard in all matters relating to the
operation of the Premises, including, without limitation, maintenance, repair,
safety, sanitation, guest service and employee courtesy, appearance, conduct and
discipline, and Landlord shall have the right to inspect the Premises and all
areas thereof at all times to assure itself that Tenant is satisfying the Disney
Standard (as well as any other term or provision of this Lease).

                  4.4.3. Without limiting the generality of the foregoing,
Tenant understands and acknowledges that Landlord may, in its sole discretion,
designate one or more "Landlord Representative(s)" to inspect and monitor the
Premises for the benefit of Landlord and in order to insure compliance by Tenant
with the terms of this Lease. Tenant shall cooperate at all times with any such
"Landlord Representative(s)" and shall continually provide access to all aspects
of the Premises for such person or persons.

         4.5.     Operational Conditions and Guidelines.

                  4.5.1. Standards. Tenant acknowledges that Landlord has very
substantial interests in maintaining the image, reputation, aesthetic appearance
and quality of, and harmony

                                       37


among, the properties owned by Landlord and/or any of Landlord's Affiliates
which include and surround the area of the Premises, and that, accordingly,
Tenant shall comply with and maintain high quality standards for the operation
of the Premises. Tenant shall at all times manage the Premises in accordance
with such reasonable policies and standards as Landlord shall establish from
time to time to assure the continued operation of the Premises as high quality
facilities. Landlord and Tenant shall confer with respect to excessive
complaints by customers of the Premises which come to the attention of Landlord.
If such complaints relate to service, cleanliness or the state of repair or
other condition of the Premises and are reasonably found by Landlord to be
justified, Tenant shall, at its sole cost and expense, remedy immediately the
cause or causes of such complaints. Tenant shall comply with and abide by the
Operating Conditions, Rules and Regulations. Landlord shall have the right, from
time to time during the Term, to make changes, additions to and deletions from
the Operating Conditions, Rules and Regulations promulgated by Landlord.
Landlord agrees to uniformly enforce the Operating Conditions, Rules and
Regulations against all similar retail operations at DOWNTOWN DISNEY(R);
however, Landlord shall not be liable to Tenant for the violation of any rules
and regulations by Landlord, any other tenant, any other occupant of THE
DISNEYLAND RESORT(R) PROJECT, or other person or entity, and the failure to
enforce any Operating Conditions, Rules and Regulations against Landlord, any
other tenant, any other occupant of THE DISNEYLAND RESORT(R) PROJECT, or any
other person or entity, shall not constitute a waiver thereof by Landlord.

                  4.5.2. Educational Programs. At Landlord's election, Tenant's
employees shall attend orientation programs conducted by Landlord prior to or
reasonably soon after beginning employment at the Premises and on a periodic
refresher basis. Tenant shall pay to Landlord a fee based on Landlord's actual
cost for each such employee scheduled to attend the orientation program and
shall pay such employee its salary for time spent attending such orientation
program. Landlord shall invoice Tenant at the end of each week for employees
scheduled to attend during the preceding week, and Tenant shall pay each such
invoice within seven (7) days of its receipt thereof.

                  4.5.3. Costumes and Appearance Standards. No costumes or
uniforms to be utilized in the Premises may be used unless first expressly
approved by Landlord in writing, in its sole discretion. Landlord agrees that
the uniform currently used by Tenant at its other locations is approved by
Landlord. In addition, if Tenant changes the uniform used at all of its other
locations, such new uniform shall not be subject to Landlord's prior written
approval, but shall be subject to Landlord's appearance standards and the Disney
Standard. All employees of Tenant shall, while working at the Premises, comply
with Landlord's appearance standards and rules of conduct as set out in the
Operating Conditions, Rules and Regulations or as may be otherwise applicable to
employees of entities operating or sponsoring restaurants, attractions or
corporate displays in THE DISNEYLAND RESORT(R) PROJECT, or any part thereof.

                  4.5.4. Licenses. Tenant shall maintain throughout the Term,
and deliver copies thereof to Landlord, all licenses and/or permits and/or
certificates from the appropriate governmental and quasi-governmental
authorities required for the operation of the Premises, and shall comply with
all Laws and requirements imposed by the appropriate governmental and
quasi-governmental authorities.

                                       38


                  4.5.5. Employee Compensation. Tenant shall be solely
responsible for all salaries, employee benefits, social security taxes, Federal
or state unemployment insurance, workers' compensation coverage and any and all
taxes and other charges of any kind whatsoever relating to such employees.
Tenant's employees shall not be entitled to participate in any of Landlord's
employee benefit or welfare plans.

         4.6.     Tenant to Obtain Services.

Except as otherwise provided in this Lease, Tenant understands and acknowledges
that Landlord shall not be responsible in any manner for providing services to
the Premises, including, without limitation, pest control, cable television,
landscaping, safety or health inspections, sanitation, transportation, etc., it
being understood and agreed that Tenant shall be solely responsible for the
provision of such services in a manner consistent with all Laws and with the
Disney Standard and the Operating Conditions, Rules and Regulations. Tenant
acknowledges, however, that with respect to any services requested by Tenant and
provided by Landlord from time to time in connection with the Premises,
including, without limitation, emergency services (police, fire, medical,
paramedics, ambulance) any costs and expenses to be billed to Tenant in
connection with such services shall include: (i) all direct costs of such
personnel, including, but not limited to, payroll, payroll taxes and fringe
benefit costs (calculated at the appropriate annual composite rate therefor) and
(ii) all overhead costs and expenses directly related to such personnel and the
services rendered thereby (including, but not limited to, departmental,
divisional and administrative overhead and a reasonable allocation of capital
charges for assets used to provide such services, including, but not limited to,
equipment, facilities and training); and that all materials used in connection
with the services rendered pursuant to this section shall be billed at their net
cost to Landlord, plus all overhead costs and expenses related to such materials
(i.e., departmental, divisional and administrative overhead and a reasonable
allocation of capital charges for assets used to provide such materials,
including, but not limited to, equipment, facilities and training).

         4.7.     Theme Park Materials.

                  4.7.1. Tenant acknowledges that Landlord and Landlord's
Affiliates have expended substantial time, money and other resources in
connection with the development, management, operation and maintenance of THE
DISNEYLAND RESORT(R) PROJECT. Tenant further acknowledges and agrees that the
unique location of the Premises within THE DISNEYLAND RESORT(R) PROJECT, along
with other unique rights and incidents that inure to Tenant under this Lease,
confers substantial and material benefit upon Tenant. Accordingly, in
recognition of such substantial and material benefit, and as a material
inducement to Landlord to enter into this Lease, and without limiting the
generality of any of Landlord's rights, Tenant covenants and agrees that neither
Tenant nor any of its agents, employees or permitted successors or assigns shall
cause, suffer or permit any portion of the Premises to be used, occupied or
operated for the sale, distribution, display, advertisement, marketing or
promotion of any Theme Park Materials (as hereinafter defined), it being
understood and agreed that Landlord shall have the sole and exclusive right to
sell, distribute, display, advertise, market, promote or otherwise commercially
exploit Theme Park Materials within THE DISNEYLAND RESORT(R) PROJECT.

                                       39


                  4.7.2. "THEME PARK MATERIALS" shall mean any good or service
which contains, features, depicts, refers to or is derived from or a
manifestation of: (i) any Theme Park or similar attraction or facility
(including, without limitation, the Attractions), or (ii) any fanciful or
animated themes, stories or characters (whether or not owned or created by
Tenant or its Affiliates). The term "Theme Park Materials" shall include, but
not be limited to, admission media or tickets, souvenirs of any kind, apparel,
artwork, plush, posters or jewelry. The term shall also include, but not be
limited to, any brochure, magazine, book, information sheet, flyer, card,
letter, video or audio cassette, record, compact or laser disc or any other
printed or electronic media or material of any kind whatsoever (whether or not
now technologically existent) which promotes, describes or refers to any such
good or service.

         4.8.     Name of Premises.

                  4.8.1. The trade name under which Tenant shall operate its
business within and upon the Premises shall be "Build-A-Bear Workshop" (the
"TRADE NAME"). Tenant may not alter or change such Trade Name without the prior
consent of Landlord in its sole discretion; provided, however, that Tenant may
use such other trade name as is used for substantially all other locations of
Tenant which have the same operation as the Permitted Use.

                  4.8.2. Tenant agrees that it will not permit the Premises to
be used in conjunction with, as a sponsor or supporter for or in support of any
event, activity, business or other commercial enterprise, charitable or other
not for profit venture, physical building, physical improvement, or
governmental, civic or social function without the prior written approval of
Landlord, which Landlord may grant or withhold in Landlord's sole discretion.

                  4.8.3. Tenant represents and warrants to Landlord that the
Trade Name (and any other name, mark, logo, slogan, design, symbol, figure,
drawing, idea, or other matter associated therewith) is safely and freely
available for use by Tenant and Landlord (as provided in this Lease) and does
not: (i) violate or infringe upon the private, civil or property or other rights
of any kind or nature whatsoever of any person, firm, corporation or other
entity; or (ii) violate any applicable Laws.

         4.9.     Disney Dollars; Credit Cards; Point of Sale.

Unless Landlord otherwise directs, Tenant shall accept DISNEY DOLLARS, THE
DISNEYLAND RESORT(R) PROJECT hotel identification resort card and other forms of
resort cards, gift certificates and package coupons, distributed by Landlord
and/or any of Landlord's Affiliates to guests at THE DISNEYLAND RESORT(R)
PROJECT, which allow the holder to utilize the same as a means of payment for
the goods and/or services offered for sale within the Premises, and such
acceptance shall be strictly in accordance with the procedures established by
Landlord or any of Landlord's Affiliates. Landlord shall pay, or cause to be
paid, to Tenant, within a reasonable period of time, the total amount of all
such DISNEY DOLLARS, resort cards, certificates and/or coupons, up to any limit
set forth thereon, to the extent Tenant has substantially complied with all
applicable procedures (less any applicable sales tax). The specific terms of
said arrangements, as in effect from time to time, shall be provided to Tenant
in writing prior to the Commencement Date and from time to time thereafter. In
addition, Tenant shall also accept certain credit cards, debit cards, stored
value cards (i.e., so-called "smart"

                                       40


cards), travel cards, travelers cheques and similar devices specified and
requested by Landlord from time to time during the Term (specifically including,
but not limited to, any credit cards, debit cards, stored value cards, travel
cards, travelers cheques or similar devices that are the subject of any
Sponsorship Agreement as described in Exhibit G attached hereto and made a part
hereof, as the same may be amended from time to time pursuant to the terms of
this Lease) as a means of payment for the goods and/or services offered for sale
by Tenant within the Premises, and Tenant shall be responsible for entering into
all necessary agreements with the issuers of such cards and cheques and for
paying all fees, discounts, costs and expenses with respect to such cards and
cheques. Notwithstanding the foregoing, Tenant agrees that Tenant shall not
erect, place or display in any manner within or about the Premises (including,
without limitation, all point-of-sale locations) any advertisements or
promotional materials (including, but not limited to, "take-one" displays)
regarding any credit cards, debit cards, stored value cards, travel cards,
travelers cheques or similar devices (including, without limitation, any
co-branded cards and cheques), without the prior written consent of Landlord in
each instance (which consent may be granted or withheld by Landlord in
Landlord's sole discretion) or except as otherwise permitted in any Sponsorship
Agreement attached as Exhibit G.

         4.10.    Control of THE DISNEYLAND RESORT(R) PROJECT and Attractions.

                  4.10.1.  Nothing in this Lease is intended or shall be deemed
or construed to grant to or confer upon Tenant any rights whatsoever in respect
of THE DISNEYLAND RESORT(R) PROJECT or any of the Attractions, including,
without limitation, rights in connection with the closing, alteration,
discontinuance, condemnation or casualty loss thereof. Accordingly, without
limiting the generality of the foregoing, Landlord and Landlord's Affiliates
shall have full, ultimate and unfettered control over THE DISNEYLAND RESORT(R)
PROJECT and the Attractions, including, without limitation, the sale of products
or services therefrom and the retention of any profits.

                  4.10.2.  "ATTRACTION" shall mean any Theme Park, resort, golf
course, structure, facility, arcade, ride, show or other device for
entertainment, or any element, collection or combination thereof, including,
without limitation, DISNEYLAND(R), DISNEY'S CALIFORNIA ADVENTURE(R), DOWNTOWN
DISNEY(R), and which are owned, operated or controlled by one or more Affiliates
of The Walt Disney Company.

         4.11.    Admissions.

Throughout the Term hereof, Landlord and Landlord's Affiliates reserve the
exclusive right to control admissions and parking to any or all of THE
DISNEYLAND RESORT(R) PROJECT or any or all of its components or elements
(including, without limitation, DOWNTOWN DISNEY(R)) and, at Landlord's or
Landlord's Affiliates option, to charge admission, entrance or parking fees to
any or all of such components or elements as Landlord or Landlord's Affiliates
may determine from time to time in their sole discretion, all of which shall be
for the account of Landlord and Landlord's Affiliates (and Tenant shall have no
rights or interest therein or rights or actions against Landlord as a result of
any actual or alleged damages resulting therefrom). Except as to the food,
beverages and Merchandise sold by Tenant in and from the Premises pursuant to
the terms of this Lease, Tenant shall have no rights or interest under this
Lease in any revenues realized from the sale of services, food, beverages,
merchandise or other items offered

                                       41



for sale (or admission fees) in DOWNTOWN DISNEY(R), the various facilities
therein, or elsewhere in THE DISNEYLAND RESORT(R) PROJECT.

         4.12.    Common Areas.

                  4.12.1.  Tenant shall have and Landlord hereby grants to
Tenant, and its employees, customers, patrons, suppliers, licensees and
invitees, during the Term of this Lease, a non-exclusive revocable license to
use and enjoy the Common Areas of DOWNTOWN DISNEY(R) in common with Landlord and
all other tenants or occupants of any property in the vicinity of the Site, and
their respective employees, customers, patrons, suppliers, licensees and
invitees; subject, however at all times to the Operating Conditions, Rules and
Regulations and to any other reasonable rules and regulations promulgated by
Landlord and to the terms and provisions of this Lease. "Common Areas" shall
mean, as they may from time to time exist, those portions of DOWNTOWN DISNEY(R)
which are exclusive of gross leaseable area and other areas which are set aside
as the exclusive use areas of Landlord or its designees and shall include,
without limitation, the driveways, entrances and exits, parking areas, roadways,
pedestrian passageways, bridges, sidewalks, walkways, roofs, loading docks,
delivery areas, landscaped and streetscaped areas, and all other areas or
improvements which may be provided by Landlord for the general use of tenants of
DOWNTOWN DISNEY(R) and their agents, employees, and customers. Landlord shall be
responsible for the operation, management, and maintenance of the Common Areas.
The manner in which the Common Areas shall be maintained and expenditures in
connection therewith shall be at the sole discretion of Landlord. Tenant may not
place anything, including, without limitation, vehicles, within the Common Areas
without the prior approval of Landlord which it may withhold in its sole and
absolute discretion. Landlord shall at all times have the right to utilize the
Common Areas for promotions, exhibits, outdoor shows, displays, other product
shows, the leasing of kiosks and food facilities, landscaping, decorative items,
and any other use which, in Landlord's sole judgment, tends to attract customers
to, or benefit the customers or tenants of DOWNTOWN DISNEY(R).    *   Tenant
acknowledges that the wine bar (and related furniture, fixtures and equipment)
currently located across from the Premises is not a kiosk or cart and is not
affected by the foregoing provision. Without the same constituting or being
considered an eviction or disturbance of Tenant's quiet enjoyment or possession
of the Premises, Landlord may from time to time close any such area for repairs
or alterations, to prevent a dedication of or the accrual of prescriptive rights
therein, or for any other reason permitted by Law, and such closure shall not
entitle Tenant to any abatement of Rent. Landlord shall at all times during the
term of this Lease, subject to the provisions hereof, have the sole and
exclusive management and control of all Common Areas and may at any time and
from time to time during the term hereof, restrain any use or occupancy thereof
that Landlord deems necessary or appropriate in Landlord's sole discretion.
Tenant shall keep said areas free and clear of any obstructions created or
permitted by Tenant or resulting from Tenant's operations. If in the opinion of
Landlord, in its sole and absolute discretion, unauthorized persons are using
any of such areas by reason of the presence of Tenant in DOWNTOWN DISNEY(R),
Tenant, upon demand of Landlord, shall restrain such unauthorized use by
appropriate proceedings. Nothing herein shall affect the right of Landlord at
any time to remove any such unauthorized person from such areas or to prohibit
the use of any such areas by unauthorized persons.


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       42



                  4.12.2.  Landlord shall have the right to establish,
promulgate, change, amend, modify and enforce, from time to time, such rules and
regulations affecting and with respect to the use, operation and maintenance of
DOWNTOWN DISNEY(R) and the Common Areas as Landlord in its sole and absolute
discretion shall deem to be necessary, desirable or appropriate from time to
time and Tenant shall and hereby agrees at all times to comply with, abide by
and conform to such rules and regulations. The failure of Tenant to comply with,
abide by or conform to said rules and regulations shall constitute a default by
Tenant under this Lease.

                  4.12.3.  Tenant shall not park any car, truck or delivery
vehicle in the Common Areas, nor permit delivery of supplies and equipment at
any place other than as designated by Landlord.

                  4.12.4.  Landlord reserves the right, from time to time, in
its sole and absolute discretion, to reduce or expand the size of DOWNTOWN
DISNEY(R) and its various component parts, to change the size, number,
configuration, location and legal description of any building locations (other
than the Premises except as provided herein) and buildings within DOWNTOWN
DISNEY(R), and to thereby change the size, configuration, location and legal
description of the Common Areas, provided, however, that such reconfiguration of
the Common Areas shall not materially impede access to the Premises. Landlord
also reserves the right to change the size, configuration, layout and traffic
circulation pattern of all facilities and improvements, from time to time,
located, developed and constructed on the common areas.

                  4.12.5.  Parking Areas-Non-Exclusive Revocable License. Tenant
shall have and Landlord hereby grants to Tenant and its employees, customers,
patrons, suppliers, licensees and other invitees, during the Term of this Lease,
the non-exclusive right, privilege and license, to use and enjoy such parking
areas as may be made available for non-valet parking use to Tenant from time to
time, with Landlord and all other tenants or occupants of any property in the
vicinity of the Site, and their respective employees, customers, patrons,
suppliers, licensees and other invitees; subject, however, at all times, to the
Operating Conditions, Rules and Regulations, and to any other reasonable rules
and regulations promulgated by Landlord, and to the terms and provisions of this
Lease. At Landlord's request, Tenant shall participate in such parking programs
(e.g. validated parking) as are identified by Landlord to Tenant from time to
time. Notwithstanding the foregoing, Landlord agrees that it will not require
Tenant to bear the cost of validated self-parking (as opposed to valet parking)
for those customers of Tenant who are attending a function in the Build-A-Bear
party room on the 2nd floor of the Premises. Tenant agrees to supply supporting
documentation reasonably acceptable to Landlord in connection with any such
validated self-parking. If Landlord deems it necessary to prevent the
acquisition of public rights in any parking areas, or for any other reason in
Landlord's sole discretion, Landlord from time to time, closes and/or relocates
portions of the parking areas, erects private boundary markers or takes such
other steps as it deems appropriate or necessary to accommodate special events
or expand Landlord's facilities, no such action shall be deemed to constitute or
be considered as an eviction or disturbance of Tenant's quiet enjoyment or
possession of the Premises or entitle Tenant to an abatement of Rent. The
parking areas shall at all times be subject to the exclusive management and
control of Landlord. Tenant shall keep said areas free and clear of any
obstructions created or permitted by Tenant or resulting from Tenant's
operations. If in the opinion of Landlord unauthorized persons are using any of
such areas by reason of the presence of Tenant in DOWNTOWN DISNEY(R), Tenant,
upon demand of Landlord, shall

                                       43



restrain such unauthorized use by appropriate proceedings. Nothing herein shall
affect the right of Landlord at any time to remove any such unauthorized person
from such areas or to prohibit the use of any such areas by unauthorized
persons.

         4.13.    Music and Entertainment.

Subject to the terms hereof, Tenant may provide pre-recorded and/or broadcast
music to Tenant's customers within the Premises. Tenant shall cause all such
music at the Premises to be maintained at a reasonable noise level (the
determination of which shall be in Landlord's sole discretion), in good taste
and suitable for the entire family, including minors, and shall not permit any
profanity, obscenity or objectionable material. Tenant shall obtain Landlord's
approval for the types of music Tenant desires to offer at the Premises, which
approval shall be Landlord's sole discretion. Landlord hereby approves the 2
compact disc recordings currently distributed under the Build-A-Bear Workshop
name for use at the Premises.

         4.14.    Management Agreement.

Tenant shall not enter into any management or agency agreement relating to the
management or operation of the Premises or any modifications to such management
or agency agreement (collectively, "Management Agreement") without Landlord's
prior written approval (which Landlord may grant or deny in its sole discretion)
of the terms and conditions thereof and of the identity of any manager of the
Premises ("Manager"). If Landlord gives its approval, the Management Agreement
shall provide, among other things, that: (i) upon the expiration or sooner
termination of this Lease or upon termination of Tenant's right to possession of
the Premises for any reason whatsoever, the Management Agreement shall be
automatically terminated without liability for any payment due or to become due
to the Manager by Landlord; and (ii) all fees and other amounts payable by
Tenant to the Manager shall be fully subordinate to the Rent payable by Tenant
to Landlord hereunder.

         4.15.    Tenant Meetings.

Tenant covenants and agrees that, if requested by Landlord, Tenant's general
manager of the Premises will meet with Landlord, or its representative or
representatives, on a periodic basis throughout each Lease Year in order to
discuss certain aspects of the management, maintenance and operation of the
Premises.

5.       SPECIAL COVENANTS AND CONDITIONS.

         5.1.     Sponsorships of Landlord.

                  5.1.1.   Tenant recognizes that: (i) Landlord or any of its
Affiliates have entered into agreements granting the same, similar or different
rights as those described in this Lease to other individuals, entities or
products in the past, which rights have been, are currently being, and will be
exercised; (ii) Landlord and its Affiliates, in their sole discretion, may enter
into further agreements granting similar or different rights in the future; and
(iii) the approval rights reserved to Landlord in this Lease and the
restrictions and/or limitations set forth in this Lease are necessary to enable
Landlord and its Affiliates to enjoy the benefits of, protect their interests
in, and prevent dilution of, the value of the proprietary rights, licenses and
participations which

                                       44



Landlord and its Affiliates have granted and may continue to grant in the
various registered marks or other rights or properties owned by them. In
particular, and not by way of limitation, Tenant recognizes that, pursuant to
agreements of the type referred to above in this Section, Landlord and its
Affiliates have made certain commitments and in the future reserve the right to
make commitments regarding such proprietary rights and the availability of
products or services within THE DISNEYLAND RESORT(R) PROJECT (said agreements
being collectively referred to herein as the "Landlord Sponsorship Agreements").
Accordingly, to assure the protection of the reputation, appearance and quality
of THE DISNEYLAND RESORT(R) PROJECT, and to preserve the goodwill, image and
reputation of Landlord and its Affiliates, as well as the enjoyment by them of
their respective proprietary rights, Tenant hereby makes the covenants set forth
in this Article, and agrees to cause its employees and agents to comply with the
requirements and restrictions herein to the extent the same are, by the terms of
said sections, to be complied with by Tenant, the due and timely performance of
such covenants and agreements being a condition to and a material consideration
for the rights granted to Tenant under this Lease.

                  5.1.2.   In order to preserve the value and ensure the
non-dilution and the full enjoyment by the beneficiaries of the proprietary
rights, licenses and participations granted under, and of the benefits derived
by Landlord and its Affiliates under, the Landlord Sponsorship Agreements
entered into prior to the Execution Date, Landlord has set forth, in Exhibit G
hereto (when read in conjunction with the provisions of this Section), terms and
conditions which in its judgment are necessary or appropriate for such purposes,
and Tenant hereby covenants and agrees with respect thereto as follows: Tenant
hereby agrees that, with respect to the Premises only, it shall perform, observe
and comply with the terms and conditions set forth in Exhibit G hereto, provided
that with respect to the procurement of said products and services: (i) the
respective cost of the products and/or services does not exceed the lowest
wholesale price at which said sponsor sells the same products or services to any
other similar purchaser, including gratuity and other applicable discounts; and
(ii) said products and/or services meet Landlord's and Tenant's quality
standards and that said products and/or services are appropriate in light of the
concept of the Premises. Tenant shall be obligated to comply with the terms of
this Section and of Exhibit G hereto as and to the extent such terms exist, as
amended, by virtue of any renewals, extensions or amendments of existing
Landlord Sponsorship Agreements or by virtue of any new Landlord Sponsorship
Agreements entered into after the Execution Date with different suppliers;
provided that with respect to the procurement of said products and services: (i)
the respective cost of said products and/or services does not exceed the lowest
wholesale price at which said sponsor sells the same products or services to any
other similar purchaser, including gratuity and other applicable discounts; (ii)
said products and/or services meet Landlord's and Tenant's quality standards and
that said products and/or services are appropriate in light of the concept of
the Premises; or (iii) compliance with such Landlord Sponsorship Agreement shall
not cause a violation or breach by Tenant under any agreement between Tenant and
a Tenant Sponsor approved by Landlord pursuant to the provisions of Section 5.2
hereof. Notwithstanding anything to the contrary in this Section 5.1.2 or
Exhibit G, Landlord acknowledges and agrees that Tenant may offer for sale the
following (subject to the provisions of the Lease other than those in this
Section 5.1), and the same shall not constitute a violation of this Section
5.1.2 or Exhibit G: (a) the items described in Section 4.1.1 above, provided
that the same are branded only by Build-A-Bear Workshop; (b) a 35mm disposable
camera made especially for Tenant (in the form Tenant has submitted to
Landlord), provided that the

                                       45



packaging identifies only the Build-A-Bear Workshop brand and does not identify
or reference the camera manufacturer or distributor; and (c) a tea packet as
part of tea set, provided that the packaging identifies only the Build-A-Bear
Workshop brand and does not identify the tea manufacturer or distributor.

                  5.1.3.   Landlord shall have the right from time to time to
require Tenant at the Premises: (i) to utilize those services and/or types and
brands of products designated by Landlord which are utilized in the operation
and/or maintenance of facilities of the type and caliber comparable to the
Premises; and (ii) to meet such other requirements as Landlord shall from time
to time establish to enjoy the benefits of and to protect and preserve the value
of the said proprietary and other rights of Landlord and its Affiliates;
provided, however, that Landlord shall not have the right, with respect to the
Premises, to so designate any product or service, or to establish requirements
in respect of any person, product, service or thing, which is the subject of any
Landlord Sponsorship Agreement entered into by Landlord (or any of its
Affiliates) after the Execution Date, if and to the extent that doing so would:
(i) have an adverse economic effect on Tenant by preventing Tenant from
procuring products or services of similar type and quality which are then
available to Tenant at prices significantly lower and/or at terms significantly
more favorable to Tenant, than those made available to Tenant for the product or
service designated by Landlord; or (ii) would lower the quality of any product
or service of Tenant then in existence.

                  5.1.4.   Landlord shall notify Tenant of any Landlord
Sponsorship Agreement entered into after the Execution Date, as well as any
renewal, extension, amendment, expiration or replacement of any such Landlord
Sponsorship Agreement that modifies the terms set forth in Exhibit G hereto, and
the terms of Exhibit G hereto shall be deemed amended to reflect the contents of
said notice; provided, however, that any modifications to the terms set forth in
Exhibit G hereto with respect to the procurement of products and services shall
become effective only upon the conclusion of Tenant's use of all previously
acquired products and services. Such notice shall contain the name of the
sponsor, the applicable products and services and Tenant's obligations in
content and form reasonably similar to Exhibit G attached hereto. Tenant
acknowledges and agrees that the terms and conditions set forth in Exhibit G
hereto are in addition to, and shall in no way limit or restrict, the terms and
conditions set forth in this Section or any other provision of this Lease.

                  5.1.5.   Restrictions on Affiliation. In recognition of
existing and future contractual obligations of Landlord to third parties who
have or may in the future be granted exclusive rights to have their products,
services or name utilized or featured in conjunction with all or portions of
properties of Landlord and/or any of Landlord's Affiliates, Tenant acknowledges
and agrees that Tenant and Tenant's Affiliates shall not publicize or otherwise
allow the Premises (i) to be utilized to sponsor, publicize, endorse or
otherwise be used in conjunction with the products, services or identity of any
third parties, or (ii) to be used in conjunction with, as a sponsor or supporter
for or in support of any event, activity, business or other commercial
enterprise, charitable or other not for profit venture, physical building,
physical improvement, governmental, civic or social function, it being the
intent of the parties hereto that Tenant's presence within THE DISNEYLAND
RESORT(R) PROJECT be exclusively associated with Landlord and Landlord's
Affiliates' and Theme Parks owned, managed and as operated by Landlord and/or
Landlord's Affiliates, and that any identification of the Premises with any
third parties not approved by Landlord, in Landlord's sole discretion, could
diminish the value derived

                                       46



by Landlord of Tenant's association with Landlord and/or conflict with certain
of Landlord's contractual obligations and exclusive rights that Landlord has
previously granted to third parties in conjunction with Landlord and Landlord's
Affiliates' Theme Parks. Except as set forth below, the foregoing provisions are
not intended to bar Tenant's Affiliates from entering into national affiliations
or participant relationships with third parties and, in connection therewith, to
engage in national advertising campaigns that might otherwise conflict with the
foregoing provisions, so long as such activities: (i) do not result in a breach
of the obligations of Tenant set forth in this Lease above; and (ii) do not
result in sponsorship of or participation in local events or advertisements only
run in the Five County Region specifically intended to only impact or focus on
the Premises or the Five County Region.

         5.2.     Sponsorships of Tenant.

                  5.2.1.   Landlord acknowledges that Tenant has existing
corporate alliances with the World Wildlife Federation, ftd.com, Humane Society
of the United States, Toys for Tots, the American Cancer Society, Scholastic,
Inc., Skechers and the Teddy Bear Foundation ("Tenant's Existing Alliances").
Landlord further recognizes that Tenant may desire to enter into certain
sponsorship arrangements after the Execution Date, which sponsorship
arrangements may include rights with respect to the Premises. Accordingly, in
recognition of the existing and subsequent Landlord Sponsorship Agreements as
referred to above, Tenant agrees that all persons or entities having a right of
public exposure or other affiliation or association with Tenant with respect to
the Premises (whether through an "official status" or other similar designation
or association, or otherwise, and including, without limitation, title sponsors,
presenting sponsors and/or corporate sponsors) (each, a "Tenant Sponsor"), shall
be subject to the prior approval of Landlord, which approval may be granted or
withheld in Landlord's sole and absolute discretion. With respect to any product
associated with a Tenant Sponsor or any of Tenant's Existing Alliances which
Tenant proposes to offer for sale or display at or in connection with the
Premises, Tenant shall submit any such proposed product for Landlord's prior
approval. In addition, without Landlord's prior written approval, which may be
withheld in Landlord's sole and absolute discretion, Tenant shall not enter into
any corporate alliance or sponsorship agreement which involves (i) Tenant's
sponsorship or endorsement, in connection with Tenant's location at the
Premises, of any third party event, product, service or identity or (ii) a third
party sponsorship or endorsement of Tenant or Tenant's products which would
affect or be evident from the exterior of the Premises (including Tenant's
exterior signage and all windows in the Premises) or within any portion of the
interior of the Premises which is within five (5) feet of the storefront or
windows of the Premises.

                  5.2.2.   Tenant shall notify Landlord prior to commencing any
discussions for a corporate alliance or sponsorship with a potential Tenant
Sponsor. In conjunction with Tenant's request for Landlord's approval of any
proposed Tenant Sponsor, Tenant shall submit to Landlord the name and types of
products (or types of services, as the case may be) of any proposed Tenant
Sponsor, and such other information relating to such proposed Tenant Sponsor as
Landlord may request. Landlord shall respond to any such request for its
approval within twenty (20) days after receiving such request from Tenant.
Landlord's failure to respond within such 20-day time period shall automatically
constitute Landlord's disapproval of the request (it being understood and agreed
that Landlord's failure to respond within such 20-day period shall

                                       47



only constitute Landlord's disapproval of the request, but shall not constitute
a breach by Landlord of its obligation to respond within such 20-day period).

                  5.2.3.   With respect to any Tenant Sponsor approved by
Landlord pursuant to this Section, the sole affiliation or association of which
is with respect to the Premises, Tenant agrees that one hundred percent (100%)
of the total fee that Tenant and/or Tenant's Affiliate(s) receives from such
Tenant Sponsor shall constitute revenue paid to or received by Tenant with
respect to the Premises and, accordingly, shall be included in Tenant's Gross
Sales under this Lease.

                  5.2.4.   Tenant agrees that it will not grant any rights to
any Tenant Sponsor (or any other sponsor of Tenant) with respect to, or approve
the use by any Tenant Sponsor (or any other sponsor of Tenant) of, the name
"Disney" (either alone or in conjunction with or as a part of any other word,
name or mark) or any marks, fanciful characters or designs of The Walt Disney
Company or any of its subsidiary or other related or affiliated companies in any
advertising, publicity, or promotion; to express or imply any endorsement of its
products and/or services; or in any other manner whatsoever (whether or not
similar to the uses hereinabove specifically prohibited), on the account of such
sponsorship, unless the same is first approved by Landlord in each instance in
Landlord's sole and absolute discretion. Further, without the prior approval of
Landlord in each instance (which approval may be granted or withheld in
Landlord's sole discretion), Tenant agrees that it will not grant any rights to
any Tenant Sponsor (or any other sponsor of Tenant) to take photographs of, take
motion pictures of, televise, make miniatures of, or otherwise use, reproduce or
exploit any part of the Premises in any manner, or through any media.
Additionally, Tenant agrees to advise each Tenant Sponsor (or other sponsor of
Tenant) that such Tenant Sponsor (or other sponsor of Tenant) shall have no
right to use the name "Disney" (either alone or in conjunction with or as a part
of any other word, name or mark) or any marks, fanciful characters or designs of
The Walt Disney Company or any of its subsidiary or other related or affiliated
companies in any advertising, publicity, or promotion; to express or imply any
endorsement of its products and/or services; or in any other manner whatsoever
(whether or not similar to the uses hereinabove specifically prohibited), on the
account of such sponsorship, unless the same is first approved by Landlord in
each instance in Landlord's sole and absolute discretion. Further, Tenant agrees
to advise each Tenant Sponsor (or other sponsor of Tenant) that, without the
prior approval of Landlord in each instance (which approval may be granted or
withheld in Landlord's sole discretion), such Tenant Sponsor (or other sponsor
of Tenant) shall have no right to take photographs of, take motion pictures of,
televise, make miniatures of, or otherwise use, reproduce or exploit any part of
the Premises in any manner, or through any media.

                  5.2.5.   In no event shall any Tenant Sponsor have the right
to place any signs, posters or other materials in or about the Premises or any
other location within THE DISNEYLAND RESORT(R) PROJECT, without the prior
approval of Landlord in each instance, which approval may be granted or withheld
in Landlord's sole and absolute discretion.

         5.3.    Advertising Signage.

                  5.3.1.   Tenant shall not promote, advertise or publicize
anywhere at DOWNTOWN DISNEY(R) or THE DISNEYLAND RESORT(R) PROJECT, or anywhere
outside

                                       48



of THE DISNEYLAND RESORT(R) PROJECT, its store and Merchandise operations
conducted at the Premises (as opposed to its merchandise operations generally),
except with the prior written approval of Landlord in its sole discretion in
each instance.

                  5.3.2.   Tenant agrees Tenant will not place any signs,
posters or similar materials in or about the Premises without first obtaining
the prior written approval of Landlord, in its sole discretion. The form, color,
materials, design, lettering, location and dimensions of each approved sign,
poster or similar material shall be subject to Landlord's approval, in its sole
discretion, in each instance

         5.4.      Marketing of the Premises; Press Releases.

                  5.4.1.   Provided Tenant is not in default in respect of any
of its obligations or responsibilities under this Lease, Landlord shall, at
Landlord's sole cost and expense, provide the following services for the benefit
of the Premises: (i) Landlord shall provide a reference to the Premises in any
directories placed by Landlord at DOWNTOWN DISNEY(R) listing all tenants of
DOWNTOWN DISNEY(R) so long as Landlord continues to provide such directories (it
being understood and agreed by the parties that in no event shall Landlord be
obligated to continue to provide such directories and that Landlord may in its
discretion alter or cancel such directories at any time); and (ii) Landlord may
mention the Premises in any overall brochure specific to DOWNTOWN DISNEY(R) to
the extent Landlord elects in its discretion to publish and distribute any such
brochure. Tenant shall pay to Landlord, in connection with Landlord's marketing
of the Project,   *   for the first full Lease Year (and a prorated amount
thereof for the initial partial Lease Year), and for each Lease Year thereafter,
Tenant shall pay an amount equal to the amount paid by Tenant for the prior
Lease Year multiplied by the Index (which increase shall not exceed   *   in any
Lease Year). In addition, Tenant shall provide a reasonable marketing program
for the Premises, as approved by Landlord in its sole and absolute discretion.
Tenant and Landlord shall agree on additional joint promotions to be held from
time to time. If requested by Landlord, Tenant will participate in resort-wide
events. The cost to Tenant of such resort-wide events shall not exceed   *   in
the first Lease Year, which maximum amount shall be compounded each Lease Year
by the amount of the Index (which increase shall not exceed   *   in any Lease
Year).

                  5.4.2.   The form, style, content, graphics, length, design,
lettering and other aspects or characteristics of the services described in
Subsection 5.4.1 above shall be chosen by Landlord in its sole discretion;
provided, however, that Landlord shall use Tenant's Trade Name in the form in
which it is depicted in Exhibit E.

                  5.4.3.   Tenant understands that Landlord cannot guarantee or
make any representations or warranties of any kind with respect to any of the
services described in Subsection 5.4.1 above.

                  5.4.4.   Except as required by Law, Tenant shall not issue any
press releases or make mention of its association with the Premises, Landlord or
any of Landlord's Affiliates, without the prior written approval of Landlord,
which approval may be granted or withheld in Landlord's sole discretion.

* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       49



         5.5.    Promotional Rights of Landlord.

Landlord and its Affiliates shall have the right to photograph, take motion
pictures of, broadcast from, televise, make miniatures of or otherwise use,
reproduce or exploit in any manner, or through any media, on a royalty-free and
worldwide basis, the Premises, or any portion thereof (including any employees
of the Premises), either individually or as an integral part of all or portions
of THE DISNEYLAND RESORT(R) PROJECT or DOWNTOWN DISNEY(R). Tenant agrees to use
its best efforts to obtain from its employees any releases necessary to allow
Landlord to exploit the rights in the foregoing sentence. Landlord and any of
its Affiliates may use, sell or license any such pictures or other reproductions
for any purpose, commercial or otherwise, connected with promoting, advertising
or publicizing DOWNTOWN DISNEY(R), any portion of THE DISNEYLAND RESORT(R)
PROJECT or any other facilities, products or promotions of Landlord, The Walt
Disney Company or their Affiliates, both during the Term hereof and after the
expiration or sooner termination of this Lease, and all of the foregoing
materials and all benefits and revenues obtained from such materials shall be
the sole and exclusive property of Landlord and its Affiliates. Landlord and its
Affiliates shall have the right from time to time and for periods of time
appropriate for the accomplishment thereof, to use the Premises as the scene or
scenes for motion pictures and/or made-for-television films and programs, such
right to be exercisable upon at least five (5) days prior notice and at
reasonable times and in such manner as will cause the least interference with
the operation of the Premises and the provision of services to customers of the
Premises. The duration and nature of the access that Landlord and/or its
Affiliates wish to have to the Premises for such purposes shall be indicated in
Landlord's notice to Tenant (which shall be delivered in accordance with the
provisions of Section 24.7 hereof), and shall be subject to Tenant's approval
with respect to such duration and nature of access, which shall not be
unreasonably withheld or delayed; provided, however, that if Tenant fails to
respond to such notice within five (5) days after receipt thereof, Tenant shall
be deemed to have granted its approval as to the matters set forth therein.
Tenant shall obtain, for the benefit of Landlord and its Affiliates and
licensees, such releases, clearances or other instruments from any of Tenant's
employees as shall be necessary to permit Landlord and its Affiliates and
licensees to make and use or permit to be made and used any photographs, motion
pictures, television, miniatures, or other reproductions for any of the purposes
herein provided. Additionally, Landlord and its Affiliates shall have the right,
without the prior consent of Tenant in each instance, to make use of the Trade
Name (either alone or in conjunction with or as a part of any other word, mark
or name) or any marks or designs of Tenant in any of its advertising, publicity
or promotion of the Premises, DOWNTOWN DISNEY(R) or THE DISNEYLAND RESORT(R)
PROJECT. Landlord's and its Affiliates' right to make reasonable use of the
Trade Name, marks and designs of Tenant shall exist throughout the Term and
shall continue for a reasonable period of time thereafter until Landlord and/or
its Affiliates can remove the same from its existing advertising and promotional
materials. Notwithstanding anything to the contrary contained in this Lease, in
no event shall Landlord make, use or permit to be made or used, any photographs,
motion pictures, videos, compact discs, television programs, miniatures or other
reproductions showing the whole or any part of the interior of the Premises or
Tenant's Trade Name or logo in any manner which would cause any person(s)
viewing such material to associate Tenant with violence, drugs, illegal
substances or items, illegal or immoral activities, gambling, pornography,
nudity, or lewd or prurient activities.

                                       50


         5.6.     Tenants' Association.

In the event that a tenants' or merchants' association shall be formed by
Landlord, in which third-party tenants of Landlord (or Landlord's Affiliates)
within DOWNTOWN DISNEY(R), shall be members and substantially all of the other
third-party tenants at DOWNTOWN DISNEY(R) participate and become members in
such association, Tenant agrees that it shall become a member of, and otherwise
participate fully in and pay a proportionate share of the dues and assessments
of, such association.

         5.7.     Exclusivity.

                  5.7.1.   Tenant understands and acknowledges that Landlord's
demise of the Premises to Tenant will involve substantial commitments and
expense on Landlord's part and further that the location of the Premises within
THE DISNEYLAND RESORT(R) PROJECT will confer unique and important material
benefits to Tenant. Accordingly, as a material inducement to Landlord to enter
into this Lease, during the Term, neither Tenant nor its Affiliates (and the
respective officers, directors, partners, employees, agents or assign of each of
them) shall either directly or indirectly (whether through legal or beneficial
means or otherwise) own, hold, license, develop, construct, operate, sponsor,
manage or otherwise participate in (whether in conjunction with a third-party or
otherwise) a Similar Business: (a) within seven (7) miles of THE DISNEYLAND
RESORT(R) (other than a Similar Business existing and operating as of January
26, 2001; (b) at The Block at Orange or Irvine Spectrum; or (c) within, adjacent
to or in conjunction with a theme park located within 50 miles of THE DISNEYLAND
RESORT(R) which is not owned, operated, controlled or licensed by Landlord or
any of Landlord's Affiliates.

         5.8.     Special Events.

                  5.8.1.   Tenant shall participate in all special events,
private parties and cooperative events at DOWNTOWN DISNEY(R), if requested by
Landlord. At Landlord's written request (delivered with at least two (2) weeks'
prior notice in accordance with the provisions of Section 24.7 of this Lease),
such participation shall include, without limitation, closing the Premises (or
any part thereof designated by Landlord) to the public and allowing Landlord to
use the Premises for not more than a total of   *   periods of   *   each in any
Lease Year. If Landlord exercises its right to require Tenant to close and allow
Landlord to use the Premises (or any part thereof) as aforesaid, Landlord shall
reimburse Tenant for Tenant's direct, out-of-pocket costs for wages expended by
Tenant in connection therewith within thirty (30) days of invoice by Tenant.
Notwithstanding anything herein to contrary, Tenant does not grant Landlord the
right to operate its equipment at the Premises.

6.       PROMOTIONAL RIGHTS; ADVERTISING.

         6.1.     Use of Name.

DOWNTOWN DISNEY(R), and any or all of its constituent components, shall have the
names as shall be designated by Landlord, from time to time, and Landlord may
change the name of DOWNTOWN DISNEY(R) and/or any or all of its constituent
components, at any time and from time to time, at Landlord's sole and absolute
discretion, without prior notice to or the consent of Tenant. In the event
Landlord elects to change the name of DOWNTOWN DISNEY(R) and/or



* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.


                                       51



any or all of its constituent components, Landlord shall not be liable for any
costs incurred by Tenant associated with the name change on any of Tenant's
advertising or promotional materials, literature, Merchandise, stationery, or
other goods or materials which refer to or depict DOWNTOWN DISNEY(R) and/or any
or all of its constituent components. The names and logos of DOWNTOWN DISNEY(R)
and its constituent components, and the exterior and interior design
characteristics unique to or characteristic of DOWNTOWN DISNEY(R) and its
constituent components shall be the sole property of Landlord.

         6.2.     Reference to Location of Premises.

Subject to the provisions of this Lease (including without limitation, those set
forth below in this Section), Landlord hereby grants to Tenant, for and during
the Term, the non-exclusive right to make reasonable use of THE DISNEYLAND
RESORT(R) PROJECT name, and DOWNTOWN DISNEY(R) name, solely for the purpose of
referring to the location of the Premises (it being understood that such names
include references to the respective marks and goodwill of Landlord and
Landlord's Affiliates). The right granted to Tenant herein shall be exercised by
Tenant in strict compliance with the following guidelines (and any future
guidelines established from time to time by Landlord):

                  6.2.1.   The DOWNTOWN DISNEY(R) name and THE DISNEYLAND
RESORT(R) PROJECT name shall only be used to refer to the location of the
Premises in connection with Tenant's advertising, publicity and promotion of the
Premises (and not with respect to any person, product, service or thing of any
kind), and may not be used in connection with any advertising or promotion
related to any other business owned and/or operated by Tenant or in any other
respect, without the prior approval of Landlord in its sole and absolute
discretion.

                  6.2.2.   The DOWNTOWN DISNEY(R) name and THE DISNEYLAND
RESORT(R) PROJECT name shall be used only in the exact form, style and
combination then prescribed or permitted by Landlord, in accordance with the
guidelines practiced by Landlord from time to time, in the utmost good taste and
consistent with the image and reputation of Landlord and Landlord's Affiliates.

                  6.2.3.   The DOWNTOWN DISNEY(R) name and THE DISNEYLAND
RESORT(R) PROJECT name, and all rights associated therewith, shall remain the
sole and absolute property of Landlord or Landlord's Affiliates, as the case may
be.

                  6.2.4.   Tenant shall submit to Landlord for approval in all
respects (including subjective aesthetic judgments) all prototype advertising,
publicity and promotional material (including, without limitation, publicity
copies and press releases, artwork and layout) using the DOWNTOWN DISNEY(R)
name, and/or THE DISNEYLAND RESORT(R) PROJECT name, as applicable, together with
a brief statement setting forth the use to which the material will be put, and
the media through which and the period of time during which it will be
distributed or displayed, which shall in no event exceed twelve (12) months
unless resubmitted to, and re-approved by, Landlord. Tenant shall also submit
such other background and supporting material as Landlord shall require so as to
enable it to make an informed judgment and appraisal. All such material shall be
transmitted to Landlord in the same manner required under this Lease for the
giving of notices, addressed to the attention of Landlord's Vice President -
Marketing or its

                                       52



designee, at least thirty (30) days prior to the date of intended use. Tenant
shall not utilize any materials requiring Landlord's approval without first
obtaining the specific approval of such Vice President or its authorized
representative.

                  6.2.5.   Landlord shall notify Tenant of its approval or
disapproval of Tenant's proposed material within ten (10) Business Days of
Landlord's actual receipt of all documentation and information required to be
submitted to Landlord. Landlord will give due consideration to any request made
by Tenant for renewal of any such approval. In the event Landlord fails to
respond within the aforesaid ten (10) Business Day period, Tenant may give
Landlord an additional notice specifying the proposed materials with respect to
which it has failed to respond. If Landlord shall fail to respond to such
additional notice within five (5) Business Days after Landlord's actual receipt
of same, Landlord shall be deemed to have disapproved such use.

                  6.2.6.   Tenant shall furnish to Landlord, at or before the
time.they are forwarded or made available to the appropriate media or the
public, the final proofs of all such material, which shall not differ
significantly from the proposed material approved by Landlord and which shall
indicate the specific use to which they will be put. If Landlord finds any of
such proofs significantly different from the proposed material approved, or
inappropriately or untimely used, then Tenant shall, as soon as practicable
after being notified to that effect by Landlord, cause the withholding or
discontinuance of such material and diligently seek to effect, to the extent
possible, the recall or cancellation of any material already authorized or
begun.

                  6.2.7.   To facilitate the coordination by Landlord of
advertising and promotional efforts, Tenant shall from time to time, but no less
often than quarterly, notify Landlord in writing, so as to afford to it as much
advance notice as is reasonably practicable, of all plans for future
distribution or display of its advertising or promotional material to be used in
connection with the Premises. Such notice shall specify the planned publication
dates and media constituents. Tenant shall use reasonable efforts (such as
weekly meetings) to advise Landlord of any modifications of, additions to, or
cancellations of, any such plans.

                  6.2.8.   As a condition to the exercise by Tenant of the right
granted to it in this Section, each such exercise shall be accompanied by such
copyright notice or registration notice as shall be required by Landlord.
Landlord will, from time to time, notify Tenant of the form and content of the
copyright or registration notice to be used.

                  6.2.9.   Neither anything in this Section nor anything
contained in this Lease or in any other document, instrument, correspondence or
communication, shall be deemed or construed to grant to Tenant any rights
whatsoever (except to the extent and in the manner provided herein), and Tenant
hereby covenants that, except as otherwise specifically permissible under this
Lease, it shall not:

                           6.2.9.1. Use DOWNTOWN DISNEY(R) name, THE DISNEYLAND
RESORT(R) PROJECT name, THE DISNEYLAND(R) name or DISNEY'S CALIFORNIA
ADVENTURE(R) name, either alone or in conjunction with, or as a part of, any
other word, mark, name or title, in any trademark or service mark sense, or in
any other manner;

                                       53



                           6.2.9.2. Use the names "Walt Disney", "Walter E.
Disney", "Disney" or any variation thereof, either alone or in conjunction with,
or as a part of, any other word, mark, name or title;

                           6.2.9.3. Use any characters (such as Mickey Mouse),
designs, names, symbols, representations, figures, drawings, ideas of other
matter owned, developed or created by Landlord, The Walt Disney Company, or any
of Landlord's Affiliates in any manner whatsoever;

                           6.2.9.4. Sell or distribute any literature,
merchandise, souvenirs or other items which refer to or depict: (i) THE
DISNEYLAND RESORT(R)PROJECT, DOWNTOWN DISNEY(R)or (ii) any other property, real
or personal, owned, operated or managed by Landlord or any of Landlord's
Affiliates; or (iii) DOWNTOWN DISNEY(R) or THE DISNEYLAND RESORT(R) PROJECT name
or symbol; provided, however, that subject to the terms of this Lease, Tenant
may sell or distribute any duly licensed consumer products acquired from third
party vendors which incorporates or is a manifestation of the intellectual
property of Landlord or its Affiliates; or

                           6.2.9.5. Use (or authorize others to use), reproduce,
sell, distribute, display or exploit DOWNTOWN DISNEY(R) or THE DISNEYLAND
RESORT(R) PROJECT name or symbol or the copyrighted works of The Walt Disney
Company, Landlord or any of Landlord's Affiliates.

                  6.2.10   In the event Tenant fails to comply with or violates
any of the terms of this Section, then Landlord may, in addition to any and all
remedies provided under this Lease or at law or in equity, terminate (in whole
or in part) the right of Tenant provided in this Section, whereupon Tenant shall
withhold and discontinue all further use of its right granted hereunder and
Tenant shall recall and cancel any materials previously distributed or displayed
by Tenant.

         6.3.     Copyrights.

Any use or reproduction of any copyrighted works of art or other copyrighted or
registered material approved by Landlord shall be accompanied by such copyright
or registration notice as may be required by applicable Laws or by Landlord.

7.       PREMISES MANAGEMENT AND EMPLOYEES.

         7.1      Premises Management.

Management and operation of the Premises shall at all times be under the direct
supervision and control of Tenant.

         7.2.     Premises Employees.

The following provisions shall apply with respect to all employees of Tenant
employed in connection with the Premises:

                  7.2.1.   All such employees shall be employees of Tenant and
not of Landlord, any of Landlord's Affiliates or any other person or entity.

                                       54



                  7.2.2.   All such employees shall, as a condition of their
employment or assignment within THE DISNEYLAND RESORT(R) PROJECT, agree to be
subject to and comply with all standards, rules and regulations of Landlord
which may be in effect from time to time and applicable to employees of entities
sponsoring attractions or corporate displays in THE DISNEYLAND RESORT(R) PROJECT
or any part thereof, including, but not limited to, the rules of conduct
(including working hours) and personal appearance standards established by
Landlord for its own employees.

                  7.2.3.   All such employees shall be required to successfully
complete Landlord-sponsored (or sponsored by an Affiliate of Landlord)
orientation and training programs prior to or reasonably soon after beginning
employment and on a periodic basis thereafter as deemed appropriate by Landlord
(such orientation and training programs shall be provided by Landlord to
Tenant's employees at the expense of Tenant).

                  7.2.4.   Landlord shall have the right to approve the
assignment of any such employees and to direct Tenant to reassign any such
employees (and Landlord shall have no liability in connection with any employee
transfer or discharge thereby made by Tenant and Tenant shall hold Landlord
harmless in connection therewith); provided, however, that so long as Tenant has
complied with the requirements of: (i) this Lease (including, without
limitation, the Disney Standard in all respects); (ii) Tenant's own employment
policies; and (iii) all applicable Laws, then Tenant shall not be required to
transfer or discharge any employee of Tenant in accordance with this subsection
if to do so would, in Tenant's reasonable opinion, result in a violation of any
applicable Law.

                  7.2.5.   Tenant shall be solely responsible for all salaries,
employee benefits, social security taxes, Federal or state unemployment
insurance, workers' compensation coverage and any and all taxes and other
charges of any kind whatsoever relating to such employees.

                  7.2.6.   Tenant's employees shall not be entitled to
participate in any of Landlord's employee benefit or welfare plans.

                  7.2.7.   Tenant shall be responsible for such employees'
failure to comply with any of the applicable provisions of this Lease.

         7.3.     Policies of Employment and Employment Commitment.

                  7.3.1.   Tenant shall maintain policies of employment as
follows:

                           (a)      Neither Tenant nor any of its agents,
employees or contractors shall discriminate against any employee or applicant
for employment on the basis of race, religion, color, sex, national origin,
sexual orientation, disability or on any other basis whatsoever which may
violate any applicable Law. Tenant shall take action to insure that qualified
applicants for available positions are employed. Tenant shall post in
conspicuous places, available to employees and applicants for employment,
notices setting forth the policies of non-discrimination.

                           (b)      Tenant shall, in all solicitations or
advertisements for employees placed by it or on its behalf, state that all
qualified applicants will receive consideration for

                                       55



employment without regard to race, religion, color, sex, national origin, sexual
orientation, or disability and that Tenant is an equal opportunity employer.

                  7.3.2.   Tenant shall recruit, train, supervise, direct,
discipline, and if necessary, discharge personnel working at the Premises. As a
requirement of this Lease, all personnel working at the Premises, management,
non-management, and hourly, must abide by Landlord's appearance standards and
rules of conduct. Employees will adhere to THE DISNEYLAND RESORT(R) PROJECT
practices and policies concerning grooming standards, drug abuse, smoking,
alcohol consumption, eating, using offensive language, fighting, etc. Name tags
shall be worn by all employees. Tenant shall cause all of its employees to
behave in a friendly, respectable, and courteous manner towards all guests and
Landlord, its staff and management. If Landlord believes that any of Tenant's
employees are acting (or failing to act, as the case may be) other than as
required under this Lease, or Landlord or its agents determine that any of such
employees are not performing their duties in a competent manner, Landlord shall
so advise Tenant and Tenant shall promptly arrange to correct the deficiencies
or to replace such employee, as determined by Tenant and approved by Landlord.

         7.4.     Costumes and Appearance Standards.

All employees at the Premises shall wear costumes or uniforms provided by
Tenant, at Tenant's sole cost and expense, or employees may wear their own
clothing provided such are of a high quality and appearance and are consistent
with the Disney Standard. All costumes or uniforms shall be subject to the prior
approval of Landlord in writing (in Landlord's sole discretion). All costumes,
uniforms or personal clothing shall be maintained, washed and pressed and
otherwise be in a condition equivalent or better than that of the costumes or
uniforms used at public guest facilities owned or operated by Landlord or its
Affiliates within THE DISNEYLAND RESORT(R) PROJECT.

         7.5      Employee Parking.

Landlord shall have the right, from time to time, to designate and charge for
certain parking areas for Tenant employee parking, and Tenant agrees that Tenant
and its employees shall not thereafter park in any parking areas except those
areas so designated by Landlord. In order to facilitate the enforcement of such
restriction on Tenant and employee parking, Tenant agrees that it shall, within
three (3) days after each employee's hire date, furnish and provide to Landlord
the automobile license tag numbers of all Tenant and employee vehicles. Landlord
may, in its sole discretion, require that any and all of Tenant's employees at
the Premises submit copies of their driver's licenses and register their motor
vehicles with the Security or other department of Landlord, and that such
employees affix and maintain certain decals to their motor vehicles in order to
obtain access to certain facilities within THE DISNEYLAND RESORT(R) PROJECT.
Tenant shall advise its employees to properly lock and secure their motor
vehicles and to refrain from leaving any valuables in their motor vehicles,
since Landlord does not assume and Landlord hereby disclaims any liability or
responsibility whatsoever for the safety or security of any such employee motor
vehicle or the contents thereof. In the event that Tenant or its employees shall
fail, following one (1) written or oral notice, to: (i) park their motor
vehicles in areas properly designated by Landlord for such parking; or (ii)
otherwise follow the requirements of this

                                       56



Section, then Landlord may, at its sole option, cause any such motor vehicle to
be towed, at Tenant's expense, and/or charge Tenant the sum of $25.00 for each
offense.

8.       GUEST SURVEYS.

         8.1.     Periodic Guest Surveys.

                  8.1.1.   Landlord shall, at its option and expense, have the
right to conduct itself, or to cause Tenant to conduct at Tenant's expense,
guest evaluation and experience surveys at periodic intervals. Any such
evaluation or survey may, at the discretion of Landlord, be conducted in or upon
the Premises or through the use of mail or telephone (or other electronic)
contact. If Landlord wishes to conduct such evaluation or survey by means of
mail or telephonic (or other electronic) contact, upon request therefor by
Landlord, Tenant shall provide at no cost to Landlord, by hard copy and magnetic
media, the names and addresses (and, if available, telephone numbers) of guests
who (i) have voluntarily disclosed such information in Tenant's guest book,
which shall be present at all times on the point of sale counter, (ii) have
voluntarily disclosed such information to the cashier for data entry into the
point of sale system, and/or (iii) have paid for goods or services upon the
Premises by means of a credit or direct debit card (or its equivalent), sorted
by categories as requested by Landlord. The timing of any such surveys described
in the preceding sentence shall be coordinated with Tenant (it being understood
and agreed by Tenant that Tenant shall cooperate with Landlord in such regard),
and such surveys shall be addressed to obtaining such data as Landlord shall
require, and the results thereof shall be shared between Landlord with Tenant,
provided, however, that nothing in this Section 8.1 shall require Tenant to
disclose customer data which Tenant is required to keep confidential, whether by
customer request or by Law.

                  8.1.2.   At Landlord's request, Tenant shall at its expense,
as a component of its operating standards and in addition to any surveys or
evaluations conducted by or at the instance of Landlord as set forth in
Subsection 8.1.1 above: (i) periodically (but no fewer than twice per Lease
Year) conduct guest evaluation and experience surveys, and (ii) place comment
cards or the like in the public areas of the Premises. Tenant shall compile,
analyze and review all data received from such efforts in a form reasonably
acceptable to Landlord and Tenant shall share all of such data with Landlord,
provided, however, that Tenant shall not be required to disclose customer data
which Tenant is required to keep confidential, whether by customer request or by
Law.

                  8.1.3.   The results of any such guest surveys or comment
cards or the like described in the foregoing subsections may be used by Landlord
for all purposes as probative evidence of Tenant's compliance or non-compliance
with the terms of this Lease, including, without limitation, the Disney
Standard.

9.       TAXES AND ASSESSMENTS.

         9.1.     Payment of Taxes and Assessments.

Tenant shall pay as and when they shall become due and payable, as Additional
Rent, an amount equal to all Taxes and Assessments during the Term. Landlord
shall equitably apportion the total amount of Taxes and Assessments for the tax
lot(s) which the Premises is a part among the

                                       57


 various tenants and owners affected thereby, either on a square footage,
intensity of use or some other common factor basis, in which event Taxes and
Assessments shall be based upon the proportion of the floor area of the Premises
to the total floor area of all the land and improvements in the tax lot(s) for
which the Premises is a part, or based upon the nature or intensity of use or
some other common factor applicable to Tenant and the various other tenants and
owners. As of the date of this Lease, Landlord estimates that Tenant's pro rata
share of Taxes and Assessments will be approximately   *   of the Premises.
Tenant shall pay to Landlord, as Additional Rent, Tenant's portion of such Taxes
and Assessments within thirty (30) days of Tenant's receipt of a statement from
Landlord therefor. Tenant shall not be responsible for the personal property
taxes of any person or party other than Tenant (it being acknowledged by the
parties, however, that under present Law Tenant is responsible for filing and
paying its personal property taxes directly to the appropriate Governmental
Authority and that in such event any such equitable allocation would not include
personal property taxes with respect to Tenant's personalty).

         9.2.     Proration of Taxes and Assessments.

Taxes and Assessments for the calendar years during which the Commencement Date
and the Expiration Date occur shall be prorated so that Tenant pays only that
portion of the Taxes and Assessments for such calendar years allocable to
periods of time during the Term. Such proration shall be computed and made as
soon as practicable after the Commencement Date and the Expiration Date.

         9.3.     Challenge of Taxes and Assessments.

                  9.3.1.   Tenant shall not contest, challenge or appeal
(directly or indirectly, formally or informally, officially or unofficially) any
Taxes and Assessments levied, assessed or imposed by any Governmental Authority
without the prior written consent and approval of Landlord, which consent and
approval may be granted or withheld by Landlord in its sole and absolute
discretion. Without limiting the generality of Section 15.1 (Indemnity of
Landlord), Tenant acknowledges and agrees that the indemnity provisions of
Section 15.1 shall be deemed to include, without limitation, any and all
increased taxes and/or assessments, penalties or interest, imposed on any
property owned or operated by Landlord or any Landlord Affiliate (together with
all attorneys fees and costs incurred by Landlord or any Landlord Affiliate in
appealing or otherwise attempting to reverse such costs or liabilities)
resulting, in whole or in part, from Tenant's breach of this Subsection 9.3.1.
Landlord reserves the right, but shall not be obligated to do so, to contest,
challenge and/or appeal any and all Taxes and Assessments. If any Taxes and
Assessments are contested, challenged or appealed by Landlord, then Tenant's
proportionate share of Taxes and Assessments shall also include Tenant's
proportionate share of Landlord's cost and expense of contesting such Taxes and
Assessments.


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.


                                       58





10.      UTILITIES; REPAIRS; JANITORIAL SERVICE; TRASH COLLECTION AND SECURITY.

         10.1.    Utilities.

                  10.1.1.  Except for cable television service and phone
service, Landlord shall cause lines, cables, mains and other conduits and
connections for the delivery of Utilities to be brought to locations fifteen
(15) feet of the Premises, as shall be determined by Landlord in Landlord's sole
discretion. Landlord may, but shall not be required to furnish to Tenant any
Utilities of any kind whatsoever during the Term (including, without limitation,
water, steam, heat, fuel, gas, hot water, electricity, light and power). This
Lease shall be subject and subordinate to any easements that Landlord may elect
to grant to providers of any Utilities to provide service to the Premises.

                  10.1.2.  If Tenant should construct an Improvement which
encroaches upon, or should landscape or otherwise improve on or over, a utility
easement reserved by Landlord hereunder, whether with or without the consent of
Landlord, Tenant shall remove same to the extent necessary to effect the
maintenance, repair or replacement of any Utilities within the easement and
shall restore same, all at its cost and expense.

                  10.1.3.  Tenant shall pay for the cost of providing temporary
utility services to the Premises during construction (including, without
limitation, the performance of Tenant's Work). Tenant shall pay to Landlord the
actual cost for any such temporary utility services furnished by Landlord.

                  10.1.4.  Tenant shall pay all connection fees imposed by any
governmental or quasi-governmental entity or utility or by Landlord or any
Affiliate of Landlord (if such utility is so provided) for or relating to the
Utilities including, but not limited to, connections for telephone, electric,
potable water and waste water lines, and construction costs of connecting to
such Utilities. Tenant shall pay and be responsible for the Utilities (and any
other utilities utilized by Tenant) and shall pay for customary hook-up and
service fees.

                  10.1.5.  Tenant shall make all arrangements for, and pay or
cause to be paid when due all charges for, all Utilities and services furnished
to the Premises or used by Tenant, including, but not limited to, electricity,
water, telephone and sanitary sewer services. Landlord may provide Tenant with
hot and chilled water through Landlord's central plant. Tenant shall pay
Landlord for its usage of hot and chilled water plus its share of the amortized
capital costs of Landlord's central plant plus Tenant's share of the maintenance
and utility costs to run the central plant. Tenant may not audit or review
Landlord's books and records regarding its capital and maintenance costs for its
central plant. If any utility to the Premises cannot be separately metered, or
if Landlord is required by any utility supplier or itself elects to supply the
utility service through a master meter, then Landlord shall equitably apportion
the cost of such utility among the various tenants or users served thereby on
either a square footage basis (based upon the proportion of the leased area of
the Premises to the gross area served through the same master meter) or based
upon the intensity of use by Tenant. If requested by Landlord, Tenant shall, at
Tenant's expense, cause to be installed for the Premises submeters or
information meters on any utility served through a master meter. In the event of
such apportionment or submetering, Tenant

                                       59



shall pay to Landlord monthly, as Additional Rent, Tenant's portion of the cost
of such utility, within ten (10) days of receipt of a statement from Landlord
therefor.

                  10.1.6.  If Tenant desires cable television service, it shall
contract through Century Cable; provided, however, in no event shall such cable
television exhibit obscene, pornographic or objectionable content or any content
which is not of the Disney Standard. All public phone service within the
Premises shall be through Vista-United Telecommunications and Tenant shall
contract within such entity for such service.

                  10.1.7.  For any utility serving the Premises, Tenant shall
make all arrangements for, and pay or cause to be paid when due all charges for,
installation of connection hook-ups, back flow preventive devices, and submeters
and/or other devices for the measurement of utilities supplied to the Premises.

                  10.1.8.  In no event shall Landlord be liable or responsible
for any interruption or disruption of utility service and Tenant hereby waives
any and all claims against Landlord for any loss, damage or expense arising out
of or incurred in connection with any of such events.

                  10.1.9.  Landlord reserves the right to grant such easements
to Vista-United Telecommunications and/or any other supplier of utilities
services which are reasonably necessary to enable them to provide utility
services to the Premises or other portions of THE DISNEYLAND RESORT(R) PROJECT.
Further, Landlord reserves the right, at its own cost and expense, to construct,
erect, place, bury, operate, maintain, repair, renew or replace utilities on,
over, under or through any portion of the Premises or to alter the alignment of
any existing utilities on any portion of the Premises, provided that such use
shall not unreasonably interfere with Tenant's use of the Premises.

         10.2.    No Repairs by Landlord.

Except with respect to the structural elements of the Premises that were part of
Landlord's Work including, without limitation, the roof and slab of the Building
(unless affected by Tenant's actions, normal wear and tear excluded), and any
utilities which run through the Premises which do not exclusively serve the
Premises, Landlord shall not be obligated to repair, maintain or replace any
part of the Premises during the Term.

         10.3.    Repairs by Tenant.

During the Term, except as provided in Section 10.2 above, Tenant shall perform
all maintenance, repair and replacement of the Premises (including the exterior
thereof and any portion of the Common Area due to the misuse by Tenant). Tenant
shall, at Tenant's sole cost and expense, put, keep, replace, maintain and
repair the Premises so that at all times the Premises shall be in good order and
repair, and in a good, safe and substantial condition, and Tenant shall not
cause or permit any waste or deterioration thereof. Tenant's obligations
hereunder shall be timely performed by Tenant whenever the same may arise during
the Term, whether foreseen or unforeseen, whether interior or exterior, whether
ordinary or extraordinary, and regardless of the time remaining in the Term.
Subject to Article 13 hereof, upon the expiration or sooner termination of this
Lease, Tenant shall leave the Premises in a condition at least as good as the
condition the Premises were in on the Commencement Date, excepting only ordinary
wear and

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tear, depreciation and obsolescence. Tenant acknowledges that the initial
Furnishings will become worn out, defective, obsolete or otherwise inappropriate
under or with respect to the Disney Standard. Accordingly, Tenant shall, at its
sole cost and expense, periodically procure, install, maintain, repair, renew
and replace in, upon or about the Premises all Furnishings necessary or
appropriate for the operation of a first-class Build-A-Bear Workshop store
consistent with the standards of THE DISNEYLAND RESORT(R) PROJECT, and otherwise
in strict conformity with the Disney Standard.

         10.4.    Standards for Repair and Maintenance.

Notwithstanding the possible existence of any generally accepted industry
standards used in the Anaheim area defining the expression "in good order and
repair, and in a good, safe and substantial condition," Tenant hereby
acknowledges that the overall value, desirability and attractiveness of the
Premises will be substantially augmented and enhanced as a result of its
location within THE DISNEYLAND RESORT(R) PROJECT and that the Disney Standard
materially exceeds any such generally accepted industry standards. Accordingly,
Tenant covenants and agrees that, continuously throughout the Term, the Premises
will be operated and maintained in strict accordance with the Disney Standard.

         10.5.    Consultation with Landlord.

In order to: (i) fulfill the terms and provisions contained herein; and (ii)
operate, manage and maintain the Premises for the best use, enjoyment, welfare
and benefit of Tenant and Landlord, their successors, assigns and legal
representatives or any other party claiming an interest in the whole or any
portion of the Premises by, through or under either of said parties and the
guests, invitees, lessees and licensees of any of the foregoing parties, there
is hereby imposed upon Tenant the specific duty and obligation to consult with
Landlord and seek its advice, guidance, consent and approval as to all matters
concerning the proper maintenance, operation, repair and replacement of any and
all Improvements, Furnishings, signs, decorative walls, landscaping, and
personal property placed or erected upon the Premises in a manner consistent
with the Disney Standard. The aforesaid duty to specifically consult with
Landlord shall not in any way limit or condition the affirmative obligation of
Tenant to repair and maintain the Premises as set forth in this Article.

         10.6.    Ultimate Responsibility for Standards.

Notwithstanding anything contained in this Lease to the contrary, the above
provisions and standards shall in no way create, impose or imply that Landlord
has any specific duty or responsibility to either Tenant, its successors,
assigns and legal representatives, any other party claiming an interest in the
Premises by, through or under either Landlord or Tenant or to the guests,
invitees, lessees and licensees of any of the foregoing parties with regard to
the matters addressed herein. Nothing contained herein is intended to set any
acceptable minimum safety or welfare standards and it shall remain the sole
responsibility of Tenant to determine its own minimal levels of acceptable order
and condition for the Premises and to ensure conformity to the terms of this
Lease as well as to all other legal requirements as hereinafter provided, it
being agreed that Tenant shall hold Landlord harmless from all claims and
liabilities arising therefrom.

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         10.7.    Janitorial, Pest Control and Sitescaping Services.

Tenant shall make arrangements and pay for all janitorial, pest control and
landscaping services for the Premises. Tenant shall have the right to contract
for such services with third parties; provided, however, that the third parties
selected by Tenant shall be subject to Landlord's prior approval in its sole
discretion.

         10.8.    Trash and Garbage Collection.

Tenant shall temporarily store all of Tenant's garbage and trash in a ventilated
and enclosed area on the Premises, and Tenant shall be responsible for
collecting and transporting all of its garbage and trash to the trash storage
area designated by Landlord as and when required by Landlord. Tenant shall
ensure that all garbage and trash is properly stored in leak-resistant, odor
resistant bags or containers prior to disposal and in accordance with all Laws.
Tenant shall take all necessary means to ensure that no offensive odors (as
determined by Landlord) emanate from the Premises. Tenant shall maintain the
cleanliness and sanitation of the trash area relative to Tenant's use thereof.
All boxes and cartons shall be torn or broken down by Tenant as necessary so as
to be easily accommodated in the bags or containers. Tenant shall not place any
material in any trash or garbage container which cannot be disposed of in the
ordinary and customary course of trash and garbage disposal. Tenant shall comply
with Landlord's recycling plan as set forth by Landlord from time to time.
Tenant shall pre-sort recyclable material and deposit such into designated
containers/areas. Tenant shall be responsible for paying to Landlord (or such
entity as may be designated by Landlord from time to time) (at rates which shall
be competitive with private companies in the area providing the same service or
services) or the City of Anaheim and/or the County of Orange, all fees for the
use of any dumpsters or containers used by Tenant and all charges in connection
with removal of Tenant's trash and garbage from the designated trash storage
area including, without limitation, Orange County Sanitation fees.

         10.9.    Fire Monitoring.

Tenant shall pay to Landlord the monitoring fees which are established from time
to time for monitoring of the emergency fire system installed (or to be
installed) in the Premises. Such system shall tie into Landlord's fire
monitoring system. Landlord shall not have any liability to Tenant as a result
of any damage, loss or claim sustained by Tenant as a result of any failure of
such system or negligence in the monitoring thereof.

         10.10.   Sanitation.

Tenant shall be responsible for the normal and customary sanitation and cleaning
of the entire Premises. Further, Tenant shall clean the interior and exterior
walls, air ducts and vent systems pursuant to all applicable Laws and consistent
with the Disney Standard and as otherwise provided in the Operating Conditions,
Rules and Regulations. All cleaners and chemicals utilized in the sanitation of
the Premises by Tenant must be first approved by Landlord in its sole
discretion. Tenant shall promptly forward to Landlord copies of all Orange
County Health Department inspections.

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         10.11.   Security.

Tenant shall provide its own security within its Premises. Tenant shall provide
security/customer control for Tenant's customer queue lines. All of Tenant's
security plans, systems and processes shall be subject to the prior approval of
Landlord, in Landlord's sole and absolute discretion. Any outside security
companies used by Tenant shall be subject to Landlord's prior approval, in
Landlord's sole and absolute discretion. No armed security is permitted.
Tenant's security alarm system shall tie into Landlord's system. Any armored car
service used by Tenant shall be at Tenant's risk and expense and shall be
approved by Landlord, in its sole and absolute discretion. Tenant's employees
shall follow all guidelines provided under Landlord's emergency action plan.

11.      IMPROVEMENTS OR ALTERATIONS.

         11.1.    Improvements or Alterations.

Except for the construction and installation of the initial Improvements and
Furnishings expressly provided for in this Lease, Tenant shall not make any
exterior improvements or alterations of any kind or nature (even if "minor" or
"decorative") without the prior consent and approval of Landlord in Landlord's
sole discretion in each instance.

   *   Notwithstanding the foregoing, with respect to changes or alterations in
connection with updating or remodeling the Premises in accordance with
Subsection 4.1.5 hereof, and provided such changes or alterations do not affect
the exterior of the Premises and do not exceed the amount of  *    in the
aggregate in any Lease Year, Landlord's approval shall not be required. With
respect to any alterations or improvements which require Landlord's consent
hereunder, Landlord agrees to respond to a complete proposal for such interior
alterations or improvements (including plans, specifications and such other
items as Landlord may reasonably request), submitted by Tenant in a form
acceptable to Landlord, within thirty (30) days of Landlord's receipt of a
complete proposal. Failure by Landlord to respond to such proposal within thirty
(30) days of receipt thereof shall be deemed rejection of such proposal. If
Landlord in its discretion permits any improvement or alteration proposed by
Tenant, any such permission shall be subject to such conditions or requirements
as Landlord may in its discretion require, including, without limitation, the
following: (i) any such improvement or alteration shall be at Tenant's expense
and shall be in compliance with the Disney Standard and all applicable Laws,
including, without limitation, the ADA; (ii) any such improvement or alteration
shall not weaken or impair the structural strength or integrity of the building,
alter its exterior design or appearance, materially impair the use of any of the
service facilities, fundamentally affect the character or suitability of the
Premises for the permitted purposes described in this Lease, or materially
lessen or impair their value; (iii) any such improvement or alteration shall not
be commenced until Tenant shall have obtained all certificates, licenses,
permits, authorizations, consents and approvals necessary for such improvement
or alteration, from all Governmental Authorities having jurisdiction with
respect to the Premises or such improvement or alteration, and Landlord, at
Tenant's expense, shall fully cooperate with Tenant in obtaining any such


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       63



certificate, license, permit, authorization, consent or approval, and shall have
complied with all applicable Lease provisions; (iv) Tenant shall cause all
improvements or alterations to be made and completed with first class materials
and in a good, substantial and workmanlike manner, and in compliance with the
Disney Standard and all Laws, and shall cause all such improvements or
alterations to be diligently prosecuted to completion; (v) Tenant shall promptly
pay all costs and expenses incurred for any such improvements or alterations,
and Tenant shall at all times maintain the Premises free and clear of all liens
for services or labor performed or rendered, or for materials delivered,
supplied or furnished, to or in connection therewith; and (vi) Tenant shall
obtain and maintain in full force and effect builder's risk and commercial
liability insurance covering all work in connection with all improvements or
alterations, in accordance with the provisions of this Lease. Landlord's consent
to any improvements or alterations may be conditioned upon such other factors as
Landlord shall deem appropriate, including a requirement that Tenant deposit
with Landlord a surety bond or other security satisfactory to Landlord to assure
completion of or payment for such improvements or alterations. Except for
Tenant's Personalty, title to all improvements or alterations shall vest in
Tenant immediately upon construction or installation on, or affixation or
annexation to, the Site, but shall subsequently transfer to Landlord upon the
expiration or sooner termination of this Lease pursuant to the terms hereof.
Tenant shall deliver to Landlord within ten (10) days of completion of any
improvement or alteration, as-built drawings of such improvement or alteration,
in form acceptable to Landlord.

12.      LEGAL REQUIREMENTS AND LIENS.

         12.1.    Compliance with Legal Requirements.

Other than in connection with the construction of Landlord's Work by Landlord,
Tenant shall, at Tenant's expense, promptly comply with all legal requirements
affecting the Premises. The phrase "legal requirements affecting the Premises,"
as used in this Section, shall mean and shall include all applicable Laws and
other requirements which relate in any manner to the Premises or any part of the
Premises, or to the use, construction or occupancy of the Premises or any part
of the Premises, including, but not limited to, health and safety codes and
similar requirements, building codes and similar requirements, zoning ordinances
and requirements, use restrictions, fire requirements, safety requirements,
energy-related requirements, environmental requirements and requirements for the
physically challenged (including, without limitation, the ADA).

         12.2.    Challenge of Legal Requirements.

Subject to the terms of this Lease including, without limitation, maintaining
The Disney Standard, Tenant may, at Tenant's sole cost and expense, upon prior
written notice to Landlord, in Tenant's own name and on Tenant's own behalf, in
good faith, contest any legal requirement affecting the Premises and, in the
event of any such contest, may permit such legal requirement so contested to
remain unsatisfied during the period of such contest and any appeal therefrom;
provided, however, that, if Landlord shall notify Tenant that, in Landlord's
sole and absolute opinion: (i) the Premises or any part thereof will be subject
to loss or forfeiture by virtue of or by reason of such non-compliance; or (ii)
the name, image, reputation, goodwill or proprietary rights of Landlord or any
of Landlord's Affiliates or of any portion of THE DISNEYLAND RESORT(R) PROJECT
will be adversely affected, then such legal requirements shall be complied

                                       64



with forthwith or Tenant shall deposit with Landlord a sum of money reasonably
required by Landlord as security to protect the Premises from any loss or
forfeiture and Tenant shall do or cause to be done such other measures as
Landlord shall reasonably require to protect the Premises and such name, image,
reputation, goodwill or proprietary rights.

         12.3.    No Liens.

Landlord's interest in the Site, the Premises and the Furnishings shall not be
subjected to liens of any nature by reason of Tenant's construction, alteration,
repair, restoration, replacement or reconstruction of any Improvements and/or
Furnishings on the Site, or by reason of any other work performed or allegedly
performed, materials furnished or allegedly furnished to or for Tenant, or by
reason of any other act or omission of Tenant (or of any person claiming by,
through or under Tenant) including, but not limited to, mechanics' and
materialmen's liens. All persons dealing with Tenant are hereby placed on notice
that such persons shall not look to Landlord or to Landlord's credit or assets
(including Landlord's interest in the Site, the underlying real property, any
Improvements constructed thereon or any Furnishings contained therein) for
payment or satisfaction of any obligations incurred in connection with the
construction, alteration, repair, restoration, replacement or reconstruction
thereof by or on behalf of Tenant. Landlord reserves the right to enter upon the
Premises or Site for the purpose of posting Notices of Non-Responsibility or any
other notices which Landlord deems necessary or desirable for the proper
protection of Landlord's interest in the Premises or Site or underlying real
property as are permitted by Law. Tenant shall give Landlord notice of the
intended commencement date of any work on or about the Premises or Site
sufficiently in advance thereof to enable Landlord to post Notices of
Responsibility or such other notices. Tenant has no power, right or authority to
subject Landlord's interest in the Site, the underlying real property, or in
such Improvements and/or Furnishings to any mechanic's or materialmen's lien or
claim of lien. If a lien, a claim of lien or an order for the payment of money
shall be imposed against the Site, the underlying real property, or any
Improvements thereon or Furnishings therein on account of Work performed, or
alleged to have been performed, by or on behalf of Tenant, Tenant shall, within
thirty (30) days after the imposition of such lien, claim or order, cause the
Site, the underlying real property, the Improvements and the Furnishings to be
released therefrom by the payment of the obligation secured thereby or by
furnishing a bond or by any other method prescribed or permitted by Law. Tenant
agrees to indemnify and hold Landlord harmless from and against any and all
claims for mechanic's, materialmen's or other liens in connection with any work
performed or allegedly performed, materials furnished or allegedly furnished, or
other obligations incurred by or for Tenant, and in connection therewith Tenant
shall provide Landlord with immediate notice of any and all liens filed against
the Premises, the Site and/or the underlying real property. If Tenant shall fail
to discharge such lien within the period herein set forth, then in addition to
any other right or remedy of Landlord resulting from Tenant's said default,
Landlord may, but shall not be obligated to, and without releasing Tenant from
any of its obligations, cause such liens to be released by any means permitted
by law, including payment in satisfaction of the claim giving rise to such lien.
Tenant shall pay to Landlord at once, upon notice by Landlord, the full sum paid
by Landlord to remove such liens, together with interest at the maximum rate per
annum permitted by law from the date of such payment by Landlord. If a lien is
released, Tenant shall thereupon furnish Landlord with a written instrument of
release in form for recording in the office of the county recorder, Orange
County, California, or as otherwise necessary to be sufficient to establish the
release as a matter of record.

                                       65



         12.4.    Contest of Liens.

Tenant may, at its option, contest the validity of any lien or claim of lien if
Tenant shall have first posted an appropriate and sufficient bond in favor of
the claimant or paid the appropriate sum into court, if permitted by Law, and
thereby obtained the release of the Site, the underlying real property, the
Improvements and the Furnishings from such lien. If judgment is obtained by the
claimant of any lien, Tenant shall pay the same immediately after such judgment
shall have become final and the time for appeal therefrom has expired without
appeal having been taken. Tenant shall, at its own expense, defend the interests
of Tenant and Landlord in any and all such suits; provided, however, that
Landlord may, at its election, at Tenant's expense, engage its own counsel and
assert its own defenses, in which event Tenant shall cooperate with Landlord and
make available to Landlord all information and data which Landlord deems
necessary or desirable for such defense. Tenant shall do or cause to be done
such other measures as Landlord shall reasonably require to protect the Premises
and Landlord's name, image, reputation, good will or proprietary rights.

         12.5.    Notice of Nonresponsibility.

Prior to commencement of any of the Work (and any other construction,
alterations, repairs, restorations, replacements or reconstruction on the Site),
Tenant shall take any and all steps necessary and appropriate to protect
Landlord and Landlord's interest in the Site, the underlying real property or
the Premises from becoming subject to any liens or claims of lien.

13.      DAMAGE OR DESTRUCTION.

         13.1.    Damage or Destruction of Premises.

If the Premises is damaged or destroyed by fire or other casualty, Tenant shall
notify Landlord immediately and the following provisions shall determine the
effect of the damage or destruction on this Lease.

                  13.1.1.  Subject to the termination rights of Landlord and
Tenant under this Lease and Landlord's completion of the restoration of
Landlord's Work, Tenant shall repair, reconstruct or replace, Tenant's Work
(including the Furnishings), or the portion thereof so destroyed or damaged
(whichever is reasonably required) at least to the extent of the value and as
nearly as practicable to the character thereof existing immediately prior to
such occurrence. All work shall be subject to Landlord's prior approval in its
sole discretion, shall be started as soon as practicable after the occurrence of
the casualty and, if applicable, the restoration of Landlord's Work, and shall
be diligently completed at Tenant's expense (to which the insurance proceeds
will be applied as hereinafter provided) in accordance with the construction
schedule acceptable to Landlord, and paid for as promptly as Tenant's exercise
of due diligence makes practicable. Tenant shall, however, immediately take such
action as is necessary to assure that the Premises does not constitute a
nuisance, otherwise present a health or safety hazard or detract from the
aesthetics of the neighborhood, such work to be accomplished at Tenant's sole
cost and expense (but Tenant shall be reimbursed out of the insurance proceeds,
which right of reimbursement shall survive the termination of this Lease). All
repairs and reconstruction shall be performed in a manner acceptable to Landlord
which shall in no way interfere with the ongoing operation of

                                       66



THE DISNEYLAND RESORT(R) PROJECT. Such repairs and reconstruction shall be
performed after operating hours, if required by Landlord. Tenant shall deliver
to Landlord within ten (10) days of completion of any repair, replacement or
reconstruction, as-built drawings, in form acceptable to Landlord.

                  13.1.2. In the event of a casualty resulting in a loss payment
for Tenant's Work in an amount greater than ten percent (10%) of the total
coverage of all insurance applicable to a loss of such nature, the proceeds of
all insurance policies maintained by Tenant exclusive of amounts for Tenant's
inventory, supplies, Merchandise and other items of Personalty that Tenant may
otherwise remove from the Premises, shall be deposited in an interest-bearing
escrow account in a commercial bank with trust powers and authorized to transact
business in California acceptable to both Landlord and Tenant, and shall be used
by Tenant for the repair, reconstruction or restoration of the Premises. The
form and content of such escrow agreement shall also be acceptable to Landlord
in its sole discretion. Such proceeds shall be disbursed periodically pursuant
to the terms of the escrow agreement by the escrow agent upon certification of
the architect or engineer having supervision of the work that such amounts are
the amounts paid or payable for the repair, reconstruction or restoration. As a
condition to such disbursement, Tenant shall, at the time of such deposit with
such escrow agent, and from time to time thereafter until said work shall have
been completed and paid for, furnish Landlord with adequate evidence that at all
times the undisbursed portion of the funds, together with any funds made
available by Tenant, is sufficient to pay for the repair, reconstruction or
restoration in its entirety. Tenant shall be responsible for depositing any and
all additional funds necessary or appropriate to prosecute all repair,
reconstruction or replacement to full and final completion. Tenant shall obtain,
and make available to Landlord, receipted bills and, upon completion of said
work, full, final and unconditional waivers and releases of lien with respect to
all labor and materials furnished. If Landlord elects to do any of the work due
to Tenant's failure to do so in a satisfactory manner within twenty (20) days of
Landlord's notice thereof, Landlord may use the proceeds to pay for such work.
If any funds remain after said work is fully paid for and approved by Landlord,
the remaining funds will be paid over to Tenant (subject, however, to off-set
for any amounts of any kind owed by Tenant (or any of its Affiliates) to
Landlord (or any of its Affiliates). In the event of a casualty resulting in a
loss payment for the Premises in an amount equal to, or less than, ten percent
(10%) of the total coverage of all insurance applicable to a loss of such
nature, the proceeds shall be paid directly to Tenant, and shall be held in
trust by Tenant for repair, reconstruction or restoration of the Premises as
herein provided, and shall be applied by Tenant towards repair, reconstruction
and restoration (and if any funds remain after said work is fully paid for and
approved by Landlord, the remaining funds will be kept by Tenant; subject,
however, to off-set for any amounts of any kind owed by Tenant (or any of its
Affiliates) to Landlord (or any of its Affiliates)).

                  13.1.3.  If, during the last two (2) Lease Years of the Term,
the Premises shall be totally destroyed or so damaged as to render them
unusable, either Landlord or Tenant may elect to terminate this Lease by written
notice to that effect given to the other party not later than thirty (30) days
after the occurrence of the casualty, whereupon this Lease shall cease and
terminate as of the date of the occurrence; provided, however, that such
election shall not be effective unless and until: (i) any entity having any
claim to the insurance proceeds has released and assigned to Landlord all rights
to the insurance proceeds; (ii) Tenant shall pay or assign to Landlord all
proceeds received or receivable under all policies of insurance covering the
Premises, and

                                       67



Landlord must have in fact received, pursuant to this clause (ii) or the
immediately preceding clause (i), all proceeds of insurance required under this
Lease (except for any amount thereof paid with respect to Tenant's inventory,
Supplies, Merchandise and other items of personalty, which Tenant otherwise had
the right to remove from the Premises pursuant to the provisions of this Lease);
(iii) Tenant shall pay to Landlord all Rent due from Tenant with respect to the
period up to and including the effective date of termination; (iv) Tenant shall
cure all defaults of Tenant hereunder other than any in respect of the failure
to make repairs or effect restoration of any damage giving rise to exercise of
Tenant's termination right under this Section; and (v) if such damage or
destruction shall not have been covered by collectible insurance as a result of
the failure of Tenant to maintain insurance in the limits required under this
Lease for any reason, Tenant shall pay to Landlord an amount equal to the excess
of the amount of insurance proceeds that would have been collectible in
connection with such damage if Tenant had not self-insured or maintained
third-party insurance (without any deductible) in accordance with the
requirements of this Lease over the amount of insurance proceeds, if any,
actually collectible (and collected) in connection with such damage. If Tenant
does not elect to terminate this Lease as aforesaid, Tenant shall promptly
comply with the provisions of subsections 13.1.1 and 13.1.2 hereof. All
insurance proceeds payable by reason of any loss of or damage to any of Tenant's
inventory, Supplies, Merchandise and other items of personalty which Tenant
otherwise had the right to remove from the Premises pursuant to the provisions
of this Lease, and the business interruption insurance maintained by Tenant for
the benefit of Tenant, shall be paid to Tenant; provided, however, that no such
payments shall diminish or reduce the insurance payments otherwise payable to or
for the benefit of Landlord hereunder (it being understood and agreed by the
parties hereto that Tenant's right to receive any such proceeds shall be subject
to and subordinate in all respects to Landlord's right to receive Tenant's
insurance proceeds with respect to the Premises and that Tenant shall not
receive or accept any portion of such proceeds unless and until Landlord has
been fully paid for its portion of Tenant's insurance proceeds).

                  13.1.4.   Any damage or destruction due to casualty
notwithstanding, Tenant's obligation to pay Minimum Rent and Additional Rent
required by this Lease shall remain unabated by reason of any damage or
destruction to the Premises, and Tenant's obligation to pay Percentage Rent
required by this Lease shall also remain unabated by reason of any damage or
destruction to the Premises which does not result in a reduction of Gross Sales.
If and to the extent that any damage or destruction results in a reduction of
Gross Sales which would otherwise be realizable from the operation of the
Premises, then Landlord shall receive all loss of income insurance proceeds
equal to the Rent (including Percentage Rent based upon the Percentage Rent paid
for the previous Lease Year) Tenant would otherwise have been required to pay,
and Tenant shall have no obligation to pay Percentage Rent which would have
otherwise been realizable from Gross Sales generated by the operation of the
Premises; provided, however, that if such damage or destruction was caused by
Tenant's gross negligence or willful misconduct, Tenant shall remain liable for
the amount of Percentage Rent which otherwise would have been realizable from
the operation of the Premises, and the basis for the payment of such Percentage
Rent shall be the average Percentage Rent paid by Tenant during the last three
preceding Lease Years (or if three Lease Years have not elapsed, the average
during the preceding Lease Years or if one Lease Year has not elapsed, the
amount derived by annualizing the Percentage Rent from the Commencement Date) as
if such damage or destruction had not occurred.

                                       68



         13.2.    Effect of No-Insurance.

Nothing contained herein shall relieve Tenant of its obligations under this
Article if the destruction or damage is not covered, either in whole or in part,
by insurance, or if the net insurance proceeds shall be insufficient to pay the
entire cost of the repair, restoration or replacement; and Tenant's liability
under this Article shall survive any termination of this Lease (other than a
termination pursuant to Subsection 13.1.3 hereof).

         13.3.    Event of Default.

Any provision of this Lease to the contrary notwithstanding, if an Event of
Default has occurred and is continuing, or if this Lease is terminated by reason
of the occurrence of an Event of Default, all insurance proceeds and/or
condemnation awards shall be turned over to Landlord, on demand, for application
to restoration of the Premises or as Landlord otherwise directs and Tenant shall
assign to Landlord any and all rights which it has to receive any insurance
proceeds.

         13.4.    Risk of Loss of Property and Risk of Injury.

Landlord shall not at any time be liable for any loss of or damage to any
property of Tenant or others in or upon the Premises or any adjoining sidewalks,
streets, roads or ways, and Landlord shall not be liable to anyone for personal
damage or injury in or upon the Premises or any adjoining sidewalks, streets,
roads or ways.

         13.5.    Landlord's Election. Following damage to or destruction of the
Premises, Tenant may request in writing whether or not Landlord elects to
rebuild the Premises to the extent of Landlord's Work. If Landlord elects not to
rebuild, then this Lease shall terminate as of the date Tenant ceases operating
from the Premises due to such damage or destruction. Nothing contained in this
Lease shall require Landlord to repair or rebuild the Premises following damage
or destruction thereto.

14.      CONDEMNATION.

         14.1.    Applicable Definitions and Standards.

For the purposes of this Article: (i) a "TAKING" (and its derivations) shall
mean any condemnation or exercise of the power of eminent domain by any public
authority vested with such power, or any taking in any other manner for public
use, including a private purchase, in lieu of condemnation, by a public
authority vested with the power of eminent domain or a sale by Landlord under
threat of condemnation; (ii) the "TAKING DATE" of any Taking shall mean the
earlier of the date upon which title to the Premises or portion thereof taken is
vested in the condemning authority, or the date upon which possession of the
Premises or portion thereof is taken by the condemning authority; and (iii)
"SUBSTANTIALLY ALL OF THE PREMISES" shall mean all or so much of the Premises
as, when taken, in Landlord's reasonable judgment, leaves the untaken portion
unsuitable for the continued feasible and economic operation of the Premises by
Tenant for substantially the same purposes as immediately prior to such Taking.

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         14.2.    Total Taking.

If Substantially All of the Premises shall be Taken, then this Lease and the
Term hereby granted shall automatically terminate as of the Taking Date and Rent
shall be prorated to such date. Landlord shall notify Tenant of such
determination made in its reasonable judgment within thirty (30) days after the
date on which title vests in the condemnor.

         14.3.    Partial Taking.

If this Lease continues in force upon such partial taking, the Rent shall be
equitably and proportionately reduced by Landlord based upon remaining capacity
of the Premises as determined by Landlord.

         14.4.    Condemnation Award.

Any condemnation award for the Premises, or the portion thereof so taken, shall
be apportioned between Landlord and Tenant as follows:

                           (a)      If this Lease terminates due to a taking or
condemnation, Tenant shall be entitled to the net book value of Tenant's
interest in the Improvements (to the extent paid for by Tenant) (taking into
account the number of years remaining in the Lease Term and Landlord's right to
receive ownership of such Improvements upon termination of the Lease) and
Landlord shall be entitled to the balance of the award. Notwithstanding the
foregoing, if the balance of the award remaining after such allocation to Tenant
is less than the fair market value of the Site as determined by Landlord,
Landlord shall be entitled to the portion of the award in an amount equal to the
fair market value of the Site, and Tenant shall be entitled to the balance of
the award.

                           (b)      If this Lease does not terminate due to such
taking or condemnation, Landlord shall first be entitled to that portion of the
entire award required to restore Landlord's Work. Tenant shall then be entitled
to that portion of the entire award required, pursuant to the terms of this
Lease, for restoration of the Improvements and the Furnishings, and out of the
portion of the award not applied to restoration, Landlord shall next be entitled
to the fair market value of the Premises and/or Furnishings which is so taken.
Then, that portion of the balance of the award, if any, equal to the amount by
which the value of the Improvements and Furnishings and the value of Tenant's
leasehold estate was diminished by the taking or condemnation shall be paid to
Tenant and Landlord shall be entitled to the balance of the award.

                           (c)      If this Lease does not terminate due to a
taking or condemnation, Tenant shall, following restoration of Landlord's Work
by Landlord (to the extent feasible and practicable), with due diligence,
restore the remaining portion of the Premises to a complete, independent and
self-contained architectural unit in accordance with the provisions of the Lease
relating to Tenant's Work. In such event, the proceeds of the award to be paid
to Tenant as set forth in subsection (b) above shall be deposited with a bank
approved by Landlord as if such award were insurance proceeds hereunder, and the
amount so deposited will thereafter be treated in the same manner as insurance
proceeds are to be treated under this Lease until the restoration has been
completed and Tenant has been reimbursed for all of the costs and expenses
thereof;

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and, if the award is insufficient to pay for the restoration, Tenant shall be
responsible for the remaining cost and expense thereof. Minimum Rent shall be
proportionately abated from the date of such taking or condemnation until such
restoration is substantially completed.

                  (d) Notwithstanding anything contained herein to the contrary,
Landlord has the right to terminate this Lease in the event any portion of the
Premises or any portion of DOWNTOWN DISNEY(R) is taken or condemned for any
public or quasi-public use or purpose.

      14.5. Temporary Taking.

If the temporary use (but not title) of the Premises, or any part thereof, is
taken, this Lease shall remain in full force and effect and Tenant shall
continue to pay all Rent hereunder. Tenant shall receive the award for such
temporary taking pertaining to the Improvements and Furnishings, to the extent
it applies to the period prior to the end of the Term; provided, however, Tenant
shall pay to Landlord the portion of the award for such temporary taking
pertaining to the Site and Tenant shall pay to Landlord any remaining balance of
the award.

      14.6. Disputes.

If Landlord and Tenant cannot agree in respect of any matters to be determined
under this Section, a determination may be requested of the court having
jurisdiction over the taking and if said court will not accept such matters for
determination, either party may have the matters determined by a board or body
having jurisdiction over the parties or the parties may submit to arbitration.

      14.7. Separate Award.

Notwithstanding any provision to the contrary, Tenant shall be entitled to
pursue a separate condemnation award or payment for moving and/or relocation;
provided, however, that same shall not diminish the amounts Landlord is entitled
to receive out of the award pursuant to the provisions of the foregoing
subsections.

      14.8. Exclusive Remedy.

This Section shall be Tenant's sole and exclusive remedy in the event of a
taking or condemnation. Tenant hereby waives the benefit of California Code of
Civil Procedure Section 1265.130.

15.   INDEMNITY.

      15.1. Indemnity of Landlord.

Tenant shall pay and discharge, and shall defend, indemnify and hold Landlord
(and Landlord's Affiliates and the respective officers, directors, agents,
employees, representatives, successors and assigns of each), and the City of
Anaheim, and the Anaheim Public Financing Authority, and their respective
elected and appointed representatives, boards, commissions, officers, agents and
employees (collectively herein, "THE CITY" and "THE AUTHORITY", respectively)
(collectively the

                                       71



"INDEMNIFIED PARTIES") forever harmless from, against and in respect of all
obligations, settlements, liabilities, losses, damages, injunctions, suits,
actions, proceedings, fines, penalties, claims, liens, demands, costs, charges
and expenses of every kind or nature, including, without limitation, reasonable
fees of attorneys and other professionals through all appeals, and disbursements
which may be imposed on, incurred by or asserted against the persons hereby
required to be indemnified (but not against any of the same to the extent that a
negligent, willful or intentional act or omission of any of Landlord, its
Affiliates, and their respective officers, directors, agents, employees,
representatives, successors and assigns, or any of such parties required to be
indemnified, gave rise thereto or was the cause of same), arising directly or
indirectly from or out of; (i) any failure by Tenant to perform any of the
agreements, terms, covenants or conditions on Tenant's part to be performed
under this Lease; (ii) any wrongful act, negligence or willful misconduct on the
part of Tenant or its Affiliates, or their respective, officers, directors,
agents, representatives, employees, contractors or invitees, or any failure of
Tenant or its officers, directors, employees, agents or representatives to
comply with any Laws, Project Requirements or Operating Conditions, Rules and
Regulations, or with the directive of any Governmental Authority; (iii) any
misrepresentation, act or omission of or by Tenant, its employees, licensees,
invitees, contractors, subcontractors or materialmen, or the employees, agents,
officers or directors of any of them or anyone for whose acts any of them may be
liable; (iv) any accident, injury or damage which shall happen in or on the
Premises, however occurring, and any matter or thing growing out of the
condition, occupation, construction, maintenance, alteration, repair, use or
operation by any person of or in the Premises, whether such damage, destruction
or injury is caused by or is the fault of Tenant or any contractor,
subcontractor, laborer, supplier, materialman or any other third party retained
by Tenant; (v) any matter or thing growing out of the condition, occupation,
maintenance, alteration, repair, use, management or operation of the Premises;
(vi) any construction, demolition or other thing done by Tenant in, on or about
the Premises, or any part thereof, or any street, alley, sidewalk, garden, curb,
passageway or space adjacent thereto (including, without limitation, the Work);
or (vii) any use, non-use, possession, occupation, condition, operation,
maintenance or management of the Premises or any part thereof or any street,
alley, sidewalk, garden, curb, passageway or space adjacent thereto; or
(viii) any violation by Tenant, whether based on tort, breach of contract,
patent, copyright, trademark or service mark infringement or violations or
otherwise arising directly or indirectly from or out of any use by Tenant or its
Affiliates of the Trade Name (or any other name, mark, logo, slogan, design,
symbol, figure, drawing, idea, or other matter associated therewith); (ix) any
breach or violation of Tenant's representations and warranties expressly set
forth in this Lease; or (x) any other provision of this Lease which provides
that Tenant shall indemnify and/or hold harmless Landlord in respect of the
matters contained in such provision.

      15.2. Indemnity of Tenant.

Landlord shall pay and discharge, and shall defend, indemnify and hold Tenant
(and Tenant's Affiliates and the respective officers, directors, agents,
employees, representatives, successors and assigns of each) forever harmless
from, against and in respect of all obligations, settlements, liabilities,
losses, damages, injunctions, suits, actions, proceedings, fines, penalties,
claims, liens, demands, costs, charges and expenses of every kind or nature,
including, without limitation, reasonable fees of attorneys and other
professionals through all appeals, and disbursements which may be imposed on,
incurred by or asserted against the persons hereby required to be indemnified
(but not against any of the same to the extent that a negligent, willful or
intentional

                                       72



act or omission of Tenant, its Affiliates, and their respective officers,
directors, agents, employees, representatives, successors and assigns, or any
such parties required to be indemnified, gave rise thereto or was the cause of
same), arising directly or indirectly from or out of: (i) any failure by
Landlord to perform any of the agreements, terms, covenants or conditions on
Landlord's part to be performed under this Lease; (ii) any wrongful act,
negligence or willful misconduct on the part of Landlord or its Affiliates, or
their respective agents, representatives or employees; or (iii) any other
provision of this Lease which provides that Landlord shall indemnify and/or hold
harmless Tenant in respect of the matters contained in such provision.

      15.3. Defense Provisions.

            15.3.1. Any party seeking indemnification under this Lease (the
"INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification hereunder (the "INDEMNIFYING PARTY") promptly after the
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought hereunder, and the Indemnified Party shall permit the Indemnifying Party
(at the expense of the Indemnifying Party) to assume the defense of any claim or
litigation resulting therefrom; provided, however, that: (i) counsel for the
Indemnifying Party who shall conduct the defense of such claim or litigation
shall be reasonably satisfactory to the Indemnified Party; (ii) the Indemnified
Party may participate in such defense, but only at the Indemnified Party's own
cost and expense; and (iii) the omission by the Indemnified Party to give notice
as provided herein shall not relieve the Indemnifying Party of its
indemnification obligations hereunder except to the extent that such omission
results in a failure of actual notice to the Indemnifying Party and the
Indemnifying Party is actually and materially damaged as a result of such
failure to give notice.

            15.3.2. The Indemnifying Party shall not, except with the consent of
the Indemnified Party, consent to entry of any judgment or administrative order
or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the Indemnified Party of a
release from all liability with respect to such claim or litigation.

            15.3.3. In the event that the Indemnifying Party does not accept the
defense of any matter as above provided, the Indemnified Party shall have the
full right to defend against any such claim or demand, and shall be entitled to
settle or agree to pay in full such claim or demand, in its sole discretion. Any
such defense, settlement or payment by the Indemnified Party shall not
constitute a waiver, release or discharge of the Indemnifying Party's
obligations under this Article, it being understood and agreed that any such
defense, settlement, or payment shall be without prejudice to the right of the
Indemnified Party to pursue remedies against the Indemnifying Party arising out
of or related to the Indemnifying Party's failure or refusal to defend the
Indemnified Party as required herein. Notwithstanding the foregoing, any
Indemnified Party shall have the right to settle any such action or proceeding
at any time, provided that it releases the Indemnifying Party from any further
indemnification obligation hereunder with respect to such settlement.

            15.3.4. Neither Landlord, Landlord's Affiliates, the City, nor the
Authority shall have any liability to Tenant for any damage or injury to person
or property, or both, directly or indirectly caused by or arising from, in whole
or in part, any act or failure to act of any of the

                                       73



City or the Authority. Tenant shall not sue or otherwise seek recourse against
Landlord, Landlord's Affiliates, the City or the Authority on any claim, demand,
action or cause of action for any such damage or injury to person or property or
both.

            15.3.5. The provisions of this Article 15 shall survive the
expiration or sooner termination of this Lease.

16.   INSURANCE.

      16.1. Coverage.

Commencing at least ten (10) days prior to Tenant taking possession of the Shell
Premises, and thereafter throughout the Term of this Lease, Tenant shall:

                  (i) Keep the Premises including, without limitation, the
Improvements and Furnishings, (including, without limitation, all alterations,
changes, additions and replacements thereto and thereof) insured against loss or
damage. Tenant shall procure (or cause to be procured), and shall maintain (or
cause to be maintained) in full force and effect at all times during the Term,
such insurance against such risks as is customarily carried with respect to
properties similar to the Premises, paying as the same become due all premiums
therefor, including, without limitation, property insurance on the "special
causes of loss" form (including vandalism, theft, malicious mischief, wind
damage, and sprinkler leakage) in an amount not less than one hundred percent
(100%) of the then full replacement cost thereof, and personal property
insurance on the "All Risk" form in an amount not less than one hundred percent
(100%) of the then full replacement cost thereof. All insurance required
hereunder, and all other insurance maintained by Tenant on the Improvements and
the Furnishings in excess of or in addition to that required hereunder, shall
name as loss payee insureds Landlord, Landlord's Affiliates, the City, the
Authority, any Fee Mortgagee and Tenant, as their respective interests may
appear. At least once every three (3) years, Tenant shall obtain, within ninety
(90) days after the request of Landlord, an insurance appraisal of the
Improvements and the Furnishings and adjust the amount of the foregoing
insurance, if necessary, to limits which will then reasonably assure sufficient
proceeds to replace the Improvements and the Furnishings in the event of a
casualty loss;

                  (ii) Provide and keep in force commercial general liability
insurance including, without limitation, blanket contractual, broad form
property damage and products/completed operations premises/project site
operations coverage against liability for bodily injury, death or property
damage having a combined single limit of not less than One Million Dollars
($1,000,000) with respect to injuries or damages in any one (1) occurrence with
a Five Million Dollar ($5,000,000) umbrella and automobile liability insurance
covering owned, non-owned or rented automotive equipment having a combined
single limit of not less than One Million Dollars ($1,000,000) with respect to
injuries or damages in any one (1) occurrence with a Five Million Dollar
($5,000,000) umbrella. Said insurance, and any and all other liability insurance
maintained by Tenant in excess of or in addition to that required hereunder,
shall include protection for, and shall name as additional insureds, Landlord
and Landlord's Affiliates, the City and the Authority, and Fee Mortgagee, the
effect of which will insure it (and them) in respect of any and all loss or
liability resulting from personal injury, death or property damage arising or
occurring upon, or in connection with, the Premises, the Improvements or the

                                       74



Furnishings (including, without limitation, equipment including, but not limited
to, boilers and elevators) or by reason of the operation of the Premises or
occupancy of the Premises by Tenant (and, if insurance covering the acts or
omissions of the following is available, by any of Tenant's Affiliates). At the
end of each year of the Term, upon Landlord's request, Tenant shall review with
Landlord the limits of the said policy or policies and, at that time, shall
cause such liability limits to be adjusted in view of reasonable exposure
anticipated over the next ensuing year; provided, however, that in no event
shall such limits be adjusted lower than the limits stated above;

                  (iii)  Provide and keep in force loss of income insurance on
the "All Risk" form, in an amount equal to the annual Percentage Rent (based on
the first Lease Year of operation or, to the extent the Premises has not been
operated for an entire Lease Year, based on the anticipated annual Percentage
Rent as determined by Landlord) for the benefit of Landlord, and business
interruption insurance on the "All Risk" form in the amount equal to an entire
Lease Year of gross profit;

                  (iv)   Provide and keep in force workers' compensation
insurance, covering all persons employed by Tenant in connection with the
performance of work of any nature in or about the Premises, in a form prescribed
by the laws of the State of California, and employers' liability insurance;

                  (v)    Prior to the commencement of and during the performance
of Tenant's Work, and as and when Tenant may construct, replace, reconstruct,
restore or make a substantial alteration to, any Improvements and/or
Furnishings, provide and keep in force builders' risk insurance in accordance
with the requirements of this Section 16.1;

                  (vi)   Provide and keep in force such other insurance (with
such limits) as may from time to time be commonly be maintained by tenants with
similar operations;

                  (vii)  All insurance policies required hereunder shall either
extend protection to, or contain a waiver of all rights of subrogation against,
Landlord, Tenant, Landlord's Affiliates, the City, the Authority, and Fee
Mortgagee;

                  (viii) Procure policies for all such insurance for periods of
not less than one (1) year and renewals thereof from time to time at least
thirty (30) days prior to the expiration thereof; and

                  (ix)   Perform and satisfy the requirements of such insurance
carriers as Tenant may from time to time select hereunder so that companies of
good standing shall at all times be willing to write and continue such
insurance.

      16.2. Issues; Coverage.

All insurance policies required hereunder shall be issued by fiscally
responsible insurance companies authorized to do business in the State of
California having an A.M. Best's (or its successor) rating (i) equal to the
lesser of an A+X rating as to property insurance and an A-X rating as to all
other insurance or (ii) with the same insurers which are then insuring the
Disneyland(R) Theme Park; provided, however, that in no event shall the insurer
have a Best's or

                                       75



equivalent rating of less than A- VIII and shall name Landlord and Landlord's
Affiliates, the City and the Authority as additional insureds. All such policies
shall require thirty (30) days written notice to Landlord and the City and
Authority prior to any cancellation thereof or change affecting coverage
thereunder. Any insurance coverage required by this Section may be effected by
means of a policy or policies of blanket liability (primary and excess) and
property insurance covering other premises; provided, however, that any such
blanket policy or policies shall specify therein, or Tenant shall furnish
Landlord with a written statement from the insurer or its agent specifying, the
amount of the total insurance allocated to the Premises and the Furnishings,
which amounts shall be no less than the amounts required to be maintained under
this Section. Landlord shall be named as certificate holder and loss payee under
all policies maintained in accordance with Subsections 16.1(i) and (iii). All
insurance policies required hereunder shall state that the coverage provided are
primary to and noncontributory with any insurance program administered or
coverage carried by Landlord, Landlord's Affiliates, the City, the Authority, or
Fee Mortgagee. Each insurance policy: (i) shall be issued by an insurer
authorized under the applicable Laws (and in particular, licensed by the State
of California) to issue the coverage provided by the policy; (ii) shall be
issued on such form of policy, authorized in California, as Landlord may
approve; (iii) shall state that the notice of any claim against Landlord, the
City, the Authority, or Fee Mortgagee shall be deemed to have occurred only when
an officer of Landlord, the City, the Authority, or Fee Mortgagee has received
actual notice of, and has actual knowledge of, the claim; (iv) shall not be
subject to invalidation only as to Landlord, the City, the Authority, or Fee
Mortgagee by reason of any breach or violation by Tenant of any policy
warranties, declarations or conditions or by reason of any act or omission of
Tenant or any of Tenant's officers, employees or agents; (v) shall provide that
any property losses payable thereunder shall be adjusted with Tenant, Landlord,
and Fee Mortgagee; and (vi) shall contain a provision to the effect that the
policy shall not be invalidated, and shall remain in full force and effect, if
any insured waives in writing prior to a loss any or all rights of recovery
against any party for loss occurring to property covered by that policy, and a
provision whereby the insurer itself waives any claims by way of subrogation
against Landlord, its Affiliates, the City, the Authority, and Fee Mortgagee.
Tenant shall not procure or maintain in force any insurance policy which might
have the effect of reducing or diminishing the amounts payable under any of the
policies required by this Lease.

      16.3. Payment of Premiums.

Tenant shall pay the premiums (on at least an annual, semi-annual or quarterly
basis) for all insurance policies which Tenant is obligated to carry under this
Section and, deliver to Landlord immediately upon complete execution of this
Lease a copy of the policy or policies, or a certificate or certificates
thereof, along with evidence that the premiums therefor have been paid for at
least the next ensuing quarter-annual period. Tenant shall also deliver to
Landlord copies of all policies, or certificates thereof, of insurance on the
Premises and the Furnishings and of all policies of liability insurance
maintained by Tenant in excess of or in addition to the insurance required by
this Section.

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      16.4. Proofs of Loss.

Each party will cooperate with the other party in connection with the collection
of any insurance proceeds that may be payable in the event of loss and execute
and deliver to the insurers such proofs of loss and other documents required for
the recovery of any such insurance proceeds.

      16.5. Indemnity.

If, for any reason, Tenant fails to provide and keep in force any or all of the
insurance policies required of Tenant under this Section, then Tenant shall
indemnify Landlord, Landlord's Affiliates, the City, the Authority, and Fee
Mortgagee, and hold Landlord and Landlord's Affiliates, the City, the Authority,
and Fee Mortgagee, harmless from and against any loss which would have been
covered by the insurance Tenant fails to so provide or keep in force. Nothing
contained in this section shall be construed to limit Tenant's indemnity of
Landlord under this Lease. If Tenant defaults on its obligations relative to
insurance as aforesaid, without limitation of any other rights of Landlord,
Landlord may, at its option, purchase insurance on Tenant's behalf and require
Tenant, on demand, to reimburse Landlord for all costs incurred by Landlord in
procuring same, plus interest on such amount, retroactive to the date Landlord
incurred such expense, calculated at a rate of four percent (4%) above the Prime
Rate then in effect.

      16.6. Waivers.

Notwithstanding anything contained herein to the contrary, the parties hereto
hereby waive, to the extent covered by applicable insurance maintained by such
party hereunder, excluding any applicable insurance deductible thereto, any and
all rights of recovery, claim, action or cause of action against each other,
their respective agents, officers and employees, for any loss or damage that may
occur to the Premises or the Project, and to all property (including, without
limitation, the Improvements and the Furnishings), of the waiving party or the
property of others under its control whether real, personal or mixed, located in
or about the Premises by reason of fire, the elements, or any other cause
normally insured against under the terms of standard all-risk fire and extended
coverage insurance policies of the type prescribed from time to time for use in
respect of the Premises regardless of cause or origin, including negligence of
the parties hereto, their respective agents and employees. Tenant shall, upon
obtaining the policies of insurance required under this Lease, give notice to
its insurance carrier or carriers that this mutual waiver of subrogation is
contained in this Lease.

      16.7. Exclusive Remedy.

This Section 16 and Section 13 of this Lease shall be Tenant's sole and
exclusive remedy in the event of damage or destruction to the Premises and/or
the Furnishings, and Tenant, as a material inducement to Landlord entering into
this Lease, irrevocably waives and releases Tenant's rights under California
Civil Code Section 1932(2) and 1933(4). No damages, compensation or claim shall
be payable by Landlord for any inconvenience, any interruption or cessation of
Tenant's business, or any annoyance, arising from any damage to or destruction
of all or any portion of the Premises and/or the Furnishings. This Lease shall
be considered an express agreement governing any case of damage to or
destruction of the Premises, Improvements, Furnishings or other improvement by
fire or other casualty, and any present or future law which purports to govern

                                       77



the rights of Landlord and Tenant in such circumstances in the absence of
express agreement shall have no application.

      16.8. Adjustment to Amount of Commercial Liability Insurance Coverage.

Landlord shall evaluate and review the aforesaid amount of commercial liability
insurance on a periodic basis (but not less frequently than every three (3)
calendar years), and shall take into account all relevant factors, including,
without limitation, the then prevailing practices among first-class restaurants
as well as trends in the risk management, current insurance industry and tort
litigation and law, inflation, etc. The amount of such insurance shall then be
adjusted in accordance with such review and evaluation (but in no event shall
such amount be adjusted downward).

      16.9. Reports on Insurance Claims.

Tenant shall promptly investigate and make a complete and timely written report
to the appropriate insurance company as to all accidents, all claims for damage
relating to the ownership, operation and maintenance of the Premises, and any
damage or destruction to the Premises and the estimated cost of repair thereof
and shall prepare any and all reports required by any insurance company in
connection therewith. All such reports shall be timely filed with the insurance
company as required under the terms of the insurance policy involved. If
requested by Landlord, a copy of any such reports shall be furnished to
Landlord.

17.   FEE MORTGAGES AND FEE MORTGAGEES.

      17.1. Fee Mortgages.

            17.1.1. "FEE MORTGAGE" shall mean any mortgage, deed to secure debt,
deed of trust, trust deed or other conveyance of, or lien or encumbrance
against, fee simple title to the Site and/or Premises (or any portion thereof)
as security for any debt, whether now existing or hereafter arising or created.

            17.1.2. "FEE MORTGAGEE" shall mean the holder of any Fee Mortgage,
together with the heirs, legal representatives, successors, transferees and
assigns of the holder.

            17.1.3. This Lease shall be subordinate to any and all Fee Mortgages
now or hereafter encumbering the Site and/or Premises or any part thereof, and
to all renewals, modifications, replacements and extensions of such Fee
Mortgages; provided, however, that, as to Fee Mortgages that become liens of
record after the date of this Lease, the subordination herein contained shall
not be effective unless the Fee Mortgagee thereunder shall, upon request
therefor by Tenant, execute and deliver a non-disturbance agreement, in favor
of Tenant, providing that, in the event its Fee Mortgage shall be foreclosed, so
long as no Event of Default shall have occurred and be subsisting hereunder, and
so long as Tenant shall attorn to the purchaser upon such foreclosure, and so
long as Tenant continues to pay the Rent and to fully and completely keep,
observe, satisfy, perform and comply with all agreements, terms, covenants,
conditions, requirements, provisions and restrictions of this Lease, this Lease
shall not terminate by reason of such foreclosure and Tenant's possession of the
Premises shall not be disturbed. The terms of this Article shall be
self-operative, and no further instrument of

                                       78



subordination shall be required. Upon request of any party in interest, however,
Tenant shall execute promptly such instruments or certificates as may be
reasonably required to further evidence the intent of this Article, whether the
requirement is that of Landlord or any other party in interest, including,
without limitation, any Fee Mortgagee.

            17.1.4. Notwithstanding the foregoing, if any Fee Mortgagee elects
to have this Lease superior to its Fee Mortgage and states its election in its
Fee Mortgage or by separate recorded instrument, then this Lease shall be
superior to such Fee Mortgage.

18.   TRANSFERS.

      18.1. No Transfers.

Tenant acknowledges that Landlord has agreed to allow Tenant to lease the
Premises based upon certain factors which are of material importance and
consideration to Landlord, and that one such factor is the particular identity
of Tenant. Tenant further acknowledges and understands that any change in such
identity would likely result in substantially less value for Landlord in respect
of this Lease, thereby substantially impairing the consideration to Landlord to
enter into this Lease with Tenant. Accordingly, any Transfer (as hereinafter
defined) shall be and hereby is strictly and absolutely prohibited, and any
attempted or purported Transfer in violation of this provision shall be null and
void at the sole option of Landlord. In addition, if there is a Transfer,
Landlord shall have the option, exercisable in its sole and absolute discretion,
to terminate this Lease, effective thirty (30) days after any such election by
Landlord.

      18.2. Definition of Transfer.

For the purposes of this Article, the term "TRANSFER" shall mean and refer to:
(i) any sale, assignment, sublease, management or operating agreement, franchise
or license agreement, transfer, devise, hypothecation, encumbrance, secured
financing, conveyance or grant (whether voluntary or otherwise) of any kind or
nature by or with respect to Tenant as to any of Tenant's right, title or
interest in, to or under this Lease or the Premises; (ii) any grant of license
or concession or the like to any person or party in respect of the Premises or
any aspect thereof; (iii) Tenant shall (A) in any single transaction or series
of related transactions, consolidate with or merge with or into any other person
or transfer (by lease, assignment, sale or otherwise) all or substantially all
of its properties and assets to another person or group of affiliated persons,
unless such person is an Affiliate of the affected party on the Execution Date,
or (B) experience a Change of Control (as hereinafter defined). For purposes of
this Section, a "CHANGE OF CONTROL" shall be deemed to have occurred: (x) if any
amount of any class of stock of Tenant shall be issued, granted, bargained,
sold, conveyed, transferred, assigned or exchanged after the execution and
delivery of this Lease, and, after such transaction, more than fifty percent
(50%) of the ownership interests or voting control in Tenant shall be owned or
controlled by a party or parties other than the person or persons now owning
such stock or control on the Execution Date; or (y) if the present (i.e., as of
the Execution Date of this Lease) holders of such stock shall enter into, or
otherwise consent to, any shareholder's agreement, voting trust, hypothecation
or any other agreement or understanding of any kind or nature whatsoever
pursuant to which any such holder transfers, assigns, relinquishes, impairs or
restricts his or her right to vote an absolute majority of any of such general
partnership interests or stock. The foregoing shall not be deemed to preclude

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the transfer of stock pursuant to a trust or other agreement which is, in form
and substance, a customary estate planning agreement providing for the orderly
transfer of stock owned by an individual. Notwithstanding anything to the
contrary herein, a Change in Control shall not include an initial public
offering (that is, a transaction in which Tenant becomes an entity whose shares
of stock or other ownership interests sold on a national stock exchange) or,
following an initial public offering, any subsequent sale of ownership interests
or issuance of new ownership interests in Tenant. The term "TRANSFER" within the
meaning of this Article shall apply to (without limitation) any sale,
conveyance, transfer, merger, assignment or exchange, whether made with or
without consideration, and whether arising voluntarily or involuntarily, by
reason of merger, consolidation or reorganization, by operation of law, or
otherwise.

      18.3. Permitted Transfers.

            18.3.1. Notwithstanding the terms of Sections 18.1 and 18.2 above,
provided that the provisions of Section 18.3.2 below are satisfied, the
following Transfers (collectively, the "PERMITTED TRANSFERS") shall not require
Landlord's consent: (a) any merger, consolidation, sale of all (or substantially
all) of Tenant's stock or sale of all (or substantially all) of Tenant's assets,
provided that substantially all Build-A-Bear retail stores and Build-A-Bear
operations are also transferred in connection with any one of the foregoing, and
provided, further, that the resulting entity has a Net Worth equal to or
greater than the Net Worth of Tenant on the date of execution of this Lease;
(b) the issuance or transfer of stock to (i) employees, (ii) stockholders
existing on the date of this Lease, (iii) entities controlled by such employees
or existing stockholders or (iv) trusts created for their benefit or that of
members of their families; (c) the issuance or transfer of stock in connection
with a venture capital funding, or (d) an initial public offering (that is, a
transaction in which Tenant becomes an entity whose shares of stock or other
ownership interests are sold on a national stock exchange, an over-the-counter
exchange or an inter-dealer securities exchange) or, following an initial public
offering, any subsequent sale of ownership interests or issuance of new
ownership interests in Tenant, provided that any of the foregoing must have been
registered with the Securities Exchange Commission.

            18.3.2. In connection with any transaction referenced in Subsection
18.3.1 above: (a) Tenant shall deliver at least sixty (60) days prior written
notice to Landlord, which notice shall identify any applicable parties, provide
facts to demonstrate the transaction is within the scope of Subsection 18.3.1
and, if applicable, provide any new address(es) for notice and billing purposes;
(b) Tenant shall not be in default under this Lease either at the time of the
notice referred to in clause (a) above or at the time of the relevant Transfer;
(c) the resulting entity shall have substantial experience with operating and
managing the Build-A-Bear Workshop business or a substantially similar business,
and shall have a reputation within the business community similar to that of
Tenant at the time the Lease is executed; and (d) the use of the Premises by
such resulting entity must not violate other agreements affecting the Premises,
Landlord or other tenants or occupants.

            18.3.3. Notwithstanding anything to the contrary in this Section
18.3, if at any time during the term of this Lease Tenant is involved in a
Permitted Transfer under Subsection 18.3.1 (a). Landlord may elect, in
Landlord's sole and absolute discretion, to terminate this Lease, effective upon
the date specified in Landlord's notice to Tenant (which shall not be earlier
than 30 days from the date Tenant receives such notice). As of such effective
date, the parties shall

                                       80



have no further obligations to each other hereunder except as expressly set
forth herein and further, Tenant shall not be entitled to receive the Early
Termination Fee as set forth in Section 23.3 or any other sums.

            18.3.4. Upon assignment of Tenant's leasehold interest pursuant to
this Section 18.3, Tenant shall ensure that the assignee executes and delivers a
written assumption of all of Tenant's covenants, duties, obligations and
liabilities accruing as of the effective date of such assignment, which
assignment and assumption agreement shall be in form and substance satisfactory
to Landlord.

            18.3.5. There shall, as a result of any Transfer described in this
Section 18.3, be no change in the Trade Name in use at the Premises and no
change in the business conducted at the Premises without, in each instance, the
prior written consent of Landlord, which Landlord may grant or withhold in its
sole and absolute discretion.

            18.3.6. Notwithstanding any Transfer pursuant to the provisions of
this Section 18.3, Tenant shall remain liable for the performance of all
covenants, duties and obligations of the tenant hereunder, except to the extent
that Tenant is not the surviving entity in a merger or consolidation.

      18.4  No Release.

Any provision of this Lease to the contrary notwithstanding, no consent by
Landlord to a permitted assignment (nor any transfer of Tenant's interest in
this Lease and/or the Premises (or any portion thereof) pursuant to this Section
or otherwise, and whether or not such transfer is deemed an assignment) shall
operate to release any Tenant-assignor from its obligations hereunder.

      18.5. No Division of Interest.

Notwithstanding anything to the contrary set forth in this Section, all
permitted assignments of this Lease must include the entire interest of Tenant
in, under and to this Lease, the Premises, and the Furnishings, and no permitted
transfer of Tenant's interest in the Premises shall be made unless the entity
receiving such transfer also receives assignment of this Lease.

      18.6. Payment Guarantee.

Should Landlord consent to an assignment of this Lease, Tenant does hereby
guarantee payment of all Rent, and all other sums herein reserved to Landlord,
and all other obligations due hereunder until the expiration of the Term hereof,
and no failure of Landlord to promptly collect from any assignee, or any
extension of the time for the payment of Rent or any other sum due to Landlord
hereunder, shall release or relieve Tenant or any guarantor from its guaranty or
obligation of payment of Rent or any other sum due to Landlord hereunder or
performance of other obligations hereunder. Should Landlord consent to such
assignment, all amounts of Rent or any other sum due to Landlord hereunder
received by Tenant as consideration for the same, shall be the property of
Landlord and shall be immediately delivered to Landlord by Tenant.

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Any consent by Landlord to an assignment of Tenant's rights hereunder shall be
effective for that transaction only.

      18.7. No Waiver.

Consent by Landlord to any Transfer by Tenant hereunder shall not constitute a
waiver of the requirement for such consent to any subsequent Transfer.

19.   LANDLORD'S RIGHTS AND LIABILITIES.

      19.1. Transfer, Assignment or Encumbrance of Landlord's Interest.

Landlord's right to sell, convey, transfer, assign or otherwise dispose of
Landlord's interest in and to the Premises shall be unrestricted, and, in the
event of any such sale, conveyance, transfer or assignment by Landlord, all
obligations under this Lease of the party selling, conveying, transferring,
assigning or otherwise disposing shall cease and terminate, and Tenant shall
look only and solely to the party to whom or which the Premises are sold,
conveyed, transferred, assigned or otherwise disposed of for performance of all
of Landlord's duties and obligations under this Lease.

      19.2. Risk of Loss of Property and Risk of Injury.

Landlord shall not at any time be responsible or liable to Tenant, or those
claiming by, through or under Tenant, for any loss of or damage to any property
of Tenant or others in or upon the Premises or any adjoining sidewalks, streets,
roads or ways, and Landlord shall not be liable to anyone for personal damage or
injury in or upon the Premises.

      19.3. Right of Entry.

Tenant shall permit Landlord and Landlord's representatives, agents and
employees to enter the Premises at all reasonable times (provided, however, that
Landlord agrees to provide at least twenty-four (24) hours prior notice to the
manager on duty (which notice may be oral) of Landlord's intent to enter any
non-public area of the Premises) except in case of emergency (in which case no
notice shall be required), for any business purpose with out prior notice,
including, but not limited to, inspecting the Premises, showing the Premises to
prospective purchasers, tenants and Fee Mortgagees, making any repairs or
replacements or performing any maintenance, performing any work on the Premises
that Landlord may consider necessary to prevent or cure deterioration, waste or
unsafe conditions, and to otherwise enforce or carry out any provision of this
Lease. Nothing in this Section shall imply or impose any duty or obligation upon
Landlord to enter upon the Premises at any time for any purpose, or to inspect
the Premises at any time, or to perform, or pay the cost of, any work which
Tenant is required to perform under any provision of this Lease, and Landlord
has no such duty or obligation. Additionally, Landlord shall have the right to
access the Premises to conduct from time to time an ADA inspection or audit of
the Premises, and Tenant agrees to cooperate in the conduct of such
investigation or audit. If Landlord has received prior notice of such ADA
inspection or audit, or of the need for such ADA inspection or audit, Landlord
agrees to give Tenant advance notice thereof (which notice may be oral). If the
investigation or audit detects a violation of Tenant's obligation to keep the
Premises in compliance with the requirements of the ADA after notice by Landlord
or citation or other

                                       82



action by a Governmental Authority, then Tenant shall bear the cost and take
whatever action is necessary to bring the Premises into compliance, and any
out-of-pocket fee or cost incurred by Landlord for such investigation or audit
shall be borne by Tenant and shall be paid by Tenant as Additional Rent under
this Lease on demand by Landlord. Further, if Tenant fails to keep the Premises
in compliance with the requirements of the ADA, Landlord may take whatever
action is necessary to bring the Premises into compliance, and Tenant agrees to
provide Landlord access to the Premises and pay, as Additional Rent, all costs
incurred by Landlord in bringing the Premises into ADA compliance. Landlord,
however, shall have no affirmative obligation to bring the Premises into ADA
compliance and nothing herein shall be construed as creating such an obligation
on Landlord.

      19.4. Landlord's Rights to Act for Tenant.

If Tenant fails to pay any Rent or to make any other payment or to take any
other action when and as required under this Lease within any applicable cure
period, Landlord may, without demand upon Tenant and without waiving or
releasing Tenant from any duty, obligation or liability under this Lease, pay
any such Rent or take any such other action required of Tenant, The actions
which Landlord may take shall include, but are not limited to, compliance with
the Disney Standard or the Rules and Regulations, the performance of maintenance
or repairs and the making of replacements to the Premises, the payment of
insurance premiums which Tenant is required to pay under this Lease and the
payment of Taxes and Assessments which Tenant is required to pay under this
Lease. Landlord may pay all incidental costs and expenses incurred in exercising
its rights hereunder, including, without limitation, reasonable attorneys' fees
and expenses, penalties, re-instatement fees, late charges, and interest. All
amounts paid by Landlord pursuant to this Section, and all costs and expenses
incurred by Landlord in exercising Landlord's rights under this Section
(including, without limitation, any applicable sales or use taxes thereon),
shall bear interest at the Applicable Rate from the date of payment by Landlord
and shall be payable by Tenant to Landlord upon demand.

      19.5. Landlord's Liability.

Landlord shall have no liability for payment of any sums payable by Landlord
under this Lease or for the performance by Landlord of any other duties or
obligations of Landlord under this Lease beyond the value of the interest of
Landlord in the Premises. In no event shall Landlord be liable to Tenant or
Tenant's employees, agents, representatives or others for any damages of any
kind or nature except actual compensatory damages, it being understood and
agreed by Tenant that all other damages or liabilities (including, without
limitation, indirect, consequential, speculative, exemplary or punitive damages)
are hereby expressly waived.

20.   DEFAULT.

      20.1. Events of Default by Tenant.

Subject to the cure periods set forth in Section 20.6, each of the following
events shall be deemed to constitute an "EVENT OF DEFAULT" hereunder by Tenant
and shall constitute a breach of this Lease:

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                  (i)   If Tenant shall fail to pay when due any Rent or other
payment of money to be made by Tenant hereunder; or

                  (ii)  If Tenant shall violate or breach, or shall fail fully
and completely to observe, keep, satisfy, perform and comply with, any
agreement, term, covenant, condition, requirement, restriction or provisions of
this Lease (other than the payment of Rent or any other payment to be made by
Tenant); or

                  (iii) If Tenant becomes insolvent, as defined in the Federal
Bankruptcy Code, Chapter 11, Section 101, Paragraph (32)(A), (B) or (C) (as if
Paragraph (C) applied to all types of entities), or makes an assignment for the
benefit of creditors; or if any action is brought by Tenant seeking its
dissolution or the liquidation of its assets or seeking the appointment of a
trustee, interim trustee, receiver or other custodian for any of its property;
or if Tenant commences a voluntary proceeding under the Federal Bankruptcy Code;
or if any reorganization or arrangement proceeding is instituted by Tenant for
the settlement, readjustment, composition or extension of any of its debts upon
any terms; or if any action or petition is otherwise brought by Tenant seeking
similar relief or alleging that it is insolvent or unable to pay its debts as
they mature; or if any action is brought against Tenant seeking its dissolution
or liquidation of any of its assets, or seeking the appointment of a trustee,
interim trustee, receiver or other custodian for any of its property, and any
such action is consented to or acquiesced in by Tenant or is not dismissed
within ninety (90) days after the date upon which it was instituted; or if any
proceeding under the Federal Bankruptcy Code is instituted against Tenant and an
order for relief is entered in such proceeding or such proceeding is consented
to or acquiesced in by Tenant or is not dismissed within ninety (90) days after
the date upon which it was instituted; or if any reorganization or arrangement
proceeding is instituted against Tenant for the settlement, readjustment,
composition or extension of any of its debts upon any terms, and such proceeding
is consented to or acquiesced in by Tenant or is not dismissed within ninety
(90) days after the date upon which it was instituted; or if any action or
petition is otherwise brought against Tenant seeking similar relief or alleging
that it is insolvent, unable to pay its debts as they mature or generally not
paying its debts as they become due, and such action or petition is consented to
or acquiesced in by Tenant or is not dismissed within ninety (90) days after the
date upon which it was brought; or

                  (iv)  If any assignment or other Transfer of Tenant's interest
in this Lease, or the Premises, the Improvements and/or the Furnishings other
than as may be expressly permitted under this Lease shall be made or deemed to
be made without Landlord's consent, which consent may be withheld or granted in
Landlord's sole discretion; or

                  (v)   If the Premises are used or permitted to be used for any
purpose, or for the conduct of any activity, not permitted by this Lease, and
such use or activity shall not have been discontinued within five (5) days after
the receipt of Landlord's written notice thereof to Tenant; or

                  (vi)  If Tenant shall vacate, abandon or close the Premises or
cease operating during the full operating hours required hereunder; or

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                  (vii)  If Tenant shall fail to comply with any Project
Requirements, or any Operating Conditions, Rules or Regulations attached hereto
as Exhibit F, or thereafter promulgated by Landlord with respect to the Premises
and such default is not cured within   *   days after receipt of notice
thereof; provided, however, if such default cannot reasonably be cured within a
   *   day period, it shall not be deemed a default hereunder if Tenant
immediately and diligently commences and prosecutes such cure to completion,
which, in any event, shall be completed within 30 days after receipt of notice
thereof; or

                  (viii) If any license, permit, certificate or agreement
required for the operation of the Premises shall fail to issue on or before the
Commencement Date, or thereafter shall be terminated, revoked or not renewed and
is not reinstated within   *   days thereafter; provided, however, if
such default cannot reasonably be cured within a   *   day period, it
shall not be deemed a default hereunder if Tenant immediately and diligently
commences and prosecutes such cure to completion, which, in any event, shall be
completed within 30 days after receipt of notice thereof; or

                  (ix)   If (a) any final judgment is entered in any litigation
against Tenant or any of Tenant's Affiliates, or (b) any settlement of any
litigation is entered into by any of the foregoing, which judgment or settlement
materially and adversely affects Tenant's ability to perform any of its
respective obligations hereunder (or would result in Tenant being in default
hereunder); or

                  (x)    Any final judgment in any litigation is rendered
against any of Tenant and/or any of Tenant's Affiliates holding that any of the
foregoing have breached or infringed on any contract, license, trademark or
other rights of third parties, in connection with the names, logos, Merchandise
or concepts employed in the design and/or operation of the Premises, or if
Tenant and/or any of Tenant's Affiliates consent to the settlement of any
litigation involving any of the foregoing claims by agreeing to materially
limit, diminish or change the design, names, logos, Merchandise or concepts
employed in the design and/or operation of the Premises; or

                  (xi)   If Tenant shall fail to comply with any of the terms,
covenants and/or conditions of this Lease, the breach of which are expressly
provided in this Lease as being events of default.

For the purposes of the events of default specified above, the word "TENANT"
shall specifically include, without limitation: (i) any party comprising Tenant,
should more than one person or entity execute this Lease as Tenant; (ii) any
person or entity now or hereafter liable, whether primarily, secondarily or
contingently, for the performance of the duties and obligations of Tenant under
this Lease including without limitation any principal, maker, endorser,
guarantor or surety; (iii) if Tenant or any party comprising Tenant be a general
partnership or a limited partnership, any general partner thereof; (iv) if
Tenant or any party comprising Tenant be a joint venture, any joint venturer
thereof; and (v) if Tenant or any party comprising Tenant be a corporation, any
officer, director or shareholder thereof.


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       85



      20.2. Landlord's Remedies.

Upon the occurrence of any Event of Default by Tenant, Landlord shall have, in
addition to any other remedies available to Landlord hereunder, at law or in
equity, the option to pursue any one or more of the following remedies (each and
all of which shall be cumulative and nonexclusive) without any notice or demand
whatsoever:

                  (i)   Landlord may terminate this Lease, in which event Tenant
shall immediately surrender the Premises to Landlord, and if Tenant fails to do
so, Landlord may, without prejudice to any other remedy which it may have for
possession or arrearages in Rent, enter upon and take possession of the Premises
and expel or remove Tenant and any other person who may be occupying the
Premises or any part thereof, without being liable for prosecution or for any
claim or damages therefor, and Tenant shall have no further claim to the
Premises or under this Lease;

                  (ii)  Landlord may, at its election, reenter the Premises and,
without terminating this Lease, at any time and from time to time, relet the
Premises and improvements or any parts of them for the account and in the name
of Tenant or Landlord, or otherwise to cure any default by Tenant, or to
exercise any other right or remedy of Landlord hereunder, at law or in equity,
including without limitation the remedy described in Section 1951.4 of the
California Civil Code. In connection with the foregoing, Landlord may execute
any leases made under this provision either in Landlord's name or in Tenant's
name and shall be entitled to all rents from the use, operation or occupancy of
the Premises or improvements or both. Tenant shall nevertheless pay to Landlord
on the due date specified in this Lease the equivalent of all sums required of
Tenant under this Lease, plus Landlord's expenses, less than proceeds of any
reletting or attornment. Landlord may do all things reasonably necessary for
such reletting, including repairing, remodeling and renovating of the Premises
or improvements and Tenant shall reimburse Landlord on demand for all costs
incurred by Landlord in connection therewith;

                  (iii) Reenter the Premises under the provisions of Subsection
(ii), and thereafter elect to terminate this Lease and Tenant's right to
possession of the Premises;

                  (iv)  In addition to all other rights and remedies it may
have, Landlord shall have all of the rights and remedies of a "lessor" under
Section 1951.4 of the California Civil Code (lessor may continue lease in effect
after lessee's breach and abandonment and recover rent as it becomes due, if
lessee has the right to sublet or assign, subject to any reasonable
limitations). Therefore, if Landlord does not elect to terminate this Lease on
account of any default by Tenant, Landlord may, from time to time, without
terminating this Lease, enforce all of its rights and remedies under this Lease,
including the right to recover all Rent as its becomes due. If Landlord reenters
the Premises under the provisions of Subsection (ii) or (iii) above, Landlord
shall not be deemed to have terminated this Lease or the obligation of Tenant to
pay any Rent or other charges thereafter accruing, unless Landlord notifies
Tenant in writing of Landlord's election to terminate this Lease;

                  (v)   If Landlord relets the Premises it shall apply any sums
received upon such reletting in the following order of priority: (A) to the
payment of any indebtedness other than Rent due hereunder from Tenant to
Landlord, (B) to the payment of all costs incurred

                                       86



by Landlord in restoring the Premises to good order and repair, or in completing
construction of, remodeling, renovating or otherwise preparing the Premises for
reletting, (C) to the payment of all costs (including, without limitation, any
brokerage commissions) incurred by Landlord in reletting the Premises, and in
fulfilling Landlord's obligations with respect to such reletting (such as, by
way of example, providing services and utilities), (D) to the payment of Rent
(and any interest thereof) due and unpaid hereunder, and (E) the balance, if
any, to the payment of future Rent as the same may become due hereunder, but
Tenant shall not in any event have any claim or right to receive any sums so
collected by Landlord, even if such sums exceed the Rents payable hereunder. No
act by or on behalf of Landlord under this provision shall constitute a
termination of this Lease unless Landlord gives Tenant notice of termination.
Notwithstanding any election by Landlord not to terminate this Lease, Landlord
may at any time thereafter elect to terminate this Lease for any previous breach
or default hereunder by Tenant which remains uncured or for any subsequent
breach or default;

                  (vi)  Should Landlord elect to terminate this Lease under the
provisions of Subsections (i) or (iii) above, Landlord may recover as damages
from Tenant the following:

                        (1) Past Rent. The worth at the time of the award of any
unpaid Rent which had been earned at the time of termination; plus

                        (2) Rent Prior to Award. The worth at the time of the
award of the amount by which the unpaid Rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus

                        (3) Rent After Award. The worth at the time of the award
of the amount by which the unpaid Rent for the balance of the Term after the
time of award exceeds the amount of the rental loss that Tenant proves could be
reasonably avoided; plus

                        (4) Proximately Caused Damages. Any other amount
necessary to compensate Landlord for all detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, including, but
not limited to, any costs or expenses (including reasonable attorneys' fees),
incurred by Landlord in (a) retaking possession of the Premises, (b) maintaining
the Premises after Tenant's default, (c) preparing the Premises for reletting to
a new tenant, including any repairs or alterations, and (b) reletting the
Premises, including broker's commission.

"The worth at the time of the award" as used in Subsection (1) and (2) above, is
to be computed by allowing interest at the rate of    *   per annum. The worth
at the time of the award" as used in Subsection (3) above, is to be computed by
discounting the applicable amount at the Prime Rate of the Federal Reserve Bank
of San Francisco at the time of the award, plus   *   .

                        (5) In the event of expiration of this Lease or any
reentry or retaking of possession by Landlord as provided in this Lease,
Landlord shall have the right, but not the obligation to remove all or any part
of Tenant's property in the Premises and to place


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       87



such property in storage at a public warehouse at the expense and risk of
Tenant. Any property of Tenant not removed by Tenant upon the expiration of the
term of this Lease, or within five (5) business days after a termination by
reason of Tenant's default, shall be considered abandoned and Landlord, upon
five (5) business days' notice to Tenant, may (unless Tenant removes same within
such five (5) business day period, remove any or all of such property and
dispose of the same in any manner. In the event of a sale of such property,
Landlord shall apply the proceeds thereof, first, to the cost and expense of
sale, including reasonable attorneys' fees; second, to the repayment of the cost
of removal and storage; third, to the repayment of any other sums which may then
or thereafter be due to Landlord from Tenant under any of the terms of this
Lease; and fourth, the balance, if any, to Tenant.

      20.3. No Election of Remedies.

Landlord's pursuit of any one or more of the remedies stated hereinabove shall
not preclude pursuit of any other remedy or remedies provided in this Lease or
any other remedy or remedies provided for or allowed by Law or in equity,
separately or concurrently or in any combination. Landlord's pursuit of any one
or more of the remedies provided in this Lease shall not constitute an election
of remedies excluding the election of another remedy or other remedies, or a
forfeiture or waiver of any Rent or other amounts payable under this Lease by
Tenant or of any damages or other sums accruing to Landlord by reason of
Tenant's failure to fully and completely keep, observe, perform, satisfy and
comply with all of the agreements, terms, covenants, conditions, requirements,
provisions and restrictions of this Lease. No action taken by or on behalf of
Landlord shall be construed to be an acceptance of a surrender of this Lease.
Landlord's forbearance in pursuing or exercising one or more of its remedies
shall not be deemed or construed to constitute a waiver of any Event of Default
or of any remedy.

      20.4. Right of Injunctive Relief.

In the event of a breach or threatened breach by Tenant of any of the covenants
or provisions hereof, Landlord shall have the right of injunction and the right
to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for.

      20.5. Waivers by Tenant.

To the extent permitted by Law, Tenant expressly waives:

                  (i)  The benefit of all Laws now or hereafter in force,
exempting any goods on the Premises or elsewhere from distraint, levy or sale in
any legal proceedings taken by Landlord to enforce any rights under this Lease.

                  (ii) The benefit of all Laws now made or which may hereafter
be made regarding any limitation as to the goods upon which, or the time within
which, distress is to be made after the removal of goods, and further relieves
Landlord of the obligation of proving or identifying such goods, it being the
purpose and intent of this provision that all goods of Tenant, whether upon the
Premises or not, shall be liable to distress for Rent.

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                  (iii) The right to issue a writ of replevin for the recovery
of any goods seized under a distress for Rent or levy upon an execution for
Rent, damages or otherwise.

                  (iv)  The right to delay execution on any real estate that may
be levied upon to collect any amount which may become due under the terms and
conditions of this Lease and any right to have the same appraised. Tenant
authorizes the clerk to enter a writ of execution or other process upon Tenant's
voluntary waiver and further agrees that said real estate may be sold on a writ
of execution or other process.

      20.6. Notice to Tenant.

Except with respect to Tenant's maintenance and repair obligations,
notwithstanding anything hereinabove stated, Landlord agrees that Landlord will
not exercise any right or remedy provided for in this Lease or allowed by Law
because of any default of Tenant, unless Landlord shall have first given written
notice thereof to Tenant and Tenant, within a period of five (5) Business Days
thereafter, shall have failed to pay the sum or sums due, if the default
consists of the failure to pay money, or, if the default consists of something
other than the failure to pay money, Tenant shall have failed, within fifteen
(15) days thereafter, to correct such default; provided that if such default is
not curable within such fifteen day period, Tenant shall have failed within such
fifteen (15) day period, to begin the correction of the default or thereafter
failed actively and diligently and in good faith to proceed with and continue
the correction of the default until it shall be fully corrected no later than
sixty (60) days from the date of such event's occurrence. Any such notice shall
be in lieu of and not in addition to, any notice required under California Code
of Civil Procedure Section 1161. Notwithstanding the foregoing, no such notice
from Landlord shall be required, nor shall Landlord be required to allow any
part of the said notice period, nor shall Tenant have any additional opportunity
to cure any of the following breaches (i) if Tenant shall have temporarily or
permanently ceased operating or using the Premises to the extent and in the
manner required herein, (ii) if Tenant defaults in an obligation hereunder which
cannot be cured or (iii) any default described in Subsections 20.1 (iii) through
20.1(xii), inclusive. Notwithstanding anything to the contrary contained herein,
Landlord shall not be required to give any notice called for in this Subsection
more than once in any twelve (12) month period for substantially similar events
of default. Upon second event of default within any twelve month period,
Landlord shall not be obligated to give Tenant any notice or opportunity to cure
such default.

      20.7. Notice to Landlord.

Landlord shall in no event be in default in the performance of any of its
obligations in this Lease contained unless and until Landlord shall have failed
to commence to perform such obligation within thirty (30) days after notice by
Tenant to Landlord properly specifying wherein Landlord has failed to perform
any such obligation or shall have failed to proceed thereafter with reasonable
diligence to complete such performance.

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21.   REPRESENTATIONS AND WARRANTIES.

      21.1. Tenant's Representations and Warranties.

Tenant represents and warrants the following to Landlord, and Tenant
acknowledges that Landlord shall be entitled to rely upon such representations
and warranties:

            21.1.1. Tenant is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and is authorized to
transact business in the State of California;

            21.1.2. Tenant, and the undersigned signatories executing this Lease
on behalf of Tenant, are duly authorized and empowered to enter into this Lease
with Landlord.

            21.1.3. Neither the entering into of this Lease nor the performance
or satisfaction by Tenant of its obligations and liabilities hereunder nor the
exercise by Tenant of any of its rights or options hereunder will constitute or
result in a violation or breach by Tenant of any judgment, order, writ,
injunction or decree issued against or imposed upon it, or will result in a
violation of any applicable Law.

            21.1.4. There is no action, suit, proceeding or investigation
pending or, to the best of Tenant's knowledge and belief after reasonable
inquiry, threatened, which would prevent or impair the demise contemplated by
this Lease or which questions the validity or enforceability of this Lease or
any action taken pursuant hereto in any court or before or by any federal,
district, county, or municipal department, or before or by any commission,
board, bureau, agency or other governmental instrumentality.

            21.1.5. No further approval, consent, order or authorization of, or
designation, registration or filing with, any Governmental Authority is required
in connection with the due and valid execution and delivery of this Lease and
compliance with the provisions hereof by Tenant.

22.   HAZARDOUS WASTE.

      22.1. No Storage or Disposal.

Tenant shall not install, store, use, treat, generate, transport, release or
dispose (or knowingly permit or acquiesce in the installation, storage, use,
treatment, generation, transportation, release, or disposal by Tenant, its
agents, employees, independent contractors, or subtenants) on the Premises of
any Hazardous Material (as herein below defined); provided, however, that Tenant
may use, keep and store certain Hazardous Materials to the extent (and only to
such extent) that: (i) minor amounts of such Hazardous Materials are normally
and reasonably used in connection with facilities similar to the Permitted Use
of the Premises (e.g. cleaning fluids); and (ii) any such activity on the part
of Tenant is in strict accordance with all applicable Laws. Tenant shall
immediately notify Landlord when Tenant learns of, or has reason to believe
that, a release of Hazardous Material has occurred in, on or about the Premises.
Tenant shall further comply with all Laws requiring notice of such releases or
threatened releases to governmental authorities, and shall take all action
necessary to mitigate the release or minimize the spread of contamination to

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the extent caused by Tenant. For purposes hereof, "HAZARDOUS MATERIAL" means any
material that, because of its quantity, concentration or physical or chemical
characteristics, is at any time now or hereafter deemed by any federal, state or
local governmental authority to pose a present or potential hazard to public
health, welfare or the environment. Hazardous Material includes, without
limitation, asbestos in any form; urea formaldehyde foam insulation;
transformers or other equipment which contain dielectric fluid containing levels
of polychlorinated biphenyls in excess of 50 parts per million; petroleum,
including, without limitation, crude oil or any fraction thereof; or any
material or substance defined as a "hazardous substance", "hazardous waste",
"pollutant" or "contaminant" pursuant to the Resource Conservation Recovery Act,
the Comprehensive and Environmental Response Compensation and Liability Act, the
Hazardous Materials Transportation Act, the Toxic Substances Control Act, the
Clean Air Act, and the Clean Water Act as amended, or pursuant to Section 25316
of the California Health & Safety Code; or Section 25140 of the California
Health & Safety Code, or any other federal, state, county, regional, local or
other governmental authority or which, even if not so regulated, may or could
pose a hazard to the health and safety of the occupants of the Premises or
premises adjacent to the Premises; and which is either: (x) present in amounts
in excess of that permitted or deemed safe under applicable Law or (y) handled,
stored or otherwise used in any manner which is prohibited or deemed unsafe
under applicable Law. The term "RELEASE" or "THREATENED RELEASE" when used with
respect to Hazardous Material shall include any actual or imminent spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, or disposal in, on, under or about the Premises. Tenant shall
not install (or knowingly permit or acquiesce in the installation) at, on or
under the Premises any underground storage tanks for the storage of Hazardous
Materials.

      22.2. Cleanup Laws.

With respect to the existence or release of Hazardous Materials by Tenant or its
contractors, agents, employees, invitees or any person or entity under Tenant's
control, Tenant shall, at Tenant's own expense, comply with any presently
existing or hereafter enacted environmental cleanup responsibility laws
affecting Tenant's operation of the Premises ("CLEANUP LAWS"). Tenant shall, at
Tenant's own expense, make all submissions to, provide all information to, and
comply with all requirements of the appropriate governmental authority (the
"AUTHORITY") under the Cleanup Laws. Should any Authority require that a Cleanup
plan be prepared and that a Cleanup be undertaken because of the existence of
Hazardous Materials which were installed, stored, used, treated, generated,
transported, released, disposed of, spilled or discharged on the Premises by
Tenant or its contractors, agents, employees, invitees or any person or entity
under the control of Tenant during the Term of this Lease, Tenant shall, at
Tenant's own expense, prepare and submit the required plans and financial
assurances and carry out the approved plans. At no expense to Landlord, Tenant
shall promptly provide all information requested by Landlord for preparation of
affidavits or other documents required by Landlord to determine the
applicability of the Cleanup Laws to the Premises, and shall sign the affidavits
promptly when requested to do so by Landlord.

      22.3. Environmental Notices.

Tenant shall promptly supply Landlord with copies of any notices, correspondence
and submissions made by Tenant to appropriate governmental authorities, the
United States

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Environmental Protection Agency ("EPA"), the United States Occupational Safety
and Health Administration ("OSHA"), or any other local, state or federal
authority that requires submission of any information concerning environmental,
health or safety matters or Hazardous Materials. Tenant's liability pursuant to
the terms of this provision shall survive termination of this Lease.

      22.4. Audit.

Upon Landlord's reasonable request, at any time and from time to time during the
existence of this Lease, Tenant will provide, at Landlord's sole expense, an
inspection or audit of the Premises from an engineering or consulting firm
approved by Landlord, indicating the presence or absence of such Hazardous
Materials on the Premises. If Tenant fails to provide same after ten (10) days'
notice, Landlord may order same, and Tenant grants to Landlord and its agents,
employees, contractors and consultants access to the Premises and a license
(which is coupled with an interest and irrevocable while this Lease is in
effect) to perform inspections and tests. Notwithstanding the foregoing, the
cost of such inspections and tests shall be a demand obligation owing by Tenant
to Landlord pursuant to this Lease if the results of any such audit reveal that
Tenant is in breach of any of its obligations under this Lease relative to
Hazardous Materials.

      22.5. Indemnity.

In addition to and without limiting the generality of any other provisions of
this Lease, Tenant shall and hereby does indemnify and hold Landlord harmless
from and against any and all losses, damages, expenses, fees, claims, demands,
causes of action, judgments, costs, and liabilities, including, but not limited
to, reasonable attorneys' fees and costs of litigation, and costs and expenses
of response, remedial and corrective work and other clean up activities, arising
out of or in any manner connected with: (i) the "release" or "threatened
release" (as those terms are defined in CERCLA and the rules and regulations
promulgated thereunder, as from time to time amended) by Tenant or Tenant's
employees, agents, delegees, invitees, licensees, concessionaires, contractors
or representatives, of any Hazardous Materials; (ii) an occurrence of Hazardous
Materials Contamination, arising out of or in any manner connected with Tenant's
use or occupancy of the Premises; or (iii) any and all claims for injury or
damage to persons or property arising out of exposure to Hazardous Materials
originating or located at the Premises and connected with Tenant's use or
occupancy of the Premises. The term "HAZARDOUS MATERIALS CONTAMINATION" shall
mean and refer to the contamination of the Premises, soil, surface water, ground
water, air, or other elements on, or of, the buildings, facilities, soil,
surface water, ground water, air, or other elements on, or of, any other
property as a result of Hazardous Materials at any time emanating from the
Premises. The provisions of this Section shall survive the expiration or sooner
termination of the Term; and such provisions shall remain in full force and
effect as long as the possibility exists that Landlord may suffer or incur any
such losses, damages, expenses, fees, claims, demands, causes of action,
judgments, costs and liabilities. Notwithstanding anything to the contrary
herein, it shall be the responsibility of Landlord to pay for the cost to remove
any Hazardous Materials required to be removed by a Governmental Authority to
the extent that the presence of such Hazardous Materials is due to any act or
omission on the part of Landlord or an Affiliate of Landlord, or their
respective agents, contractors or employees.

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23.   SPECIAL PROVISIONS

      23.1. Financial Reports and Other Pertinent Information; Annual Budgets.

            23.1.1. As a material inducement to Landlord to enter into this
Lease, Tenant represents and warrants to Landlord that all financial, management
and operational information regarding Tenant previously provided to Landlord by
Tenant, were and are true and correct and accurately report and depict the
financial and operational experience of the entity(ies) and its principals
described therein and does not omit any material facts or information which, if
disclosed, might affect a reasonable landlord's judgment regarding the propriety
of entering into this Lease with Tenant. Within one hundred twenty (120) days
after the end of the fiscal year of Tenant, Tenant shall provide to Landlord a
year-end financial report, prepared by independent certified public accountants
of recognized standing, and certified as being true and correct by the chief
financial officer. Each report shall also be accompanied by an opinion of such
accountants, in a form standard in the industry, to the effect that the same
fairly presents the financial condition of Tenant and the results of its
operations as of the relevant dates thereof.

            23.1.2. Not later than sixty (60) days prior to the commencement of
each Lease Year, Tenant shall prepare and submit to Landlord an operating budget
("OPERATING BUDGET") and a capital budget ("CAPITAL BUDGET") prepared pursuant
to the requirements of this subsection. The Operating Budget and the Capital
Budget (together, "ANNUAL BUDGET") shall be prepared in accordance with the
following:

                  23.1.2.1. Tenant's reasonable estimate of Gross Sales for the
forthcoming Lease Year itemized on schedules on a monthly or quarterly basis,
together with the assumptions, in narrative form, forming the basis of such
schedules;

                  23.1.2.2. a cash flow projection; and

                  23.1.2.3. a narrative description of the program for
operating, marketing and managing the Premises for the forthcoming Lease Year,
including, among other things, marketing and advertising budgets, changes in
personnel policies, staffing levels, major events plans, franchise issues and
other matters affecting the performance and operation of the Premises, and
containing a budget of proposed expenditures by category and the assumptions, in
narrative form, forming the basis of such budget.

            23.1.3. The Annual Budget shall be used by Landlord and Tenant as
the basis for an annual meeting (the "Annual Planning Meeting") regarding
Tenant's plans in connection with the operation of its business at the Premises
for the Lease Year which is the subject of the applicable Annual Budget. The
Annual Planning Meeting shall be held and attended by the manager of Tenant's
store operated at the Premises or a regional representative of Tenant, on
Tenant's behalf, and by a representative designated by Landlord, on Landlord's
behalf, and shall be held at a place and time reasonably acceptable to the
designated attendees, which shall be not earlier than twenty (20) days after
Landlord's receipt of the Annual Budget. During the Annual Planning Meeting, the
designated representatives of Landlord and Tenant shall, among other things,
review and discuss the following: (i) the results of Tenant's sales at the
Premises for the preceding Lease Year; (ii) the results of the special events,
direct mail, and other advertising

                                       93



programs used by Tenant throughout the prior Lease Year and the efficacy of the
same, and Tenant's plans regarding the same for the upcoming Lease Year; (iii)
any plans Tenant has for operational changes, such as remodeling, or any other
changes to the Premises, as well as Tenant's proposed timing for such events;
and (iv) discuss Tenant's staffing plans regarding the Premises for the upcoming
Lease Year, and any significant personnel changes that Tenant has made or plans
to make in connection with its operation of its business at the Premises.

      23.2. Net Worth.

Tenant shall be obligated to maintain at all times during the Term a Net Worth
(as hereinafter defined) in an amount at least equal to $2,000,000 ("MINIMUM NET
WORTH"). As used herein, the term "NET WORTH" shall mean the excess of total
assets over total liabilities, total assets and total liabilities each to be
determined in accordance with GAAP, excluding, however, from the determination
of total assets: (a) goodwill, organizational expenses, research and development
expenses, trademarks, trade names, copyrights, patents, patent applications, and
other similar intangibles; (b) all deferred charges that are not required to be
capitalized in accordance with GAAP or unamortized debt discounts and expense;
(c) treasury stock; (d) securities which are not readily marketable; (e) any
write-up in the book value of any asset resulting from a revaluation thereof;
(f) this Lease; and (g) any items not included in clauses (a) through (f) above
that are treated as intangibles in conformity with GAAP. In addition to the
financial reports of Tenant to be delivered to Landlord pursuant to this Lease
(including Subsection 23.1.1 above), Tenant shall deliver to Landlord, together
with such financial reports, a certificate of Tenant's chief financial officer
in form reasonably required by Landlord ("FINANCIAL OFFICER'S CERTIFICATE"),
certifying the Net Worth of Tenant as of the date of the financial reports being
delivered concurrently therewith and stating that Tenant is in compliance with
its obligations under this subsection, or if not, so stating and including the
reasons therefor. Landlord shall have the right from time to time and at any
time to have an independent certified public accountant selected by Landlord
perform an audit or other review of the Books and Records of Tenant to verify
the amount of Tenant's Net Worth, and Tenant shall cooperate with Landlord in
connection therewith, If Landlord audits or reviews the amount of Tenant's Net
Worth shown in the last Financial Officer's Certificate delivered to Landlord,
and such 24 hours' notice audit or review discloses that either the Net Worth of
Tenant as of such date certified is one percent (1%) or more less than the
amount shown on the Financial Officer's Certificate or that the statements in
such Financial Officer's Certificate regarding Tenant's compliance with its
obligations hereunder is otherwise materially incorrect, then in addition to any
other rights and remedies of Landlord, Tenant shall pay for the cost of the
audit or review. Otherwise, Landlord shall bear the cost of the audit or review.

      23.3. Termination Option.

Landlord may, at any time during the Term hereof, terminate this Lease. If
Landlord elects to terminate this Lease pursuant to this Section 23.3, then
Landlord shall pay to Tenant an early termination fee ("EARLY TERMINATION FEE")
equal to (i) the unamortized value of Tenant's leasehold Improvements (based on
Tenant's actual, out-of-pocket costs verified by bona fide purchase receipts,
bills of sale, or other written evidence reasonably satisfactory to Landlord)
(amortized using straight-line amortization over an 11 year term) and (ii) if
(and only if) such

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termination occurs at any time within the first five (5) years of the Term, the
amount of   *   , which amount shall be payable to Tenant within 90 days of
the termination date specified in Landlord's notice to Tenant. Upon such
termination, the parties hereto shall have no further obligations to each other
hereunder except as expressly set forth herein. This Lease shall be deemed
terminated thirty (30) days after election by Landlord.

      23.4. Competing Store.

Landlord agrees that if it allows the operation of another store within THE
DISNEYLAND RESORT(R) which has more than   *   square feet devoted to the
assembly and sale of make-it-yourself plush bears and/or animals (the "COMPETING
STORE"), then Tenant may, at its option exercised at any time within twelve (12)
months of the date such Competing Store opens for business at THE DISNEYLAND
RESORT(R) PROJECT, elect to terminate this Lease upon no less than 90 days prior
written notice to Landlord. In addition, commencing as of the date such
Competing Store opens for business and continuing until the earlier of (i) the
expiration or earlier termination of this Lease or (ii) the date such Competing
Store ceases to operate at THE DISNEYLAND RESORT(R) PROJECT, Tenant's obligation
to pay Minimum Rent and Percentage Rent, collectively, shall be deemed to be the
amount which is  *   of Gross Sales, not to exceed the amount of Minimum Rent
and Percentage Rent, collectively, which would otherwise be due Landlord
pursuant to the provisions of Section 3.1 and 3.2 hereof.

      23.5. Agreement Regarding Offer or Solicitation of Employment.

            23.5.1. As a material inducement for Landlord to enter into this
Lease and in consideration of Tenant's right to operate its business at THE
DISNEYLAND RESORT(R) PROJECT pursuant to this Lease, the rights granted to
Tenant under this Lease and the other terms, covenants and conditions set forth
in this Lease, Tenant agrees that it shall not (and agrees to cause its
Affiliates not to), either alone or jointly, with or on behalf of others, either
directly or indirectly, at any time during the Term and for a period of two (2)
years following the expiration or sooner termination of this Lease (i) offer or
solicit any employment, contract for services or similar engagement to or from
any "Disney Salaried Employee" (as such term is hereinafter defined), or (ii)
encourage or induce any Disney Salaried Employee to terminate, or otherwise
suggest to or discuss with any Disney Salaried Employee the termination of, his
or her employment or other business relationship with Landlord or any of its
Affiliates, whether or not such Disney Salaried Employee would commit a breach
of any contract of employment or services by reason of his or her terminating
such employment or relationship with Landlord or its Affiliate. Tenant
acknowledges and agrees that Disney would be irreparably harmed by any breach or
threatened breach of this Section and, therefore, in addition to any other right
or remedy which Landlord might have under this Lease or at law or in equity as a
result of any such breach, Landlord shall be entitled to seek an injunction
prohibiting Tenant (or its Affiliate, as the case may be) from any breach or
threatened breach of this Section, and Tenant shall not (and shall cause its
Affiliates not to) assert that an injunction is not a proper remedy.

            23.5.2. For the purpose of this Section, the term "DISNEY SALARIED
EMPLOYEE" shall mean and refer to any person who is employed or retained by
Landlord or any of its Affiliates and whose base compensation is primarily on a
"salaried" (i.e., not by the hour) basis, and with whom Tenant or Tenant's
Affiliates have had contact with in connection with the


* - Redacted Text - Confidential treatment requested; omitted portions have been
    filed separately with the Securities and Exchange Commission.



                                       95



opening or operation of Tenant's business at the Premises. Without limiting the
generality of the foregoing, "salaried/non-exempt persons" (i.e., persons who
receive a salary but who also may be entitled to additional compensation on an
hourly basis for overtime or other extra work) shall be deemed to be "Disney
Salaried Employees."

24.   MISCELLANEOUS PROVISIONS.

      24 1. End of Term.

            24.1.1. Tenant shall, on or before the last day of the Term or upon
the sooner termination of the Term, peaceably and quietly surrender and deliver
to Landlord the Premises, in good condition and repair, reasonable wear and tear
(and damage by fire or other casualty if the termination is pursuant to Section
13 hereof) excepted, and free and clear of liens or encumbrances.

            24.1.2. Upon surrender, or upon the expiration or sooner termination
of the Term hereof, whichever first occurs, title to the Premises shall
thereupon, and without further act of either party, vest in Landlord, and Tenant
shall promptly thereafter execute and deliver to Landlord such deed or bill of
sale as Landlord may reasonably request. Such vestiture shall not constitute the
payment of Rent or a payment in lieu of Rent by Tenant to Landlord.

            24.1.3. Provided Tenant is not in breach or default of its
obligations under this Lease, Tenant may, at its cost, upon the expiration or
sooner termination of this Lease, remove from the Premises its inventory,
Furnishings (except fixtures affixed to the real property) Merchandise, Supplies
and other items of personalty. If Tenant shall fail to so remove such
personalty, Landlord may, at its option, either remove and dispose of any or all
of the same at Tenant's expense or retain the same, in which latter event all
right, title and interest therein shall pass to and vest in Landlord. Such
vestiture shall not constitute the payment of Rent or a payment in lieu of Rent
by Tenant to Landlord. Tenant shall repair any damage to Landlord's property
resulting from such removal unless the damage is caused by Landlord or any of
Landlord's Affiliates or any of their respective employees, agents,
representatives or contractors.

            24.1.4. If Tenant holds over or refuses to surrender possession of
the Premises in accordance with the provisions of this Lease, Landlord shall
have the right, in addition to all other rights and remedies available to it, to
treat such holding over as a tenancy at sufferance or a month-to-month tenancy.
During such holding over period, Tenant shall be obligated to perform all of its
obligations under this Lease (as if this Lease had not so expired or
terminated), except that the Rent during the period of holding over shall be
doubled. During any such holding over period, Landlord shall have no obligations
of any nature whatsoever trader this Lease or otherwise to Tenant.

            24.1.5. If the Premises is not timely so surrendered, in addition to
any other rights or remedies which Landlord may have hereunder or at law or in
equity, Tenant shall pay to Landlord all expenses which Landlord may incur by
reason thereof and, in addition, shall indemnify and hold harmless Landlord from
and against all claims made against Landlord by any tenant or tenants succeeding
to the Premises or any part thereof, founded upon delay by Landlord in
delivering possession of the Premises to such tenant or tenants or upon the
improper or

                                       96



inadequate condition of the Premises, to the extent that such delay or improper
or inadequate condition is occasioned by the failure of Tenant to perform its
said surrender obligations and/or to timely surrender the Premises. All property
of Tenant or of any other person which shall remain in the Premises after the
expiration or sooner termination of this Lease shall be deemed to have been
abandoned and may be retained by Landlord as its property or be disposed of
without accountability in such manner as Landlord may deem fit and, if the cost
of any disposition exceeds any proceeds from the sale of such property, such
cost shall be paid by Tenant to Landlord upon demand.

            24.2. Binding Effect.

The covenants, terms, conditions, provisions and undertakings in this Lease
shall extend to and be binding upon the heirs, personal representatives,
executors, administrators and permitted successors and assigns of the respective
parties hereto.

            24.3. Estoppel Certificates.

Within ten (10) business days after a request by either party ("REQUESTING
PARTY") to the other ("RECEIVING PARTY"), the Receiving Party shall execute and
deliver to the Requesting Party an estoppel certificate in recordable form,
which shall certify: (i) that the Requesting Party has fully and completely
performed all of its duties and obligations under this Lease through the date of
such certificate, or, if there has been any failure to perform, that the only
failures are specifically described in the certificate; (ii) that this Lease has
not been modified, and is in full force and effect, or, if there have been
modifications, that this Lease is in full force and effect as modified, and that
the only modifications are those specifically described in the certificate;
(iii) that there are no defenses, claims, counterclaims or rights of set-off
against the enforcement of this Lease, or, if claimed, that they are all
specifically described, as claimed, in the certificate; and (iv) the dates to
which Minimum Rent and Percentage Rent due under this Lease have been paid. The
certificate shall also include such other information as may be reasonably
required by the Requesting Party.

            24.4. Rights Cumulative.

All rights, remedies, powers and privileges conferred under this Lease on the
parties shall be cumulative of and in addition to, but not restrictive of or in
lieu of, those conferred by Law.

            24.5. Attorneys' Fees.

In the event either party employs an attorney or brings an action against the
other arising out of the terms of this Lease, the prevailing party (whether such
prevailing party has been awarded a money judgment or not) shall receive from
the other party (and the other party shall be obligated to pay) the prevailing
party's reasonable legal fees and expenses (including the fees and expenses of
experts and paraprofessionals), whether such fees and expenses are incurred
before, during or after any trial, re-trial, re-hearing, mediation or
arbitration, administrative proceedings, appeals or bankruptcy or insolvency
proceedings, and irrespective of whether the prevailing party would have been
entitled to such fees and expenses under applicable Law in the absence of this
Section. Without limiting the generality of the foregoing, the term "EXPENSES"
shall include expert witness fees, bonds, filing fees, administrative fees,
transcriptions, depositions or proceedings,

                                       97


costs of discovery and travel costs. The term "PREVAILING PARTY" as used in this
Section shall mean that party whose positions substantially prevail in such
action or proceeding, and any action or proceeding brought by either party
against the other as contemplated in this Section may include a plea or request
for judicial determination of the "prevailing party" within the meaning of this
Section. In the event neither party substantially prevails in its positions in
such action or proceeding, the court may rule that neither party has so
substantially prevailed, in which event each party shall be responsible for its
own fees and expenses in connection therewith. In addition, the fees and
expenses for the services of "in-house" counsel (if any) shall be included
within the prevailing party's fees and expenses as fully as if such in-house
legal services were provided by an "outside" attorney or law firm as
contemplated within this Section, irrespective of whether "outside" legal
services are obtained in connection with such matter. The fees and expenses on
the part of in-house counsel as aforesaid shall be determined based upon the
prevailing hourly rates, fees and expenses for an attorney(s) of comparable
experience in the Los Angeles, California area.

      24.6. Time of Essence.

Time is of the essence of this Lease. Anywhere a day certain is stated for
payment or for performance of any obligation, the day certain so stated enters
into and becomes a part of the consideration for this Lease.

      24.7. Notices.

Any notice, demand, request, offer, consent, approval or communication to be
provided under this Lease shall be in writing and shall be deemed received: (i)
three (3) business days after it is deposited, postage prepaid, in the United
States mail, certified or registered mail with a return receipt requested,
addressed (as the case may be) to Landlord at Landlord's address shown herein,
or to Tenant at the address of Tenant shown herein; (ii) the next delivery day
after it is deposited for overnight delivery with a nationally recognized and
reputable air courier addressed (as the case may be) to Landlord at Landlord's
address shown herein, or to Tenant at the address of Tenant shown herein; or
(iii) the same day it is personally delivered (as the case may be) to Landlord
at Landlord's address shown herein, or to Tenant at the address of Tenant shown
herein. Either party may designate a different address for receiving notices
hereunder by notice to the other party in accordance with the provisions of this
Section. Tenant designates and appoints, as its agent to receive notice of all
dispossessory or distraint proceedings and all notices required under this
Lease, the general manager, assistant manager or person in charge of the
Premises at the time the notice is given, and, if no person is in charge of the
Premises at that time, such service of notice may be made by attaching the same,
in lieu of mailing, on any entrance to the Premises.

                                       98



If to Landlord:             If sent by U.S. Mail:

                            Disneyland
                            1313 Harbor Blvd.
                            Anaheim, CA 92803-3232
                            Attention: Vice President
                            Downtown Disney

With a copy to:             Disneyland
                            1313 Harbor Blvd.
                            Anaheim, CA 92803-3232
                            Attention: General Counsel

                            and

                            The Walt Disney Company
                            500 South Buena Vista Street
                            Burbank, CA 91521-0171
                            Attention: Corporate Legal-Real Estate
                            Disneyland, Downtown Disney

If sent by receipted overnight delivery service:

                            Disneyland
                            1580 S. Disneyland Drive, Suite 200
                            Anaheim, CA 92802
                            Attention: Vice President, Downtown Disney

                            With a copy to:

                            Disneyland
                            1020 West Ball Road
                            Anaheim, CA 92803-3232
                            Attention: General Counsel

                            and
                            The Walt Disney Company
                            500 South Buena Vista Street
                            Burbank, CA 91521-0171
                            Attention: Corporate Legal-Real Estate
                            Disneyland, Downtown Disney

                                       99



If to Tenant:               Build-A-Bear Workshop, Inc.
                            1954 Innerbelt Business Center Drive
                            St. Louis, MO 63114-5760
                            Attention: Maxine Clark

With a copy to:             Michael E. Long
                            Blumenfeld, Kaplan & Sandweiss, P.C.
                            168 North Meramec Avenue
                            St. Louis, MO 63105

If any notice is tendered and is refused by the intended recipient, such notice
shall nonetheless be considered to have been given and shall be effective as of
the date provided herein.

      24.8. No Representations.

Tenant acknowledges that it has examined the Premises and that it is not relying
upon any representation or warranty, either express or implied, made by Landlord
or any of Landlord's Affiliates or any other person or entity in any way
Affiliated with Landlord, or being or claiming to be an agent, employee or
servant of Landlord, with respect to: the physical condition of the Premises,
the ground, earth or subsoil conditions; the financial reports, data, analyses
or projections that concern the proposed development, operation or projected
occupancy of the Premises; the proposed construction of, or any agreement not to
construct, any other facilities or amenities adjacent to, or in proximity to,
the Premises (including, without limitation, the Attractions); any zoning or
other applicable legal requirements; or any other matter or thing in respect of
the subject matter of this Lease and/or the Exhibits hereto or the transaction
and development contemplated hereby. Without limiting the generality of the
foregoing, Tenant acknowledges and agrees that Landlord makes no representation
or warranty of any kind or nature whatsoever (any such warranty being hereby
expressly disclaimed) with respect to any study, report, analysis, budget or
other information given to Tenant, its agents or representatives by Landlord,
its agents or representatives, and Tenant understands and agrees that all due
diligence regarding the Premises or matters related thereto are the complete and
sole responsibility of Tenant.

      24.9. Entire Agreement; No Offer.

This Lease contains the entire agreement of Landlord and Tenant with respect to
the subject matter hereof, and no representations, warranties, inducements,
promises or agreements, oral or otherwise, between the parties not embodied in
this Lease shall be of any force or effect. This Lease may be modified only by a
written agreement executed by both parties with the same formalities as this
Lease. All prior agreements or communications are and shall be merged into this
Lease and shall have no force or effect. Neither any submission of this Lease by
one party to the other, nor any correspondence or other communications between
the parties in connection therewith, is intended or shall be deemed to
constitute an offer of any kind or to create any obligations between the parties
unless and until one or more duplicates of this Lease has been fully executed
and delivered between the parties. Accordingly, any such submission or
communications or correspondence between the parties or their respective agents
or attorneys is

                                      100



intended only as non-binding discussions, and either party shall have the
absolute right to withdraw from such discussions without any liability
whatsoever to the other party.

      24.10. Severability.

If any clause or provision of this Lease is illegal, invalid or unenforceable
under applicable present or future Laws effective during the Term, the remainder
of this Lease shall not be affected. In lieu of each clause or provision of this
Lease which is illegal, invalid or unenforceable, there shall be added as a part
of this Lease a clause or provision as nearly identical as may be possible and
as may be legal, valid and enforceable. Notwithstanding the foregoing, in the
event any clause or provision of this Lease is illegal, invalid or unenforceable
as aforesaid and the effect of such illegality, invalidity or unenforceability
is that Landlord no longer has the substantial benefit of its bargain under this
Lease, then, in such event, Landlord may in its discretion cancel and terminate
this Lease upon providing at least ninety (90) days advance notice thereof to
Tenant.

      24.11. Quiet Enjoyment.

Tenant shall, subject to the terms and conditions of this Lease, peaceably and
quietly hold and enjoy the Premises during the Term without hindrance or
interruption, so long as Tenant fully and completely keeps, observes, performs,
satisfies and complies with all of the agreements, terms, covenants and
conditions, requirements, provisions and restrictions of this Lease to be kept,
observed, performed, satisfied and complied with by Tenant under this Lease and
pays all Rent required to be paid by Tenant under this Lease.

      24.12. Confidentiality.

             24.12.1. Except as otherwise required by Law or the regulations of
any securities exchange, Landlord and Tenant agree not to disclose Confidential
Information to any third party other than to their respective directors,
officers, employees and agents (and directors, officers, employees and agents of
Affiliates) and advisors (including legal, financial and accounting advisors)
(collectively, "REPRESENTATIVES"), as needed.

             24.12.2. Landlord and Tenant agree that they shall be responsible
for any disclosure of Confidential Information by their respective
Representatives that would constitute a breach of this Lease.

             24.12.3. In the event of any breach of this Section, the
non-breaching party will be entitled, in addition to any other remedies that it
may have at law or in equity, to injunctive relief or an order of specific
performance,

             24.12.4. In the event this Lease (or any part thereof) is required
to be disclosed or described in any manner due to the requirements of any
applicable Law or the regulations of any securities exchange, Tenant shall,
prior to any such disclosure or description, contact Landlord and provide
Landlord with the full particulars of Tenant's belief that such disclosure or
description is required. Following receipt of such notice, Landlord may (but
shall not be obligated to) take such measures as Landlord shall deem necessary
or desirable to challenge any such disclosure or description or to otherwise
redact or minimize such disclosure or description

                                      101



as Landlord sees fit. In such event, Tenant shall fully cooperate with Landlord,
it being understood and acknowledged by Tenant that Landlord regards this Lease
as a trade secret and as Confidential Information. Alternatively, Landlord may
authorize and direct Tenant to take such measures in Landlord's behalf in which
event Tenant shall employ its best efforts in good faith to effectuate such
authorization and direction.

            24.12.5. Tenant shall not discuss the terms of this transaction or
Tenant's involvement in the Project with any third party including, without
limitation, any member of the press or media. This restriction shall include
making any press release.

            24.12.6. The provisions of this Section and the obligations of
Tenant hereunder will survive the Expiration Date or sooner termination of this
Lease for a period of two (2) years.

      24.13. Accord and Satisfaction.

Payment by any party, or receipt or acceptance by a receiving party, of
any payment due hereunder in an amount less than the amount required to be paid
hereunder shall not be deemed an accord and satisfaction, or a waiver by the
receiving party of its right to receive and recover the full amount of such
payment due hereunder, notwithstanding any statement to the contrary on any
check or payment or on any letter accompanying such check or payment. The
receiving parry may accept such check or payment without prejudice to the
receiving party's right to recover the balance of such payment due hereunder or
to pursue any other legal or equitable remedy provided in this Lease.

      24.14. No Merger.

There shall be no merger of this Lease or the leasehold estate created hereby
with the fee simple estate in the Premises or any part thereof, by reason of the
fact that the same person or entity may acquire, own or hold, directly or
indirectly, this Lease or the leasehold estate created hereby or any interest in
this Lease or such leasehold estate, and the fee simple estate in the Premises
or any interest in such fee simple estate; and this Lease shall not be
terminated except as expressly provided herein.

      24.15. Counterparts.

This Lease may be executed in several counterparts, each of which shall be
deemed an original, and all of such counterparts together shall constitute one
and the same instrument.

      24.16. Usury Compliance.

Tenant and Landlord intend and hereby agree to comply with any and all
applicable usury Laws. Accordingly, notwithstanding anything to the contrary set
forth in this Lease or any other document executed or delivered in connection
therewith, neither the Applicable Rate nor any late fees nor any other charges
which may be characterized as interest under applicable Law shall exceed the
maximum rate of interest permitted under applicable Law, as it exists from time
to time. Landlord agrees not to knowingly collect or charge interest which will
render any effective interest rate payable with respect to any Minimum Rent,
Percentage Rent or other sum under this Lease usurious under applicable Law, and
Tenant agrees to give Landlord notice of such fact in

                                      102



advance of any payment or payments which would render the effective interest
rate payable hereunder usurious to the extent Tenant is or becomes aware of such
fact. If Landlord receives any payment which constitutes interest hereunder
(whether denominated as interest or as other costs, charges and fees which are
characterized as interest under applicable Law) in excess of the maximum lawful
rate of interest payable with respect to any Minimum Rent, Percentage Rent or
other sum under this Lease, then the amount of interest so received by Landlord
in excess of the then maximum lawful rate of interest shall, at the sole option
and discretion of Landlord: (i) be forgiven to the extent of such illegal
excess; or (ii) constitute an advance prepayment of Rent designated by Landlord
and shall thereby be applied in full or partial (as the case may be) reduction
of the then outstanding balance hereunder of such Rent.

      24.17. Governing Law.

This Lease shall be governed by, and construed in accordance With, the laws of
the State of California. In the event of any litigation involving this Lease,
other than litigation between Landlord and Tenant instituted by Landlord
regarding the enforcement of Landlord's rights in other jurisdictions, venue for
such litigation shall be vested exclusively either in the California State
Circuit Court for Orange County, California, or in the applicable Federal Court
having jurisdiction in Orange County, California. In the event litigation is
filed in other jurisdictions relating to this Lease, as otherwise permitted
above, the parties hereto hereby agree that it is their intent that other
jurisdictions employ their choice of law rules so as to construe the meaning and
enforceability of this Lease in their jurisdiction in accordance with California
Law.

      24.18. Recordation of Lease.

Neither this Lease nor any memorandum hereof may be recorded by Tenant without
first obtaining Landlord's approval, which approval may be withheld by Landlord
in Landlord's sole discretion. Upon Landlord's request, Tenant shall record a
memorandum of lease in the public records of Orange County, California in a form
and substance satisfactory to Landlord, within thirty (30) days of the Execution
Date of this Lease. Landlord shall pay the recording costs. In the event of a
discrepancy between the provisions of this Lease and the memorandum of lease,
the provisions of this Lease shall prevail. Any attempted recordation of this
Lease or any memorandum hereof by Tenant without having obtained Landlord's
written approval, which approval may be granted or denied in Landlord's sole
discretion, shall, at Landlord's option, constitute an Event of Default under
this Lease.

      24.19. Waiver of Right of Redemption.

To the extent permitted by Law, Tenant, for itself and for all persons claiming
by, through or under it, hereby expressly waives any and all rights which are or
may be conferred upon Tenant by any present or future Law, including, without
limitation, relief from forfeiture as provided for by Section 1174,1179 and 3275
of the California Code of Civil Procedure, to redeem the Premises and/or the
Furnishings after termination of this Lease or after any warrant to dispossess
or judgment in ejectment or summary proceedings or after re-entry upon the
Premises by Landlord and reacquisition of possession of the Premises and the
Furnishings by Landlord, by summary proceedings.

                                      103



      24.20. Headings.

The use of headings, captions and numbers in this Lease is solely for the
convenience of identifying and indexing the various Sections and shall in no
event be considered in construing or interpreting any provision in this Lease.
References in this Lease to a given Article shall be construed as a reference to
the entirety of such Article; references to any Section or subsection shall be
construed to include all provisions contained in such Section or subsection.

      24.21. Relationship Disclaimer.

The parties hereby acknowledge that it is not their intention to create between
themselves a partnership, joint venture, fiduciary or employment or agency
relationship for the purposes of demising the Premises, or for any other purpose
whatsoever. Accordingly, notwithstanding any expressions or provisions contained
herein or in any other document, nothing in this Lease or in any documents
executed or delivered or to be executed or delivered shall be construed or
deemed to create, or to express an intent to create, a partnership, joint
venture, fiduciary or employment or agency relationship of any kind or nature
whatsoever between the parties hereto.

      24.22. No Third Party Beneficiaries.

Nothing in this Lease is intended or shall be deemed to confer any rights or
benefits upon any entity or person other than the parties hereto or to make or
render any such other entity or person a third-party beneficiary of this Lease,
except rights contained herein for the benefit of a Fee Mortgagee.

      24.23. Broker and Commission.

With the exception of Hycel Properties, which was retained by and will paid
solely by Tenant pursuant to a separate written agreement, all negotiations
relative to this Lease and the demise of the Premises as contemplated by and
provided for in this Lease have been conducted by and between Landlord and
Tenant without the intervention of any person or other party as agent or broker.
Landlord represents and warrants to Tenant that there are and will be no
broker's commissions or fees payable in connection with this Lease or the demise
of the Premises by reason of Landlord's dealings, negotiations or
communications. Tenant represents and warrants to Landlord that, other than a
brokerage commission due Hycel Properties, which Tenant shall pay in full
pursuant a separate written agreement between Tenant and Hycel Properties, there
are and will be no broker's commissions or fees payable in connection with this
Lease or the demise of the Premises by reason of Tenant's dealings, negotiations
or communications. Landlord and Tenant shall, and do each hereby, indemnify,
defend and hold harmless the other from and against the claims, demands, actions
and judgments of any and all brokers, agents and other intermediaries alleging a
commission, fee or other payment to be owing by reason of their respective
dealings, negotiations or communications in connection with this Lease or the
demise of the Premises.

      24.24. Consent or Approval of Landlord.

            24.24.1. Tenant hereby acknowledges that Landlord has a very
substantial interest in maintaining the image, reputation, aesthetic appearance,
and quality of, and harmony

                                      104



among, the Premises and the properties owned by Landlord or by Landlord's
Affiliates. Accordingly, except where otherwise expressly stated in this Lease
to the contrary, each and every term or provision of this Lease which requires
or which refers to (as the case may be): (i) the approval or consent of
Landlord; or (ii) the satisfaction, judgment, opinion or discretion of Landlord,
shall mean that any such approval or consent, or any such satisfaction,
judgment, opinion or discretion (as the case may be), shall be subject to the
sole and absolute discretion of Landlord. In addition, no provision of this
Lease which may require or permit Landlord to state reasons for denial of any
submission or request shall be construed as a specific statement that any matter
is subject to the reasonable approval, consent, satisfaction, judgment, opinion
or discretion of Landlord.

            24.24.2. With respect to those terms or provisions of this Lease in
which Landlord is obligated to use its reasonable discretion, judgment or
approval, if Landlord unreasonably or arbitrarily withholds its consent,
approval or acknowledgment of satisfaction or judgment in respect of any such
matter, Landlord shall have no liability in connection with such withholding or
delay except that: (i) Landlord shall be deemed to have granted such consent or
approval if a court or other body of competent jurisdiction finally determines
(i.e., a final, non-appealable order) that Landlord withheld same unreasonably;
and (ii) if such court or other body determines in such final order that
Landlord acted in bad faith in withholding such consent, the foregoing
exculpatory language contained in this subsection shall not apply.

            24.24.3. With respect to any contractor, supplier, service provider
or other third person or party who is subject to the prior approval of Landlord,
such approval shall not be intended (nor shall it be deemed) to constitute any
representations, warranty, assurance, affirmation or other statement on the part
of Landlord regarding the quality, efficiency, honesty, integrity, ability or
other characteristic or aspect of any such person or party, it being understood
and agreed that Tenant shall be solely responsible for its own due diligence
regarding such matters and that Landlord shall in all events be entitled to
assume that Tenant shall have first undertaken such due diligence appropriate to
the circumstances before Tenant presents any such person or party to Landlord
for Landlord's approval.

      24.25. Force Majeure.

Except as otherwise expressly provided in this Lease, and except with respect to
any failure to pay any sum due hereunder as a result of bankruptcy, insolvency
or refusal or inability to pay, if either party shall be delayed or hindered in
whole or in part, or prevented from, the performance of any non-monetary
covenant or obligation hereunder as a result of acts of God, fire or other
casualty, earthquake, hurricane, flood, epidemic, landslide, enemy act, war,
riot, intervention by civil or military authorities of government, insurrection
or other civil commotion, general unavailability of certain materials, strikes,
boycotts, lockouts, labor disputes or work stoppage beyond the control of either
party hereto, then the performance of such covenant or obligation, shall be
excused for the period of such delay, hindrance or prevention and the period of
the performance of such covenant or obligation shall be extended by the number
of days equivalent to the number of days of such delay, hindrance or prevention.

                                      105



      24.26. Landlord's Lien.

TO SECURE THE PAYMENT OF ALL RENT DUE AND TO BECOME DUE HEREUNDER AND THE
FAITHFUL PERFORMANCE OF THIS LEASE BY TENANT, TENANT HEREBY GIVES TO LANDLORD AN
EXPRESS CONTRACT LIEN AND SECURITY INTEREST ON ALL PROPERTY (INCLUDING, WITHOUT
LIMITATION, TENANT'S MERCHANDISE, INVENTORY, SUPPLIES, ETC.) WHICH MAY BE PLACED
IN THE PREMISES, AND ALSO UPON ALL PROCEEDS OF ANY INSURANCE WHICH MAY ACCRUE TO
TENANT BY REASON OF DESTRUCTION OF OR DAMAGE TO ANY SUCH PROPERTY, SUBJECT TO
ONLY TO A FIRST PRIORITY PURCHASE MONEY LIEN ON MERCHANDISE, INVENTORY AND
SUPPLIES (BUT IN NO EVENT ON FIXTURES) IN FAVOR OF FIRSTAR BANK OR ANOTHER BONA
FIDE THIRD PARTY LENDER. SUCH PROPERTY SHALL NOT BE REMOVED THEREFROM WITHOUT
THE WRITTEN CONSENT OF LANDLORD UNTIL ALL ARREARAGES IN RENT THEN DUE TO
LANDLORD HEREUNDER SHALL FIRST HAVE BEEN PAID. ALL EXEMPTION LAWS ARE HEREBY
WAIVED IN FAVOR OF SAID LIEN AND SECURITY INTEREST. THIS LIEN AND SECURITY
INTEREST IS GIVEN IN ADDITION TO LANDLORD'S STATUTORY LIEN AND SHALL BE
CUMULATIVE THERETO. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THIS LIEN MAY BE
FORECLOSED WITH OR WITHOUT COURT PROCEEDINGS BY PUBLIC OR PRIVATE SALE, PROVIDED
LANDLORD GIVES TENANT AT LEAST THIRTY (30) DAYS NOTICE OF THE TIME AND PLACE OF
SAID SALE, AND LANDLORD SHALL HAVE THE RIGHT TO BECOME THE PURCHASER, UPON BEING
THE HIGHEST BIDDER AT SUCH SALE. CONTEMPORANEOUS WITH THE EXECUTION OF THIS
LEASE (AND IF REQUESTED HEREAFTER AT ANY TIME BY LANDLORD), TENANT SHALL EXECUTE
AND DELIVER TO LANDLORD UNIFORM COMMERCIAL CODE FINANCING STATEMENTS IN
SUFFICIENT FORM SO THAT WHEN PROPERLY FILED, THE SECURITY INTEREST HEREBY GIVEN
SHALL THEREUPON BE PERFECTED. IF REQUESTED HEREAFTER BY LANDLORD, TENANT SHALL
ALSO EXECUTE AND DELIVER TO LANDLORD UNIFORM COMMERCIAL CODE FINANCING
STATEMENT CHANGE INSTRUMENTS IN SUFFICIENT FORM TO REFLECT ANY PROPER AMENDMENT
OR MODIFICATION IN OR EXTENSION OF THE AFORESAID CONTRACT LIEN AND THE RIGHTS
AND REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN
THE STATE OF CALIFORNIA FROM TIME TO TIME.

      24.27. Construction of Lease.

This Lease has been fully reviewed and negotiated by the parties hereto and
their respective counsel. Accordingly, in interpreting this Lease, no weight
shall be placed upon which party hereto or its counsel drafted the provisions
being interpreted.

      24.28. No Waiver.

No release, discharge or waiver of any provision hereof shall be enforceable
against or binding upon Landlord or Tenant unless in writing and executed by
Landlord or Tenant, as the case may be. Neither the failure of Landlord or
Tenant to insist upon a strict performance of any of the agreements, terms,
covenants and conditions hereof, nor the acceptance of Rent by Landlord with

                                      106



knowledge of a breach of this Lease by Tenant in the performance of its
obligations hereunder, shall be deemed a waiver of any rights or remedies that
Landlord or Tenant may have or a waiver of any subsequent breach or default in
any of such agreements, terms, covenants and conditions.

      24.29. Easements for Air, Light and View.

Tenant acknowledges that this Lease does not create, nor will Tenant have, any
express or implied easements for, or other rights to, air, light or view over or
about the Premises.

      24.30. Joint and Several Liability.

If two or more individuals, corporations, partnerships or other business
associations (or any combination of two or more thereof) shall sign this Lease
as Tenant, the liability of each such individual, corporation, partnership or
other business association to pay Rent and perform all other obligations
hereunder shall be deemed to be joint and several and all notices, payments and
agreements given or made by, with or to any one of such individuals,
corporations, partnerships or other business associations shall be deemed to
have been given or made by, with or to all of them. In like manner, if Tenant
shall be a partnership or other business association, the members of which are,
by virtue of statute or federal Law, subject to personal liability, the
liability of each such member shall be joint and several.

      24.31. Rules of Interpretation.

Except as otherwise expressly provided in this Lease, the following rules shall
apply hereto: (i) the singular includes the plural and the plural includes the
singular; (ii) "or" is not exclusive and "include" and "including" are not
limiting; (iii) a reference to any agreement or other contract includes any
permitted supplements and amendments; (iv) a reference in this Lease to a
section or exhibit is to the section of or exhibit to this Lease unless
otherwise expressly provided; (v) a reference to a section or Section in this
Lease shall, unless the context clearly indicates to the contrary, refer to all
sub-parts or sub-components of any said section or paragraph; (vi) words such as
"hereunder", "hereto", "hereof", and "herein", and other words of like import
shall, unless the context clearly indicates to the contrary, refer to the whole
of this Lease and not to any particular clause hereof; (vii) the headings of the
articles or sections and the numbering or position thereof are for convenience
only and shall not in any way be deemed to affect the meaning of this Lease;
(viii) a reference in this Lease to a "person" or "party" (whether in the
singular or the plural) shall (unless otherwise indicated herein) include both
natural persons and unnatural persons (including, but not limited to,
corporations, partnerships, limited liability companies or partnerships, trusts,
etc.); (ix) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP; and (x) any reference in this Lease to
a "business day" shall include each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which national banks in Los Angeles are closed.

      24.32. Survival.

Notwithstanding anything to the contrary contained in this Lease, the provisions
(including, without limitation, covenants, agreements, representations,
warranties, obligations and liabilities described therein) of this Lease which
from their sense and context are intended to survive the expiration or sooner
termination of this Lease shall survive such expiration or sooner termination

                                      107



of this Lease and continue to be binding upon the applicable party including,
without limitation, any indemnity and defense which arise due to an occurrence
which occurred prior to the termination of this Lease or any obligation of
either party to pay money to the other and any audit or review rights granted in
connection therewith.

      24.33. Exhibits.

The exhibits referred to in, and attached to, this Lease are hereby incorporated
in full by reference. Unless otherwise expressly provided in the exhibit or the
body of this Lease, in the event of any conflict or inconsistency with the
provisions contained in the body of this Lease and the exhibits, the provisions
contained in the body of this Lease shall control.

                                      108



      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed on the date set forth below.

                            LANDLORD:

                            WALT DISNEY WORLD CO.,
                            a Florida corporation

                            By: /s/ Cynthia Harriss
                                -----------------------
                            Printed Name: CYNTHIA HARRISS
                            Title: President
                            Date of Execution: 6/21/01

                            TENANT:

                            BUILD-A-BEAR WORKSHOP, INC.
                            a Delaware corporation

                            By:/s/ Maxine Clark
                               -------------------
                            Printed Name: MAXINE CLARK
                            Title: President/CEO
                            Date of Execution: 6/17/01

                                      109


                                    EXHIBIT A

                                      SITE

                                   [Attached]

                                      A-1


                               [FIRST FLOOR PLAN]

                                First Floor Plan
                      Architectural Lease Outline Diagram
                               SCALE: 1" - 20'-0"

ELKUS / MANFREDI               Floor           [WALT DISNEY IMAGINEERING LOGO]
A R C H I T S C T S L T D      Service Level
Project Number: 97068.00       Esplande Level
Date: 18 October 2000          Upper Level
                               Total


                              [SECOND FLOOR PLAN]

                               Second Floor Plan
                      Architectural Lease Outline Diagram
                               SCALE: 1" - 20'-0"

ELKUS / MANFREDI               Floor             [WALT DISNEY IMAGINEERING LOGO]
A R C H I T S C T S L T D      Service Level
Project Number: 97068.00       Esplande Level
Date: 18 October 2000          Upper Level
                               Total


                                    EXHIBIT B

                    TENANT DESIGN AND CONSTRUCTION STANDARDS

This Exhibit B includes the attached (i) Tenant Submissions, (ii) Construction
Rules and Regulations and (iii) Design Criteria.

                                   [Attached]

                                      B-1


                                   EXHIBIT "B"

                                     PART 1

                               TENANT SUBMISSIONS



                        LEASE ATTACHMENT - SPACE TENANTS

TENANT SUBMISSIONS

The following is an outline of tenant submission requirements for Downtown
Disney at The Disneyland Resort.

GENERAL CRITERIA: LANDLORD'S PLAN REVIEW & APPROVAL

All tenants must engage an architect and an engineer registered in the State of
California for preparation of their submittals and must notify the Development
Manager of their names, addresses, and phone numbers immediately upon receipt of
the Design Package. Submittals must bear both the California registered
architect's and engineer's title block with their names and addresses. Plans
prepared by anyone other than registered professionals will be rejected.

All elements of tenant submittals as outlined below must be submitted to the
landlord as a complete package. Partial submittals will not be accepted and will
be rejected without review. Landlord approval must be received prior to
submission of any documents to the City of Anaheim.

All meetings, work sessions and presentations will be held at the offices of the
Development Manager in California. If for any reasons meetings are required
outside of the above referenced offices - travel and associated expenses will be
the responsibility of the tenant. Such expenses will be reimbursed to the
landlord within (30) thirty days of receipt of the landlord's invoice by the
tenant.

Each tenant is responsible for submitting plans and must pay all required fees
to the appropriate City of Anaheim agency for review, approval and issuance of
necessary permits and/or variances. In addition, the tenant is required to
schedule and attend meetings and presentations with city officials as needed.
All meeting with the City of Anaheim must be schedule and coordinated with the
Landlord's Development Manager. The landlord is not responsible for any delay or
costs associated with tenant's failure to supply complete information, to follow
the procedures to submit to the appropriate authorities.

All plan submission and inquires for the landlord shall be directed to the
attention of:

          Rob Robinson, Development Manager
          Walt Disney Imagineering
          1401 Flower Street
          Glendale, CA 91201

CHANGES AFTER FINAL PLAN APPROVAL

After the landlord's approval of the Final Plans, no changes shall be made
without the prior approval of the landlord. However, in the course of
construction, tenant may make such changes in, on or about the building as may
be required as a result of "as-built" conditions, provided they are approved in
advance and in writing by the landlord's Development Manager Downtown Disney.



EXTENT OF LANDLORD'S PLAN REVIEW AND/OR APPROVAL

The landlord's plan review and/or approval does not relieve tenant of
responsibility for compliance with Lease documents, field verification of
dimensions and existing condition, discrepancies between final working drawings
and as-built conditions of tenant's space or pad site, and coordination with
other trades and job conditions. No responsibility for proper engineering,
safety and/or design of facility is implied on the part of landlord by this plan
approval. In addition, tenants shall have sole responsibility for compliance
with all applicable governing codes, statutes, ordinances and other regulations
for all work performed by or on behalf of the tenant at the tenant premises. The
landlord's approval of tenant's working drawings or of tenant's work shall not
constitute a representation, or certification by that the working drawings or
tenant's work are in compliance with said codes, statutes, ordinances and other
regulations. In instances where several sets of requirements must be met, the
strictest standards shall apply where not prohibited by applicable codes.

MODIFICATIONS TO LANDLORD'S WORK

Any proposed modifications to Landlord's work must be reviewed and approved by
Landlord and funded by Tenant.

CADD

The CADD system for this Project is AutoCadd Release 14. Any costs that the
tenant incurs to upgrade to, communicate with, or translate to this version of
AutoCadd shall be at the tenants expense. The tenant is responsible for
developing all CADD files in conformance with the Walt Disney Imagineering CADD
standards. A complete copy of this document will be distributed to the tenant at
the Design Conference.

TENANT DESIGN PACKAGE

Upon execution of the Lease, the landlord shall furnish the tenant with a Tenant
Design Package consisting of the following:

     [ ]    Part I : Tenant Design Criteria (this Document)

     [ ]    Part II : Specific Tenant Information (L.O.D./Concept Information)

     [ ]    Part III: DLR/Resort Construction Policies

     [ ]    Part IV: Applicable Mitigation Measures/Conditions of
            Approval/Specific Plan

PROJECT MILESTONES

Durations vary based on tenant size. Large Space Tenants may be required to
follow the submission schedule outlined under "Pad Tenants" due to the
complexity and size of the tenant fit-out. Consult the Development Manager for
further information. A Milestone Schedule will be prepared as an exhibit to the
Lease. Tenants shall comply with all specified durations and key schedule
milestones as not to delay the project.



DESIGN CONFERENCE

A conference must be held between the tenant's architect and engineer and the
landlord's Development Manager to review the Design Criteria and all procedures
and schedules prior to Schematic Design.

PHYSICAL-ON SITE INSPECTION

During plan development and when appropriate prior to final construction
document submission, the tenant or his qualified representatives shall make a
physical on-site inspection of the site/demised premises to verify the as-built
conditions if applicable, utility locations, and physical dimensions. The
landlord will not be responsible for as-built conditions differing from or in
conflict with Contract Documents, Lease Outline Drawings, Tenant Design Package,
and the Tenant Design Criteria. The tenant's architect and/or the tenant's
engineers are required to contact the Development Manager Prior and subsequent
to visiting the site. It is required that hard hats and proper footwear be worn
at all times.

SUBMISSION REQUIREMENTS:

Schematic Design Phase

All tenants should refer to the Submission Schedule and the Milestone Schedule
distributed at the Design Conference for specific durations and number of
meetings, work sessions and presentations.

The purpose of this phase is to acquaint the landlord with the tenant's design
intentions and to agree on a design direction. During this Phase the tenant will
begin to coordinate the tenant design with the design criteria, and develop the
design concept. Conceptual ideas for the tenant's exterior and interior finishes
are required in the Schematic Design presentation. Signage must also be
presented during this phase.

The tenant shall schedule with the Development Manager all meetings,
presentations to the landlord of the Schematic Design Materials. All work
sessions and presentation materials will be shipped and received in the
landlord's office (1) one week prior to each presentation and will be reviewed
by the Development Manager.

The tenant shall simultaneously with each design presentation submit to the
landlord one (1) set of full size and (1) set of half size reproducible
drawings; one (1) set of color prints or photographs if applicable, and one (1)
set of presentation boards showing the intended design, characters and finishes
of the tenant's premises and storefront. In addition the landlord will provide
a distribution list to the tenant so that further sets of plans may be
distributed as required.

Each Schematic Design presentation shall include the following information at a
minimum in a 30" x 42" format, dry-mounted on 1/4" foam core boards - template
provided by the landlord:

A.    Image Boards - These images will convey design intent and can include
      sketches, details, materials and design precedents.

B.    Conceptual Renderings - color depicting at least two (2) interior views
      and two (2) exterior views. One exterior view shall be as viewed at night.

C.    Floor plans of all floors(scale: 1/8" = 1'-0)- in color. Indicating
      interior design, display, and space planning concept, including fixture
      layout. Restaurants should also include kitchen layouts and interior and
      exterior seating layouts. In addition, the esplanade level plan should
      illustrate a zone of Area Development in front of the tenant space of
      approximately fifteen(15) feet depicting any proposed alterations to the
      landlord's landscape plan and fifteen(15) feet in front of any exterior
      seating areas.

D.    Cross sections (scale: 1/8" = 1'-0")

E.    Preliminary exterior elevations (scale: 1/4" = 1'-0")

F.    Preliminary interior elevations including: storefront, counter, and
      partition elevations and sections (scale: 1/8" = 1'-0").

G.    Sample board consisting of materials and color chips firmly applied to a
      30" x 42" form core board(s). All samples must be clearly labeled.

H.    Preliminary Outline Specifications.

I.    Interior and Exterior Lighting Plans (scale 1/8" = 1'-0").

J.    Summary of project's compliance to Specific Plans requirements, Mitigation
      Measures and Conditions of Approval.

K.    Schematic drawings of all proposed wall signage and blade signage (1" =
      1'-0"); indicating location size, materials, color, logo and text.

L.    Schematic drawings of all proposed awnings (1" = 1'-0"); indicating
      location, size, materials, color, logo and text.

M.    Schematic drawings of any other environmental graphic or iconographic
      elements (1" = 1'-0"); indicating location, size, materials, color, logo
      and text.

Schematic Design Approval:

After receipt of final Schematic Design Plans, the landlord will return to the
tenant one set of prints with its comments, modifications, and/or approval. If
the plans are returned to the tenant without an approval by the landlord, the
tenant shall revise plans and resubmit a revised package indicating all changes
bubbled and listed as an addendum addressing the landlord's comments.

One (1) set of approved Schematic Design Plans will be stamped, signed and dated
by the Development Manager on behalf of the landlord and returned to the tenant
along with a notice to proceed.

The approved Schematic Design Plans and notice to proceed shall be returned to
the tenant and shall serve as the basis of the Contract Documents, but approval
of Schematic Design Plans does not guarantee approval of the Contract Documents.



Contract Document Phase:

The purpose of this phase is the development of the Contract Documents for the
proposed space. Refer to the Milestone Schedule received at the Design
Conference for all durations of submissions and work sessions. All drawings in
the Construction Document Phase should be at a scale as specified below.
Exceptions may be made at the discretion of the landlord for tenants whose space
is sufficiently large to make drawings at this scale unwieldy.

The tenant shall schedule with the Development Manager all submissions, work
sessions, and meetings with the landlord relating to the review of Contract
Documents. All submission and work session materials will be shipped and
received in the landlord's office (1) one week prior to each meeting and will be
reviewed by the Development Manager.

For each submission the tenant shall submit to landlord one (1) set of full
size, one (1) set of half size reproducible drawings and one (1) print set of
final drawings prepared by an architect and an engineer registered in the State
of California. The final submission of plans shall be wet scaled by the above
noted professionals. The Contract Documents shall be in strict compliance with
the Tenant Design Criteria and specifications contained herein and in Parts
II-IV, the Lease, and the comments on the approved Schematic Design Plans. In
addition the landlord will provide a distribution list to the tenant so that
further sets of plans may be distributed as required.

Each Contract Document Submission shall include the following information at a
minimum:

A.    Floor plans of all floors (scale:1/4" = 1'-0"). The esplanade level plan
      should include delineation of fifteen (15) feet of Area Development in
      front of the store. Plans should indicate storefront; counter and
      partition construction by tenant; materials; samples of colors and
      finishes; location of partitions and type of construction; doors by
      tenant; toilet room locations; and placement of fixtures and equipment.
      All restaurants shall indicate all interior and exterior seating layouts
      and delineate fifteen (15) feet of Area Development in front of the
      exterior seating areas.

B.    Reflected ceiling plan (scale: 1/4" = 1'-0"). Indicating all suspended
      ceiling, light fixtures, sprinklers, HVAC grills, ducts and partitions.

C.    Storefront elevations and details (scale: 1/2" = 1'-0")

D.    Cross Sections(scale: 1/4" = 1'-0")

E.    Interior elevations including: storefront, counter, and partition
      elevations and sections (scale: 1/4" = 1'-0"). Including graphics, display
      cases, signage, materials and color of finishes.

F.    Sample board consisting of materials and color chips firmly applied to a
      30" x 42" foam core guard(s). All samples must be clearly labeled.

G.    Interior and Exterior, Fixtures and Finishes mounted on boards --
      including sample mock-ups, drawings/catalog cuts of all Fixtures,
      Furnishing and Equipment and exact mounting details, including color
      and finish.

H.    Electrical drawings(scale: 1/4" = 1'-0")

I.    Plumbing Drawings (scale: 1/4" = 1'-0")



J.    HVAC drawings (scale: 1/4" = 1'-0")

K.    Fine protection drawings (scale: 1/4" = 1'-0")

L.    Interior elevations, sections, and details sufficient for construction

M.    Interior Finish Schedule

N.    Drawings must indicate connected electrical loads, weight of heavy
      equipment cases, etc.

O.    Tenant Data Sheets indicating the tenant utility load demands, project
      solid waste generation (nature and amount) and waste prevention plans and
      recycling strategy.

P.    Roof Plans

Q.    Special Systems Drawings (e.g. Satellite dishes, broadcast
      requirements, etc.)

R.    Structural Drawings and Details (scale: 1/4" = 1'-0")(if applicable)

S.    Interior and Exterior Lighting Drawings (scale: 1/4" = 1'-0"),
      including keyed plan to lighting specifications

T.    Specifications.

U.    Written verification (Standard A-100 sheet) of all mitigation
      measures, conditions of approval and specific plan requirements.

V.    Final fabrication drawings of all proposed wall signage and blade
      signage(1" = 1'-0"). Indicating final location(s), size, materials, color,
      logo, text and other fabrication requirements.

W.    Final fabrication drawings of all proposed awnings and umbrellas (1" =
      1'-0"). Indicating location(s), size, material, color, logo and text.

X.    Final fabrication drawings of any other approved environmental graphic and
      iconographic elements (1" = 1'-0"). Indicating location(s), size,
      materials, color, logo, text as well as other fabrication requirements.

Contract Document Revisions and Approval Letter

After review of Contract Documents, landlord shall return to tenant one (1) set
of prints with its modifications and comments. Comments made by the City of
Anaheim shall also be incorporated into the documents by the tenant and reissued
as required.

The tenant shall revise plans and resubmit a complete package with all changes
bubbled and listed as an addendum to landlord for approval - refer to the
Milestone Schedule for duration of submission, review and approvals.

One (1) set of approved Contract Documents shall be stamped, dated and signed
by the Development Manager on behalf of the landlord and sent to the tenant
along with a letter of approval. The Contract Documents as approved by the
landlord shall constitute the actual set of drawings and specifications used for
construction.


                              DESIGN REVIEW PROCESS
                                 SPACE TENANTS

A)    Sign Lease/LOI

B)    Design Conference
       (Tenant and Landlord)

C)    Interim Work session
       (Schematic Design)

D)    Delivery of Presentation Materials
       (Tenant delivers 1 week prior to 95% Schematic Presentation)

E)    95% Schematic Presentation
       (Tenant, DTD Sr. Management)

F)    Revise and Resubmit 100% Schematic Design

G)    100% Schematic Design Presentation
       (Tenant, DTD Sr. Management, Disneyland Sr. Management)

H)    Comments from Schematic Design Presentation
       (Landlord's Architect, Subcontractors and Sr. Management)

I)    Interim Worksession
       (Design Development)

J)    35% Package Submittal to City of Anaheim
       (Landlord's Project Manager and Tenant)

K)    65% Package Submittal to City of Anaheim
       (Landlord's Project Manager & Tenant)

L)    Comments from Landlord and City of Anaheim

M)    100% Contract Document Submittal to Landlord

N)    Final Comments from Landlord (if required)

O)    FINAL PLAN APPROVAL

P)    100% Package Submittal to City of Anaheim
       (Landlord's Project Manager & Tenant)



                                   EXHIBIT "B"

                                     PART 2

                       CONSTRUCTION RULES AND REGULATIONS



                        CONSTRUCTION RULES & REGULATIONS
                                 SPACE TENANTS

1. GENERAL

   1.1. COMPLIANCE

Tenant's contractors must comply with all applicable laws, rules, regulations
and directives; including the Disneyland Resort Specific Plan.

   1.2. SPECIAL CONDITIONS

The Disneyland Resort operates twenty-four hours per day, seven days per week.
The resort's guests have high expectations for a pleasant and unique experience,
without undue distraction. Contractors must consult continuously with WDI
Construction Management regarding the scheduling of activities such as:

         a.    deliveries of equipment and supplies

         b.    arrival and departure of construction workers

         c.    construction activity that generates noise, vibration, bright
               lights or visual distractions

         d.    safe passage of tourists throughout construction zones when
               applicable

   1.3. COMMUNICATION WITH GUESTS

Landlord will be responsible for all communication with guests of The Disneyland
Resort.

2. VISUAL INTRUSION

Visibility of cranes and rigging from within the theme park or from the main
entrances to the hotels is of great concern to the Landlord. Among the
mitigation measures which may be required are:

         a.    selection of equipment that can be lowered out of view when not
               in use;

         b.    placement of equipment so as to minimize visibility;

         c.    orientation of equipment (e.g. the boom of a tower crane) when
               not in use so as to minimize visibility;

         d.    themed construction fencing in guests areas;

         e.    elimination of marking lights on the equipment except as required
               to comply with safety regulations;


      f.    aiming and shielding of work lights on equipment to minimize glare;
            and

      g.    elimination of flags, banners and other conspicuous identification
            (except as required by applicable Landlord for safety

3. NOISE INTRUSION

   3.1. Daytime Noise

Limit daytime noise generation to avoid distracting guests inside Disneyland or
interfering with Disneyland entertainment and operation. Comply with The
Disneyland Resort Specific Plan regarding acceptable noise levels at the
perimeter of the construction site. Among the mitigation measures which may be
required are:

      a.    use equipment engineered to reduce sound (e.g., mufflers on internal
            combustion engines and sound isolation cases);

      b.    use construction techniques that reduce sound ( e.g., drilling vs.
            Driving of piles);

      c.    schedule work for periods when the ambient noise in Disneyland is
            projected to be high and noise from outside the theme park is
            unlikely to be heard;

      d.    suspend work during periods identified by Landlord as particularly
            sensitive; and

      e.    schedule work for periods when Disneyland is not in operation, while
            also considering the issue of night time noise.

4. VIBRATION

Limit vibration caused by construction activities which may disturb or distract
theme park and hotel guests. Among the mitigation measures which may be required
are:

      a.    use equipment engineered to reduce vibration;

      b.    use construction techniques that reduce vibration (e.g., drilling
            vs. Driving of piles);

      c.    suspend work during periods identified by Landlord as particularly
            sensitive; and

      d.    schedule work for periods when Disneyland is not in operation.



5. CONSTRUCTION TRAFFIC RESTRICTIONS

All construction traffic will be scheduled and regulated by the Landlord.
See 11. CONSTRUCTION TEMPORARY UTILITIES, PARKING AND MARSHALING AREA.

   5.2. Damage and Debris

In order to avoid damaging or defacing roadways, tracked vehicles may not be
driven on any paved surface. Use of vehicle wheel wash stations will be
implemented to limit the movement of mud, dirt and debris onto roadways.
Contractors will be responsible for nightly cleaning of any dirt or mud
accumulated on public roads.

6. CONSTRUCTION SITE ISOLATION

   6.1. Waste Disposal

Materials and debris will not be left in guest view or in guest-accessible
areas. The following measures will be required of all contractors:

      a.    proper storage of materials within secured construction perimeters;

      b.    daily clean-up, separation and placement of trash in suitable
            containers; and

      c.    regular removal of trash containers to authorized waste disposal
            facilities.

   6.2. Leakage

Leakage of mud, water or construction liquids under construction fences and into
guest areas, including parking lots, will be prevented by appropriate measures
such as internal site drainage, sandbags or other suitable barriers.

7. AIR QUALITY

All contractors shall strictly comply with the requirements of the South Coast
AQMD.

8. SPECIFIC ONSITE CONSTRUCTION RULES AND REGULATIONS

The Tenant. Tenant's contractors and their subcontractors shall observe the
Rules and Regulations contained herein and such further rules and regulations
and amendments and additions as may from time to time be made by the Landlord in
its sole and absolute discretion and notified in writing to the contractor.



8.1. Construction Work General

      a.    Prior to commencement of bid process, the Tenant, Tenant's
            contractors and their subcontractors should become familiar with the
            Rules and Regulations herein and Lease terms applicable to
            construction. The Rules and Regulations make specific reference to
            the procedures to be followed with respect to all construction to be
            performed. Contractors are responsible for compliance with the
            requirements of all governmental authorities having jurisdiction,
            procurement of all permits (including Certificate of Occupancy) and
            permissions and payment of all fees and charges relating thereto
            except as part of contract conditions.

      b.    All work shall be performed in accordance with working drawings and
            specifications as approved by the Landlord in writing. No exterior
            changes to such drawings and specifications including any changes
            required by the City or other governmental authorities having
            jurisdiction are permitted without the written approval of the
            Landlord.

      c.    Prior to commencement of work, the Landlord shall have provided the
            Tenant with written notice that such work can proceed, and the
            Tenant shall have provided the Landlord with:

            -     The names of all contractors and subcontractors proposed to be
                  used for the performance of work, and the Landlord shall have
                  notified the Tenant of its approval thereof in writing.

            -     A construction schedule showing the timetable for the progress
                  and completion of work, and the Landlord shall have notified
                  the Tenant of its approval thereof in writing.

            -     Certificates of Insurance, including Builder's Risk Insurance,
                  providing evidence satisfactory to the Landlord that the
                  Tenant's contractors have effected, as of the date of
                  commencement of performance of work, all insurance coverage in
                  the amounts and of the types required to be maintained by
                  Tenant and Tenant's contractors under the terms of the Lease.

            -     Evidence satisfactory to Landlord, that arrangements have been
                  made for removal of Tenant's contractor's refuse.

      d.    Subject to the terms of the Lease, Rules and Regulations contained
            herein and such other conditions as may be imposed by the



            Landlord from time to time, Tenant and its designers, engineers,
            suppliers, contractors and subcontractors shall be allowed
            reasonable access to and non-exclusive use of the Premises for the
            purpose of performance and inspection of Tenant's Work. The
            Landlord's contractor and its subcontractors shall cooperate with
            the Tenant and its contractors who require access to and use of the
            Premises in order to undertake any work that is required to be
            undertaken contemporaneously with or subsequent to completion of the
            Landlord's Work.

      e.    The Tenant's contractor and its subcontractors shall fully
            familiarize themselves with the actual site conditions of the area
            where work is to be performed prior to commencement of their work as
            such site conditions may from time to time vary from the conditions
            shown in the drawings and other information supplied Tenant by the
            Landlord. The Landlord shall not be responsible for any costs
            incurred by Tenant's contractor as a result of any such variances.

      f.    All work shall be of the highest quality, performed by persons
            trained and skilled in their respective trade and with materials
            which are new and the best of their respective kinds, and shall be
            performed in accordance with all applicable Laws, building codes and
            regulations.

      g.    On or about completion of Landlord's Work, tenant's designers shall
            perform a final inspection of the same and shall prepare a punch
            list. The Landlord's contractor shall use due diligence to complete
            all reasonable punch list items. In addition, prior to Tenant's
            move-in, the Tenant's contractor shall have provided the Landlord
            with a copy of all city and other governmental permits required to
            be obtained prior to occupancy of the Premises. Additionally,
            Landlord shall have a representative present at "move-in" of the
            Tenant to make note of any problems and provide any corrections
            feasible at the time.

8.2. Performance of the Work

      a.    The Tenant's contractor shall ensure that its employees and
            subcontractors protect the Premises against damage resulting from
            the performance of work and transportation of materials to the
            Premises. Transportation of all materials in or out of the Premises
            shall be by means of rubber wheeled dollies, carts or like vehicles,
            so as not to cut, mark or otherwise damage the floors of the
            building or the site paving.


               b. The Tenant's contractor shall provide whatever protection is
                  required (rigid insulation and masonite boards taped at the
                  seams) to adequately protect floor and wall surfaces in and
                  about Premises, the corridors, and elevators from damage and
                  marking. Where required, appropriate wall and floor
                  protection will be provided and installed prior to delivery of
                  materials or removal of trash.

               c. The Tenant's contractor shall keep all work areas, both within
                  and about the Premises clean and tidy at all times, removing
                  all rubbish and debris promptly as it occurs. No scrap piles
                  shall be left to accumulate. All rubbish or debris found
                  outside of areas designated for the same shall be removed and
                  disposed of at Tenant's cost. Upon completion of the work, the
                  Tenant's contractor shall promptly remove all rubbish, tools,
                  equipment, and surplus materials from and about the Premises
                  and shall leave such Premises clean and in good condition to
                  the satisfaction of the Landlord. Any cleaning of the
                  Premises, repairs of damage to the Premises, and removal of
                  tools, equipment and surplus materials not undertaken by the
                  Tenant's contractor upon completion of the work shall be
                  undertaken by the Landlord at the Tenant's expense.

               d. Floors shall not be loaded beyond their designed capacity.
                  Premises design live loads can be found in the base building
                  structural drawings.

               e. During the course of the work the Tenant's contractor shall be
                  responsible, to the extent necessitated by such work, for the
                  safety of the Premises, its occupants, and their workmen and
                  shall protect the same as required by good construction
                  practice and law.

      8.3 USE OF BUILDING SERVICES

The Tenant's Contractor shall make arrangements directly with the Landlord for
the work on the site particularly with respect to the following:

               a. Hours of work: 7:00 AM to 7:00 PM Monday through Friday,
                  Inclusive. If Tenant's contractor desires to work outside of
                  these hours, it shall notify Landlord at least 48 hours in
                  advance, and such additional work hours shall be subject to
                  Landlord's approval in Landlord's sole and absolute
                  discretion.



9. MAINTENANCE OF HARMONIOUS RELATIONS

The Tenant's contractor is hereby advised that any portion of the Project, or
other projects in proximity to the Project may be subject to, and governed by,
certain union or trade agreements. It is the policy of Landlord to promote and
maintain harmonious relationships in connection with the Project. The Tenant's
contractor and its subcontractors and sub-subcontractors shall follow this
policy; and shall utilize only qualified persons or organizations in the
performance of the work. A qualified person or organization is one: which is not
likely to promote labor unrest on the Project; which shall abide by all local,
state and federal labor and employment relation rules, regulations and laws;
whose financial stability is reasonably assured throughout the duration of the
contract; and whose commitments to other projects are not likely to interfere
with its ability to perform its portion of the work efficiently and cost
effectively. Landlord reserves the right to disapprove, or to require the
removal of, any person or organization who is being considered for, or has
received, an award to perform all or a portion of the work but has failed to
demonstrate the willingness or ability to follow this policy.

10. UNION AGREEMENTS

Regardless of the expiration of any collective bargaining agreement during the
term of this Lease which may affect Tenant's contractor in any of its activities
including, without limitation, with respect to the work or the Project, Tenant's
contractor is obligated to man the job and properly and timely perform the work
in a diligent manner. Upon notification of expected or actual labor disputes or
job disruption arising out of any such collective bargaining negotiations, the
expiration of any union or trade agreement or any other cause, Tenant's
contractor and its subcontractors and sub-subcontractors shall cooperate with
Landlord concerning any legal, practical or contractual actions to be taken by
Landlord in response thereto and shall perform any actions requested by Landlord
to eliminate, neutralize or mitigate the affects of such actions on the
progress of the work and the impact of such actions on the public access to
Landlord's facilities. It is Tenant's contractor's obligation, at Tenant's
contractor's own cost and expense, to take all steps available to prevent any
persons performing the work from engaging in any disruptive activities such as
strikes, picketing, slowdowns, job actions or work stoppages of any nature or
ceasing to work due to picketing or other such activities, which steps shall
include, without limitation, execution of an appropriate project agreement with
appropriate unions prohibiting all such activities on or about the Project.
Notwithstanding any such occurrences, Tenant's contractor shall not be relieved
of its obligation to man the job and properly and timely perform the work in a
diligent manner.



11.   CONSTRUCTION TEMPORARY UTILITIES, PARKING AND MARSHALING AREA

      11.1 Utilities

           a.  Landlord will provide points of connection of Tenant's
               contractor's temporary construction needs: power, water, sewer
               and phones within 100 feet of the Premises.

      11.2 Parking

           a.  Vehicle access will be generally at Gate L of West Street, or an
               alternate location depending on the time of construction.

           b.  General management may park adjacent to their building pad or
               lease build out space if other construction activities permit.
               This shall be at the sole discretion of the Landlord and shall be
               by permit only.

           c.  Trade contractor parking will be off site and is the sole
               responsibility and cost of that contractor. Tenant's contractor
               shall bus workmen from the remote site to the construction site
               at its own expense.

           d.  No parking for workers shall be allowed on public streets within
               the area extending one mile in all directions from the boundaries
               of the Project (Ball Rd., Walnut St, Katella Ave., Harbor Blvd.).

      11.3 Marshaling Area

           a.  Deliveries shall come to the Marshaling Yard located near the
               intersection of Katella at Clementine.

           b.  All deliveries to the job site must be scheduled in writing a
               minimum of 48 hours in advance to Landlord.

           c.  Tenant's contractor shall be responsible for coordination of the
               receipt of goods at this site. Deliveries will then be disbursed
               to the site. Landlord will staff the yard only for organizing the
               space and disbursement, NOT for receiving, counting, or
               authorizing purchase of deliveries.

           d.  Deliveries shall be disbursed on an as received basis.

           e.  Tenant's Contractor shall coordinate deliveries with the Landlord
               and comply with all of the rules for deliveries.



                                   EXHIBIT "B"

                                     PART 3

                                 DESIGN CRITERIA


                                 DOWNTOWN DISNEY
                          Architectural Design Criteria
                                   Pad Tenants

INDEX

I.    INTRODUCTION

                                                                          PAGE 1

      General Overview/Project Description
      Project Directory: Tenant Coordination Staff
      Downtown Disney Building Types
      Building Code and Construction Information

II.   ARCHITECTURAL

                                                                          PAGE 4

      Downtown Disney at the Disneyland Philosophy
      Architectural Design Criteria
            Retail Storefronts and Display
            Retail Storefront Entrances and Display Zone
            Merchandise Zone
            Exterior Merchandising Zones
            Non-Sales Work Zone
            Retail Fixtures, Furnishings and Equipment
            Second Floor/Mezzanine Level
                  Queue Zones
                  Storage and Equipment
            Closure and Security

III.  RESTAURANTS

                                                                          PAGE 7

      Exterior Dining Zones
      Exterior Dining Furniture
      Exterior Mezzanine Dining
      Queue Zones
      Conditioned Trash and Service Areas



IV.   INTERIOR LIGHTING AND FINISHES                                      PAGE 9
            Display and Activity Zone Lighting
            Emergency Lighting
            Exterior Lighting Levels

V.    SIGNAGE AND ENVIRONMENTAL GRAPHICS:                                PAGE 11

VI.   MECHANICAL, ELECTRICAL, PLUMBING AND FIRE PROTECTION:              PAGE 12

      MECHANICAL CRITERIA
            General
            Design Conditions
            Tenant Responsibility
            Sheet metal and Equipment Construction Specifications

      ELECTRICAL CRITERIA
            General
            Landlord Responsibility
            Tenant Responsibility

      PLUMBING CRITERIA
            General
            Design Conditions
            Tenant Responsibility
            Plumbing Specifications

      FIRE PROTECTION CRITERIA
            Design Conditions
            Tenant Responsibility
            Sprinkler Specifications



VII.  CONSTRUCTION                                                       PAGE 21

         General
         Temporary Lighting and Power
         Temporary Water/Storm Water
         Temporary Sanitary Facilities for Construction Personnel
         Temporary Fire Protection System
         Temporary Roads
         Temporary Fencing/Barricades
         Office Trailers and Guard Booths
         General Items
         Commencement of Construction
         Temporary Facilities
         Security
         Staging
         Parking
         Pre-Opening/Certificate of Acceptance
         Certificate of Acceptance
         Landlords Right to Correct Deficiencies in Tenant's
         Construction

VIII. LANDLORD/TENANT RESPONSIBILITIES MATRICES                          PAGE 29

IX.   GLOSSARY OF TERMS                                                  PAGE 34



                                   SECTION I
                                  INTRODUCTION


                         [DOWNTOWN DISNEY VICINITY MAP]

D&C STANDARDS PAD TENANTS

I.    INTRODUCTION

GENERAL OVERVIEW/PROJECT DESCRIPTION

The following documents comprise the tenant package:

      [ ]   Part I: Tenant Design Criteria (this Document)

      [ ]   Part II: Specific Tenant Information (L.O.D./Concept Information)

      [ ]   Part III: DLR/Resort Construction Policies

Each tenant and its architect is required by the lease agreement to comply with
the intent, scope, and requirements of these documents. The Architectural Design
Criteria is intended to encourage design of the tenant space which is both
individualized and sensitive to Downtown Disney at the Disneyland Resort as a
whole. Tenants should familiarize themselves with the Criteria before the Design
Conference, at which time the tenant's questions will be discussed.

The diagrams, details and plans contained in this document are not intended for
construction. They are included here for illustrative purposes and to aid in
tenant compliance with the Architectural Design Criteria. The landlord's actual
configuration and design within the project as constructed, however, may vary in
certain aspects from such drawings. In case of deviations between the drawings
and criteria, and the landlord's Lease Outline Drawings, the latter shall be
considered more accurate. However, the landlord does not guarantee the accuracy
of the Lease Outline Drawings and all tenants are required to verify all field
conditions.

The purpose of the Tenant Design Criteria is to facilitate the creation of a
streetscape of storefronts and feature buildings which contain common elements
that lend a sense of order and cohesion to the overall environment. This
document is intended to delineate design parameters which permit individual
tenant expression within the architectural framework of Downtown Disney. This
document may be amended at any time by the landlord as the project progresses.
Any amendments will be forwarded to the tenant by the Development Manager.

                                     - 1 -


                         [DOWNTOWN DISNEY MASTER PLAN]

PROJECT DIRECTORY: TENANT COORDINATION STAFF

The Development Manager will provide coordination among the landlord, the
tenant, the tenant's architect, the Executive Architect and other
representatives.

1.    Development Managers:
      Dev Hawley - Pad Tenants
      Walt Disney Imagineering
      1401 Flower Street
      Glendale, California 91201

2.    Architect:
      Clay Benjamin Smook, AIA
      Elkus/Manfredi Architects Ltd.
      530 Atlantic Avenue
      Boston, Massachusetts 02210
      (617) 426-1300-phone
      (617) 426-7502-fax

DOWNTOWN DISNEY BUILDING TYPES

The Downtown Disney Project consists of a variety of building types and
classifications. The following is a list of types:

[ ]   Pad Tenants -- These are buildings constructed on pad sites by a third
      party tenant. Utilities will be brought to the pad only. Specific design
      criteria and standards for these tenants is included in this manual, and
      Part II: Specific Tenant Information.

[ ]     Space Tenants -- These are tenants that will occupy space within an
        existing building or building constructed by the landlord. Services will
        be stubbed out to the tenant space. Specific design criteria and
        standards for these tenants are outlined in this manual, Part II.

BUILDING CODE AND CONSTRUCTION INFORMATION

The following is provided as a general guide only and does not release the
tenant from complying with all applicable codes and regulations as interpreted
by the governing authorities. Answers to specific questions

                                     - 2 -


dealing with the following should be directed to the authority having
jurisdiction. Neither the Development Managers nor the Executive Architect will
review or interpret code-related questions affecting the design of individual
Pad or Space Tenant spaces.

The tenant shall adhere to all applicable codes and ordinances including but not
necessarily limited to:

[ ]   Disneyland Resort Specific Plan adopted June 29, 1993 and as amended
      through October 22, 1996, Mitigation Monitoring Plan & Conditions of
      Approval

[ ]   All requirements of the City of Anaheim, County of Orange and the State of
      California

[ ]   The Americans with Disabilities Act

[ ]   California Title 24 - Restaurant tenants shall conform to all applicable
      Orange County code requirements.

[ ]   SCAQMD Requirements

                                      - 3 -


                                   SECTION II
                                  ARCHITECTURAL


II.   ARCHITECTURAL

DOWNTOWN DISNEY AT THE DISNEYLAND RESORT PHILOSOPHY

Downtown Disney will be the hub of the Disneyland Resort in a setting of lush
landscape, memorable architecture and electric night time ambiance. It will
provide a retail, dining and entertainment experience that complements the
intense pace of the theme parks and creates an amenity to the resort hotels.
Guests will enjoy Downtown Disney at their own pace, whether they are seeking a
destination experience in the evenings or shoulder days of their visit, or an
impulse visit on their way to the theme parks and hotels. Some guests will go to
relax in the romantic Tivoli-like gardens and shop within a unique retail
setting. Others will go to experience the excitement of cutting edge music and
entertainment coupled with enticing cuisines from the restaurants and
nightclubs.

On opening day, The Disneyland Resort will offer guests a total of 2,300 rooms
within three resort hotels. The Disneyland Hotel, The Disneyland Pacific Hotel
and the new Disney's Grand Californian Hotel. The Grand Californian Hotel is a
750 room "California Craftsman" style hotel that is located adjacent to Disney's
California Adventure and Downtown Disney. Guests choosing to stay at the Grand
Californian Hotel will be enthusiastic about using Downtown Disney as a
home-base resort amenity during their stay. All three hotels are just a short
walk away from the theme parks and offer guests a variety of amenities including
swimming pools, banquet and convention rooms, and a wedding chapel. Some hotel
dining and retail is located within the Downtown Disney development.

Theme park guests who are staying in nearby hotels visiting both Disneyland and
Disney's California Adventure, will enjoy Downtown Disney as a respite from the
theme parks during the day and as an exciting entertainment district at night.
They will be drawn to the great diversity of entertainment venues, restaurants
and shops.

Residents of Orange County will use Downtown Disney as a frequent destination
for a "special night out." Locals will elect to visit because of the diversity
and quality of the experience, the unique attraction of

                                      - 4 -


II. ARCHITECTURAL

DOWNTOWN DISNEY AT THE DISNEYLAND RESORT PHILOSOPHY

Downtown Disney will be the hub of the Disneyland Resort in a selling of lush
landscape, memorable architecture and electric night time ambiance. It will
provide a retail, dining and entertainment experience that complements the
intense pace of the theme parks and creates an amenity to the resort hotels.
Guests will enjoy Downtown Disney at their own pace, whether they are seeking a
destination experience in the evenings or shoulder days of their visit, or an
impulse visit on their way to the theme parks and hotels. Some guests will go to
relax in the romantic Tivoli-like gardens and shop within a unique retail
[ILLEGIBLE]. Others will go to experience the excitement of cutting edge music
and entertainment coupled with [ILLEGIBLE] cuisines from the restaurants and
nightclubs.

On opening day, The Disneyland Resort will offer guests a total of 2,300 rooms
within three resort hotels. The Disneyland Hotel, The Disneyland Pacific Hotel
and the new Disney's Grand Californian Hotel. The Grand Californian Hotel is a
750 room "California Craftsman" style hotel that is located adjacent to Disney's
California Adventure and Downtown Disney. Guests choosing to stay at the Grand
Californian Hotel will be enthusiastic about using Downtown Disney as a
[ILLEGIBLE]-base resort amenity during their stay. All three hotels are just a
short walk away from the theme parks and offer guests a variety of amenities
including swimming pools, banquet and convention rooms, and a wedding chapel.
Some hotel dining and retail is located within the Downtown Disney development.

Theme park guests who are staying in nearby hotels visiting both Disneyland and
Disney's California Adventure, will enjoy Downtown Disney as a respite from the
theme parks during the day and as an exciting entertainment district at night.
They will be drawn to the great diversity of entertainment venues, restaurants
and shops.

Residents of Orange County will use Downtown Disney as a frequent destination
for a "special night out." Locals will elect to visit because of the diversity
and quality of the experience, the unique attraction of

                                     - 4 -



                                   [PICTURE]

Disney Quest, the extraordinary state-of-the-art cinema complex and the
array of dining possibilities all set in a safe and eclectic environment.

The conventioneers at both the Disneyland Hotel Meeting Center and the
newly expanded Anaheim Convention Center will be within walking distance of
Downtown Disney for a quick break or a relaxing evening after a busy day at the
convention.

ARCHITECTURAL DESIGN CRITERIA

The following represents the Architectural Design Criteria for Downtown Disney
at the Disneyland Resort:

RETAIL STOREFRONT ENTRANCES AND DISPLAY ZONE

Tenant paving beyond the lease line is encouraged in a sense to create a welcome
mat for the customer. However, all designs will be reviewed on a case-by-case
basis. Approval of any design will be installed by the landlord's General
Contractor at the tenant's expense.

QUEUE ZONES

Queuing Zones are delineated for the tenant on the Lease Outline Drawings
delivered to the tenant in Part II. No deviation from the areas indicated will
be acceptable without prior approval of the landlord. All stanchions are the
tenant's responsibility and shall be removable (not portable); unique designs
are encouraged. All stanchions require landlord's approval and must meet all
applicable codes.

STORAGE AND EQUIPMENT

Tenant storage must be located out of public view. Storage above a ceiling is
prohibited. Storage of supplies and trash and other equipment, should be handled
in a neat, attractive, and unobtrusive manner which does not detract from
merchandise displays, obstruct views, or interfere with natural ventilation.
(See specific trash storage, removal and screening requirements in this manual).

Temporary storage and temporary trash accumulation in public areas or in any
place visible by the public is prohibited. Open storage of garbage

                                     - 5 -


or trash is prohibited. Trash carts and bins must be covered, and must be
emptied before they reach capacity. Specific locations, operations and storage
of materials and trash shall be reviewed with tenants on an individual basis by
the Operators Representative and the Development Manager. Service area
requirements and diagrams are included in the L.O.D. packages issued at
or prior to the Design Conference.

CLOSURE AND SECURITY

Tenants are responsible for the security of their individual leased premises,
and of the merchandise therein. All locations and types of security systems
shall be approved by landlord and shall interface with those installed by the
landlord. Consult the landlord's architect for specific information on Downtown
Disney closure and security. Roll down grills, shutters and gate security
systems are prohibited. Landlord-provided security items may not be altered in
any way. Visible camera systems are prohibited.

                                     - 6 -


SECTION III
RESTAURANTS


III. RESTAURANTS

EXTERIOR DINING ZONES

Exterior dining is encouraged in the outdoor spaces, provided landlord approval
is received and the area is maintained by the tenant. Exterior Dining Zones
shall be as delineated on the Lease Outline Drawing. No deviation from the areas
indicated will be acceptable without prior approval of the landlord. The tenant
is responsible to ensure conformance with all applicable codes. The number of
exterior dining seats shall be as defined by the lease agreement and may not be
altered without prior approval by the landlord. All exterior seating areas shall
be delineated with a railing, planters or decorative fences that are in
conformance with local building codes and approved by the landlord during the
design process outlined in this document. Any change in ground plane materials
must receive approval from the landlord. Umbrellas and trellis elements over
table areas are encouraged and require approval from the landlord during the
design process.

EXTERIOR DINING FURNITURE

Furniture must be durable. Unique and creative furniture is encouraged. All
furniture must meet all applicable codes.

EXTERIOR MEZZANINE DINING

The location, area and number of mezzanine dining seats shall be defined by the
lease agreement and may not be altered without prior approval by the landlord.
Umbrellas over table areas are encouraged and require approval from the landlord
during the design process.

QUEUE ZONES

Queuing Zones are delineated for the tenant on the Lease Outline Drawings. No
deviation from the areas indicated will be acceptable without prior approval of
the landlord. All stanchions are the tenants responsibility and shall be
removable (not portable). Unique designs are encouraged.

                                      -7-


CONDITIONED TRASH AND SERVICE AREAS

All restaurant Pad Tenants will be required to provide adequate conditioned
trash and holding areas. See the L.O.D. for locations.

                                      -8-


SECTION IV
INTERIOR LIGHTING
AND FINISHES


IV. INTERIOR LIGHTING AND FINISHES

Tenants shall retain the services of a qualified professional lighting
consultant with the expectation of creating dramatic and gratifying illumination
of the tenant space.

In order to achieve the ideal lighting effect, mood, intensity and practicality,
the following light sources are suggested as a guideline for developing a
lighting plan: halogen, incandescent, and metal halide. All light sources shall
be warm tone unless there is a clearly defined color concept with a decorative
multi-color effect. All such light concepts must be approved by the Landlord.

All retail store illumination must be glare-free. All halogen, incandescent or
metal halide down lights should be shielded to minimize glare and adjustable to
aim away from external view. Minimal fluorescent lamps should be used either for
general or ambient lighting and should be shielded and concealed. All reflectors
should be parabolic grid. Suggested light sources are indirect cove lighting,
wall sconces, table and floor lamps, illuminated merchandise and or up-lights.
Ceiling lights should not be the only source of merchandise lighting.

Locate task and accent lamps in places where they can easily focus on their
intended target without creating glare or hot spots.

DISPLAY AND ACTIVITY ZONE LIGHTING

Tenants must provide a high level of illumination (30 fc minimum = 100 fc
maximum) in storefronts and store entrances during operating hours. Tenants must
provide an ambient level of illumination in storefronts and store entrances at
all times. All lighting in the Display Zone is to remain on after business
hours. Tenant's Display and Activity lighting circuit must be hard-wired to a
landlord controlled time clock located in a common area space. Refer to
"Mechanical and Electrical Design Criteria" for specific electrical
requirements.

                                      -9-


EMERGENCY LIGHTING

All emergency lighting required by code shall be the responsibility of the
Tenant and shall be tied into the Disneyland Resort System. All emergency
lighting shall be shielded. All light fixtures shall be submitted to the
Landlord for review. All exterior light fixtures must be selected to be
consistent with the architectural character of the exterior elevations, and
shall not produce glare to adjacent public areas or tenants. No floodlights will
be permitted.

EXTERIOR LIGHTING LEVELS

Any exterior lighting will be required to be tied into common area
communications closets controlled by the landlord. The tenant shall submit plans
with control sequences identified to clearly define lights required for
emergency egress paths, security lighting, general circulation, and decorative
lighting.

Maintenance of any tenant lighting that is to be located outside of the limits
of the space leased by the tenant -- but approved for installation by the
landlord -- will be the responsibility of the tenant. Installation of this work
must be coordinated with the tenant and the Executive Architect.

                                      -10-


SECTION V
SIGNAGE AND
ENVIRONMENTAL GRAPHICS


V. SIGNAGE AND ENVIRONMENTAL GRAPHICS

All signage and environmental graphics and iconographic elements for Pad Tenants
will be reviewed on an individual basis. Each Pad Tenant is encouraged to
provide major signage and iconographic elements which dramatically express the
character of the venue and contribute to the character of Downtown Disney as an
entertainment destination. Signage should be brightly illuminated at night. The
use of neon is encouraged. Awnings and blade signage similar to those described
in the section for Space Tenant are encouraged, however they are not required.
Each Pad Tenant shall review Part II documents provided by the landlord. This
document includes conceptual elevations/renderings of their building prepared by
the Executive Architect for Downtown Disney and suggests signage, graphic and
iconographic elements that are deemed important to the landlord from both an
urban design and architectural perspective. Innovative and creative design
solutions are strongly encouraged. Individual expression of the tenant's venue
specific to Downtown Disney at The Disneyland Resort is encouraged. Exact
replication of buildings and designs used elsewhere in the United States and
abroad are not encouraged. The landlord shall have exclusive rights to reject
any proposal.

The tenant is responsible for complying with all applicable codes and
regulations as interpreted by the governing authorities. This includes, but is
not necessarily limited to, the Specific Plan which has significant limitations
on signage facing public streets and adjacent residential properties. Copies of
the Specific Plan are available from the Development Manager.

                                      -11-


SECTION VI
MECHANICAL, ELECTRICAL,
PLUMBING AND FIRE PROTECTION


VI. MEP AND FIRE PROTECTION:

MECHANICAL CRITERIA:

GENERAL

The tenants for buildings on the west side of West Street are responsible for
providing all HVAC equipment and systems and access for a complete stand alone
installation. For Building B on the Eastside of West Street the landlord has
provided chilled water and hot water valved and capped connections in the lower
level for the tenants use. The tenant should refer to the Lease Outline Diagram
for the size, capacity and location of these HVAC services. All HVAC systems
must be designed and installed in conformance with Disney Standards provided by
the landlord. The landlord will install all meters at the tenants expense.

The tenants HVAC design engineer preparing the Contract Documents must be a
licensed Professional Engineer in the State of California. The tenant's engineer
is responsible for designing all systems to comply with all Title 24
requirements and must submit all appropriate documentation as required.

DESIGN CONDITIONS

The systems provided by the tenant are to be sized to maintain inside conditions
of 75(degrees) F dry bulb in the summer and 72(degrees) F in the winter.
Calculations are based on outside air conditions of 92(degrees)FDB,
71(degrees)FWB in summer and 37(degrees)F in winter.

The following allowances have been made in allocating the cooling and heating
capacities of the landlord provided chilled and hot water services:

- -     Occupants: 1 person/50 sf.; 250 Btuh sensible 200 Btuh
      latent

- -     Lighting & Equipment: 6.0 watts/sf.

- -     Outside air: minimum of 20 cfm/person

                                      -12-


- -     Heating: 20 Btuh/sf.

- -     Chilled water temperature: 42(degrees)F supply; 54(degrees)F return

- -     Heating water temperature: 180(degrees) supply; 160(degrees) return

- -     In general - Retail spaces: 300 sf./ton maximum
                   Restaurant spaces: 200 sf./ton maximum

If these capacities are inadequate to meet the specific tenant needs, the tenant
is to notify the landlord's engineer for review prior to proceeding with design.

TENANT RESPONSIBILITY

If the tenant requires heating, cooling or ventilation systems beyond the scope
of the services provided they are to submit equipment type, use, size and
intended locations to the landlord for review and approval. This is especially
true for anything requiring penetration of the exterior walls or roof. Each
tenant is required to submit standard design submittal forms and final design
comments for approval by the landlords representative.

All tenants mechanical equipment must be screened from public view and painted
to match roof, minimizing their appearance to Hotel guests. Acoustic information
must be provided to the landlord to assure minimal noise intrusion.

Tenants with commercial kitchens are required to meet the following standards:

- -     Grease hoods are to be ducted to an upblast fan with 10 gauge welded
      stainless steel exhaust duct sloped as per code to the hood and insulated
      with calcium silicate or mineral wool. Provide removable clean out access
      panels at each change of direction and every 10 ft. for cleaning and
      maintenance. A stainless steel pipe and nozzle system inside the grease
      ducts for frequent wash down is a requirement of Disney with details of
      construction available.

                                      -13-


- -     Dishwasher exhaust is to be aluminum or stainless steel and sloped back at
      1/4"/ft. to the dishwasher connection.

- -     Any exhaust vent over a charbroiler or an open wood burning appliance must
      be ducted to an electrostatic precipitator before discharging to the
      atmosphere.

- -     Make-up air equal to 80% of the exhaust air quantity is to be ducted to
      the hoods where possible in standard sheet metal with 1-1/2" fiberglass
      duct wrap. The make-up air fan is to be interlocked with the grease
      exhaust fan to operate simultaneously.

- -     Tenant will be responsible to obtain AQMD approvals

SHEETMETAL & EQUIPMENT CONSTRUCTION SPECIFICATIONS

All ductwork is to be galvanized sheet metal except as noted above in accordance
with the latest ASHRAE and SMACNA standards. All rectangular supply and return
air ductwork is to be lined for thermal and acoustical reasons. All exposed
ductwork is to be spiral not snap-lock.

Provide manual volume dampers or other balancing devices at each air outlet
and submit a final test and balance report to the landlord for review.

The tenant is required to submit all proposed equipment shop drawings to the
landlord for approval prior to purchasing the equipment. Pipe all condensate
drains with a trap to an approved drain outlet.

ELECTRICAL CRITERIA:

GENERAL

All electrical systems shall be designed and installed in accordance with 1995
California Edition of the National Electrical Code, Title 24 and the City of
Anaheim.

                                      -14-


LANDLORD RESPONSIBILITY

The landlord has provided empty conduit from the main electrical room to the
tenants' pad. The tenant's electrical contractor shall install the feeder
conductors back to the distribution center provided by the landlord. If
necessary, the feeder circuit breaker shall be changed, at the tenant's expense
to suit tenant's needs. The landlord shall provide and install at the tenants
expense an energy demand meter in the landlord's main distribution center.

Typical Pad tenants (non-food-related tenants) will be allowed a connected load
of 20 watts per square foot maximum unless otherwise approved by the landlord.
Typical restaurant tenants will be allowed a connected load of 30 watts per
square foot maximum unless otherwise approved by the landlord. If the maximum
allowable load is surpassed, the tenant, depending on the availability of
increased service, shall be responsible for all cost associated with the
upgrade. The tenant must forward all electrical information to the landlord's
representative (including type of lighting, wattages, all motor horsepower,
etc.) In order to allow the tenant coordinator to check the actual connected
load and forward the same to the electrical engineer.

TENANT RESPONSIBILITY

All electrical work beyond the tenant's empty service entrance conduit,
including, but not limited to, the transformer, switches, panels, etc., shall be
at the sole cost and responsibility of the tenant and shall be rated for
available fault current.

Each tenant shall have one main device only. Tenants requiring an increase in
service greater than existing shall consult with the landlords architect for
available fault current and service provisions. All new loads and capacities to
be reviewed by Disneyland Resort Energy/Utilities Department. The tenant shall
be responsible for installation.

All storefront and interior reflected ceiling plans and specifications shall
indicate all illuminating devices when submitted to the landlord's
representative for approval. Copies of catalog cuts of fixtures shall be
submitted to expedite approvals and keyed to the lighting reflected ceiling
plans.

                                      -15-


All showcases and display cases must be adequately lit and ventilated. Direct
visual exposure of incandescent lamps and/or fluorescent tubes is not allowed.

To retain and protect the visual environment of the area for the benefits of all
tenants, each individual tenant shall control the brightness of the tenant's
lighting fixtures which shall be subject to the approval of the landlord's
representative. Use of PVC conduits shall not be allowed. All exposed low
voltage cable must be Teflon-coated or coated with a similar material acceptable
for use in return air plenums in compliance with the local and state codes. The
transformer will not be permitted to be mounted above the ceiling.

All distribution equipment, panelboards, disconnects, transformers, etc. shall
be labeled per the landlord's requirements.

PLUMBING CRITERIA:

GENERAL

The tenant's plumbing contractors will not be allowed to prepare working
drawings unless they are licensed professional engineers in the State of
California.

DESIGN CONDITIONS

Domestic cold and hot water pipe sizing shall be based on Hunter's fixture unit
method as described in American Society of Plumbing Engineers (ASPE) Handbook.

Sanitary waste and vent pipe sizing shall be based on the Uniform Plumbing Code.

Natural gas pipe sizing shall be based on 100 percent connected load and a
maximum of .5" water column pressure loss for the piping runs within the tenant
space. Proper allowance shall be included for length of pipe and fitting loss.

                                      -16-


TENANT RESPONSIBILITY

The Tenant is responsible for the design, furnishing, and installation of
complete plumbing systems, as required, to suit the tenant's requirements.

The Tenant's contractor shall furnish and install all piping, fitting, valves,
and associated components to accommodate the tenant's plumbing design as
follows:

- -     Domestic cold water

- -     Domestic cold water meter

- -     Domestic hot water

- -     Domestic water heater (electric or hydronic)

- -     Sanitary waste and vent

- -     Natural gas

- -     Plumbing specialties such as floor drains, trap primers and hose bibs

- -     Piping insulation

- -     Plumbing fixtures

- -     Plumbing equipment

PLUMBING SPECIFICATIONS

The tenant shall provide plumbing fixtures as indicated on architectural and
plumbing drawings. Each fixture, outlet, and piece of equipment shall be
separately trapped, using type and size of trap required by the plumbing code.
All traps shall have clean-outs. All wall-mounted devices shall have chair
carriers which shall be securely bolted to the floor slabs in accordance with
the manufacturer's recommendations. Plumbing fixtures shall be Kohler, Elijer,
Sloan or American Standard. Final decision as to type of fixture submitted being
equal to that specified shall rest with the tenant's architect. Faucets and
fittings shall be Chicago, T & S Brass, Royal Brass, or an approved equal. Flush

                                      -17-


valves shall be Sloan Royal.

Clean-outs shall be provided in all sanitary and storm drain piping at changes
in direction, at the base of stacks, and as required by the local authorities.
Clean-outs shall be located within 50 feet of each other for piping 4" diameter
and smaller, and not more than 100 feet apart for larger piping sizes.
Clean-outs shall be of the same size as the piping installed up to 4" diameter.
For larger piping sizes, a clean-out of a minimum of 4" diameter shall be
provided.

Provide water hammer arresters for fixtures with automatic flush valves,
pressure-assisted flush tanks, and quick-closing valves; also provide at all
quick-closing lavatory valves, such as some metering types.

All equipment and fixtures requiring connections to the sanitary system shall be
provided with individual traps with integral clean-outs.

Furnish access panels and doors for installation in walls and ceilings at
locations indicated on drawings and as required to permit access for adjustment,
removal, or replacement and servicing of all valves and equipment.

Firesafing and smoke seal is required where all piping conduits leave or enter
all vertical shafts, at all floors, and through all walls above or below all
Class-A acoustical tile ceilings, and all spaces without any type of finished
ceiling.

All Pad Tenants are required to make provisions for containment of rain water on
their roofs (10-year storm capacity).

FIRE PROTECTION CRITERIA:

DESIGN CONDITIONS

The tenant shall obtain hydrant flow test information, satisfactorily to NAPA
and the Factory Mutual Insurance underwriter's requirements, and in conformance
with the timing and requirements of the landlord.

                                      -18-


The systems shall be hydraulically designed and supported by hydraulic
calculations. Sprinkler working drawings and complete hydraulic calculations
shall be provided for approval showing the proposed layout of piping based on
hydraulic calculations.

A 10 psig cushion shall be hydraulically designed into each system.

All sprinkler heads should be either 165(degrees) F-rated or 212(degrees)
F-rated as noted, with an orifice diameter of 1/2". Sprinkler spacing shall not
exceed a maximum spacing of 130 SF per head.

The systems shall be designed in complete accordance with and defined NFPA and
as required by Factory Mutual underwriter the City of Anaheim Fire Department
and Disneyland Resort Fire Department. Systems shall be designed to provide for
the minimum required water densities over the most hydraulically demanding
rectangular area.

TENANT RESPONSIBILITY

The tenant is responsible for the design and installation of a complete
automatic wet sprinkler system as required to suit the tenant's particular
ceiling and space layout.

The contractor shall furnish and install all piping, fittings, valves, sprinkler
heads, and associated components to accommodate the tenant's sprinkler design.
The tenant is responsible for all costs associated with: City inspection of
systems during installation, Factory Mutual review as well as Factory Mutual
review and approval.

The tenant will install a fire sprinkler system shall be designed to meet
Ordinary Hazard Group 1 occupancy at .15 GPM/SF over the hydraulically remote
2500 SF area (or the entire area if less than 2600 SF).

All sprinkler systems shall be installed in conformance with the City of Anaheim
Fire Department, Factory Mutual and NFPA 13.

                                      -19-


The tenant's sprinkler contractors shall not be allowed to prepare working
drawings unless they are licensed Professional Engineers in the State of
California.

SPRINKLER SPECIFICATIONS

All materials shall be as required by NFPA and FM approved. Seismic protection
of all sprinkler piping shall comply with the requirements of NFPA 13 1997,
edition and Factory Mutual data sheet 2-8 dated 8/96.

                                      -20-


SECTION VII
CONSTRUCTION


VII. CONSTRUCTION

A contractor's manual will be issued to the tenant contractor prior to bidding
by the Development Manager or Construction Manager outlining the construction
rule and regulations and all relevant information. The landlord shall approve
the tenants bid documents for compliance with best practices.

GENERAL

Duties of Tenant's Contractor shall include but not necessarily be limited to
the following:

1.    Filing of all permits with local utilities.

2.    Payment of all fees as well as all inspection and supervision costs as may
      be levied by local jurisdictional utilities agencies.

3.    Maintenance of all temporary work and facilities.

4.    All barriers, fences and gates, signs, and all other personnel warning and
      safety measures and devices of every king required by code, OSHA safety
      orders and all applicable regulations.

5.    Disconnecting and removing of all temporary work not part of permanent
      construction.

6.    Payment of all usage and energy charges for temporary utilities for
      construction purposes - consult Construction Manager for specifics.

7.    Provide and maintain proper identification (i.e. flagging) and protection
      of all utility locations, whether permanent or temporary, installed under
      the contract. Such identification shall be maintained for the duration of
      the contract and shall be sufficient to thoroughly alert others as to the
      presence and exact locations of any underground utilities installed by
      this contractor.

8.    Design services required to provide temporary protection, facilities and
      controls as specified.

                                      -21-



9.    Furnishing of all services customarily within a General Contractors
      "General Conditions" portion of his contract.

10.   Compliance with the Disneyland Resort Mitigation Plan (obtain a copy from
      the Development Manager.)

TEMPORARY LIGHTING AND POWER

1.    The tenant shall engage appropriate local electric utility company to
      install temporary service. Connection to or extension from owner's
      existing power service is not permitted. Where utility company provides
      only part of the service, provide remainder with matching, compatible
      materials and equipment. Comply with utility company recommendations.

2.    Wiring for temporary lighting and power shall be provided as required by
      the tenant. Install in accord with applicable codes. Consult the
      landlord's Construction Manager.

3.    Provide and maintain all temporary lighting and power equipment as
      required until permanent lighting and power equipment is installed and
      activated. Switch-over from temporary to permanent supply when the
      permanent supply is ready.

4.    Provide temporary site lighting and power systems.

      a.    Temporary site lighting system shall be operational from dusk until
            dawn, and shall be controlled by the landlord.

5.    Provide connections for all construction equipment requiring power.

6.    Provide and maintain temporary feeders to permanent mechanical equipment
      requiring power or testing until permanent feeders are connected and
      energized.

7.    After permanent power has been switched-over, remove those portions of
      temporary light and power installations which are the responsibility of
      contractor.

                                      -22-



TEMPORARY WATER/STORM WATER

1.    Provide temporary water metered for construction purposes. Engage
      appropriate local water utility company to install temporary service.
      Connection to or extension from owner's existing water service is not
      permitted. Where utility company provides only part of the service,
      provide remainder with matching, compatible materials and equipment.
      Comply with utility company recommendations.

2.    Provide a suitable drainage system, subject to approval of owner and
      compliance with applicable laws and regulations to carry construction
      waste water from work area to an approved waste location in accordance
      with the approved Master Drainage and Runoff Management Plan (MDRMP).

3.    Maintain the entire temporary water and drainage system to keep it in
      good working order. It is essential that water for fire protection
      purposes be available at all times. When required, relocate temporary
      water system so as not to interfere with permanent construction.

4.    Prior to activation of the temporary water system, provide an alternate
      means of supplying temporary water and fire protection, subject to
      approval of owner.

5.    At completion of the work, or as directed by owner, remove all temporary
      water and drainage systems.

6.    Furnish an approved Storm Water Pollution Prevention Plan (SWIP).

TEMPORARY SANITARY FACILITIES FOR CONSTRUCTION PERSONNEL

1.    Coordinate the required portable chemical toilets with the landlord's
      Construction Manager.

                                     - 23 -


2.    Provide quantity, location and maintenance of temporary toilets as
      required by authorities having jurisdiction, including but not limited to
      OSHA.

TEMPORARY FIRE PROTECTION SYSTEM

Provide temporary fire protection systems for the project in accord with
Disneyland Fire Prevention Regulations (available from the landlord's
Construction Manager) and all other applicable regulations.

TEMPORARY ROADS

Provide any other temporary roads (if applicable) and/or stabilized areas
required for execution of the work and approved by landlord. Maintenance of same
shall be for the duration of the contract. Remove same at the completion of
contractor's work unless otherwise directed by landlord.

TEMPORARY FENCING/BARRICADES

1.    Provide temporary chain-link construction fence and vision screening
      material. Areas not adjacent to guest access area, approved by Landlord

2.    Provide temporary wood construction fence/barricades design as approved by
      the landlord to shield the guests from construction noise, dust and other
      impacts. The tenant is responsible for providing themed graphics on all
      construction fencing and barricades designated by the landlord when
      visible to the guest: final design shall require the approval of the
      landlord.

3.    Maintain all temporary and permanent fencing installed under this contract
      in condition satisfactory to owner. Immediately replace damaged portions
      of fence and loose or damaged visual screening, whether or not
      specifically directed by owner to do so.

                                     - 24 -


OFFICE TRAILERS AND GUARD BOOTHS

1.    Consult landlord's Construction Manager for details.

GENERAL ITEMS

1.    Contractor is responsible for legal and safe transportation of workers to
      and from the designated vehicle parking areas and the work areas.

COMMENCEMENT OF CONSTRUCTION

Refer to Milestone Schedule for specific dates regarding the commencement of
construction. Prior to construction, the necessary building permits must be
received from the local governing authorities and all pre-construction
requirements. In addition, all food service tenants must have approved plans
from the City of Anaheim Health Department.

The following must be on file with the Development Manager.

1.    Copy of approved building permit

2.    Copy of application for Certificate of Occupancy

3.    Names, addresses, and phone numbers of all contractors and suppliers

4.    Construction schedule

5.    Itemized estimate of construction costs, including architectural and
      engineering fees

6.    Original copy of insurance certificates as required by the Lease

7.    Written approval of plans by landlord

8.    Approved plans from the Health Department (if applicable).

TEMPORARY FACILITIES

Utility costs or charges for any service to the premises shall be the
responsibility of the tenant from the date tenant is obligated to commence
tenant's work.

                                      -25-



SECURITY

Tenant Contractor is responsible for furnishing security for the individual
tenant space. Coordinate with the landlord's security department and the
landlord's Construction Manager.

STAGING

Staging of material shall be allowed only in areas designated by the landlord
for such activities. Consult the landlord's Construction Manager.

PARKING

On-site parking is limited and will be allowed only in areas designated by the
landlord for such activities. Consult the landlord's Construction Manager for
locations, permits and clearance. Off-site parking for construction personnel is
available at cost, however remains the responsibility of the contractor.
Tenant's contractor must arrange for their own offsite parking. Landlord will
not provide construction parking.

PRE-OPENING/CERTIFICATE OF ACCEPTANCE

Prior to opening for business, the following must be completed:

1.    Pre-opening inspection by the landlord

2.    Tenant's Contractor to Complete all items on pre-opening inspection punch
      list

3.    Certificate of Occupancy must be on file with the landlord

4.    Written approval to open must be obtained from the Landlord prior to
      opening and removal of any barricades.

5.    Site inspection with the landlord and verification of completion of all
      punch listed items.

                                      -26-



CERTIFICATE OF ACCEPTANCE

Upon completion of tenant's construction and fit-out work within its premises,
the landlord, upon the receipt of a mandatory request in writing by tenant,
shall issue a Certificate of Acceptance of said premises. The issuing of such a
certificate shall be contingent upon all of the following and upon landlord
having a reasonable period of time to review and verify the same.

1.    The satisfactory completion by tenant of the work to be performed by
      tenant in a good and workmanlike manner.

2.    Receipt by landlord of reproducible "as-built" drawings from tenant
      prepared and sealed by a licensed architect.

3.    Receipt by Landlord of complete sprinkler and fire alarm plans.

4.    Completion of all items on punch list issued by landlord upon inspection
      of the premises.

5.    Receipt by landlord from Executive Architect of a premises acceptance
      letter. This letter to be issued upon correction of the deficiencies noted
      by Executive Architect upon inspection of the premises (punch list
      inspection).

6.    Receipt by landlord of all supporting waivers and lien releases in
      recordable form from all contractors, subcontractors and suppliers.

7.    Submission by tenant to landlord of a detailed breakdown of tenant's final
      and total construction costs, together with receipted invoices and/or
      canceled checks showing payment thereof.

8.    Tenant shall have reimbursed landlord for the cost of tenant's work done
      for tenant by landlord, the cost of trash removal and any other sums owed
      by tenant to landlord pursuant to the Lease.

9.    Delivery to landlord by tenant of an agreement wherein tenant agrees to
      indemnify and hold harmless the landlord against any and all claims by any
      material suppliers, contractors, or subcontractors, workers and employees.

10.   Submission to landlord of a copy of Certificate of Occupancy issued by
      City of Anaheim for the premises.

                                      -27-



LANDLORD'S RIGHT TO CORRECT DEFICIENCIES IN TENANT'S CONSTRUCTION

The landlord may, but shall not be obligated to, correct any of the items of
tenant's construction which have not been finished or completed in accordance
with the requirements of the lease and tenant's drawings and specifications as
approved. The landlord shall not undertake the performance of any such work
until it shall have furnished tenant with final punch list of deficient items
and permitted the tenant time to correct deficient items (refer to Milestone
Schedule). In the event the landlord performs such work, the tenant shall
reimburse landlord upon demand for all costs and expenses thereby incurred, plus
all costs of administration. These remedies are in addition to all other
remedies provided for in the Lease.

                                      -28-


IX.   GLOSSARY OF TERMS

BULKHEAD

      The vertical portion of a dropped enclosure which breaks the ceiling
      plane.

CALENDAR DAY

      The amount of days between submission. This schedule runs on a seven (7)
      day work week.

CONSTRUCTION POLICIES

      The landlord and operator have strict construction policies, many of which
      have been outlined in this manual. Additional construction restrictions
      will be available through the landlord's Development Manager.

CORNICE

      A projection which crowns or finishes the wall to which it is affixed.

DEMISING COLUMN

      Common pier between individual tenant spaces.

DEMISING WALL

      The walls of the tenant space defined in the Lease Outline Diagram.
      Typically, the walls between adjacent tenants.

DESIGN CONCEPT

      Is the concept, theme or story about which the design for the space is
      developed.

DESIGN PACKAGE

      Each presentation during the design and construction document phase will
      consist of an minimum list of drawings outlined in this manual.

                                      -34-



DEVELOPER BUILDING

      Building being constructed by the landlord for tenancy by Space Tenants.

EXECUTIVE ARCHITECT

      The landlord's architect for Downtown Disney.

FACTORY MUTUAL

      The landlord's insurance underwriter for the project and will review
      certain elements of the tenant's design package for consistency with the
      landlord's insurance coverages.

FINAL CONTRACT DOCUMENTS

      The Final Plan represents 100% Contract Documents for the proposed tenant
      space. These drawings require final approval by the Landlord.

LANDLORD

      The entity who owns the properties being leased to the tenant.

LEASE LINE

      Line establishing the leasable area.

LEASE OUTLINE DIAGRAM (L.O.D.)

      The lease outline drawings will be provided by the Landlord. The diagram
      will indicate the limits of space leased by the Tenant. The L.O.D.
      information will include: dimension, M.E.P. and structural information
      relating to the configuration of the space. Additional information
      relating to queuing and exterior dining/merchandising will also be
      indicated on the drawings.

MEZZANINE

      An intermediate level lease space.

                                      -35-



PAD TENANT

      A Pad Tenant is a tenant to which the landlord will provide a prepared
      site pad (terra-firma level) with all utilities (gas, electric, water)
      stubbed within 5'-0" of the location.

QUEUE ZONE

      An area defined by the landlord in the L.O.D. for customers to wait in
      line to enter a restaurant, store or other venue.

SITE/DEMISE PREMISE

      Site/Demise Premise indicates the limits of a pad tenant's site.

SPACE TENANT

      A Space Tenant is a tenant who will occupy a space in a building
      constructed by the landlord. The limits of the space area are defined in
      the Lease Outline Diagrams. Certain common area elements such as service
      corridors, service docks and egress stairs required by code are available
      for use by the tenant

STOREFRONT

      The architectural facade of any tenant's demised premises adjacent to
      public circulation which incorporates the entrance and display area.

STUBBED-OUT

      Utilities will be brought to a tenant space or pad depending on the tenant
      type. Distribution throughout the tenant premise is the responsibility of
      the tenant.

TENANT DESIGN PACKAGE

      The tenant design package consists of several documents produced by the
      landlord for tenant's use. See page 1 of this document for further
      descriptions.

                                      -36-




WET SEAL

      All final Contract Documents filed with governmental agencies or the
      landlord shall be wet stamped by a registered architect or engineer in the
      State of California. Wet stamped means each sheet must be rubber stamped
      or embossed with the professional's stamp and signed.


                                      -37-


                                    EXHIBIT C

                CONSTRUCTION SCHEDULE REQUIREMENTS AND MILESTONES

                                   [Attached]

                                      C-1



                     THE DISNEYLAND RESORT - DOWNTOWN DISNEY

                   MILESTONE SCHEDULE: (BUILDING D101 & 201)



                                       MILESTONES
- --------------------------------------------------------------------------------------------
                   DESCRIPTION                                                      DATE
- ----------------------------------------------------                            ------------
                                                                             
DESIGN MILESTONES

Complete & Submit 100% Schematic Design/Presentation                              07/15/01

Complete & Submit 95% Construction Documents                                      07/15/01
Complete & Submit 100% Construction Documents                                     07/30/01

Final Design Approval                                                             07/20/01

CITY REVIEWS

95% Review (95% CD)                                                             7/15-7/30/01
Final Review (100% CD)                                                          8/5-8/15/01

CONSTRUCTION MILESTONES

Start Interior Construction                                                       08/15/01
Interior Complete                                                                 11/05/01
Test, Tune & Train                                                             11/15-11/15/01
Open To The Public                                                                11/15/01


DTD_BAB_MS

Turnover Date 8/1/01
Commencement 11/1/01



                                    EXHIBIT D

                                LANDLORD'S WORK

                                   [Attached]

                                       D-1



                                    EXHIBIT D
                  LANDLORD/SPACE TENANT RESPONSIBILITY MATRICES
                         BUILD-A-BEAR WORKSHOP (BLDG D)


    DESCRIPTION                LANDLORD        TENANT                        NOTES
                                                  
SITEWORK

Earthwork                         X

Site Grading                      X

Excavation and Backfill           X

Soil compaction                   X

Storm Drains                      X

Sanitary Sewers                   X                        Tenant's POC (if required) located below leased
                                                           premises in service level. Tenant to connect and
                                                           pay taxes and fees as required by Sanitation
                                                           District.

Site Improvements                 X

Fences, Gates and                 X                        Rail around exterior terrace by Landlord.
Railings                                                   All upgrades beyond Landlord's design will
                                                           be at Tenant's expense.

Landscaping                       X                        Landscaping up to leaseline provided by Landlord.
                                                           All additional "moveable" potted plants and
                                                           planters will require approval by Landlord and
                                                           will be Tenant's responsibility to provide and
                                                           maintain (including all proper irrigation and
                                                           drainage).

Paving & Surfacing                X                        Includes all exterior paving at Esplanade level
                                                           and second floor terrace. All upgrades beyond
                                                           Landlord's design will be at Tenant's expense.

Curb & Gutter                     X

Water Piping (domestic            X                        Stub to leased premises provided. Submeter
and fire protection)                                       installed by Landlord and reimbursed by Tenant.
                                                           All distribution by Tenant. Fire protection system
                                                           to be approved by Landlord and installed by
                                                           Tenant.

Gas Piping                       N/A            N/A

Furniture, Fixtures &                            X         All tables, chairs potted plants, heaters
Equipment (Exterior)                                       etc. provided and maintained by Tenant.

CONCRETE

Concrete Formwork                 X                        Building shell including floor slabs only. All
                                                           Tenant requested design alterations to core/shell
                                                           including changes in level, depressed floors,
                                                           mezzanines, framing of openings and additional
                                                           support for Tenant furnished items will require
                                                           approval from Landlord and will be at Tenant's
                                                           expense. (Refer to LOD)

Concrete Reinforcing              X                        Building shell including floor slabs only. All
                                                           Tenant requested design alterations to core/shell
                                                           including changes in level, depressed floors,
                                                           mezzanines, framing of openings and additional
                                                           support for Tenant furnished items will require
                                                           approval from Landlord and will be at Tenant's
                                                           expense. (Refer to LOD)


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                                    EXHIBIT D
                  LANDLORD/SPACE TENANT RESPONSIBILITY MATRICES
                         BUILD-A-BEAR WORKSHOP (BLDG D)



    DESCRIPTION                LANDLORD        TENANT                         NOTES
                                                  
Reinforcing Steel                 X                        Building shell including floor slabs only. All
                                                           Tenant requested design alterations to core/shell
                                                           including changes in level, depressed floors,
                                                           mezzanines, framing of openings and additional
                                                           support for Tenant furnished items will require
                                                           approval from Landlord and will be at Tenant's
                                                           expense. (Refer to LOD)

Lightweight Concrete              X                        Building shell including floor slabs only. All
                                                           Tenant requested design alterations to core/shell
                                                           including changes in level, depressed floors,
                                                           mezzanines, framing of openings and additional
                                                           support for Tenant furnished items will require
                                                           approval from Landlord and will be at Tenant's
                                                           expense. (Refer to LOD)

METALS

Structural Steel                  X                        Building shell only. All Tenant requested design
                                                           alterations to core/shell including changes in
                                                           level, mezzanines, framing of openings and
                                                           additional support for Tenant furnished items
                                                           will require approval from Landlord and will be
                                                           at Tenant's expense. (Refer to LOD)

Metal Stairs                      X                        One service stair by Landlord. All other stairs by
                                                           Tenant; or installed by Landlord at Tenant's
                                                           expense.

Handrails and Railings                            X        AH upgrades beyond Landlord's standard will be
(Exterior)                                                 at Tenant's expense.

Control Joints                    X                        Building shell only.

WOODS & PLASTICS
(Interior)

Milled Woodwork                                   X

Storage Fixtures                                  X

Retail Display Fixtures                           X

Specialty Display Fixtures                        X

THERMAL & MOISTURE
PROTECTION

Waterproofing                     X                        Building shell only.

Insulation                                        X        Roof insulation only provided by Landlord.

Sprayed-on Fireproofing           X                        Building shell only.

Roof                              X                        Factory applied finish by Landlord. All other
                                                           themeing by Tenant. Roof penetrations by Tenant
                                                           must be flashed and sealed by Landlord's


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                                    EXHIBIT D
                  LANDLORD/SPACE TENANT RESPONSIBILITY MATRICES
                         BUILD-A-BEAR WORKSHOP (BLDG D)


    DESCRIPTION                LANDLORD        TENANT                         NOTES
                                                  
                                                           contractor @ Tenant's expense

Skylights                                         X        Tenant must utilize Landlord architect and
                                                           other subconsultants. Cost of redesign by
                                                           Tenant.

DOORS & WINDOWS

Metal Doors & Frames              X                        Primary entrances and exits for building perimeter
                                                           by Landlord. Any upgrades/themed doors will be at
                                                           Tenant's expense.

Sliding Glass Doors                               X
(Interior)

Metal Windows                      X                       Building shell only.

Finished Hardware                  X                       Basic hardware for doors and windows by Landlord.
(Exterior)                                                 All upgrades/themed hardware will be at Tenant's
                                                           expense. Rekeying will be at Tenant's expense.

Finished Hardware                                 X
(Interior)

Glass & Glazing                    X                       Basic glazing for building shell by Landlord. All
                                                           upgrades/themed glass will be at Tenant's expense.

Mirror Glass                                      X

FINISHES (Interior)                                        (All interior finishes provided by Tenant.)

Lath/Plaster                                      X

Frame, Drywall,                                   X        All interior partitions
Insulation & Taping

Partitions                                        X

Tile                                              X

Ceramic Tile (floor &                             X
wall)

Quarry Tile                                       X

Marble Tile                                       X

Acoustical Treatment                              X

Acoustical Ceiling                                X

Acoustical Wall                                   X
Treatment

Acoustical Insulation                             X

Suspension Systems                                X

Specialty Flooring                                X

Resilient Flooring                                X

Painting                                          X

Wallcovering                                      X

FINISHES (Exterior)


                                                                          Page 3

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                                    EXHIBIT D
                  LANDLORD/SPACE TENANT RESPONSIBILITY MATRICES
                         BUILD-A-BEAR WORKSHOP (BLDG D)



    DESCRIPTION                LANDLORD        TENANT                         NOTES
                                                  
Stucco                            X                        Building shell only. All Tenant proposed upgrades
                                                           from building standard to be approved by Landlord
                                                           and at Tenant's expense.

Siding                            X                        Building shell only. All Tenant proposed upgrades
                                                           from building standard to be approved by Landlord
                                                           and at Tenant's expense.

Awnings/Canopies &                                X        As approved by Landlord (including all graphics
Supports                                                   applied to awnings/canopies). Materials
                                                           and installation by Tenant.

Signage & Supports                                X        All signage and supports furnished and installed
                                                           by Tenant (as approved by Landlord or provided to
                                                           Landlord by Tenant and installed by Landlord's
                                                           contractor during shell construction at Tenant's
                                                           expense.

SPECIALTIES (Interiors)

Toilet & Shower Partitions                        X

Access Flooring                                   X

Signage                                           X

Lockers                                           X

Fire                                              X        Landlord will only provide in area development
Extinguishers/Cabinets                                     and dock area if required. All others by Tenant.

Partitions                                        X

Folding Partitions                                X

Storage Shelving                                  X

Public Telephone                                  X
Enclosures

Toilet Accessories                                X

EQUIPMENT (Interior)

Audio/Visual Equipment                            X

Food Service Equipment                            X

Bar & Soda Equipment                              X

FURNISHINGS

Art Work                                          X

Murals                                            X

Window Treatments                                 X

Furniture (Interior loose                         X
& fixed)

Loose Rugs & Mats                                 X


                                                                          Page 4

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                                    EXHIBIT D
                  LANDLORD/SPACE TENANT RESPONSIBILITY MATRICES
                         BUILD-A-BEAR WORKSHOP (BLDG D)


    DESCRIPTION                LANDLORD        TENANT                         NOTES
                                                  
Interior Plants                                   X

CONVEYING SYSTEM
(Interior)

Service Elevators (1)                             X        (1) Service elevator provided by Landlord. All
                                                           other elevators will be provided by Tenant or
                                                           provided by Landlord at Tenant's expense.

Guest Elevator(s)                 X                        Existing elevator provided by Landlord. Any
                                                           upgrades to existing will be Tenant's
                                                           responsibility.

MECHANICAL SYSTEM

Plumbing (Interior)                               X        Landlord will provide one point of connection for
                                                           plumbing Tenant's connections. The submeter for
                                                           domestic water will be installed by Landlord and
                                                           reimbursed by Tenant.

Greasetraps                                      N/A

Interior Water Features                           X

Fire Protection System                            X        Supplied to leased premises by Landlord. All
(Interior)                                                 design and distribution by Tenant upon approval
                                                           by Landlord. System must be compatible with
                                                           Landlord's systems and meet Factory Mutual
                                                           requirements.

Heating, Ventilation                              X        Hot and chilled water lines valved and capped.
System                                                     Equipment and distribution by Tenant. Submeters
                                                           will be installed by Landlord and reimbursed by
                                                           Tenant. Equipment and distribution by Tenant.

AIR HANDLING UNIT                 X                        Existing AHU provided by Landlord. Any upgrades
                                                           to existing equipment will be the responsibility
                                                           of the Tenant. Tenant is also responsible for
                                                           installation of the AHU.

ELECTRICAL SYSTEM

Electrical Distribution                           X        Landlord to provide electrical service @ 480
                                                           volt, 3 phase to building. Submeter to be
                                                           installed by Landlord and reimbursed by Tenant.
                                                           All distribution by Tenant. Tenant to provide
                                                           Landlord with anticipated load information.

General Lighting                                  X
(Interior)

Emergency Lighting (by                            X        Building emergency lighting by Tenant.
code)                                                      Emergency generator if required will be
                                                           Tenant's expense.

Special Systems/POS                               X        Empty conduit from Landlord's Main EER room to
                                                           Tenant's Communications room provided by
                                                           Landlord. Equipment, wire and distribution by
                                                           Tenant. Installation of all wire must use through


                                                                          Page 5

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                                    EXHIBIT D
                  LANDLORD/SPACE TENANT RESPONSIBILITY MATRICES
                         BUILD-A-BEAR WORKSHOP (BLDG D)


    DESCRIPTION                LANDLORD        TENANT                         NOTES
                                                  
                                                           Landlord's designated contractor at Tenant's
                                                           expense.

Phone/Data                                        X        Empty conduit to Landlord's Main EER room to
                                                           Tenant's Communications room provided by Landlord.
                                                           Equipment, wire and distribution by Tenant.
                                                           Installation of all wire must use through
                                                           Landlord's designated contractor at Tenant's
                                                           expense.

Cable TV                                          X        Empty conduit to Landlord's Main EER room to
                                                           Tenant's Communications room provided by
                                                           Landlord. Equipment, wire and distribution by
                                                           Tenant. Installation of all wire must use
                                                           Landlord's designated contractor at Tenant's
                                                           expense.

BUILDING
MANAGEMENT
SYSTEM

Fire/Life Safety and                              X        Tenant must connect into Landlord's Simplex fire
Emergency Management                                       alarm and central monitoring system. Tenant to
System                                                     provide their own fire alarm panel. Only conduit
                                                           to and from central fire alarm panel provided by
                                                           Landlord.
Security System                                   X

SERVICE AREA/DOCKS

Water                             X

Sanitary                          X

Grease inceptor                   X                        For loading dock washdown water interception only.

Electrical                        X

Emergency Lighting                X

Area Lighting                     X

Concrete Curbing                  X

Special Systems                   X

Trash Bins                        X                        Provided by Disneyland Property Management.
                                                           Shared with other Tenants.

Trash Compactors                  X                        Provided by Disneyland Property
                                                           Management. Shared with other Tenants.

Trash Refrigeration                               X        Must be provided by and maintained within Tenant's
                                                           space if required.


                                                                          Page 6

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                                    EXHIBIT E

                                      LOGO

                                   [Attached]

                                      E-1



                              [BUILD-A-BEAR LOGO]

                                    EXHIBIT F

                  OPERATING CONDITIONS, RULES AND REGULATIONS

The following Rules and Regulations shall be applicable to the use and operation
of the premises:

1.    Access. Tenant shall not obstruct any sidewalks, passages, exits,
entrances, truck ways, loading docks, package pick-up stations or pedestrian
sidewalks or ramps, parking spaces or emergency vehicle zones within THE
DISNEYLAND RESORT. No sidewalk or walkway shall be used for anything other than
pedestrian travel. No person shall use any roadway, sidewalk, or walkway, except
as a means of egress or ingress. Such use shall be in an orderly manner, and in
accordance with directional and other signs or guides. Roadways shall not be
used at a speed in excess of posted speeds and roadways and driveways shall not
be used for parking or stopping, except for the immediate loading or unloading
of passengers. Tenant shall advise vendors of these regulations.

2.    Prohibited Activities. Tenant shall not engage in any of the following
activities upon or within the Premises: (i) conduct any fire, bankruptcy,
auction or "Going Out of Business" sale (whether real or fictitious); (ii) use,
or permit to be used, any sidewalks or other exterior portions of the Premises
for solicitation or for the sale or display of any merchandise or for any other
business, occupation or undertaking, or for outdoor public meetings, promotions
or other entertainment of any kind; (iii) use or permit to be used any sound
broadcasting or amplifying device which can be heard outside of the Premises
unless otherwise permitted by Landlord; or (iv) use or permit to be used any
flashing, beacon, strobe, chaser or other form of special attention-getting
lighting, unless other wise specifically permitted by Landlord in this Lease.
Tenant shall not park any trailer, truck or other vehicle on THE DISNEYLAND
RESORT property at any time for the purpose of advertising or promoting Tenant's
business.

3.    Solicitation, Etc. Tenant shall not solicit business or distribute any
handbills or other adverting materials of any kind within THE DISNEYLAND RESORT,
nor shall Tenant engage in any sales practices with THE DISNEYLAND RESORT,
except as otherwise expressly permitted in the Lease. Tenant shall not solicit
membership in or contributions for any organization, group, association or any
other purpose without Landlord's prior consent provided, however, that the sale
of items otherwise allowed under the terms of this Lease, which sale includes a
contribution to a permitted Tenant Sponsor, shall not be deemed to violate the
foregoing provision. Canvassing, soliciting, and peddling within THE DISNEYLAND
RESORT is prohibited, and Tenant shall cooperate to prevent the same. In
addition to the foregoing, neither Tenant nor its employees or agents shall, in
or on any part of THE DISNEYLAND RESORT: (i) engage in any conduct that might
tend to interfere with or impede the use of any portion of THE DISNEYLAND
RESORT, by any customer, business invitee, employee, or tenant of THE

                                       F-1



DISNEYLAND RESORT; create a disturbance; attract attention; or harass, annoy,
disparage, or be detrimental to the interest of any of the businesses or
activities of THE DISNEYLAND RESORT; or (ii) deface, damage, or demolish any
sign, light standard or fixture, landscaping material, or other improvement
within THE DISNEYLAND RESORT, or the property of customers, business invitees,
or employees situated within THE DISNEYLAND RESORT.

4.    Parking. Tenant shall not use any automobile parking areas that may be
made available for use by Tenant's customers and employees by Landlord from time
to time, except for the parking of motor vehicles during the period of time the
occupant(s) of such motor vehicles are at THE DISNEYLAND RESORT. All motor
vehicles shall be parked in an orderly manner within the painted lines defining
the individual parking spaces. Landlord shall have the right to tow away any
vehicle, at Tenant's expense, which is in violation of these Rules and
Regulations or which is determined by Landlord to be objectionable. Landlord may
designate remote parking areas which must be used by Tenant's employees. In the
event that Tenant or its employees shall fail, after written notice, to park
their vehicles in the parking areas so designated for employee parking,
Landlord, at its option, shall be entitled to either have such cars towed from
the parking lots, at Tenant's expense and/or charge Tenant Twenty-Five Dollars
($25.00) per day or partial day for each car parked in any area other than the
designated employee parking area as Landlord may designate.

5.    Theft or Loss. Tenant shall be responsible for the protection and security
of the Premises, and all property therein, from robbery, theft, vandalism,
pilferage or other loss. Tenant, upon leaving the Premises at the end of any
day, shall see that all windows and exit doors from the Premises are closed and
locked. Tenant shall furnish Landlord with "after hours" emergency telephone
numbers, for the sole use of Landlord at its sole and absolute discretion.

6.    Keys. Tenant, upon the expiration or earlier termination of the Lease,
shall deliver to Landlord all keys to all doors in the Premises, and in the
event of a failure of Tenant to do so; Landlord shall have the right to change
any locks in the Premises and charge Tenant for the reasonable cost thereof.

7.    Deliveries/Loading/Unloading. All deliveries to the Premises and loading
and unloading of goods shall be done only at such locations, in such manner and
at such times as Landlord may designate from time to time. Beginning on the
Commencement Date hereof and until otherwise notified by Landlord, Tenant shall
make all deliveries to the Premises only during the hours of 2 a.m. to 9 a.m.
unless otherwise approved by Landlord. To coordinate deliveries and use of dock
space, Tenant is to submit a list of vendors, delivery schedule, and type/size
of delivery vehicle to Landlord at least one month prior to opening. This list
is to be kept up to date by Tenant. Delivery routes to be set by Landlord.

                                       F-2



8.    Equipment/Vibration. Landlord shall have the right to prescribe the
weight, size, and position of all equipment, materials, furniture or other
property brought into the Premises. Tenant shall not place a load upon any floor
which exceeds the designed load per square foot or the load permitted by law.
Heavy objects shall stand on such platforms as may be necessary to properly
distribute the weight thereof. Business machines and mechanical equipment which
cause noise or vibration that may be transmitted, felt or heard outside the
Premises shall be placed and maintained by Tenant, at Tenant's expense, on
vibration eliminators or other similar devices.

9.    Installation of Services. Tenant shall not install any telegraphic,
telephonic, burglar alarm or similar services within the Premises without
Landlord's prior written approval, which consent shall be granted or withheld in
Landlord's sole and absolute discretion, and Tenant shall comply with all
reasonable limitations or restrictions imposed by Landlord in connection with
the installation thereof.

10.   Antennas, Etc. Unless otherwise specifically provided in this Lease,
Tenant shall not install any radio or television antenna, satellite dish,
loudspeaker or other device on the roof or exterior walls of the Premises.
Tenant shall not interfere with radio, satellite dish or television broadcasting
or reception from or in THE DISNEYLAND RESORT or any other property.

11.   Rest Rooms. The rest rooms, toilets, urinals, wash bowls and other
bathroom facilities and apparatus shall not be used for any purpose other than
that for which they were constructed, and no foreign substances of any kind
whatsoever shall be disposed of therein. All expenses of repair or replacement
due to any breakage, stoppage or damage of any bathroom facilities or related
sanitary sewer lines in or leading to the Premises shall be borne exclusively by
Tenant. Tenant shall keep all toilets, urinals, wash bowls and other bathroom
fixtures and apparatus clean and sanitary and in compliance with all applicable
laws, ordinances and regulations. Rest rooms shall be checked for cleanliness
throughout the day and kept clean at all times.

12.   ATM/Vending Machines. Tenant shall not install, maintain or operate upon
the Premises any automated bank teller machine, vending machine or video game
without Landlord's prior written consent, which consent may be granted or
withheld by Landlord in Landlord's sole and absolute discretion.

13.   Landlord's Employees. Tenant shall not direct the employees of Landlord to
do any work of any kind.

14.   Windows. Tenant will keep the inside and outside of all glass in the doors
and windows of the Premises clean and other than Landlord approved signage and
hours of operation, free of decals, posters, etc. and shall replace promptly, at
its expense, any plate glass or window glass which may become cracked or broken.

                                       F-3



15.   Sidewalks, Etc. All sidewalks and other areas contiguous to the Premises
shall be kept clean and free at all times of trash, dirt, rubbish or debris of
any kind.

16.   Signs. No signs shall be erected, placed or installed by Tenant without
Landlord's prior written consent, which consent may be granted or withheld in
Landlord's sole discretion. All signs erected, placed or installed by Tenant
shall be maintained by Tenant in good repair and in a neat, clean, and orderly
condition pursuant to the terms and provisions of the Lease.

17.   Stock. At all times during the Term, Tenant shall keep the Premises fully
stocked with goods and other items necessary to provide all goods and services
advertised as available on any promotional materials approved by Landlord for
the Premises.

18.   Temperature. The interior of the Premises shall at all times be maintained
at a comfortable temperature.

19.   Screening. During the course of any construction work on the Premises,
Tenant shall fence or otherwise screen the visibility of the Premises from the
public, all in accordance with plans and specifications acceptable to Landlord.
Tenant shall provide signage explaining and apologizing for construction.

20.   Refurbishment. From time to time during the Term, Tenant shall, at
Tenant's expense, repair, replace, refurbish, and remodel any portions of the
Premises that have become worn, damaged, discolored, stained, outdated or
otherwise degraded in appearance or performance, including, but not limited to,
interior and exterior paint, wall coverings, floor coverings, furniture,
fixtures and displays. Any proposed work or replacement of portions of the
Premises in accordance with the preceding sentence, which will result in a
different color, quality, material, style or appearance, must be approved in
advance in writing by Landlord in accordance with the standards and procedures
set forth in the Lease.

21.   Consent. Whenever any consent or approval of Landlord is required pursuant
to these Rules and Regulations, such consent must be obtained in writing in
order to be binding on Landlord, and may be given or withheld by Landlord in
accordance with the standards for such consent or approval as set forth in the
Lease.

22.   Landlord's Right. Landlord shall have the right to remove or exclude from
or to restrain (or take legal action to do so) any unauthorized person from, or
from coming upon, the Premises, or any portion thereof.

23.   Waiver. No release or waiver by Landlord of any provisions herein shall be
enforceable by Tenant unless in writing and executed by Landlord. The failure by
Landlord to insist upon the strict performance of any of the terms or provisions
hereof shall not be deemed a waiver of any rights or remedies of Landlord or a
waiver of any subsequent violation or failure of compliance with these Rules and
Regulations as the same may be amended from time to time.

                                       F-4



24.   Amendment. Landlord shall have the right to promulgate additional Rules
and Regulations or amend or rescind any of the Rules and Regulations hereof from
time to time as Landlord, in its sole and absolute discretion, deems suitable or
desirable. Tenant shall comply with all new or amended Rules and Regulations
upon receipt of written notice of the same from Landlord.

25.   Conflict with Lease. These Rules and Regulations are in addition to, and
shall not be construed to in any way modify or amend any contrary terms,
provisions, agreements, covenants or conditions of the Lease. In the event of
any conflict between the Rules and Regulations and the Lease, the terms and
provisions of the Lease shall control.

26.   Staffing. Tenant shall employ adequate number of fully trained employees
so as to provide continuous high quality service to Guests.

27.   Background Music. Not required. If desired, Tenant to provide background
music (BGM) within own premises. Volume not to exceed level which would spill
out to public areas unless specifically approved by Landlord. Music list to be
approved by Landlord. ASCAP/BMI and other costs responsibility of Tenant.
Hardware to be determined by Tenant. If required, Tenant's system must interface
with Landlord's BGM system. Landlord acknowledges that it has approved the two
(2) compact disc recordings currently distributed under the Build-A-Bear
Workshop name for use within the Premises (not to exceed a noise level which
would spill out to public areas).

28.   Cable Television (CATV).

            (a)   Statement of Services. The Federal Communications Commission
            has determined that The Walt Disney Company and its subsidiaries
            under their current operational organizations can not provide CATV
            services to any company other than our own.

                  Knowing the challenge that this may pose for our clients at
            THE DISNEYLAND RESORT, we are providing this guideline for your use
            in obtaining CATV service from a third party outside our Company.

                  This guideline contains a CATV Service Suppliers Contact List,
            THE DISNEYLAND RESORT standards for third party CATV services, and
            contact names within THE DISNEYLAND RESORT who can assist you in
            obtaining CATV services.

            (b)   Standard for Third Party CATV Services.

                  (1)   Channels Permitted for Display to Guest. Proposed
                  channel listing to be provided to Landlord for approval.

                                       F-5



                  (2)   Antennas. Unless specifically approved by THE DISNEYLAND
                  RESORT, no antenna shall be visible to THE DISNEYLAND RESORT
                  Guest. All antenna locations shall be reviewed by THE
                  DISNEYLAND RESORT prior to installation for compliance with
                  this specification. Enclosures to hide antennas must be
                  approved by THE DISNEYLAND RESORT.

                        Antenna mounting designs shall be submitted for review
                  to THE DISNEYLAND RESORT Architecture & Facilities Engineering
                  for acceptance of mounting methods and roof penetrations.

                        For Guest show quality, THE DISNEYLAND RESORT standards
                  for CATV distribution shall be followed.

                  (3)   Third Party Contract Service. THE DISNEYLAND RESORT will
                  not be involved in the contractual agreement between the
                  service provider and your company.

29.   Dining Reservation System. At Landlord's discretion, Tenant may be
required to participate in THE DISNEYLAND RESORT dining/show reservation system.
DISNEYLAND RESORT hotel Guests to be given priority seating privileges.

30.   E-Mail. The following procedures detail the requirements in order to
communicate with THE DISNEYLAND RESORT parties through E-Mail.

It is the responsibility of Tenant to subscribe to an Internet Service Provider
(ISP) of their choice. THE DISNEYLAND RESORT only allows text messages to be
E-Mailed through the company network. Attached files cannot be sent through THE
DISNEYLAND RESORT network.

Any Disneyland Resort party can receive an E-Mail by addressing it in the way
listed below:

      firstname_lastname@disney.com.

31.   Room Charging. At Landlord's discretion, Tenant may be required to provide
guests of THE DISNEYLAND RESORT hotel properties with room charging privileges
through electronic means. Interface specifications for writing software to
interface Tenant's POS system with THE DISNEYLAND RESORT property management
systems are being developed. Cost of interface to be borne by Tenant.

32.   Radio Communications. Because we are in the Entertainment Industry, we
rely heavily on radio communication. In an effort to avoid conflicts in
frequencies, you will

                                       F-6



need to receive a frequency from our Telecommunications Department. An example
of some of the RF concerns are listed below:

            Wireless microphones used for live show
            Wireless headphone for podium seating systems
            Radio communications
            Courtesy call systems
                  Guest
                  Waiters
                  Managers
                  Wireless feeds
                  Background music

33.   Outside Vendors. If outside vendors are used for services such as
custodial, maintenance, landscaping, etc. employees of these services are to
adhere to conduct and appearance standards of THE DISNEYLAND RESORT if in Guest
contact. Tenant shall attempt to do all non-emergency repair work during
non-operating hours. Names of all outside vendor employees to be provided to
Landlord for security purposes. Tenant shall be responsible for safety and
security of own premises while outside vendors are present.

34.   Environmental.

            (a)   Solid Waste: Trash Removal. Tenant will provide temporary
            holding area in own premises and take all trash to designated area
            for disposal. Tenant shall coordinate with Landlord to place trash
            in a location designated by Landlord for hauling on a daily basis.
            Trash transportation containers are to be enclosed, clean, and free
            of odors. Landlord will contract trash hauling service and charge
            back to Tenant on a pro rata basis.

            (b)   Solid Waste: Recycling. (glass, aluminum, office paper,
            plastic, cardboard, etc.). Tenant will participate in all
            Resort-wide recycling programs as stipulated by Landlord and comply
            with mitigation measures. Tenant will pre-sort recyclable material
            and deposit in designated containers/areas.

            (c)   Building/Health Codes. Tenant will comply with all building
            and health requirements and mitigation measures in the provision of
            grease traps, exhaust smoke scrubbers (SCAQMD), etc. Copies of all
            inspections are to be forwarded to Landlord within seven (7) days of
            inspection date.

35.   Security.

            (a)   Areas of Responsibility. Landlord to provide security in all
            areas outside of Tenant's building or lease line; provided, however,
            Tenant will

                                       F-7



            provide security for customer queue lines that temporarily extend
            beyond Tenant's lease line. Tenant to provide security inside own
            premises/lease line. Tenant to immediately notify Disneyland
            Security in event of any incident or disturbance that may effect the
            Guest experience either inside or outside of Tenant premises/lease
            line. Landlord shall reserve final disposition authority in all such
            cases.

            (b)   Tenant's Security Plan Including Alarm System, Operations, and
            manpower. Landlord to approve Tenant's security plan, systems, and
            processes. Use of outside security companies to be limited to list
            of approved vendors. No exception without Landlord approval. No
            armed security allowed inside Tenant's premises or lease line.

            (c)   Security Alarm. Tenant's security alarm to be tied to
            Landlord's system. Monitoring provided by Landlord. Installation fee
            to be paid by Tenant.

            (d)   Armored Car Service. If Tenant uses armored car service,
            Tenant is to use armored car service approved by Landlord at sole
            expense and risk of Tenant.

            (e)   Emergency Conditions. Tenant's employees are to follow all
            guidelines provided under Landlord's emergency action plan.
            Training/orientation of plan to be provided by Landlord as part of
            normal training orientation program and policies. Under emergency,
            Tenant's employees to follow direction of Landlord's emergency
            management in charge.

36.   Fire.

            (a)   Premises Inspections. Tenant will allow full access to
            Landlord for purposes of periodic inspection of fire/life safety
            systems. These include but are not limited to:

                  (1)   Check wash system (hood and duct) cabinet for any
            defects.
                  (2)   Check soap levels of Gaylord wash system.
                  (3)   Run test on each hood and duct wash system for proper
            operations such as length of time, water temperature, water
            pressure, soap level operations, and drainage.
                  (4)   Thermostat settings on cooking equipment
                  (5)   Exercise all fire protection control valves
                  (6)   Inspect all fire extinguishers
                  (7)   Inspect all occupancies in the Resort
                  (8)   Flow test all sprinkler systems
                  (9)   Test flow all fire hydrants
                  (10)  Pressure test all fire hoses

                                       F-8



                  (11)  Test all smoke detectors

            (b)   Special Circumstances. Tenant to provide or request provision
            of:

                  (1)   Fire watch standbys for welding, soldering, torch
            cutting, etc.
                  (2)   Fire watch standbys when any flammable material is being
            applied
                  (3)   Fire watch standbys when sprinkler systems are shut down
            for repair

            (c)   Fire Alarm. All Tenant's alarms to be tied into Landlord's
            system. Monitoring to be provided by Landlord.

            (d)   After-Hours Emergency Access. Tenant to provide two sets of
            master keys to Landlord for emergency access to property.

            (e)   Other Inspections. Landlord to conduct, at a minimum, one
            yearly inspection to verify compliance with current safety and
            building codes. Landlord will schedule, at minimum, one yearly power
            outage to check all emergency/standby equipment. Typically to occur
            after hours. Tenant to have member of Engineering Department
            present.

37.   Human Resources Employee Policy.

            (a)   Uniforms. Tenants provide own costumes/uniform; design must be
            submitted to Landlord for approval of design and quality. Tenant
            must maintain condition and quality of uniforms in that they are
            neat, clean, and in good repair.

            (b)   Nametags. Employees wear Tenant nametags with no DISNEYLAND
            RESORT identification. Design must be submitted to Landlord for
            approval of design and quality.

            (c)   Appearance Guidelines. Tenant's employees are to adhere to THE
            DISNEYLAND RESORT Cast Member guidelines unless variance due to
            theming. Any variance must be approved by Landlord.

            (d)   Hiring Procedures. Tenants responsible for hiring their own
            employees.

            (e)   Identification Cards. Landlord will provide ID cards for
            Tenant employees. Employees to carry this card at all times on
            premises.

                                       F-9



38.   Year 2000. Tenant is responsible for ensuring that all tenant owned,
leased or rented computer hardware, software, systems/applications and embedded
systems equipment will process dates correctly, prior to, during and after the
calendar year 2000. This shall include, but not be limited to, century
recognition, calculations that accommodate same century and multi-century
formulas and date values, and interface values that reflect the century.

      Tenant is responsible for replacing or repairing all Tenant owned, leased
or rented items which are not Year 2000 compliant to ensure continued operation
of Tenant's business.

39.   Sanitation.

      (a)   Areas of Responsibility:

            Landlord to provide custodial services for all Common Areas
            including area sweeping, nightly hosing, pressure washing, area
            trash cans and public restrooms. Landlord will also provide periodic
            cleaning of all multi-user common service areas.

            Tenant to provide custodial services for the entire Premises
            including all interior and exterior dining areas, windows, interior
            and exterior walls/facades (on a minimum quarterly basis), kitchens
            as well as any exclusive service areas (docks, trash bins or
            compactors, wash down or recycling areas).

            Regardless of whether a common service area (dock) is exclusive or
            multi-use, it is Tenant's responsibility to maintain the appearance,
            except that which would be expected in normal use, of those
            facilities which they use to Disney Standards. All trash spills,
            grease, food or recyclable spills must be cleaned up immediately and
            said items put within there proper receptacle and the area returned
            to a clean and safe state. Wash down areas must be clean and ready
            for other tenants usage at the conclusion of each use. Failure to
            due so will result in landlord charging back to Tenant on a pro rata
            basis the costs associated with keeping their service areas
            compliant with Disney Standards.

40.   Food Safety. Upon request of Landlord and/or as dictated by The County of
Orange Environmental Health Department, Tenant will adopt a HACCP food safety
plan; implement and monitor that plan in accordance with generally accepted
United States Food and Drug Administration guidelines.

41.   Health/Emergency Services.

      (a)   Areas of Responsibility:

                                      F-10



            It is Tenant's responsibility to provide the necessary
            Health/Emergency Services to their Premises for both their guests
            and their employees. These services include but are not limited to
            Fire/Paramedic, ambulance and general first aid.

            Landlord will maintain a Health Services office for medical
            treatment/first aid of DOWNTOWN DISNEY(R) guests as well as
            employees of Landlord and responses to all Common Areas.

            Tenants may request Health Services and/or Emergency-911 response
            inside its Premises. All costs associated with providing this
            service will be billed back to Tenant.

                                      F-11



                                    EXHIBIT G

                        SPONSORSHIP AGREEMENT PROVISIONS

I.    All capitalized terms used but not defined below shall have the respective
meanings ascribed to them in this Lease. The term "Exhibit" shall mean this
Exhibit G, "Sponsor" shall mean a person or entity designated on this Exhibit as
the supplier of one or more products or services; and "Product or Service" means
any product or service designated on this Exhibit as being a product or service
of a Sponsor.

II.   Except as otherwise expressly provided in this Lease or this Exhibit,
Tenant shall not in any manner whatsoever install, erect, place or otherwise
affix signs, posters, displays or advertisements or promotional materials of any
nature on the Premises which promote or advertise any entity, product or service
other than the Sponsors, Products or Services listed below unless specifically
approved in writing by Landlord or its Affiliates, which approval may be
withheld in Landlord's sole discretion. In addition, if Tenant utilizes in
public view any product or service supplied by any person or entity other than
the Products and Services supplied by the Sponsors designated with respect
thereto on this Exhibit, and if such product or service identifies such supplier
or the brand name of such product or service in any manner (including, without
limitation, branding on packages and/or containers of such products or
services), Tenant shall mask or otherwise conceal such identification if
requested to do so by Landlord or its Affiliates. Additionally, Tenant shall not
in any manner "house brand" any of its own products or services to be served or
sold within the Premises without the prior approval of Landlord or its
Affiliates in their sole discretion. Notwithstanding anything to contrary in the
foregoing, Landlord acknowledges that Tenant's operation is largely based on
"house branded" products and, provided that the sale, display or use of such
products does not otherwise violate any terms or provisions of this Lease, such
products shall not be deemed to violate the provisions of the foregoing
sentence.

III.  Nothing contained in this Exhibit or in the Lease shall be deemed or
construed to create, give rise to or confer, by express grant or by implication,
any rights, claims or causes of action upon any Sponsor as third-party
beneficiary of the obligations, covenants and agreements of Tenant thereunder or
otherwise, and Landlord and Tenant hereby expressly disclaim any intention to
create or confer any such rights, claims or causes of action.

      A.    Notwithstanding anything to the contrary in this Exhibit or the
Lease, the following sets forth certain obligations with which Tenant agrees to
comply (and to cause all permitted assignees, managers, subtenants and
concessionaires to comply) in order to enable Landlord and its Affiliates to
satisfy its obligations under existing and future Sponsorship Agreements and/or
to preserve, continue, promote and/or enhance the favorable business
relationships which Landlord and its Affiliates has established with the parties
to such existing and future Sponsorship Agreements:

                                       G-1



      1.    Sponsor: American Express Travel Related Services Company, Inc.
("AMEX")

      Product or Service: Charge, credit, debit, bank, travel or "smart" cards,
and travelers cheques, guaranteed checks, check guarantee programs and money
orders.

            a.    Tenant will honor the American Express Card, the official Card
      of WALT DISNEY WORLD(R), and the Optima Card (collectively, the "Card") on
      the Premises where credit cards are accepted for goods or services. Tenant
      will display such Amex identification in the form of decals, interior
      shelf plaques, Take-One displays, Card acceptance notices, etc., as
      Landlord or its Affiliate may deem appropriate at all locations which
      honor the Card.

            b.    Tenant will accept American Express Travelers Cheques
      ("Travelers Cheques"), the Official Travelers Check of WALT DISNEY
      WORLD(R), as a medium for the payment of goods and services and will
      display Travelers Cheque acceptance signage at all entrances to
      appropriate payment transaction points.

            c.    Nothing in this Section 1 shall be deemed to prohibit Tenant
      from placing signage in or near the cash register areas stating "We accept
      most (or all) major credit cards" or similar wording (i.e., without,
      however, specifying on such signage the particular credit cards which are
      accepted).

      2.    Sponsor: The Coca-Cola Company ("Coke")

      Product or Service: For purposes of this Section 2, "Products" shall be
defined as: (i) all carbonated and non-carbonated, natural or artificially
flavored nonalcoholic beverages for independent consumption and for use as
mixers with alcoholic beverages and otherwise, including, but not limited to,
nonalcoholic beverages with nutritive or non-nutritive sweeteners, flavored
and/or sweetened mineral water, natural or artificially flavored nonalcoholic
fruit juices, fruit juice-containing drinks, fruit flavored drinks (sweetened or
unsweetened), fruit punches and ades, hypertonic, hypotonic and isotonic energy
and fluid replacement sports drinks; and (ii) all beverage bases, whether in the
form of syrups, powders, crystals, concentrates or otherwise, from which
nonalcoholic beverages may be prepared. Products shall not include coffee, tea,
hot chocolate, milk, milkshakes, natural one hundred percent (100%) vegetable
juices (sweetened or unsweetened), mineral water whether carbonated or
noncarbonated, noncarbonated bottled water and noncarbonated water drawn from
the public water supply.

            a.    "Coke Products" shall mean Products bearing trademarks owned
      by or licensed to Coke or Products manufactured by or under a license from
      Coke that include: Bacardi banana daiquiri tropical fruit mixer, Bacardi
      daiquiri tropical fruit mixer, Bacardi mai tai tropical fruit mixer,
      Bacardi margarita tropical fruit

                                       G-2



      mixer, Bacardi peach daiquiri tropical fruit mixer, Bacardi pina colada
      tropical fruit mixer, Bacardi raspberry daiquiri tropical fruit mixer,
      Bacardi strawberry daiquiri tropical fruit mixer, Barq's, Bright & Early,
      caffeine free Coca-Cola, caffeine free Coca-Cola classic, caffeine free
      diet Coke, caffeine free Tab, cherry Coke, Coca-Cola, Coca-Cola classic,
      diet cherry Coke, diet Coke, and diet Mello Yello; diet Minute Maid
      lemon-lime; diet Minute Maid orange; diet Sprite; Fanta apple, Fanta
      banana, Fanta banana slush, Fanta birch beer, Fanta blue raspberry, Fanta
      blue raspberry slush, Fanta bubble gum, Fanta bubble gum slush, Fanta
      candycane slush, Fanta cherry, Fanta chocolate fudge, Fanta club soda,
      Fanta cream soda, Fanta cream soda slush, Fanta fruit punch, Fanta fruit
      punch slush, Fanta ginger ale, Fanta grape, Fanta grape slush, Fanta
      grapefruit, Fanta green lemon-lime, Fanta green lemon-lime slush, Fanta
      lemonade, Fanta lime, Fanta orange, Fanta orange slush, Fanta
      orange/pineapple, Fanta orange/pineapple slush, Fanta peach, Fanta pina
      colada slush, Fanta pineapple, Fanta pink lemonade, Fanta pink lemonade
      slush, Fanta red candy apple, Fanta root beer, Fanta root beer slush,
      Fanta sour, Fanta spruce beer, Fanta strawberry, Fanta strawberry slush,
      Fanta Tom Collins mixer, Fanta tonic water, Fanta wild black cherry, Fanta
      wild cherry, Fanta wild cherry slush, Five Alive citrus, Five Alive berry
      citrus, Five Alive tropical citrus, Fresca, Hi-C apple, HI-C candy apple
      cooler, HI-C cherry, HI-C concord punch, HL-C double fruit cooler, HI-C
      fruit punch, HI-C fruit punch slush, HI-C grape, HI-C hula cooler, HI-C
      hula punch, HI-C lemon flavor, HI-C orange, HI-C peach, HI-C peach slush,
      HI-C pineapple, HI-C red punch, HI-C tropical punch, HI-C wild berry, HI-C
      light fruit punch, HI-C light lemon flavor, HI-C whipped orange, HI-C
      whipped strawberry, Keep Kool and Mello Yello. Minute Maid lemon-lime;
      Minute Maid orange; Minute Maid orange slush; Minute Maid apple juice;
      Minute Maid citrus punch; Minute Maid concord punch; Minute Maid fruit
      punch; Minute Maid grape juice; Minute Maid grapeade; Minute Maid
      grapefruit juice; Minute Maid pink grapefruit juice; Minute Maid pink
      grapefruit juice cocktail; Minute Maid lemon juice; Minute Maid lemonade;
      Minute Maid limeade, Minute Maid orange juice; Minute Maid orange
      juice-calcium fortified; Minute Maid orange juice-country style; Minute
      Maid orange juice-premium choice; Minute Maid orange juice-pulp free;
      Minute Maid orange juice-reduced acid; Minute Maid pineapple juice; Minute
      Maid pineapple-orange juice; Minute Maid pink lemonade; Minute Maid
      tangerine juice; Minute Maid light 'n juicy-grape; Minute Maid light 'n
      juicy-lemonade; Minute Maid light 'n juicy-orange; Minute Maid light 'n
      juicy-punch; Mr. PIBB, Pepe Rico; Powerade; Ramblin; Santiba ginger ale;
      Southern Sun apple; Southern Sun apricot; Southern Sun cranberry; Southern
      Sun fruit punch; Southern Sun grape; Southern Sun grapefruit; Southern Sun
      lemonade; Southern Sun orange; Southern Sun orange/grapefruit; Southern
      Sun orange/pineapple; Southern Sun peach nectar; Southern Sun pear nectar;
      Southern Sun pineapple; Southern Sun prune; Southern Sun tomato, Splash;
      Sprint; Sprite; Sprite slush; sugar free Mr. PIBB; sugar free Sprite and
      TAB.

            b.    Tenant shall not offer, sell or serve any Products as defined
      in this Section 2 other than Coke Products (as selected by Tenant and
      Landlord) at the Premises.

                                       G-3




            c.    The availability of Coke Products shall be indicated by brand
      name listing on all menus, menuboards and/or dispensers (space
      permitting).

            d.    Coke Products shall be the only Products offered or sold in
      vending machines, (as selected by Tenant and Landlord) on the Premises.

            e.    Tenant shall also limit Products carried in the bar where
      liquor is served to Coke Products which are normally considered to be bar
      mixers; provided, however, that if Coke does not have a needed mixer in
      its product line and cannot supply the same upon request, Tenant may have
      available (but may not publicly display) such competitive product to
      satisfy a demand in bars only.

            f.    Tenant may purchase Coke Products from any licensed bottler or
      authorized distributor or wholesaler.

      3.    Sponsor: Eastman Kodak Company ("Kodak")

      Product or Service:

            a.    Only Kodak photographic products and services shall be sold,
      displayed or promoted within the Premises. The term "photographic products
      and services" shall include, without limitation, the following:

                  (i)   sensitized goods including all paper, plates, and film,
            still and motion picture, for any application whatsoever;

                  (ii)  photochemical and other photo finishing supplies and
            equipment; and

                  (iii) photographic equipment including all types of cameras,
            projectors and accessories thereto.

            b.    Only motion video products, including, without limitation,
      video tape and video head cleaning supplies in all sizes and formats
      manufactured or distributed by Kodak shall be sold, displayed or promoted
      within the Premises.

      4.    Sponsor: McDonald's Corporation ("McDonald's")

      Product or Service: "Restaurant Facilities" shall include, without
limitation: (i) a quick-service restaurant in which value-priced meals are
prepared on the premises, sold at a counter or window, and intended for
immediate on-premise consumption, carry-out, or for home delivery (such as, by
way of example, Wendy's, Pizza Hut, KFC and Taco Bell); (ii) a non-tablecloth,
sit-down service restaurant that sells value-priced meals (i.e., by way

                                       G-4



of example, restaurants with a similar price point and operational/marketing
approach such as Bennigans or Denny's); (iii) a contract food operation or food
concessionaire (excluding Nestle or an affiliate thereof) or (iv) a donut shop.
Restaurant Facilities shall include the fountain (including poured coffee)
and/or take-out food service operations of convenience stores and gas stations.

      a.    Tenant shall not use, serve or otherwise offer at the Premises any
      product offered by any Restaurant Facility (as defined above) if such
      product is identified by brand or otherwise identifiable by the public as
      a product sold or served by a particular Restaurant Facility unless
      specifically approved in writing by Landlord or its Affiliates, which
      approval may be withheld in Landlord's sole discretion.

      5.    Sponsor: American Telephone & Telegraph Company ("AT&T")

      Product or Service: Telecommunications equipment and services, including,
without limitation, local and long distance services, cellular services and
equipment, telephone cards, etc.

      a.    Only AT&T products and services shall be sold, displayed or promoted
      within the Premises.

      6.    Sponsor: Eveready Battery Company, Inc. ("Eveready")

      Product or Service: Alkaline, lithium, photo, hearing aid, watch, carbon
zinc and rechargeable batteries; flashlights; rechargeable battery packs; and
battery chargers (excluding recharging devices sold together with electronic
devices (i.e., radios, cellular phones, computers, etc.) (collectively "Eveready
Products").

            a.    Tenant shall not make available at the Premises any products
      that are competitive with Eveready Products.

            b.    If Tenant makes photographic and blank video film products
      available for purchase, Tenant must exclusively make available Eveready
      Products at such location.

            c.    Landlord acknowledges and agrees that the requirements
      regarding Eveready batteries (as listed above) shall apply only to
      Eveready batteries packaged and sold separately at the Premises and shall
      not apply to batteries which are contained in themed or novelty products
      and electronic devices (and, therefore, not visible to the public when
      sold) that Tenant may sell from time to time.

      7.    Sponsor: Federal Express Corporation ("FedEx")

      Product or Service: Domestic and international express delivery services.

                                       G-5



      a.    If Tenant shall indicate the availability of shipping services at
      the Premises, Tenant shall indicate the availability of FedEx's express
      delivery services.

      8.    Sponsor: Union Bank of California ("UBOC")

      Product or Service: Banking services and automated teller machines

            a.    The Premises shall not be sponsored by another national or
            state bank, international bank, credit union or savings or loan
            association.

      9.    Sponsor: Chevron Corporation ("Chevron")

      Product or Service: Energy production and natural resource extraction and
automobile travel clubs or services that are affiliated with an entity engaged
in energy production and natural resource extraction.

            a.    Other than Chevron products there shall be no retail sales of
            motor vehicle gasoline, diesel fuel, or petroleum-based motor
            vehicle lubricant products from the Premises.

      B.    The following sets forth certain Products and/or Services that
Tenant agrees to solicit and consider, in good faith, proposals from the
Sponsors listed below with respect to the procurement for the Premises (or any
part thereof) of each type of Product or Service listed below under such
Sponsor's name, prior to seeking such product or service from other sources; it
being understood that any agreement reached by Tenant with such Sponsor (or,
failing such agreement, with any other source) concerning such procurement of
such Product or Service shall, in all respects, comply with and be subject to
the terms and conditions of the Lease, including, without limitation, Tenant's
obligation to cause all permitted assignees, managers, subtenants and
concessionaires of Tenant to comply with such obligations and the terms and
conditions outlined in Section II above.

      1.    Sponsor: Nestle USA, Inc. ("Nestle")

      Product or Service: Food and beverage products which include, without
limitation, baking chips (chocolate and non-chocolate) and baking chocolate,
canned pumpkin and prepared pumpkin pie filling; canned tomatoes, tomato sauces,
tomato pastes and tomato purees (excluding Mexican salsas and Mexican sauces);
roasted, ground and soluble coffee; dog and cat foods and treats; dry and
refrigerated pasta; flavored milk and milk flavorings; frozen, dry and
refrigerated entrees, meals and side dishes; frozen juice and fruit novelties on
a stick; frozen water ice novelties on a stick; hot cocoa mixes; ice cream, ice
milk and ice cream and ice milk novelties; infant formula; prepared pasta and
pizza sauces (excluding spaghetti sauce mix without mushrooms); and tea (liquid,
leaf, bag and soluble forms); and bottled still and sparkling water
(nonflavored) baby foods, the following baking products: baking cups, baking
pans, baking powder, baking soda, brownie mix, baking cocoa, cake and cupcake
mix, cake decorations and icing, dried and

                                       G-6



shredded coconut, evaporated and sweetened condensed milk, frosting (ready to
serve and mix), fruit pectins, protectors and glaze, graham cracker crumbs,
muffin mix, pancake mix, pie and pastry shells (prepared and mix); bread crumbs;
breakfast toaster pastries; canned and frozen vegetables; canned meats; canned
pasta; chocolate syrup; the following dairy items: powdered instant milk,
refrigerated milk and cream, refrigerated milk shakes and drinks, yogurt
(spoonable and drinks); the following dessert items: canned pudding and pie
filling (excluding fruit), frozen baked goods (excluding cookies and bread
items), frozen pudding and gelatin novelties on a stick, frozen whipped topping,
gelatin mix, pudding mix, ready-to-serve single serving canned desserts
(excluding fruit), refrigerated pudding, toppings (liquids and mixes); diet meal
replacement drinks and bars; dry dinner mixes; dry pizza mixes and crusts;
frozen potatoes; frozen yogurt and frozen yogurt novelties; frozen and
refrigerated prepared pizza; frozen waffles, pancakes and French toast; gravies
(other than mixes); gum; honey; instant powdered breakfast mixes; maple and
fruit-flavored syrups; meat-based sandwich spreads; the following Mexican
specialty foods: burrito and enchilada fillings, chiles, Mexican dinner mixes,
retried beans; non-100% Colombian roasted, ground and soluble coffee (including
flavored coffee); non-granola breakfast and non-granola nutritional bars; olive
oil; peanut butter; pet supplies; powdered athletic bulking products; powdered
and liquid creamers; prepared seafood products; the following snack products:
beef jerky, canned dip, dip mixes and refrigerated dip, frozen pizza snacks,
non-granola trail mix, sunflower seeds; and tomato ketchup (collectively "Nestle
Products").

            a.    Tenant may purchase the Nestle Products from Nestle, Nestle's
      affiliates or from any authorized wholesaler of Nestle Products, or, if
      applicable, any manufacturer licensed to produce Nestle Products. In the
      event Nestle Products are produced in more than one formulation or recipe
      (e.g., Contadina tomato sauce with red peppers and Contadina tomato sauce
      without red peppers), nothing contained herein shall be deemed to require
      Tenant to sell, use or make available a particular formulation or recipe
      of Nestle Products.

      2.    Sponsor: National Federation of Coffee Growers of Colombia
            ("Federation")

      Product or Service: 100% Colombian coffee, regular and decaffeinated

            a.    Only one hundred percent (100%) Colombian coffee, regular and
      decaffeinated, as selected by Landlord, shall be served and sold in the
      Premises so long as Tenant is able to purchase such product in sufficient
      quantities to satisfy the demands of patrons and guests of the Premises.
      Landlord shall provide Tenant with a list of suppliers from which Tenant
      may purchase its requirements for such coffee.

      3.    Sponsor: Beatrice/Hunt-Wesson ("Hunt")

      Product or Service: Orville Redenbacher Gourmet brand popping con

                                       G-7



            a.    With the Orville Redenbacher Gourmet brand popping corn served
      or sold in the Premises by Tenant, Tenant shall use popping oil which
      maintains popping performance and taste characteristics consistent with
      the high quality standards set by Landlord and Hunt.

      4.    Sponsor: The J. M. Smucker Company ("Smuckers")

      Product or Service: Jams and jellies sold under the trademarks of
"SMUCKERS," "DICKINSON," "LOST ACRES" and/or "ELSENHAM" in portion control
packages (collectively "Smucker Products").

      5.    Sponsor: American, Automobile Association ("AAA")

      Product or Service: Automobile membership club

      6.    Sponsor: General Motors ("GM")

      Product or Service: Passenger cars and trucks and motor vehicle service
parts or the provision of mechanical and electrical maintenance and repair
services in connection therewith.

      7.    Sponsor: Mattel Inc. ("Mattel")

      Product or Service: Generally, all toys ("excluding construction blocks,
electronic consumer products [e.g., video games or products and interactive
games and products], riding vehicles, publications, records and recording
devices and non-toy musical instruments).

      8.    Sponsor: National Interrent ("National")

      Product or Service: Rental vehicles, excluding U-Haul, Ryder and the like.

                                       G-8

                                                                   EXHIBIT 10.35

                                  STANDARD FORM
                            INDUSTRIAL BUILDING LEASE
                                 (MULTI-TENANT)

         1.       BASIC TERMS. This SECTION 1 contains the Basic Terms of this
Lease between Landlord and Tenant, named below. Other Sections of the Lease
referred to in this SECTION 1 explain and define the Basic Terms and are to be
read in conjunction with the Basic Terms.

                  1.1.     Date of Lease: 08/28/04

                  1.2.     Landlord: First Industrial, L.P.

                  1.3.     Tenant: Build-A-Bear Retail Management, Inc., a
                           Delaware corporation

                  1.4.     Premises: Suites 1938 - 1954 containing approximately
                           51,976 rentable square feet within in the complex
                           commonly known as 1908 - 2000 Innerbelt Business
                           Center Drive, St. Louis, Missouri 63114 ("BUILDING").

                  1.5.     Property: 1908 - 2000 Innerbelt Business Center
                           Drive, St. Louis, Missouri 63114 (See EXHIBIT A)

                  1.6.     Lease Term: Four (4) years and zero (0) months
                           ("TERM"), commencing January 1, 2005 ("COMMENCEMENT
                           DATE") and ending December 31, 2008, subject to
                           SECTION 2.3 below, ("EXPIRATION DATE"). SEE RIDER

                  1.7.     Permitted Uses: (See SECTION 4.1) General
                           administrative and sales office, along with
                           warehousing, service, assembly and distribution of
                           retail products.

                  1.8.     Tenant's Guarantor: None

                  1.9.     Brokers: (See SECTION 23)
                                    (A) Tenant's Broker: None
                                    (B) Landlord's Broker: None

                  1.10.    Security/Damage Deposit: (See SECTION 4.4) Letter of
                           Credit in the amount of $24,215.68.

                  1.11.    Initial Estimated Additional Rent Payable by Tenant:
                           SEE RIDER

                  1.12.    Tenant's Proportionate Share: 27%

                  1.13.    Riders to Lease: SEE RIDER

         2.       LEASE OF PREMISES; RENT.

                  2.1.     LEASE OF PREMISES FOR LEASE TERM. Landlord hereby
leases the Premises to Tenant, and Tenant hereby rents the Premises from
Landlord, for the Term and subject to the conditions of this Lease.

                  2.2.     TYPES OF RENTAL PAYMENTS. Tenant shall pay modified
net rent to Landlord in monthly installments, in advance, on the first day of
each and every calendar month during the Term of this Lease (the "BASE RENT") in
the amounts and for the periods set forth below:



       LEASE PERIOD                     ANNUAL BASE RENT              MONTHLY BASE RENT
       ------------                     ----------------              -----------------
                                                                
Jan. 1, 2005 - Dec. 31, 2008         $441,795.96 ($8.50/ft.)             $36,816.33


Tenant shall also pay Tenant's Proportionate Share (as set forth in SECTION
1.12) of Operating Expenses (as hereinafter defined) and any other amounts owed
by Tenant hereunder [collectively, "ADDITIONAL RENT"]. In the event any monthly
installment of Base Rent or Additional Rent, or both, is not paid within 10 days
of the date when due, a late charge in an amount equal to 5% of the then
delinquent installment of Base Rent and/or Additional Rent [the "LATE CHARGE";
the Late Charge, Default Interest (as defined in SECTION 22.3 below), Base Rent
and Additional Rent shall collectively be referred to as "RENT"] shall be paid
by Tenant to Landlord, c/o First Industrial, L.P., 75 Remittance Drive, Suite
1589, Chicago, IL 60675-1589, or if sent by overnight courier to, First
Industrial, L.P., 75 Remittance Drive, Lockbox #1589, Chicago, IL 60675-1589 (or
such other entity designated as Landlord's management agent, if any, and if
Landlord so appoints such a management agent, the "AGENT"), or pursuant to such
other directions as Landlord shall designate in this Lease or otherwise in
writing.

                  2.3.     COVENANTS CONCERNING RENTAL PAYMENTS. Tenant shall
pay the Rent promptly when due, without notice or demand, and without any
abatement, deduction or setoff, except as may otherwise be expressly and
specifically provided in this Lease. No payment by Tenant, or receipt or
acceptance by Agent or Landlord, of a lesser amount than the correct Rent shall
be deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or letter accompanying any payment be deemed an accord or



satisfaction, and Agent or Landlord may accept such payment without prejudice to
its right to recover the balance due or to pursue any other remedy available to
Landlord. If the Commencement Date occurs on a day other than the first day of a
calendar month, the Rent due for the first calendar month of the Term shall be
prorated on a per diem basis (based on a 360 day, 12 month year) and paid to
Landlord on the Commencement Date, and the Term will be extended to terminate on
the last day of the calendar month in which the Expiration Date stated in
SECTION 1.6 occurs.

         3.       OPERATING EXPENSES.

                  3.1.     DEFINITIONAL TERMS RELATING TO ADDITIONAL RENT. For
purposes of this Section and other relevant provisions of the Lease:

                           3.1.1.   OPERATING EXPENSES. The term "OPERATING
EXPENSES" shall mean all costs and expenses paid or incurred with respect to the
ownership, repair, replacement, restoration, maintenance and operation of the
Property, including, without limitation, the following: (i) services provided
directly by employees of Landlord or Agent in connection with the operation,
maintenance or rendition of other services to or for the Property; (ii) to the
extent not separately metered, billed, or furnished, all charges for utilities
and services furnished to either or both of the Property and the Premises
(including, without limitation, the Common Areas [as hereinafter defined]),
together with any taxes on such utilities; (iii) all premiums for casualty,
workers' compensation, liability, boiler, flood and all other types of insurance
provided by Landlord and relating to the Property, all third party
administrative costs incurred in connection with the procurement and
implementation of such insurance policies, and all deductibles paid by Landlord
pursuant to insurance policies required to be maintained by Landlord under this
Lease; (iv) the cost of all supplies, tools, materials and equipment utilized in
the ownership and operation of the Property, and sales and other taxes thereon;
(v) amounts charged (including, without limitation, those costs and expenses set
forth in SECTION 13.2 (i) below) by any or all of contractors, materialmen and
suppliers for services, materials and supplies furnished to Landlord in
connection with any or all of the operation, repair and maintenance of any part
of the Property (together with a reasonable overhead and administrative fee to
Landlord), including, without limitation, the structural elements of the
Property and the Common Areas; (vi) management fees to Landlord or Agent or
other persons or management entities actually and directly involved in the
management and operation of the Property; (vii) any capital improvements made
by, or on behalf of, Landlord to the Property that are either or both (a)
designed to reduce Operating Expenses and (b) required to keep the Property in
compliance with all governmental laws, rules and regulations applicable thereto,
from time to time, the cost of which capital improvements shall be reasonably
amortized by Landlord over the useful life of the improvement, in accordance
with generally accepted accounting principles; (viii) all professional fees
incurred in connection with the operation, management and maintenance of the
Property; and (ix) Taxes, as hereinafter defined in SECTION 3.1.2.
Notwithstanding anything to the contrary, Operating expenses shall not include
the following: depreciation of property, costs of tenant improvements, real
estate brokers' commissions, interest, or capital costs of major roof or major
parking lot replacements/restorations, work necessitate by fire or other
casualty damage to the extent of net insurance proceeds received by Landlord
with respect thereto, attorneys' fees, accounting fees and expenditures incurred
in connection with negotiation, disputes and claims of other tenants or
occupants of the property, or with other third parties except as specifically
provided in this Lease; advertising expenses and other costs incurred in leasing
or procuring new tenants, expenses for which Landlord is or will be reimbursed
by other sources, excluding Tenant reimbursement for amounts payable, including,
but not limited to, repair or replacement of any item covered by warranties;
expense for the defense of Landlord's title to the property, structural repairs
and replacements, depreciation and amortization of the property or financing
costs, including interest and principal amortization of debts; charitable and
political contributions; costs to correct original or latent defects in the
design, construction or equipment of the property; costs of alterations to any
tenants' premises, except for any alterations required by law; or expenses in
connection with services or other benefits of the type which are not provided or
available to Tenant but which are provided to another tenant of the property or
which are paid to Landlord by such other tenant. Tenant's obligations regarding
real estate taxes and insurance premiums are further defined herein below.

                           3.1.2.   TAXES. The term "TAXES," as referred to in
SECTION 3.1.1(ix) above shall mean (i) all governmental taxes, assessments, fees
and charges of every kind or nature (other than Landlord's income taxes),
whether general, special, ordinary or extraordinary, due at any time or from
time to time, during the Term and any extensions thereof, in connection with the
ownership, leasing, or operation of the Property, or of the personal property
and equipment located therein or used in connection therewith; and (ii) any
reasonable expenses incurred by Landlord in contesting such taxes or assessments
and/or the assessed value of the Property.

                           3.1.3.   OPERATING YEAR. The term "OPERATING YEAR"
shall mean the calendar year commencing January 1st of each year (including the
calendar year within which the Commencement Date occurs) during the Term.

                           3.1.4    MODIFIED NET RENT. THE TERM "MODIFIED NET
RENT" SHALL MEAN TENANT SHALL PAY ITS BASE RENT AS DEFINED ABOVE, ITS
PROPORTIONAL SHARE OF OPERATING EXPENSES, AS DEFINED ABOVE AND ITS PROPORTIONAL
SHARE OF REAL ESTATE TAXES IN EXCESS OF $248,978.63 AND INSURANCE PREMIUMS IN
EXCESS OF $9,313.29. (SEE RIDER)

                  3.2.     PAYMENT OF OPERATING EXPENSES. Additional Rent
commences to accrue upon the Commencement Date. The Tenant's Proportionate Share
of Operating Expenses payable hereunder for the Operating Years in which the
Term begins and ends shall be prorated to correspond to that portion of said
Operating Years occurring within the Term. Tenant's Proportionate Share of
Operating Expenses and any other sums due and payable under this Lease shall be
adjusted upon receipt of the actual bills therefor, and the obligations of this
SECTION 3 shall survive the termination or expiration of the Lease.

                                       2


                  3.3.     PAYMENT OF ADDITIONAL RENT. Landlord shall have the
right to reasonably estimate the Operating Expenses for each Operating Year.
Upon Landlord's or Agent's notice to Tenant of such estimated amount, Tenant
shall pay, on the first day of each month during that Operating Year, an amount
(the "ESTIMATED ADDITIONAL RENT") equal to the estimate of the Tenant's
Proportionate Share of Operating Expenses divided by 12 (or the fractional
portion of the Operating Year remaining at the time Landlord delivers its notice
of the estimated amounts due from Tenant for that Operating Year). If the
aggregate amount of Estimated Additional Rent actually paid by Tenant during any
Operating Year is less than Tenant's actual ultimate liability for Operating
Expenses for that particular Operating Year, Tenant shall pay the deficiency
within 30 days of Landlord's written demand therefor. If the aggregate amount of
Estimated Additional Rent actually paid by Tenant during a given Operating Year
exceeds Tenant's actual liability for such Operating Year, the excess shall be
credited against the Estimated Additional Rent next due from Tenant during the
immediately subsequent Operating Year, except that in the event that such excess
is paid by Tenant during the final Lease Year, then upon the expiration of the
Term, Landlord or Agent shall pay Tenant the then-applicable excess promptly
after determination thereof.

         4.       USE OF PREMISES AND COMMON AREAS; SECURITY DEPOSIT.

                  4.1.     USE OF PREMISES AND PROPERTY. The Premises shall be
used by the Tenant for the purpose(s) set forth in SECTION 1.7 above and for no
other purpose whatsoever. Tenant shall not, at any time, use or occupy, or
suffer or permit anyone to use or occupy, the Premises, or do or permit anything
to be done in the Premises or the Property, in any manner that may (a) violate
any Certificate of Occupancy for the Premises or the Property; (b) cause, or be
liable to cause, injury to, or in any way impair the value or proper utilization
of, all or any portion of the Property (including, but not limited to, the
structural elements of the Property) or any equipment, facilities or systems
therein; (c) constitute a violation of the laws and requirements of any public
authority or the requirements of insurance bodies or the rules and regulations
of the Property, including any covenant, condition or restriction affecting the
Property; (d) exceed the load bearing capacity of the floor of the Premises; (e)
impair or tend to impair the character, reputation or appearance of the
Property; or (e) unreasonably annoy, inconvenience or disrupt the operations or
tenancies of other tenants or users of the Property. On or prior to the date
hereof, Tenant has completed and delivered for the benefit of Landlord a "Tenant
Operations Inquiry Form" in the form attached hereto as EXHIBIT D describing the
nature of Tenant's proposed business operations at the Premises, which form is
intended to, and shall be, relied upon by Landlord.

                  4.2.     USE OF COMMON AREAS. As used herein, "COMMON AREAS"
shall mean all areas within the Property that are available for the common use
of tenants of the Property and that are not leased or held for the exclusive use
of Tenant or other tenants or licensees, including, but not limited to, parking
areas, driveways, sidewalks, loading areas, access roads, corridors, landscaping
and planted areas. Tenant shall have the nonexclusive right to use the Common
Areas for the purposes intended, subject to such reasonable rules and
regulations as Landlord may uniformly establish from time to time. Tenant shall
not interfere with the rights of any or all of Landlord, other tenants or
licensees, or any other person entitled to use the Common Areas. Without
limitation of the foregoing, Tenant shall not park or store any vehicles or
trailers on, or conduct truck loading and unloading activities in, the Common
Areas in a manner that unreasonably disturbs, disrupts or prevents the use of
the Common Areas by Landlord, other tenants or licensees or other persons
entitled to use the Common Areas. Landlord, from time to time, may change any or
all of the size, location, nature and use of any of the Common Areas although
such changes may result in inconvenience to Tenant, so long as such changes do
not materially and adversely affect Tenant's use of the Premises. In addition to
the foregoing, Landlord may, at any time, close or suspend access to any Common
Areas to perform any acts in the Common Areas as, in Landlord's reasonable
judgment, are desirable to improve or maintain either or both of the Premises
and the Property, or are required in order to satisfy Landlord's obligations
under either or both of SECTIONS 13.2 and 18; provided, however, that Landlord
shall use reasonable efforts to limit any disruption of Tenant's use and
operation of the Premises in connection therewith.

                  4.3.     SIGNAGE. Tenant shall not affix any sign of any size
or character to any portion of the Property, without prior written approval of
Landlord, which approval shall not be unreasonably withheld or delayed. Tenant
shall remove all signs of Tenant upon the expiration or earlier termination of
this Lease and immediately repair any damage to either or both of the Property
and the Premises caused by, or resulting from, such removal.

                  4.4.     SECURITY/DAMAGE DEPOSIT. Simultaneously with the
execution and delivery of this Lease, Tenant has deposited with Landlord or
Agent A Letter of Credit in the amount of $24,215.68, the sum set forth in
SECTION 1.10 above, in cash (the "SECURITY"), representing security for the
performance by Tenant of the covenants and obligations hereunder, the amount of
which Security was determined by adding the first two installments of monthly
Base Rent. The Security shall be held by Landlord or Agent, without interest, in
favor of Tenant; provided, however, that no trust relationship shall be deemed
created thereby and the Security may be commingled with other assets of
Landlord. If Tenant defaults in the performance of any of its covenants
hereunder, Landlord or Agent may, without notice to Tenant, apply all or any
part of the Security, to the extent required for the payment of any Rent or
other sums due from Tenant hereunder, in addition to any other remedies
available to Landlord. In the event the Security is so applied, Tenant shall,
upon demand, immediately deposit with Landlord or Agent a sum equal to the
amount so used. If Tenant fully and faithfully complies with all the covenants
and obligations hereunder, the Security (or any balance thereof) shall be
returned to Tenant within 30 days after the last to occur of (i) the date the
Term expires or terminates or (ii) delivery to Landlord of possession of the
Premises. Landlord may deliver the Security to any purchaser of Landlord's
interest in the Premises [or any Successor Landlord (defined below), if
applicable], and thereupon Landlord and Agent shall be discharged from any
further liability with respect to the Security.

                                       3


         5.       CONDITION AND DELIVERY OF PREMISES.

                  5.1.     CONDITION OF PREMISES. Tenant agrees that Tenant is
familiar with the condition of both the Premises and the Property, and Tenant
hereby accepts the foregoing on an "AS-IS," "WHERE-IS" basis. Tenant
acknowledges that neither Landlord nor Agent, nor any representative of
Landlord, has made any representation as to the condition of the foregoing or
the suitability of the foregoing for Tenant's intended use. Tenant represents
and warrants that Tenant has made its own inspection of the foregoing. Neither
Landlord nor Agent shall be obligated to make any repairs, replacements or
improvements (whether structural or otherwise) of any kind or nature to the
foregoing in connection with, or in consideration of, this Lease, except (a) as
set forth in SECTIONS 13.2 and 18 and (b) with respect to all (if any) repairs
and improvements expressly and specifically described in EXHIBIT B attached
hereto ("LANDLORD WORK ITEMS"). Landlord agrees to make reasonable efforts to
enforce, or cause Agent to enforce, upon Tenant's request, all manufacturer's or
contractor's warranties, if any, issued in connection with any of the Landlord
Work Items.

                  5.2.     DELAY IN COMMENCEMENT. Landlord shall not be liable
to Tenant if Landlord does not deliver possession of the Premises to Tenant on
the Commencement Date. The obligations of Tenant under the Lease shall not be
affected thereby, except that the Commencement Date shall be delayed until
Landlord delivers possession of the Premises to Tenant, and the Lease Term shall
be extended by a period equal to the number of days of delay in delivery of
possession of the Premises to Tenant, plus the number of days necessary to end
the Lease Term on the last day of a month.

         6.       SUBORDINATION; NOTICES TO SUPERIOR LESSORS AND MORTGAGEES;
ATTORNMENT.

                  6.1.     SUBORDINATION. Provided that Tenant is provided with
a reasonable and customary subordination, nondisturbance and attornment
agreement duly executed by the holder of any mortgage or deed of trust or the
landlord pursuant to any ground lease, this Lease shall be subject and
subordinate at all times to (a) all ground leases or underlying leases that may
now exist or hereafter be executed affecting either or both of the Premises and
the Property and (b) any mortgage or deed of trust that may now exist or
hereafter be placed upon, and encumber, any or all of (x) the Property; (y) any
ground leases or underlying leases for the benefit of the Property; and (z) all
or any portion of Landlord's interest or estate in any of said items.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases that
benefit the Property or any such mortgage or deed of trust liens to this Lease.
Tenant shall execute and deliver, upon demand by Landlord and in the form
reasonably requested by Landlord, any additional documents evidencing the
priority of subordination of this Lease with respect to any such ground leases
or underlying leases for the benefit of the Property or any such mortgage or
deed of trust.

                  6.2.     ESTOPPEL CERTIFICATES. Tenant agrees, from time to
time and within fifteen (15) days after request by Landlord, to deliver to
Landlord, or Landlord's designee, an estoppel certificate stating such matters
pertaining to this Lease as may be reasonably requested by Landlord. Failure by
Tenant to timely execute and deliver such certificate shall constitute an
acceptance of the Premises and acknowledgment by Tenant that the statements
included therein are true and correct without exception. Landlord and Tenant
intend that any statement delivered pursuant to this section may be relied upon
by any prospective purchaser or mortgagee of the Property or of any interest
therein or any other Landlord designee.

                  6.3.     TRANSFER FOR LANDLORD. In the event of a sale or
conveyance by Landlord of the Property, the same shall operate to release
Landlord from any future liability for any of the covenants or conditions,
express or implied, herein contained in favor of Tenant, and in such event
Tenant agrees to look solely to Landlord's successor in interest with respect
thereto and agrees to attorn to such successor.

         7.       QUIET ENJOYMENT. Subject to the provisions of this Lease, so
long as Tenant pays all of the Rent and performs all of its other obligations
hereunder, Tenant shall not be disturbed in its possession of the Premises by
Landlord, Agent or any other person lawfully claiming through or under Landlord;
provided, however, in addition to Landlord's rights under SECTION 16 and
elsewhere in this Lease, Landlord and Landlord's agents, employees, contractors
and representatives shall be provided reasonable access to the Premises such
that Landlord and Landlord's agents, employees, contractors and representatives
may perform the General Maintenance Services (as hereinafter defined) without
undue interruption, delay or hindrance. This covenant shall be construed as a
covenant running with the Property and is not a personal covenant of Landlord.
Tenant shall not unreasonably interrupt, delay, prevent or hinder the
performance of the General Maintenance Services by or on behalf of Landlord.
Notwithstanding the foregoing, however, Tenant acknowledges and agrees that
Landlord shall have the unfettered and unilateral right to use portions of the
Common Areas (inclusive of the roof of the Building) for such purposes and uses
as Landlord may desire; provided, however, that in all events and under all
circumstances, Landlord's use of any portion of the Common Areas shall not
interfere, in any material respect, with any or all of (a) Tenant's rights to
occupy and use the Common Areas (in the manner and for the purposes contemplated
hereunder); (b) Tenant's right to utilize the vehicular parking areas located on
the Common Areas; and (c) Tenant's right of access, ingress and egress to and
from the Common Areas.

         8.       ASSIGNMENT, SUBLETTING AND MORTGAGING.

                  8.1.     PROHIBITION. Tenant acknowledges that this Lease and
the Rent due under this Lease have been agreed to by Landlord in reliance upon
Tenant's reputation and creditworthiness and upon the continued operation of the
Premises by Tenant for the particular use described in SECTION 4.1 above;
therefore, Tenant shall not, whether voluntarily, or by operation of law, or
otherwise: (a) assign or otherwise transfer this Lease; (b) sublet the Premises
or any part thereof, or allow the same to be used or occupied by anyone other
than Tenant; or (c)

                                       4


mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises,
or any part thereof, in any manner whatsoever, without in each instance
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. Any purported assignment, mortgage, transfer,
pledge or sublease made without the prior written consent of Landlord shall be
absolutely null and void. No assignment of this Lease shall be effective and
valid unless and until the assignee executes and delivers to Landlord any and
all documentation reasonably required by Landlord in order to evidence
assignee's assumption of all obligations of Tenant hereunder. Any consent by
Landlord to a particular assignment, sublease or mortgage shall not constitute
consent or approval of any subsequent assignment, sublease or mortgage, and
Landlord's written approval shall be required in all such instances. No consent
by Landlord to any assignment or sublease shall be deemed to release Tenant from
its obligations hereunder and Tenant shall remain fully liable for performance
of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall
be permitted to assign this Lease or sublease the Premises to an affiliate of
Tenant (affiliate, meaning an entity which either controls Tenant, is controlled
by Tenant, or is under common control with Tenant),or to a corporation resulting
from the merger or consolidation with Tenant, or any persons or entity which
acquires substantially all of the assets of Tenant as a going concern, or to any
person or entity which acquires substantially all of the stock of Tenant.

                  8.2.     RIGHTS OF LANDLORD. If this Lease is assigned, or if
the Premises (or any part thereof) are sublet or used or occupied by anyone
other than Tenant, whether or not in violation of this Lease, Landlord or Agent
may (without prejudice to, or waiver of its rights), collect Rent from the
assignee, subtenant or occupant. Landlord or Agent may apply the net amount
collected to the Rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
this SECTION 8. With respect to the allocable portion of the Premises sublet, in
the event that the total rent and any other considerations received under any
sublease by Tenant is greater than the total Rent required to be paid, from time
to time, under this Lease, Tenant shall pay to Landlord one hundred percent
(100%) of such excess as received from any subtenant and such amount shall be
deemed a component of the Additional Rent.

         9.       COMPLIANCE WITH LAWS.

                  9.1.     COMPLIANCE WITH LAWS. Tenant shall, at its sole
expense (regardless of the cost thereof), comply with all local, state and
federal laws, rules, regulations and requirements now or hereafter in force and
all judicial and administrative decisions in connection with the enforcement
thereof (collectively, "LAWS"), pertaining to either or both of the Premises and
Tenant's use and occupancy thereof. If any license or permit is required for the
conduct of Tenant's business in the Premises, Tenant, at its expense, shall
procure such license prior to the Commencement Date, and shall maintain such
license or permit in good standing throughout the Term. Tenant shall give prompt
notice to Landlord of any written notice it receives of the alleged violation of
any Law or requirement of any governmental or administrative authority with
respect to either or both of the Premises and the use or occupation thereof. The
judgment of any court of competent jurisdiction, or the admission of Tenant in
any action or proceeding against Tenant, whether Landlord is a party thereto or
not, that any such Law pertaining to the Premises has been violated, shall be
conclusive of that fact as between Landlord and Tenant.

                  9.2.     HAZARDOUS MATERIALS. If, at any time or from time to
time during the Term (or any extension thereof), any Hazardous Material (defined
below) is generated, transported, stored, used, treated or disposed of at, to,
from, on or in either or both of the Premises and the Property by, or as a
result of any act or omission of, any or all of Tenant and any or all of
Tenant's Parties (defined below): (i) Tenant shall, at its own cost, at all
times comply (and cause all others to comply) with all laws (federal, state or
local) relating to Hazardous Materials, including, but not limited to, all
Environmental Laws (defined below), and Tenant shall further, at its own cost,
obtain and maintain in full force and effect at all times all permits and other
approvals required in connection therewith; (ii) Tenant shall promptly provide
Landlord or Agent with complete copies of all communications, permits or
agreements with, from or issued by any governmental authority or agency
(federal, state or local) or any private entity relating in any way to the
presence, release, threat of release, or placement of Hazardous Materials on or
in the Premises or any portion of the Property, or the generation,
transportation, storage, use, treatment, or disposal at, on, in or from the
Premises, of any Hazardous Materials; (iii) Landlord, Agent and their respective
agents and employees shall have the right to either or both (x) enter the
Premises and (y) conduct appropriate tests for the purposes of ascertaining
Tenant's compliance with all applicable laws (including Environmental Laws),
rules or permits relating in any way to the generation, transport, storage, use,
treatment, disposal or presence of Hazardous Materials on, at, in or from all or
any portion of either or both of the Premises and the Property; and (iv) upon
written request by Landlord or Agent, Tenant shall provide Landlord with the
results of reasonably appropriate tests of air, water or soil to demonstrate
that Tenant complies with all applicable laws, rules or permits relating in any
way to the generation, transport, storage, use, treatment, disposal or presence
of Hazardous Materials on, at, in or from all or any portion of either or both
of the Premises and the Property. This SECTION 9.2 does not authorize the
generation, transportation, storage, use, treatment or disposal of any Hazardous
Materials at, to, from, on or in the Premises in contravention of this SECTION
9. Tenant covenants to investigate, clean up and otherwise remediate, at
Tenant's sole expense, any release of Hazardous Materials caused, contributed
to, or created by any or all of (A) Tenant and (B) any or all of Tenant's
officers, directors, members, managers, partners, invitees, agents, employees,
contractors or representatives ("TENANT PARTIES") during the Term. Such
investigation and remediation shall be performed only after Tenant has obtained
Landlord's prior written consent; provided, however, that Tenant shall be
entitled to respond immediately to an emergency without first obtaining such
consent. All remediation shall be performed in strict compliance with
Environmental Laws and to the reasonable satisfaction of Landlord. Tenant shall
be liable for any and all conditions covered hereby, and for all costs relating
thereto, that are caused or created by any or all of Tenant and any or all of
Tenant's Parties. Tenant shall not enter into any settlement agreement, consent
decree or other compromise with respect to any claims relating to any Hazardous
Materials in any way connected to the Premises without first obtaining
Landlord's written consent (which consent may be given or withheld in Landlord's
sole, but reasonable, discretion) and affording Landlord the reasonable
opportunity to participate in any such proceedings. As used herein, the term (x)
"ENVIRONMENTAL LAWS" shall mean any and all

                                       5


laws pertaining to Hazardous Materials or that otherwise deal with, or relate
to, air or water quality, air emissions, soil or ground conditions or other
environmental matters of any kind; and (y) "HAZARDOUS MATERIALS" shall mean any
waste, material or substance (whether in the form of liquids, solids or gases,
and whether or not airborne) that is or may be deemed to be or include a
pesticide, petroleum, asbestos, polychlorinated biphenyl, radioactive material,
urea formaldehyde or any other pollutant or contaminant that is or may be deemed
to be hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful or
injurious, or that presents a risk to public health or to the environment, and
that is or becomes regulated by any Environmental Law. The undertakings,
covenants and obligations imposed on Tenant under this SECTION 9.2 shall survive
the termination or expiration of this Lease.

         10.      INSURANCE.

                  10.1.    INSURANCE TO BE MAINTAINED BY LANDLORD. Landlord
shall maintain (a) "all-risk" property insurance policy covering the Property
(at its full replacement cost), but excluding Tenant's Property (defined below),
and (b) commercial general public liability insurance covering Landlord for
claims arising out of liability for bodily injury, death, personal injury,
advertising injury and property damage occurring in and about the Property and
otherwise resulting from any acts and operations of Landlord, its agents and
employees, and (c) rent loss insurance, all of the above with limits that are
required by any lender(s) of Landlord, or as are otherwise reasonably determined
by Landlord.

                  10.2.    INSURANCE TO BE MAINTAINED BY TENANT. Tenant shall
purchase, at its own expense, and keep in force at all times during this Lease
the policies of insurance set forth below in SECTIONS 10.2.1 and 10.2.2
(collectively, "TENANT'S POLICIES"). All Tenant's Policies shall (a) be issued
by an insurance company with a Best rating of A-X or better and otherwise
reasonably acceptable to Landlord and shall be licensed to do business in the
state in which the Property is located; (b) provide that said insurance shall
not be canceled or materially modified unless 30 days' prior written notice
shall have been given to Landlord; and (c) otherwise be in such form, and
include such coverages, as Landlord may reasonably require. All Tenant's
Policies (or, at Landlord's option, Certificates of Insurance, in a form
reasonably acceptable to Landlord, evidencing said Tenant's Policies), shall be
delivered to Landlord by Tenant upon commencement of the Lease and renewals
thereof shall be delivered at least 30 days prior to the expiration of each
Tenant's Policy. Tenant shall give prompt notice to Landlord and Agent of any
bodily injury, death, personal injury, advertising injury or property damage
occurring in and about the Property.

                           10.2.1.  GENERAL LIABILITY AND AUTO INSURANCE. Tenant
shall purchase and maintain, throughout the Term, a Tenant's Policy(ies) of (i)
commercial general or excess liability insurance, including personal injury and
property damage, in the amount of not less than $2,000,000.00 per occurrence,
and $5,000,000.00 annual general aggregate, per location; (ii) comprehensive
automobile liability insurance covering Tenant against any losses arising out of
liability for personal injuries or deaths of persons and property damage
occurring in or about the Premises in the amount of not less than $1,000,000,
combined single limit. The Tenant's Policies required by this SECTION 10.2.1
shall (a) name Landlord, Agent, and any party holding an interest to which this
Lease may be subordinated as additional insureds; (b) provide coverage on an
occurrence basis; (c) provide coverage for the indemnity obligations of Tenant
under this Lease; (d) contain a severability of insured parties provision and/or
a cross liability endorsement; (e) be primary, not contributing with, and not in
excess of, coverage that Landlord may carry; and (f) provide coverage with no
exclusion for a pollution incident arising from a hostile fire.

                           10.2.2.  PROPERTY AND WORKERS' COMPENSATION
INSURANCE. Tenant shall purchase and maintain, throughout the Term, a Tenant's
Policy or Policies of (i) "all-risk" property insurance covering Tenant's
Property (at its full replacement cost), and damage to other property resulting
from any acts or operations of Tenant, and (ii) workers' compensation insurance
per the applicable state statutes covering all employees of Tenant.

                  10.3.    WAIVER OF SUBROGATION. To the extent permitted by
law, and without affecting the coverage provided by insurance required to be
maintained hereunder, Landlord and Tenant each waive any right to recover
against the other for (a) damages to property, (b) damages to all or any portion
of either or both of the Premises and the Property, (c) claims arising by reason
of the foregoing, to the extent such damages and claims are insured against, or
required to be insured against, by Landlord or Tenant under this Lease, or (d)
claims paid by Tenant's workers' compensation carrier. This provision is
intended to waive, fully and for the benefit of each party, any rights and/or
claims which might give rise to a right of subrogation by any insurance carrier.
The coverage obtained by each party pursuant to this Lease shall include,
without limitation, a waiver of subrogation by the carrier which conforms to the
provisions of this section.

         11.      ALTERATIONS.

                  11.1.    PROCEDURAL REQUIREMENTS. Tenant may, from time to
time, at its expense, make alterations or improvements in and to the Premises
(hereinafter collectively referred to as "ALTERATIONS"), provided that Tenant
first obtains the written consent of Landlord in each instance. Landlord's
consent to Alterations shall not be unreasonably withheld, provided that: (a)
the Alterations are non-structural and the structural integrity of the Property
shall not be affected; (b) the Alterations are to the interior of the Premises;
(c) the proper functioning of the mechanical, electrical, heating, ventilating,
air-conditioning ("HVAC"), sanitary and other service systems of the Property
shall not be affected and the usage of such systems by Tenant shall not be
increased; (d) the Alterations have no adverse effect on other leased premises
in the Property; (e) Tenant shall have appropriate insurance coverage,
reasonably satisfactory to Landlord, regarding the performance and installation
of the Alterations; (f) the Alterations shall conform with all other
requirements of this Lease; and (g) Tenant shall have provided Landlord with
reasonably detailed plans for such Alterations in advance of requesting
Landlord's consent. Additionally, before proceeding with any Alterations, Tenant
shall (i) at Tenant's expense, obtain all necessary governmental permits and
certificates for the commencement and prosecution of Alterations; (ii) submit to
Agent, for Landlord's

                                       6


written approval, working drawings, plans and specifications and all permits for
the work to be done and Tenant shall not proceed with such Alterations until it
has received said approval; and (iii) cause those contractors, materialmen and
suppliers engaged to perform the Alterations to deliver to Landlord certificates
of insurance (in a form reasonably acceptable to Landlord) evidencing policies
of commercial general liability insurance (providing the same coverages as
required in SECTION 10.2.1 above) and workers' compensation insurance. Such
insurance policies shall satisfy the obligations imposed under SECTION 10.2.1(a)
through (d) and (f). After obtaining Landlord's approval to the Alterations,
Tenant shall give Landlord at least five days' prior written notice of the
commencement of any Alterations at the Premises, and Landlord may elect to
record and post notices of non-responsibility at the Premises. Notwithstanding
anything to the contrary contained in this SECTION 11.1, Landlord's consent
shall not be required for Alterations satisfying clauses (a) through (f) above
and costing $10,000.00 or less in any one instance (up to a maximum aggregate of
$25,000.00 over the Term) provided that Tenant notifies Landlord of such
Alterations prior to commencing thereon and obtains all approvals and permits
necessary for the commencement and prosecution of such Alterations.

                  11.2.    PERFORMANCE OF ALTERATIONS. Tenant shall cause the
Alterations to be performed in compliance with all applicable permits, laws and
requirements of public authorities, and with Landlord's reasonable rules and
regulations or any other restrictions that Landlord or Agent may impose on the
Alterations. Tenant shall cause the Alterations to be diligently performed in a
good and workmanlike manner, using new materials and equipment at least equal in
quality and class to the standards for the Property established by Landlord or
Agent. Tenant shall obtain all necessary permits and certificates for final
governmental approval of the Alterations and shall provide Landlord with "as
built" plans, copies of all construction contracts, governmental permits and
certificates and proof of payment for all labor and materials, including,
without limitation, copies of paid invoices and final lien waivers.

                  11.3.    LIEN PROHIBITION. Tenant shall pay when due all
claims for labor and material furnished to the Premises in connection with the
Alterations. Tenant shall not permit any mechanics or materialmen's liens to
attach to the Premises or the Property. Tenant, at its expense, shall procure
the satisfaction or discharge of record of all such liens and encumbrances
within 30 days after the filing thereof; or, within such thirty (30) day period,
Tenant shall provide Landlord, at Tenant's sole expense, with endorsements
(satisfactory, both in form and substance, to Landlord and the holder of any
mortgage or deed of trust) to the existing title insurance policies of Landlord
and the holder of any mortgage or deed of trust, insuring against the existence
of, and any attempted enforcement of, such lien or encumbrance. In the event
Tenant has not so performed, Landlord may, at its option, pay and discharge such
liens and Tenant shall be responsible to reimburse Landlord, on demand and as
Additional Rent under this Lease, for all costs and expenses incurred in
connection therewith, together with interest thereon at the rate set forth in
SECTION 22.3, which expenses shall include reasonable fees of attorneys of
Landlord's choosing, and any costs in posting bond to effect discharge or
release of the lien as an encumbrance against the Premises or the Property.

         12.      LANDLORD'S AND TENANT'S PROPERTY.

                  12.1.    LANDLORD'S PROPERTY. Subject to SECTION 12.2, all
fixtures, machinery, equipment, improvements and appurtenances attached to, or
built into, the Premises at the commencement of, or during the Term, whether or
not placed there by or at the expense of Tenant, shall become and remain a part
of the Premises; shall be deemed the property of Landlord (the "LANDLORD'S
PROPERTY"), without compensation or credit to Tenant; and shall not be removed
by Tenant at the Expiration Date unless Landlord requests their removal.
Further, any personal property in the Premises on the Commencement Date, movable
or otherwise, unless installed and paid for by Tenant, shall be and shall remain
the property of Landlord and shall not be removed by Tenant. In no event shall
Tenant remove any of the following materials or equipment without Landlord's
prior written consent (which consent may be given or withheld in Landlord's sole
discretion): any power wiring or power panels, lighting or lighting fixtures,
wall or window coverings, carpets or other floor coverings, heaters, air
conditioners or any other HVAC equipment, fencing or security gates, or other
similar building operating equipment and decorations.

                  12.2.    TENANT'S PROPERTY. All movable non-structural
partitions, business and trade fixtures, machinery and equipment, communications
equipment and office equipment that are installed in the Premises by, or for the
account of, Tenant and without expense to Landlord and that can be removed
without structural damage to the Property, and all furniture, furnishings and
other articles of movable personal property owned by Tenant and located in the
Premises (collectively, the "TENANT'S PROPERTY") shall be and shall remain the
property of Tenant and may be removed by Tenant at any time during the Term,
provided Tenant repairs or pays the cost of repairing any damage to the Premises
or to the Property resulting from the installation and/or removal thereof. At or
before the Expiration Date, or the date of any earlier termination, Tenant, at
its expense, shall remove from the Premises all of Tenant's Property and any
Alterations (except such items thereof as constitute Landlord's Property; or as
Landlord shall have expressly permitted, in writing, to remain, which property
shall become the property of Landlord), and Tenant shall repair (to Landlord's
reasonable satisfaction) any damage to the Premises or the Property resulting
from any installation and/or removal of Tenant's Property. Any other items of
Tenant's Property that shall remain in the Premises after the Expiration Date,
or following an earlier termination date, may, at the option of Landlord, be
deemed to have been abandoned, and in such case, such items may be retained by
Landlord as its property or be disposed of by Landlord, in Landlord's sole and
absolute discretion and without accountability, at Tenant's expense.
Notwithstanding the foregoing, if Tenant is in default under the terms of this
Lease, Tenant may remove Tenant's Property from the Premises only upon the
express written direction of Landlord.

         13.      REPAIRS AND MAINTENANCE.

                  13.1.    TENANT REPAIRS AND MAINTENANCE.

                                       7


                           13.1.1.  TENANT RESPONSIBILITIES. Throughout the
Term, Tenant shall, at its sole cost and expense: (i) both (x) maintain and
preserve, in first-class condition (subject to normal and customary wear and
tear), and (y) perform any and all repairs and replacements required in order to
so maintain and preserve, in first class condition, the Premises and the
fixtures and appurtenances therein (including, but not limited to, the Premises'
plumbing and HVAC systems, all doors, overhead or otherwise, glass and levelers
located in the Premises or otherwise available in the Property for Tenant's sole
use; and excluding, however, only those specific components of the Premises for
which Landlord is expressly responsible under SECTION 13.2); and (ii) except to
the extent Landlord elects to repair and maintain the HVAC systems as part of
General Maintenance Services (as hereinafter defined), maintain, in full force
and effect, a preventative maintenance and service contract with a reputable
service provider for maintenance of the HVAC systems of the Premises (the "HVAC
MAINTENANCE CONTRACT"). The terms and provisions of any such HVAC Maintenance
Contract shall require that the service provider maintain the Premises' HVAC
system in accordance with the manufacturer's recommendations and otherwise in
accordance with normal, customary and reasonable practices in the geographic
area in which the Premises is located and for HVAC systems comparable to the
Premises' HVAC system.

                           In addition to Tenant's obligations under (i) and
(ii) above, Tenant shall also be responsible for all costs and expenses incurred
to perform any and all repairs and replacements (whether structural or
non-structural; interior or exterior; and ordinary or extraordinary), in and to
the Premises and the Property and the facilities and systems thereof, if and to
the extent that the need for such repairs or replacements arises directly or
indirectly from any or all of: (a) the performance or existence of any
Alterations, (b) the installation, use or operation of Tenant's Property in the
Premises, (c) the moving of Tenant's Property in or out of the Property, and (d)
any act, omission, misuse, or neglect of Tenant, any of its subtenants, or
others entering into the Premises by act or omission of Tenant or any subtenant.
Any repairs or replacements required to be made by Tenant to any or all of the
structural components of the Property and the mechanical, electrical, sanitary,
HVAC, or other systems of the Property or Premises shall be performed by
appropriately licensed contractors approved by Landlord, which approval shall
not be unreasonably withheld. All such repairs or replacements shall be subject
to the supervision and control of Landlord, and all repairs and replacements
shall be made with materials of equal or better quality than the items being
repaired or replaced.

                           13.1.2.  GENERAL MAINTENANCE SERVICES.
Notwithstanding any of the foregoing, however, from time to time during the
Term, Landlord may elect, in its sole discretion and by delivery of written
notice to Tenant, to perform on behalf of Tenant, all or some portion of the
repairs, maintenance, restoration and replacement in and to the Premises
required to be performed by Tenant under this Lease (any such repairs,
maintenance, restoration and/or replacement activities that Landlord elects to
perform on behalf of Tenant are herein collectively referred to as "GENERAL
MAINTENANCE SERVICES"). Tenant shall reimburse Landlord for the cost or value of
all General Maintenance Services provided by Landlord as Additional Rent,
simultaneously with the payment of Operating Expenses as part of Estimated
Additional Rent (on a monthly estimated basis subject to annual reconciliation,
as described in SECTION 3.3 above). Unless and until Landlord affirmatively
elects to provide General Maintenance Services, nothing contained herein shall
be construed to obligate Landlord to perform any General Maintenance Services
or, except as otherwise expressly provided in SECTION 13.2, to repair, maintain,
restore or replace any portion of the Premises. Landlord may from time to time,
in its sole discretion, (x) reduce or expand the scope of the General
Maintenance Services that Landlord has elected to provide or (y) revoke its
election to provide any or all of the General Maintenance Services, in either
event, upon delivery of not less than thirty (30) days' prior written notice to
Tenant

                           13.1.3.  HVAC MAINTENANCE CONTRACT. If Landlord does
not elect to repair and maintain the HVAC systems as part of General Maintenance
Services, or revokes such election at any time after having made such election,
then, within 30 days following either (a) the Commencement Date or (b) the date
on which Landlord advises Tenant that Landlord will no longer provide General
Maintenance Services for the HVAC system, whichever date is applicable, Tenant
shall procure and deliver to Landlord the HVAC Maintenance Contract. Thereafter,
Tenant shall provide to Landlord a copy of renewals or replacements of such HVAC
Maintenance Contract no later than 30 days prior to the then-applicable expiry
date of the existing HVAC Maintenance Contract. If Tenant fails to timely
deliver to Landlord the HVAC Maintenance Contract (or any applicable renewal or
replacement thereof), then Landlord shall have the right to contract directly
for the periodic maintenance of the HVAC systems in the Premises and to charge
the cost thereof back to Tenant as Additional Rent.

                  13.2.    LANDLORD REPAIRS. Notwithstanding anything contrary
herein, Landlord shall repair, replace and restore the foundation, exterior and
interior load-bearing walls, roof structure and roof covering and tuckpointing
of the Property; provided, however, that (i) all costs and expenses so incurred
by Landlord to repair, replace and restore the above items shall constitute
Operating Expenses; provided, however, that with respect to any costs incurred
in the replacement context, those costs shall not constitute an Operating
Expense except to the extent that such costs so qualify under SECTION
3.1.1(vii); and (ii) notwithstanding (i) above, in the event that any such
repair, replacement or restoration is necessitated by any or all of the matters
set forth in SECTIONS 13.1(a) through (d) above (collectively, "TENANT
NECESSITATED REPAIRS"), then Tenant shall be required to reimburse Landlord for
all costs and expenses that Landlord incurs in order to perform such Tenant
Necessitated Repairs, and such reimbursement shall be paid, in full, within 10
days after Landlord's delivery of demand therefor. Landlord agrees to commence
the repairs, replacements or restoration described in this SECTION 13.2 within a
reasonable period of time after receiving from Tenant written notice of the need
for such repairs.

         14.      UTILITIES. Tenant shall purchase all utility services and
shall provide for scavenger, cleaning and extermination services. As provided in
SECTION 3.1.1. above, utility charges are included within Operating Expenses;
therefore, when and as Tenant pays estimated Operating Expenses, those estimated
monthly payments shall include monthly estimated installments of utility
charges; nevertheless, at Landlord's election or with Landlord's consent, Tenant
may pay the utility charges for its Premises directly to the utility or
municipality

                                       8


providing such service, and in that event: (a) all charges shall be paid by
Tenant before they become delinquent; and (b) utility charges for the Premises
shall not be included in estimated Operating Expenses. Tenant shall be solely
responsible for the repair and maintenance of any meters necessary in connection
with such services. Tenant's use of electrical energy in the Premises shall not,
at any time, exceed the capacity of either or both of (i) any of the electrical
conductors and equipment in or otherwise servicing the Premises; and (ii) the
HVAC systems of either or both of the Premises and the Property.

         15.      INVOLUNTARY CESSATION OF SERVICES. Landlord reserves the
right, without any liability to Tenant and without affecting Tenant's covenants
and obligations hereunder, to stop service of any or all of the HVAC, electric,
sanitary, elevator (if any), and other systems serving the Premises, or to stop
any other services required by Landlord under this Lease, whenever and for so
long as may be necessary by reason of (i) accidents, emergencies, strikes, or
the making of repairs or changes which Landlord or Agent, in good faith, deems
necessary or (ii) any other cause beyond Landlord's reasonable control. Further,
it is also understood and agreed that Landlord or Agent shall have no liability
or responsibility for a cessation of services to the Premises or to the Property
that occurs as a result of causes beyond Landlord's or Agent's reasonable
control. No such interruption of service shall be deemed an eviction or
disturbance of Tenant's use and possession of the Premises or any part thereof,
or render Landlord or Agent liable to Tenant for damages, or relieve Tenant from
performance of Tenant's obligations under this Lease, including, but not limited
to, the obligation to pay Rent; provided, however, that if any interruption of
services persists for a period in excess of five (5) consecutive business days
Tenant shall, as Tenant's sole remedy, be entitled to a proportionate abatement
of Rent to the extent, if any, of any actual loss of use of the Premises by
Tenant.

         16.      LANDLORD'S RIGHTS. Landlord, Agent and their respective
agents, employees and representatives shall have the right to enter and/or pass
through the Premises at any time or times upon reasonable prior notice (except
in the event of emergency): (a) to examine and inspect the Premises and to show
them to actual and prospective lenders, prospective purchasers or mortgagees of
the Property or providers of capital to Landlord and its affiliates; and (b) to
make such repairs, alterations, additions and improvements in or to all or any
portion of either or both of the Premises and the Property, or the Property's
facilities and equipment as Landlord is required or desires to make. Landlord
and Agent shall be allowed to take all materials into and upon the Premises that
may be required in connection with any repairs, alterations, additions or
improvements, without any liability to Tenant and without any reduction or
modification of Tenant's covenants and obligations hereunder; provided, however,
that Landlord shall use reasonable efforts to limit interference with Tenant's
business operations and Tenant's occupancy and use of the Premises. During the
period of six months prior to the Expiration Date (or at any time, if Tenant has
vacated or abandoned the Premises or is otherwise in default under this Lease),
Landlord and its agents may exhibit the Premises to prospective tenants.
Additionally, Landlord and Agent shall have the following rights with respect to
the Premises, exercisable without notice to Tenant, without liability to Tenant,
and without being deemed an eviction or disturbance of Tenant's use or
possession of the Premises or giving rise to any claim for setoff or abatement
of Rent: (i) to designate and approve, prior to installation, all types of
signs; (ii) to have pass keys, access cards, or both, to the Premises; and (iii)
to decorate, remodel, repair, alter or otherwise prepare the Premises for
reoccupancy at any time after Tenant vacates or abandons the Premises for more
than 30 consecutive days or without notice to Landlord of Tenant's intention to
reoccupy the Premises.

         17.      NON-LIABILITY AND INDEMNIFICATION.

                  17.1.    NON-LIABILITY. Except as provided in SECTION 17.2.2,
none of Landlord, Agent, any other managing agent, or their respective
affiliates, owners, partners, directors, officers, agents and employees shall be
liable to Tenant for any loss, injury, or damage, to Tenant or to any other
person, or to its or their property, irrespective of the cause of such injury,
damage or loss. Further, except as provided in SECTION 17.2.2, none of Landlord,
Agent, any other managing agent, or their respective affiliates, owners,
partners, directors, officers, agents and employees shall be liable to Tenant
(a) for any damage caused by other tenants or persons in, upon or about the
Property, or caused by operations in construction of any public or quasi-public
work; (b) with respect to matters for which Landlord is liable, for
consequential or indirect damages purportedly arising out of any loss of use of
the Premises or any equipment or facilities therein by Tenant or any person
claiming through or under Tenant; (c) any defect in the Premises or the
Property; (d) injury or damage to person or property caused by fire, or theft,
or resulting from the operation of heating or air conditioning or lighting
apparatus, or from falling plaster, or from steam, gas, electricity, water,
rain, snow, ice, or dampness, that may leak or flow from any part of the
Property, or from the pipes, appliances or plumbing work of the same.

                  17.2.    INDEMNIFICATION.

                           17.2.1.  TENANT INDEMNIFICATION. Tenant hereby
indemnifies, defends, and holds Landlord, Agent and their respective affiliates,
owners, partners, directors, officers, agents and employees (collectively,
"LANDLORD INDEMNIFIED PARTIES") harmless from and against any and all Losses
(defined below) arising from or in connection with any or all of: (a) the
conduct or management of either or both the Property and the Premises or any
business therein, or any work or Alterations done, or any condition created by
any or all of Tenant and Tenant's Parties in or about the Premises during the
Term or during the period of time, if any, prior to the Commencement Date that
Tenant is given access to the Premises; (b) any act, omission or negligence of
any or all of Tenant and Tenant's Parties; (c) any accident, injury or damage
whatsoever (unless caused by Landlord's negligence) occurring in, at or upon
either or both of the Property and the Premises and caused by any or all of
Tenant and Tenant's Parties; (d) any breach by Tenant of any of its warranties
and representations under this Lease; (e) any actions necessary to protect
Landlord's interest under this Lease in a bankruptcy proceeding or other
proceeding under the Bankruptcy Code; (f) any violation or alleged violation by
any or all of Tenant and Tenant's Parties of any Law including, without
limitation, any Environmental Law; (g) any breach of the provisions of SECTION 9
by any or all of Tenant and Tenant's Parties; (h) claims for work or labor
performed or materials supplies

                                       9


furnished to or at the request of any or all of Tenant and Tenant's Parties; (i)
claims arising from any breach or default on the part of Tenant in the
performance of any covenant contained in this Lease; (j) any Hazardous Materials
used, exposed, omitted, released, discharged, generated, manufactured, sold,
transported, handled, stored, treated, reused, presented, disposed of or
recycled in, at, near or under all or any portion of the Premises as a result of
the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the
violation of any Environmental Law or any permit, application or consent
required in connection with any Environmental Law by any or all of Tenant and
Tenant's Parties with respect to the Premises during the Term, excluding,
however, any violation of any Environmental Law resulting directly from the acts
or omissions of Landlord and Landlord's employees, agents and contractors
(collectively, "TENANT'S INDEMNIFIED MATTERS"). In case any action or proceeding
is brought against any or all of Landlord and the Landlord Indemnified Parties
by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any
or all of Landlord, Agent or any Superior Party (defined below), shall resist
and defend such action or proceeding by counsel reasonably satisfactory to, or
selected by, Landlord. The term "LOSSES" shall mean all claims, demands,
expenses, actions, judgments, damages (actual, but not consequential),
penalties, fines, liabilities, losses of every kind and nature (including,
without limitation, property damage, diminution in value of Landlord's interest
in the Premises or the Property, damages for the loss or restriction on use of
any space or amenity within the Premises or the Property, damages arising from
any adverse impact on marketing space in the Property, sums paid in settlement
of claims and any costs and expenses associated with injury, illness or death to
or of any person), suits, administrative proceedings, costs and fees, including,
without limitation, attorneys' and consultants' reasonable fees and expenses,
and the costs of cleanup, remediation, removal and restoration, that are in any
way related to any matter covered by the foregoing indemnity. The provisions of
this SECTION 17.2.1 shall survive the expiration or termination of this Lease.

                           17.2.2.  LANDLORD INDEMNIFICATION. Landlord hereby
indemnifies, defends and holds Tenant harmless from and against any and all
Losses actually suffered or incurred by Tenant as the sole and direct result of
any negligent, willful or intentional acts or omissions of any or all of
Landlord, Agent and any parties within the direct and sole control of either or
both of Landlord and Agent. In the event that any action or proceeding is
brought against Tenant, and the foregoing indemnity is applicable to such action
or proceeding, then Landlord, upon notice from Tenant, shall resist and defend
such action or proceeding by counsel reasonably satisfactory to Tenant.
Notwithstanding anything to the contrary set forth in this Lease, however, in
all events and under all circumstances, the liability of Landlord to Tenant
shall be limited to the interest of Landlord in the Property, and Tenant agrees
to look solely to Landlord's interest in the Property for the recovery of any
judgment or award against Landlord, it being intended that Landlord shall not be
personally liable for any judgment or deficiency. The provisions of this SECTION
17.2.2 shall survive the expiration or termination of this Lease.

                  17.3.    FORCE MAJEURE. The obligations of Tenant hereunder
shall not be affected, impaired or excused, and Landlord shall have no liability
whatsoever to Tenant, with respect to any act, event or circumstance arising out
of (a) Landlord's failure to fulfill, or delay in fulfilling any of its
obligations under this Lease by reason of labor dispute, governmental preemption
of property in connection with a public emergency or shortages of fuel,
supplies, or labor, or any other cause, whether similar or dissimilar, beyond
Landlord's reasonable control; or (b) any failure or defect in the supply,
quantity or character of utilities furnished to the Premises, or by reason of
any requirement, act or omission of any public utility or others serving the
Property, beyond Landlord's reasonable control.

         18.      DAMAGE OR DESTRUCTION.

                  18.1.    NOTIFICATION AND REPAIR. Tenant shall give prompt
notice to Landlord and Agent of (a) any fire or other casualty to the Premises
or the Property, and (b) any damage to, or defect in, any part or appurtenance
of the Property's sanitary, electrical, HVAC, elevator or other systems located
in or passing through the Premises or any part thereof. Tenant shall be liable
for any claim, loss, damage, cost or expense resulting from Tenant's failure to
give Landlord the foregoing notice in a timely manner. Subject to the provisions
of SECTION 18.3 below, if either or both of the Property and the Premises is
damaged by fire or other insured, Landlord shall repair (or cause Agent to
repair) the damage and restore and rebuild the Property and/or the Premises
(except for Tenant's Property) with reasonable dispatch after (x) notice to it
of the damage or destruction and (y) the adjustment of the insurance proceeds
attributable to such damage. Subject to the provisions of SECTION 18.3 below,
Tenant shall not be entitled to terminate this Lease and no damages,
compensation or claim shall be payable by Landlord for purported inconvenience,
loss of business or annoyance arising from any repair or restoration of any
portion of the Premises or of the Property pursuant to this Section. Landlord
(or Agent, as the case may be) shall use its diligent, good faith efforts to
make such repair or restoration promptly and in such manner as not to
unreasonably interfere with Tenant's use and occupancy of the Premises, but
Landlord or Agent shall not be required to do such repair or restoration work
except during normal business hours of business days.

                  18.2.    RENTAL ABATEMENT. Provided that any damage to either
or both of the Property and the Premises is not caused by, or is not the result
of acts or omissions by, any or all of Tenant and Tenant's Parties, if (a) the
Property is damaged by fire or other casualty thereby causing the Premises to be
inaccessible or (b) the Premises are partially damaged by fire or other
casualty, the Rent shall be proportionally abated to the extent of any actual
loss of use of the Premises by Tenant.

                  18.3.    TOTAL DESTRUCTION. If the Property or the Premises
shall be totally destroyed by fire or other casualty, or if the Property shall
be so damaged by fire or other casualty that (in the reasonable opinion of a
reputable contractor or architect designated by Landlord): (i) its repair or
restoration requires more than 180 days or (ii) such repair or restoration
requires the expenditure of more than 50% of the full insurable value of the
Property immediately prior to the casualty or (iii) the damage (x) is less than
the amount stated in (ii) above, but more than 10% of the full insurable value
of the Property; and (y) occurs during the last year of the then current Lease
Term, Landlord and Tenant shall each have the option to terminate this Lease (by
so advising the other, in writing) within

                                       10


10 days after said contractor or architect delivers written notice of its
opinion to Landlord and Tenant, but in all events prior to the commencement of
any restoration of the Premises or the Property by Landlord. In such event, the
termination shall be effective as of the date upon which either Landlord or
Tenant, as the case may be, receives timely written notice from the other
terminating this Lease pursuant to the preceding sentence. If neither Landlord
nor Tenant timely delivers a termination notice, this Lease shall remain in full
force and effect. Notwithstanding the foregoing, if (A) any holder of a mortgage
or deed of trust encumbering the Property or landlord pursuant to a ground lease
encumbering the Property (collectively, "SUPERIOR PARTIES") or other party
entitled to the insurance proceeds fails to make such proceeds available to
Landlord in an amount sufficient for restoration of the Premises or the
Property, or (B) the issuer of any casualty insurance policies on the Property
fails to make available to Landlord sufficient proceeds for restoration of the
Premises or the Property, then Landlord may, at Landlord's sole option,
terminate this Lease by giving Tenant written notice to such effect within 30
days after Landlord receives notice from the Superior Party or insurance
company, as the case may be, that such proceeds shall not be made available, in
which event the termination of this Lease shall be effective as of the date
Tenant receives written notice from Landlord of Landlord's election to terminate
this Lease. Landlord shall have no liability to Tenant, and Tenant shall not be
entitled to terminate this Lease by virtue of any delays in completion of
repairs and restoration. For purposes of this SECTION 18.3 only, "FULL INSURABLE
VALUE" shall mean replacement cost, less the cost of footings, foundations and
other structures below grade.

                  18.4.    INSURANCE PROCEEDS. Landlord shall not be obligated
to expend in repairs and restoration an amount in excess of the proceeds of
insurance recovered with respect to any casualty. Tenant acknowledges that
Landlord shall be entitled to the full proceeds of any insurance coverage,
whether carried by Landlord or Tenant, for damage to either or both of the
Premises and the Property (excluding any proceeds for damage to Tenant's
Property). In the event that either or both of the Premises and the Property are
not repaired or reconstructed, all proceeds of insurance (excluding any proceeds
covering Tenant's Property), whether carried by Landlord or Tenant, shall be
payable to Landlord. Landlord's duty to repair the Premises and the Property
(excluding Tenant's Property) is limited to repairing the Premises to the
condition existing immediately prior to such fire or other casualty.

         19.      EMINENT DOMAIN. If the whole, or any substantial (as
reasonably determined by Landlord) portion, of the Property is taken or
condemned for any public use under any Law or by right of eminent domain, or by
private purchase in lieu thereof, and such taking would prevent or materially
interfere with the Permitted Use of the Premises, this Lease shall terminate
effective when the physical taking of said Premises occurs. If less than a
substantial portion of the Property is so taken or condemned, or if the taking
or condemnation is temporary (regardless of the portion of the Property
affected), this Lease shall not terminate, but the Rent payable hereunder shall
be proportionally abated to the extent of any actual loss of use of the Premises
by Tenant. Landlord shall be entitled to any and all payment, income, rent or
award, or any interest therein whatsoever, which may be paid or made in
connection with such a taking or conveyance, and Tenant shall have no claim
against Landlord for the value of any unexpired portion of this Lease.
Notwithstanding the foregoing, any compensation specifically and independently
awarded to Tenant for loss of business or goodwill, or for its personal
property, shall be the property of Tenant.

         20.      SURRENDER AND HOLDOVER. On the last day of the Term, or upon
any earlier termination of this Lease, or upon any re-entry by Landlord upon the
Premises, (a) Tenant shall quit and surrender the Premises to Landlord
"broom-clean" and in good order, condition and repair (as defined by EXHIBIT C,
attached hereto and incorporated herein by reference), except for ordinary wear
and tear and such damage or destruction as Landlord is required to repair or
restore under this Lease, (b) Tenant shall remove all of Tenant's Property
therefrom, except as otherwise expressly provided in this Lease, and (c) Tenant
shall surrender to Landlord any and all keys, access cards, computer codes or
any other items used to access the Premises. Landlord shall be permitted to
inspect the Premises in order to verify compliance with this SECTION 20 at any
time prior to (x) the Expiration Date, (y) the effective date of any earlier
termination of this Lease, or (z) the surrender date otherwise agreed to in
writing by Landlord and Tenant. The obligations imposed under the first sentence
of this SECTION 20 shall survive the termination or expiration of this Lease. If
any repairs are required to be performed in, to or at the Premises (pursuant to
the first sentence of this SECTION 20 or any other applicable provision of this
Lease) upon the expiration or termination of the Term, Tenant shall cause such
repairs to be performed, to Landlord's reasonable satisfaction, within 10
business days after the date on which this Lease is terminated or expired. If
Tenant fails to timely comply with the preceding sentence, then Landlord shall
have the right to cause the repairs to be performed, at Tenant's expense, and
all such expenses so incurred by Landlord shall bear interest (at the rate
specified in the second sentence of SECTION 22.3) from the date the expense is
incurred until the date paid, in full, by Tenant (inclusive of interest). If
Tenant remains in possession after the Expiration Date hereof or after any
earlier termination date of this Lease or of Tenant's right to possession: (i)
Tenant shall be deemed a tenant-at-will; (ii) Tenant shall pay 150% of the
aggregate of the Base Rent and Additional Rent last prevailing hereunder, and
also shall pay all actual damages sustained by Landlord, directly by reason of
Tenant's remaining in possession after the expiration or termination of this
Lease; (iii) there shall be no renewal or extension of this Lease by operation
of law; and (iv) the tenancy-at-will may be terminated by either party hereto
upon 30 days' prior written notice given by the terminating party to the
non-terminating party. The provisions of this SECTION 20 shall not constitute a
waiver by Landlord of any re-entry rights of Landlord provided hereunder or by
law.

         21.      EVENTS OF DEFAULT.

                  21.1.    BANKRUPTCY OF TENANT It shall be a default by Tenant
under this Lease if Tenant makes an assignment for the benefit of creditors, or
files a voluntary petition under any state or federal bankruptcy or insolvency
law, or an involuntary petition alleging an act of bankruptcy or insolvency is
filed against Tenant under any state or federal bankruptcy or insolvency law
that is not dismissed within 90 days, or whenever a petition is filed by or
against (to the extent not dismissed within 90 days) Tenant under the
reorganization provisions of the United States Bankruptcy Code or under the
provisions of any state or federal law of like import, or whenever a petition

                                       11


shall be filed by Tenant under the arrangement provisions of the United States
Bankruptcy Code or similar state or federal law, or whenever a receiver of
Tenant, or of, or for, the property of Tenant shall be appointed, or Tenant
admits it is insolvent or is not able to pay its debts as they mature.

                  21.2.    DEFAULT PROVISIONS. Each of the following shall
constitute a default by Tenant under this Lease: (a) if Tenant fails to pay Rent
or any other payment when due hereunder within five days after written notice
from Landlord of such failure to pay on the due date; provided, however, that if
in any consecutive 12 month period, Tenant shall, on two (2) separate occasions,
fail to pay any installment of Rent on the date such installment of Rent is due,
then, on the third such occasion and on each occasion thereafter on which Tenant
shall fail to pay an installment of Rent on the date such installment of Rent is
due, Landlord shall be relieved from any obligation to provide notice to Tenant,
and Tenant shall then no longer have a five day period in which to cure any such
failure; or (b) if Tenant fails, whether by action or inaction, to timely comply
with, or satisfy, any or all of the obligations imposed on Tenant under this
Lease (other than the obligation to pay Rent) for a period of 30 days after
Landlord's delivery to Tenant of written notice of such default under this
SECTION 21.2(b); provided, however, that if the default cannot, by its nature,
be cured within such 30 day period, but Tenant commences and diligently pursues
a cure of such default promptly within the initial 30 day cure period, then
Landlord shall not exercise its remedies under SECTION 22 unless such default
remains uncured for more than 60 days after the initial delivery of Landlord's
original default notice; or (c) Tenant vacates or abandons the Premises during
the Term.

         22.      RIGHTS AND REMEDIES.

                  22.1.    LANDLORD'S CURE RIGHTS UPON DEFAULT OF TENANT. If
Tenant defaults in the performance of any of its obligations under this Lease,
and fails to cure such default on a timely basis (pursuant to SECTION 21.2),
Landlord, without thereby waiving such default, may (but shall not be obligated
to) perform the same for the account, and at the expense of, Tenant.

                  22.2.    LANDLORD'S REMEDIES. In the event of any default by
Tenant under this Lease, Landlord, at its option, and after any applicable
notice and cure period (as required pursuant to SECTION 21.2), but without
additional notice or demand from Landlord, if any, as provided in SECTION 21.2
has expired, may, in addition to all other rights and remedies provided in this
Lease, or otherwise at law or in equity: (a) terminate this Lease and Tenant's
right of possession of the Premises; or (b) terminate Tenant's right of
possession of the Premises without terminating this Lease; provided, however,
that Landlord may, whether Landlord elects to proceed under Subsections (a) or
(b) above, relet the Premises, or any part thereof for the account of Tenant,
for such rent and term and upon such terms and conditions as are acceptable to
Landlord. In addition, for purposes of any reletting, Landlord is authorized to
decorate, repair, alter and improve the Premises to the extent deemed necessary
by Landlord, in its sole discretion. In the event of the termination of this
Lease by Landlord pursuant to (a) above, Landlord shall be entitled to recover
from Tenant (i) all damages and other sums that Landlord is entitled to recover
under any provision of this Lease or at law or in equity, including, but not
limited to, all fixed dollar amounts of Base Rent and Additional Rent accrued
and unpaid for the period up to and including such termination date; (ii) all
other additional sums payable by Tenant, or for which Tenant is liable, or in
respect of which Tenant has agreed to indemnify Landlord, under any of the
provisions of this Lease, that may be then owing and unpaid; (iii) all costs and
expenses (including, without limitation, court costs and attorneys' reasonable
fees) incurred by Landlord in the enforcement of its rights and remedies under
this Lease; and (iv) any damages provable by Landlord as a matter of law
including, without limitation, an amount equal to the positive difference, if
any, between (x) the discounted present value (at 6% per annum) of the Base Rent
provided to be paid for the remainder of the Term (measured from the effective
termination date of this Lease) and (y) the fair market rental value of the
Leased Premises (determined at the date of termination of this Lease) after
deduction (from such fair market rental value) of the projected costs and
expenses of reletting the Premises (including the anticipated costs of repairs,
alterations, improvements, additions, legal fees and brokerage commissions) as
reasonably estimated by Landlord. If Landlord elects to pursue its rights and
remedies under Subsection (b) above, and the Premises are relet and a sufficient
sum is not realized therefrom, then to satisfy the payment, when due, of Base
Rent and Additional Rent reserved under the Lease for any monthly period (after
payment of all Landlord's reasonable expenses of reletting), Tenant shall, in
Landlord's sole judgment, either (i) pay any such deficiency monthly or (ii) pay
such deficiency on an accelerated basis, which accelerated deficiency shall be
discounted at a rate of 6% per annum. If Landlord elects to pursue its rights
and remedies under Subsection (b) above, and Landlord fails to relet the
Premises, then Tenant shall pay to Landlord the sum of (x) the projected costs
of Landlord's expenses of reletting (including the anticipated costs of repairs,
alterations, improvements, additions, legal fees and brokerage commissions) as
reasonably estimated by Landlord and (y) the accelerated amount of Base Rent and
Additional Rent due under the Lease for the balance of the Term, discounted to
present value at a rate of 6% per annum. Tenant agrees that Landlord may file
suit to recover any sums due to Landlord hereunder from time to time and that
such suit or recovery of any amount due Landlord hereunder shall not be any
defense to any subsequent action brought for any amount not theretofore reduced
to judgment in favor of Landlord. If Landlord elects to pursue its rights and
remedies under Subsection (b), then Landlord shall at any time have the further
right and remedy to rescind such election and pursue its rights and remedies
under Subsection (a). In the event Landlord elects, pursuant to clause (b) of
this SECTION 22.2, to terminate Tenant's right of possession only, without
terminating this Lease, Landlord may, at Landlord's option, enter into the
Premises, remove Tenant's Property, Tenant's signs and other evidences of
tenancy, and take and hold possession thereof, as provided in SECTION 20 hereof;
provided, however, that such entry and possession shall not terminate this Lease
or release Tenant, in whole or in part, from Tenant's obligation to pay the Base
Rent and Additional Rent reserved hereunder for the full Term, or from any other
obligation of Tenant under this Lease. Any and all property that may be removed
from the Premises by Landlord pursuant to the authority of the Lease or of law,
to which Tenant is or may be entitled, may be handled, removed or stored by
Landlord at the sole risk, cost and expense of Tenant, and in no event or
circumstance shall Landlord be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control.

                                       12


Any such property of Tenant not retaken from storage by Tenant within 30 days
after the end of the Term, however terminated, shall be conclusively presumed to
have been conveyed by Tenant to Landlord under this Lease as in a bill of sale,
without further payment or credit by Landlord to Tenant.

                  22.3.    ADDITIONAL RIGHTS OF LANDLORD. Any and all costs,
expenses and disbursements, of any kind or nature, incurred by Landlord or Agent
in connection with the enforcement of any and all of the terms and provisions of
this Lease, including attorneys' reasonable fees (through all appellate
proceedings), shall be due and payable (as Additional Rent) upon Landlord's
submission of an invoice therefor. All sums advanced by Landlord or Agent on
account of Tenant under this Section, or pursuant to any other provision of this
Lease, and all Base Rent and Additional Rent, if delinquent or not paid by
Tenant and received by Landlord when due hereunder, shall bear interest at the
rate of 5% per annum above the "prime" or "reference" or "base" rate (on a per
annum basis) of interest publicly announced as such, from time to time, by the
Bank One, or its successor ("DEFAULT INTEREST"), from the due date thereof until
paid, and such interest shall be and constitute Additional Rent and be due and
payable upon Landlord's or Agent's submission of an invoice therefor. The
various rights, remedies and elections of Landlord reserved, expressed or
contained herein are cumulative and no one of them shall be deemed to be
exclusive of the others or of such other rights, remedies, options or elections
as are now or may hereafter be conferred upon Landlord by law.

                  22.4.    EVENT OF BANKRUPTCY. In addition to, and in no way
limiting the other remedies set forth herein, Landlord and Tenant agree that if
Tenant ever becomes the subject of a voluntary or involuntary bankruptcy,
reorganization, composition, or other similar type proceeding under the federal
bankruptcy laws, as now enacted or hereinafter amended, then: (a) "adequate
assurance of future performance" by Tenant pursuant to Bankruptcy Code Section
365 will include (but not be limited to) payment of an additional/new security
deposit in the amount of three times the then current Base Rent payable
hereunder; (b) any person or entity to which this Lease is assigned, pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations of Tenant arising under this Lease
on and after the effective date of such assignment, and any such assignee shall,
upon demand by Landlord, execute and deliver to Landlord an instrument
confirming such assumption of liability; (c) notwithstanding anything in this
Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord
under this Lease, whether or not expressly denominated as "Rent", shall
constitute "rent" for the purposes of Section 502(b)(6) of the Bankruptcy Code;
and (d) if this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, any and all monies or other considerations
payable or otherwise to be delivered to Landlord or Agent (including Base Rent,
Additional Rent and other amounts hereunder), shall be and remain the exclusive
property of Landlord and shall not constitute property of Tenant or of the
bankruptcy estate of Tenant. Any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord or Agent shall be held in trust by Tenant or Tenant's
bankruptcy estate for the benefit of Landlord and shall be promptly paid to or
turned over to Landlord.

         23.      BROKER. Tenant covenants, warrants and represents that the
broker set forth in SECTION 1.9(A) was the only broker to represent Tenant in
the negotiation of this Lease ("TENANT'S BROKER"). Landlord covenants, warrants
and represents that the broker set forth in SECTION 1.9(B) was the only broker
to represent Landlord in the negotiation of this Lease ("LANDLORD'S BROKER").
Landlord shall be solely responsible for paying the commission of Landlord's
Broker. Each party agrees to and hereby does defend, indemnify and hold the
other harmless against and from any brokerage commissions or finder's fees or
claims therefor by a party claiming to have dealt with the indemnifying party
and all costs, expenses and liabilities in connection therewith, including,
without limitation, reasonable attorneys' fees and expenses, for any breach of
the foregoing. The foregoing indemnification shall survive the termination or
expiration of this Lease.

         24.      MISCELLANEOUS.

                  24.1.    MERGER. All prior understandings and agreements
between the parties are merged in this Lease, which alone fully and completely
expresses the agreement of the parties. No agreement shall be effective to
modify this Lease, in whole or in part, unless such agreement is in writing, and
is signed by the party against whom enforcement of said change or modification
is sought.

                  24.2.    NOTICES. Any notice required to be given by either
party pursuant to this Lease, shall be in writing and shall be deemed to have
been properly given, rendered or made only if personally delivered, or if sent
by Federal Express or other comparable commercial overnight delivery service,
addressed to the other party at the addresses set forth below (or to such other
address as Landlord or Tenant may designate to each other from time to time by
written notice), and shall be deemed to have been given, rendered or made on the
day so delivered or on the first business day after having been deposited with
the courier service:

         If to Landlord:   First Industrial, L.P.
                           311 South Wacker Drive, Suite 4000
                           Chicago, Illinois  60606
                           Attn: Executive Vice President - Operations

         With a copy to:   First Industrial Realty Trust, Inc.
                           1968 Innerbelt Business Center Drive
                           St. Louis, Missouri 63114
                           Attn:  William H. Stockmann

                                       13


         With a copy to:   Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
                           333 West Wacker Drive
                           Suite 2700
                           Chicago, Illinois  60606
                           Attn:  Suzanne Bessette-Smith

         If to Tenant:     Build-A-Bear Retail Management, Inc.
                           1954 Innerbelt Business Center Drive
                           St. Louis, Missouri 63114
                           Attn: Ms. Tina Klocke, Chief Financial Bear

                  24.3.    NON-WAIVER. The failure of either party to insist, in
any one or more instances, upon the strict performance of any one or more of the
obligations of this Lease, or to exercise any election herein contained, shall
not be construed as a waiver or relinquishment for the future of the performance
of such one or more obligations of this Lease or of the right to exercise such
election, but the Lease shall continue and remain in full force and effect with
respect to any subsequent breach, act or omission. The receipt and acceptance by
Landlord or Agent of Base Rent or Additional Rent with knowledge of breach by
Tenant of any obligation of this Lease shall not be deemed a waiver of such
breach.

                  24.4.    LEGAL COSTS. Any party in breach or default under
this Lease (the "DEFAULTING PARTY") shall reimburse the other party (the
"NONDEFAULTING PARTY") upon demand for any legal fees and court (or other
administrative proceeding) costs or expenses that the Nondefaulting Party incurs
in connection with the breach or default, regardless whether suit is commenced
or judgment entered. Such costs shall include legal fees and costs incurred for
the negotiation of a settlement, enforcement of rights or otherwise.
Furthermore, in the event of litigation, the court in such action shall award to
the party in whose favor a judgment is entered a reasonable sum as attorneys'
fees and costs, which sum shall be paid by the losing party. Tenant shall pay
Landlord's attorneys' reasonable fees incurred in connection with Tenant's
request for Landlord's consent under provisions of this Lease governing
assignment and subletting, or in connection with any other act which Tenant
proposes to do and which requires Landlord's consent.

                  24.5.    PARTIES BOUND. Except as otherwise expressly provided
for in this Lease, this Lease shall be binding upon, and inure to the benefit
of, the successors and assignees of the parties hereto. Tenant hereby releases
Landlord named herein from any obligations of Landlord for any period subsequent
to the conveyance and transfer of Landlord's ownership interest in the Property.
In the event of such conveyance and transfer, Landlord's obligations shall
thereafter be binding upon each transferee (whether Successor Landlord or
otherwise). No obligation of Landlord shall arise under this Lease until the
instrument is signed by, and delivered to, both Landlord and Tenant.

                  24.6.    RECORDATION OF LEASE. Tenant shall not record or file
this Lease (or any memorandum hereof) in the public records of any county or
state.

                  24.7.    SURVIVAL OF OBLIGATIONS. Upon the expiration or other
termination of this Lease, neither party shall have any further obligation nor
liability to the other except as otherwise expressly provided in this Lease and
except for such obligations as, by their nature or under the circumstances, can
only be, or by the provisions of this Lease, may be performed after such
expiration or other termination.

                  24.8.    GOVERNING LAW; CONSTRUCTION. This Lease shall be
governed by and construed in accordance with the laws of the state in which the
Property is located. If any provision of this Lease shall be invalid or
unenforceable, the remainder of this Lease shall not be affected but shall be
enforced to the extent permitted by law. The captions, headings and titles in
this Lease are solely for convenience of reference and shall not affect its
interpretation. This Lease shall be construed without regard to any presumption
or other rule requiring construction against the party causing this Lease to be
drafted. Each covenant, agreement, obligation, or other provision of this Lease
to be performed by Tenant, shall be construed as a separate and independent
covenant of Tenant, not dependent on any other provision of this Lease. All
terms and words used in this Lease, regardless of the number or gender in which
they are used, shall be deemed to include any other number and any other gender
as the context may require. This Lease may be executed in counterpart and, when
all counterpart documents are executed, the counterparts shall constitute a
single binding instrument.

                  24.9.    TIME. Time is of the essence for this Lease. If the
time for performance hereunder falls on a Saturday, Sunday or a day that is
recognized as a holiday in the state in which the Property is located, then such
time shall be deemed extended to the next day that is not a Saturday, Sunday or
holiday in said state.

                  24.10.   AUTHORITY OF TENANT. If Tenant is a corporation,
partnership, limited liability company, association or any other entity, it
shall deliver to Landlord, concurrently with the delivery to Landlord of an
executed Lease, certified resolutions of Tenant's directors or other governing
person or body (i) authorizing execution and delivery of this Lease and the
performance by Tenant of its obligations hereunder and (ii) certifying the
authority of the party executing the Lease as having been duly authorized to do
so.

                  24.11.   WAIVER OF TRIAL BY JURY. THE LANDLORD AND THE TENANT,
TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO
THIS LEASE, THE PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE
PREMISES.

                                       14


                  24.12.   FINANCIAL INFORMATION. From time to time during the
Term, but not more than once in any calendar year, Tenant shall deliver to
Landlord information and documentation describing and concerning Tenant's
financial condition, and in form and substance reasonably acceptable to
Landlord, within ten (10) days following Landlord's written request therefor.

                  24.13.   CONFIDENTIAL INFORMATION. Tenant agrees to maintain
in strict confidence the economic terms of this Lease and any or all other
materials, data and information delivered to or received by any or all of Tenant
and Tenants' Parties either prior to or during the Term in connection with the
negotiation and execution hereof. The provisions of this SECTION 24.13 shall
survive the termination of this Lease.

                  24.14.   SUBMISSION OF LEASE. Submission of this Lease to
Tenant for signature does not constitute a reservation of space or an option to
lease. This Lease is not effective until execution by and delivery to both
Landlord and Tenant.

                  24.15.   JOINT AND SEVERAL LIABILITY. All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant hereunder.

                  24.16.   RIDERS. All Riders and Exhibits attached hereto and
executed (or initialed) both by Landlord and Tenant shall be deemed to be a part
hereof and hereby incorporated herein.

                           [Signature Page to Follow]

                                       15


         IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this Lease
as of the day and year first above written.

                           LANDLORD:

                           First Industrial, L.P., a Delaware Limited
                           Partnership

                           By: First Industrial Realty Trust, Inc., a Maryland
                           corporation

                           Its: General Partner

                           By:   /s/ David Harker
                              -------------------------------------------------

                           Its: Senior Regional Director
                               ------------------------------------------------

                           TENANT:

                           Build-A-Bear Retail Management, Inc.,
                           a Delaware corporation

                           By:   /s/ Tina Klocke
                              --------------------------------------------------

                           Its: CFO
                               -------------------------------------------------

                                       S-1


                                    EXHIBIT A

                                    PROPERTY

APPROPRIATE SITE DESCRIPTION TO BE ATTACHED

                                       A-1


                                 LEASE EXHIBIT B

                       LANDLORD'S REPAIRS AND IMPROVEMENTS

Landlord and Tenant acknowledge that the Premises will be leased in it current
"AS IS, WHERE IS" condition. All improvements shall be the responsibility of
Build A Bear Workshop, Inc., subject to written approval of Landlord, such
approval will not be unreasonable delayed or withheld.

                                       B-1


                                 LEASE EXHIBIT C

                  BROOM CLEAN CONDITION AND REPAIR REQUIREMENTS

- -        All walls must be clean and free of holes.

- -        Overhead door must be free of any broken panels, cracked lumber or
         dented panels. The overhead door springs, rollers, tracks, motorized
         door operator, and all other items pertaining to the overhead door must
         also be in good working condition.

- -        HVAC system must be in good working order. Filters must be changed, and
         all thermostats must be in working order. Tenant must supply Landlord
         with maintenance records.

- -        All floors (warehouse and office) must be clean and free of excessive
         dust, dirt, grease, oil and stains.

- -        Drop grid ceiling must be free of excessive dust from lack of changing
         filters. (No ceiling tiles may be missing or damaged.)

- -        All trash must be removed from both inside and outside of the Building.

- -        All lightbulbs and ballasts must be working.

- -        All signs in front of Building and on glass entry door and rear door
         must be removed.

- -        Hot water heater must work.

- -        All plumbing fixtures, equipment and drains must be clean and in
         working order.

- -        Windows must be clean.

- -        All mechanical and electrical systems must be in good working
         condition.

                                       C-1

                                 LEASE EXHIBIT D

                            TENANT OPERATIONS INQUIRY

Tenant Name: Build A Bear Retail Management, Inc.

Tenant SIC Code/Description:____________________

Property Address: 1954 Innerbelt Business Center Drive, St. Louis,
Missouri 63114

Property Number/Region: 12627A/Central Region/St. Louis


      

1.       Name of Company (if different from above) ______________________________________

2.       Address (local): 1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114

         Phone (local):  314-423-8000

3.       Address (corporate):  Same

          Phone (corporate): Same

4.       What is your business (brief description): Retail distribution of toys
                                                    --------------------------------------
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------

5.       What operations will you maintain at the proposed facility?   Corporate offices
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
- ---------

6.       Has your business received any Notices of Violation of environmental
         laws from municipal or state agencies regarding operations at your
         current facility? If so, explain: No
                                           -----------------------------------------------
         ------------------

7.       Describe any assembly, manufacturing, machining, painting, printing or
         mechanical repair activities that will be part of your business
         operations at the proposed facility: N/A
                                             ---------------------------------------------
         ---------------------------------------------------------------------------------
         ---------------------------------------------------------------------------------
         ---------------------------

8.       Will your employees operate electrical equipment that contains PCB's?      YES       [x]NO

9.       Will your business operate one or more Underground Storage Tanks (UST's) at the proposed facility?

                                                                                            YES       [x]NO

10.      Will your business operate one or more Aboveground Storage Tanks (AST's) at the proposed facility?

                                                                                            YES      [x] NO

11.      TENANT CHEMICAL INVENTORY AT PROPOSED FACILITY - (make additional copies, if required).
You may exclude small quantities of toner and other office supplies)




                                                      N/A
     ------------------------------------------------------------------------------------------------------------------------------
         Chemicals            What will be the           What will be the
      (by name where       average quantity on the    maximum quantity on the     What will be the annual     How will the chemical
        available)            proposed premises?         proposed premises?           quantity used?                 be stored?
     ----------------      -----------------------    -----------------------     -----------------------     ---------------------
                                                                                                  


                                       C-2



                                                                                                  
- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------
                                     N/A
- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------


Storage Methods (use all that apply): A) 55 gallon drum; B) 20 gallon drum;
C)2-5 gallon pallet/container; D) bulk dry packages; E) cartoned small
containers (less than 2 gallons or 10 pounds) on pallets; F) on floor; G) on
racks; H)Underground Storage Tank (UST); I) Above Ground Storage Tank (AST); J)
other(please describe).

12.      Describe any pollution control equipment that will be used at the
         proposed facility (example: paint spray booth, fume hood, waste water
         treatment).    N/A
                    ------------------------------------------------------------
         -----------------------------------------------------------------------


                                       C-3

         -----------------------------------------------------------------------
         -----------------------------------------------------------------------


                                                           
13.      Will your operations             How will the              How will the wastes
         generate any chemical            chemical wastes           be disposed?
         wastes that require              be stored on-site?        (example: recycled,
         special disposal?                                          landfilled, incinerated)
         (example:  waste oil,
         waste solvent)


         --------------------------       -----------------------   ------------------------

         --------------------------       -----------------------   ------------------------
                    N/A
         --------------------------       -----------------------   ------------------------

         --------------------------       -----------------------   ------------------------

         --------------------------       -----------------------   ------------------------



      
14.      Does your business have an EPA Hazardous Waste Generator ID Number?            YES
         NO

15.      What spill prevention and containment measures will be in place for the

chemicals and wastes stored at the proposed facility? (describe briefly)  N/A
                                                                        --------------------
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
16.      Does your business have an Emergency Response or Contingency Plan in place in the event of a
         chemical incident (please provide a copy)              YES          [x]NO

17.      Does your business have any type of Hazardous Materials training
         program for your employees? (describe briefly):  N/A
                                                        ------------------------------------
         -----------------------------------------------------------------------------------
         -----------------------------------------------------------------------------------

18.      Do you have copies of all Material Safety Data Sheets (MSDS) at your facility for the chemicals
         listed in question #7?(Please provide copies):         YES             NO

19.      Does your business carry environmental insurance coverage in the event of a chemical incident? N/A
                                                                YES             NO

20.      Will you be required to make filings and notices or obtain permits as
         required by Federal and/or State regulations for the operations at the
         proposed facility? Specifically:

                  a. SARA Title III Section 312 (Tier II) reports                                YES   [x]NO
                           (> 10,000lbs. of hazardous materials STORED at any one time)
                  b. SARA Title III Section 313 (Tier III) Form R reports                        YES   [x]NO
                           (> 10,000lbs. of hazardous materials USED per year)
                  c. NPDES or SPDES Stormwater Discharge permit                                  YES   [x]NO
                           (answer "No" if "No-Exposure Certification" filed)


                                       C-4



      

21.   This form was  prepared  by the  undersigned  as a complete  and correct
      description  of Tenant's  proposed  operations at the location noted, and
      the Landlord may rely on this information.



Completed by telephone                                    /s/ William H. Forkman
- ------------------------------------                      ----------------------
Signature                                                 Print Name

interview with questions 8/25/04
- ------------------------------------
Date

                                       C-5

                                      RIDER

            ATTACHED TO AND MADE PART OF LEASE DATED 8/28/04

                  BETWEEN FIRST INDUSTRIAL, L. P., AS LANDLORD

                                       AND

                 BUILD-A-BEAR RETAIL MANAGEMENT, INC., AS TENANT

This Rider is attached to and made a part of the above referenced Lease between
mentioned Landlord and Tenant. Except as otherwise set forth in this Rider, all
terms and conditions used in this Rider and not specifically defined shall have
the same exact meaning as when used in the Lease. To the extent of any
inconsistencies between the foregoing provisions of the Lease and the provisions
of the Rider, the former is hereby amended.

1.       RENTS: All rents and other such payments as due from Tenant to Landlord
         shall be sent to:

                             First Industrial, L. P.

                         75 Remittance Drive, Suite 1589

                          Chicago, Illinois 60675-1589

2. TENANT RESPONSIBILITIES: Tenant shall be responsible for the costs,
operations and maintenance of all electrical, mechanical, alarm monitoring,
plumbing systems and dock equipment wholly contained in the Premises throughout
the term of the Lease. Tenant shall contract for the removal of all trash and
debris from the Premises. Tenant responsible for obtaining any occupancy permits
and/or business license required by the City of Overland, Missouri. Tenant shall
contract directly for all utilities servicing the Premises. Tenant shall pay as
additional rent its prorata share of real estate taxes, common area maintenance
and insurance per the terms of the Lease

3. CONDITION OF PREMISES: Tenant hereby agrees to return the Premises in similar
condition at the time of Lease Expiration, to include but not limited to:
repairs to the walls, docks, seals and levelers, and broom-cleaned, fair wear
and tear and damage caused by casualty accepted.

4. EARLY OCCUPANCY: Tenant currently is in full occupancy of Suite 1954, and may
occupy Suite 1938 and Suite 1940 of the Premises as soon as the Lease is fully
executed by both parties and the existing tenants vacate the respective
premises. Landlord and Tenant hereby acknowledge that Landlord is in the process
of negotiating terminations and new leases to move the current tenant's from
Suite 1938 and Suite 1940. Landlord will deliver Suite 1940 to Tenant for early
occupancy on or about August 1, 2004, and Landlord will deliver Suite 1938 to
Tenant for early occupancy on or about October 1, 2004.

5. ADDITIONAL RENT: Tenant shall pay its proportional share of increases in the
real estate taxes in excess of $248,978.63 and insurance premiums in excess of
$9,313.29 paid by Landlord. The initial monthly estimated payments shall be
$491.65 for real estate taxes, $225.00 for insurance and $5,365.00 for operating
expense contributions.

6. EXISTING LEASE: Landlord hereby agrees to terminate the Tenant's existing
Lease within the Innerbelt Business Center Drive complex upon the Lease
Commencement date of this Lease.

7. CONTINGENCY: Landlord and Tenant understand and acknowledge that this Lease
is contingent upon Landlord reaching a Lease agreement with Tenant's neighbor,
Dynamic Computer Company to Lease direct from Landlord the entire Suite 2000.
Landlord and Tenant understand and acknowledge that this Lease is also
contingent upon Landlord reaching a Lease agreement with Tenant's neighbor,
Schlumberger d.b.a. Atos Origin to Lease direct from Landlord the entire Suite
1918 and Suite 1922.

8. RENEWAL OPTIONS: Landlord hereby grants Tenant two (2) five (5) year renewal
options at the then current market rate for similar space. Tenant must notify
Landlord of its intentions to renew in writing no later than nine (9) months
prior to the then expiration date of the Lease. Landlord shall present Tenant
with the then current market rent for similar space within sixty (60) days of
notice, which Tenant may accept or reject and withdraw its Notice of Intention
to Renew.

9. AGENCY DISCLOSURE/LEASING COMMISSIONS: Landlord and Tenant acknowledge no
broker or agent is involved in this transaction.

In Witness whereof, the said parties have executed the foregoing instrument on
the day and year first above

                                       C-6