Exhibit 10.7

	PURCHASE AND SALE AGREEMENT - Farmingdale Facility	
	



	This Purchase and Sale Agreement (this "Agreement") made as 
of the 17th day of April, 1996, between Noodle Kidoodle, Inc., a 
Delaware corporation, as successor by merger to Noodle Kidoodle, 
Inc. f/k/a/ Greenman Bros., Inc., (a New York corporation), having 
an office at 105 Price Parkway, Farmingdale, New York  11735 
("Seller"), and Reckson Operating Partnership, L.P., a New York 
partnership, having an office at 225 Broadhollow Road, Melville, 
New York 11747    ("Purchaser").


RECITALS:

	1.	Sale and Purchase.  Seller shall sell and Purchaser shall 
purchase, subject to the terms and conditions herein, that 
certain parcel of land more particularly described on Schedule A 
attached hereto and made a part hereof, located at 105 Price 
Parkway, Farmingdale, New York 11735, together with all the 
improvements thereon including:

		(i)	Seller's interest in all buildings, building fixtures 
 (including all mechanical, electrical, heating and plumbing 
systems owned by Seller located on the subject premises and used 
in connection with the operation thereof), utilities and other 
improvements existing thereon, excluding, however, all personal 
property of the Seller including, without limitations, all 
equipment, furniture and furnishings.
		
		(ii)	Seller's right, title and interest, if any, in and 
to: any strips or gores of land adjoining the subject premises; 
any land lying in the bed of any street, road or avenue, opened 
or proposed, in front of or adjoining the subject premises, to 
the center line thereof; any condemnation award made or to be 
make in lieu thereof and any unpaid award for damage to the 
subject premises by reason of change of grade of any street.  
Seller will, upon demand, execute and deliver to Purchaser at the 
Closing, all proper instruments for the conveyance of such right, 
title and interest and for the assignment and collection of any 
such awards, if applicable; and

		(iii)	Seller's interest, if any, in all easements, rights 
of way or uses, privileges, licenses, appurtenances and rights 
belonging or appertaining to the subject premises. 

The foregoing property to be conveyed to Purchaser is hereinafter 
referred to collectively as the "Premises".

	2.  Purchase Price.  The purchase price payable by Purchaser 
to Seller for the Premises (the "Purchase Price") shall be Eight 
Million Three Hundred Five Thousand Dollars  ($8,305,000) payable 
as follows:

		(a)	$700,000 shall be paid contemporaneously with the 
execution of this Agreement (the "Deposit"), such Deposit to be 
paid to and held in escrow pursuant to Section 3 hereof by First 
American Title Insurance Company, the Purchaser's title company, 
(hereinafter "First American" or the "Escrowee"); 

				(b) 	On the date of the closing of this sale (the 
"Closing"), the Purchaser shall pay by bank or certified check 
drawn on a member bank of the New York Clearing House, or by wire 
transfer of Federal Funds, the sum of $7,605,000.00 to Seller or 
its designee(s) subject to adjustment as provided herein.

	3.	Escrow.  (a) The Deposit shall be paid by bank or 
certified check drawn to the order of and delivered to Escrowee, 
to hold in escrow.    Escrowee shall deposit the Deposit in an 
interest-bearing escrow account separately designated with 
reference to Seller and Purchaser.  Escrowee shall hold and 
distribute the Deposit as provided in this Agreement.  The party 
receiving any interest earned on the Deposit shall pay any income 
taxes thereon.  Purchaser represents and warrants that its 
federal tax identification number is 11-3233647 and Seller 
represents and warrants that its federal tax identification 
number is 11-1771705.

		(b) Copies of all notices to be sent under Sections 5, 7, 
12, 14 and 16 shall be sent to Escrowee as well.

		(c)	The parties acknowledge that Escrowee is acting solely 
as a stakeholder at their request and for their convenience, that 
Escrowee shall not be deemed to be the agent of either of the 
parties and shall not be liable for any  acts or omissions of any 
kind, unless they are grossly negligent or taken in willful 
disregard of this Agreement or in bad faith.  Escrowee shall be 
entitled to rely on any instrument or signature believed by it to 
be genuine and may assume that any person purporting to give any 
written notice or instruction in connection herewith is fully 
authorized to do so by the party on whose behalf such written 
notice or instruction is given.  Escrowee shall not receive any 
payment for handling the Deposit.  Seller and Purchaser, jointly 
and severally, shall indemnify, defend and hold Escrowee harmless 
from and against all costs, claims, losses, liabilities and 
expenses, including reasonable attorneys' fees, incurred in 
connection with or arising from the performance of Escrowee's 
duties hereunder, except for acts or omissions which are grossly 
negligent or which are taken or suffered by Escrowee in bad 
faith, or in willful disregard of this Agreement.  However, as 
between Seller and Purchaser, the party ultimately determined not 
to be entitled to the payment of the Deposit shall bear all such 
costs and expenses.  Such indemnity shall survive the Closing or 
other termination of this Agreement.

		(d)	Escrowee shall not be responsible in any manner 
whatsoever for any failure or inability of Seller or Purchaser to 
perform or comply with any of the provisions of this Agreement.

		(e)	Escrowee shall not be bound or in any way affected by 
any notice of any modification or cancellation of this Agreement, 
unless notice of the same is delivered to Escrowee in writing, 
signed by the Seller and Purchaser and, in the case of a 
modification relating to the escrow, unless such modification 
shall be reasonably satisfactory to Escrowee solely with respect 
to its duties as Escrowee and, in such case, approved by Escrowee 
in writing.

	4.	Section 4 Intentionally Omitted.



	5. 	Seller's Compliance Period


	1.  Between the date this Agreement is executed and June 8, 
1996 ("Seller's Compliance Period"), Seller shall undertake 
to do the following:

	(A) Asbestos abatement in accordance with all applicable 
laws and under the oversight of ATC Environmental, Inc. 
("ATC").  Said asbestos abatement shall be carried out 
substantially in accordance with the Project Manual for 
Asbestos Abatement and Re-Fireproofing dated March, 1996 
prepared by ATC and by either of the contractors listed on 
Schedule C.  At the completion of the abatement project, 
Seller shall deliver to Purchaser a written statement from 
ATC that the asbestos abatement project has been lawfully 
carried out and that all accessible asbestos containing 
spray on fire proofing material has been removed and 
disposed of in accordance with law and all inaccessible 
asbestos was sealed and enclosed.  Seller shall also deliver 
the so-called "close-out report" which includes air 
monitoring data documenting compliance with 12 NYCRR 56-17.8 
and a waste disposal manifest and a detailed survey 
identifying all locations where friable forms of asbestos 
remain in the building.

	(B)  Take such actions with respect to the underground 
petroleum storage tanks located on the Premises so that 
Seller shall deliver to Purchaser a statement from the 
County of Suffolk in the form attached hereto as Schedule I 
(or any similar, substitute form established by the County 
of Suffolk) with the first alternative listed checked off.  
If the second alternative is checked off, then, to comply 
with the requirements of this clause (B), Seller shall 
deliver to Purchaser the letter in the form attached hereto 
as Schedule I-A from the New York State Department of 
Environmental Control (or any similar, substitute form 
established by the NYS Department of Environmental Control).

	(C)  Take such actions with respect to any septic tanks and 
systems located on the Premises so that Seller shall deliver 
to Purchaser a Certificate of Compliance (form P19) from the 
Southwest Sewer District of Suffolk County, and Form S-9 
attached hereto as Schedule II (or any similar, substitute 
form established by the County of Suffolk).

	2.  At such time as Seller has complied with clauses (A) (B) 
and (C) and copies of the certificates and/or statement have 
been delivered to Purchaser, Seller's Compliance Period 
shall be deemed to have ended.

	3.  If at the end of  Seller's Compliance Period,  Seller 
has not completed undertaking (A), (B) and/or (C), Purchaser 
shall have the right, to be exercised within 5 days of the 
end of Seller's Compliance Period, to either (x) terminate 
this Agreement upon written notice or (y) notify Seller that 
it is willing to take title to the Premises subject to all 
existing conditions including those conditions covered by 
this Section 5 and the Purchase Price shall be reduced by 
the amount of contract price yet to be performed as 
stipulated by Seller's contractor(s).  If Purchaser elects 
alternative (x), the Deposit shall be returned to Purchaser 
together with all accrued interest (as Purchaser's sole and 
exclusive remedy) and this Agreement shall terminate and be 
of no force and effect.  If Purchaser elects alternative 
(y), this Agreement shall continue in full force and effect 
and Section 6 shall govern with respect to establishing the 
Closing Date. 

6.	Closing

	(A)	 Closing shall be held at the offices of Purchaser or 
its counsel.  The Closing Date shall be no earlier than 20 days  
or later than 30 days after Seller's Compliance Period, (as it 
may be extended), or such other date as the parties hereto may 
otherwise agree to (provided that this Agreement has not been 
previously terminated as provided herein).  Purchaser shall 
designate the date of Closing within that time frame by notice 
given to Seller within five (5) days after the end of Seller's 
Compliance Period provided that Purchaser agrees to reasonably 
accommodate Seller if Seller requests an alternate date during 
that time frame. 
	B.		Deliveries at Closing.

			(a)	On the Closing Date, Seller shall convey the 
Premises to Purchaser by executing, acknowledging (where 
appropriate) and delivering to Purchaser the following documents 
as may be applicable (and Purchaser shall execute, acknowledge 
(where appropriate) and deliver to Seller as indicated, the 
following documents):

			(i)	A bargain and sale deed with covenants against 
Grantor's acts (the "Deed")  for the Premises in recordable form 
conveying fee simple title to the Premises, subject only to the 
matters expressed herein and the "Permitted Encumbrances" (as 
defined in Paragraph 7 of this Agreement). 

			(ii)	An assignment, duly executed and acknowledged by 
Seller, of Seller's interest in all certificates, licenses, 
permits, authorizations, consents and approvals  relating to the 
ownership of the Premises issued by governmental authorities to 
the Premises.

			(iii)  Such resolutions and certificates as First 
American shall reasonably require as evidence of the due 
authorization of the documents delivered or to be delivered at 
Closing; all reasonable and customary affidavits reasonably 
required by such title company to permit it to issue to Purchaser 
an owner's policy of title insurance, subject to the matters 
expressed herein and such other standard title exceptions.

			(iv)	An affidavit in form and content reasonably 
acceptable to Purchaser in accordance with Section 1445 of the 
Internal Revenue Code certifying that Seller is not a foreign 
entity.

			(v)  Keys to the buildings and improvements in the 
Premises in the possession or control of Seller. 

			(vi) The Seller's sublease executed as of the date 
hereof by New Breed and Seller for a portion of the Premises 
consented to by Purchaser.

		(b)	(i)	At Closing, Seller shall deliver a certified check 
or official bank check drawn on any banking institution which is 
a member of the New York City Clearinghouse Association, payable 
to the order of the appropriate State, City or County officer (or 
at Seller's option on written notice to Purchaser given not later 
than three (3) days prior to Closing, Purchaser shall provide 
such check(s) and receive a credit at Closing in the amount 
thereof) in the amount of any applicable transfer tax payable by 
reason of the delivery or recording of the Deed (other than the 
gains tax pursuant to Article 31-B of the Tax Law, which is 
covered by section (b) (ii) hereof), together with any required 
tax return.  Purchaser agrees to duly complete the tax return as 
and if required and to cause the check(s) and the tax return to 
be delivered to the appropriate officer promptly (but 
nevertheless within the time required by applicable law) after 
Closing.

			(ii)	Seller agrees to comply in a timely manner with 
the requirements of Article 31-B of the Tax Law of the State of 
New York and the regulations applicable thereto, as the same from 
time to time may be amended collectively, the "Gains Tax law") 
and Seller agrees to make all necessary submissions to the N.Y.S. 
Taxing Commission by April 30, 1996.  Purchaser agrees to deliver 
to Seller a duly executed and acknowledged Transferee 
Questionnaire upon the execution of this Agreement.  At the 
Closing, Seller shall deliver (x) an official Statement of No Tax 
Due or (y) an official Tentative Assessment and Return 
accompanied by a certified check or official bank check drawn on 
any banking institution which is a member of the New York City 
Clearinghouse Association, payable to the order of the State Tax 
Commission in the amount of the tax shown to be due thereon (it 
being understood, however, that if Seller has duly elected to pay 
such tax in installments, the amount so required to be paid may 
be the minimum installment of such tax then permitted to be 
paid). Seller shall pay all Gains Tax due under the Gains Tax Law 
as well as New York State real estate transfer tax (deed stamps). 
 Seller shall have the right after Closing to attempt to reduce 
the amount of the Gains Tax; any refund it receives shall belong 
exclusively to Seller.

			(iii)	Seller agrees (A) to pay promptly any 
installment(s) or additional tax due under the Gains Tax Law, and 
interest and penalties thereon, if any, which may be assessed or 
due after the Closing, (B) to indemnify and save Purchaser 
harmless from and against any of the foregoing and any damage, 
liability, cost or expense (including reasonable attorneys' fees) 
which may be suffered or incurred by Purchaser by reason of the 
non-payment thereof, and (C) to make any other payments and 
execute, acknowledge and deliver such further documents as may be 
necessary to comply with the Gains Tax law.

			(iv)	Purchaser, if request is made not later than three 
(3) days prior to Closing, shall provide a separate certified or 
official bank check in the amount of the tax shown to be due on 
the official Tentative Assessment and Return, which amount shall 
be credited against the balance of the Purchase Price payable at 
the Closing.

			(v)	The provisions of this subparagraph (b) shall 
survive the delivery of the  Deed.

	(c)	Each party will bear its own attorneys fees.

	(d) At Closing, Seller and Purchaser shall deliver or cause 
to be delivered such other payments, documents or agreements as 
may be required by the terms of this Agreement and to evidence 
and effectuate the transaction contemplated herein.

	(e) It shall be a condition to Closing that the Deposit and 
accrued interest thereon be delivered to Seller by certified or 
bank check payable to Seller.

	7.		Title.

				(a)	Seller shall convey and Purchaser shall accept 
title to the Premises in accordance with the terms of this 
Agreement, subject only to the matters expressed herein and the 
Permitted Encumbrances.  The title that Purchaser is required to 
accept as provided herein shall be insured by First American 
under an 1992 ALTA Owner's Policy at regular rates.  The term 
Permitted Encumbrances shall mean (i) all land use, zoning and 
similar laws, statutes and regulations now or hereafter 
applicable to the Premises ; (ii) the exceptions to title listed 
on Schedule B hereto; (iii) the lien of real estate taxes not yet 
due and payable ; (iv) any additional exceptions to title arising 
as of the Closing,  as to which First American agrees to omit  
(v) the Seller's sublease and consent agreement; (vi) UCC filings 
against Seller's personal property; (vii) the occupancy of a 
portion of the Premises pursuant to a Lease between Purchaser and 
New Breed Leasing Corporation);  (viii) letter agreement dated 
October 26, 1992 with Richard and Patricia Miller; and (ix) all 
violations of record including without limitation health, 
building, street and highway violations.   

		(b)		At or prior to the Closing, Seller shall, at its 
option,either (1) take such steps by indemnification or otherwise 
satisfactory to First American so as to permit First American to 
omit the Payment Encumbrances, defined below, or to insure that 
collection of such matters shall not be made from the Premises or 
(2) satisfy and discharge any fee mortgages of record and all 
other liens and judgments of Seller of record that can be 
discharged by payment of a sum certain other than the Permitted 
Encumbrances ("Payment Encumbrances").  If Seller fails to take 
either of such actions with respect to the  Payment Encumbrances 
by Closing, Purchaser shall accept the Premises subject to such 
Payment Encumbrances and receive a credit, as an adjustment to 
the Purchase Price, in the amount reasonably determined by First 
American, required to remove or discharge any  Payment 
Encumbrance of record.  If the title update delivered at Closing 
discloses any defects in title other than the Permitted 
Encumbrances and Payment Encumbrances (the "Unpermitted Non-
Payment Encumbrances"), Purchaser may, at its option, terminate 
this Agreement by giving Seller five days prior written notice  
at the Closing to Seller in which event this Agreement shall be 
of no force and effect and the Deposit and interest thereon shall 
be returned to Purchaser as its sole and exclusive remedy unless 
within the said five day period, Seller has First American omit 
any  such Unpermitted Non Payment Encumbrance in which event the 
Closing will be rescheduled to the earliest date reasonably 
possible.  In the alternative, at Closing Purchaser may accept 
such title subject to the Unpermitted Non-Payment Encumbrances 
without reduction or adjustment of the Purchase Price.  Payment 
of the Purchase Price shall be conclusive evidence that Purchaser 
has so accepted title. Seller shall under no circumstances have 
any obligation to cure any such Unpermitted Non Payment 
Encumbrances or title defect or have any liability with respect 
thereto.


		8.		Representations and Warranties of Seller.  

				(a)	Seller represents that the following is true and 
correct as of the date hereof and the same shall be true as of 
the Closing:

				(i) Seller has the legal right, power, and authority 
to enter into and perform its obligations under this Agreement 
and the individual signing on behalf of Seller has  authority to 
bind Seller; and all action necessary or appropriate for Seller's 
execution and performance of this Agreement has been taken; and 
upon Seller's execution, this Agreement and the other such 
documents will constitute legal, valid and binding obligations of 
Seller enforceable against Seller in accordance with their 
respective terms except as may be limited by bankruptcy, 
insolvency or other laws of general application relating to or 
affecting the enforcement of creditor's rights.

			(ii)	Seller is not the subject of any insolvency, 
bankruptcy or other similar proceeding.
	
			(iii)	The Premises will be delivered at Closing free 
of any tenancies and occupants other than Seller pursuant to its 
sublease and non disturbance agreement(and the New Breed Lease).

			(iv)	There are no service contracts relating to the 
operation, maintenance or repair of the Premises or the personal 
property located thereon other than  those which will be 
terminated on or prior to Closing. 

			(v)		To Seller's knowledge, there are no existing, 
pending or, to its knowledge, threatened condemnation, zoning or 
other land use proceedings or road widening proceedings affecting 
or pertaining to the Premises.  Seller has not received any 
notice of any violations of or claim under or pursuant to any 
Environmental Law except as set forth on Schedule III.  Except as 
set forth on Schedule III, Seller (without having made any 
independent investigation of its own)is not aware of any 
Environmental Activity at the Premises or the existence of any 
Hazardous Materials at the Premises.   

			(vi)	Seller is not a "foreign person" as defined in the 
Internal Revenue Code Section 1445 and the regulations issued 
thereunder.

			(vii)	Seller has fee simple title to the Premises 
subject to the Permitted Encumbrances and the other matters 
expressed herein.

			(viii) As of the date of the signing of this 
Agreement, there is no litigation, proceeding or claim pending, 
or to Seller's knowledge, threatened in writing, which (A) 
materially adversely affects Seller's title to the Premises, or 
(B) materially adversely affects Seller's ability to perform its 
obligations under this Agreement.

			(ix)  Seller will maintain the  insurance policies 
(currently in effect) with respect to the Premises listed on 
Schedule IV:

			(x)	Seller will maintain the Premises and otherwise 
operate the Premises in the same manner as before the making of 
this Agreement.

			(xi)		From and after the date hereof Seller shall not 
enter into any mortgage or security agreement affecting the 
Premises or any portion thereof or enter into any agreement, 
undertaking or instrument affecting title to or the use of the 
Premises without Purchaser's prior written approval provided that 
Seller shall have the right to enter into or grant such easement 
or similar rights as would be considered Permitted Encumbrances 
under clause (iv) of that definition.

			(xii)	Seller has delivered to Purchaser the 
Certificates of Occupancy for the Premises.

		(b)		Purchaser's right to make a bona fide claim against 
Seller for the untruthfulness of any matter set forth in this 
Paragraph 8 shall survive the Closing but not the termination of 
this Agreement for a period of three (3) months only provided 
that clauses (i), (v), (vii), (viii),  (x), (xi) and (xii) shall 
not survive Closing or the termination of this Agreement.  In the 
event that Purchaser had knowledge at the Closing of the 
untruthfulness of any matter set forth in this Paragraph 8, 
Purchaser shall be deemed to have waived such matter and its 
right to make any claim against Seller.  Under no circumstance 
shall Purchaser be entitled to make any claim for special or 
consequential damages or recision.  

	9.	Representations and Warranties of Purchaser.  

			(a)	Purchaser represents and warrants to the Seller as 
follows:

			(i)	Purchaser has full power to execute, deliver and 
carry out the terms and provisions of this Agreement and has 
taken all necessary action to authorize the execution, delivery 
and performance of this Agreement.  The individual(s) executing 
this Agreement on behalf of Purchaser has the authority to bind 
Purchaser to the terms and conditions of this Agreement.  This 
Agreement and all documents required hereby to be executed by 
Purchaser, when so executed, shall be legal, valid and binding 
obligations of Purchaser enforceable against Purchaser in 
accordance with their respective terms except as may be limited 
by bankruptcy, insolvency or other laws of general application 
relating to or affecting the enforcement of creditor's rights.

			(ii)	Purchaser will be accepting the Premises in an "as 
is" condition including, without limitation, all of the matters 
disclosed on the Engineers Report attached hereto as Schedule D 
as well as the matters set forth on Schedule III subject, 
however, to Section 5 and Section 16.  Other than its right to 
cancel as provided in Sections 5 and 16, Purchaser hereby waives 
any and all claims whatsoever it might have with respect to the 
nature or condition of the Premises.  Purchaser understands that 
Seller is under no obligation whatsoever, to make any 
alterations, repairs, renovations, improvements of any nature or 
kind to the Premises.  Seller, however, shall have all of its 
personal property removed from that portion of the Premises it is 
not occupying under its Sublease by the Closing Date and said 
portion shall be delivered in a "broom clean" condition.

			(iii)	Before entering into this Agreement, Purchaser 
has made all  examinations, inspections and investigations of the 
operation, condition, income and expenses of the Premises and all 
other matters affecting or relating to this transaction as 
Purchaser deemed necessary or desirable.  In entering into this 
Agreement, Purchaser has not been induced by and has not relied 
upon any representations, warranties or statements, whether 
express or implied, made by Seller or any agent, employee or 
other representative of Seller or by any broker or any other 
person representing or purporting to represent Seller, which are 
not expressly set forth in this Agreement, whether or not any 
such representations, warranties or statements were made in 
writing or orally.

			(iv)	No Litigation.  As of the date of the signing of 
this Agreement, there is no litigation, proceeding or claim 
pending, or to Purchaser's knowledge, threatened in writing, 
which materially adversely affects Purchaser's ability to perform 
its obligations under this Agreement.

			(b)	The provisions set forth in this Section 9 shall 
survive the Closing but not the termination of this Agreement.

	10.	Apportionments.  (a)  The following shall be 
apportioned and adjusted between Seller and Purchaser as of 
midnight of the day preceding the Closing Date:

			(i)		real estate and other taxes, assessments and 
charges (provided that same shall not include taxes based on the 
income or profits of Purchaser or Seller), and other municipal 
and state charges, license and permit fees (provided that same 
shall not include fees or charges for operating the business of 
either party other than those arising out of the operation or 
ownership of the Premises), if any, on the basis of the fiscal 
period for which assessed or charged;

			(ii)	water and sewer rents and charges on the basis of 
the fiscal period for which assessed or charged; 

			(iii)	water, electric, gas, steam and other utility 
charges for services furnished to the Premises;

			(iv)	fuel, if any, and all taxes thereon, on the basis 
of a reading taken as late as possible prior to the Closing  
Date, at the price then charged by Seller's supplier, including 
any taxes;
			(v)		such additional adjustments as are normally made 
in connection with the sale of buildings in New York State or as 
may be provided herein.

		 	(vi)   Intentionally omitted.

			(vii)	all interest accrued on the Deposit shall be 
credited against the Purchase Price.

		(b)		Aggregate apportionments payable at the Closing by 
either party hereto must be paid by certified check, wire 
transfer or attorney's check.

		(c)	The obligation to adjust as provided hereunder, shall 
survive Closing (but not the termination of this Agreement) to 
the extent any amounts are not known or incorrectly computed.

	11.	Recording Charges.

			(a)	Purchaser shall pay the recording fees imposed for 
recording of the Deed and for recording of any other incidental 
documents related to conveyance of title to Purchaser. It being 
expressly understood and agreed that Seller shall not be 
responsible for any fees, taxes or other charges relating to the 
recording of Purchaser's mortgage or other financing documents, 
if any.

12.  Intentionally omitted.

	13.	Tax Reduction Proceedings. There are, as of the date 
hereof, no presently pending tax reduction proceedings involving 
the Premises.  If any such proceeding is commenced by Seller 
prior to Closing, Purchaser shall continue prosecution of same, 
which Purchaser may settle and resolve in its sole and reasonable 
discretion.  If Purchaser obtains a refund  by  commencing its 
own proceeding, the refund, less the legal fees incurred in 
connection therewith, shall be apportioned between Seller and 
Purchaser as provided herein.  The provisions of this Section 13 
shall survive the Closing but not the termination of this 
Agreement.  Purchaser shall commence a tax reduction proceeding 
involving the Premises no later than May 3, 1996 and if the 
transaction contemplated herein does not close as provided 
herein, Purchaser shall assign all of its right, title and 
interest in such action to Seller in a written instrument 
satisfactory to Purchaser's counsel.

	14.	Liquidated Damages.  (a) If Purchaser shall fail to 
close title in accordance with all of the terms and provisions of 
this Agreement all monies theretofore paid or deposited by 
Purchaser under this Agreement (and interest accrued thereon) 
shall be retained by Seller as liquidated damages (which the 
parties hereby acknowledge are fair and equitable and not a 
penalty) as its sole and exclusive remedy and this Agreement 
shall terminate and be of no force and effect, and the parties 
hereto shall not thenceforth have any claim of any nature against 
the other party hereto.

		(b)	In the event Seller (assuming Purchaser has 
unconditionally waived all of its rights hereunder to terminate) 
does not convey title at Closing as a result of a wrongful, 
willful failure by Seller, Purchaser shall be entitled to 
undertake any legal or equitable remedies available to it 
including, without limitation, a suit for specific performance.

	15.	Brokerage.  Each party represents to the other that it 
has not dealt with any broker, agent, or finder in connection 
with the transactions contemplated by this Agreement, other than 
Sutton and Edwards Incorporated (the "Broker").  Each party shall 
indemnify and defend the other party from any loss incurred by 
the other party, including reasonable legal fees and 
disbursements, arising out of a breach of the foregoing 
representations made by such party under this Section 15.  Seller 
shall  be responsible for any fees due to Broker in connection 
with the transaction contemplated by this Agreement provided that 
Purchaser shall be responsible to pay Broker or any other entity 
or individual claiming any compensation with respect to Seller's 
Sublease and/or the New Breed Lease.  Notwithstanding anything to 
the contrary in this Agreement, the representations and 
indemnifications of the parties under this paragraph 15 shall 
survive either the Closing or the termination of this Agreement.

	16.	Risk of Loss; Eminent Domain.

		 	(a) 	The parties hereby waive the provisions of Section 5-
1311 of the New York General Obligations Law.

				(b)	If, prior to Closing, any portion of the Premises 
shall be damaged or destroyed by fire or other cause, Seller 
shall as soon as practicable, but in no event later than 10 days 
after the occurrence of such damage or destruction notify 
Purchaser of the estimated cost of restoration of the Premises as 
determined by written estimate of an independent, duly licensed 
construction contracting firm or architect with at least 5 years 
experience selected by Seller from the following list which list 
is hereby approved by Purchaser:

          	1) 	IVI 
										 2)  Herzbeg Sanchez
										 3)  Emanuel Neeval

If the cost of repairing the damage or casualty shall be $300,000 
or more , then this Agreement shall terminate and be of no force 
and effect and Purchaser (as its sole and exclusive remedy) shall 
receive the Deposit with all accrued interest unless Purchaser 
elects by written notice given to Seller within 5 business days 
of receipt of said estimate to purchase the Premises "as is",  In 
which event the Closing shall take place on the later of the date 
established under Section 6 or ten days after Purchaser's written 
election to purchase "as is".  If the estimated cost of repair is 
less than $300,000, then this Agreement shall continue in full 
force and effect and Seller shall give Purchaser a credit against 
the Purchase Price in an amount (not to exceed $300,000) equal to 
the estimated cost of repair (as set forth in the estimate sent 
to Purchaser) and Seller shall retain all rights to any insurance 
proceeds. In all events Seller shall have no obligation to repair 
or restore the Premises.  If the cost of repair exceeds $300,000 
and Purchaser shall not elect to terminate as set forth above, 
then the Purchase Price shall be reduced by $300,000 and Seller 
shall retain a priority right to the insurance proceeds up to 
$300,000 and , the balance of the proceeds shall be assigned to 
Purchaser (if title is transferred to Purchaser).

		(c)	If, prior to the Closing, any condemnation or eminent 
domain proceedings are initiated which could result in the taking 
of any part of the Premises, Seller shall promptly notify 
Purchaser of such initiation and the following shall apply.  

				(i)	If the taking is or would be material and 
permanent as defined below, this Agreement shall automatically 
terminate and be of no further force and effect and the Purchaser 
shall receive the Deposit (as its sole and exclusive remedy) with 
all accrued interest.

			(ii)	If the taking is either not material or non-
permanent, then this Agreement shall continue in full force and 
effect without any adjustment in the Purchase Price because of 
such taking or condemnation, in which event Seller shall assign 
to Purchaser (without recourse to Seller) all of Seller's rights, 
title and interest in and to any award made in connection with 
such condemnation or eminent domain proceedings.

			(d)   If any taking shall be for a period of more than 
one year it shall be deemed "permanent".  If more than 10% of the 
non-improved portion of the Premises is subject to such permanent 
taking it shall be deemed to be "material".

			(e)  Notwithstanding the determination that the 
condemnation or taking is material or permanent as defined 
herein, Purchaser may, by written notice to Seller given within 5 
business days of Seller's notice concerning the condemnation or 
taking, agree to purchase the Premises in which event this 
Agreement will continue in full force and effect and at the 
Closing, Seller shall assign all of its right, title and interest 
in any awards to Purchaser and the Purchase Price shall not be 
adjusted because of such condemnation or taking.

	17.	Limitation on Survival of Representations.  Except as 
specifically provided for in this Agreement, no covenant, 
representation or warranty of either Seller or Purchaser shall 
survive the Closing or termination of this Agreement and the 
delivery of the Deed by Seller; and the acceptance thereof by 
Purchaser, shall be deemed the full performance and discharge of 
every obligation on the part of Seller except those which are 
expressly stated in this Agreement to survive the Closing.

	18.	Notices, Etc.  All notices, consents, approvals and 
other communications under this Agreement shall be in writing and 
shall be deemed given the third business day after mailing by one 
party addressed as follows:

	If to Seller:

		Noodle Kidoodle, Inc.
		105 Price Parkway
		Farmingdale, New York  11735
		Attn: Stewart Katz, President

		with a copy to:
			
		Charles Bartel, Esq.
		Ferrara, Turitz, Harraka & Goldberg, P.C.
		505 Main Street
		Hackensack, New Jersey 07601


	If to Purchaser:

		At the address set forth above.

		with a copy to:	

		Lazer, Aptheker, Feldman, Rosella & Yedid, L.L.P.
		35 Pinelawn Road
		Melville, New York  11747

		Attention:  Lawrence Feldman, Esq.

Any writing which may be mailed pursuant to the foregoing may 
also be delivered by hand or transmitted by telegraph, telex or 
telecopier or by overnight courier service of recognized national 
standing with guaranteed next-day delivery, and shall be 
effective when received by the addressee.  Any notices which 
either party may be required to give or may desire to give; any 
consents by either party under this Agreement; and any 
adjournments of the Closing Date may be given or consented to by 
the attorney for such party with the same force and effect as if 
given or consented to by such party.  Either party may, from time 
to time, specify as its address for purposes of this Agreement 
any other address upon the giving of 5 days' notice thereof to 
the other party.

	19.	Integration.  All understandings and agreements 
between the parties with respect to the subject matter of this 
Agreement are merged in this Agreement, which alone fully 
expresses their agreement with respect to such subject matter.

	20.	Consents, Approvals, Etc.  Whenever the consent or 
approval of a party is required under any provision of this 
Agreement or a matter is subject to the satisfaction of a party, 
such party shall not unreasonably delay or withhold such consent 
or approval and shall not be unreasonable in deciding whether 
such matter is satisfactory.

	21.	No Assignment.  Purchaser may assign its rights 
hereunder provided such assignment shall in no way act to relieve 
Purchaser of any of its obligations hereunder.  To be effective 
any such assignment (i) must be in writing, (ii) a copy thereof 
must be delivered to Seller within three days of its execution or 
at Closing whichever occurs first, (iii) the assignee must 
unconditionally assume all of Purchaser's obligations hereunder, 
and (iv) Purchaser must confirm its continuing liability 
hereunder.  

	22.	Governing Law.  This Agreement shall be governed by 
and construed in accordance with the laws of the State of New 
York.

	23.	Amendments and Waivers.  Neither this Agreement nor 
any of the terms hereof may be terminated, amended or waived 
orally, but only by an instrument in writing signed by the party 
against which enforcement of the termination, amendment or waiver 
is sought, and then only to the extent set forth in such 
instrument.  No waiver of any breach of this Agreement or of any 
provision herein contained shall be deemed a waiver of any 
preceding or succeeding breach thereof or of this Agreement or of 
any provision herein contained.  No extension of time for 
performance of any obligations to be performed hereunder shall be 
deemed an extension of the time for performance of any other 
obligations hereunder.

	24.	Interpretation.  The  headings of the various 
subdivisions of this Agreement are for convenience of reference 
only and shall not define or limit any of the terms or provisions 
hereof.  All pronouns shall be deemed to refer to the masculine, 
feminine, neuter, singular or plural as the identity of the 
person or persons may require.

	25.	 Recording.   Purchaser shall not record, or cause to 
be recorded, this Agreement or any memorandum thereof.

	26.	No Third Party Beneficiaries.  Seller and Purchaser do 
not intend to confer any benefit by or under this Agreement upon 
any person or entity other than Seller and its successors and 
assigns and Purchaser and its permitted successors and assigns. 

	27.	Purchaser's Lien.  The Deposit and the reasonable 
actual costs incurred by Purchaser in connection with this 
Agreement for title examination and survey expenses, shall be 
liens against the Premises; provided, however, in the event 
Purchaser is in default under this Agreement, all such liens 
shall be automatically null and void.

	28.	Counterparts.  This Agreement may be executed in two 
or more counterparts, each of which shall be deemed an original, 
and it shall not be necessary in making proof of this Agreement 
to produce or account for more than one such counterpart.

	29. Certain Definitions. To the extent utilized herein, 
"Environmental Activity" means any use, storage, release, 
threatened release, emission, disposal, escape, seepage, leakage, 
spillage, pumping, pouring, emptying, injection, dumping, 
presence, migration, transferring, manufacturing, discharge, 
generation, processing, abatement, removal or disposition of any 
Hazardous Materials from, under, into or on the Premises or the 
groundwater beneath the Premises or any handling, transportation 
or treatment of Hazardous Materials arranged by or on behalf of 
Seller and relating to the Premises.

	To the extent utilized herein, "Environmental Laws" means 
any current federal, state or local statute, code, ordinance, 
rule, regulation, permit, consent, approval, license, judgment, 
order, writ, decree, injunction, guidance or policy statement or 
other authorization, including, but not limited to, the 
Comprehensive Environmental Response, Compensation and Liability 
Act, as amended (42 U.S.C. Section 9601 et seq.), the Resource 
Conservation and Recovery Act as amended (42 U.S.C. Section 6901 et 
seq.), the Hazardous Materials Transportation Act, as amended, 
(49 U.S.C. Section 1801 et seq.), the Clean Air Act, as amended (33 
U.S.C. Section 1251 et seq.), the Federal Water Pollution Control Act, 
as amended (33 U.S.C.Section 1251, et seq.), the New York State 
Environmental Conservation Law, as amended, the Sanitary Code of 
Suffolk, and any applicable requirements to register underground 
storage tanks, relating to emissions, discharges, releases or 
threatened releases of Hazardous Materials into ambient air, 
surface water, groundwater, publicly owned treatment works, 
septic systems or land, or otherwise relating to the pollution or 
protection of health or the environment.

	To the extent utilized herein, "Hazardous Materials" means 
(a) any substance, material or waste defined, used or listed as a 
"hazardous waste", "extremely hazardous waste", "restricted 
hazardous waste", "hazardous substance", "hazardous materials", 
"toxic substance" or other similar terms as defined or used in 
any Environmental Laws, and (b) any petroleum products, asbestos, 
polychlorinated biphenyls, flammable explosives or radioactive 
materials, 
	
	30. Exchange Language.  Like-Kind Exchange.  Seller 
acknowledges that Purchaser has advised Seller that Purchaser may 
exchange the Premises for real property of like kind under such 
terms and conditions that qualify as an exchange within the 
meaning of Section 1031 of the Internal Revenue Code of 1986, as 
amended.  Notwithstanding any other provisions of this Agreement 
to the contrary, the following conditions are agreed and 
understood by the parties hereto:

	Purchaser shall have the right, to assign this Agreement to 
a trustee under an exchange trust agreement to facilitate a like 
kind exchange under Internal Revenue Code Section 1031 provided 
that the last sentence of paragraph 21 shall be complied with.

	Seller shall not be required to incur any cost or liability 
or spend or advance any sums of money in excess of that which 
Seller otherwise would have been required to incur or expend in 
connection with the sale of the Premises; all such excess sums of 
money and all such costs and liabilities shall be the 
responsibility of an provided by Purchaser, and shall be paid or 
undertaken, as the case may require, by Purchaser in accordance 
with the provisions of the exchange trust agreement.


WITNESS:					          				SELLER:

/s/Charles Bartel	       		By:/s/Stewart Katz, President
                                      Stewart Katz

WITNESS:								           	PURCHASER:

_________________________ 		By:/s/Mitchel Reckson

	The undersigned hereby agrees to act as Escrowee pursuant to 
the terms of the Purchase and Sale Agreement set forth above and 
pursuant to the Rider annexed hereto acknowledges receipt of the 
Deposit.

	FIRST AMERICAN TITLE INSURANCE, INC.



	By:/s/Andrew S. Knee, Sr. V.P.
	ESCROWEE






G:\MAIN\CORPS\CO-3376\6thPSA.401




                  RIDER TO CONTRACT OF SALE
                ADDITOINAL ESCROW PROVISIONS


1.  Escrowee acknowledges its receipt of the Deposit by
check and agrees to hold it pursuant to the provisions of this 
Agreement for the benefit of each of Purchaser and Seller in 
accordance with the Contract.  The Deposit shall be invested in a 
money-market account at either Chemical Bank or EAB in a Nassau 
County Branch, New York or other interest bearing account with a 
federally insured banking or savings institution having offices 
in New York City as selected by Escrowee and agreed to by Seller 
and Purchaser.  It is expressly acknowledged by Seller and 
Purchaser that Escrowee shall be permitted and obligated to 
deposit the funds with a federally insured institution, but each 
recognizes and agrees that the limits of such insurance may be 
less than the total funds on deposit and that Escrowee shall not 
be required to spread the funds among different institutions in 
order to fall within the federal insurance coverage limitations. 
 Escrowee shall have no liability for the loss of principal or 
interest on the deposited funds by any depository or the failure 
of a depository to return the principal of, or pay interest on, 
the deposited funds when requested, or for any other default, 
action or in action on the part of such depository. Seller and 
Purchaser understand that it may take some time to deposit the 
funds and some time to withdraw the funds and that the funds will 
earn no interest during such times.  The term "Deposit" as used 
herein shall, unless otherwise provided, be deemed to include any 
and all interest earned on the Deposit pursuant to this 
Agreement.


     2.  If a dispute shall arise as to the disposition of the 
Deposit or if Escrowee shall be uncertain as to its duties or 
rights hereunder, Escrowee is authorized to (x) refrain from 
taking any action other than to keep safely the Deposit, except 
to comply with the judgment of a court of competent jurisdiction 
as to the disposition thereof, or (y) deposit or turn over the 
Deposit with or to any court of competent jurisdiction and 
thereupon be relieved from all responsibilities with respect 
thereto.

















                        LIST OF SCHEDULES






	Schedule A.................................	Legal Description

	Schedule B............................	Permitted Encumbrances

	Schedule C...............................	List of Contractors

	Schedule D.................................	Engineer's Report

	Schedule I................................	County Certificate

	Schedule I-A.....................................	Dec. Letter

	Schedule II.........................................	Form S-9

	Schedule III...........................	Environmental Matters

	Schedule IV........................................	Insurance































SCHEDULE "A" - Legal Discription

       FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK  

Title No. 151-S-1422


     ALL that certain plot, piece of parcel of land, situate, 
lying and being at Farmingdale, Town of Babylon, County of 
Suffolk and State of New York, more particularly bounded and 
described as follows:

     BEGINNING at a point on the Northerly side of Price Parkway, 
which point of beginning is 1547.61 feet, West of the corner 
formed by the intersection of the Westerly side of Broad Hollow 
Road and the Northerly side of Price Parkway;

     RUNNING THENCE along the Northerly side of Price Parkway, 
South 72 degrees 58 minutes 48 seconds West, a distance of 736.62 
feet;

     THENCE North 40 degrees 22 minutes 06 seconds West, 266.91 
feet;

     THENCE North 23 degrees 09 minutes 16 seconds East, a 
distance of 419.99 feet, to a point;

     THENCE along the arc of a curve, bearing to the right, the 
radius of which is 310 feet and the arc angle of which is 56 
degrees 45 minutes 26 seconds for a length of 307.09 feet, to a 
point;

     THENCE North 21 degrees 44 minutes 52 seconds East a 
distance of 43.64 feet;

     THENCE North 68 degrees 15 minutes  08 seconds West, a 
distance of 320 feet;

     THENCE South 21 degrees 44 minutes 12 seconds West, a 
distance of 464.44 feet;

     THENCE North 68 degrees 15 minutes 48 seconds West, 58 feet;

     THENCE North 21 degrees 44 minutes 12 seconds East, 522.44 
feet;

     THENCE South 68 degrees 15 minutes 08 seconds East, a 
distance of 677.55 feet;

     THENCE South 17 degrees 01 minutes 12 seconds East, a 
distance of 565.39 feet, to the point or place of BEGINNING.



SCHEDULE "B" - Permitted Encumbrances


       FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK     

Title No. 151-S-1422


     Hereinafter set forth are additional matters which will 
appear in our policy as exceptions from coverage unless disposed 
of to our satisfaction prior to the closing of delivery of the 
policy.

DISPOSITION:

1.  Any state of facts which an accurate survey of current date 
would disclose.
 
2.  The exact location, courses, distances and dimensions of the 
premises described in Schedule A are not insured without a 
survey thereof acceptable to this Company.
 
3.  Covenants and/or restrictions set forth in a(n) Declaration by 
and between East coast Lumber Terminal, Inc., dated October 4, 
1954, recorded October 21, 1954, in Liber 3777 page 424. (See 
Within).
 
4.  Covenants and/or restrictions set forth in a(n) Declaration by 
and between East Coast Lumber Terminal, Inc., dated September 
17, 1954, recorded October 21, 1954, in Liber 3777 page 426 
(See Within).
 
5.  Easement contained in deed by and between East Cost Lumber 
Terminal, Inc., and S.K. Plainview Corp., dated January 26, 
1961, in Liber 4944 page 359 (See Within) not located.
 
6.  Rights and Easements contained in instrument dated June 15, 
1962, by and between The Long Island Railroad Company and East 
Coast Lumber Terminal, Inc., recorded July 23, 1962, in Liber 
5201 page 179 (See Within), as amended by Indenture by and 
between the Long Island Railroad Company and Virgil M. Price 
Industrial Park, Inc., dated December 10, 1965, recorded 
January 28, 1966, in Liber 5903 page 83. (See Within).
 
7.  Terms, Covenants, Conditions and Easements in Agreement by and 
between East Coast Lumber Terminal, Inc., and Max L. Bliss, 
dated June 30, 1962, recorded September 23, 1962, in Liber 
5236 page 68 (See Within) Easements not located.
 
8.  Covenants and/or restrictions set forth in a(n) Declaration by 
and between Virgil M. Price Industrial Park, Inc., recorded 
April 10, 1963, in Liber 5331 page 479. (See Within).
 
9.  Drainage Easement contained in instrument dated February 26, 
1976, by and between Greenman Bros., Inc., and town of 
Babylon, recorded May 28, 1976, in Liber 8040 page 597 (See 
Within) (Affects Easterly 39.5 feet and Northerly portion of 
premises (not specifically located).
 
10.  Covenants and/or restrictions set forth in a(n) deed by and 
between Marlyn Associates and 85 Willis Avenue Realty Corp., 
dated January 31, 1969, and recorded February 25, 1969 in 
Liber 6510 at page 282. (See Within).


































SCHEDULE "C" - List of Contractors

 
                  SCHEDULE C TO CONTRACT BETWEEN
                       NOODLE KIDOODLE, INC.
                              AND
                  RECKSON OPERATION PARTNERSHIP



EWT Contracting
47-47 58th Street
Woodside, New York 11377

(718) 533-8306


Asbestos Containment Services
1 World Trade Center
New York, New York 10048

(212) 912-1620

































<TABLE>
<CAPTION>


SCHEDULE "D" - Engineer's Report

                            REMEDIAL COST ESTIMATES

                 DEFERRED MAINTENANCE & EXISTING DEFICIENCIES


                                                                      COST ESTIMATE       
No.     DESCRIPTION                                              IMMEDIATE   SHORT-TERM
                                                                             (0-1 Year)

<S>      <C>                                                     <C>         <C>
1.1      Apply Coal Tar Sealant (3-Coats) to Parking Areas &
         Drives - Asphalt pavement is severely oxidized and
         encumbered by cracks and oil staining in the parking
         spaces.                                                              $12,200
         Clean all surface cracks 1/4" or larger and fill using
         a hot rubberized crack filler ASTM 3405. Clean all
         surfaces and prime all oil spots. Squeegee apply Poly-
         Tar Coal Tar Emulsion or equal sealer.  First coat
         (primer) to be without sand, and the second and third
         coasts are to include 6 lbs. Sand per gallon of emul-
         sion.  Upon completion, re-stripe parking lot and all
         directional stenciling.                                              $   500

1.2       Replace Deteriorated Sections of Asphalt Pavement -
         Paved parking areas are encumbered by cracks, soft
         areas having extensive crazing and alligatoring of
         the surface, and deteriorated sections.  Previous
         patch type repairs were noted.                                       $ 1,500
         Saw cut and excavate to a depth of 6" asphalt paving
         from deteriorated sections.  Install 6" of suitable
         base material, either Item IV or crushed limerock, and
         compact.  Apply liquid tack coat for bonding.  Install
         1 1/2" of Type III asphalt, and machine roll for com-
         paction and smooth finish.  Cost will vary depending
         upon the area replaced.

1.3       Replace Concrete Walkway Sections - Significant
         sections of walkways are severely cracked, settled and
         heaved.  Such condition is noted at the main entrance
         on the south side of the building.  Remove deteriorated
         sections, prepare bed, and install new 4" thick side-
         walks complete with W.W.F. and expansion joints.
         Sections that exhibit cracks but that do not warrant
         replacement should have all cracks pointed with a non-
         shrinking grout.                                            $500

1.4      Repair Cracked and Spalled Steps, and Replace Hand-
         rails - The concrete steps located at service areas
         are cracked, deteriorated, and spalled.  Complete
         replacement does not appear to be necessary at this
         time.  However, patching of cracked and deteriorated
         surfaces is recommended.  Replace damaged steel pipe
         railings with new painted units.                                     $ 3,500

2.0      Substructure & Superstructure
2.1      Superstructure:  Replace Missing & Damaged Fire-
         proofing Applied to Structural Steel - Fireproof
         covering to the steel beams located at the mezza-
         nine level area is missing or damaged.  Similarly,
         column fireproofing is also lacking at some areas.
         All beam and girder fireproofing should be repaired,
         damaged column fireproofing removed, the column
         examined for soundness, and its fireproofing restored.               $ 1,000

3.0      Exterior - Stone, Concrete & Masonry Systems
3.1      Repair Brick & CMU Walls - Masonry facade walls are
         cracked, have open mortar joints, are displaced,
         spalled, and damaged by service vehicles.  Seal and
         grout all open joints, cracks and wall penetrations,
         and replace damaged masonry walls.                                   $15,000

3.2      Fenestration & Doors:  Paint Service Doors and
         Miscellaneous Metals - Paint on hollow metal doors,
         railings and miscellaneous metals is faded and 
         weathered.  Wire brush and prepare surfaces,
         prime and apply two (2) coats of Glidden Industrial
         Enamel #4550, or equal.                                              $ 2,000

4.0      Roof
4.1      Apply aluminum Reflective Coating to Smooth-Surface
         Built-up Roof - Existing reflective coating is
         beginning to fade.  A re-application of an aluminum
         coating is recommended to reflect the sun's heat to
         prevent further drying-up of the remaining flood
         coat, to reduce the building's cooling load, and to
         extend the expected useful life of the BUR system.                   $75,200

         Make necessary remedial flashing repairs and broom
         sweep roof of all debris.  Further clean roof surface
         with Castrol Super Clean, or equal, diluted with 10 parts
         water.  Then apply Karnak Aluminum Coating or equal
         in full conformance with manufacturer's instructions.
         Budget cost over three (3) years with 1/3 of the roof
         to be coated each year.

5.0      Interior
5.1      Repair CMU Warehouse Wall - Loose and displaced CMU at
         an interior warehouse wall at the northwest corner appear
         to be in eminent danger of falling.  Remove loose
         masonry and repair the hazardous condition.                   $500

5.2      Replace Stained and Damaged Ceiling Tiles - Numerous
         acoustic ceiling tiles are damaged, missing or stained
         from roof leaks.  Budget replace with new ceiling tiles.              $  500

7.0       Heating, Ventilation & Air Conditioning
7.1       Repair Leaks at Boilers - There are indications of water
          circulator pump leaks and oil leaks.  Replace or repair
          pumps as necessary.                                                   $  500

7.2       Refurbish Space Heaters - Hydronic space heaters in the
          require refurbishing with new fans, motors, pumps, etc.               $12,000

7.3       Replace HVAC System - Five (5) original equipment air
          handling units have realized its EUL.  Numerous repairs
          have not rectified the problems.  Replace with package
          RTU's to be phased-in over three (3) years.                           $ 7,700

8.0       Electric
8.1       Relamp and Provide new Ballasts - The 400 watts HPS lights
          require relamping and new ballasts.  The original units
          have realized their EUL.                                              $ 5,000

8.1       Perform Electrical Repairs and Maintenance - Rusted EMT
          at the roof area, loose wiring, missing cover plates,
          etc. were noted throughout the building.  Perform
          replacement and repairs to comply with code requirements.             $ 5,000

                                                          Total:    $ 1,000    $141,600
                                                  Rounded Total:    $ 1,000    $142,000

</TABLE>




SCHEDULE "I" - County Certificate




                       COUNTY OF SUFFOLK



                       ROBERT J. GAFFNEY
                    SUFFOLK COUNTY EXECUTVE


DEPARTMENT OF HEALTH SERVICES                 MARY E. HIROCAD,   
                                              M.D., M.P.H.
                                               COMMISSIONER

Date:  October 5, 1996


To:  G & M Dege                 From:  Suffolk County Department
     250 Orchard Road                  of Health Services
     E. Patchogue, NY  11772           Bureau of Hazardous         
                                       Materials
                                       15 Horseblock Place
                                       Farmingville, NY  11730

Re:  Decommissioning of Underground Storage Tanks
     SCDHG ID # 2-1672

Facility Name:

Facility Address:

Gentlemen/Madem:

This is to confirm that on           a representative of this 
department witnessed the proper [ ] removal / [ ] abandonment in 
place of the following above/underground tank(s):

___________________________  _______________________________
___________________________  _______________________________
___________________________  _______________________________
___________________________  _______________________________
___________________________  _______________________________

 [X] This required inspection of the tank removal(s) reveals no
     visible ground contamination within the excavation.

 [ ] This required inspection of the tank removal(s) revealed
     ground contamination.

 [ ] This required inspection of the tank abandonment(s) con-
     firmed that this tank was properly cleaned and filled with
     sand/concrete.  Samples taken from the required groundwater
     monitoring wells will be analyzed by the NYSDEO and they
     will notify you of any necessary remedial action.

                           Very truly yours,

                           /s/John A. Gladyez

                           Bureau of Hazardous Materials
                           JOHN A. GLADYEZ
                           SR. PUBLIC HEALTH SANITARIAN








SCHEDULE "I-A" - Dec. Letter





(516) 444-0320




__________________________
__________________________
__________________________


RE:  Spill # ____________________________________

Dear _________:

     This Department has reviewed the referenced spill file. 
Based upon this review, we have no further requirements for this 
spill at this time.

     Should additional environmental problems be discovered at 
this referenced site, this office will require further action at 
that time.  This spill file has been removed from our active 
spill list.

                              Sincerely,


                               ______________________
                               ______________________











SCHEDULE "II" - Form S-9


FORM S-9


         S.C. DEPT. OF PUBLIC WORKS, DIV. OF SANITATION
                   S.C. DEPT. OF HEALTH


Purported owner                 Building Permit No. _____________

Name _________________________  Map Name ________________________

Address ______________________  Map  No. ________________________

        ______________________  Hamlet of _______________________

Telephone No. ________________  Township of _____________________

                                Lot No. _________________________

TO WHOM IT MAY CONCERN:;

The sanitary sewers and appurtenances, sewage disposal facilities 
and water supply for the above mentioned structure have been 
inspected by these departments and found to be satisfactory.

                                Construction ____________________

                                Administration __________________

Sanitary Sewers and Appurtenances

Date ____________________________________________________________
                 Dept. of Public Works, Div. Of Sanitation

Sewage Disposal Facilities

Date ____________________________________________________________
                              Department of Health

Water Supply

Date ____________________________________________________________
                              Department of Health

PLEASE NOTE -Where required by contract, escrow deposits must be
             made to the Department of Public Works, Division of
             Sanitation, before Certificate of Occupancy can be
             issued.

IMPORTANT -  Please be advised that a minimum of three (3)
             business days are required to process this form. 
             THIS FORM MUST BE SUBMITTED IN TRIPLICATE.




SCHEDULE "III" - Environmental Matters

         Schedule III to Contract between Noodle Kidoodle, Inc.
              and Reckson Operating Partnership L.P.



1.  Letter from U.S. Department of Labor dated 1/18/96 copy
    attached.

2.  Response to U.S. Department of Labor dated 1/25/96, copy  
    attached.
 
3.  Letter from A.N.S. Insulation Corp.
 
4.  Existing unregistered underground oil tank.
 
5.  Possible asbestos in a portion of the warehouse.









U.S. DEPARTMENT OF LABOR          Occupational Safety and Health
                                  Administration
                                  990 Westbury Road
                                  Westbury, NY  11590
                                  516-334-3344  Fax: 516-334-3326

1/18/96



Noodle Kidoodle
105 Price Parkway
Farmingdale, NY  11735

RE:  Noodle Kidoodle
     Complaint No. 76949817

Dear Leslie Fischbein:

On 1/17/96, the Occupational Safety and Health Administration 
(OSHA) received a notice of (safety and/or health) hazards at 
your worksite at:

     105 Price Parkway
     Farmingdale, NY  11735

We appreciate the opportunity we had to discuss the alleged 
hazards with you over the telephone on 1/18/96. A review of the 
specific nature of the alleged hazards is as follow:

Office in the rear, employees (approximately 30 - 50) potentially 
exposed to asbestos.

We have not determined whether the hazards, as alleged, exist at 
your workplace; and we do not intent to conduct an inspection at 
this time.  However, since allegations of violations and/or 
hazards have been made, we request that you immediately 
investigate the alleged conditions and make any necessary 
corrections or modifications.  Please advise me in writing, no 
later than 1/25/96 of the results of your investigation.  You 
must provide supporting documentation of your findings, including 
any applicable measurements or monitoring results, and 
photographs/video which you believe would be helpful, as well as 
a description of any corrective action you have taken or are in 
the process of taking, including of the corrected condition.

This letter is not a citation of proposed penalty which, 
according to the OSHA Act, may be issued only after an inspection 
or investigation of the workplace.  It is our goal to assure that 
hazards are promptly identified and eliminated.  Please take 
immediate corrective action where needed.  We encourage employee 
participation in investigating and responding to any alleged 
hazard.  If we do not receive a response from you by 1/25/96 
indicating that appropriate action has been taken or that no 
hazard exists and why, and OSHA inspection will be conducted.  An 
inspection may include a review of the following:  injury and 
illness records, hazard communication, personal protective 
equipment, emergency action or response, bloodborne pathogens, 
confined space entry, lockout and related safety and health 
issues.

Please note, however, that OSHA selects for inspection some cases 
where we have received letters in which employees have indicated 
satisfactory corrective action.  This is to ensure that employers 
have actually taken the action stated in their letters.

The State of New York offers OSHA consultation services, without 
charge, to assist in resolving all occupational safety and health 
issues.  The variety of services available or the scheduling of 
those services may be limited by the consultation project's 
requirement to give priority to small businesses in high hazard 
industries and by its backlog.  However, you may be able to 
obtain similar services from your insurance carrier or private 
consultant in a more timely fashion.  To discuss or request the 
services, call or write your New York consultation project at the 
following address:

                      New York State Department of Labor
                      Division of Occupational Safety and Health
                      175 Fulton Avenue
                      Hempstead, NY  11550
                      516-485-4408

You are requested to post a copy of this letter where it will be 
readily accessible for review by all of your employees and return 
a copy of the signed Certificate of Posting (Attachment A) to 
this office.  Also, you are requested to provide a copy of this 
letter and your response to it to a representative of any 
recognized employee union of safety committee if these are at 
your facility.  Failure to do this may result in an on-site 
inspection.  The complainant has been furnished a copy of this 
letter and will be advised of your response.  Section  11(c) of 
the OSHA Act provides projection for employees against 
discrimination because of their involvement in protected safety 
and health related activity.

If you have any questions concerning this matter, please contact 
the Area Office at the address in the letterhead.  Your personal 
support and interest in the safety and health of your employees 
is appreciated.

Sincerely,

/s/Anthony J. DeSiervi

Anthony J. DeSiervi
Area Director

Enclosure

AJD:

Noodle Kidoodle, Inc.
105 Price Parkway
Farmingdale, NY  11735





January 25, 1996



U.S. Department of Labor
Occupational Safety and Health
Administration
990 Westbury Road
Westbury, NY  11950

Attn:  Lucy Zurek

RE:  Noodle Kidoodle
     Complaint No. 76949817

Dear Ms. Zurek:

As I advised you during our telephone conversation today, Noodle 
Kidoodle is in the process of contracting to sell the building at 
105 Price Parkway, Farmingdale.  The potential buyer hired an 
environmental company to inspect the building.  Since I have not 
been able to get a commitment as to when the report will be 
available, I have contacted A.N.S. Environmental to do an 
inspection for Noodle Kidoodle.

It is my understanding that they will finish their inspection by 
January 29, 1996 and provide us with a written report shortly 
thereafter.  I will furnish you with the findings and any 
necessary action plan by February 2, 1996.

Thank you.

Very truly yours,

/s/Charles A. Rollins, Jr.

Charles A. Rollins, Jr.
Vice President

CAR:ak









                            A.N.S.
                       INSULATION CORP.
                Asbestos Abatement Specialist
             Commercial . Industrial . Residential
              (516) 249-5565 . Fax (516) 249-3798


January 29, 1996



Greenman Bros, Inc.
105 Price Parkway
Farmingdale, NY  11735

Attn:  Mr. Charles A. Rollins, Jr.

Re:  105 Price Parkway

We have visually inspected the upper office area at 105 Price 
Parkway and to the best of our ability and knowledge, we cannot 
see any sign of asbestos present. There does not seem to be any 
potential exposure.

If you have any further questions, please feel free to call.

Sincerely,

/s/Paula Collins

Paula Collins


ll/PC



















<TABLE>
<CAPTION>
SCHEDULE "IV" - Insurance

          111 Dale Street, West Babylon, New York 11704     


                      GREENMAN BROS., INC.
                    SCHEDULE OF INSURANCE FOR
               105 PRICE PARKWAY, FARMINGDALE, NY


Policy      Carrier        Coverages                            Policy Period 

<S>         <C>            <C>                                  <C>       
Property    Arkwright      Building - $8,051,000                7/1/95-7/1/96
                           Machinery & Equipment - $3,810,000
                           Special Form Includes Flood and
                            Earthquake
                           Boiler Coverage Included
                            Deductible $50,000

Comm'l
Gen. Liab.  Fireman's      Limit - $1,000,000 Occurrence        7/1/95-7/1/96
            Fund                   $2,000,000 Aggregate
                                   $2,000,000 Prod./Compl. Ops.

Umbrella    Fidelity &     Limit $10,000,000                    7/1/95-7/1/96
            Casualty of
            NY

Excess      U.S. Fire Ins. Limit $10,000,000 x/s $10,000,000    7/1/95-7/1/96
Liab.       Co.


 



 

 








</TABLE>