<PAGE>

                                                                   EXHIBIT 10.37

A 185-Blumberg's Improved Gilsey Form Lease I2-78         JULIUS BLUMBERG, INC.,
                                                          PUBLISHER, NYC 10013



        This Agreement BETWEEN LOUIS NATHAN WANK, IRVING WANK, MURRAY
WANK, SYLVIA GOSHEN, ANNA GODEL, SYLVIA THORNE and/or WANK BROTHERS,

                                                                     AS LANDLORD

AND

        BRAND MANUFACTURING CORP., a domestic corporation with offices at
529 Cozine Avenue, Brooklyn, NY 11208,

                                                                       AS TENANT

Witnesseth: The Landlord hereby leases to the Tenant the following
premises: the building located at and known as and by the street number
975-977 Shepherd Avenue, in the Borough of Brooklyn, County of Kings,
City and State of New York a/k/a 977 Shepherd Avenue,

for the term of EIGHT (8) YEARS

to commence from the 1st        day of          June, 1989 and to end on the
        31st day of             May        1997 to be used and occupied only for

               Manufacturing and Storage

                              UPON THE CONDITIONS AND COVENANTS FOLLOWING:
1st. That the tenant shall pay the annual rent of FORTY NINE THOUSAND TWO
HUNDRED ($49,200.00) DOLLARS per annum for the period June 1, 1989 to May 31,
1994 and FIFTY ONE THOUSAND NINE HUNDRED ($51,900.00) DOLLARS per annum for the
period June 1, 1994 to May 31, 1997,

said rent to be paid in equal monthly payments in advance on the 1st day of each
and every month during the term aforesaid, as follows: FOUR THOUSAND ONE HUNDRED
($4,100.00) DOLLARS per month commencing on the 1st day of June, 1989 and on the
1st day of each and every month until and including the 1st day of May, 1994;
FOUR THOUSAND THREE HUNDRED TWENTY FIVE ($4,325.00) DOLLARS per month commencing
on the 1st day of June, 1994 and on the 1st day of each and every month until
and including the 1st day of May, 1997,

2nd. That the Tenant shall take good care of the premises and shall, at the
Tenant's own cost and expense make all repairs

               and replacements to the demised premises

and at the end or other expiration of the term, shall deliver up the demised
premises in good order or condition, damages by the elements excepted.

3rd. That the Tenant shall promptly execute and comply with all statutes,
ordinances, rules, orders, regulations and requirements of the Federal, State
and Local Governments and of any and all their Departments and Bureaus
applicable to said premises for the correction, prevention, and abatement of
nuisances or other grievances, in, upon, or connected with said premises during
said term; and shall also promptly comply with and execute all rules, orders and
regulations of the New York Board of Fire Underwriters, or any other similar
body, at the Tenant's own cost and expense.

4th. That the Tenant, successors, heirs, executors or administrators shall not
assign this agreement, or underlet or underlease the premises, or any part
thereof, or make any alterations on the premises, without the Landlord's consent
in writing; or occupy, or permit or suffer the same to be occupied for any
business or purpose deemed disreputable or extra-hazardous on

<PAGE>

6th. The said Tenant agrees that the said Landlord and the Landlord's agents and
other representatives shall have the right to enter into and upon said premises,
or any part thereof, at all reasonable hours for the purpose of examining the
same, or making such repairs or alterations therein as may be necessary for the
safety and preservation thereof.

7th. The Tenant also agrees to permit the Landlord or the Landlord's agents to
show the premises to persons wishing to hire or purchase the same; and the
Tenant further agrees that on and after the sixth month, next preceding the
expiration of the term hereby granted, the Landlord or the Landlord's agents
shall have the right to place notices on the front of said premises, or any part
thereof, offering the premises "To Let" or "For Sale", and the Tenant hereby
agrees to permit the same to remain thereon without hindrance or molestation.

8th. That if the said premises, or any part thereof shall be deserted or become
vacant during said term, or if any default be made in the payment of the said
rent or any part thereof, or if any default be made in the performance of any of
the covenants herein contained, the Landlord or representatives may re-enter the
said premises by force, summary proceedings or otherwise, and remove all persons
therefrom, without being liable to prosecution therefor, and the Tenant hereby
expressly waives the service of any notice in writing of intention to re-enter,
and the Tenant shall pay at the same time as the rent becomes payable under the
terms hereof a sum equivalent to the rent reserved herein, and the Landlord may
rent the premises on behalf of the Tenant, reserving the right to rent the
premises for a longer period of time than fixed in the original lease without
releasing the original Tenant from any liability, applying any moneys collected,
first to the expense of resuming or obtaining possession, second to restoring
the premises to a rentable condition, and then to the payment of the rent and
all other charges due and to grow due to the Landlord, any surplus to be paid to
the Tenant, who shall remain liable for any deficiency.

9th. Landlord may replace, at the expense of Tenant, any and all broken glass in
and about the demised premises. Landlord may insure, and keep insured, all plate
glass in the demised premises for and in the name of Landlord. Bills, for the
premiums therefor shall be rendered by Landlord to Tenant at such times as
Landlord may elect, and shall be due from, and payable by Tenant when rendered,
and the amount thereof shall be deemed to be, and paid as, additional rental.
Damage and injury to the said premises, caused by the carelessness, negligence
or improper conduct on the part of the said Tenant or the Tenant's agents or
employees shall be repaired as speedily as possible by the Tenant at the
Tenant's own cost and expense.

10th. That the Tenant shall neither encumber nor obstruct the sidewalk in front
of, entrance to, or halls and stairs of said premises, nor allow the same to be
obstructed, or encumbered in any manner & SHALL KEEP THE SIDEWALK IN FRONT OF
THE PREMISES FREE & CLEAR OF SNOW, ICE, DIRT, DEBRIS & RUBBISH.

11th. The Tenant shall neither place, or cause or allow to be placed, any sign
or signs of any kind whatsoever at, in or about the entrance to said premises or
any other part of same, except in or at such place or places as may be indicated
by the Landlord and consented to by the Landlord in writing. And in case the
Landlord or the Landlord's representatives shall deem it necessary to remove any
such sign or signs in order to paint the said premises or the building wherein
same is situated or make any other repairs, alterations or improvements in or
upon said premises or building or any part thereof, the Landlord shall have the
right to do so, providing the same be removed and replaced at the Landlord's
expense, whenever the said repairs, alterations or improvements shall be
completed.

12th. That the Landlord is exempt from any and all liability for any damage or
injury to person or property caused by or resulting from steam, electricity,
gas, water, rain, ice or snow, or any leak or flow from or into any part of said
building or from any damage or injury resulting or arising from any other cause
or happening whatsoever unless said damage or injury be caused by or be due to
the negligence of the Landlord.

13th. That if default be made in any of the covenants herein contained, then it
shall be lawful for the said Landlord to re-enter the said premises, and the
same to have again, re-possess and enjoy. The said Tenant hereby expressly
waives the service of any notice in writing of intention to re-enter.

14th. That this instrument shall not be a lien against said premises in respect
to any mortgages that are now on or that hereafter may be placed against said
premises, and that the recording of such mortgage or mortgages shall have
preference and precedence and be superior and prior in lien of this lease,
irrespective of the date of recording and the Tenant agrees to execute without
cost, any such instrument which may be deemed necessary or desirable to further
effect the subordination of this lease to any such mortgage or mortgages, and a
refusal to execute such instrument shall entitle the Landlord, or the Landlord's
assigns and legal representatives to the option of cancelling this lease without
incurring any expense or damage and the term hereby granted is expressly limited
accordingly.

15th. The Tenant has this day deposited with the Landlord the sum of $8,650.00
as security for the full and faithful performance by the Tenant of all the
terms, covenants and conditions of this lease upon the Tenant's part to be
performed, which said sum shall be returned to the Tenant after the time fixed
as the expiration of the term herein, provided the Tenant has fully and
faithfully carried out all said terms, covenants and conditions on Tenant's part
to be performed. In the event of a bona fide sale, subject to this lease, the
Landlord shall have the right to transfer the security to the vendee for the
benefit of the Tenant and the Landlord shall be considered released by the
Tenant from all liability for the return of such security; and the Tenant agrees
to look to the new Landlord solely for the return of the said security, and it
is agreed that this shall apply to every transfer or assignment made of the
security to a new Landlord.

16th. That the security deposited under this lease shall not be mortgaged,
assigned or encumbered by the Tenant without the written consent of the
Landlord.

17th. It is expressly understood and agreed that in case the demised premises
shall be deserted or vacated, or if default be made in the payment of the rent
or any part thereof as herein specified, or if, without the consent of the
Landlord, the Tenant shall sell, assign, or mortgage this lease or if default be
made in the performance of any of the covenants and agreements in this lease
contained on the part of the Tenant to be kept and performed, or if the Tenant
shall fail to comply with any of the statutes, ordinances, rules, orders,
regulations and requirements of the Federal, State and Local Governments or of
any and all their Departments and Bureaus, applicable to said premises, or if
the Tenant shall file or there be filed against Tenant a petition in bankruptcy
or arrangement, or Tenant be adjudicated a bankrupt or make an assignment for
the benefit of creditors or take advantage of any insolvency act, the Landlord
may, if the Landlord so elects, at any time thereafter terminate this lease and
the term hereof, on giving to the Tenant five days' notice in writing of the
Landlord's intention so to do, and this lease and the term hereof shall expire
and come to an end on the date fixed in such notice as if the said date were the
date originally fixed in this lease for the expiration hereof. Such notice may
be given by mail to the Tenant addressed to the demised premises.
<PAGE>

22nd. If after default in payment of rent or violation of any other provision of
this lease, or upon the expiration of this lease, the Tenant moves out or is
dispossessed and fails to remove any trade fixtures or other property prior to
such said default, removal, expiration of lease, or prior to the issuance of the
final order or execution of the warrant, then and in that event, the said
fixtures and property shall be deemed abandoned by the said Tenant and shall
become the property of the Landlord.

23rd. In the event that the relation of the Landlord and Tenant may cease or
terminate by reason of the re-entry of the Landlord under the terms and
covenants contained in this lease or by the ejectment of the Tenant by summary
proceedings or otherwise, or after the abandonment of the premises by the
Tenant, it is hereby agreed that the Tenant shall remain liable and shall pay in
monthly payments the rent which accrues subsequent to the re-entry by the
Landlord, and the Tenant expressly agrees to pay as damages for the breach of
the covenants herein contained, the difference between the rent reserved and the
rent collected and received, if any, by the Landlord during the remainder of the
unexpired term, such difference or deficiency between the rent herein reserved
and the rent collected if any, shall become due and payable in monthly payments
during the remainder of the unexpired term, as the amounts of such difference or
deficiency shall from time to time be ascertained; and it is mutually agreed
between Landlord and Tenant that the respective parties hereto shall and hereby
do waive trail by jury in any action, proceeding or counterclaim brought by
either of the parties against the other on any matters whatsoever arising out of
or in any way connected with this lease, the Tenant's use or occupancy of said
premises, and/or any claim of injury or damage.

24th. The Tenant waives all rights to redeem under any law of the State
of New York.

25th. This lease and the obligation of Tenant to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of Tenant to be
performed shall in nowise be affected, impaired or excused because Landlord is
unable to supply or is delayed in supplying any service expressly or impliedly
to be supplied or is unable to make, or is delayed in making any repairs,
additions, alterations or decorations or is unable to supply or is delayed in
supplying any equipment or fixtures if Landlord is prevented or delayed from so
doing by reason of governmental preemption in connection with a National
Emergency or in connection with any rule, order or regulation of any department
or subdivision thereof of any governmental agency or by reason of the condition
of supply and demand which have been or are affected by war or other emergency.

26th. No diminution or abatement of rent, or other compensation, shall be
claimed or allowed for inconvenience or discomfort arising from the making of
repairs or improvements to the building or to its appliances, nor for any space
taken to comply with any law, ordinance or order of a governmental authority. In
respect to the various "services," if any, herein expressly or impliedly agreed
to be furnished by the Landlord to the Tenant, it is agreed that there shall be
no diminution or abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such interruption or
curtailment shall be due to accident, alterations or repairs desirable or
necessary to be made or to inability or difficulty in securing supplies or labor
for the maintenance of such "service" or to some other cause, not gross
negligence on the part of the Landlord. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The Landlord shall
not be required to furnish, and the Tenant shall not be entitled to receive, any
of such "services" during any period wherein the Tenant shall be in default in
respect to the payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or decorations to
the demised premises after the date above fixed for the commencement of the
term, it being understood that rent shall, in any event, commence to run at such
date so above fixed.

27th. Landlord shall not be liable for failure to give possession of the
premises upon commencement date by reason of the fact that premises are not
ready for occupancy or because a prior Tenant or any other person is wrongfully
holding over or is in wrongful possession, or for any other reason. The rent
shall not commence until possession is given or is available, but the term
herein shall not be extended.

28th. Continued on Rider attached hereto and made a part hereof, commencing with
Paragraph 29th and ending with Paragraph 50th.

And the said Landlord doth covenant that the said Tenant on paying the said
yearly rent, and performing the covenants aforesaid, shall and may peacefully
and quietly have, hold and enjoy the said demised premises for the term
aforesaid, provided however, that this covenant shall be conditioned upon the
relocation of title to the premises by the Landlord.

And it is mutually understood and agreed that the covenants and agreements
contained in the within lease

<PAGE>

State of New York,      }
County of               }SS.:
                        }
   On the                 day of        19 ,     before me personally came

to me known and known to me to be the individual described in, and who
executed, the foregoing instrument, and acknowledged to me that he executed the
same.


State of New York,      }
County of               }SS.:
                        }

   On the                day of         19 ,     before me personally came
to me known, who, being by me duly sworn, did depose and say that he
resides at No.

that he is the                  of

the corporation mentioned in, and which executed, the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of said
corporation; and that he signed his name thereto by like order.



================================================================================

WANK BROTHERS,

                        Landlord,

-to-

BRAND MANUFACTURING CORP.,

                          Tenant.



================================================================================

                                      LEASE

================================================================================

Dated, May 3, 1989

LEONARD GOLDSTEIN, ESQ.
Attorney for Landlord
1861 Flatbush Avenue
Brooklyn, NY 11210
(718) 951-6400
<PAGE>

29th. The landlord shall not be required to furnish any services whatsoever to
the demised premises, it being distinctly understood and agreed that the tenant
is to furnish its own heat, water, sewer, electricity, gas, air conditioning and
all other utilities and services required for the premises.

30th. All payments required to be made to the landlord by the tenant shall be by
good check to the order of "WANK BROTHERS" at 549 Wortman Avenue, Brooklyn, NY
or at such other place as the landlord may designate in writing.

31st. The tenant may, at its own cost and expense, place such signs on the
premise for its own business purposes as shall comply with the appropriate laws
and ordinances and with the rules and regulations of the authorities having
justification thereof.

32nd. All licenses, permits or authorizations required to conduct its business
permitted under this lease shall be obtained by the tenant at its own cost and
expense.

33rd. It is understood and agreed that wherever the typewritten portions of
this lease and/or rider are in conflict with the printed portion, the
typewritten portions shall control.

34th. (A) The tenant shall pay, as additional rent, any increase in real estate
taxes for land and improvements which may be levied upon the leased premises
during the term of this lease "and any renewal thereof" in excess of the real
estate taxes levied over for the fiscal year 1998/89 as the same may be.

        (B) In any suit or proceeding arising out of the failure


                                      -1-

<PAGE>


of the tenant to pay such increased taxes, the bill or receipt from the proper
official or department with respect to any such facts therein stated shall be
proof thereof. The tenant may contest any tax charge payable by it.

        Any such contest shall be conducted by the tenant at its own cost and
expense and the landlord agrees to fully cooperate in such contest and permit
the same to be conducted in the name of the landlord.

35th. Any assessments which may be levied upon the leased premises shall be
payable by the tenant. The tenant may contest the assessment payable by it.

        Any such contest shall be conducted by the tenant at its own cost and
expense and the landlord agrees to fully cooperate in such contest and permit
the same to be conducted in the name of the landlord.

        The bill or receipt from the proper official or department with respect
to such facts therein shall be proof thereof.

36th. All trade fixtures and trade equipment installed by the tenant may be
removed by the tenant upon termination of this lease or any renewal thereof,
provided that if such removal shall result in any damage to the demised
premises, the tenant shall make any and all repairs necessitated by such
removal, all at the tenant's own cost and expense. However, all improvements
installed by the tenant shall become the property of the landlord and may not be
removed by the tenant at any time.

37th. Anything herein contained to the contrary notwithstanding, all electrical
wiring, meters, panels, panel boxes, switches and appurtenances to the
electrical system which may be installed by the tenant, shall become part of the
realty and may not


                                      -2-

<PAGE>


thereafter be removed by the tenant when it removes from the premises.

38th. If any mechanics' liens shall be filed against the leased premises for
work done or materials furnished to the tenant, the tenant shall, within fifteen
(15) days after written notice by the landlord, cause said lien to be discharged
by payment, bond or in any other manner prescribed by law. Nothing herein
contained, or any other right afforded to the tenant in the provisions of this
lease, shall be construed to create or be the foundation for any lien, mortgage
or other encumbrance upon the interest of the landlord in said leased premises
or upon the building or improvements thereof; it being agreed that neither the
landlord nor the demised premises shall, under any circumstances, be liable for
the payment of any expenses incurred or the value of any work done or materials
furnished to the demised premises or any part thereof, for or on behalf of the
tenant, and the tenants shall be solely responsible for the contractors, labor
and material men furnishing labor and material to the demised premises.

39th. The tenant agrees that as one of the inducing factors to the landlord to
enter into this lease, the tenant will withhold any counterclaim which it may
have in any action or proceeding by the landlord to recover possession of the
premises, and the tenant agrees that any claim which it has against the landlord
will be prosecuted as an independent and separate action or proceeding, and not
as a counterclaim against the landlord.

40th. The tenant hereby waives its right to subrogated any and


                                      -3-
<PAGE>


all claims it may have against the landlord with respect to any policies of
insurance it may be required to carry under the. terms of this lease or any
renewal thereof.

41st. The tenant agrees to indemnify and hold the landlord harmless against any
and all claims for personal injuries and property damages occasioned by or as a
result of the tenant's use and occupancy of the demised premises.

42nd. The tenant agrees to furnish and properly install and maintain, at its own
cost and expense, four (4) twenty (20) pound portable A.B.C. (UL) Fire
Extinguishers on the premises at all times during the term of this lease and any
renewal thereof.

43rd. The tenant agrees to maintain the fire sprinkler system and an AFA or
similar system in the premises, at its own cost and expense. The tenant shall
have monthly inspections made of said system by a qualified company and shall
fully comply with all requirements of the insurance carrier and the Fire
Department of the City of New York and of any other body having jurisdiction
thereof. If, due to the tenant's use and occupancy of the premises, it shall
become necessary to have additional sprinkler heads installed and other
equipment installed, then same shall be installed and maintained by the tenant
at its own cost and expense. If, by reason of the tenant's use and occupancy of
the premises and its business operations, any changes or modifications to the
sprinkler system are recommended or directed to be made by the Board of Fire
Underwriters of the New York Fire Insurance Exchange or by Insurance Service
Offices (ISO) or by any board or body exercising similar functions, the tenant
shall, at its own cost and expense, promptly comply with the said


                                      -4-

<PAGE>




directions and/or recommendations, specifically for the demised premises.

44th. If the tenant makes any alterations and/or improvements to the premises
requiring the approval of the Building Department of the City of New York or
other body having jurisdiction thereof, the tenant shall give the landlord
fifteen (15) days' notice thereof in writing, and shall, before making such
alterations and/or improvements, furnish the landlord with a set of plans for
such alterations and/or improvements duly approved by the Building Department of
the City of New York or any other body having jurisdiction thereof.

45th. The tenant represents and warrants that is has not dealt with any real
estate broker in connection with the leasing of the premises herein, and the
tenant agrees to indemnify and hold the landlord harmless from any claims for
broker's commissions by any broker with whom the tenant may have dealt in
connection with the leasing of the within premises.

46th. It is distinctly understood and agreed that certain specific policies of
insurance, which are set forth under Subdivision (A), (B) and (C) hereunder, and
which are required to be obtained and maintained under this lease and any
renewal thereof, stall be obtained by the landlord, and, after presentment of
appropriate invoices and/or bills therefor to the tenant, the premiums therefor
shall be considered as additional rent and shall be paid by the tenant to the
landlord on the first day of the next ensuing month, together with the regular
rent, and in addition thereto;


                                       -5-

<PAGE>


        (A)     Comprehensive Liability Insurance Policy, naming the landlord as
the sole assured and protecting the landlord against liability occasioned by
accident or disaster on or about the premises, including the sidewalks adjacent
thereto, in the amount of ONE MILLION ($1,000,000.00) DOLLARS for liability for
personal (bodily) injuries; and in the amount of ONE HUNDRED THOUSAND
($100,000.00) DOLLARS for Water Damage Legal Liability Insurance and ONE HUNDRED
THOUSAND ($100,000.00) DOLLARS for Sprinkler Leakage Insurance. It is the
tenant's obligation to pay the landlord for the basic underlying comprehensive
insurance as required by umbrella or catastrophe insurance requirements of the
insurance carrier, but in no event less than $1,000,000.00 for personal (bodily)
injury, $100,000.00 for property damage, $1,000,000 for Water Damage Legal
Liability and $100,000.00 Sprinkler Leakage Insurance.

        (B)     Sprinkler Leakage Insurance Policy in the amount of $100,000.00
as interest may appear, for the benefit of the landlord, covering any damage to
the building and the landlord's equipment.

        (C)     New York Standard Stock Company Fire Insurance Policy, with
extended coverage, vandalism, Water Damage Legal Liability, malicious mischief
and rental income coverages, for damages due to fire, vandalism, extended
coverage, malicious mischief and rental income coverages, for damages due to
fire, vandalism, extended coverage, malicious mischief and sprinkler leakage and
to include Broad Form Property Damage Coverage, naming the landlord as the
assured and covering damage to the


                                      -6-



<PAGE>


building and premises leased hereunder, in the minimum amount of TWO HUNDRED
NINETY EIGHT THOUSAND ($298,000.00) DOLLARS or as required by the insurance
carrier.

47th. All notices required to be given by one party to the other under this
lease shall be by Certified Mail, Return Receipt Requested, addressed to the
landlord as WANK BROTHERS at 549 Wortman Avenue, Brooklyn, NY 11208, and to the
tenant as BRAND MANUFACTURING CORP. at 529 Cozine Avenue, Brooklyn, NY 11208, or
at such other addresses as either party may hereafter designate in writing.

48th. If tenant shall default in the observance or performance of any term or
covenant on tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, then, unless otherwise
provided elsewhere in this lease, landlord may immediately or at any time
thereafter and without notice perform the obligation of tenant thereunder, and
if landlord, in connection therewith or in connection with any default by tenant
in the covenant to pay rent hereunder, makes any expenditures or incurs any
obligations for the payment of money, including but not limited to attorneys'
fees, in instituting, prosecuting or defending any action or proceeding, such
sums so paid or obligations incurred with interest and costs shall be deemed to
be additional rent thereunder and shall be paid by tenant to landlord within
five (5) days of rendition of any bill or statement to tenant therefor, and if
tenant's lease term shall have expired at the


                                      -7-

<PAGE>


time of making or such expenditures or incurring of such obligations, such sums
shall be recoverable by landlord as damages.

49th. The tenant has inspected the building leased hereunder and is familiar
with the condition thereof, and agrees to take same "AS IS," and the landlord
makes no representations as to the condition thereof except as may be herein
specifically set forth.

50th. Notwithstanding anything herein to the contrary, it is understood and
agreed that tenant is taking possession on May 15, 1989 and will pay one-half
(1/2) month's rent from May 15, 1989 through May 31, 1989, or $2,050.00.

51st. Notwithstanding anything herein to the contrary, the tenant shall have the
option to extend this lease for the further period for 3 years. (See Rider)


                                      -8-

<PAGE>




time of making or such expenditures or incurring of such obligations, such sums
shall be recoverable by landlord as damages.

49th. The tenant has inspected the building leased hereunder and is familiar
with the condition thereof, and agrees to take same "AS IS," and the landlord
makes no representations as to the condition thereof except as may be herein
specifically set forth.

50th. Notwithstanding anything herein to the contrary, it is understood and
agreed that tenant is taking possession on May 15, 1989 and will pay one-half
(1/2) month's rent from May 15, 1989 through May 31, 1989, or $2,050.00.

51st. Notwithstanding anything herein to the contrary, the tenant shall have the
option to extend this lease for the further period for 3 years; commencing June
1, 1997 thru May 31, 2000 upon the tenant paying the annual rental of $51,900.00
(FIFTY ONE THOUSAND NINE HUNDRED) DOLLARS in monthly installments of $4,325.00
(FOUR THOUSAND THREE HUNDRED TWENTY-FIVE) DOLLARS per month in advance provided
(1) that the tenant is not in default under the terms of this lease; (2) that
written notice either by certified mail (Return Receipt Requested) or registered
mail (Return Receipt Requested) shall be given to the landlord by February 28,
1997 that tenant is exercising the option to renew the lease for the additional
three years.

                                      -8-


<PAGE>




                               EXTENSION OF LEASE

        AGREEMENT made on October 22, 1999 between LOUIS NATHAN WANK, IRVING
WANK, MURRAY WANK, SYLVIA GOSHEN, STEVEN GODEL, SYLVIA THORNE and/or WANK
BROTHERS, of 555 Wortman Avenue, Brooklyn, NY 11208 (landlord), and BRAND
MANUFACTURING CORP./SOURCE INFORMATION MANAGEMENT COMPANY, a New York
corporation having a principal place of business at 529 Cozine Avenue a/k/a 744
Berriman Street, Brooklyn, NY 11208 (hereinafter referred to as "Tenant"),

                                  WITNESSETH:

        WHEREAS, on June 1, 1989 the parties entered into a written lease for a
term of ten (10) years commencing June 1, 1989 and terminating May 31, 1997, as
well as a written Extension of Lease for a term of three (3) years commencing
June 1, 1989 and terminating May 31, 2000, the premises covered by the lease
being as follows: The building located at 975-977 Shepherd Avenue, Brooklyn, NY
11208, and

        WHEREAS, the parties desire to continue the lease on the terms
hereinafter stated.

        NOW, in consideration of the mutual covenants herein and contained in
the, lease, it is hereby agreed that the term of the lease be extended for a
period of five (5) years commencing June 1, 2000 and terminating April 30, 2005,
and that the extended term be under the same terms and conditions as now
contained in the lease except as follows:

        1. The annual rental of FIFTY ONE THOUSAND NINE HUNDRED ($51,900.00)
DOLLARS for the period commencing June 1, 2000 and ending April 30, 2005, all
payable in equal monthly installments of



<PAGE>





$4,325,00 per month in advance on the first day of each and every calendar month
for the said term.

        2.      It is distinctly understood and agreed that certain specific
policies of insurance which are set forth under Paragraph 3 herein and which are
required to be obtained and maintained under this lease and any renewal thereof,
shall be obtained by the Landlord and, after presentment of appropriate invoices
and/or bills therefor to the Tenant, the premiums therefor shall be considered
as additional rent and shall be paid by the Tenant to the Landlord on the first
day of the next ensuring month, together with the regular rent and in addition
thereto.

        3.      Landlord presently maintains a so-called "blanket insurance"
policy which insures the Premises and other buildings owned by Landlord (or in
which Landlord has an interest) against loss or damage occasioned by fire and
other extended coverage perils including, without limitation, loss or damage
resulting from vandalism, malicious mischief, theft, sprinkler leakage and loss
of rental income and which further provides comprehensive public liability
insurance insuring Landlord against loss or liability as the result of personal
injury or property damage. Landlord presently maintains the blanket insurance
policy with Aetna Insurance Company, but Landlord may elect to maintain such
insurance with another reputable insurance carrier authorized or licensed to
conduct business in the State of New York.

        Provided the blanket policy of insurance maintained by the landlord
provides insurance of the kind and in the amount customarily carried by prudent
owners of buildings comparable to




<PAGE>


thereafter and without notice, perform the obligation of Tenant thereunder and
if Landlord, in connection therewith or connection with any default by Tenant in
the covenant to pay hereunder, makes any expenditures or incurs any obligations
for payment of money, including but not limited to attorneys' fees instituting,
prosecuting or defending any action or proceed such sums so paid or obligations
incurred with interest and shall be deemed to be additional rent hereunder and
shall be by Tenant to Landlord within five (5) days of rendition of any or
statement to Tenant therefor, and if Tenant's lease terms have expired at the
time of making of such expenditures incurring of such obligations, such sums
shall be recoverable Landlord as damages,

        IN WITNESS WHEREOF, the parties have signed, sealed delivered this
instrument on the date first above written.


                                     LNW /s/ LOUIS NATHAN WANK
                                        ----------------------------------------

                                      IW /s/ IRVING WANK
                                        ----------------------------------------

                                      MW /s/ MURRAY WANK
                                        ----------------------------------------

                                      SG /s/ SYLVIA GOSHEN
                                        ----------------------------------------

                                      SG /s/ STEVEN GODEL
                                        ----------------------------------------

                                      ST /s/ SYLVIA THORNE
                                        ----------------------------------------

                                        BRAND MANUFACTURING CORP./SOURCE
                                        INFORMATION MANAGEMENT COMPANY

                                        By: /s/ MONTE WEINER - CEO
                                           -------------------------------------
                                                        MONTE WEINER - C.E.O. of
                                                                   Manufacturing


<PAGE>

================================================================================

                               EXTENSION OF LEASE

================================================================================

WANK BROTHERS,

                                                                       Landlord,

-to-

BRAND MANUFACTURING CORP./
SOURCE INFORMATION
MANAGEMENT COMPANY,

                                                                         Tenant.


================================================================================

Premises:       975-977 Shepherd
                Avenue,
                Brooklyn, NY


================================================================================


                                LEONARD GOLDSTEIN
                         ATTORNEY AND COUNSELLOR AT LAW

                              1861 FLATBUSH AVENUE

                            BROOKLYN, NEW YORK 11210

                                  718-258-1500

                                  718-951-6400


================================================================================