<PAGE>

                                                                   EXHIBIT 10.38

A 1,85--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, STEVEN GODEL, SYLVIA THORNE and/or WANK BROTHERS, of 555 Wortman
Avenue, Brooklyn, New York 11208


                                                                     as Landlord

and BRAND MANUFACTURING CORPORATION a domestic corporation with offices at 529
Cozine Avenue, Brooklyn, New York 11208


                                                                       as Tenant

WITNESSETH: THE LANDLORD HEREBY LEASES TO THE TENANT THE FOLLOWING PREMISES: The
building located at an known as and by the street number 553 Cozine Avenue,
a/k/a 735 Berriman Street, in the Borough of Brooklyn, County of Kings, City and
State of New York



FOR THE TERM OF One year

TO COMMENCE FROM THE    1st    DAY OF November            1995 AND TO END ON THE
 31st   DAY OF   October         1996 TO BE USED AND OCCUPIED ONLY FOR factory
storage





                                    UPON THE CONDITIONS AND COVENANTS FOLLOWING:

1ST. That the Tenant shall pay the annual rent of ONE HUNDRED SIXTY ONE THOUSAND
SEVEN HUNDRED DOLLARS ($161,700.00) for the period November 1, 1995 to October
31, 1996



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: THIRTEEN THOUSAND
FOUR HUNDRED SEVENTY FIVE DOLLARS ($13,475.00) on November 1, 1995 and said sum
of THIRTEEN THOUSAND FOUR HUNDRED SEVENTY FIVE DOLLARS ($13,475.00) on the first
day of each and every month thereafter through October 31, 1996.



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 account of fire,
under the penalty of damages and forfeiture, and in the event of a breach
thereof, the term herein shall im-


<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 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 be 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 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 and shall keep the sidewalk in front of
the premises free and 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 pan 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. *Front and side of building including 18 inches into the street.

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 $26,950.00
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 of 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 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 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.

18TH. Tenant shall pay to Landlord the rent or charge, which may, during the
demised term, be assessed or imposed for the water used or consumed

<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 trial 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 shill 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.









        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, bold and enjoy the said demised premises for the
term aforesaid, provided however, that this covenant shall be conditioned upon
the retention 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 shall be binding upon the parties
hereto and upon their respective successors, heirs, executors and
administrators.

<PAGE>

STATE OF NEW YORK
                           SS.:
COUNTY OF

     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
                           SS.:
COUNTY OF

     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
  of said corporation; and that    he signed h    name thereto by like order.




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









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

                                     LEASE

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

Dated,_________________________19



IN CONSIDERATION of the letting of the premises within mentioned to the within
named Tenant and the sum of


<PAGE>

RIDER TO LEASE DATED OCTOBER 13, 1995 BETWEEN WANK BROTHERS, et al., AS
LANDLORDS, BRAND MANUFACTURING CORP., AS TENANT, COVERING PREMISES 553 COZINE
AVENUE a/k/a 735 BERRIMAN STREET, BROOKLYN, NEW YORK 11208
--------------------------------------------------------------------------------

28TH. - The Landlords 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 and services
required for the premises.

29TH.   All payments required to be made, to the Landlord by the Tenant shall be
by good check to the order of "WANK BROTHERS" at 555 Wortman Avenue, Brooklyn,
NY 11208, or at such other place as the Landlord may designate in writing.

30TH.   The Tenant may, at its own cost and expense, place such signs on the
premises for its business purposes as shall comply with the appropriate laws and
ordinances and with the rules and regulations of the authorities having
jurisdiction thereof.

31ST.   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.

32ND.   It is understood and agreed that wherever the typewritten portions of
this lease and/or rider is in conflict with the printed portion, the typewritten
portion shall control.

33RD.   (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 for the fiscal year 1995/96 or as the same may be
reduced as a result of certiorari proceedings or otherwise.

<PAGE>

33RD.   (B) In any suit or proceedings arising out of the failure 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 Landlords agree to fully cooperate in such contest and permit
the same to be conducted in the name of the Landlords.

34TH.   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 Landlords agree to fully cooperate in such contest and permit
the same to be conducted in the name of the Landlords.

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

35TH.   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 Landlords and may not
be removed by the Tenant at any time.


                                        2
<PAGE>

36TH.   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 thereafter be removed by the Tenant when it removes from the
premises.

37TH.   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
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 landlords in said 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 tenant shall be solely responsible for the contractors, labor and
materialmen furnishing labor and material to the demised premises.

38TH.   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

                                        3
<PAGE>

landlord to recover possession of the premises, and the Tenant agrees that any
claim which it may have against the Landlord will be prosecuted as an
independent and separate action or proceeding, and not as a counterclaim against
the landlord.

39TH.   The Tenant hereby waives its right to subrogate any and all claims it
may have against the landlord with respect to any policies or insurance it may
be required to carry under the terms of this lease or any renewal thereof.

40TH.   The Tenant agrees to indemnify and hold the Landlord harmless against
any and all claims for personal injuries and property damage occasioned by or as
a result of the Tenant's use and occupancy of the demised premises.

41ST.   The Tenant agrees to furnish and properly install and maintain, at its
own cost and expense nine (9) ten (10) pound portable A.B.C. (UL) Fire
Extinguisher on the premises at all times during the term of this lease and any
renewal thereof.

42ND.   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 occupance 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.

                                        4
<PAGE>

If, by reason of the Tenant's use and occupance 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 or the New York Fire
Insurance Exchange or by Insurance Services 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 directions and/or recommendations, specifically
for the demised premises.

43RD.   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 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.

44TH.   The Tenant represents and warrants that it 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 Landlords harmless from any claims in
connection with the leasing of the within premises.

45TH.   The Tenant shall be solely responsible for the care, custody and control
of the entire demised premises herein.

46TH.   Landlord presently maintains a so-called "blanket insurance" policy
which insures the Premises and other buildings

                                        5
<PAGE>

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 the premises, Tenant shall reimburse Landlord
for that part of the annual premium payable by landlord for the blanket policy
which is allocable by the insurance carrier to the premises, prorated for any
partial lease year occurring during the period for which the annual premium on
the policy is payable. Tenant's premium reimbursement payment to landlord shall
be made within thirty (30) days after landlord shall invoice Tenant for Tenant's
share of the premium. Landlord's invoice to Tenant shall be accompanied by a
copy of the premium bill for the blanket policy together with a statement
showing the manner in which the insurance carrier allocated a portion thereof to
the premises. The amounts payable by Tenant to landlord under this paragraph
shall constitute

                                        6
<PAGE>

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 555 Wortman Avenue, Brooklyn, NY 11208, and to the
Tenant 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 hereunder 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 time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
landlord as damages.


                                        8
<PAGE>

49TH.   The Tenant has inspected the premises and building leased hereunder and
is familiar with the condition thereof and agrees to take same "AS IS" and the
Landlords make no representations as to the condition thereof except as may be
herein specifically set forth.

50TH.   Notwithstanding anything herein to the contrary, the tenant shall have
an option to renew this lease for an additional period through 5/31/2000 at the
annual rental of $173,256.00 per year, payable in monthly installments of
$14,438.00, commencing 11/1/96 provided a) tenant gives notice to the landlord
on or before July 1, 1996 by Certified Mail, Return Receipt Requested, and b)
the tenant is not in default under the terms of this lease. c) the additional
security $1,926.00 to be paid to the Landlord making a total of $28,876.00
security including the original security $26.950.00.








<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 October 13, 1995 the parties entered into a written lease
for a term of one (1) year commencing November 1, 1995 and terminating October
31, 1996, as well as a written Extension of Lease for a term of four (4) years
commencing November 1, 1996 and terminating May 31, 2000, the premises covered
by the lease being as follows: The building located at 553 Cozine Avenue a/k/a
735 Berriman Street, 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 ONE HUNDRED SEVENTY THREE THOUSAND TWO HUNDRED
FIFTY SIX ($173,256.00) DOLLARS for the period commencing June 1, 2000 and
ending April 30, 2005, all payable in


<PAGE>

equal monthly installments of $14,438.00 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>

the premises, Tenant shall reimburse Landlord for that part of the annual
premium payable by landlord for the blanket policy which is allocable, by the
insurance carrier to the premises, prorated for any partial lease year occurring
during the period for which the annual premium on the policy is payable.
Tenant's premium reimbursement payment to landlord shall be made within thirty
(30) days after landlord shall invoice Tenant for Tenant's share of the premium.
Landlord's invoice to Tenant shall be accompanied by a copy of the premium bill
for the blanket policy together with a statement showing the manner in which the
insurance carrier allocated a portion thereof to the premises. The amounts
payable by Tenant to landlord under this paragraph shall constitute additional
rent.

        4. The tenant shall have the option to renew this lease for an
additional five (5) years commencing June 1, 2005 through April 30, 2010 upon
the tenant paying the annual rental of $173,256.00 in monthly installments of
$14,438.00 per month in advance provided (a) that the Tenant is not in default
under the terms of this lease, and (b) that written notice either by Certified
Mail/Return Receipt Requested of Registered Mail/Return Receipt Requested shall
be given to the landlord by January 31, 2010 that Tenant is exercising the
option to renew the lease for the additional five years.

        5. 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 virtues of
any of the terms or provisions in any article of this lease, then, unless
otherwise provided


<PAGE>

elsewhere in the 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 hereunder 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 time of making of such expenditures or incurring
of such obligations, such sums shall be recoverable by Landlord as damages.

        IN WITNESS WHEREOF, the parties have signed, sealed and 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:  553 Cozine
                                Avenue a/k/a 735
                                Berriman Street,
                                Brooklyn, NY

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







                                LEONARD GOLDSTEIN
                         ATTORNEY AND COUNSELLOR AT LAW
                              1861 FLATBUSH AVENUE
                            BROOKLYN, NEW YORK 11210
                                  718-258-1500
                                  718-951-6400