Exhibit 10.16

                     THIRD AMENDMENT OF LEASE


      THIS THIRD AMENDMENT OF LEASE (this "Amendment") made as of this _____ day
of May,  1997,  by and between SAAR CO.,  L.L.C.,  a New York limited  liability
company,  having a business address at 601 West 50th Street,  New York, New York
10019 ("Landlord") and LANCIT MEDIA ENTERTAINMENT, LTD., a New York corporation,
having a business  address  at 601 West 50th  Street,  New York,  New York 10019
("Tenant").

                            WITNESSETH:

      WHEREAS:

      a. West 50th Street Associates,  Landlord's  predecessor-in-interest,  and
Tenant have  heretofore  entered  into a certain  Standard  Form of Office Lease
dated as of July 24, 1985 (the  "Standard  Form of Office  Lease"),  pursuant to
which Tenant leased  approximately  6,000 rentable square feet (the  "Premises")
consisting of a portion of the sixth (6th) floor of that certain  building known
as 601 West 50th Street,  New York, New York (the "Building"),  upon and subject
to all of the terms, covenants and conditions as are more particularly described
in the Standard Form of Office Lease.

      b.  The  Mutual   Life   Insurance   Company   of  New  York,   Landlord's
predecessor-in-interest, and Tenant thereafter entered into a First Amendment of
Lease dated as of March 29, 1995 (the "First Amendment of Lease").

      c. Landlord and Tenant thereafter entered into a Second Amendment of Lease
dated as of May 29, 1996,  to amend the Standard Form of Office Lease in certain
respects as stated therein (the Standard Form of Office Lease, together with and
as amended by the First Amendment of Lease and the Second Amendment of Lease, is
hereinafter  collectively  referred  to as the  "Lease")  and  pursuant to which
Second  Amendment  of Lease,  the  expiration  date of the Lease was extended to
September 30, 1997.

      d. The Lease by its terms  expires  on  September  30,  1997 (the  "Second
Modified Expiration Date").

      e. The parties hereto desire to provide for, among other things, to extend
the term of the Lease to September 30, 1998,  at a modified  rental as fully set
forth herein.

      NOW THEREFORE,  in  consideration of the Premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:

      1 . All  capitalized  terms used herein  which are not  otherwise  defined
herein shall have the respective meanings ascribed to them in the Lease.

      2. The  effective  date (the  "Third  Amendment  Effective  Date") of this
Amendment  shall be the date upon which  Landlord  executes  this  Amendment and
delivers same to Tenant.

      3. The  expiration  date of the Lease  shall be  extended  from the Second
Modified  Expiration Date to September 30, 1998 (the "Third Modified  Expiration
Date").

      4. From and after  October 1, 1997,  monthly  installments  of Base Rental
shall be $6,375.00.

      5. Except as set forth herein and to the contrary,  all  provisions of the
Lease remain in full force and effect.  Notwithstanding the above,  however, the
following  provisions  of the Lease  shall  not be  applicable  to the  Premises
commencing as of October 1, 1997: Article 37, Electricity (with the exception of
Subsections  37.02 and 37.03);  Article 38,  Increase In Real Estate Taxes;  and
Article  40,  Fuel  Expenses;  it being  understood  and  agreed  that  Tenant's
obligations to make any escalation  payments with respect to the period from and
after October 1, 1997 shall cease.

      6. Landlord and Tenant each  represents  and warrants to the other that it
has not dealt with any broker other than Newmark & Company Real Estate, Inc. and
Harper-Lawrence  Inc.  (collectively,  the  "Broker")  in  connection  with  the
negotiation or execution of this  Amendment.  Each party agrees to indemnify and
hold the other  harmless  from and  against any and all  damage,  loss,  cost or
expense,  including,  without  limitation,  all reasonable  attorneys'  fees and
disbursements  incurred  by  reason of any  claim of or  liability  to any other
broker or other person for commissions or other  compensation or charges arising
out of the dealings with the indemnifying  party in the  negotiation,  execution
and delivery of this Amendment and such obligations shall survive the expiration
or sooner  termination of the Lease, as amended  hereby.  Landlord shall pay any
commission due Broker pursuant to separate agreement with Newmark & Company Real
Estate, Inc.

      7. Except as  otherwise  provided  in the Lease,  as amended  hereby,  the
covenants,  agreements,  terms and conditions  contained in this Amendment shall
bind and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and respective assigns.

       8. This Amendment may not be changed orally,  but only by an agreement in
writing executed by Landlord and Tenant.

      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the day and year first above written.

  TENANT:                               LANDLORD:
  LANCIT MEDIA ENTERTAINMENT, LTD.      SAAR CO., L.L.C.
  By:/s/LAURENCE A. LANCIT              By:/s/KENNETH ASHENDORF
  Name:________________________         Name:______________________
  Title:_______________________         Title:_____________________
  Date:________________________         Date:______________________

                     FIFTH AMENDMENT OF LEASE

      THIS FIFTH AMENDMENT OF LEASE (this "Amendment") made as of this _____ day
of May,  1997,  by and between SAAR CO.,  L.L.C.,  a New York limited  liability
company,  having a business address at 601 West 50th Street,  New York, New York
10019 ("Landlord") and LANCIT MEDIA ENTERTAINMENT, LTD., a New York corporation,
having a business  address  at 601 West 50th  Street,  New York,  New York 10019
("Tenant").

                            WITNESSETH:
       WHEREAS:

      a. West 50th Street Associates,  Landlord's  predecessor-in-interest,  and
Tenant have  heretofore  entered  into a certain  Standard  Form of Office Lease
dated as of May 7, 1987 (the "Standard Form of Office Lease"), pursuant to which
Tenant leased  approximately 6,000 rentable square feet (the "Initial Premises")
consisting of a portion of the sixth (6th) floor of that certain  building known
as 601 West 50th Street,  New York, New York (the "Building"),  upon and subject
to all of the terms, covenants and conditions as are more particularly described
in the Standard Form of Office Lease.

      b.  The  Mutual   Life   Insurance   Company   of  New  York,   Landlord's
predecessor-in-interest  ("MONY"),  and Tenant  thereafter  entered into a First
Amendment  of Lease dated as of  December  16,  1993 (the  "First  Amendment  of
Lease") to amend the Standard Form of Office Lease in certain respects as stated
therein,  and  pursuant  to  which  First  Amendment  of  Lease,  Tenant  leased
approximately  1,478  additional  rentable  square feet (the  "First  Additional
Premises")  consisting  of a portion of the sixth (6th)  floor of the  Building,
upon and  subject  to all of the terms,  covenants  and  conditions  as are more
particularly described in the First Amendment of Lease.

      c. MONY and Tenant  thereafter  entered  into a Second  Amendment of Lease
dated as of April 7, 1994 (the "Second Amendment of Lease") to further amend the
Standard  Form of Office Lease as previously  amended by the First  Amendment of
Lease,  pursuant to which Second Amendment of Lease, Tenant leased approximately
2,421  additional  rentable  square  feet  (the  "Second  Additional  Premises")
consisting  of a portion  of the sixth  (6th)  floor of the  Building,  upon and
subject to all of the terms,  covenants and conditions as are more  particularly
described in the Second Amendment of Lease.

      d. MONY and Tenant  thereafter  entered  into a Third  Amendment  of Lease
dated as of March 29, 1995 (the "Third Amendment of Lease") to further amend the
Standard  Form of Office Lease as previously  amended by the First  Amendment of
Lease and the Second  Amendment of Lease,  pursuant to which Third  Amendment of
Lease,  Tenant leased  approximately  1,601 additional rentable square feet (the
"Third Additional Premises") consisting of a portion of the sixth (6th) floor of
the Building,  upon and subject to all of the terms, covenants and conditions as
are more  particularly  described  in the  Third  Amendment  of  Lease,  and the
expiration date of the Lease was extended to September 30, 1996.

<PAGE>



      e. Landlord and Tenant thereafter entered into a Fourth Amendment of Lease
dated as of May 29, 1996 (the "Fourth  Amendment  to Lease"),  pursuant to which
Fourth  Amendment  of Lease,  the  expiration  date of the Lease was extended to
September  30, 1997 (the  Standard  Form of Office  Lease,  together with and as
amended by the First  Amendment of Lease,  the Second  Amendment  of Lease,  the
Third  Amendment  of Lease and the Fourth  Amendment  of Lease,  is  hereinafter
collectively referred to as the "Lease").

      f. The Lease by its terms  expires  on  September  30,  1997 (the  "Second
Modified Expiration Date").

      g. The parties hereto desire to provide for, among other things, to extend
the term of the Lease to September 30, 1998,  at a modified  rental as fully set
forth herein.

      NOW THEREFORE,  in  consideration of the Premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:

      1 . All  capitalized  terms used herein  which are not  otherwise  defined
herein shall have the respective meanings ascribed to them in the Lease.

      2. The  effective  date (the  "Fifth  Amendment  Effective  Date") of this
Amendment  shall be the date upon which  Landlord  executes  this  Amendment and
delivers the same to Tenant.

      3 . The  expiration  date of the Lease shall be  extended  from the Second
Modified  Expiration Date to September 30, 1998 (the "Third Modified  Expiration
Date").

      4.___From and after October 1, 1997,  monthly  installments of Base Rental
shall be payable as follows:

                       Initial Premises     -   $6,375.00
                       First Additional Premises     -   $1,570.38
                       Second Additional Premises    -   $2,572.31
                       Third Additional Premises     -   $1,701.06

Tenant shall receive  separate  billing with respect to the Initial
Premises,  First Additional  Premises,  Second Additional  Premises
and Third Additional Premises.

      5. Except as set forth herein and to the contrary,  all  provisions of the
Lease remain in full force and effect.  Notwithstanding the above,  however, the
following  provisions  of the  Lease  shall  not be  applicable  to the  Initial
Premises,  First  Additional  Premises,  Second  Additional  Premises  and Third
Additional  Premises,  commencing as of October 1, 1997: Article 37, Electricity
(with the exception of  Subsections  37.02 and 37.03);  Article 38,  Increase In
Real Estate Taxes; Article 39, Escalation--Other  Building Expenses; Article 40,
Fuel Expenses;  Article 50, Air Conditioning and Ventilation (with the exception
of Subsection of 50.02); and Article 63, Electricity  Services (Rent Inclusion);
it being  understood  that Tenant's  obligation to make any escalation  payments
with respect to the period from and after October 1, 1997 shall cease.

      6. Landlord and Tenant each  represents  and warrants to the other that it
has not dealt with any broker other than Newmark & Company Real Estate, Inc. and
Harper-Lawrence  Inc.  (collectively,  the  "Broker")  in  connection  with  the
negotiation or execution of this  Amendment.  Each party agrees to indemnify and
hold the other  harmless  from and  against any and all  damage,  loss,  cost or
expense,  including,  without  limitation,  all reasonable  attorneys'  fees and
disbursements  incurred  by  reason of any  claim of or  liability  to any other
broker or other person for commissions or other  compensation or charges arising
out of the dealings with the indemnifying  party in the  negotiation,  execution
and delivery of this Amendment and such obligations shall survive the expiration
or sooner  termination of the Lease, as amended  hereby.  Landlord shall pay any
commission due Broker pursuant to separate agreement with Newmark & Company Real
Estate, Inc.

      7. Except as  otherwise  provided  in the Lease,  as amended  hereby,  the
covenants,  agreements,  terms and conditions  contained in this Amendment shall
bind and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and respective assigns.

      8. This Amendment may not be changed  orally,  but only by an agreement in
writing executed by Landlord and Tenant.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment as of the
day and year first above written.

  TENANT:                               LANDLORD:
  LANCIT MEDIA ENTERTAINMENT, LTD.      SAAR CO., L.L.C.
  By:/s/LAURENCE A. LANCIT              By:/s/KENNETH ASHENDORF
  Name:________________________         Name:_____________________
  Title:_______________________         Title:____________________
  Date:________________________         Date:_____________________