Exhibit 10.48






                            1350 BROADWAY ASSOCIATES
            --------------------------------------------------------
                                    Landlord,

                                       to






                           ACTIVE APPAREL GROUP, INC.
            --------------------------------------------------------
                                     Tenant.


                      -------------------------------------

                                      LEASE
                      -------------------------------------


              From           February 1, 2000


              To             April 30, 2005


              Annual Rent    $171,575.00 p.a.  $14,297.92 p.m.  2/1/00-9/30/02
                             $185,301.00 p.a.  $15,441.75 p.m.  10/1/02-4/30/05
              Elec.:         $ 21,824.00 p.a.  $ 1,818.70 p.m.
              C.W.:          $   5,147.25 p.a. $    428.94 p.m.

              Premises:      Rooms 2300-2307/2315
                             1350 Broadway



<PAGE>

                  Agreement  of Lease,  made as of this 20th day of July,  1999,
between  1350  BROADWAY  ASSOCIATES,  a  partnership  having  offices in care of
Helmsley-Spear,  Inc., 60 East 42nd Street party of the first part,  hereinafter
referred to as "Landlord" or "Lessor", and ACTIVE APPAREL GROUP, INC. a domestic
corporation  having  offices  at  New  York  City,  party  of the  second  part,
hereinafter referred to as "Tenant" or "Lessee".

                  Witnesseth: Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord the space on the 23rd floor, as more  particularly  shown on
the plan  annexed  hereto and made a part  hereof.  Room  2300-2307/2315  in the
building  known as 1350 Broadway in the Borough of Manhattan,  City of New York,
for the term of 5 Yrs. 3 Mos.  (or until such term shall sooner cease and expire
as hereinafter  provided) to commence on the 1st day of February 2000 and to end
on the 30th day of April, 2005, both dates inclusive, at an annual rent of

                           * See Article SIXTY-FOURTH

which Tenant  agrees to pay in lawful money of the United  States which shall be
legal tender in payment of all debts and dues,  public and private,  at the time
of payment, in equal monthly  installments of $ * in advance on the first day of
each month  during  said term,  at the office of Landlord or such other place as
Landlord may designate, without any set off or deduction whatsoever.

                  The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant and agree as follows:

                  FIRST:-Tenant  shall pay the rent and additional rent as above
and as hereinafter provided.

                  SECOND:-(a)  Tenant shall pay to Landlord,  as additional rent
hereunder,  in advance, on the first day of each and every month during the term
hereof,  all sums expended by Landlord and/or which become due to Landlord under
this  lease  and under  any  collateral  agreements  relating  to the  premises.
Tenant's use and occupancy  thereof,  the supplying by Landlord to Tenant of any
services in connection  therewith,  together with any fines or penalties imposed
or assessed by any  governmental  authority  by reason of failure to comply with
its requirements.

                  (b) 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  paragraph  of this  lease,
Landlord may  immediately  or at any time  thereafter and without notice perform
the same for the account of Tenant,  and if Landlord makes any  expenditures  or
incurs  any  obligations  for the  payment  of  money  in  connection  therewith
including,  but not limited to,  attorneys' fees in instituting,  prosecuting or
defending any action or


                                       -2-

<PAGE>

proceeding, such sums paid or obligations incurred with interest and costs shall
be deemed to be additional rent hereunder.

                  (c) The receipt by Landlord at any time of any  installment of
the regular  stipulated  rent hereunder or of any  additional  rent shall not be
deemed to be a waiver of any other additional rent then due. For the non-payment
of any additional rent, Landlord shall have all the rights and remedies which it
would have in the case of a default in the  payment  of the  regular  stipulated
rent hereunder or any installment thereof.

                  THIRD:-In the event that, at the  commencement  of the term of
this lease, or thereafter,  Tenant shall be in default in the payment of rent to
Landlord pursuant to the terms of another lease with Landlord or with Landlord's
predecessor in interest,  Landlord may, at Landlord's  option and without notice
to Tenant, add the amount of such arrearages to any monthly  installment of rent
payable hereunder, and the same shall be payable to Landlord as additional rent.

                  FOURTH:-Tenant  shall use and occupy the demised  premises for
office and  showroom  for  display and sale,  at  wholesale  and not retail,  of
wearing  apparel and  accessories  and for no other  purpose.  Tenant  shall not
suffer or permit the demised  premises or any part  thereof to be used by others
for any purpose  whatsoever,  without the prior  written  consent of Landlord in
each instance.

                  FIFTH:-Tenant  at its sole expense shall comply with all laws,
orders and regulations of Federal, State, County and Municipal Authorities,  and
with any  direction of any public  officer or officers,  pursuant to law,  which
shall impose any  violation,  order or duty upon Landlord or Tenant with respect
to demised premises,  or the use or occupation thereof.  Tenant shall not do, or
permit to be done,  any act or thing  upon said  premises  which  shall or might
subject Landlord to any liability or responsibility  for injury to any person or
persons or to property by reason of any business or operation  being  carried on
upon said premises or for any other reason.

                  SIXTH:-Tenant  will not at any time use or occupy the  demised
premises  in  violation  of the  certificate  of  occupancy  or  certificate  of
compliance  issued for the building of which the demised  premises  form a part,
and in the  event  that any  department  of the City or State of New York  shall
hereafter at any time contend and/or declare by notice,  violation,  order or in
any other  manner  whatsoever  that the premises  hereby  demised are used for a
purpose which is a violation of such  certificate  of  occupancy,  Tenant shall,
upon five (5) days' written notice from Landlord,  immediately  discontinue said
use of such  premises.  Failure  by Tenant to  discontinue  such use after  such
notice shall be  considered a default in the  fulfillment  of a covenant of this
lease,  and Landlord shall have the right to terminate  this lease  immediately,
and in addition  thereto shall have the right to exercise any and all rights and
privileges  and remedies  given to Landlord by and pursuant to the provisions of
Paragraph 40 hereof. The statement in this lease of


                                       -3-

<PAGE>

the nature of the business to be conducted by Tenant in demised  premises  shall
not be deemed or  construed  to  constitute  a  representation  or  guaranty  by
Landlord that such business may continue to be conducted in the premises for the
entire period of the lease or is lawful or permissible  under the certificate of
occupancy in effect for the building of which the demised  premises form a part,
or otherwise  permitted by law. If alterations  or additions,  including but not
limited to a sprinkler  system,  are needed to permit lawful conduct of Tenant's
business or to comply with the certificate of occupancy,  the same shall be made
by and at the sale expense of Tenant.

                  SEVENTH:-Tenant  shall  not  suffer  any act to be done or any
condition to exist on the demised premises or any part thereof or any article to
brought thereon, which may be dangerous,  unless safeguarded as required by law,
or by any insurance  carrier having any interest in such conduct or condition or
which may, in law, constitute a nuisance,  public or private, and as not to make
void or voidable any  insurance  applicable  to the  building,  under penalty of
damages and forfeiture.

                  EIGHT:-Tenant  shall not at any time allow smoking on any part
of the  premises  where stock is stored.  Tenant  shall store all silk and other
textiles in steel bins or  shelving,  the bottoms of which shall be at least six
inches above the floor, and the tops of which shall extend at least three inches
and shall have drip points so as to shed water from the goods.  No shelving bins
shall be installed without  Landlord's prior written consent.  Tenant shall make
all floors  water-tight  by  painting or  covering  them with  linoleum or other
water-tight  floor  covering.   Where  cleaning  fluid  is  used,  it  shall  be
non-inflammable.  Tenant shall use no cleaning  fluid not approved in writing by
Landlord.  Tenant will not permit the  accumulation of waste or refuse matter on
the premises.

                  NINTH:-Tenant will conduct its business in such a manner as to
enable  Landlord or other tenants in the building to obtain the lowest  possible
insurance  rate upon the  entire  building  in which the  demised  premises  are
located,  and  will,  at its  sole  expense,  comply  with  all  rules,  orders,
regulations or requirements of all public liability, fire and insurance policies
in force at any time with respect to the demised premises, as well as all rules,
orders,  regulations or requirements of the New York Board of Fire  Underwriters
or any other similar body, and shall not do or permit  anything to be done in or
upon said premises or bring or keep anything therein, except as now or hereafter
permitted by the Fire  Department,  Board of Fire  Underwriters,  Fire Insurance
Rating  Organization,  or other authority  having  jurisdiction and then only in
such  quantity  and  manner  of  storage  as not to  increase  the rate for fire
insurance  applicable  to the  building,  or use the  premises in a manner which
shall  increase  the rate of fire  insurance  on the  building of which  demised
premises form a part, or on property located therein,  over that in effect prior
to this lease.  If by reason of failure of Tenant to comply with the  provisions
of this  paragraph  including,  but not limited to, the mere use to which Tenant
puts the premises,  the fire insurance rate shall at the beginning of this lease
or at any time  thereafter  be higher  than it  otherwise  would be, then Tenant
shall reimburse  Landlord,  as additional  rent hereunder,  for that part of all
fire  insurance  premiums  thereafter  paid by  Landlord,  which shall have been
charged  because  of  such  failure  or use  by  Tenant,  and  shall  make  such
reimbursement upon the first day


                                       -4-

<PAGE>
of the month  following  such outlay by  Landlord.  In any action or  proceeding
wherein Landlord and Tenant are parties, a schedule or "make up" of rate for the
building or demised premises issued by the New York Fire Insurance Exchange,  or
other body making fire insurance  rates for said  premises,  shall be conclusive
evidence of the facts therein stated and of the several items and changes in the
fire insurance rate then applicable to said premises.  Tenant shall not bring or
permit to be brought or kept in or on the  demised  premises,  any  inflammable,
combustible or explosive fluid, chemical,  substance or material other than silk
or other textiles,  or cause or permit any odors of cooking or other  processes,
or any  unusual  or other  objectionable  odors  to  permeate  from the  demised
premises.  That the  premises  are being used for the purpose  set forth  herein
shall not relieve Tenant from the foregoing duties, obligation and expenses.

                  TENTH:-(a) Tenant shall not assign,  mortgage or encumber this
agreement  nor underlet  the demised  premises or any part thereof or permit the
demised  premises  or any part  thereof to be  occupied  by  anybody  other than
Tenant,  without the prior written consent of Landlord in each instance. If this
lease be assigned, or if the demised premises or any part thereof be underlet or
occupied by anybody other than Tenant,  Landlord  may,  after default by Tenant,
collect rent from the  assignee,  under-tenant  or  occupant,  and apply the net
amount  collected  to  the  rent  herein  reserved,   but  no  such  assignment,
underletting, occupancy or collection shall be deemed a waiver of this covenant,
or the  acceptance  of the assignee,  under- tenant or occupant as tenant,  or a
release of Tenant from the further  performance  by Tenant of  covenants  on the
part of Tenant  herein  contained.  The consent by Landlord to an  assignment or
underletting shall not in any wise be construed to relieve Tenant from obtaining
the  express  consent  in writing  of  Landlord  to any  further  assignment  or
underletting.

                  (b) If the demised  premises  shall be underlet in whole or in
part by Tenant or its heirs, executors,  administrators,  legal representatives,
successors  or  assigns,  such  party  shall,  within  three  (3)  days  of such
underletting,  furnish Landlord with a duplicate original of such underlease and
shall,  on demand of  Landlord,  supply  Landlord  within three (3) days of such
demand,  a  written  list  of  all  such  under-tenants,  the  terms,  including
expiration dates of their under-tenancies, the rents payable thereunder, and any
additional  information  requested by  Landlord.  This  provision or  compliance
therewith,  however,  shall in no  event be  construed  to be a  consent  to any
underletting or a waiver of the covenant against underletting  contained herein.
Non-compliance  by Tenant with the provisions of this paragraph  shall be deemed
to be a breach of this lease.

                  (c) Tenant assumes and shall be responsible  for and liable to
Landlord,  for all  acts and  omissions  on the part of any  present  or  future
under-tenant,  their agents, employees, servants or licensees, and any breach or
violation  of any  terms,  covenants,  agreements,  provisions,  conditions  and
limitations of this lease, whether by act or omission, by any under-tenant shall
constitute a breach or violation of this lease by Tenant.


                                       -5-

<PAGE>

         ELEVENTH:-Throughout the term of this lease, Tenant will take good care
of  the  demised  premises  and  appurtenances  and  suffer  no  waste,  damage,
disfigurement or injury thereto or any part thereof.

         TWELFTH:-(a)   Tenant   shall   make   no   alterations,   decorations,
installations,  additions  or  improvements  in  or  to  the  demised  premises,
including,  but not limited to, an  air-conditioning  or cooling system, unit or
part thereof or other apparatus of like or other nature,  nor bring materials in
connection  therewith on the demised premises,  without Landlord's prior written
consent,  and then only by  contractors or mechanics  approved by Landlord,  and
subject  to plans  and  specifications  approved  by  Landlord.  All such  work,
alterations, decorations, installations, additions or improvements shall be done
at Tenant's  sole  expense and at such times and in such manner as Landlord  may
from  time to  time  designate.  All  alterations,  decorations,  installations,
additions or improvements upon demised premises, made by either party, including
all paneling,  decorations,  partitions,  railings, mezzanine floors, galleries,
steam,  water,  and air  conditioning  systems  and  units,  shelving,  electric
fixtures and the like,  shall,  unless Landlord elects otherwise (which election
shall be made by giving a notice pursuant to the provisions hereof not less than
thirty (30) days prior to the  expiration or other  termination of this lease or
any renewal or extension  thereof)  become the  property of Landlord,  and shall
remain upon, and be surrendered with, said premises,  as a part thereof,  at the
end of the term or renewal term, as the case may be. In the event Landlord shall
elect otherwise, then such alterations, installations, additions or improvements
made by Tenant upon the demised premises as the Landlord shall select,  shall be
removed  by  Tenant  at  Tenant's  sole  cost  and  expense.   All  alterations,
decorations, installations, additions or improvements installed by Tenant may be
used by Tenant without  additional charge for such use, and without any right in
the  Landlord to remove the same in the absence of any default  under this lease
during the term hereof.

         (b) Tenant,  at its own expense,  will  promptly  repair all damage and
injury resulting from such removal and restore the space theretofore occupied by
such fixtures and installations to good order and condition and to character and
appearance  equal to that of the area  adjacent  thereto,  in  default of any of
which Landlord may at its option cause the same to be done at Tenant's expense.

         THIRTEENTH:-Tenant shall take good care of the demised premises and the
fixtures and  appurtenances  therein,  and at its sole cost and expense make all
repairs  thereto as and when needed to preserve  them in good working  order and
condition.  All damage or injury to the demised  premises  and to its  fixtures,
appurtenances  and equipment or to the building of which the same form a part or
to its fixtures,  appurtenances and equipment caused by Tenant's moving property
in or out of the building or by installation  or removal of furniture,  fixtures
or other property, or resulting from fire,  explosion,  air-conditioning unit or
system, short circuits, flow or leakage of water, steam, illuminating gas, sewer
gas,  sewerage  or  odors  or by frost or by  bursting  or  leaking  of pipes or
plumbing  works or gas,  or from any  other  cause of any  other  kind or nature
whatsoever due to  carelessness,  omission,  neglect,  improper conduct or other
cause of Tenant, its servants, employees, agents, visitors or licensees shall be
repaired, restored or replaced promptly

                                       -6-

<PAGE>

by Tenant at its sole cost and  expense to the  satisfaction  of  Landlord.  All
aforesaid  repairs,  restorations and replacements shall be in quality and class
equal to the  original  work or  installations.  If  Tenant  fails to make  such
repairs,  restorations or replacements within a reasonable time same may be made
by Landlord at expense of Tenant and collectible as additional rent.

         FOURTEENTH:-(a)  Except where otherwise  provided in this lease,  there
shall be no allowance to Tenant for  diminution of rental value and no liability
on the part of  Landlord  by reason  of  inconvenience,  annoyance  or injury to
business   arising  from   Landlord,   Tenant  or  others  making  any  repairs,
alterations,  additions or  improvements in or to any portion of the building or
demised premises, or in or to fixtures, appurtenances, or equipment thereof, and
no  liability  upon  Landlord  for  failure  of  Landlord  or others to make any
repairs,  alterations or improvements in or to any portion of the building or of
demised premises, or in or to the fixtures, appurtenances or equipment thereof.

         (b) Landlord reserves the right to stop service of the electric, water,
sprinkler, steam, air conditioning, elevator, heating and plumbing systems, when
necessary,  by reason of accident,  or emergency,  or for repairs,  alterations,
replacements or improvements, in the judgment of Landlord desirable or necessary
to be made, until said repairs, alterations,  replacements or improvements shall
have been completed.

         FIFTEENTH:-Tenant  agrees that  whenever  any  alterations,  additions,
improvements,  changes or  repairs  to the said  premises  are  consented  to by
Landlord,  or in the moving of merchandise,  fixtures or equipment into the said
building, or moving the same therefrom, only such labor under agreement with the
Building  Trades  Employers'  Association  of New York City,  or which shall not
cause strikes or concerted labor action by other employees of the building,  and
which have the same or similar  labor union  affiliations  as those  employed by
Landlord or Landlord's contractors, shall be employed.

         SIXTEENTH:-(a)  Any mechanic's lien filed against the demised premises,
or the  building  of which the same form a part,  for work  claimed to have been
done for,  or  materials  claimed to have been  furnished  to  Tenant,  shall be
discharged by Tenant within ten (10) days  thereafter,  by payment in full or at
Tenant's expense,  by filing the bond required by law. If Tenant fails to so pay
or file any bond, Landlord may pay the amount of said lien or discharge the same
by  deposit,  or  otherwise,  billing  Tenant  for all  expenses  in  connection
therewith as additional rent.

         (b) Nothing in this lease contained shall be deemed or construed in any
way as  constituting  the consent or request of Landlord,  express or implied by
inference  or  otherwise,   to  any  contractor,   sub-contractor,   laborer  or
materialman  for the performance of any labor or the furnishing of any materials
for any specific improvement,  alteration to, or repair of the demised premises,
or any  part  thereof,  or for the  demolition  or  replacement  of the  demised
premises or any part thereof.

                                       -7-

<PAGE>
         (c)  Tenant  agrees to obtain  and  deliver to  Landlord,  written  and
unconditional  waivers  of liens  (and  agreement  that its  filed  plans may be
replaced),  for all plans,  specifications and drawings for work or materials to
be furnished to Tenant at the premises, signed by all architects,  engineers and
designers  to  become  involved  in  such  work  for  Tenant;  with  respect  to
contractors, subcontractors, materialmen and laborers, and all work or materials
to be furnished to Tenant at the  premises.  Tenant agrees to obtain and deliver
to  Landlord  written  and  unconditional  waiver of  mechanics  liens  upon the
premises or the building after payments to the  contractors,  and subject to any
applicable provisions of the Lien Law.

         SEVENTEENTH:-Tenant  will  not,  without  Landlord's  written  consent,
place, affix or paint any signs, awnings, projections or advertising material of
any kind upon the  exterior  of the  premises or of the  building,  not upon the
windows,  nor in any  location  that may be visible  from any of the  lobbies or
passageways.  If Tenant shall cause or permit any sign or other object,  similar
or dissimilar, to be placed on or affixed to any part of the building not inside
the space specifically demised hereunder, Landlord shall have the right, without
notice or liability to Tenant, to remove and dispose of the same and to make any
repairs  necessitated  by such  removal,  all at Tenant's sole expense and risk.
Landlord's  expenses in so doing shall be deemed  additional  rent hereunder and
collectible as such.

         EIGHTEENTH:-(a)  Tenant will not cause or permit any  connection  to be
made to the wiring on the  electrical  panel boards of the building  without the
prior written consent and supervision of Landlord.

         (b) Tenant agrees that it will not drive nails in, drill in,  disfigure
or deface any part of the building nor suffer the same to be done,  nor cause or
permit the  floors,  walls,  doors or  ceilings  of the  demised  premises to be
drilled,  hammered,  pounded or  otherwise  dealt with in a noisy or  disturbing
manner at any time during customary business hours (i.e.,  between 9:00 A.M. and
5:00 P.M.) whether or not such  activities  are incidental to or part of work to
which Landlord has consented.

         (c) Tenant shall not install any pressing equipment,  whether connected
to Tenant's  gas- fired boiler or to the building  steam  system,  without first
having plans and specifications approved by Landlord.

         The vacuum used by pressing  machines for the drying of garments  shall
be created by an  electrically  driven  vacuum  pump.  Tenant  shall not use any
vacuum created by the use of steam from a gas-fired  boiler or from the building
steam system.

         (d) Tenant  shall not permit any  connection  to be made at the demised
premises with any high  pressure  steam lines,  electric  current lines or water
lines without Landlord's prior written consent.


                                       -8-

<PAGE>

         (e)  Tenant  shall not make any  electrical  or  plumbing  installation
without  Landlord's prior written consent.  All water lines must be installed in
red brass.

         (f)  Window  air-conditioning  units  shall in no  event  be  installed
without  Landlords' prior written approval or be mounted so as to extend outward
beyond the line of the windowframe.

         (g) Tenant  shall  install no  linoleum,  rubber,  mastic or vinyl tile
floor covering,  unless it is laid over a layer of felt,  double cemented in the
manner approved by Landlord.

         (h)  Tenant  shall  not  place a load  upon any  floor  of the  demised
premises  exceeding  the floor  load per  square  foot area which such floor was
designed to carry and which is allowed by law.  Landlord  reserves  the right to
prescribe  the weight and  position  of all safes  which must be placed so as to
distribute  the weight.  Business  machines and  mechanical  equipment  shall be
placed and  maintained by Tenant at Tenant's  expense in settings  sufficient in
Landlord's judgment to absorb and prevent vibration, noise and annoyance. Tenant
agrees that upon the written  request of Landlord,  Tenant will,  within fifteen
(15) days of the  mailing  of such  request,  provide  rubber or other  approved
settings for absorbing,  preventing and decreasing  noise and/or  vibration from
any or all  machines or  machinery,  such  insulation  or other  devices for the
prevention,  decrease or elimination of noise  satisfactory to Landlord shall be
made in such manner and of such  material as Landlord  may direct.  In the event
that Tenant fails to comply with the aforesaid  request  within the fifteen (15)
days  aforementioned,  Landlord  may,  at its  option,  by notice in  writing to
Tenant,  cause the term of this lease to expire.  Landlord  in such event  shall
have the right to re-enter  the  premises by summary  proceedings  or  otherwise
without liability. Landlord shall not give less than thirty (30) days' notice of
its election to terminate the lease as above  provided.  Landlord shall have the
right to enter the demised  premises  with workmen and materials and to insulate
the machinery as above provided, collecting from Tenant the cost of such work as
additional  rent in the  event  that  Tenant  fails to comply  with the  written
request  aforementioned  after  the  expiration  of  fifteen  (15) days from the
receipt thereof.

         (i) Tenant shall not move any safe, heavy  machinery,  heavy equipment,
freight,  bulky  matter,  or  fixtures  into  or  out of  the  building  without
Landlord's  prior  written  consent and the filing  with  Landlord of a Rigger's
Liability  Insurance  Certificate   satisfactory  to  Landlord.  If  such  safe,
machinery,   equipment,  freight,  bulky  matter  or  fixtures  require  special
handling, Tenant agrees to employ only persons holding a Master Rigger's License
to do said work, and that all work in connection therewith shall comply with the
Administrative Code of the City of New York.

         (j) If the demised  premises be or become infested with vermin,  Tenant
shall, at Tenant's expense,  cause the same to be exterminated from time to time
to the satisfaction of Landlord,  and shall employ such  exterminators  and such
exterminating company or companies as shall be approved by Landlord.


                                       -9-

<PAGE>

         (k) The water and wash closets and other plumbing fixtures shall not be
used for any  purposes  other  than  those  for  which  they  were  designed  or
constructed, and no sweepings, rubbish, rags, acids or other substances shall be
deposited therein.

         (l) Tenant agrees to provide  proper  receptacles  as called for by the
Fire Department, Board of Fire Underwriters,  Fire Insurance Rating Organization
or of the  authority  having  jurisdiction.  Tenant  hereby  agrees to cause its
rubbish or waste to be disposed of at its own cost and  expense,  subject to all
the rules  and  regulations  that  from  time to time may be made in  connection
therewith  by Landlord,  including a  regulation  that Tenant shall use a single
rubbish or waste  remover  designated by Landlord for the removal of the rubbish
or waste of the tenants in the building. Tenant further agrees that it shall not
at  any  time  store  any of its  rubbish  or  waste  in  the  lobbies,  foyers,
passage-ways or other spaces adjacent to the premises herein demised,  nor shall
Tenant place the rubbish (which is to be taken by the waste remover) in the said
areas prior to 5:00 P.M.

         (m) If  Tenant  is a lessee  of any  store in said  building,  the said
Tenant  hereby  agrees  to  keep  the   sidewalk,   entrance  and   passage-ways
unencumbered and unobstructed,  and agrees,  further, to remove all ice and show
from the sidewalks immediately in front of the demised premises.

         (n) Tenant will not suffer,  permit or allow  unusual or  objectionable
odors to be produced upon or permeate from the demised premises.

         NINETEENTH:-Tenant will not clean, nor require, permit, suffer or allow
any window in the demised premises to be cleaned,  from the outside in violation
of Section  202 of the Labor Law or of the rules of the Board of  Standards  and
Appeals, or of any other board or body having or asserting jurisdiction.

         TWENTIETH:-Tenant shall give prompt notice to Landlord of any accidents
to or defects in the pipes and apparatus in the building or of any fire that may
occur.

         TWENTY-FIRST:-Tenant  shall permit Landlord to erect, use and maintain,
pipes and conduits in and through the demised  premises.  Landlord or Landlord's
agents  shall  have the  right to enter  the  demised  premises  at all times to
examine the same, and to show them to  prospective  purchasers or lessees of the
building, and to make such decorations,  repairs,  alterations,  improvements or
additions as Landlord  may deem  necessary  or  desirable,  and Landlord and its
representatives  shall be allowed to take and store all  material  into and upon
said premises that may be required  therefor  without the same  constituting  an
eviction  of Tenant in whole or in part and the rent  reserved  shall in no wise
abate while said decorations,  repairs, alterations,  improvements, or additions
are being made,  by reason of loss or  interruption  of  business of Tenant,  or
otherwise.  During the six months  prior to the  expiration  of the term of this
lease,  or any renewal  term,  Landlord may exhibit the premises to  prospective
tenants or purchasers,  and place upon said premises,  or the exterior  thereof,
the usual notice "To Let" or "For Sale", which

                                      -10-

<PAGE>
notices Tenant shall permit to remain thereon  without  molestation.  If, during
the last month of the term,  Tenant shall have removed all or substantially  all
of  Tenant's  property  therefrom,  Landlord  may  immediately  enter and alter,
renovate and redecorate the demised premises,  without  elimination or abatement
of rent, or incurring  liability to Tenant for any  compensation,  and such acts
shall have no effect upon this lease. If Tenant shall not be personally  present
to open and permit an entry into said premises, at any time, when for any reason
an entry  therein  shall be necessary  or  permissible,  Landlord or  Landlord's
agents  may  enter the same by a master  key,  or may  forcibly  enter the same,
without rendering  Landlord or such agents liable therefor (if during such entry
Landlord  or  Landlord's   agents  shall  accord  reasonable  care  to  Tenant's
property),  and without in any manner affecting the obligations and covenants of
this lease. Nothing herein contained,  however,  shall be deemed or construed to
impose upon Landlord any obligation, responsibility or liability whatsoever, for
the care, supervision or repair, of the building or any part thereof, other than
as herein  provided.  Landlord shall also have the right at any time without the
same  constituting an actual or constructive  eviction and without incurring any
liability  to Tenant  therefor,  to change the  arrangement  and/or  location of
entrances or passageways, doors and doorways, and corridors,  elevators, stairs,
toilets, or other public parts of the building and to change the name, number or
designation by which the building is commonly known.

         TWENTY-SECOND:-Tenant  agrees that Landlord may furnish  electricity to
Tenant on a "submetering" basis or on a "rent inclusion" basis". Electricity and
electric  service,  as  used  herein,  shall  mean  any  element  affecting  the
generation,  transmission, and/or distribution of electricity, including but not
limited to services which facilitate the distribution of service.

         (a) Submetering: If and so long as Landlord provides electricity to the
demised premises on a submetering basis, Tenant covenants and agrees to purchase
the same from  Landlord or  Landlord's  designated  agent at charges,  terms and
rates set, from time to time,  during the term of this lease by Landlord but not
more than those specified in the service  classification in effect on January 1,
1970 pursuant to which Landlord then purchased  electric current from the public
utility  corporation serving the part of the city where the building is located;
provided  however,  said charges shall e increased in the same percentage as any
percentage  increase in the billing to Landlord for  electricity  for the entire
building,  by  reason  of  increase  in  Landlord's  electric  rates or  service
classifications,  subsequent  to  January  1,  1970,  and so as to  reflect  any
increase in Landlord's electric charges,  including changes in market prices for
electricity from utilities and/or other providers,  in fuel  adjustments,  or by
taxes or charges of any kind  imposed on  Landlord's  electricity  purchases  or
redistribution,  or for any other such reason, subsequent to said date. Any such
percentage  increase in  Landlord's  billing for  electricity  due to changes in
rates,  service  classifications,  or market  prices,  shall be  computed by the
application of the average  consumption  (energy and demand) of electricity  for
the entire  building  for the twelve (12) full months  immediately  prior to the
rate and/or service  change,  or any changed  methods of or rules on billing for
same,   applied  on  a  consistent   basis  to  the  new  rate  and/or   service
classification  or market price, and to the service  classification  and rate in
effect on January 1, 1970. If the average  consumption  of  electricity  for the
entire building for said prior twelve (12)

                                      -11-

<PAGE>

months cannot  reasonably be applied and used with respect to changed methods of
or rules on  billing,  then the  percentage  shall be computed by the use of the
average  consumption  (energy and demand) for the entire  building for the first
three (3) months after such change,  projected to a full twelve (12) months,  so
as to reflect the different  seasons;  and that same  consumption,  so projected
shall be applied to the service  classification and rate in effect on January 1,
1970.  Where more than one meter measures the service of Tenant in the building,
the service rendered through each meter may be computed and billed separately in
accordance with the rates herein specified. Bills therefore shall be rendered at
such times as Landlord may elect and the amount, as computed from a meter, shall
be deemed to be, and be paid as,  additional  rent. In the event that such bills
are not paid within  five (5) days after the same are  rendered,  Landlord  may,
without  further  notice,  discontinue  the service of  electric  current to the
demised  premises  without  releasing Tenant from any liability under this lease
and without  Landlord or Landlord's agent incurring any liability for any damage
or loss  sustained by lessee by such  discontinuance  of service.  If any tax is
imposed upon  Landlord's  receipt  from the sale,  resale or  redistribution  of
electricity  or gas or  telephone  service to Tenant by any Federal,  State,  or
Municipal  authority,  Tenant  covenants and agrees that where permitted by law,
Tenant's  pro-rata share of such taxes shall be passed on to and included in the
bill of, and paid by, Tenant to Landlord.

         (b) Rent Inclusion:  If and so long as Landlord provides electricity to
the demised  premises on a rent  inclusion  basis,  Tenant agrees that the fixed
annual rent shall be increased by the amount of the  Electricity  Rent Inclusion
Factor ("ERIF"), as hereinafter defined. Tenant acknowledges and agrees (i) that
the fixed annual rent  hereinabove  set forth in this lease does not yet, but is
to include an ERIF of $3.18 per rentable square foot to compensate  Landlord for
electrical wiring and other  installations  necessary for, and for its obtaining
and making  available  to Tenant the  redistribution  of electric  current as an
additional service;  and (ii) that said ERIF, which shall be subject to periodic
adjustments as hereinafter  provided,  has been partially based upon an estimate
of the Tenant's  connected  electrical  load,  in whatever  manner  delivered to
Tenant,  which shall be deemed to be the demand (KW),  and hours of use thereof,
which shall be deemed to be the energy  (KWH),  for ordinary  lighting and light
office  equipment  and the  operation  of the  usual  small  business  machines,
including  Xerox or other  copying  machines  (such  lighting and  equipment are
hereinafter   called  "Ordinary   Equipment")  during  ordinary  business  hours
("ordinary  business  hours"  shall be deemed to mean 50 hours per  week),  with
Landlord  providing an average  connected load of 4 1/2 watts of electricity for
all purposes per rentable  square foot.  Any  installation  and use of equipment
other than Ordinary  Equipment  and/or any connected load and/or energy usage by
Tenant in excess of the  foregoing  shall  result in  adjustment  of the ERIF as
hereinafter  provided.  For purposes of this lease the rentable square foot area
of the presently demised premises shall be deemed to be 6,863 square feet

         If the cost to Landlord of  electricity  shall have been,  or shall be,
increased or decreased  subsequent  to May 1, 1996  (whether  such change occurs
prior to or during the term of this  Lease),  by change in  Landlord's  electric
rates or service classifications,  or electricity charges,  including changes in
market prices, or by any increase,  subsequent to the last such electric rate or
service  classification  change or market price change,  in fuel  adjustments or
charges of any kind,

                                      -12-

<PAGE>

or by taxes,  imposed  on  Landlord's  electricity  purchases  or on  Landlord's
electricity  redistribution,  or for any other such reason,  then the  aforesaid
ERIF portion of the fixed annual rent shall be changed in the same percentage as
any  such   change  in  cost  due  to  changes  in   electric   rates,   service
classifications  or market prices,  and, also Tenant's payment  obligation,  for
electricity redistribution,  shall change from time to time so as to reflect any
such  increase  in fuel  adjustments  or  charges,  and  such  taxes.  Any  such
percentage change in Landlord's cost due to change in Landlord's  electric rates
or service  classifications or market prices,  shall be computed on the basis of
the average  consumption  of  electricity  for the  building for the twelve full
months  immediately  prior to the rate  change or other  such  changes  in cost,
energy and  demand,  and any  changed  methods of or rules on billing  for same,
applied on a consistent basis to the new electric rate or service classification
or market price and to the immediately  prior existing  electric rate or service
classification or market price. If the average  consumption  (energy and demand)
for the entire building for said prior (12) months cannot  reasonably be applied
and used with  respect  to  changed  methods  of or rules on  billing,  then the
percentage  increase  shall be computed  by the use of the  average  consumption
(energy and demand) for the entire building for the first three (3) months after
such  change,  projected  to a full  twelve  (12)  months,  so as to reflect the
different seasons; and the same consumption,  so projected,  shall be applied to
the rate and/or service classification or market price which existed immediately
prior to the change. The parties agree that a reputable,  independent electrical
consultant firm,  selected by Landlord,  ("Landlord's  electrical  consultant"),
shall determine the percentage  change for the changes in ERIF due to Landlord's
changed costs,  and that the Landlord's  electrical  consultant may from time to
time make  surveys in the  demised  premises  of the  electrical  equipment  and
fixtures  and uses of  current.  (i) If such  survey  shall  reflect a connected
electrical load in the demised  premises in excess of 4 1/2 watts of electricity
for all  purposes  per  rentable  square foot and/or  energy  usage in excess of
ordinary   business   hours  (each  such  excess   hereinafter   called  "excess
electricity")  then  the  connected  electrical  load  and/or  the  hours of use
portion(s)  of the then  existing  ERIF shall be increased by an amount which is
equal to a fraction of the then  existing  ERIF,  the  numerator of which is the
excess  electricity  (i.e.  excess  connected  load and/or excess usage) and the
denominator of which is the connected loan and/or the energy usage which was the
basis  of the  then  existing  ERIF.  Such  fractions  shall  be  determined  by
Landlord's  electrical   consultant.   The  fixed  annual  rent  shall  then  be
appropriately adjusted, effective as of the date of any such change in connected
load and/or  usage,  as  disclosed  by said  survey.  (ii) If such survey  shall
disclose  installation and use of other than Ordinary Equipment,  then effective
as of the date of said survey, there shall be added to the ERIF portion of fixed
annual rent (computed and fixed as hereinbefore  described) an additional amount
equal to what  would be paid  under the SC-4 Rate I  Service  Classification  in
effect on May 1, 1996 (and not the time-of-day  rate schedule) for such load and
usage of electricity, with the connected electrical load deemed to be the demand
(KW) and the hours of use thereof deemed to be the energy (KWH), as hereinbefore
provided,  (which  addition to the ERIF shall be  increased  or decreased by all
electricity cost changes of Landlord, as hereinabove provided,  from May 1, 1996
through the date of billing).

         In no event, whether because of surveys,  rates or cost changes, or for
any other reason, is the originally specified $3.18 per per rentable square foot
ERIF portion of the fixed annual rent

                                      -13-

<PAGE>

(plus any net increase thereof,  but not decrease,  by virtue of all electricity
rate, service  classification or market price changes of Landlord  subsequent to
May 1, 1996) to be reduced.

         (c) General  Conditions:  The  determinations of Landlord's  electrical
consultant shall be binding and conclusive on Landlord and Tenant from and after
the delivery of copies of such  determinations  to Landlord and Tenant,  unless,
within  thirty  (30)  days  after  delivery   thereof,   Tenant   disputes  such
determination.  If Tenant so disputes the  determination,  it shall,  at its own
expense,  obtain from a reputable,  independent  electrical  consultant  its own
determinations  in accordance  with the  provisions  of this  Article.  Tenant's
consultant and Landlord's  consultant  shall then seek to agree.  If they cannot
agree  within  sixty (60) days they shall  choose a third  reputable  electrical
consultant,  whose cost shall be shared equally by the parties,  to make similar
determinations  which shall be controlling.  (If they cannot agree on such third
consultant  with ten (10) days, then either party may apply to the Supreme Court
in the  County  of  New  York  for  such  appointment.)  However,  pending  such
controlling  determinations,   Tenant  shall  pay  to  Landlord  the  amount  of
additional  rent or ERIF in  accordance  with the  determinations  of Landlord's
electrical consultant. If the controlling  determinations differ from Landlord's
electrical  consultant,  then the parties shall promptly make adjustment for any
deficiency owed by Tenant or overage paid by Tenant.

         At the option of Landlord,  Tenant  agrees to purchase from Landlord or
its agents all lamps and bulbs used in the demised  premises  and to pay for the
cost of installation thereof. Supplementing Article 53 hereof, if all or part of
the  submetering  additional  rent  or  the  ERIF  payable  in  accordance  with
subdivision  (a) or (b) of this  Article  becomes  uncollectible  or  reduced or
refunded by virtue of any law, order or  regulation,  the parties agree that, at
Landlord's  option,  in lieu of  submetering  additional  rent or  ERIF,  and in
consideration of Tenant's use of the building's  electrical  distribution system
and receipt of redistributed electricity and payment by Landlord of consultant's
fees and other redistribution  costs, the fixed annual rental rate(s) to be paid
under this lease shall be increased by an "alternative  charge"which  shall be a
sum equal to $3.18 per year per  rentable  square foot of the demised  premises,
changed in the same  percentage  as any  increases  in the cost to Landlord  for
electricity  for the  entire  building  subsequent  to May 1,  1996,  because of
electric rate, service  classification or market price changes,  such percentage
change to be computed as in subdivision (b) provided.

         Landlord  shall  not be  liable  to  Tenant  for any loss or  damage or
expense which Tenant may sustain or incur if either the quantity or character of
electric  service is changed or is no longer  available or suitable for Tenant's
requirements.  Tenant covenants and agrees that at all times its use of electric
current  shall never exceed the capacity of existing  feeders to the building or
wiring  installation.  Tenant  agrees not to connect any  additional  electrical
equipment  to the  building  electric  distribution  system,  other than  lamps,
typewriters and other small office machines which consume  comparable amounts of
electricity,  without Landlord's prior written consent,  which consent shall not
be  unreasonably  withheld.  Any riser or risers to supply  Tenant's  electrical
requirements,  upon written request of Tenant, will be installed by Landlord, at
the sole cost and expense of Tenant,  if, in Landlord's sole judgment,  the same
are necessary and will not

                                      -14-

<PAGE>

cause permanent damage or injury to the building or demised premises or cause or
create a dangerous or hazardous  condition or entail  excessive or  unreasonable
alterations,  repairs or expense or interfere  with or disturb other tenants and
occupants.  In addition to the  installation  of such riser or risers,  Landlord
will also at the sole cost and expense of Tenant,  install  all other  equipment
proper and necessary in connection  therewith subject to the aforesaid terms and
conditions.  The parties acknowledge that they understand that it is anticipated
that electric  rates,  charges,  etc.,  may be changed by virtues of time-of-day
rates or changes in other methods of billing,  and/or electricity  purchases and
the redistribution  thereof, and fluctuation in the market price of electricity,
and that the references in the foregoing  paragraphs to changes in methods of or
rules on billing are intended to include any such changes.  Anything hereinabove
to the contrary notwithstanding,  in no event is the submetering additional rent
or ERIF,  or any  "alternative  charge",  to be less than an amount equal to the
total of Landlord's  payments to public utilities and/or other providers for the
electricity  consumed by Tenant (and any taxes thereon or on  redistribution  of
same) plus 5% thereof  for  transmission  line loss,  plus 15% thereof for other
redistribution  costs. The Landlord  reserves the right, at any time upon thirty
(30) days' written  notice,  to change its  furnishing of  electricity to Tenant
from a rent inclusion basis to a submetering  basis, or vice versa, or to change
to the  distribution of less than all the components of the existing  service to
Tenant.  The  Landlord  reserves  the  right  to  terminate  the  furnishing  of
electricity on a rent  inclusion,  submetering,  or any other basis at any time,
upon thirty (30) days' written  notice to the Tenant,  in which event the Tenant
may make  application  directly to the public utility and/or other providers for
the Tenant's  entire  separate  supply of electric  current and  Landlord  shall
permit its wires and conduits, to the extent available and safely capable, to be
used for such purpose,  but only to the extent of Tenant's then authorized load.
Any meters,  risers,  or other  equipment  or  connections  necessary to furnish
electricity  on a  submetering  basis or to enable  Tenant  to  obtain  electric
current  directly from such utility and/or other providers shall be installed at
Tenant's sole cost and expense.  Only rigid conduit or electricity  metal tubing
(EMT) will be allowed. The Landlord, upon the expiration of the aforesaid thirty
(30) days' written notice to the Tenant may discontinue  furnishing the electric
current  but this lease  shall  otherwise  remain in full force and  effect.  If
Tenant  was  provided  electricity  on a rent  inclusion  basis  when  it was so
discontinued,  then  commencing  when Tenant receives such direct service and as
long as Tenant  shall  continue to receive such  service,  the fixed annual rent
payable  under this  lease  shall be reduced by the amount of the ERIF which was
payable  immediately  prior  to such  discontinuance  of  electricity  on a rent
inclusion basis.

         TWENTY-THIRD:-  (a) If  Landlord  installs  a water  meter  to  measure
Tenant's water  consumption for all purposes,  Tenant shall pay Landlord for the
cost of the meter and the cost of the  installation  thereof and  throughout the
duration of Tenant's  occupancy  Tenant  shall keep said meter and  installation
equipment in good working order and repair at Tenant's own cost and expense,  in
default of which  Landlord may cause such meter and  equipment to be replaced or
repaired  and collect the cost thereof  from  Tenant.  Tenant  agrees to pay for
water  consumed,  as shown on said meter as and when bills are rendered,  and on
default in making such  payment  Landlord  may pay such  charges and collect the
same from Tenant. Landlord may inspect such

                                      -15-

<PAGE>

water  meter at any time and  shall  have  access  thereto  at all times for the
purpose of such inspection.

         (b)  In  addition  to  the   foregoing,   Tenant   agrees  to  pay  its
proportionate  share of the water  consumed in the toilets and other portions of
the premises over which Landlord may reserve  control,  irrespective of the fact
that the same shall be located outside of the demised premises.

         (c) Tenant  covenants and agrees to pay its pro-rata share of the sewer
rent, charge or any other tax, rent levy or charge which are now or hereafter is
assessed,  imposed or a lien upon the  demised  premises  or the realty of which
they are part pursuant to law, order or regulation  made or issued in connection
with the use,  consumption,  maintenance  or supply of  water,  water  system or
sewage or sewage connection or system.

         (d) The bill rendered by Landlord for metered water, sewer or any other
charges  provided  for in this  paragraph  "23,"  shall be based  upon  Tenant's
consumption and shall be payable by Tenant as additional rent. Any such costs or
expenses  incurred  or  payments  made by  Landlord  for any of the  reasons  or
purposes  hereinabove  stated,  shall be deemed to be additional rent payable by
Tenant and  collectible  by  Landlord  as such.  If the  building or the demised
premises or any part  thereof be  supplied  with water  through a meter  through
which water is also supplied to other premises,  Tenant shall pay to Landlord as
additional  rent,  on the first day of each month,  $NONE as  Tenant's  portion.
Independently  of and in  addition to any of the  remedies  reserved to Landlord
hereinabove  or  elsewhere  in this lease,  Landlord may sue for and collect any
monies  to be paid by  Tenant  or paid by  Landlord  for any of the  reasons  or
purposes hereinabove set forth.

         TWENTY-FOURTH:-  If the sprinkler system or any of its appliances shall
be damaged or  injured  or not in proper  working  order by reason of any act or
omission of Tenant, Tenant's agents, servants, employees, licensees or visitors,
Tenant shall  forthwith  restore the same in good  working  condition at its own
expense;  and if the New York  Board of Fire  Underwriters  or the New York Fire
Insurance  Rating  Organizations  or any bureau,  department  or official of the
State or City Government, require or recommend that any changes,  modifications,
alterations or additional sprinkler heads or other equipment be made or supplied
by reason of Tenant's business,  or the location of partitions,  trade fixtures,
or other contents of the demised  premises,  or for any other reason,  or if any
such changes,  modifications,  alterations,  additional sprinkler heads or other
equipment,  become  necessary to prevent the  imposition  of a penalty or charge
against the full allowance for a sprinkler  system in the fire insurance rate as
fixed by said Rating  Organization,  or by any Fire  Insurance  Company,  Tenant
shall,   at  Tenant's   expense,   promptly   make  and  supply  such   changes,
modifications,  alterations,  additional  sprinkler  heads or  other  equipment.
Tenant  shall pay to Landlord as  additional  rent the sum of $NONE on the first
day of each month  during the term of this  lease,  as  Tenant's  portion of the
contract price for sprinkler supervisory service.

         TWENTY-FIFTH:-  Tenant  shall  have  the  privilege  of  using  the air
conditioning  system  which  affects  the  whole  or a  portion  of the  demised
premises, and shall, at its own cost and

                                      -16-

<PAGE>

expense;1  maintain and operate said system in  compliance  with all present and
future laws and  governmental  requirements,  and shall obtain all  governmental
licenses  and  permits  now or  hereafter  required.  Tenant  shall  pay for all
electric  current,  water and refrigerants  used in connection with said system.
Tenant,  at its own  cost and  expense,  shall  make or  cause  to be made,  all
repairs,  alterations,  changes, additions or improvements in and to said system
which may be necessary or which may be required or recommended by Landlord or by
any governmental  authority,  and shall furnish all parts and supplies necessary
or desirable in connection therewith, but no alterations,  changes, additions or
improvements  shall be made by Tenant  without  the advance  written  consent of
Landlord.  Landlord's  charges for electric current,  water and refrigerants and
for  such  parts,  supplies,   repairs,   alterations,   changes,  additions  or
improvements  as are caused to be furnished or made by Landlord shall be payable
by Tenant as additional  rent upon  presentation of Landlord's bill for same. If
Tenant shall default in paying any such bill for five (5) days,  Landlord  shall
have the right,  in addition to any other  rights  under this lease to terminate
the operation of said air conditioning  system without notice to Tenant,  and if
such default shall  continue for sixty (60) days,  Landlord  shall have right to
remove the whole or any part of said system from the  demised  premises  without
notice to Tenant.  The non-  functioning  or defective  functioning  of said air
conditioning  system,  or Tenant's  inability to operate or maintain the same in
compliance  with  lawful   requirements,   or  Landlord's   removal  thereof  or
termination  of the  operation  thereof as  provided in this  paragraph,  or any
delay,  discomfort or inconvenience  suffered by Tenant in connection therewith,
or, without limitation or of by the foregoing, any other matter or thing related
to such system,  shall not give rise to any  obligation or liability on the part
of Landlord and shall not affect this lease or be deemed to release or discharge
Tenant  of any of  Tenant's  obligations  or  liabilities  under  this  lease or
otherwise.  Title to said system and all present and future parts thereof is and
shall be vested in Landlord.

         TWENTY-SIXTH:  - (a) As long as Tenant is not in  default  under any of
the covenants of this lease,  Landlord shall provide  necessary freight elevator
facilities on business  days from 8:00 A.M. to 5:30 P.M. On Sundays,  Saturdays,
holidays and nights, Landlord will furnish at least one (1) passenger elevator.

         (b) If the building of which the demised  premises are a part  supplies
manually  operated  elevator  service,  Landlord  may proceed  with  alterations
necessary to substitute  automatic  control elevator service upon ten (10) days'
written notice to Tenant without in any way affecting the  obligations of Tenant
hereunder,  provided  that the same  shall be done  with the  minimum  amount of
inconvenience to Tenant,  and Landlord pursues with due diligence the completion
of the  alterations.  Where  automatic  control  elevator  service  is  now,  or
hereafter furnished, and the demised premises contain an entire floor or floors,
Tenant will  provide,  at its own cost and expense,  locks for all  entrances to
such floor or floors from the elevators.

--------
         1Landlord  shall be  responsible  for  maintenance  and  repair  of air
conditioning units.

                                      -17-

<PAGE>

         (c) Tenant  agrees it will not permit its  employees  other than office
help to use the passenger elevator in said building,  nor will it permit them to
use the stairs  leading to and from the  passenger  entrance  to said  building.
Landlord may prescribe and regulate which elevator and entrance shall be used by
Tenant's employees and for Tenant's shipping.

         TWENTY-SEVENTH: - Landlord will:

         (a) Furnish heat to the demised premises,  when and as required by law,
on business days during regular business hours.

         (b) Cause to be kept clean the public halls and public  portions of the
building, which are used in common by all tenants.

         TWENTY-EIGHTH:  - It is expressly  agreed that if in consequence of the
use of the demised  premises for  manufacturing  purposes any Municipal or State
Authority requires alterations and additions to such premises or the building of
which they are a part,  Landlord,  in addition to other remedies provided for in
this lease,  shall have the option of terminating this lease on sixty (60) days'
written notice to Tenant.  Upon  expiration of said sixty (60) days, the term of
this lease shall terminate, and Tenant shall immediately vacate the premises. In
such event, Landlord shall refund to Tenant the unearned pro rata portion of any
rent paid in advance.  Landlord  reserves the  privilege  of complying  with any
order,  rule or regulation as  aforementioned in order to remove such violation,
if any. In such event,  Tenant waives any and all claims for damages growing out
of the work in the building or on the premises in connection  therewith.  In the
event  that the  violation  can be removed by  Tenant's  limiting  the number of
employees in the demised premises, Tenant shall so limit the number of employees
immediately  and no claim for damages or any loss may be made  against  Landlord
therefor.

         TWENTY-NINTH: - Tenant shall have the use of the partitions existing in
the  premises  demised  herein  and  of  all  other   equipment,   fixtures  and
appurtenances  installed  by Landlord  prior to or during the term  hereof.  The
ownership  of such  property  shall  at all  times be  vested  in  Landlord  and
possession thereof shall revert to Landlord upon the expiration of the lease.

         THIRTIETH:  - If any vault space is  adjacent to the demised  premises,
the same  shall not be or be deemed to be part of the  demised  premises  or its
appurtenances.  Landlord may permit Tenant to use such vault space gratuitously,
but such  permission  may be  revoked by  Landlord  at any time on two (2) days'
notice.  Landlord shall have the right at any time to cause a wall to be erected
for the purpose of sealing off such vault space from the demised premises.  Said
wall may be erected  wholly or partly on that  portion of the  demised  premises
which abuts such vault space.  Landlord and its  designees  shall have the right
from time to time to enter and remain  upon the demised  premises,  with men and
materials,  for the purpose of erecting such wall.  Tenant shall not be entitled
to an  compensation,  abatement of rent,  or other claim by reason of any action
taken  under  this  paragraph  by or on behalf of  Landlord.  Any fee or license
charge or tax of municipal authorities for such vault shall be paid by Tenant.

                                      -18-

<PAGE>

         THIRTY-FIRST:  -  Landlord  or its  agents  shall not be liable for any
damage  to  property  of  Tenant  or of others  entrusted  to  employees  of the
building,  nor for the loss of or damage to any  property  of Tenant by theft or
otherwise.  Landlord or its agents  shall not be liable for any injury or damage
to persons or property resulting from fire, explosion, falling ceilings, falling
plaster, steam, gas, electricity,  water, rain or snow or leaks from any part of
said building or from the pipes,  appliances or plumbing works or from the roof,
street or  subsurface  or from any other  place or by  dampness  or by any other
cause of whatsoever  nature,  including but not limited to the making of repairs
and  improvements,  unless caused by or due to the  negligence of Landlord,  its
agents,  servants or employees;  nor shall  Landlord or its agents be liable for
any such damage caused by other tenants or persons in said building or caused by
operations  in  construction  of any private,  public or quasi public work;  nor
shall Landlord be liable for any latent defect in the demised premises or in the
building  of which  they form a part.  Tenant  shall  give  immediate  notice to
Landlord in case of fire or accidents in the demised premises or in the building
or of defects therein or in any fixtures or equipment.*

         THIRTY-SECOND:  - Tenant  shall,  throughout  the term and  thereafter,
indemnify  Landlord  and save it harmless  and free from  damages,  liabilities,
penalties,  losses, expenses,  causes of action, claims, suits and judgments, as
well as all expenses and attorneys'  fees,  arising from injury during said term
to person or property of any  nature,  and also for any matter or thing  growing
out of the  occupation  of the demised  premises or the streets,  sidewalks,  or
vaults adjacent thereto occasioned in whole or part by any act or acts, omission
or omissions of Tenant, its employees, guests, agents, assigns or undertenants.

         THIRTY-THIRD:  - Neither  this lease nor any  obligation  hereunder  on
Tenant's  part  to  be  performed  (including,  but  not  limited  to,  Tenant's
obligation  to pay the  rents  provided  for  hereunder)  shall  in any  wise be
released,  discharged,  impaired,  excused  or  otherwise  affected  because  of
Landlord's  inability  to  supply,  furnish  or make  such  services,  fixtures,
equipment, repairs, additions, improvements,  alterations and/or decorations, if
any, as Landlord  may be required  to supply,  furnish or make  hereunder  or in
connection herewith, or because of any delay in supplying,  furnishing or making
any of the foregoing,  if such inability or delay directly or indirectly results
from or is caused by or  attributable  to any cause or thing  whatsoever  beyond
Landlord's,  control, including, but not limited to, any law or ordinance or any
governmental  order,  rule,  regulation  or  requirement,  or any  shortages  in
supplies,  materials  or labor,  or any acts of God, or any labor  difficulties,
disasters or acts of public  enemies,  and in any such event  Landlord  shall be
relieved of any liability to Tenant which it might  otherwise have had by reason
of any such  requirement.  Lessee  agrees to look solely to Lessor's  estate and
interest in the land and  building,  or the lease of the building or of the land
and building,  and the demised  premises,  for the  satisfaction of any right or
remedy of Lessee for the collection of a judgment (or other
--------
         *limitations  shall  not  apply  if they  interfere  or  conflict  with
provisions of Tenant's insurance policy.


                                      -19-

<PAGE>

judicial process)  requiring the payment of money by Lessor, in the event of any
liability by Lessor,  and no other property or assets of Lessor shall be subject
to levy,  execution  or other  enforcement  procedure  for the  satisfaction  of
Lessee's  remedies  under or with  respect to this lease,  the  relationship  of
landlord  and tenant  hereunder,  or Lessee's  use and  occupancy of the demised
premises or any other liability of Lessor to Lessee (except for negligence).

         THIRTY-FOURTH:-  This lease is and shall be subject and  subordinate at
all times to all present or future leases and  subleases of the entire  building
or of the land and entire  building of which the demised  premises  form a part,
and to all  mortgages  which now  affect or may  hereafter  affect or be made in
respect of such leases and  subleases or the real  property of which the demised
premises  form a part  (whether or not such leases or mortgages  also affect any
other  or  additional  real  property),  and  to  all  renewals,  modifications,
consolidations, replacements and extensions thereof, and to all advances made or
hereafter  to  be  made  upon  the  security  thereof.   This  clause  shall  be
self-operative   and  no  further  instrument  in  writing  to  effectuate  such
subordination  shall  be  necessary.  In  confirmation  of  such  subordination,
however, Tenant shall, on demand, promptly execute, acknowledge and deliver such
further  instruments or  certificates  that Landlord may request.  Tenant hereby
irrevocably  appoints  Landlord  the  attorney-in-fact  of  Tenant  to  execute,
acknowledge  and deliver any such  instrument  or  certificate  for on behalf of
Tenant.  In the event that any Master  Lease or any other  ground or  underlying
lease is terminated or any mortgage  foreclosed,  this lease shall not terminate
or be  terminable  by  Lessee  unless  Lessee  was  specifically  named  in  any
termination or foreclosure judgment or final order. In the event that the Master
Lease or any other ground or underlying lease is terminated as aforesaid, Lessee
agrees to enter into a new lease covering the within premises, for the remaining
term of this lease and  otherwise on the same terms,  conditions  and rentals as
herein provided,  with and at the election of the holder of the fee title to the
premises.  If the current  term of the Master Lease shall  explore  prior to the
date set forth herein for the expiration of this lease,  then, unless Lessor, at
its sole  option,  shall have  elected to extend or renew the term of the Master
Lease,  the term of this lease  shall  expire on the date of  expiration  of the
Master Lease,  notwithstanding  the later expiration date hereinabove set forth.
If the Master  Lease is  renewed,  then the term of this lease  shall  expire as
hereinabove set forth.  From time to time,  Lessee, on at least (10) days' prior
written  request  by  Lessor,  will  deliver  to Lessor a  statement  in writing
certifying  that this  lease is  unmodified  and in full force and effect (or if
there shall have been  modifications,  that the same is in full force and effect
as modified and stating the  modifications)  and the dates to which the rent and
other charges have been paid and stating whether or not the Lessor is in default
in performance of any covenant,  agreement or condition  contained in this lease
and, if so,  specifying  each such default of which  Lessee may have  knowledge.
This paragraph shall not be deemed modified in whole or in part by any provision
of this  lease  or any  rider  thereto  during  the  term  hereof,  unless  such
provisions or rider shall by its terms expressly so modify it.

         THIRTY-FIFTH:  -  Provided  the  damage  be not  caused by the fault or
neglect of Tenant or of its  employees,  agents,  visitors or licensees,  in the
event of  damage  by fire,  or other  action  of the  elements,  to the  demised
premises not rendering all of them unfit for  occupancy,  Landlord  shall repair
the same with  reasonable  dispatch  after notice of such  damage,  and the rent
accrued

                                      -20-

<PAGE>

or accruing shall not cease;  but if the damage be so extensive as to render all
of the  demised  premises  untenantable,  the rent  shall  cease  until  they be
repaired, provided the damage be not caused by the carelessness or negligence of
Tenant or of the agents or  servants  of Tenant.  No  penalty  shall  accrue for
reasonable  delay which may arise by reason of  adjustment  of  insurance on the
part of Landlord  and/or Tenant,  and for reasonable  delay on account of "labor
troubles" or any other cause beyond Landlord's  control. If the demised premises
are  seventy-five  (75%) damaged or are rendered wholly  untenantable by fire or
other cause,  and if Landlord  shall decide not to restore or not to rebuild the
same,  or if the  building  shall be so damaged  that  Landlord  shall decide to
demolish it or to rebuild it, or if the cost of  restoration  of the building of
which the demised  premises are a part,  resulting  from the  aforesaid  fire or
other casualty shall exceed the sum of $3,000,000, then or in any of such events
Landlord may, within ninety (90) days after such fire other cause, give Tenant a
notice in writing of  termination,  which  notice  shall be given as provided in
this lease,  and  thereupon the term of this lease shall expire by lapse of time
upon the third day after  such  notice is given,  and  Tenant  shall  vacate the
demised  premises and surrender the same to Landlord.  If Tenant shall not be in
default  under this lease  then,  upon the  termination  of this lease under the
conditions  provided  for  in  the  sentence  immediately  preceding,   Tenant's
liability  for rent shall cease as of the day  following  the  casualty.  Tenant
hereby  expressly  waives the provisions of Section 227 of the Real Property Law
and agrees that the  foregoing  provisions  of this  paragraph  shall govern and
control in lieu  thereof.  If the damage or  destruction  be due to the fault or
neglect of Tenant, the debris shall be removed by and at the expense of Tenant.

         THIRTY-SIXTH:  - If the whole or any part of the demised premises shall
be acquired or condemned by Eminent Domain for any public or quasi-public use or
purpose,  then  and in that  event,  the  term of this  lease  shall  cease  and
terminate from the date of title vesting in such proceeding.  If any part of the
land or the  building  of which  the  demised  premises  are a part  shall be so
acquired or  condemned,  then and in that event the term of this  lease,  at the
option of  Landlord,  shall  cease and  terminate  on ten (10)  days'  notice by
Landlord to Tenant.  In neither  event shall Tenant have any claim for the value
of any unexpired term of said lease.

         THIRTY-SEVENTH:  - If,  when and to the extent  permitted  by law,  the
parties  agree  that the  following  provisions  shall  apply to this  lease and
tenancy (and that the provisions of 11 U.S.C. ss. 365(b) shall be applied):  (a)
If at any time prior to the date herein fixed as the commencement of the term of
this lease there shall be filed against Tenant thereof or if such filing is made
by Tenant in any court pursuant to any statute either of the United States or of
any State a petition of bankruptcy or  insolvency or for  reorganization  or for
the  appointment  of a  receiver  or  trustee  of all or a portion  of  Tenant's
property,  and within sixty (60) days thereof Tenant fails to secure a discharge
thereof,  or if Tenant  makes an  assignment  for the benefit of  creditors,  or
petition  for or enter  into an  arrangement,  this  lease  shall  ipso facto be
cancelled  and  terminated,  and in which event,  neither  Tenant nor any person
claiming  through or under  Tenant or by virtue of any statute or of an order of
any court shall be entitled to possession of the demised  premises and Landlord,
in addition to the other rights and  remedies  given by (c) hereof and by virtue
of any other provision  herein or elsewhere in this lease contained or by virtue
of

                                      -21-

<PAGE>

any statute or rule of law, may retain as liquidated damages any rent, security,
deposit or  monies,  received  by him from  Tenant or others in behalf of Tenant
upon the execution hereof.

         (b) If the date fixed as the  commencement of the term of this lease or
if at any time during the term  hereby  demised,  there  shall be filed  against
Tenant  thereof or if such filing is made by Tenant in any court pursuant to any
statute of the United States or any State a petition of bankruptcy or insolvency
or for  reorganization or for the appointment of a receiver or trustee of all or
a portion of Tenant's property,  and within sixty (60) days thereof Tenant fails
to secure a discharge thereof,  or if Tenant makes an assignment for the benefit
of creditors or petition for or enter into an  arrangement,  this lease,  at the
option of  Landlord.  exercised  within a  reasonable  time after  notice of the
happening of any one or more of such events,  may be cancelled  and  terminated,
and in which  event  neither  Tenant  nor any person  claiming  through or under
Tenant by virtue of any statute or of an order of any court shall be entitled to
possession  or to  remain  in  possession  of the  premises  demised,  but shall
forthwith  quit and  surrender the  premises,  and Landlord,  in addition to the
other rights and remedies  Landlord has by virtue of any other provision  herein
or elsewhere in this lease contained or by virtue of any statute or rule of law,
may retain as liquidated damages any rent, security,  deposit or monies received
by him from Tenant or others in behalf of Tenant.

         (c) It is stipulated and agreed that in the event of the termination of
this  lease  pursuant  to  (a)  or  (b)  hereof,   Landlord   shall   forthwith,
notwithstanding any other provisions of this lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference  between the rent reserved hereunder for the unexpired portion of the
term  demised  and the then  fair and  reasonable  rental  value of the  demised
premises for the same period. In the computation of such damages, the difference
between  any  installment  of rent  becoming  due  hereunder  after  the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such  installment  was payment  shall be  discounted to the
date of termination at the rate of four percent (4%) per annum. If such premises
or any part thereof be re-let by Landlord for the unexpired  term of said lease,
or any part thereof,  before presentation of proof of such liquidated damages to
any  court,  commission  or  tribunal,  the  amount of rent  reserved  upon such
re-letting  shall be prima facie to be the fair and reasonable  rental value for
the  part  or the  whole  of the  premises  so  re-let  during  the  term of the
re-letting.  Nothing  herein  contained  shall limit or  prejudice  the right of
Landlord  to prove  for and  obtain  as  liquidated  damages  by  reason of such
termination,  an amount  equal to the maximum  allowed by any statute or rule of
law in effect at the time when,  and governing the  proceedings  in which,  such
damages are to be proved,  whether or not such  amount be greater,  equal to, or
less than the amount of the difference referred to above.

         THIRTY-EIGHTH:  -  Tenant  has  deposited  with  Landlord  the sum of $
16,919.38  (transferred  from  Lease  dated  ___________  for Rooms  2300.  Such
security deposit shall be deposited in an interest-bearing account with interest
to  be  paid  to  Tenant  annually  less  1%  to  be  retained  by  Landlord  as
administrative  fee) as security for the faithful  performance and observance by
Tenant of the terms,  provisions and conditions of this lease; it is agreed that
in the

                                      -22-

<PAGE>

event Tenant defaults in respect of any of the terms,  provisions and conditions
of this lease, including, but not limited to, the payment of rent and additional
rent, Landlord may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any rent and additional rent
or any other sum as to which Tenant is in default or for any sum which  Landlord
may expend or may be required to expend by reason of Tenant's default in respect
of any of the terms, covenants and conditions of this lease, including,  but not
limited to, any damages or deficiency in the re-letting of the premises, whether
such damages or deficiency accrued before or after summary  proceedings or other
re-entry by Landlord.  Tenant shall, upon demand, deposit with Landlord the full
amount so used, in order that Landlord  shall have the full security  deposit on
hand at all times.  In the event that Tenant shall fully and  faithfully  comply
with all of the terms,  provisions,  covenants and conditions of this lease, the
security  shall be  returned  to Tenant  after the date  fixed as the end of the
lease and after  delivery  of  entire  possession  of the  demised  premises  to
Landlord. In the event of any transfer or conveyance by landlord of its lease to
the building of which the demised premises form a part, hereinafter referred to,
Landlord  shall have the right to transfer  the  security to the  transferee  or
grantee,  and Landlord shall  thereupon be released by Tenant from all liability
for the return of such  security;  and Tenant agrees to look to the new Landlord
solely for the return of said  security;  and it is agreed  that the  provisions
hereof shall apply to every transfer or assignment made of the security to a new
Landlord.  Tenant  further  covenants  that it will not  assign or  encumber  or
attempt to assign or encumber the monies  deposited  herein as security and that
neither  Landlord  nor its  successors  or  assigns  shall  be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.

         THIRTY-NINTH:  - (a)  If  Tenant  defaults  in  fulfilling  any  of the
covenants  of this lease  other than the  covenants  for the  payment of rent or
additional  rent,  or of any  ancillary  agreement,  or if the demised  premises
become  vacant  or  deserted,  then,  in any one or more  of such  events,  upon
Landlord  serving a written twenty (20) days' notice upon Tenant  specifying the
nature of said  default and upon the  expiration  of said  twenty (20) days,  if
Tenant shall have failed to comply with or remedy such  default,  or if the said
default or omission complained of shall be of such a nature that the same cannot
be  completely  cured or remedied  within  said  twenty (20) day period,  and if
Tenant  shall not have  diligently  commenced  curing such  default  within such
twenty (20) day period,  and shall not thereafter with reasonable  diligence and
in good faith proceed to remedy ore cure such default, then Landlord may serve a
written three (3) days' notice of  cancellation  of this lease upon Tenant,  and
upon the expiration of said three (3) days,  this lease and the term  thereunder
shall end and expire as fully and  completely  as if the date of  expiration  of
such three (3) day period were the day herein  definitely  fixed for the end and
expiration of this lease and the term  thereof,  and Tenant shall then quite and
surrender  the demised  premises to Landlord,  but Tenant shall remain liable as
hereinafter provided.

         (b) If the notice provided for in (a) hereof shall have been given, and
the term shall expire as  aforesaid:  or (1) if Tenant shall make default in the
payment  of the rent  reserved  herein  or any item of  additional  rent  herein
mentioned or any part of either or in making any other payment herein  provided;
or (2) if any execution or attachment shall be issued against Tenant or any of

                                      -23-

<PAGE>

Tenant's  property  whereupon the demised premises shall be taken or occupied or
attempted to be taken or occupied by someone other than Tenant; or (3) if Tenant
shall make default with respect to any other lease between  Landlord and Tenant;
or (4) if Tenant  shall  fail to move into or take  possession  of the  premises
within fifteen (15) days after  commencement of the term of this lease, of which
fact Landlord shall be the sole judge:  then and in any of such events  Landlord
may without notice, or otherwise,  and dispossess Tenant by summary  proceedings
or  otherwise;  and the legal  representative  of Tenant  or other  occupant  of
demised premises and remove their effects and hold the premises as if this lease
had not been made,  and Tenant  hereby waives the service of notice of intention
to re-enter or to institute legal  proceedings to that end. If Tenant shall make
default  hereunder prior to the date fixed as the commencement of any renewal or
extension  of this lease,  Landlord  may cancel and  terminate  such  renewal or
extension agreement by written notice.

         (c) If  Tenant is  presently  in  possession  of the  demised  premises
pursuant to a lease in writing  heretofore made and if, before the  commencement
of the term herein  provided the  aforesaid  lease shall be terminated or Tenant
shall be dispossessed or shall voluntarily or involuntarily vacate, surrender or
remove  from the  demised  premises,  then this  lease  shall,  at the option of
Landlord,  be  terminated,  but  Tenant  shall  nevertheless  remain  liable  as
hereinbefore provided.

         FORTIETH:  - In case of any such  default,  re-entry or  dispossess  by
summary proceedings or otherwise,  (a) the rent and additional rent shall become
due thereupon and be paid up to the time of such  re-entry,  dispossess  and/or,
together with such expenses as Landlord may incur for legal expenses, attorneys'
fees,  brokerage,  and/or  putting  the demised  premises in good order,  or for
preparing  the same for  re-rental;  (b) Landlord may re-let the premises or any
part or parts thereof,  either in the name of Landlord or otherwise,  for a term
or terms, which may at landlord's option be less than or exceed the period which
would  otherwise have  constituted the balance of the term of this lease and may
grant concessions or free rent;  and/or (c) Tenant or the legal  representatives
of Tenant  shall also pay  Landlord  as  liquidated  damages  for the failure of
Tenant to observe and perform said  Tenant's  covenants  herein  contained,  any
deficiency between rent hereby reserved and/or covenanted to be paid and the net
amount,  if any, of the rents collected on account of the lease or leases of the
demised  premises  for each  month of the  period  which  would  otherwise  have
constituted  the balance of the term of this lease.  The rent  received from any
re-letting  or  re-lettings,  but only for the  unexpired  potion of this lease,
shall be  applied  first to the  payment  of  Landlord's  expenses  in  resuming
possession and re-letting the premises,  which expenses shall include but not be
limited to attorneys' fees, brokerage commissions,  cleaning,  repairs, painting
and decoration.  The balance,  if any, shall be applied in payment of all unpaid
rent, additional rent and other charges due from Tenant hereunder,  irrespective
of whether the liability  therefor  arose prior or subsequent to the date of the
expiration  of the term  hereof.  Tenant  hereby  covenants  and  agrees  to pay
Landlord,  within a reasonable  time after demand  therefor  shall be made,  the
balance,  if any,  remaining unpaid. In the event that any re-letting  hereunder
results in Landlord's  receiving from Tenant in any month an amount in excess of
the  amount  due for such  month,  then and in that  event  Tenant  shall not be
obligated to make any

                                      -24-

<PAGE>

payment to Landlord  for rent due in such month,  then and in that event  Tenant
shall not be  obligated  to make any  payment to  Landlord  for rent due in such
month,  nor shall  Landlord at any time be obligated to make any refund or apply
any credit to Tenant with  respect to such rent,  and Tenant shall have no claim
by way of defense to a suit or  otherwise  that  Landlord  has  received for any
prior month or that any new tenant has agreed to pay for any subsequent  month a
greater amount than that hereinabove reserved to be paid as rent for that month.
The failure or refusal of  Landlord to re-let the  premises or any part or parts
thereof shall not release or affect Tenant's liability for damages. Any security
in Landlord's possession not retained by it as liquidated damages may be applied
by it for any or all of the  aforesaid  purposes.  Any such  liquidated  damages
shall be paid as additional rent hereunder in monthly  installments by Tenant on
the rent day  specified in this lease and any suit brought to collect the amount
of the  deficiency  for any month shall not  prejudice  in any way the rights of
Landlord  to  collect  the  deficiency  for any  subsequent  month by a  similar
proceeding. Landlord, at Landlord's option, may make such alterations,  repairs,
replacements   and/or  decorations  in  the  demised  premises  as  Landlord  in
Landlord's  sole judgment  considers  advisable and necessary for the purpose of
re-letting  the  demised  premises;  and the making of such  alterations  and/or
decorations  shall not operate or be construed to release  Tenant from liability
hereunder  as  aforesaid.  Landlord  shall  in no  event  be  liable  in any way
whatsoever for failure to re-let the demised premises,  or in the event that the
demised premises are re-let,  for failure to collect the rent thereof under such
re-letting.  In the event of a breach or  threatened  breach by Tenant of any of
the covenants or provisions hereof,  Landlord shall have the right of injunction
and the right to invoke any remedy  allowed at law or inequity  as if  re-entry,
summary  proceedings and other remedies were not herein provided for. Mention in
this lease of any particular remedy,  shall not preclude Landlord from any other
remedy, in law or in equity.

         FORTY-FIRST:  - Notwithstanding  anything  elsewhere  contained in this
lease,  if by  reason  of any  present  or  future  cause  or  thing  whatsoever
(including,  without limitation, by reason of any statute, ordinance,  judgment,
decree,  court order or  governmental  rule or  regulation).  Tenant will not or
shall not be required to pay to Landlord the full amount of rent and  additional
rent reserved  hereunder,  then Landlord,  at its unrestricted  option, may give
Tenant not less than thirty (30) days, notice of intention to end this lease and
the term hereof, and thereupon, on the date specified in said notice, this lease
and the term hereof  shall expire as fully and  completely  as if that date were
the date,  herein originally fixed for the expiration of this lease and the term
hereof.

         FORTY-SECOND:  - It is  mutually  agreed by and  between  Landlord  and
Tenant that the  respective  parties hereto shall and they hereby do waive trial
by jury in any  action,  proceeding  or  counterclaim  brought  by either of the
parties hereto against the other on any matters  whatsoever arising out of or in
any way  connected  with this lease,  the  relationship  of landlord and tenant,
Tenant's  use or  occupancy  of said  premises,  except for  personal  injury or
property  damage,  or  involving  the right to any  statutory  relief or remedy.
Tenant  will  not  interpose  any  counterclaim  of any  nature  in any  summary
proceeding. The provisions of this paragraph shall be binding

                                      -25-

<PAGE>

upon the respective heirs, distributees,  executors, administrators,  successors
and assigns of the parties hereto and all subtenants hereunder.

         FORTY-THIRD:  - Tenant  hereby  expressly  waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed for any  [illegible],  or in the event of Landlord
obtaining  possession of demised  premises,  by reason of violation by Tenant of
any of the covenants and conditions of this lease, or otherwise.

         FORTY-FOURTH:  - (a) If there be any  agreement  between  Landlord  and
Tenant providing for the  cancellation of this lease upon certain  provisions or
contingencies,  and/or an agreement for the renewal  hereof at the expiration of
the term first above mentioned,  the right to such renewal or the execution of a
renewal  agreement  between  Landlord and Tenant prior to the expiration of such
first  mentioned  term shall not be considered an extension  thereof or a vested
right in Tenant to such further term, so as to prevent  Landlord from cancelling
this lease and any such  extension  thereof during the remainder of the original
term hereby granted: such privilege, if and when so exercised by Landlord, shall
cancel and  terminate  this lease and any such renewal or  extension  previously
entered into between said Landlord and Tenant or the right of Tenant to any such
renewal or  extension;  any right  herein  contained  on the part of Landlord to
cancel this lease shall  continue  during any extension or renewal  hereof;  any
option on the part of Tenant herein contained for an extension or renewal hereof
shall not be deemed to give Tenant any option for a further extension beyond the
first renewal or extended term.

         (b) No act or thing done by Landlord or  Landlord's  agents  during the
term hereby  demised  shall  constitute  an actual or  constructive  eviction by
Landlord,  nor shall be deemed an  acceptance  of a  surrender  of said  demised
premises,  and no  agreement to accept such  surrender  shall be valid unless in
writing  signed by  Landlord.  No employee of Landlord or of  Landlord's  agents
shall  have  any  power  to  accept  the  keys of  said  premises  prior  to the
termination of the lease. The delivery of keys to any employee of Landlord or of
Landlord's agents shall not operate as a termination of the lease or a surrender
of the  premises.  In the event of Tenant at any time  desiring to have Landlord
sublet the premises  for Tenant's  account,  Landlord or  Landlord's  agents are
authorized to receive said keys for such purposes without  releasing Tenant from
any of the obligations  under this lease, and Tenant hereby relieves Landlord of
any  liability  for loss of or damage to any of Tenant's  effects in  connection
with such subletting.

         (c) The  failure of Landlord ro seek  redress for  violation  or, or to
insist upon strict  performance  of, any covenant or condition of this lease, or
any of the Rules or  Regulations  set forth or  hereafter  adopted by  Landlord,
shall not prevent a subsequent  act, which would have  originally  constituted a
violation,  from having all the force and effect of an original  violation.  The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach.


                                      -26-

<PAGE>

         (d) The failure of Landlord to enforce any of the Rules and Regulations
set forth, or hereafter  adopted,  against Tenant and/or any other tenant in the
building  shall  not be deemed a waiver of any such  Rules and  Regulations.  No
provision of this lease shall be deemed to have been waived by Landlord,  unless
such waiver be in writing signed by Landlord.

         (e) No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly rent herein  stipulated  shall be deemed to be other than on account
of the earliest  stipulated  rent, nor shall any endorsement or statement on any
check or any  letter  accompanying  any  check or  payment  as rent be deemed an
accord and  satisfaction,  and Landlord may accept such check or payment without
prejudice to Landlord's  right to recover the balance of such rent or pursue any
other remedy in this lease provided.

         FORTY-FIFTH:  - Tenant  covenants  that  Tenant  will not,  without the
consent of Landlord  first  obtained in each case,  make or grant any license in
respect of the demised  premises or any part  thereof,  or in respect of the use
thereof, and will not permit any such license to be made or granted.

         FORTY-SIXTH:  - Landlord shall replace,  at the expense of Tenant,  any
and all glass  damaged  or broken  from any  cause  whatsoever  in and about the
demised premises.  Landlord may insure,  and keep insured,  at Tenant's expense,
all  plate  and  other  glass  in the  demised  premises  for and in the name of
Landlord. Bills for 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 rent. Tenant may be a self-insurer.

         FORTY-SEVENTH:  - If an excavation  shall be made upon land adjacent to
the demised premises,  or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation, license to enter upon
the demised  premises  for the  purpose of doing such work as said person  shall
deem  necessary to preserve the wall or the building of which  demised  premises
form a part from injury or damage and to support the same by proper  foundations
without any claim for damages or indemnity  against  landlord,  or diminution or
abatement of rent.

         FORTY-EIGHTH:  - Except as  otherwise in this lease  provided,  a bill,
statement,  notice or communication  which Landlord may desire or be required to
give to Tenant,  shall be deemed  sufficiently  given or  rendered if in writing
delivered to Tenant.  All notices  shall be  delivered by certified  mail return
receipt or  certified  mail  addressed  to Tenant at the  building  of which the
demised premises form a part or at the last known residence  address or business
address of Tenant or left at any of the aforesaid  premises addressed to Tenant,
and the time of the  rendition  of such bill or  statement  and of the giving of
such  notice  or  communication  shall be deemed to be the time when the same is
delivered to Tenant,  mailed,  or left at the premises as herein  provided.  Any
notice by Tenant to Landlord must be served by registered or certified mail

                                      -27-

<PAGE>

addressed to Landlord at the address  first  hereinabove  given or at such other
address as landlord shall designate by written notice.

         FORTY-NINTH  - If and so long as  Tenant  pays the rent and  additional
rent  reserved  hereby and performs and observes the  covenants  and  provisions
hereof,  Tenant shall quietly enjoy the demised premises,  subject,  however, to
the terms,  conditions,  exceptions and  reservations of this lease,  and to the
ground, underlying and overriding leases and mortgages hereinbefore mentioned.

         FIFTIETH:  - Upon the  expiration or other  termination  of the term of
this lease,  Tenant shall quit and  surrender to Landlord the demised  premises,
broom  clean,  in good  order and  condition,  ordinary  wear  excepted.  Lessee
acknowledges  that possession of the demised premises must be surrendered to the
Lessor at the expiration or sooner termination of the term of this Lease. Lessee
agrees it shall indemnify and save Lessor harmless against costs,  claims,  loss
or  liability  resulting  from delay by Lessee in so  surrendering  the  demised
premises,  including,  without  limitation,  any claims  made by any  succeeding
tenant,  founded on such delay. The parties  recognize and agree that the damage
to Lessor resulting from any failure by Lessee timely to surrender possession of
the demised premises as aforesaid will be extremely substantial, will exceed the
amount of monthly rent theretofore payable hereunder,  and will be impossible of
accurate measurement.  Lessee therefore agrees that if possession of the demised
premises  is not  surrendered  to within  seven  (7) days  after the date of the
expiration or termination  of the term of this lease,  then lessee agrees to pay
lessor as  liquidated  damages for each month and for each  portion of any month
during which lessee holds over in the premises  after  expiration or termination
of the term of this  lease,  a sum equal to one and  one-half  (1 1/2) times the
average  rent and  additional  rent which was payable per month under this lease
during the last six months of the term thereof. The aforesaid provisions of this
article shall survive the  expiration or sooner  termination of the term of this
Lease. If the last day of the term of this lease or any renewal thereof falls on
Sunday, this lease shall expire on the business day immediately preceding.

         FIFTY-FIRST:  - If Landlord  shall be unable to give  possession of the
demised  premises  on the date of the  commencement  of the term  hereof for any
reason,   Landlord   shall  not  be  subject  to  any   liability.   Under  such
circumstances,  the rent  reserved  and  covenanted  to be paid herein shall not
commence until the  possession of the demised  premises is given or the premises
are available for occupancy by Tenant, and no such failure to give possession on
the date of the  commencement  of the term shall in any wise affect the validity
of this  lease  or the  obligations  of  Tenant  hereunder,  nor  shall  same be
construed in any wise to extend the term of this lease. If Landlord is unable to
give possession of the demised  premises on the date of the  commencement of the
term hereof by reason of the holding  over or  retention  of  possession  of any
tenant,   tenants  or  occupants  or  for  any  other  reason,  or  if  repairs,
improvements or decorations of the demised  premises or of the building of which
said premises form a part, are not completed,  no abatement or diminution of the
rent to be paid  hereunder  shall be allowed to Tenant nor shall the validity of
the lease be impaired under such circumstances. If permission is given to Tenant
to enter into the possession of the demised premises or to occupy premises other
than the demised premises prior

                                      -28-

<PAGE>

to the date  specified  as the  commencement  of the term of this lease.  Tenant
covenants  and agrees  that such  occupancy  shall be deemed to be under all the
terms,  covenants,  conditions  and  provisions of this lease,  except as to the
covenant to pay rent. In either case rent shall  commence on the date  specified
in this lease.

         FIFTY-SECOND:   -  Landlord   or   Landlord's   agents   have  made  no
representations  or  promises  with  respect  to the said  building  or  demised
premises  except as herein  expressly  set forth.  The taking  possession of the
demised premises by Tenant shall be conclusive evidence, as against Tenant, that
Tenant accepts same "as is" and that said premises and the building of which the
same  form a part  were in good and  satisfactory  condition  at the  time  such
possession was so taken.

         FIFTY-THIRD: - In the event the fixed annual rent or additional rent or
any part  thereof  provided to be paid by Lessee  under the  provisions  of this
lease during the demised term shall become  uncollectible or shall be reduced or
required to be reduced or refunded by virtue of any  Federal,  State,  County or
City law, order or  regulation,  or by any direction of a public officer or body
pursuant to law, or the orders,  rules, code, or regulations of any organization
or entity formed pursuant to law, whether such  organization or entity be public
or private,  then Lessor,  at its option,  may at any time thereafter  terminate
this lease,  by not less than thirty (30) days' written  notice to Lessee,  on a
date set forth in said  notice,  in which  event this lease and the term  hereof
shall  terminate  and come to an end on the date fixed in said  notice as if the
said date were the date  originally  fixed  herein  for the  termination  of the
demised  term.  Lessor  shall not have the right so to  terminate  this lease if
Lessee  within such period of thirty (30) days shall in writing  lawfully  agree
that the rentals herein reserved are reasonable rentals and agree to continue to
pay said rentals and if such agreement by Lessee shall be legally enforceable by
Lessor.

         FIFTY-FOURTH:  - The covenants,  conditions and agreements contained in
this lease shall bind and inure to the benefit of Landlord  and Tenant and their
respective heirs,  distributees,  executors,  administrators,  successors,  and,
except as otherwise provided in this lease, their assigns.

         FIFTY-FIFTH:  -  Except  as may be  otherwise  contained  in a  written
instrument or instruments duly executed and delivered by and between the parties
hereto,  this lease  contains  the entire  agreement  and  understanding  of the
parties  with  respect to the demised  premises  and the  respective  rights and
duties of the parties in relation  thereto and in relation to each other.  There
are no oral  understandings  or  agreements  between  the  parties  of any kind.
Landlord has made no  representations  or warranties to Tenant of any kind.  All
oral  representations,  warranties and promises prior to or contemporaneous with
this written  lease (if any be claimed) are and shall be deemed merged into this
lease.  This lease cannot be changed or  supplemented  orally.  All promises and
agreements  made by or between  the  parties  subsequent  to the  execution  and
delivery of this lease shall be and be deemed to be null, void and unenforceable
unless  contained  in a writing duly  executed and  delivered by and between the
parties  hereto,  whether or not the same relate in any way to this lease or any
matter covered hereby.

                                      -29-

<PAGE>

         FIFTY-SIXTH: - (a) The term "Landlord" as used in this lease means only
the owner or the  mortgagee in  possession  for the time being,  of the land and
building  (or the  owner of a lease of the  entire  building  or of the land and
entire  building) of which the demised premises form a part so that in the event
of any sale or sales of said land and  entire  building  or of any  transfer  or
conveyance  of said lease or in the event of a lease of said entire  building or
of the land and entire  building,  the Landlord  shall be and hereby is entirely
freed and relieved of all  liability  for the  performance  of all covenants and
obligations on the part of Landlord to be performed  hereunder,  and it shall be
deemed and considered  without  further  agreement  between the parties or other
successors in interest or between the parties and the purchaser at any such sale
or any  transferee  or mortgagee or any lessee of the entire  building or of the
land and entire building that the purchaser,  lessee,  transferee or grantee has
assumed  and  agreed  to carry  out any and all  covenants  and  obligations  of
Landlord   hereunder.   Tenant  acknowledges  that  it  has  been  informed  and
understands  that Landlord is a lessee of the land and entire  building of which
the demised  premises form a part. The term "lease of the entire  building or of
the land and entire building" shall be deemed to include a sublease thereof, and
the term  "lessee of the  entire  building  or of the land and entire  building"
shall be deemed to include a sublessee thereof.

         (b) The words  "re-entry"  as used in this lease are not  restricted to
their technical meaning.

         (c) The  term  "business  days"  as used in this  lease  shall  exclude
Saturdays  (except  such  portion  thereof  as is covered  by the  insertion  of
specific  hours  herein),  Sundays and all days observed by the State or Federal
Government as legal holidays.

         (d) From time to time, Tenant, on at least ten (10) days' prior written
request by Landlord,  will deliver to Landlord a statement in writing certifying
that this lease is  unmodified  and in full force and effect (or if there  shall
have been  modifications,  that the same is in full force and effect as modified
and stating the modifications) and the dates to which the rent and other charges
have been paid and stating  whether or not Landlord is in default in performance
of any  covenant,  agreement  or  condition  contained  in this lease and if so,
specifying each such default of which Tenant may have knowledge.

         FIFTY-SEVENTH:  - The fixed  annual  rent  reserved  in this  lease and
payable hereunder shall be adjusted, as of the times and in the manner set forth
in this Article:

         (a)  Definitions:  For the  purposes  of this  Article,  the  following
definitions shall apply:

         (i) The term "Base Year" shall mean the full calendar year during which
the term of this lease commences.

         (ii) The term  "Price  Index"  shall mean the  "Consumer  Price  Index"
published by the Bureau of Labor Statistics of the U.S. Department of Labor, All
Items,  New York,  N.Y.--  Northeastern,  N.J., all urban  consumers  (presently
denominated "CPI-U"), or a successor or substitute index appropriately adjusted.

                                      -30-

<PAGE>

         (iii) The term  "Price  Index for the Base Year" shall mean the average
of the  monthly  All Items  Price  Indexes for each of the 12 months of the Base
Year.

         (b) Effective as of each January and July  subsequent to the Base Year,
there shall be made a cost of living  adjustment of the fixed annual rental rate
payable  hereunder.  The  July  adjustment  shall  be  based  on the  percentage
difference between the Price Index for the preceding month of June and the Price
Index  for the  Base  Year.  The  January  adjustment  shall  be  based  on such
percentage  difference  between  the  Price  Index  for the  preceding  month of
December and the Price Index for the Base Year.

         (i) In the event the Price Index for June in any  calendar  year during
the term of this lease  reflects an  increase  over the Price Index for the Base
Year,  then the fixed annual rent herein  provided to be paid as of the July 1st
following such month of June (unchanged by any  adjustments  under this Article)
shall be multiplied  by the  percentage  difference  between the Price Index for
June and the Price Index for the Base Year, and the resulting sum shall be added
to such fixed annual rent,  effective as of such July 1st. Said  adjusted  fixed
annual  rent  shall   thereafter   be  payable   hereunder,   in  equal  monthly
installments, until it is readjusted pursuant to the terms of this lease.

         (ii) In the event the Price  Index for  December in any  calendar  year
during the term of this lease  reflects an increase over the price Index for the
Base Year,  then the fixed  annual  rent  herein  provided  to be paid as of the
January 1st following such month of December (unchanged by any adjustments under
this Article) shall be multiplied by the percentage difference between the Price
Index for December and the Price Index for the Base Year,  and the resulting sum
shall be added to such fixed annual rent  effective as of such January 1st. Said
adjusted  fixed  annual rent shall  thereafter  be payable  hereunder,  in equal
monthly  installments,  until it is  readjusted  pursuant  to the  terms of this
lease.

         The following  illustrates  the  intentions of the parties hereto as to
the computation of the  aforementioned  cost of living  adjustment in the annual
rent payable hereunder.

         Assuming  that said fixed annual rent is $10,000,  that the Price Index
for the Base Year was 102.0 and that the Price  Index for the month of June in a
calendar year following the Base Year was 105.0,  then the  percentage  increase
thus reflected,  i.e., 2.941%  (3.0/102.0)  would be multiplied by $10,000,  and
said fixed annual rent would be increased by $294.10 effective as of July 1st of
said calendar year.

         In the event  that the Price  Index  ceases to use  1982-84=100  as the
basis of calculation,  or if a substantial change is made in the terms or number
of items contained in the Price Index, then the Price Index shall be adjusted to
the figure that would have been arrived at had the manner of computing the Price
Index in effect at the date of this  lease not been  altered.  In the event such
Price Index (or a successor or substitute  index) is not  available,  a reliable
governmental or other

                                      -31-

<PAGE>

non-partisan   publication  evaluating  the  information   theretofore  used  in
determining the Price Index shall be used.

         (c) Landlord will cause  statements  of the cost of living  adjustments
provided  for in  subdivision  (b)  to be  prepared  in  reasonable  detail  and
delivered to Tenant.

         (d) In no event shall the fixed annual rent  originally  provided to be
paid under this lease  (exclusive  of the  adjustments  under this  Article)  be
reduced by virtue of this Article.

         (e) Any delay or failure  of  Landlord,  beyond  July or January of any
year, computing or billing for the rent adjustments hereinabove provided,  shall
not  constitute a waiver of or in any way impair the  continuing  obligation  of
Tenant to pay such rent adjustments hereunder.

         (f)  Notwithstanding  any expiration or termination of this lease prior
to the lease  expiration  date (except in the case of a  cancellation  by mutual
agreement)  Tenant's obligation to pay rent as adjusted under this Article shall
continue and shall cover all periods up to the lease  expiration date, and shall
survive any expiration or termination of this lease.

         FIFTY-EIGHTH:  - Tenant shall pay to Landlord,  as additional rent, tax
escalation in accordance with this Article:

         (a) For  purposes  of this lease the  rentable  square foot area of the
presently demised premises shall be deemed to be 6,863 square feet.

         (b)  Definitions:  For the  purpose  of  this  Article,  the  following
definitions shall apply:

         (i)  The  term  "base  tax  year"  as  hereinafter  set  forth  for the
determination  of real estate tax escalation,  shall mean the New York City real
estate tax year commencing July 1, 1999 and ending June 30, 2000.

         (ii)  The  term  "The  Percentage",   for  purposes  of  computing  tax
escalation,  shall mean two and 8/100's/1  percent  (2.08%).  The Percentage has
been computed on the basis of a fraction, the numerator of which is the rentable
square foot area of the demised  premises  and the  denominator  of which is the
total  rentable  square  foot area of the  office  and  commercial  space in the
building  project.  The parties  acknowledge  and agree that the total  rentable
square  foot area of the office and  commercial  space in the  building  project
shall be deemed to be 330,331 square feet.

         (iii) The term "the building project" shall mean the aggregate combined
parcel of land on a portion of which are the  improvements  of which the demised
premises form a part, with all the improvements thereon, said improvements being
a part of the  block  and  lot for tax  purposes  which  are  applicable  to the
aforesaid land.


                                      -32-

<PAGE>

         (iv) The term  "comparative  year"  shall mean the twelve  (12)  months
following the base tax year,  and each  subsequent  Period of twelve (12) months
(or other such Period of twelve (12)  months  occurring  during the term of this
lease as  hereafter  may be duly  adopted  as the tax year for real  estate  tax
purposes by the City of New York).

         (v) The term "real estate  taxes" shall mean the total of all taxes and
special  or other  assessments  levied,  assessed  or imposed at any time by any
governmental authority upon or against the building project, and also any tax or
assessment levied, assessed or imposed at any time by any governmental authority
in connection with the receipt of income or rents from said building  project to
the  extent  that  same  shall  be in  lieu  of all or a  portion  of any of the
aforesaid  taxes or  assessments,  or additions or  increases  thereof,  upon or
against  said  building  project.  If,  due to a future  change in the method of
taxation  or in the taxing  authority,  or for any other  reason,  a  franchise,
income,  transit,  profit  or  other  tax or  governmental  imposition,  however
designated, shall be levied against Landlord in substitution in whole or in part
for the real estate taxes,  or in lieu of additions to or increases of said real
estate  taxes,  then such  franchise,  income,  transit,  profit or other tax or
governmental  imposition shall be deemed to be included within the definition of
"real estate taxes" for the purposes hereof. As to special assessments which are
payable over a period of time  extending  beyond the term of this lease,  only a
pro  rata  portion  thereof  covering  the  portion  of the  term of this  lease
unexpired at the time of the imposition of such assessment, shall be included in
"real estate  taxes".  If by law, any  assessment  may be paid in  installments,
then, for the purposes hereof (a) such  assessment  shall be deemed to have been
payable in the maximum  number of  installments  permitted  by law and (b) there
shall be included in real estate taxes,  for each comparative year in which such
installments  may be paid,  the  installments  of such  assessment  so  becoming
payable during such comparative year, together with interest payable during such
comparative year.

         (vi) Where more than one  assessment is imposed by the City of New York
for any tax year, whether  denominated an "actual assessment" or a "transitional
assessment"  or  otherwise,   then  the  phrases  herein  "assessed  value"  and
"assessments"  shall  mean  whichever  of  the  actual,  transitional  or  other
assessment is designated by the City of New York as the taxable  assessment  for
that tax year.

         (vii) The phrase "real estate taxes  payable  during the base tax year"
shall mean that amount  obtained by  multiplying  the assessed value of the land
and buildings of the building  project for the base tax year by the tax rate for
the base tax year for each $100 of such assessed value.

         (c) 1.  In the  event  that  the  real  estate  taxes  payable  for any
comparative year shall exceed the amount of the real estate taxes payable during
the base tax year,  Tenant shall pay to Landlord,  as  additional  rent for such
comparative  year, an amount equal to The  Percentage  of the excess.  Before or
after the start of each  comparative  year,  Landlord  shall furnish to Tenant a
statement  of the real estate taxes  payable for such  comparative  year,  and a
statement of the real estate taxes payable during the base tax year. If the real
estate taxes payable for such comparative year

                                      -33-

<PAGE>

exceed the real estate taxes payable during the base tax year,  additional  rent
for such  comparative  year, in an amount equal to The Percentage of the excess,
shall be due from Tenant to Landlord,  and such additional rent shall be payable
by Tenant to  Landlord  within  ten (10) days  after  receipt  of the  aforesaid
statement.  The benefit of any discount for any earlier payment or prepayment of
real estate  taxes shall  accrue  solely to the  benefit of  Landlord,  and such
discount  shall not be  subtracted  from the real estate  taxes  payable for any
comparative year.

         Additionally,  Tenant shall pay to Landlord,  on demand, a sum equal to
The Percentage of any business  improvement  district  assessment payable by the
building project.

         2. Should the real  estate  taxes  payable  during the base tax year be
reduced by final  determination of legal  proceedings,  settlement or otherwise,
then,  the  real  estate  taxes  payable  during  the  base  tax  year  shall be
correspondingly  revised,  the  additional  rent  theretofore  paid  or  payable
hereunder  for all  comparative  years shall be  recomputed on the basis of such
reduction,  and Tenant shall pay to Landlord as additional rent, within ten (10)
days after being  billed  therefor,  any  deficiency  between the amount of such
additional rent as theretofore computed and the amount thereof due as the result
of such recomputations. Should the real estate taxes payable during the base tax
year be increased by such final  determination of legal proceedings,  settlement
or otherwise, then appropriate recomputation and adjustment also shall be made.

         3. If after Tenant shall have made a payment of  additional  rent under
this subdivision (c), Landlord shall receive a refund of any portion of the real
estate taxes payable for any  comparative  year after the base tax year on which
such  payment  of  additional  rent  shall  have  been  based,  as a result of a
reduction of such real estate taxes by final determination of legal proceedings,
settlement or otherwise, Landlord shall within ten (10) days after receiving the
refund  pay to Tenant  The  Percentage  of the  refund  less The  Percentage  of
expenses  (including  attorneys' and  appraisers'  fees) incurred by Landlord in
connection with any such  application or proceeding.  If prior to the payment of
taxes for any comparative year, Landlord shall have obtained a reduction of that
comparative year's assessed valuation of the building project,  and therefore of
said taxes, then the term "real estate taxes" for that comparative year shall be
deemed to include the amount of Landlord's  expenses in obtaining such reduction
in assessed valuation, including attorneys' and appraisers' fees.

         4. The  statements of the real estate taxes to be furnished by Landlord
as provided  above shall be certified  by Landlord and shall  constitute a final
determination  as between  Landlord  and Tenant of the real estate taxes for the
Periods  represented  thereby,  unless Tenant within thirty (30) days after they
are furnished  shall give a written  notice to Landlord  that it disputes  their
accuracy or their  appropriateness,  which notice shall  specify the  particular
respects in which the statement is inaccurate or inappropriate.  If Tenant shall
so dispute said statement then,  pending the resolution of such dispute,  Tenant
shall pay the  additional  rent to Landlord  in  accordance  with the  statement
furnished by Landlord.


                                      -34-

<PAGE>

         5. In no event shall the fixed annual rent under this lease  (exclusive
of the  additional  rents  under  this  Article)  be  reduced  by virtue of this
Article.

         6. If the commencement  date of the term of this lease is not the first
day of the first  comparative  year,  then the additional rent due hereunder for
such first  comparative  year shall be a proportionate  share of said additional
rent for the entire comparative year, said proportionate  share to be based upon
the length of time that the lease term will be in  existence  during  such first
comparative  year.  Upon the date of any expiration or termination of this lease
except  termination  because of Tenant's  default)  whether the same be the date
hereinabove  set forth for the expiration of the term or any prior or subsequent
date, a proportionate  share of said  additional  rent for the comparative  year
during which such expiration or termination  occurs shall immediately become due
and payable by Tenant to Landlord,  if it was not theretofore already billed and
paid. The said  proportionate  share shall be based upon the length of time that
this lease shall have been in existence during such comparative  year.  Landlord
shall promptly cause  statements of said  additional  rent for that  comparative
year to be prepared and furnished to Tenant. Landlord and Tenant shall thereupon
make appropriate adjustments of amounts then owing.

         7. Landlord's and Tenant's obligations to make the adjustments referred
to in subdivision  (6) above shall survive any expiration or termination of this
lease.

         8. Any delay or  failure of  Landlord  in  billing  any tax  escalation
hereinabove  provided  shall not constitute a waiver of or in any way impair the
continuing obligation of Tenant to pay such tax escalation hereunder.

         FIFTY-NINTH:  - (A) Tenant acknowledges that its continued occupancy of
the demised  premises and the regular  conduct of its business  therein,  are of
utmost  importance  to the  Landlord  in the  renewal  of  other  leases  in the
building,  in the renting of vacant space in the  building,  in the providing of
electricity,  air  conditioning,  steam and other services to the tenants in the
building,  and in the maintenance of the character and quality of the tenants in
the  building.  Tenant  therefore  covenants  and agrees that it will occupy the
entire demised premises and will conduct its business therein in the regular and
usual  manner,  throughout  the term of this  lease.  Tenant  acknowledges  that
Landlord is executing this lease in reliance upon these covenants and that these
covenants are a material element of consideration  inducing  Landlord to execute
this lease.  Tenant  further  agrees that if it vacates the demised  premises or
fails to so conduct  its  business  therein at any time  during the term of this
lease,  without the prior  written  consent of the  Landlord,  then all rent and
additional  rent  reserved  in this  lease  from the date of such  breach to the
expiration  date of this  lease  shall  become  immediately  due and  payable to
Landlord.

         (B) The  parties  recognize  and  agree  that the  damage  to  Landlord
resulting  from any breach of the  covenants in  subdivision  (A) hereof will be
extremely substantial, will be far greater than the rent payable for the balance
of the term of this lease, and will be impossible of accurate  measurement.  The
parties  therefore  agree that in the event of a breach or threatened  breach of
the said covenants,  in addition to all of Landlord's other rights and remedies,
at law or

                                      -35-

<PAGE>

in equity or otherwise,  Landlord shall have the right of injunction to preserve
Tenant's  occupancy  and use.  The words  "become  vacant or  deserted"  as used
elsewhere in this lease shall  include  Tenant's  failure to occupy or use as by
this Article required.

         (C) If Tenant  breaches  either of the  covenants  in  subdivision  (A)
above, and this lease be terminated  because of such default,  then, in addition
to Landlord's  rights of re-entry,  restoration,  preparation for and re-rental,
and anything elsewhere in this lease to the contrary  notwithstanding,  Landlord
shall  retain its right to judgment  on and  collection  of  Tenant's  aforesaid
obligation  to make a single  payment to Landlord of a sum equal to the total of
all rent and additional  rent reserved for the remainder of the original term of
this lease,  subject to future credit or repayment to Tenant in the event of any
rerenting of the  premises by Landlord,  after first  deducting  from  re-rental
income all  expenses  incurred by Landlord in reducing to judgment or  otherwise
collecting  Tenant's  aforesaid  obligation,  and in  obtaining  possession  of,
restoring,  preparing for and re-letting the premises.  In no event shall Tenant
be entitled to a credit or repayment for rerental  income which exceeds the sums
payable by Tenant  hereunder or which covers a period after the original term of
this lease.

         (D) If any  provision of this Article of this lease or the  application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable,  the  remainder  of  this  Article,  or the  application  of such
provision  to persons or  circumstances  other than those as to which it is held
invalid or unenforceable,  shall not be affected thereby,  and each provision of
this  Article  and of this lease  shall be valid and be  enforced to the fullest
extent permitted by law.

         SIXTIETH: - The Landlord shall be under no obligation to provide access
between  the "A"  Wing and the "B" Wing on the  floor  of the  premises  demised
herein,  and any passageways which may now or hereafter exist between said wings
may be discontinued at any time at the discretion of the Landlord.

         SIXTY-FIRST:   -  The  captions  are  inserted  only  as  a  matter  of
convenience and for reference and in no way define,  limit or describe the scope
of this lease nor the intent of any provision thereof.

         SIXTY-SECOND:  -  Tenant  and  Tenant's  servants,  employees,  agents,
visitors, and licensees shall observe faithfully,  and comply strictly with, the
Rules  and  Regulations  and  such  other  and  further   reasonable  Rules  and
Regulations as Landlord or Landlord's agents may from time to time adopt. Notice
of any additional rules or regulations shall be given in such manner as Landlord
may elect. In case Tenant disputes the  reasonableness of any additional Rule or
Regulation  hereafter  made or adopted by Landlord  or  Landlord's  agents,  the
parties hereto agree to submit the question of the  reasonableness  of such Rule
or  Regulation  for  decision to the  Chairman of the Board of  Directors of the
Management  Division  of The Real  Estate  Board of New York,  Inc.,  or to such
impartial person or persons as he may designate,  whose  determination  shall be
final  and  conclusive  upon  the  parties  hereto.  The  right to  dispute  the
reasonableness  of any additional Rule or Regulation upon Tenant's part shall be
deemed waived unless the same

                                      -36-

<PAGE>

shall be asserted by service of a notice in writing upon Landlord  within thirty
(30) days after the adoption of any such additional Rule or Regulation.  Nothing
in this lease  contained  shall be construed to impose upon Landlord any duty or
obligation  to  enforce  the  Rules  and  Regulations  or  terms,  covenants  or
conditions  in any other lease,  as against any other tenant and Landlord  shall
not be liable to  Tenant  for  violation  of the same by any other  tenant,  its
servants, employees, agents, visitors or licensees.

         The use in the demised premises of auxiliary  heating devices,  such as
portable electric heaters,  heat lamps or other devices whose principal function
at the time of operation is to produce space heating, is prohibited.

         SIXTY-THIRD: - It is understood and agreed that this lease is submitted
to Tenant on the  understanding  that it shall  not be  considered  an offer and
shall not bind  Landlord  in any way  until (i)  Tenant  has duly  executed  and
delivered  duplicate  originals to Landlord  and (ii)  Landlord has executed and
delivered one of said originals to Tenant.

         SIXTY-FOURTH:  - It is  understood  and agreed that the annual rent for
the  period  February  1,  2000 to  September  20,  2002  shall  be ONE  HUNDRED
NINETY-THREE THOUSAND THREE HUNDRED NINETY-NINE AND 34/100 ($193,399.34) DOLLARS
($16,116.61 per month); and for the period October 1, 2002 to April 30, 2005 the
annual rent shall be TWO HUNDRED  SEVEN  THOUSAND  ONE HUNDRED  TWENTY-FIVE  AND
34/100  ($207,125.34)  DOLLARS  ($17,260.45  per month).  Of the above  figures,
TWENTY- ONE THOUSAND EIGHT HUNDRED  TWENTY-FOUR AND 34/10  ($21,824.34)  DOLLARS
represents the electric rent inclusion  factor of the annual rent which shall be
subject to adjustment as provided in Article #22 hereof.

         SIXTY-FIFTH:  - Landlord will do the following  work, once prior to the
Commencement Date of this Lease Renewal,  in building's standard manner and with
building's standard materials:

         1. Paint entire premises with two (2) coats of paint.  Tenant to select
            color from our standard color chart.

         2. Install new carpet over padding including base, if necessary. Tenant
         to select color to match decor from our sample book.


                                      -37-

<PAGE>


IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this
lease as of the day and year first above written.


                                           1350 BROADWAY ASSOCIATES
                                           BY: HELMSLEY-SPEAR, INC., Agent

 .......................................... /s/[illegible]......................
             Witness for Landlord:         Chief Operating Officer

                                           ACTIVE APPAREL GROUP, INC.
                                           .....................................

 .......................................... By: /s/ George Horowitz
             Witness for Tenant:               President & CEO..................
                                               George Horowitz..................





                                      -38-

<PAGE>

                                 ACKNOWLEDGMENTS


                                   LANDLORD

State of New York       )
County of New York      ) ss.:

            On this  _____  day of  _______,  19__,  before me  personally  came
_________,  to me known  and  known to me to be a  partner  of  ____________,  a
co-partnership,  mentioned and  described  in, and which  executed the foregoing
instrument,  and the said  duly  acknowledged  to me that he  executed  the said
instrument  for and on behalf of and with the authority of said for the uses and
purposes therein mentioned.

                                          ....................................


                              PARTNERSHIP TENANT

State of New York       )
County of New York      ) ss.:

            On this ________ day of ________,  19__,  before me personally  came
___________,  to me known  and  known to me to be a partner  of  ___________,  a
co-partnership,  mentioned and  described  in, and which  executed the foregoing
instrument,  and the said  duly  acknowledged  to me that he  executed  the said
instrument  for and on behalf of and with the authority of said for the uses and
purposes therein mentioned.

                                          ....................................


                              INDIVIDUAL TENANT

State of New York       )
County of New York      ) ss.:

            On this _________ 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.

                                          ....................................


                               CORPORATE TENANT

State of New York       )
County of New York      ) ss.:

            On this _________ day of ________,  19__,  before me personally came
_________,  to me known,  who being by me duly sworn, did depose and say that he
resides at ______________ ; that he is the  _________________ of the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.

                                          ....................................

                                      -39-

<PAGE>

                              RULES AND REGULATIONS

         1. The sidewalks,  entrances, passages, courts, elevators,  vestibules,
stairways,  corridors  or halls shall not be  obstructed  or  encumbered  by any
Tenant or used for any  purpose  other than  ingress  and egress to and from the
demised  premises,  and if said  premises are situate on the ground floor of the
building the Tenant  thereof shall further,  at said Tenant's own expense,  keep
the sidewalks  and curb  directly in front of said premises  clean and free from
ice, snow, etc.

         2. The freight  and not the  passenger  elevators  shall be used by the
working hands of Tenant and persons calling for and delivering goods to and from
the demised premises.

         3. No awnings or other  projections  shall be  attached  to the outside
walls of the  building  without  the  prior  written  consent  of  Landlord.  No
curtains,  blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of the demised  premises,  without the prior
written consent of the Landlord. Such awnings,  projections,  curtains,  blinds,
shades,  screens or other fixtures must be of a quality, type, design and color,
and attached in the manner approved by the Landlord.

         4.  No  sign,  advertisement,   notice  or  other  lettering  shall  be
exhibited,  inscribed,  painted  or  affixed  by any  Tenant  on any part of the
outside or inside of the demised  premises or building without the prior written
consent of  Landlord.  Interior  signs on doors shall be  inscribed,  painted or
affixed for each Tenant by Landlord at the expense of such Tenant,  and shall be
of a size, color and style acceptable to Landlord.  Only the Tenant named in the
lease shall be entitled to appear on the Directory  Board or Tablet.  Additional
names may be added in Landlord's sole discretion under such terms and conditions
as he may approve.

         5. The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls,  passageways  or other public  places in the
building shall not be covered by any Tenant, nor shall any bottles,  parcels, or
other articles be placed on the windowsills.

         6. The water and wash closets and other plumbing  fixtures shall not be
used for any purposes other than those for which they were  constructed,  and no
sweepings,  rubbish,  rags, or other  substances  shall be thrown  therein.  All
damages  resulting from any misuse of the fixtures shall be borne by Tenant who,
or whose servants,  employees,  agents, visitors or licensees, shall have caused
the same.

         7. No Tenant shall mark,  paint,  drill into,  or in any way deface any
part of the  demised  premises  or the  building  of which they form a part.  No
boring, cutting or stringing of wires shall be permitted,  except with the prior
written  consent of Landlord,  and as Landlord may direct.  No linoleum or other
floor  covering  shall be laid in direct  contact  with the floor of the demised
premises,  but if any such  covering is required by Tenant,  an  interlining  of
builder's deadening felt shall first be affixed to the floor with paste or other
water soluble material, the use of cement or other adhesive non-soluble in water
is expressly prohibited.

                                      -40-

<PAGE>

         8. No  Tenant  shall  make,  or  permit  to be made,  any  unseemly  or
disturbing  noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having  business  with them whether by the use of
any instrument,  radio, talking machine, musical noise, whistling, singing or in
any other way.

         9.  No  Tenant,  nor  any  of  Tenant's  servants,  employees,  agents,
visitors,  or  licensees,  shall at any  time  bring  or keep  upon the  demised
premises  any  inflammable,   combustible  or  explosive  fluid,   chemical  and
substance,  or cause or permit any unusual or objectionable odors to be produced
upon or permeate from the demised premises. No animals or birds shall be kept by
Tenant in or about the building.

         10.  Landlord  reserves  the right to inspect all freight to be brought
into the building and to exclude  from the building all freight  which  violates
any of these  Rules  and  Regulations  or the  lease of which  these  Rules  and
Regulations are a part.

         11.  Landlord  shall have the right to prohibit any  advertising by any
Tenant which, in its opinion,  tends to impair the reputation of the building or
its  desirability  and, upon written notice from Landlord,  Tenant shall refrain
from or discontinue such advertising.

         12.  Canvassing,  soliciting and peddling in the building is prohibited
and each Tenant shall co-operate to prevent the same.

         13. There shall not be used in any space, or in the public halls of any
building,  either by Tenant or by jobbers or others,  in the delivery or receipt
of  merchandise,  any hand trucks,  except those  equipped with rubber tires and
side guards.

         14. No Tenant shall purchase spring water,  ice, towels,  or other like
service, from any company or persons not approved by Landlord.

         15. The use in the demised premises of auxiliary heating devices,  such
as  portable  electric  heaters,  heat lamps or other  devices  whose  principal
function at the time of operation is to produce space heating, is prohibited.


                                      -41-

<PAGE>
ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED
JULY 20, 1999 BETWEEN 1350 BROADWAY ASSOCIATES AND ACTIVE APPAREL
GROUP, INC.

SIXTY-SIXTH:

         A. 1. The Landlord  will supply  through its system  chilled water at a
temperature  in  the  approximate  range  of 45  degrees  F.  to 50  degrees  F.
throughout the cooling  season,  to wit, April 15 to October 15 in each year, on
regular business days, Monday through Friday from 8:00 A.M. to 6:00 P.M.

         2. Landlord may elect from time to time; to commence the cooling season
on a date earlier than that  specified  above and/or  extend the cooling  season
beyond the date specified in said clause. In either or both such events,  Tenant
agrees it will avail itself to the cooling season aforementioned. In such event,
Tenant  covenants  and  agrees to pay to  Landlord  as  additional  rent for the
chilled  water to be  supplied  by Landlord  prior to and/or  subsequent  to the
cooling  season  aforementioned,  a sum equal to the  proportion  of the  annual
additional rent payable as herein  provided for chilled water service  furnished
during the cooling  season  specified  in this  clause,  that the number of days
during which the Landlord  furnishes  the chilled  water service prior to and/or
subsequent to such cooling season aforementioned.  Such sum shall be in addition
to all the other sums payable under this lease, including but not limited to the
annual  additional  rent payable for chilled  water  service  during the cooling
season aforementioned, the same shall be due and payable on demand.

         B. For the chilled water  service to be supplied by the  Landlord,  the
Tenant  agrees,  throughout  the  term of this  lease,  to pay the  Landlord  as
additional  rent,  (aggregating the sum of $5,147.25 per annum) for the space in
the demised  premises to be air-cooled  by the system,  and Tenant agrees to pay
such additional rent in twelve (12) monthly  installments of $428.94 in advance,
on the first day of each month, for the duration of this lease. However,  during
any continued  occupancy of said premises by the Tenant after the  expiration of
said lease, Tenant agrees to pay the building's  prevailing rate for the chilled
water  service  during the full term of the continued  occupancy.  Payment to be
made in the same  manner as  heretofore.  If either of said dates shall be other
than the first day of the month, the monthly  installment of additional rent for
that month shall be prorated. Electric current to operate the installation shall
be paid by the Tenant as herein in this lease provided.

         C. 1. Landlord shall have no responsibility or liability for failure to
supply  chilled  water for the operation of the  installation  or for failure to
perform any agreement contained herein, when prevented from doing so by strikes,
accidents or by any cause beyond  Landlord's  control,  or by laws,  orders,  or
Regulations  of any  Federal,  State,  County or  Municipal  Authority  or other
governmental  authority  or by  failure  of  water,  steam,  electric  supply or
inability  by  exercise  of  reasonable  diligence,  to obtain  water,  steam or
electricity.


                                      -42-

<PAGE>

         2. Landlord  reserves the right to stop service of  furnishing  chilled
water for air cooling  system when necessary by reason of accident or emergency,
or for repairs, alterations, replacements, or improvements which in the judgment
of the  Landlord are  desirable  or  necessary  to be made to the chilled  water
circulating  system or to the demised  premises or to the  building of which the
demised premises are a part, until such repairs,  alterations,  replacements, or
improvements shall have been completed.

         D. Landlord  will,  without charge and as an  accommodation  to Tenant,
attend to the regular  lubrication of the installation,  during regular business
hours,  after same is  connected  to the  Landlord's  system,  and in  addition,
Landlord  will install  filters in such  installation,  which  filters are to be
furnished by and at the expense of the Tenant.  Landlord  shall not be liable to
Tenant for damage resulting from any delays or omissions in connection with such
lubrication or the service to be rendered pursuant to this sub-division.

         E. Tenant  agrees to indemnify  and hold the Landlord safe and harmless
from and against any injury or damage to the demised premises or to the building
of which the  demised  premises  are a part,  and from and  against  any and all
claims for injury or damage to property which may be asserted against  Landlord,
if any  such  injury  or  damage  is  caused  by the  installation,  connection,
operation and maintenance of Tenant's air cooling system.

         F. If, on the date  hereof,  the unit has already  been  installed  and
connected  with  Landlord's  system,  then all of the provisions of this article
shall  nevertheless  be applicable  with the same force and effect as though the
installation was a new  installation,  and the additional rent payable hereunder
for the chilled  water shall  commence on the  commencement  of the term of this
lease.

         G. Landlord agrees to allocate  FORTY-THREE  (43) gallons per minute to
the installation.

         H. It is further  understood and agreed that the complete chilled water
air cooling  machinery,  equipment,  and all parts hereto,  is and remain at all
times the property of the Landlord.

         I.  Landlord  is in no way  obligated  to replace any or all of the air
conditioning system in the premises if any governmental  regulations require the
installation of any additional equipment or fixtures.

         J. 1. It is understood and agreed that the Landlord's  obligation under
this  article is to supply  chilled  water to the demised  premises  through the
Landlord's chilled water system.

         2.  Tenant  may use any air  conditioning  equipment  presently  in the
demised premises.

         3.  Any  necessary  repairs  or  replacements  of any air  conditioning
equipment  (other  than  Landlord's  chilled  water  system  equipment)  is  the
obligation of the Tenant.  Any replacements or additions to the air conditioning
equipment  shall be limited to the chilled  water system and shall be subject to
Landlord's written approval which shall not be unreasonably withheld.

                                      -43-

<PAGE>


                                           1350 BROADWAY ASSOCIATES
                                           BY: HELMSLEY-SPEAR, INC., Agent

                                            /s/ [illegible]
                                          --------------------------------------
                                          Chief Operating Officer


                                          ACTIVE APPAREL GROUP, INC.


                                          By: /s/ George Horowitz
                                              ----------------------------------
                                              President & CEO



                                      -44-

<PAGE>
ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED
JULY 20, 1999 BETWEEN 1350 BROADWAY ASSOCIATES AND ACTIVE APPAREL
GROUP, INC.

SIXTY-SEVENTH:

Supplementing Article 10 and 59 hereof:

         1.   Tenant,   for   itself,   its  heirs,   distributees,   executors,
administrators,   legal  representatives,   successors  and  assigns,  expressly
covenants  that it shall not  assign,  mortgage  or  encumber  this  Lease,  nor
underlet,  or suffer,  or permit the demised  premises or any part thereof to be
used or occupied by others,  without  the prior  written  consent of Landlord in
each instance. If this Lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anyone other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, undertenant, or occupant, and
apply the net amount collected to the rent herein  reserved,  but no assignment,
underletting,  occupancy or collection shall be deemed a waiver of the provision
hereof, the acceptance of the assignee,  undertenant or occupant of Tenant, or a
release of Tenant from the further  performance  by Tenant of  covenants  on the
part of Tenant  herein  contained.  The consent by Landlord to an  assignment or
underletting  shall not in any way by construed to relieve Tenant from obtaining
the  express  consent  in writing  of  Landlord  to any  further  assignment  or
underletting.  In no event shall any permitted  sublessee assign or encumber its
sublease or further  sublet all or any portion of its sublet  space or otherwise
suffer or permit the sublet  space or any part thereof to be used or occupied by
others,   without   Landlord's  prior  written  consent  in  each  instance.   A
modification,  amendment or extension of a sublease  shall be deemed a sublease.
If any lien is filed  against the demised  premises or the building of which the
same  form a part for  brokerage  services  claimed  to have been  performed  by
Tenant,  whether or not  actually  performed,  the same shall be  discharged  by
Tenant within thirty (30) days thereafter, at Tenant's expense, by filing a bond
required by law or otherwise,  and paying any other  necessary  sums, and Tenant
agrees to  indemnify  Landlord and its agents and hold them,  harmless  from and
against any and all claims,  losses or  liability  resulting  from such lien for
brokerage services rendered.

         2. If Tenant  desires  to  assign  this  Lease or to sublet  all or any
portion of the demised  premises,  it shall first  submit in writing to Landlord
the  documents  described in Section "C" hereof and shall offer in writing,  (i)
with  respect to a  prospective  assignment,  to assign  this Lease to  Landlord
without any payment of moneys or other  consideration,  therefor,  or, (ii) with
respect to a  prospective  subletting,  to sublet to Landlord the portion of the
demised premises involved ("Leaseback Area") for the term specified by Tenant in
its proposed sublease and at the lower of (a) Tenant's proposed subrental or (b)
at the same rate of fixed rent and  additional  rent,  and otherwise on the same
term,  covenants and  conditions  (including  provisions  relating to escalation
rents),  as are  contained  herein and as are  allocable  and  applicable to the
portion of the  demised  premises  to be covered by such  subletting.  The offer
shall  specify  the date  when the  Leaseback  Area  will be made  available  to
Landlord,  which date shall be in no event  earlier  than  ninety  (90) days nor
later than one hundred  eighty (180) days following the acceptance of the offer.
If an offer of


                                      -45-

<PAGE>
sublease  is  made,  and  if  the  proposed  sublease  will  result  in  all  or
substantially all of the demised premises being sublet, then Landlord shall have
the option to extend the term of its  proposed  sublease  for the balance of the
term of this Lease less one (1) day.

         Landlord  shall have a period of ninety  (90) days from the  receipt of
such offer to either  accept or reject the same.  If Landlord  shall accept such
offer (i) Tenant  shall then  execute  and  deliver  to  Landlord,  or to anyone
designated or named by Landlord,  an assignment or sublease, as the case may be,
in either case in a form reasonably satisfactory to Landlord's counsel; and (ii)
if the  proposed  transaction  is a sublease  and  Landlord  accepts such offer,
Tenant,  on demand,  shall pay to Landlord or its  managing  agent (as  Landlord
shall elect) an amount equal to the brokerage  commissions which would have been
incurred by Tenant but for Landlord's accepting such offer.

         If a sublease is so made it shall expressly:

         (a)      permit  Landlord to make further  subleases of all or any part
                  of the Leaseback Area and (At no cost or expense to Tenant) to
                  make  and   authorize   any  and  all  changes,   alterations,
                  installations and improvements in such space as necessary;

         (b)      provide  that Tenant  will,  at all times,  permit  reasonably
                  appropriate  means of ingress to and egress from the Leaseback
                  Area;

         (c)      negate  any  intention  that the  estate  created  under  such
                  sublease be merged with any other estate held by either of the
                  parties;

         (d)      provide that Landlord  shall accept the Leaseback Area "as is"
                  except that Landlord,  at Tenant's expense,  shall perform all
                  such  work and make all such  alterations  as may be  required
                  physically to separate the  Leaseback  Area from the remainder
                  of the demised  premises and to permit  lawful  occupancy,  it
                  being intended that Tenant shall have no other cost or expense
                  in connection with the subletting of the Leaseback Area;

         (e)      provide that at the  expiration of the term of such  sublease,
                  Tenant will  accept the  Leaseback  Area in its then  existing
                  condition, subject to the obligations of Landlord to make such
                  repairs  thereto as may be necessary to preserve the Leaseback
                  Area in good  order  and  condition,  ordinary  wear  and tear
                  excepted.

         Landlord shall  indemnify and save Tenant harmless from all obligations
under this  Lease as to the  Leaseback  Area  during the period of time it is so
sublet,  except for fixed annual rent and additional rent, if any, due under the
within  Lease,  which are in excess of the rents and  additional  sums due under
such sublease.

         Subject to the  foregoing,  performance  by Landlord,  or its designee,
under a sublease of the Leaseback Area shall be deemed  performance by Tenant of
any similar obligation under this Lease


                                      -46-

<PAGE>

and any default under any such sublease shall not give rise to a default under a
similar  obligation  contained in this Lease, nor shall Tenant be liable for any
default under this Lease or deemed to be in default hereunder if such default is
occasioned  by or arises  from any act or  omission  of the  tenant  under  such
sublease or is  occasioned by or arises from any act or omission of any occupant
holding under or pursuant to any such sublease.

         C. If Tenant requests  Landlord's  consent to a specific  assignment or
subletting,  it shall  submit in writing to Landlord (i) the name and address of
the proposed  assignee or  sublessee,  (ii) a duly executed  counterpart  of the
proposed  agreement of assignment  or sublease,  (iii)  reasonably  satisfactory
information  as to the nature and  character  of the  business  of the  proposed
assignee or sublessee, and as to the nature of its proposed use of the pace, and
(iv)  banking,  financial or other credit  information  relating to the proposed
assignee or sublessee reasonably  sufficient to enable Landlord to determine the
financial responsibility and character of the proposed assignee or sublessee.

         D. If Landlord  shall not have accepted  Tenant's  offer as provided in
Section "B", then Landlord will not  unreasonably  withhold or delay its consent
to Tenant's request for consent to such specific assignment or subletting, where
Tenant will not move the conduct of its business to another building in New York
City. Any such consent of Landlord shall be subject to the terms of this Article
and conditioned upon there being no default by Tenant,  beyond any grace period,
under any of the terms,  covenants and conditions of this Lease at the time that
Landlord's  consent to any such subletting or assignment is requested and on the
date of the  commencement  of the  term of any  such  proposed  sublease  or the
effective date of any such proposed assignment.

         E. Upon receiving  Landlord's  written consent (and unless  theretofore
delivered to Landlord) a duly executed  copy of sublease or assignment  shall be
delivered to Landlord  within ten (10) days after  execution  thereof.  Any such
sublease shall provide that the sublease shall comply with all applicable  terms
and conditions of this Lease to be performed by the Tenant  hereunder.  Any such
assignment  of lease shall  contain an  assumption by the assignee of all of the
terms, covenants and conditions of this Lease to be performed by the Tenant.

         F. Anything herein contained to the contrary notwithstanding:

         1. Tenant shall not advertise (but may list with brokers) its space for
assignment  or  subletting  at a rental  rate lower than the greater of the then
building rental rate for such space or the rental rate then being paid by Tenant
to Landlord.

         2. Deleted.

         3. No assignment or subletting shall be made:

                  a. To any  person  or  entity  which  shall at that  time be a
         tenant,  subtenant  or other  occupant  of any part of the  building of
         which the demised  premises  form a part, or who dealt with Landlord or
         Landlord's  agent  (directly or through a broker) with respect to space
         in the

                                      -47-

<PAGE>

         building  during  the six (6)  months  immediately  preceding  Tenant's
         request for Landlord's consent;

                  b. By the legal representatives of the Tenant or by any person
         to whom Tenant's  interest under this Lease passes by operation of law,
         except in compliance with the provisions of this Article;

                  c. To any person or entity for the conduct of a business which
         is not in keeping with the standards  and the general  character of the
         building of which the demised premises form a part.

         G. Anything hereinabove contained to the contrary notwithstanding,  the
offer back to Landlord  provisions of Section "B" hereof shall not apply to, and
Landlord will not unreasonably withhold or delay its consent to an assignment of
this Lease, or sublease of all of part of the demised premises, to the parent of
Tenant or to a  wholly-owned  subsidiary of Tenant or of said parent,  or to any
corporation  into or with which Tenant may be merged or  consolidated,  provided
that the  greater  of (a) the net worth of Tenant on the date  hereof or (b) the
net worth of Tenant immediately prior to such merger or consolidation; provided,
further,  that any such  assignment  of lease shall contain an assumption by the
Assignee  of all of the  terms,  covenants  and  conditions  of this Lease to be
performed by the Tenant.  Tenant  agrees that no such  assignment  or subletting
shall be  effective  unless  and until  Tenant  gives  Landlord  written  notice
thereof, together with a true copy of the assignment or of the sublease.

         H. If  Landlord  shall not have  accepted  Tenant's  offer  and  Tenant
effects such  assignment  or  subletting,  then Tenant  thereafter  shall pay to
Landlord  a sum equal to (a) any rent or other  consideration  paid to Tenant by
any subtenant which (after  deducting the costs of Tenant,  if any, in effecting
the subletting,  including  reasonable  alteration costs,  commissions and legal
fees) is in excess of the rent  allocable to the  subleased  space which is then
being paid by Tenant to Landlord pursuant to the terms hereof, and (b) any other
profit or gain (after  deducting any necessary  expenses  incurred)  realized by
Tenant from any such  subletting  or  assignment.  All sums equal  hereunder  by
Tenant shall be payable to Landlord as additional  rent upon receipt  thereof by
Tenant.

         I. In no event shall Tenant be entitled to make, nor shall Tenant make,
any claim and Tenant hereby waives any claim for money damages (nor shall Tenant
claim any money damages by way of set-off,  counterclaim, or defense) based upon
any claim or assertion  by Tenant that  Landlord  has  unreasonably  withheld or
unreasonably  delayed  its  consent  or  approval  to a proposed  assignment  or
subletting  as provided for in this  Article.  Tenant's  sole remedy shall be an
action or proceeding to enforce any such provision, or for specific performance,
injunction or declaratory judgment.



                                      -48-

<PAGE>


                                        1350 BROADWAY ASSOCIATES
                                        BY: HELMSLEY-SPEAR, INC. Agent

                                           /s/ [illegible]
                                        ----------------------------------------
                                        Chief Operating Officer


                                        ACTIVE APPAREL GROUP, INC.


                                        By:  /s/ George Horowitz
                                           -------------------------------------
                                             President & CEO



                                      -49-

<PAGE>

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED
JULY 20, 1999 BETWEEN 1350 BROADWAY ASSOCIATES AND ACTIVE APPAREL
GROUP, INC.

SIXTY-EIGHTH:

         A. Tenant  covenants and agrees that  Landlord  shall have the absolute
and  unqualified  right,  upon  notice to Tenant,  to  designate  as the Demised
Premises  that  part of any  other  floor  in the  building  that  approximately
corresponds to the premises demised hereunder,  provided,  however, (i) Landlord
may exercise  this tight only once during the Initial  Term of this Lease,  (ii)
such  substituted  space shall be the  equivalent or better in the appearance of
the Demised Premises upon completion of Landlord's  Initial  Construction  (wear
and tear, as well as damage to the Demised Premises caused by Tenant,  and (iii)
Landlord  shall move Tenant to the  substituted  space during a single  weekend.
Such notice shall specify and designate the space so substituted for the Demised
Premises.  Notwithstanding  such  substitution of space,  this Lease and all the
terms, provisions, covenants and conditions contained in this Lease shall remain
and continue in full force and effect, except that the Demised Premises shall be
and be deemed to be such  substituted  space  (hereinafter  called  "Substituted
Space"),  with the same  force  and  effect  as if the  Substituted  Space  were
originally  specified in this Lease as the premises demised  hereunder.  The new
space shall be the same size or no more than 20% larger  than the present  space
and if Tenant  occupies  a complete  floor,  Tenant can only be moved to another
complete  floor which also will be the same size or no more than 20% larger than
the  present  full floor and  Tenant  shall  remain as sole  Tenant on such full
floor.

         B. In the  event of the  substitution  of space,  Tenant,  upon six (6)
months prior written notice,  shall move to the Substituted Space, at Landlord's
expense,  and  upon  failure  of  Tenant  to so move to the  Substituted  Space,
Landlord may, as Tenant's Agent,  remove Tenant from the Demised Premises to the
Substituted Space. Failure of Tenant to move to the Substituted Space,  pursuant
to this Article  shall be deemed a  substantial  breach of this Lease.  Landlord
shall  reimburse  Tenant for Tenant's  reasonable  and  necessary  out-of-pocket
expenses  actually  incurred with regard to the move to the  Substituted  Space.
Upon request from Landlord, Tenant shall supply Landlord with satisfactory proof
of out-of-pocket expenses incurred by Tenant in moving from the Demised Premises
to the  Substituted  Space.  Tenant shall be reimbursed for moving costs as they
are incurred.

         C. Following such substitution of space,  pursuant to this Article,  if
any, Landlord and Tenant shall, promptly at the request of either party, execute
and deliver an agreement in recordable  form setting forth such  substitution of
space. Tenant shall be reimbursed for moving costs as they are incurred.

         D. No such substitution shall be permitted without Landlord making same
substitution for the premises known as Rooms 2310/11 1350 Broadway.


                                      -50-

<PAGE>

                       To Be Signed By Landlord and Tenant



 /s/ [illegible].....................
                  (Landlord)

 /s/ George Horowitz   President & CEO...
                  (Tenant)



[Floor Plan Omitted]

                                      -51-