Exhibit 10.46






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

                                       to






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


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

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


   From                    November 1, 1999


   To                      April 30, 2005


   Annual Rent             $53,750.00 p.a.     $4,479.17 p.m.    11/1/99-6/30/02
                           $58,050.00 p.a.     $4,837.50 p.m.     7/1/02-4/30/05
   Elec.:                  $  6,837.00 p.a.    $   569.75 p.m.
   C.W.:                   $  1,612.50 p.a.    $   134.38 p.m.

   Premises:               Rooms 2310/11
                           1350 Broadway
<PAGE>
                        Agreement of Lease, made as of this 19th 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 2310/11 in the
building known as 1350 Broadway in the Borough of Manhattan, City of New York,
for the term of 5 Yrs. 6 Mos. (or until such term shall sooner cease and expire
as hereinafter provided) to commence on the 1st day of Nov. 1999 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 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) months

                                      -11-
<PAGE>
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 2,150 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.

--------
     1    Landlord 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 judicial process)
requiring the payment of money by Lessor, in the event of any liability by
--------
            *limitations shall not apply if they interfere or conflict with
provisions of Tenant's insurance policy.


                                      -19-
<PAGE>
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 or accruing shall not cease; but if the damage be so extensive as to
render all of the demised

                                      -20-
<PAGE>
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 $ NONE** as security for the faithful performance and observance by
Tenant of the terms, provisions and

--------
            **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.

                                      -22-
<PAGE>
conditions of this lease; it is agreed that in the 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 selfinsurer.

            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
addressed to

                                      -27-
<PAGE>
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 2,150 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 65/100's/1 percent (.65%). 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 November 1, 1999 to June 30, 2002 shall be SIXTY THOUSAND FIVE
HUNDRED EIGHTY- SEVEN AND 00/100 ($60,587.00) DOLLARS ($5,048.92 per month); and
for the period July 1, 2002 to April 30, 2005 the annual rent shall be
SIXTY-FOUR THOUSAND EIGHT HUNDRED EIGHTY-SEVEN AND 00/100 ($64,887.00) DOLLARS
($5,407.25 per month). Of the above figures, SIX THOUSAND EIGHT HUNDRED
THIRTY-SEVEN AND 00/100 ($6,837.00) DOLLARS represents the electric rent
inclusion factor of the annual rent which shall be subject to adjustment as
provided in Article #22 hereof.

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



                                      -37-
<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.

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


                                      -38-

<PAGE>
                                    GUARANTY

            For Value Received, and in consideration for, and as an inducement
to Landlord making the foregoing lease with Tenant, the undersigned guarantees
to Landlord, its successors and assigns, the full performance and observance of
all the covenants, conditions and agreements, including the "Rules and
Regulations", therein provided to be performed and observed by Tenant, without
requiring any notice or proof of non-payment, non-performance, or non-
observance, and without demand, to charge the undersigned therefor, all of which
the undersigned hereby expressly waives.

            The undersigned further covenants and agrees: (a) that the validity
of this agreement and its obligations hereunder shall in no wise be terminated,
affected or impaired by reason of the assertion by Landlord against Tenant of
any of the rights or remedies reserved to Landlord pursuant to the provisions of
the within lease; (b) that this guaranty shall remain and continue in full force
and effect as to any renewal, modification or extension of the within lease.

            As a further inducement to Landlord to make the within lease and in
consideration thereof, Landlord and the undersigned covenant and agree that in
any action or proceeding or counterclaim brought by either against the other on
any matters whatsoever arising out of, under, or in any way connected with said
lease or this guaranty, or by virtue of the terms thereof, Landlord and the
undersigned shall and do hereby waive trial by jury.

Dated, New York City             , 19


 ...............................   ..............................................
     Witness                      ..............................................
                                  Address




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 Guaranty and acknowledged to me
that he executed the same.

                                          ....................................
                                                                 Notary Public



                                      -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 19, 1999
BETWEEN 1350 BROADWAY ASSOCIATES AND ACTIVE APPAREL GROUP, INC.

SIXTY-FIFTH:

            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 $1,612.50 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 $134.00 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 19, 1999
BETWEEN 1350 BROADWAY ASSOCIATES AND ACTIVE APPAREL GROUP, INC.

SIXTY-SIXTH:

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 19, 1999
BETWEEN 1350 BROADWAY ASSOCIATES AND ACTIVE APPAREL GROUP, INC.

SIXTY-SEVENTH:

            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 or in the building located
at 1333 Broadway, New York, New York 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 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.

            D. No such substitution shall be permitted without Landlord also
making same substitution for the premises known as Rooms 2300-2307/2315 1350
Broadway.

                                      -50-
<PAGE>
                       To Be Signed By Landlord and Tenant



 /s/ [illegible]....................

     (Landlord)


/s/ George Horowitz
President & CEO
       (Tenant)
                                      -51-
<PAGE>
ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED JULY 19, 1999
BETWEEN 1350 BROADWAY ASSOCIATES AND ACTIVE APPAREL GROUP, INC.

SIXTY-EIGHTH:

Landlord shall provide and install the following facilities and materials and
complete the following work as part of "Landlord's Work" (as hereinafter
defined) in accordance with Tenant's Plans. For purposes of this Lease,
"Landlord's Work" shall be:

1.          PARTITIONS:             Supply and install building standard
            drywalls.

2.          CEILING:                Supply and install building standard 2 x 4
            lay-in acoustical ceiling with window pockets.

3.          LIGHTING:               Supply and install one (1) 2 x 4 light
            fixture every 100 sq. ft. of rental area.

4.          AIRCONDITIONING:        Provide building standard air-conditioning
            system with all necessary ductwork to form a complete system, the
            repair and maintenance of which shall be the obligation of Tenant,
            subsequent to the first year after installation.

5.          FLOORING:               Supply and install building standard carpet
            over padding or building standard vinyl tile floor. Tenant to select
            color of carpet/tile to match decor.

6.          DOORS:                  Tan Supply and install building standard
            hollow metal doors, and, if required, building standard Herculite
            entrance door with sidelight and back-up fire door.

7.          ELECTRICAL CONSTRUCTION:
            a.          Supply and install two (2) separate dedicated circuits.
            b.          Supply and install two (2) base outlets per room.

8.          PAINTING:               Paint with one (1) coat of paint on existing
            walls; two (2) coats on new sheetrock walls. Tenant to select color
            from our building standard color chart.

9.          RADIATOR COVERS:        Supply and install paint grade building
            standard radiator covers where needed.

10.         CLOSETS:                Supply and install one (1) building standard
            clothes closet every 2,000 feet.

11.         SPRINKLERS:             Supply and install building standard
            sprinkler heads as required by all applicable ordinances and codes.


                                      -52-
<PAGE>
As used in this Workletter, the term "building standard" shall mean such
materials as Landlord may elect to use as part of its standard construction
substantially throughout the building.

Tenant's rent, as outlined in Article SIXTY-FOURTH hereof, shall not commence
until Landlord has substantially completed the above work.

Landlord will complete above work as stated above and do any additional work
requested by Tenant as long as Landlord's expenses do not exceed Fifty Three
Thousand Five Hundred ($53,000.00) Dollars.


                   To Be Initialled By The Landlord and Tenant



          /s/ [illegible].............

                 (Landlord)


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


[Floor Plan Omitted]

                                      -53-