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LANDLORD       LEASE dated August 22, 1995, between 112 WEST 34th STREET COMPANY
               a New York partnership, having an office at 60 East 42nd Street,
               New York, New York, hereinafter referred to as "Landlord" or
               "Lessor" and Kleinert's Inc., of New York having its principal
               place of business at 112 West 34th Street, New York, New York
               10120.

TENANT          hereinafter jointly severally and collectively referred to as
               "Tenant" or "Lessee".

SPACE          WITNESSETH: The Landlord DOES HEREBY LEASE to Tenant, and Tenant
               DOES HEREBY TAKE from the Landlord, the space(s) designated Room
               1710

TERM           substantially as outlined in red on the plan(s) attached hereto,
               on the Seventeenth RENT (17th) floor(s) of the building known as
               112 WEST 34 STREET (hereinafter referred to as "the Building") in
               the Borough of Manhattan, City, County and State of New York,
               which space, together with all the fixtures and improvements
               which, at the commencement of or during the term, are thereto
               attached (except items not deemed to be included therein and
               removable by Tenant as provided in Article 6 hereof) is
               hereinafter referred to as "the premises" or the "demised
               premises", SUBJECT to mortgages, and ground and underlying
               leases, as hereinafter provided and UPON and SUBJECT to the
               covenants, terms and conditions of this Lease, for a term to
               commence on November 1, 1995, and to end on March 31, 2001,
               unless terminated prior thereto in the manner hereinafter
               provided, at the ANNUAL RENT of THREE HUNDRED AND EIGHTY SIX
               THOUSAND, THREE HUNDRED FORTY AND 00/100 ($386,340.00) DOLLARS
               FROM 11/1/95 to 9/30/98 and FOUR HUNDRED AND TWELVE THOUSAND, AND
               NINETY SIX AND 00/100 ($412,096.00) DOLLARS FROM 10/1/98 TO
               3/31/01, which Tenant agrees to pay in United States legal
               tender, by cash or by good and sufficient check drawn on a New
               York City Clearinghouse Bank, in equal monthly installments in
               advance on the first day of each month during said term, at the
               office of Landlord.

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

               1. Tenant shall pay the rent and additional rent as above and as
               hereinafter provided.

USE            2. Tenant shall use and occupy the premises for Showroom and
               office for the sale at wholesale only and display of children's
               wearing apparel and Design Room for manufacture of samples and
               the premises shall be used for no other purpose by the Tenant or
               any other person.

               It is the express provision of this lease that the demised
               premises are rented for showroom and office use only, and the
               Tenant shall not do any manufacturing therein or retail sales
               therefrom. The Tenant shall not in connection with its business
               ship or receive merchandise at regular intervals in any
               substantial quantity. This restriction includes the specific
               prohibition against the use of any hand trucks or other wheeled
               vehicles in the corridors on the floor adjacent to the demised
               premises or in any other part of the building.
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ASSIGNMENT     3. Tenant shall not assign, mortgage or encumber this agreement,
               nor underlet, or AND use, suffer or permit the premises or any
               part hereof to be used by others, without the prior UNDERLETTING
               written consent of Landlord in each instance. The acceptance of
               rent from the Tenant after possession is obtained by anyone other
               than the Tenant shall not constitute a waiver of the provisions
               hereof. The listing of any name other than that of the Tenant
               whether on the doors of the premises or on the building
               directory, or otherwise, shall not operate to vest any right or
               interest in this lease or in the premises or be deemed to be the
               written consent of the Landlord mentioned in this Article. It
               being expressly understood that any such listing is a privilege
               extended by the Landlord revocable at will by written notice to
               the Tenant. If this Lease be assigned, or if the premises or any
               part thereof by 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. 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 to 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.

OBSTRUCTIONS   4. The Tenant shall not obstruct or permit the obstruction of the
SIGNS          light, halls, areas, roof, stairways stairway or entrances to
               the building, and will not affix, erect or inscribe any signs,
               projections, awnings, signals or advertisements of any kind to
               any part of the premises including the inside or outside of the
               windows or doors thereof and will not paint the outside of the
               doors thereof or the inside or outside of the windows thereof
               unless and until the style, size, color, construction and
               location thereof have been approved in writing by the Landlord.
               The Landlord shall have the right to withdraw such approval at
               any time and to require the Tenant to remove any such signs,
               projections, awnings, signals or advertisements. The Landlord
               also reserves to itself the sole right to designate the person,
               firm or corporation which shall do the work of lettering and
               erecting of any and all signs to be affixed to the premises or
               the building. In the event that said work is done by the Tenant
               through any person, firm or corporation, other than that
               designated by the Landlord, the Landlord is hereby given the
               right to remove said signs without being liable to the Tenant by
               reason thereof and to charge the cost of so doing to the Tenant
               as additional rent payable on the first day of the next following
               month, or at Landlord's option, on the first day of any
               subsequent month.
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ALTERATIONS    5. Tenant shall make no alterations, decorations, additions or
LIENS          improvements in or to the demised premises without Landlord's
               prior written consent, and then only by contractors or mechanics
               approved by Landlord. All such work shall be done at such times
               and in such manner as Landlord may designate. All work done or
               required to be done by Tenant shall be done with union labor
               having the proper jurisdictional qualifications and shall comply
               in all respects and at all times with all applicable laws and
               governmental regulations and the orders of any organizations
               having or asserting jurisdiction in the premises.

               (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 and architects, engineers
               and designers 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.

               (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 waivers of mechanics liens upon the premises or the
               building after payments to the contractors, and subject to any
               applicable provisions of the Lien Law.

               (d) Prior to commencement of its work in the demised premises,
               Tenant shall obtain and deliver to Landlord a written letter of
               authorization, in form satisfactory to Landlord's counsel, signed
               by architects, engineers and designers to become involved in such
               work, which shall confirm that any of their drawings or plans are
               to be removed from any filing with governmental authorities, on
               request of Landlord(s), in the event that said architect,
               engineer, surveyor or designer thereafter no longer is providing
               services with respect to the demised premises.
<PAGE>

FIXTURES       6. All fixtures, equipment, improvements and appurtenances
               attached to, or built into, the space herein demised at the
               commencement of or during the term, whether by the Landlord at
               its own expense or at the expense of the Tenant, or by the
               Tenant, shall be and remain part of the premises and shall not be
               removed by the Tenant at the end of the term, unless Landlord
               shall elect otherwise, which election shall be made by giving
               notice pursuant to the provisions of Article 35 not less than
               thirty (30) days prior to the expiration or other termination of
               this lease or any renewal or extension thereof. In the event the
               Landlord shall elect otherwise, then such fixtures, equipment and
               appurtenances as the Landlord shall select, shall be removed by
               the Tenant and Tenant shall restore the demised premises to the
               original condition, at its own cost and expense prior to the
               expiration of the term of this lease. All electric, plumbing,
               heating, sprinkling, telephone, telegraph, communication and
               radio systems, fixtures and outlets, venetian blinds, partitions,
               railings, gates, doors, vaults, panelling, molding, shelving,
               radiator enclosures, corks, rubber, linoleum and composition
               floors, ventilating, silencing, air-conditioning and cooling
               equipment, shall be deemed to be included in such fixtures,
               equipment, improvements and appurtenances. Where not built into
               the space and if furnished by or at the expense of the Tenant,
               all removable electric fixtures, carpets, wind deflectors,
               electric fans, water coolers, furniture, trade fixtures and
               business equipment shall not be deemed to be included in such
               fixtures, equipment, improvements and appurtenances, and shall be
               removed by Tenant and Tenant shall pay the cost of repairing any
               damage to the premises or the building arising from such removal.
               All the outside walls of the premises, including corridor walls
               and the outside entrance doors to the premises, any balconies,
               terraces or roofs adjacent to the premises, and any space in the
               premises used for shafts, stacks, pipes, conduits, ducts or other
               building facilities and the use thereof, as well as access
               thereto in and through the premises for the purpose of operation,
               maintenance, decoration and repair, are expressly reserved to the
               Landlord, and the Landlord has not conveyed any rights to the
               Tenant therein.

REPAIRS        7. Tenant shall take good care of the premises and fixtures
               therein and, subject to provisions of Article 5 hereof shall
               make, as and when needed, as a result of misuse or neglect by
               Tenant or Tenant's servants, employees, agents, visitors or
               licensees all repairs in and about demised premises necessary to
               preserve them in good order and condition, which repairs shall be
               in quality and class equal to the original work. However,
               Landlord may repair, at the expense of Tenant, all damage or
               injury to demised premises, or to the building, or to its
               fixtures, appurtenances or equipment, done by Tenant or Tenant's
               servants, employees, agents, visitors or licensees, or caused by
               moving property of Tenant in or out of the building or by
               installation or removal of furniture or other property, or
               resulting from fire, air-conditioning unit or system short
               circuits, overflow or leakage of water, steam, illuminating gas,
               sewer gas, sewage or odors, or by frost or by bursting or leaking
               of pipes or plumbing works, or gas, or from any other cause, due
               to the carelessness, negligence, or improper conduct of Tenant,
               or Tenant's servants, employees, agents, visitors or licensees.
               Except as provided in Article 13 hereof, there shall be no
               allowance to Tenant for a diminution of rental value, and no
               liability on the part of Landlord by reason of inconvenience,
               annoyance or injury to person(s), property or business arising
               from the making of any repairs, alterations, additions or
               improvements in or to any portion of the building or the
               premises, or in or to fixtures, appurtenances or equipment, nor
               shall there be any liability upon the Landlord for failure to
               make 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.
<PAGE>

WINDOW 
CLEANING       8. Tenant shall require every person engaged by him to clean any
               window in the premises from the outside, to use the equipment and
               safety devices required by Section 202 of the Labor Law and the
               rules of any governmental authority having or asserting
               jurisdiction.

REQUIREMENT OF
LAW FIRE 
INSURANCE      9. Tenant at its expense shall comply with all laws, orders and
               regulations of any INSURANCE governmental authority having or
               asserting jurisdiction over the premises, which shall impose any
               violation, order or duty upon Landlord or Tenant with respect to
               the premises or the use or occupancy thereof, including, without
               limitation, compliance in the premises with New York City Local
               Law No. 5 or any similar law. The foregoing shall not require the
               Tenant to do structural work. Tenant shall not do or permit to be
               done, any act or thing upon said premises, which will invalidate
               or be in conflict with fire insurance policies covering the
               building, and fixtures and property therein, and shall not do or
               permit to be done, any act or thing upon said premises which
               shall or might subject the Landlord to any liability or
               responsibility for injury to any person or persons or to any
               property by reason of any business or operation being carried on
               upon said premises; and shall comply with 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, which shall increase the rate of fire
               insurance on the building or on property located therein. If by
               reason of failure of Tenant to comply with the provisions hereof,
               or if by reason of the nature of the Tenant's occupancy, the fire
               insurance rate shall at any time 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 violation or because of such occupancy by Tenant
               and shall make such reimbursement upon the first day of the month
               following such outlay by Landlord. That the premises are being
               used for the purposes set forth in Article 2 hereof shall not
               relieve Tenant from the foregoing duties, obligations and
               expenses. In any action or proceeding wherein Landlord and Tenant
               are parties, a schedule or "make up" of rate for the building or
               the 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 charges in the fire insurance rate then
               applicable to said premises.
<PAGE>

SUBORDINATION  10. This lease is and shall remain subject and subordinate to all
               ground or underlying leases, and mortgages and building loan
               mortgages which may now or hereafter affect the real property of
               which the demises premises form a part, or such leases as to
               which this lease is subordinate, and including but not limited to
               mortgages affecting any of said ground or underlying leases,
               whether or not said leases or mortgages also affect other
               premises, and each and every of the advances which have
               heretofore been made or which may hereafter be made thereunder,
               and to all renewals, modifications, consolidations, replacements
               and extensions thereof. In confirmation of such subordination,
               Tenant shall execute promptly any instruments or certificates
               that Landlord may request. Tenant hereby irrevocably constitutes
               and appoints Landlord the Tenant's attorney-in-fact to execute
               any such instruments or certificates for and on behalf of Tenant.
               This clause shall be self-operative.

RULES AND
REGULATIONS    11. Tenant and Tenant's servants, employees, agents, visitors or
               licensees shall-faithfully comply with the Rules and Regulations
               attached to and made a part of this lease, and with such further
               reasonable Rules and Regulations as Landlord at any time may make
               and communicate in writing to Tenant, which, in the Landlord's
               judgment, shall be necessary for the reputation, safety, care or
               appearance of the building, or the preservation of good order
               therein, or the operation or maintenance of the building, its
               equipment, or the more useful occupance or the comfort of the
               Tenants or others in the building. Landlord shall not be liable
               to Tenant for the violation of any of said Rules and Regulations,
               or the breach of any covenant or condition in any lease by any
               other tenant in the building, or for any failure to enforce said
               Rules and Regulations.

PROPERTY LOSS,
LIABILITY      12. Landlord or Landlord's agents shall not be liable for any
               damage to property entrusted to employees of the building nor for
               the loss of any property by theft or otherwise. Landlord or
               Landlord's agents shall not be liable for any injury or damage to
               persons or property resulting from falling plaster, steam, gas,
               electricity, water, rain or snow which may leak from any part of
               said building or from the pipes, appliances or plumbing works of
               the same or from the street or sub-surface or from any other
               place or by dampness or any other cause of whatsoever nature,
               unless caused by or due to the negligence of Landlord; nor shall
               Landlord be liable for any such damage caused by other tenants or
               persons in said building, or for interference with the light or
               other incorporeal hereditaments, or caused by operations in
               construction of any public or quasi public work; nor shall
               Landlord be liable for any latent defect in the building. Tenant
               shall reimburse Landlord as additional rent for all expenses,
               damages or fines incurred or suffered by Landlord by reason of
               any breach, violation or nonperformance by Tenant, or Tenant's
               servants, employees, agents, visitors or licensees. Tenant agrees
               to look solely to Landlord'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 Tenant for the collection of a judgment (or
               other judicial process) requiring the payment of money by
               Landlord, in the event of any liability by Landlord, and no other
               property or assets of Landlord shall be subject to levy,
               execution or other enforcement procedure for the satisfaction of
               Tenant's remedies under or with respect to this lease, the
               relationship or landlord and tenant hereunder, or Tenant's use
               and occupancy of the demises premises or any other liability of
               Landlord to Tenant (except for negligence).
<PAGE>

DESTRUCTION
FIRE OR OTHER
CAUSE          13. If the demised premises shall be partially damaged by fire or
               other cause without the fault or neglect of Tenant, Tenant's
               servants, employees, agents, visitors or licensees, the damages
               shall be repaired by and at the expense of Landlord and the rent
               until such repairs shall be made shall be apportioned according
               to that part of the premises which is usable by Tenant. No
               penalty shall accrue for reasonable delay with may arise by
               reason of adjustment of fire 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. But if
               the demised premises are totally damaged or are rendered wholly
               untenantable by fire or other cause, and the Landlord shall
               decide not to rebuild the same, or if the building of which the
               demised premises are a part shall be so damaged that Landlord
               shall decide to demolish it or to rebuild it, then or in any of
               such events Landlord may, within ninety (90) days after such fire
               or other cause, give Tenant a notice in writing of such decision,
               which notice shall be given as in Article 35 hereof provided, 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.

EMINENT DOMAIN 14. If the whole or any part of demised premises shall be taken
               or condemned by any competent authority 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 when the possession
               of the part so taken shall be required for such use or purpose,
               and without apportionment of the award. The current rental,
               however, shall in any such case be apportioned. The Tenant shall
               not be entitled to any part of the award as damages or otherwise
               for such condemnation and the Landlord is to receive the full
               amount of such award, the Tenant hereby expressly waiving any
               right or claim to any part thereof.

ELEVATORS,
HEAT, CLEANING 15. As long as Tenant is not in default under any of the
               covenants of this Lease, Landlord shall, if and insofar as the
               existing facilities provide: (a) at Landlord's expense run
               elevators on business days from 8 A.M. to 6 P.M. and in addition
               on Saturdays from 8 A.M. to 1 P.M. and also provide one elevator
               which will be subject to call during all other hours on business
               days, Saturdays, Sundays and holidays; (b) at Landlord's expense
               furnish on business days from 8 A.M. to 6 P.M. and on Saturdays
               from 8 A.M. to 1 P.M. heat to warm the demised premises when and
               as required by law; (c) at Landlord's expense cause to be kept
               clean the halls, corridors and public portions of the building,
               which are used in common by all tenants. Tenant shall, at
<PAGE>

               Tenant's expense, keep the demised premises clean and in order,
               to the satisfaction of Landlord, and remove its own rubbish.
               Landlord has the sole right to designate and appoint the person
               or concern to be employed, at Tenant's expense, for the removal
               of Tenant's refuse and rubbish from the building. Landlord
               reserves the right to stop service of the heat, elevator, air
               conditioning, cooling, plumbing and electric systems, when
               necessary, by reason of accident, or of repairs, alterations or
               improvements, in the judgment of Landlord desirable or necessary
               to be made, until said repairs, alterations or improvements shall
               have been completed, and shall further have no responsibility or
               liability for failure to supply heat, elevator, plumbing, air
               conditioning, cooling and electric service, when prevented from
               so doing by strikes or accidents or by any cause beyond
               Landlord's reasonable control, or by orders or regulations of any
               federal, state, county or municipal authority, or failure of
               coal, oil or other suitable fuel. It is expressly understood and
               agreed that any covenants on Landlord's part to furnish any
               service pursuant to any of the terms or provisions of this lease,
               or to perform any act or thing for the benefit of Tenant shall
               not be deemed breached if Landlord is unable to perform the same
               by virtue of a strike or labor trouble or any other cause
               whatsoever beyond Landlord's control, and Tenant agrees that
               there shall be no abatement of rent in the event that any of said
               systems or service should fail to function for the reasons above
               set forth.

WATER          16. The Landlord shall have the right to install a separate water
               meter for the demised premises. If a separate water meter be
               installed for the demised premises, or any part thereof, the
               Tenant shall keep the same in repair, and pay the charges made by
               the municipality for or in respect to the consumption of water,
               as and when bills therefor are rendered. If the demised premises
               or any part thereof, be supplied with water through a meter which
               supplies other parts of the building, the Tenant shall pay to the
               Landlord, as and when bills are rendered therefor, the Tenant's
               proportionate part of all charges which the municipality shall
               make for all water consumed through said meter, as indicated by
               said meter together with the sewer rental based on said meter
               charges. Such proportionate part shall be fixed by apportioning
               the respective charge according to floor area against all of the
               floor area in the building to which water charges through any
               such meter is furnished (exclusive of the basement) which shall
               have been occupied during the period of respective charges,
               taking into account the period that each part of such area was
               occupied. A water bill submitted by any public authority shall be
               conclusive evidence of the amount due and the basis of
               calculation of the amount to be paid by the Tenant under the
               provisions of this paragraph. If any bill for water supply is not
               paid by the Tenant when due, the Landlord may discontinue the
               water supply upon twelve (12) hours written notice to the Tenant.
               All bills for water shall be deemed conclusive as to amount
               within ten (10) days after such bills are rendered.
<PAGE>

ELECTRICITY    17. Lessee agrees that Lessor may furnish to Lessee on a
               "submetering" basis or on a "rent inclusion" basis.

               (a) Submetering: If and so long as Lessor provides electricity to
               the demised premises on a submetering basis, Lessee covenants and
               agrees to purchase the same from Lessor or Lessor's designated
               agent at charges, terms and rates set, from time to time, during
               the term of this lease by Lessor but not more than those
               specified in the service classification in effect on January 1,
               1970 pursuant to which Lessor 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 be increased in the same percentage as any percentage
               increase in the billing to Lessor for electricity for the entire
               building, by reason of increase in Lessor's electric rates or
               service classifications, subsequent to January 1, 1970, and so as
               to reflect any increase in Lessor's electric charges, fuel
               adjustment, or by taxes or charges of any kind imposed on
               Lessor's electricity purchases, or for any other such reason,
               subsequent to said date. Any such percentage increase in Lessor's
               billing for electricity due to changes in rates or service
               classifications 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 classification change, or any changed
               methods of or rules on billing for same, on a consistent basis to
               the new rate and/or service classification and to the service
               classification in effect on January 1, 1970. If the average
               consumption of electricity for the entire building for said prior
               twelve (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; and that same consumption, so projected,
               shall be applied to the service classification in effect on
               January 1, 1970. Where more than one meter measures the service
               of Lessee in the building, the service rendered through each
               meter may be computed and billed separately in accordance with
               the rates herein. Bills therefor shall be rendered at such times
               as Lessor 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, Lessor may, without further notice,
               discontinue the service of electric current to the demised
               premises without releasing Lessee from any liability under this
               lease and without Lessor or Lessor's agent incurring any
               liability for any damage or loss sustained by Lessee by such
               discontinuance of service. If any tax is imposed upon Lessor's
               receipt from the sale or resale of electrical energy or gas or
               telephone service to Lessee by any Federal, State or Municipal
               Authority, Lessee covenants and agrees that where permitted by
               law, Lessee's pro-rata share of such taxes shall be passed on to,
               and included in the bill of, and paid by, Lessee to Lessor.
<PAGE>

               (b) Rent Inclusion: If and so long as Lessor provides electricity
               to the demised premises on a rent inclusion basis, Lessee agrees
               that the fixed annual rent shall be increased by the amount of
               the Electricity Rent Inclusion Factor ("ERIF"), as hereinafter
               defined, Lessee acknowledges and agrees (i) that the fixed annual
               rent hereinabove set forth in this lease does not yet, but is to
               include an ERIF or $2.95 per rentable square foot to compensate
               Lessor for electrical wiring and other installations necessary
               for, and for its obtaining and making available to Lessee 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 Lessee's connected electrical load, 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
               Lessor 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 any connected load and/or any
               energy usage by Lessee 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 12,878 square feet.

               If the cost to Lessor of electricity shall have been, or shall
               be, increased or decreased subsequent to May 1, 1993 (whether
               such change occurs prior to or during the term of this lease), by
               change in Lessor's electric rates or service classifications, or
               by any increase, subsequent to the last such electric rate or
               service classification change, in fuel adjustments or charges of
               any kind, or by taxes, imposed on Lessor's electricity purchases,
               or for any other such reason, then the ERIF, which is a portion
               of the fixed annual rent, shall be changed in the same percentage
               as any such changes in cost due to changes in electric rates or
               service classifications, and, also, Lessee'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 taxes. Any such percentage change in Lessor's cost due to
               changes in electric rates or service classifications 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
               classification change, or any changed methods of or rules on
               billing for same, on a consistent basis to the new rate and/or
               service classification change, and to the immediately prior
               existing rate and/or service classifications. If the average
               consumption of electricity 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 which existed immediately prior to the
               change.
<PAGE>

               The parties agree that a reputable, independent consultant,
               selected by Lessor ("Lessor's electrical consultant"), shall
               determine the percentage change for the changes in the ERIF due
               to Lessor's changed costs, and that Lessor's electrical
               consultant may from time to time make surveys in the demised
               premises of the electrical equipment and fixtures and the use of
               current, (i) If any such survey shall reflect a connected 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 is
               hereinafter called "excess electricity") then the connected load
               and/or the hours of use portion(s) of the then existing ERIF
               shall each 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 load and/or the energy
               usage which was the basis for the computation of the then
               existing ERIF. Such fractions shall be determined by Lessor'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 the
               fixed annual rent (computed and fixed as hereinabove described)
               an additional amount equal to what would be paid according to the
               rate schedule currently in effect for the building during peak
               hours of the business day under the SC-4 Rate I Service
               Classification in effect on May 1, 1993 (and not the time-of-day
               rate schedule) for such load and usage of electricity, with the
               connected 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 Lessor, as hereinabove provided,
               from May 1, 1993 through the date of billing).

               In no event, whether because of surveys or for any other reason,
               is the originally specified $2.95 per rentable square foot ERIF
               portion of the fixed annual rent (plus any net income thereof,
               but not decrease, by virtue of all electric rate or service
               classification changes subsequent to May 1, 1993) to be reduced.

               (c) General Conditions: The determinations by Lessor's electrical
               consultant shall be binding and conclusive on Lessor and on
               Lessee from and after the delivery of copies of such
               determinations to Lessor and Lessee, unless, within fifteen (15)
               days after delivery thereof, Lessee disputes such determination.
               If Lessee 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, Lessee's consultant and Lessor's
               consultant then shall seek to agree. If they cannot agree within
               thirty (30) 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 within (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, Lessee shall pay to Lessor the amount of
               additional rent or ERIF in accordance with the determinations of
               Lessor's electrical consultant. If the controlling determinations
               differ from Lessor's electrical consultant, then the parties
               shall promptly make adjustment for any deficiency owed by Lessor
               or overage paid by Lessee.
<PAGE>

               Lessor shall not be liable to Lessee for any loss or damage or
               expense which Lessee may sustain or incur if either the quantity
               or character of electric service is changed or is no longer
               available or suitable for Lessee's requirements. Lessee covenants
               and agrees that at all times its use of electric current shall
               never exceed the capacity of existing feeders to the building or
               the risers or wiring installation Lessor shall assure Lessee that
               sufficient quantity exists for Lessee's needs as of this date;
               such minimum quantity shall remain available for lease term.
               Lessee 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 Lessor's prior written
               consent, which consent shall not be unreasonably withheld. Any
               riser or risers to supply Lessee's electrical requirements, upon
               written request of Lessee, will be installed by Lessor, at the
               sole cost and expense of Lessee, if, in Lessor's sole judgment,
               the same are necessary and will not 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 or occupants. In addition to the
               installation of such riser or risers, Lessor will also at the
               sole cost and expense of Lessee, 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 virtue of time-of-day rates or other
               methods of billing, and that the references in the foregoing two
               paragraphs to changes in methods of or rules on billing are
               intended to include any such changes. Supplementing Article 42
               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 Lessor's
               option, in lieu of submetering additional rent or ERIF, and in
               consideration of Lessee's use of the building's electrical
               distribution system and receipt of redistributed electricity and
               payment by Lessor of consultants' 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 $2.95 per year per rentalable sq. ft. of the
               demised premises, changed in the same percentage as any changes
               in the cost of Lessor for electricity for the entire building
               subsequent to May 1, 1993, because of electric rate or service
               classification changes, as in Subdivision (b) hereof provided,
               and such percentage change to be computed as in Subdivision (b)
               provided. The Lessor reserves the right, at any time upon thirty
               (30) days' written notice to change its furnishing of electricity
               to Lessee from a rent inclusion basis to a submetering basis, or
               vise versa provided that at the same time the change is made to a
               majority of the existing Tenants. The Lessor 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 Lessee in no event shall service be
               terminated prior to provision of similar service by the public
               utility, in which event the Lessee may make application directly
               to the public utility for the Lessee's entire separate supply of
               electric current and Lessor shall permit its wires and conduits,
               to the extent available and safely capable, to be used for such
<PAGE>

               purpose. Any meters, risers or other equipment or connections
               necessary to furnish electricity on a submetering basis or to
               enable Lessee to obtain electric current directly from such
               utility shall be installed at Lessee's sole cost and expense.
               Only rigid conduit or electricity metal tubing (EMT) will be
               allowed. The Lessor, upon the expiration of the aforesaid thirty
               (30) days' written notice to the Lessee may discontinue
               furnishing the electric current but this lease shall otherwise
               remain in full force and effect. If Lessee was provided
               electricity on a rent inclusion basis when it was so
               discontinued, then commencing when Lessee receives such direct
               service and as long as Lessee shall continue to receive such
               service, the fixed annual rental rate 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.


AIR            18. (a) The Landlord has installed within the building of which
CONDITIONING   the demised premises are a part, machinery, appliances, equipment
COOLING        and appurtenances for the operation and maintenance of a modern  
               peripheral air-conditioning system which when supplemented with  
               the ducts and booster units required to be installed by the      
               tenant for the interior spaces as set forth in paragraph "b"     
               hereof, will, during the summer time, when the outside           
               temperatures is 95 degrees, maintain inside the building a       
               temperature of approximately 10 degrees less and a               
               proportionately less difference of temperature between the inside
               and outside, as the outside temperature falls to 73 degrees      
               Fahrenheit. It will also maintain an inside temperature of       
               approximately 70 degrees Fahrenheit in the winter time when the  
               outside temperature is zero degrees Fahrenheit.                  
                                                                                
               (b) The Landlord has provided main cooling system units at the
               windows which service the peripheral area. The Landlord will also
               install two main ducts on all floors of the building and the
               Tenant agrees at his or its own sole costs and expense to install
               and connect his or its own necessary ducts and booster units to
               air condition the interior portion of the demised premises
               hereunder. The Tenant shall not, however, make such
               installation(s) and connection(s) unless it first submits plans
               and specifications therefor to the Landlord and the Landlord or
               its engineers have approved in advance such plans and
               specifications in writing.

               It is expressly agreed by the Tenant that in order for the system
               to function properly, the Tenant is obliged to, and the Tenant
               agrees to, keep all windows in the premises closed.

               Subject always to events and causes, physical, mechanical and
               otherwise, beyond the reasonable control of the Landlord, for the
               failure of which the Landlord shall not be liable in any event
               whatever, the Landlord will service and maintain said
               air-conditioning system in such manner as to provide
               air-conditioning for the premises on business days generally
               during the hours of 8 A.M. to 6 P.M. during the summer.

               Any damage caused to said appliances, equipment or appurtenances
               shall be repaired by the Landlord at the cost and expense of the
               Tenant. Any such expense shall constitute additional rent.
<PAGE>

ACCESS TO
PREMISES       19. (a) Tenant shall permit Landlord to erect, use and maintain,
               pipes and conduits PREMISES in and through the demised premises
               provided that Tenant's space is not materially diminished.
               Landlord's agents shall have the right to enter the demised
               premises at all times with reasonable notice to Tenant except in
               case of emergency to examine the same, 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 either to the
               building or to the demised premises and Landlord shall be allowed
               to take all material into and upon said premises that may be
               required therefore 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
               the business of Tenant because of the prosecution of any such
               work, or otherwise.

               (b) The Tenant shall give prompt notice to the Landlord of any
               fire, accident to, or defective condition in any part of the
               demised premises, including but not limited to the sanitary,
               electrical, heating, air conditioning, cooling and other systems
               located in, or passing through the premises, and the damage or
               defective condition shall be remedied by the Landlord with due
               diligence, but if said damage or defective condition was caused
               by the Tenant or by the employees, licensees or invitees of the
               Tenant or if the system was installed for the particular use of
               the Tenant and the damage or defective condition was not caused
               by the negligence of the Landlord, the cost of the remedy thereof
               shall be paid by the Tenant.

               (c) During the six months prior to the expiration of the term of
               this lease, Landlord may exhibit the premises to prospective
               tenants at all reasonable hours.

               (d) If, during the last month of the Term, Tenant shall have
               removed all or substantially all of Tenant's property from the
               premises, Landlord may immediately enter and alter, renovate and
               decorate the premises, or any part thereof, without affecting
               this lease, and without liability to Tenant for an abatement of
               rent or other compensation.

               (e) Landlord may permit access to the premises, without incurring
               liability to the Tenant, and whether or not the Tenant shall be
               present, upon demand of any receiver, trustee, assignee for the
               benefit of creditors, sheriff, marshal, court officer or
               government official entitled to, or reasonably purporting to be
               entitled to such access for the purpose of taking possession of
               or removing Tenant's property or for any other lawful purpose.
               This provision and any action by the Landlord hereunder shall not
               be deemed a recognition by Landlord that the person or official
               making such demand has any right or interest in or to this lease
               or in or to the premises.
<PAGE>

               (f) Landlord shall have the right 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, after reasonable notice, to change the
               name, number or designation by which the building is commonly
               known. 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, unless herein otherwise
               provided.

               (g) In the event of a refusal by the Tenant to permit an entry
               upon the premises as in this Article provided, the Landlord and
               the Landlord's agents may forcibly enter the same nevertheless
               without incurring any liability by reason thereof.

               20. The Tenant shall repair, at its own expense, all damage or
               destruction of any plate glass in the demised premises, and shall
               maintain adequate plate glass insurance at its own expense for
               the benefit of the Landlord. If the Tenant fails to repair the
               damage of any plate glass on the demised premises, or fails or
               refuses to maintain adequate plate glass insurance for the
               benefit of the Landlord, then the Landlord may repairs in damage
               or destruction or may insure the plate glass and charge the cost
               of such repairing or the cost of premium for the plate glass
               insurance to the Tenant, and the amount thereof shall be deemed
               to be, and be paid, as additional rent.

               21. No vaults, vault space or space not within the property line
               of the building is leased hereunder, anything contained in or
               indicated on any sketch, blueprint or plan, or anything contained
               elsewhere in this lease to the contrary notwithstanding. Landlord
               makes no representations as to the location of the property line
               of the building. All vaults and vault space and all space not
               within property line of the building, which Tenant may be
               permitted to use and/or occupy, is to be used and, or occupied
               under a revocable license, and if any such license be revoked, or
               if the amount of such space be curtailed by any federal, state or
               municipal authority, Landlord shall not be subject to any
               liability nor shall Tenant be entitled to any compensation or
               diminution or abatement of rent, nor shall such revocation or
               curtainment be deemed a constructive or actual, total or partial
               eviction. Tenant shall pay any fees, taxes, or charges of any
               governmental authority for such vault space used by tenant.

CERTIFICATE OF
OCCUPANCY      22. Tenant will not at any time use or occupy the premises in
               violation of the certificate of occupancy issued for the
               building, and in the event that any department of the City or
               State of New York shall hereafter at any time contend that the
               premises are used for a purpose which is a violation of such
               certificate of occupancy, in that event Tenant shall, upon 5
               days' written notice from Landlord, immediately discontinue such
               use of said 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 pursuant to the
               provisions of Article 25 hereof. The statement in this Lease of
               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 is
               lawful or permissible under the certificate of occupancy issued
               for the building, or otherwise permitted by law.
<PAGE>

SPRINKLERS     23. If there now is or shall be installed in the building a
               "sprinkler system", and such system or any of its appliances
               shall be damaged 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 at Tenant's own
               expense restore the same to good working condition. If the New
               York Board of Fire Underwriters, the New York Fire Insurance
               Exchange or any bureau, department or official of the state or
               city government, require, or recommend the installation of a
               sprinkler system or equipment, or 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, became 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 Exchange, or
               by any Fire Insurance Company, Tenant shall, at Tenant's expense,
               promptly make and supply such installation or changes,
               modifications, alterations, additional sprinkler heads or other
               equipment.

BANKRUPTCY     24. 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. Section 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 in 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
               thirty (30) days thereof Tenant fails to secure a discharge
               thereof, or if Tenant make an assignment for the benefit of
               creditors, or petition for or enters 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 hereof and 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 upon the execution hereof.

               (b) If at 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 thirty (30)
               days thereof Tenant fails to secure a discharge thereof, or if
               Tenant makes an assignment for the benefit of creditors or
               petition for or enters 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
<PAGE>

               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 payable 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 prima facie 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.

DEFAULT        25. (1)(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 of the demised
               premises become vacant or deserted, then, in any one or more of
               such events, upon Landlord serving a written five (5) days'
               notice upon Tenant specifying the nature of said default and upon
               the expiration of said five (5) 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 five (5) day
               period, and if Tenant shall not have diligently commenced curing
               such default within such five (5) day period, and shall not
               thereafter with reasonable diligence and in good faith proceed to
               remedy or 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 quit and
               surrender the demised premises to Landlord, but Tenant shall
               remain liable as hereinafter provided.
<PAGE>

               (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 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, reenter the
               demised premises either by force or otherwise, and dispossess
               Tenant, the legal representative of Tenant or other occupant of
               demised premises, by summary proceedings or otherwise, 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.

REMEDIES OF
LANDLORD (2)   In case of any such default, entry, expiration and, or
               dispossess by summary proceedings or otherwise (a) the rent shall
               become due thereupon and be paid up to the time of such re-entry,
               dispossess and/or expiration, together with such expenses as
               Landlord may incur for legal expenses, attorneys' fees,
               brokerage, and or putting the 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 the
               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 (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, and deficiency
               between the rent hereby reserved and, or covenanted to be paid
               and the net amount, if any, or the rents collected on account of
<PAGE>

               the lease or leases of the premises for each month of the period
               which would otherwise have constituted the balance of the term of
               this lease. In computing such liquidated damages there shall be
               added to the said deficiency such expenses as Landlord may incur
               in connection with re-letting, such as legal expenses,
               attorneys' fees, brokerage and for keeping the premises in good
               order or for preparing the same for re-letting. Any such
               liquidated damages shall be paid 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 and/or
               decorations in the premises as Landlord in Landlord's sole
               judgment considers advisable and necessary for the purpose of re-
               letting the 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
               premises, or in the event that the 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
               in equity as if-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.

WAIVER OF
REDEMPTION (3) Tenant for the Tenant and on behalf of any and all persons
               claiming through or under the Tenant, including creditors of all
               kinds, hereby expressly waives any and all rights of redemption
               granted by or under any present of future laws in the event of
               Tenant being evicted or dispossessed for any cause, or in the
               event of Landlord obtaining possession of demised premises, by
               reason of the violation by Tenant of any of the covenants and
               conditions of this lease, or otherwise.

FEES AND
EXPENSES       26. If Tenant shall default in the performance of any covenant on
               Tenant's part to be performed as in this lease contained,
               Landlord may immediately, or at any time thereafter, without
               notice, perform the same for the account of Tenant. If Landlord
               at any time is compelled to pay or elects to pay any sum of
               money, or do any act which will require the payment of any sum of
               money, by reason of the failure of Tenant to comply with any
               provision hereof, or, if Landlord is compelled to or does incur
               any expense including reasonable attorneys' fees, instituting,
               prosecuting and/or defending any action or proceeding instituted
               by reason of any default of Tenant hereunder, the sum or sums so
               paid by Landlord with all interest, costs and damages, shall be
               deemed to be additional rent hereunder and shall be due from
               Tenant to Landlord on the first day of the month following the
               incurring of such respective expenses, or at the Landlord's
               option on the first day of any subsequent month.
<PAGE>

REPRESENTATIONS
BY LANDLORD    27. Landlord or Landlord's agents have made no representations or
               promises the respect to the said building or demised premises
               except as herein expressly set forth. The taking possession of
               the premises by Tenant shall be conclusive evidence, as against
               Tenant, that the demised premises and the building were in good
               and satisfactory condition at the time such possession was taken.

END OF TERM    28. Upon the expiration or other termination of the term hereof,
               Tenant shall quit and surrender to Landlord the premises, broom
               clean, in good order and condition, ordinary wear and tear
               excepted, Tenant shall remove all property of Tenant as directed
               by Landlord. If the last day of the term of this lease or any
               renewal thereof falls on Sunday or a legal holiday, this lease
               shall expire at 12 noon on the business day immediately
               preceding. Tenant's obligation to observe or perform this
               covenant shall survive the expiration of other termination of the
               term of this lease. Any personal property of the Tenant or of any
               subtenant or occupant which shall remain in the building after
               the expiration or termination of the term and the removal of
               Tenant from the premises shall be deemed to have been abandoned
               by the Tenant and either may be retained by the Landlord as its
               property or any part thereof shall be sold, the Landlord any
               receive and retain the proceeds of such sale and apply the same,
               at its option, against the expenses of the sale, the cost of
               moving and storage, any arrears of rent or additional rent
               payable hereunder and any damages to which the Landlord may be
               entitled under Article 25 hereof or pursuant to law.

QUIET 
ENJOYMENT      29. Landlord covenants and agrees with Tenant that upon Tenant
               paying said rent, and performing at covenants and conditions
               aforesaid, on Tenant's part to be observed and performed. Tenant
               shall and may peaceably and quietly have, hold and enjoy the
               demised premises, for the term aforesaid, subject, however, to
               the terms of the lease, ground and underlying leases, if any, and
               mortgage hereinbefore mentioned.

FAILURE TO GIVE 
POSSESSION     30. If Landlord shall be unable to give possession of the
               premises on the commencement date of the term because of the
               retention of possession by any occupant thereof, alteration or
               construction work, or for any other reason, Landlord shall not be
               subject to any liability for such failure. In such event, this
               lease shall stay in full force and effect, without extension of
               its term. However, the rent hereunder shall not commence until
               the premises are available for occupancy by Tenant. If Landlord
               is unable to give possession of the premises on the commencement
               date of the term because changes, repairs, or decorations being
               made for Tenant's use have not been completed, or because of the
               holding over by a prior occupant thereof, there shall be no
               abatement of rent and the rent shall commence on the date
               specified in this lease. If permission is given to Tenant to
               occupy the demised premises or other premises prior to the date
               specified as the commencement of the term, such occupancy shall
               be deemed to be pursuant to the terms of this lease, except that
               the parties shall separately agree as to the obligation of Tenant
               to pay rent for such occupancy. The provisions of this article
               are intended to constitute an "express provision to the contrary"
               within the meaning of Section 223(a), the New York Real Property
               Law.
<PAGE>

               31. No act or omission of Landlord or its agents shall constitute
               an actual or constructive eviction, unless Landlord shall have
               first received written notice of Tenant's claim and shall have
               had a reasonable opportunity to meet such claim. In the event
               that any payment herein provided for by Tenant to Landlord shall
               become overdue for a period in excess of ten (10) days, then at
               Landlord's option a "late charge" for such period and for each
               additional period of twenty (2) days or any part thereof shall
               become immediately due and owing to Landlord, as additional rent
               by reason of the failure of Tenant to make prompt payment, at the
               following rates: for individual and partnership Tenants, said
               late charge shall be computed at two percent per month unless
               there is an applicable maximum legal rate of interest which then
               shall be used. No act or omission of Landlord or its agents shall
               constitute an acceptance of a surrender of the premises, except a
               writing signed by Landlord. The delivery of keys to Landlord or
               its agents shall not constitute a termination of this lease or a
               surrender of the premises. Acceptance by Landlord of less than
               the rent herein provided shall at Landlord's option be deemed on
               account of earliest rent remaining unpaid. No endorsement on any
               check, or letter accompanying rent, shall be deemed an accord and
               satisfaction, and such check may be cashed without prejudice to
               Landlord. This lease contains the entire agreement between the
               parties, and no modification thereof shall be binding unless in
               writing and signed by the party concerned. Failure of Landlord to
               enforce any provision of this lease, or any rule or regulation,
               shall not be construed as the waiver of any subsequent violation
               of a provision of this lease, or any rule or regulation. This
               lease shall not be affected by nor shall Landlord in any way be
               liable for the closing, darkening or bricking up of windows in
               the premises, as a result of construction on any property of
               which the premises are not a part, or by Landlord's own acts.


COST OF LIVING
ADJUSTMENT     32. 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.

               (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.
<PAGE>

               (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 the
               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 reduces an increase over the
               Price Index for the Base Year, then the fixed annual recent
               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 installment, 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 of $10,000, that the Price
               Index for the Base Year was 1020 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 increase by $294.10 effective as of July 1st of
               said calendar year.

               In the event that the Price Index ceases to use 1967-100 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 non-partisan
               publication evaluating the information theretofore used in
               determining the Price Index shall be used.

               No adjustments or recommendation, retroactive or otherwise, shall
               be made due to any revision which may later be made in the first
               published figure of the Price Index for any month.

<PAGE>

               (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, in 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.

TAX
ESCALATION     33. Lessee shall pay to Lessor, as additional rent, tax
               escalation in accordance with this Article:

               (a) 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, 1995 and ending
               June 30, 1996.

               (ii) The term "The Percentage", for purposes of computing tax
               escalation, shall mean two percent plus 13/100 of one percent
               (2.13%). The Percentage has been computed on the basis of a
               fraction, the numerator or which is the rentable square foot area
               of the presently demised premises and the denominator of which is
               the total rentable square area of the office and commercial space
               in the building project. The parties acknowledge and agree that
               the rentable square foot area of the demised premises shall be
               deemed to be 12,878 sq. ft. and that the total rentable square
               foot area of the office and commercial space in the building
               project shall be deemed to be 603,473 sq. ft.

               (iii) The term "the building project" shall mean the aggregate
               combined parcel of land on a portion of which are the improvement
               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.

               (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 such other period of twelve (12) months
               occurring during the term of this lease as hereunder may be duly
               adopted as the fiscal year for real estate tax purposes by the
               City of New York).
<PAGE>

               (v) The term "real estate taxes" shall mean the total of all
               taxes and special or other determination of legal proceedings,
               settlement or otherwise, Lessor shall within ten (10) days after
               receiving the refund pay to Lessee The Percentage of the refund
               less The Percentage of expenses (including attorneys' and
               appraisers' fees) incurred by Lessor in connection with any such
               application or proceeding. If, prior to the payment of taxes for
               any comparative year, Lessor 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 Lessor'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
               Lessor as provided above shall be certified by Lessor and shall
               constitute a final determination as between Lessor and Lessee of
               the real estate taxes for the periods represented thereby, unless
               Lessee within thirty (30) days after they are furnished shall
               give a written notice to Lessor that it disputes their accuracy
               or their appropriateness, which notice shall specify the
               particular respects in which the statement is inaccurate or
               inappropriate. If Lessee shall so dispute said statement then
               pending the resolution of such dispute, Lessee shall pay the
               additional rent to Lessor in accordance with the statement
               furnished by Lessor.

               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 the 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 Lessee'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 Lessee to Lessor, 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. Lessor
               shall promptly cause statements of said additional rent for that
               comparative year to be prepared and furnished to Lessee. Lessor
               and Lessee shall thereupon make appropriate adjustments of
               amounts then owing.

               7. Lessor's and Lessee's obligations to make the adjustments
               referred to in subdivision (6) above shall survive any expiration
               or termination of this Lease.
<PAGE>

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

WAIVER OF TRIAL BY
JURY, ETC      34. It is mutually agreed by and between Landlord and Tenant that
               the respective parties hereto shall and they hereby do waive
               trail by jury in any action, proceeding or counter claim 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, of any extension or renewal thereof, or the Tenant's use
               or occupancy of said premises. It is further mutually agreed that
               in the event Landlord commences any summary proceeding for
               possession of the premises. Tenant will not interpose any
               counterclaim of whatever nature or description in any such
               proceeding.

NOTICES,       35. Except as otherwise in this lease provided, any notice, bill
BILLS, AND     or statement by either party to the other may be given or sent
STATEMENTS     and shall be deemed to have been duly given or sent if either
               delivered personally or mailed, by registered or certified mail,
               in a postpaid envelope, addressed to the landlord c/o
               Helmsley-Spear, Inc., Agents, 60 East 42nd Street, New York, N.Y.
               10017 and to the Tenant at the premises (or at the Tenant's
               present address as above set forth, if mailed prior to the
               Tenant's occupancy of the Premises), or if any address for
               notices shall have been duly changed as hereinafter provided, if
               mailed to the party at such changed address. Either party may at
               any time change the address for notices, bills or statements by
               delivering or mailing, as aforesaid, a notice stating the change
               and setting forth the changed address.

               Should the term "Tenant", as used in this Lease, refer to more
               than one person, any notice, bill or statement given or sent as
               aforesaid to any one of such persons shall be deemed to have been
               duly given or sent to the Tenant.

SECURITY       36. Tenant has deposited with Landlord the sum of None as
               security for the faithful performance and observance by Tenant of
               the terms, provisions and conditions of this lease: it is agreed
               that in the 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 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 during the term of this lease. 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 a conveyance of the land
<PAGE>

               and building of which the demised premises form a part or
               assignment or leasing of Landlord's interest therein, Landlord
               shall have the right to transfer the security to the vendee,
               assignee or lessee 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,
               encumbrances, attempted assignment or attempted encumbrance.


MARGINAL NOTES 37. The marginal notes are inserted only as a matter of
               convenience and for reference and in no way define, limit or
               describe the scope or intent of this lease nor in any way affect
               this lease.

DEFINITIONS    38. 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 or sublease of the
               entire building), so that in the event of any sale or sales of
               said land and building or of said lease, or in the event of a
               lease of said building, or other disposition of said land and
               building or said leasehold, the said Landlord shall be and hereby
               is entirely freed and relieved of all covenants and obligations
               of Landlord hereunder, and it shall be deemed and construed
               without further agreement between the parties or their successors
               in interest, or between the parties and the purchaser, at any
               such sale, or the said lessee of the building, that the purchaser
               or the lessee of the building has assumed and agreed to carry out
               any and all covenants and obligations of Landlord hereunder. The
               term "business days" shall be construed to mean Monday to Friday
               inclusive, excluding holidays. The words "re-enter" and
               "re-entry" as used in this lease are not restricted to their
               technical legal meaning The use herein of the neuter pronoun in
               reference to Landlord or Tenant shall be deemed to include any
               individual landlord or tenant.

               Gross footage shall include all the aliquot space taken up for
               stairways, stair wells, lobbies, elevator shafts, lavatories,
               wash rooms, utilities, etc., and air-conditioning equipment in
               the building whether or not located in the demised premises.

RIGHTS OF SUCCESSORS
AND ASSIGNS    39. 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. If any provision of any Article of
               this lease or the application thereof to any person or
               circumstances shall, to any extent, be invalid or unenforceable,
               the remainder of that 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 said Article and this lease shall
               be valid and be enforced to the fullest extent permitted by law.
<PAGE>

               40. Tenant covenants and agrees that, if by reason of a default
               upon the part of the Landlord as lessee under any underlying
               lease in the performance of any of the terms or provisions of
               such underlying lease, such underlying lease and the leasehold
               estate of Landlord as lessee thereunder is terminated by summary
               proceedings or otherwise in accordance with the terms of such
               underlying lease or if such underlying lease and such leasehold
               estate is terminated through foreclosure proceedings brought by
               the holder of any mortgage to which such underlying lease is
               subject or subordinate. Tenant will attorn to the lessor under
               such underlying lease or the purchaser in foreclosure
               proceedings, as the case may be, and will recognize such lessor
               or such purchaser, as the case may be, as Tenant's Landlord under
               this lease, unless the lessor under such underlying lease or the
               holder of any such mortgage in any such proceedings shall elect
               in connection therewith to terminate this lease and the right of
               Tenant to the possession of the premises demised hereby. Tenant
               agrees to execute and deliver, at any time and from time to time,
               upon the request of Landlord or of the lessor under any such
               underlying lease, any instrument which may be necessary or
               appropriate to evidence such attornement, and Tenant hereby
               appoints Landlord the attorney-in-fact, irrevocable, of Tenant to
               execute and deliver for and on behalf of Tenant any such
               instrument. Tenant further waives the provisions of any statute
               or rule of law now or hereafter in effect which may give or
               purport to give Tenant any right of election to terminate this
               lease or to surrender possession of the premises demised hereby
               in the event any such proceedings are brought by the lessor under
               any such underlying lease or the holder of such mortgage, and
               agrees that unless and until any such lessor or the holder of any
               such mortgage, in connection with any such proceedings, shall
               elect to terminate this lease, and to extinguish the leasehold
               estate of Tenant hereunder, by naming Tenant as a party and by
               entering judgment in any such proceedings barring or foreclosing
               Tenant from any rights in the demised premises, this lease shall
               not be affected in any way whatsoever by any such proceedings.

OCCUPANCY AND
USE BY LESSEE  41. (a) Lessee acknowledges that its continued occupancy of the
               demised premises, and the regular conduct of its business
               therein, are of utmost importance to the Lessor 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. Lessee 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. Lessee acknowledges that Lessor is executing this
               lease in reliance upon these covenants, and that these covenants
               are a material element of consideration inducing the Lessor to
               execute this lease. Lessee 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 Lessor, 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 Lessor.
<PAGE>

               (b) The parties recognize and agree that the damage to Lessor
               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 Lessor's other rights and
               remedies, at law or in equity or otherwise. Lessor shall have the
               right of injunction to preserve Lessee's occupancy and use. The
               words "become vacant or deserted" as used elsewhere in this lease
               shall include Lessee's failure to occupy or use as by this
               Article required.

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

RENT CONTROL   42. In the event the rent or any part thereof provided to be paid
               by Tenant under the provisions of this lease during the demised
               term shall become uncollectable by virtue of any Federal, State,
               County, or City law, ordinance or regulation or by any direction
               of a public officer or body pursuant to law. Landlord, at its
               option, may at any time thereafter terminate this lease, by not
               less than thirty (30) days' written notice to Tenant, 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 where the date originally fixed
               herein for the termination of the demised term. Landlord shall
               not have the right so to terminate this lease if Tenant within
               such period of thirty (30) days shall in writing lawfully agree
               that the rental herein reserved is a reasonable rental and agreed
               to continue to pay such rental, and if such agreement by Tenant
               shall be legally enforceable by Landlord.

END OF TERM    43. Tenant shall surrender the demised premises to the Landlord
               at the expiration or sooner termination of this lease in good
               order and condition, except for reasonably wear and tear and
               damage by fire or other casualty, and tenant shall remove all of
               its property. Tenant agrees it shall indemnify and save Landlord
               harmless against costs, claims, loss or liability resulting from
               delay by Tenant in so surrendering the demised premises,
               including, without limitation, any claims made by any succeeding
               Tenant found on such delay . The parties recognize and agree that
<PAGE>

               the damage to Landlord resulting from any failure by Tenant
               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. Tenant therefore agrees that
               if possession of the demised premises is not surrendered to
               Landlord within one (1) day after the date of expiration or
               sooner termination of the term of this lease, then Tenant agrees
               to pay Landlord as liquidated damages for each month and for each
               portion of any month during which Tenant holds over the premises
               after expiration or termination of the term of this lease, a sum
               equal to three 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 or from any breach of this lease.

INDEMNITY      44. Tenant shall, throughout the term and thereafter, indemnify
               Landlord and save it harmless and free from damages, liabilities,
               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, or from any breach of this lease.

ADJACENT EXCAVATION
-SHORING       45. 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 the 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.

               46. This lease may not be modified or amended, nor any provision
               hereof waived, except by an agreement in writing signed by the
               parties hereto.

BROKERS        47. Tenant represents and warrants that it neither consulted nor
               negotiated with any broker or finder with regard to the demised
               premises or this lease other than . Tenant agrees to indemnify,
               defend and save Landlord harmless from and against any claims for
               with whom Tenant has dealt in connection with the demised
               premises or this lease.

               48. The premises are rented "as is."

<PAGE>

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


                WITNESS FOR LANDLORD:         112 WEST 34th STREET COMPANY,
                                              Landlord

                                              BY: Helmsley-Spear, Inc., Agents


                                              By:/s/ IRVING SCHNEIDER
          --------------------------          ---------------------------------
                                              Executive Vice President


               WITNESS FOR TENANT:            KLEINERT'S INC., OF NEW YORK


                                              By:/s/ JOSEPH J. CONNORS
          --------------------------          ---------------------------------


               Additional Clauses attached to and made part of the lease dated
               August 22, 1995 between 112 West 34th Street Company and
               Kleinert's Inc., of New York.

<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, September 19, 1995

                                              KLEINERT'S INC., OF NEW YORK, INC.

/s/ JACK H. SEGAL                            By: /s/   JOSEPH J.CONNORS
-------------------------------              --------------------------
           Witness    
                                             Joseph J. Connors
                                             --------------------------
                                             Executive  Vice  President
                                             -------------------------- 
                                                     Address
<PAGE>
                State of New York  )
                                   ) ss.:
                County of New York )

             On this 19th day of September, 1995, before me personally came
        Joseph J. Connors 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.

         /s/ Barbara A. Raskob
        -----------------------
           Notary Public

<PAGE>

             RULES AND REGULATIONS

             1. The sidewalks, entrances, passages, courts, elevators,
        vestibules, 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.

             2. The freight and note the passenger elevators shall be used by
        the working hands of the Tenant and by persons calling for and
        delivering goods to and from the demised premises.

             3. The Landlord may refuse admission to the building outside of
        ordinary business hours to any person not known to the watchman in
        charge or not having a pass issued by the Landlord or not property
        identified and may require all persons admitted to or leaving the
        building outside of ordinary business hours to register. Any person
        whose presence in the building at any time shall, in the Landlord's
        judgment, be prejudicial to the safety, character, reputation and
        interests of the building or of its tenants may be denied access to the
        building or may be ejected therefrom. The Landlord may require any
        person leaving the building with any package or other object to exhibit
        a pass from the tenant from those premises the package or object is
        being removed, but the establishment and enforcement of such
        requirements shall not impose any responsibility on the Landlord for the
        protection of any tenant against the removal of property from the
        premises of the tenant. Landlord shall, in no way, be liable to any
        tenant for damages or loss arising from the admission, exclusion or
        ejection of any person to or from the premises or the building under the
        provision of this Rule.

             4. No tenants shall obtain or accept for use in the premises ice,
        drinking water, towel, barbering, bootblacking, floor polish or other
        similar services from any persons not authorized by the Landlord in
        writing to furnish such services, provided always, that the charges for
        such services by persons authorized by the Landlord are not excessive.
        Such services shall be furnished only at hours and under regulations
        fixed by the Landlord.

             5. No awnings or other projections shall be attached to the outside
        walls of the building without the prior written consent of the 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 premises, without
        the Landlord's prior written consent.

             6. 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 or obstructed by any
        Tenant nor shall any bottles, parcels, or other articles be placed on
        the windowsills.

<PAGE>

             7. 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 substances shall be
        thrown therein. All damages resulting from any misuse of the fixtures
        shall be borne by the Tenant who, or whose servants, employees, agents,
        visitors or licensees, shall have caused the same.

             8. No Tenant shall mark, paint, drill into, or in any way deface
        any part of the demised premises or the building of which they from a
        part. No boring, cutting or suringing of wires shall be permitted,
        except with the prior written consent of the Landlord, and as the
        Landlord may direct. No Tenant shall lay linoleum, or other similar
        floor coverings, so that the same shall come in direct contact with the
        floor of the demised premises, and, if linoleum or other similar floor
        covering is desired to be used an interlining of builder's deadening
        felt shall be first affixed to the floor, by a paste or other material,
        soluble in water, the use of cement or other similar adhesive material
        being expressly prohibited.

             9. 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, unmusical
        noise, whistling, singing, or in any other way.

             10. 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 or
        substance, or cause or permit any unusual or objectionable odors to be
        produced upon or permeate from the demised premises.

             11. No Tenant shall place a load upon any floor of the building
        exceeding the floor load per square foot area which such floor was
        designed to carry, and all floor loads shall be evenly distributed. All
        removals, or the carrying in and out of any safes, freight, furniture or
        bulky matters of any description must take place during such hours and
        in a manner approved by the Landlord. The Landlord reserves the right to
        prescribe the weight and position of safes as well as the placing of
        large quantities of merchandise. The 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 provision of the lease of
        which these Rules and Regulations are a part or any of these Rules and
        Regulations.

             12. All machinery shall be placed by the Tenant in the demised
        premises in approved settings to absorb or prevent any vibration, noise
        or annoyance.

             13. The 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 as a building for lofts, and upon
        written notice from the Landlord, Tenants shall refrain from or
        discontinue such advertising.

             14. Any person employed by any Tenant to do janitor work, shall,
        while in said building and outside of said demised premises, be subject
        to, and under the control and direction of the Superintendent of said
        building (but not as agent or servant of said Superintendent or of the
        Landlord).

<PAGE>

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

             16. No water cooler, air conditioning unit or system or other
        apparatus shall be installed or used by any Tenant without the written
        consent of Landlord.

             17. There shall not be used in any space, or in the public halls of
        any building, either by any 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.

             18. The Landlord reserves the right to rescind, alter or waive any
        rule or regulation at any time prescribed for the Building when in its
        judgment, it deems it necessary, desirable or proper for its best
        interest and for the best interests of the tenants, and no alteration or
        waiver of any rule or regulation in favor of one Tenant shall operate as
        an alteration or waiver in favor of any other Tenant.

             19. 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.

             20. Whenever Tenant shall submit to Landlord any plan, agreement or
        other document for Landlord's consent or approval, Tenant agrees to pay
        Landlord as additional rent, on demand, a sum equal to the reasonable
        fees of any architect, engineer or attorney employed by Landlord to
        review said plan, agreement or document.

             ADDITIONAL PARAGRAPHS attached to and forming a part of lease
        dated August 22, 1995 between 112 WEST 34th STREET COMPANY and
        Kleinert's, Inc. of New York

             Supplementing the provisions of Article 3 and 41 hereof, Landlord,
        subject to the provision hereof, will not unreasonably withhold consent
        to an assignment of this lease or to subletting of all or part of the
        demised premises provided that Tenant will not move the conduct of its
        business to another building in New York City.

             A. Any such assignment or subletting shall be made solely upon the
        following terms and conditions:

             1.(a) No assignment and no subletting shall become effective unless
        and until Tenant shall have given Landlord at least 30 days' prior
        written notice of such proposed assignment or proposed bona fide
        subletting and requested Landlord's consent thereto. With the notice
        Tenant shall submit in writing to Landlord (i) the name and address of
        the proposed assignee or sublessee, (ii) Tenant will present list of all
        material terms and conditions of proposed sublease or assignment, (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 space, 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.
<PAGE>

             (b) The parties agree that if there is a proposed assignment or a
        proposed subletting of all of the demised premises, then Landlord shall
        thereupon have the option, exercisable by written notice within 20 days
        after receipt of the notice from Tenant, to terminate this lease
        effective as of the date of the proposed assignment or the commencement
        date of the term of such proposed subletting. If there is a proposed
        subletting of part but not all of the demised premises, then Landlord
        shall thereupon have the option, exercisable by written notice within 30
        days after the receipt of the notice from Tenant, to delete the space
        proposed to be subleased from the premises demised hereunder (with a
        prorated change in all payments due hereunder for the remainder of the
        term of this lease) effective as of the commencement date of the term of
        such proposed subletting. If Landlord shall so terminate this lease or
        delete portions of space therefrom, then Tenant shall vacate and
        surrender the demised premises, or the deleted space portion, to
        Landlord, on or before the date fixed in the Landlord's termination or
        space deletion notice. Tenant may sublease space to up to 4 separate
        entities.

             (c) In the event Landlord shall elect not to terminate this lease
        or delete portions of space therefrom pursuant to the provisions of
        subdivision (a) hereof and Tenant effects such assignment or subletting,
        then Tenant thereafter shall pay to Landlord a sum equal to 50% (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
        payable hereunder by Tenant shall be payable to Landlord as additional
        rent upon receipt thereof by Tenant.

             2. There shall be no monetary default by Tenant 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.

             3. Upon receiving Landlord's written consent, a duly executed copy
        of the sublease or assignment shall be delivered to Landlord within ten
        (10) days after execution thereof. Any such sublease shall provide that
        the subtenant 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
        and obligations of this lease to be performed by the Tenant.

             4. Anything herein contained to the contrary notwithstanding:

             (a) Tenant shall not advertise or list its space for assignment or
        subletting at a rental rate lower than the rental rate then being paid
        by Tenant to Landlord.

             (b) The transfer of a majority of the issued and outstanding
        capital stock of any corporate Tenant of this lease or a majority of the
        total interest in any partnership Tenant, however accomplished, and
        whether in a single transaction or in a series of related or unrelated
        transactions, shall be deemed an assignment of this lease. The transfer
        of outstanding capital stock of any corporate Tenant, for purposes of
        this Article, shall not include sale of such stock by persons other than
        those deemed "insiders" within the meaning of the Securities Exchange
        Act of 1934 as amended, and which sale is effected through the
        "over-the-counter market" or through any recognized stock exchange.
<PAGE>

             5. No assignment or subletting shall be made:

             (a) To any person or entity 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 which shall within the prior six months
        have been negotiating with the Managing Agent to become such a tenant,
        subtenant or occupant unless Landlord has the comparable space.

             (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 and Articles 3
        and 41 hereof; and

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

             6. No other or further assignment or subletting shall be made
        except in compliance with the provisions of this Article and Articles 3
        and 41 hereof.


             ADDITIONAL PARAGRAPHS attached to and forming a part of lease dated
        August 22, 1995 between 112 WEST 34TH STREET COMPANY and KLEINERT'S,
        INC. OF NEW YORK.

             50. It is understood and agreed that this lease is submitted to
        Tenant in 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 Tenants.

             51. Tenant shall not be required to pay base rent, for the four (4)
        months of November, 1995, December, 1995, January, 1996 and February,
        1996. It is understood and agreed that in no event shall tenant be
        entitled to more than four (4) months free rent.

             52. It is understood and agreed that Landlord and tenant will share
        equally in the cost of the installation for Room 1710 as per plan
        prepared by "The Phillips Janson Group". In no event shall Landlord's
        cost exceed One Hundred Seventy Five Thousand Dollars ($175,000.00).

             PLEASE NOTE: TENANT IS RESPONSIBLE TO PAY ANY FEES INCURRED IN
        DESIGNING THE SPACE. THE SPACE DESIGNER AND/OR ARCHITECT FEES SHALL BE
        THE SOLE RESPONSIBILITY OF TENANT.