SECURITIES AND EXCHANGE COMMISSION
         WASHINGTON, DC 20549


             FORM 10-KSB/A


  Annual report under Section 13 or 15(d) of the
   Securities Exchange Act of 1934.

For the fiscal year ended  DECEMBER 31, 1999.

  Transition report under Section 13 or 15(d) of the
    Securities Exchange Act of 1934

For the transition period from _________________ to
          _________________

 Commission file number       0-27313

            BLINI HUT, INC.
(Name of Small Business Issuer in Its Charter)



         NEVADA                    88-0335902
(State or Other Jurisdiction of  (IRS Employer
Incorporation or Organization)  Identification No.)


    47-39 49th Street
    Woodside, New York 					11377
    (Address of Principal Executive Offices)    (Zip Code)

            (718) 784-3344
(Issuer's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Exchange
                 Act:

                  n/a

Securities registered under Section 12(g) of the Exchange
                 Act:

     Common Stock, $.01 par value



     Check whether the issuer: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports, and (2)
has been subject to such filing requirements for the past 90
days.

Yes    x                 No. ____

     Check is there is no disclosure of delinquent filers
in response to Item 405 of Regulation S-B is not contained
in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form
10-KSB.

     Issuer's  revenues for the year ended December 31,
1999 -  $674, 094.


ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents
and reports required to be filed by Section 12, 13 or 15(d)
of the Exchange Act after the distribution of securities
under a plan confirmed by a court.

Yes ____      No. ____


     As of March 31, 2000 there were 9,421,788
shares of Common Stock outstanding.


BLINI HUT, INC.
FORM 10-KSB/A

TABLE OF CONTENTS

                                   PAGE
PART I                             1
ITEM 1     DESCRIPTION OF BUSINESS 1

PART II                            2
ITEM 5    MARKET FOR COMMON EQUITY
          AND RELATED STOCKHOLDER
          MATTERS                  2

ITEM 6     MANAGEMENT'S DISCUSSION
           AND ANALYSIS OR PLAN OF
           OPERATION                2

PART III                            4
ITEM 9    DIRECTORS, EXECUTIVE OFFICERS,
          PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH
          SECTION 16 (A) OF THE EXCHANGE
          ACT

ITEM 10   EXECUTIVE COMPENSATION   5

ITEM 13   Exhibits and Reports on
          Form 8-K                 6

SIGNATURES                         7

EXHIBITS
10.1
10.2

SCHEDULE 27


PART I
ITEM 1     DESCRIPTION OF BUSINESS

GENERAL

     Blini Hut, Inc., formerly Bargain Products, Inc.
(the "Company" or "Blini Hut") was organized as a
Nevada corporation on April 6, 1995.  The Company was
engaged in the business of selling low cost consumer
products at the retail level through its wholly-owned
subsidiary, Dollar Mania, Inc., from June 1995 through
September 1996.  Dollar Mania was unable to financially
support its rapid expansion and in order to protect its
assets filed chapter 11 bankruptcy on March 28, 1996.
Because the Company's obligations were far in excess of
its assets, after a number of months of review,
examination, and discussions between major creditors, the
bankruptcy trustee, the Company's bankruptcy counsel,
and its corporate counsel, the Company decided to spin off
its wholly-owned subsidiary, Dollar Mania, by transferring
all of the issued and outstanding common stock of Dollar
Mania to the Bankruptcy Trustee.  The Company had been
inactive without operations since September 1996, but on
May 18, 1999 the Company changed its name to Blini Hut,
Inc., and now engages in the marketing and distribution of
various specialty Eastern/European fast foods.


                              -1-

PART II
ITEM 5    MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The Company's common stock is traded on the
Pink Sheet under the symbol "BHUT."  The 52-week high
is 6-1/2 and the 52-week low is 4-3/4.  The approximate
last 90 day period from October, 1999 to December 31,
1999  has a high of 6-1/2 and a low of 4-3/4.


HOLDERS

     The Company's transfer agent, First American
Stock Transfer, confirms that as of December 31, 1999,
there are approximately 150  shareholders of record for the
Company, including those shares held in street name.

ITEM 6     MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION

GENERAL

     Blini Hut, Inc., formerly Bargain Products, Inc.,
was organized as a Nevada corporation on April 6, 1995.
The Company was engaged in the business of selling low
cost consumer products at the retail level through its
wholly owned subsidiary of Dollar Mania from June 1995
through September 1996.  The Company has been inactive
without operations since September 1996.  On May 18,
1999, the Company changed its name to Blini Hut, Inc.,
and now intends to  engage in the marketing and
distribution of various Eastern/European specialty food
through fast food restaurants. On December 2, 1999 the
Company and Troika Food, Inc., a Delaware Corporation
("Troika"), consummated an agreement making Troika a
wholly-owned subsidiary of the Company.

                         -2-


ACQUISITION

     On April 10, 1999, the Company entered into an
agreement with the shareholders of Troika to issue them
6,000,000 shares of common stock in exchange for all the
outstanding shares of common stock of Troika.  The
shareholders of Troika were Russian Chef, Inc., Simon
Kublanov, President and Director of the Company and
Leonid Kuvykin, Vice President, Secretary and Treasurer
of the Company.   This agreement was consummated on
December 2, 1999.

     The Blini Hut/Troika acquisition  was negotiated
by the shareholders and management of Blini Hut and
Troika, respectively.  The consideration issued was
negotiated by the above parties based upon an arrangement
whereby six Bargain Products shares were to be issued for
each of the Troika shares.  The Troika shares were valued
higher based on the management expertise of Troika in the
Eastern/European fast food business.

     The principal shareholders of Troika were Russian
Chef, Inc., Simon Kublanov owning 300,000 shares and
Leonid Kuvykin, owning 700,000 shares.  At the
consummation of the agreement, Simon Kublanov owned
270,000 shares in the Company, Leonid Kuvykin 630,000
and Russian Chef Inc., 5,100,000 respectively.

      Presently, the Company has one restaurant in
operation and anticipates opening four restaurants during
mid-2001, at a cost of approximately $200,000 per
restaurant, which amount is anticipated to be expended in
the following manner:

Initial Lease Payments(1)............$ 40,000
(including 3 mo. security deposit)

Leasehold Improvements.................50,000

Equipment............................. 80,000

Inventory..............................10,000

Advertising/Promotions.................20,000

TOTAL...............................$200,000

The cost of opening a restaurant may vary depending on
location, price of rent, condition of structure, and existing
equipment.  Although one restaurant is currently
operational, the Company does not have sufficient capital
at this time to open any additional restaurants, but
anticipates raising capital for its restaurant operations
through public and/or private financing either through
stock offerings or loans from private parties.  There is no
assurance that the Company will be successful in raising
capital for its additional restaurant operations.  The
Company may also consider leasing its restaurant
equipment.  The Company may also consider acquiring
other quick-serve operations and covert them to
Eastern/European fast food speciality
restaurants.  Acquisitions may be made through a
combination of stock and cash.  The Company has no
agreements to acquire other quick-serve restaurants at this
time.



(1)- Since the Company's anticipates opening restaurants in
the New York metropolitan area, the figure stated for
initial lease payment is subject to change based on the real
estate market.

                         -3-

               PART III

ITEM 9    DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16 (A)
OF THE EXCHANGE ACT.

     The following table sets forth certain information
with respect to each of the Directors, Executive Officers of
the Company, their ages, and all positions with the
Company.


Name                      Age            Position
Simon Kublanov             58            President/Director
40 Newport Parkway
Jersey City, New
Jersey 07310

Leonid Kuvykin             49          Vice President/Secretary/
1222 Avenue Y                          Treasurer/Director
Brooklyn, NY 11235



     Simon Kublanov, age 59, is President and Director
of the Company.   Mr. Kublanov obtained a B.S. degree in
economics and in Russian cuisine from the University of
Food Industry and Trade, St. Petersburg, Russia, in 1962.
From 1993 to present, Mr. Kublanov was the founder  of
Da Pie, Russian Chief, and Rush'n Express all of which
have focused on Russian fast food.  From 1984 to 1987,
Mr. Kublanov founded "k's Fried Chicken."  From 1962 to
1984 Mr. Kublanov worked in a number of restaurants
both in the U.S. and Russia in management and chef
capacities.

     Leonid Kuvykin, age 49, is Vice President,
Secretary, Treasurer and Directorof the Company.
Mr. Kuvykin received a B.S. in business administration and
an associates degree in Economics from the college of trade
and marketing, Ukraine.  From October of 1997 to the
present, Mr. Kuvykin also serves as a member of the board
to Russian Chef, Inc.  Mr. Kuvykin from 1979 until 1987
has been involved with several transportation businesses
most of which were franchise based.  In 1979, Mr.
Kuvykin immigrated to the United States from Odessa,
Ukraine where from 1971 until 1978 he held several
management positions in government owned food
businesses.


     Effective December 10, 1999 Max Tanner resigned
as President and Director of the Company.  On the same,
Simon Kublanov was elected President and Director of the
Company.   Leonid Kuvykin was elected Vice
President/Secretary/Treasurer by the Sole Director.

                              -4-

ITEM 10   EXECUTIVE COMPENSATION

     Any compensation received by officers or directors
of the Company will be determined from time to time by
the Board of Directors.


Name and Principal Position   All other Compensation  Year
Simon Kublanov, President       0                     1999

Leonid Kuvykin, Vice President  0                     1999



OPTION/SAR GRANTS

     None.


AGGREGATE OPTIONS/SAR EXERCISES AND
FISCAL YEAR END OPTION/SAR VALUE TABLE

     None.


LONG TERM INCENTIVE PLANS

     None.


COMPENSATION OF DIRECTORS

     None.


EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT
AND CHANGE OF CONTROL ARRANGEMENTS

     Effective December 10, 1999 Max Tanner resigned
as President and Director of the Company.  On the same,
Simon Kublanov was elected President of the Company by
the Sole Director, and Leonid Kuvykin was elected Vice
President/Secretary/Treasurer by the Sole Director.

                         -5-


ITEM 13   Exhibits and Reports on Form 8-K

     (a)  Exhibits:

3.0* Certificate of Incorporation of Bargain Products, Incorporated
     consisting of Articles of Incorporation filed with
     the Secretary of State of the State of Nevada on April 6, 1995,
     filed with the SEC in Form 10SB12G/A - Amended Registration
     Statement.

3.1* Bylaws of Bargain Products, Incorporated, dated April 6, 1995
     filed with the SEC in Form 10SB12G/A-Amended Registration
     Statement.

3.2* Amendment to the Articles of Incorporation, dated July 15,
     1997.

3.3* Amendment to the Articles of Incorporation, dated April 16,
     1998.

3.4* Amendment to the Articles of Incorporation, dated May 11, 1999.

4.0* Common Stock certificate, filed with the SEC in Form
     10SB12G/A - Amended Registration Statement.

10.0* Stock for Stock Agreement between Troika Food, Inc. and
      Blini Hut, Inc.

10.1 Lease Agreement dated January 5, 1999 between 47-39th
     Realty Inc. and Troika Food, Inc.

10.2 Lease Agreement dated October 5, 1999 between J.W. Realty
     Company and Russian Chef, Inc.

16.0* Letter on change in certifying accountant

23.0* Consent of experts and counsel

27.0 Financial Data Schedule for
     the period ending December 31, 1999


     *    Incorporated by reference to the Company's
Amended Registration Statement on       Form
10SB12G/A as filed with the Securities and Exchange
Commission on       November 12, 1999.

                              -6-


              SIGNATURES

     In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this Report to be
signed on its behalf by the undersigned, thereunto duly
authorized.



     BLINI HUT, INC.



Dated:    July 17, 2000
BY: /S/ LEONID KUVYKIN

        Leonid Kuvykin,
        Treasurer

     In accordance with the Exchange Act, this Report
has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates
indicated:


SIGNATURES                TITLE(S)                DATE

/S/ SIMON KUBLANOV       President, Director   July 17, 2000
Simon Kublanov



/S/ LEONID KUVYKIN       Vice President, Secretary, July 17, 2000
Leonid Kuvykin           Treasurer, Director



                         -7-
























EXHIBIT 10.1

THIS LEASE made the  5th    day of        January,
1999, between

47-39 49th St. realty, Inc.


hereinafter referred to as LANDLORD, and

Troika Food, Inc.

hereinafter jointly, severally and collectively referred to as
TENANT.

     Witnesseth, that the Landlord hereby leases
to the Tenant, and the Tenant hereby hires and
takes from the Landlord
in the building known as 47-39 49th St.
to be used and occupied by the Tenant

and for no other purpose, for a term to commence
on January 1 , 1999, and to end on
 December 31, 2004,  unless sooner terminated as
hereinafter provided, at the ANNUAL RENT OF
$102,000.00   (triple net lease)
all payable in equal monthly instalments in
advance on the first day of each and every
calendar month during said term, except the first
instalment, which shall be paid upon the
execution hereof.

THE TENANT JOINTLY AND SEVERALLY
COVENANTS:

     FIRST. -- That the Tenant will pay the rent
as above provided.

     SECOND. -- That, throughout said term the
Tenant will take good care of the demised
premises, fixtures and appurtenances, and all
alterations, additions and improvements to either;
make all repairs in and about the same necessary
to preserve them in good order and condition,
which repairs shall be, in quality and class, equal
to the original work; promptly pay the expense of
such repairs; suffer no waste or injury; give
prompt notice to the Landlord of any fire that may
occur; execute and comply with all laws, rules,
orders, ordinances and regulations at any time
issued or in force (except those requiring
structural alterations), applicable to the demised
premises or to the Tenant's occupation thereof, of
the Federal, State and Local Governments, and of
each and every department, bureau and official
thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual
business hours, the Landlord and representatives
of the Landlord to enter the demised premises for
the purpose of inspection, and to exhibit them for
purposes of sale or rental; suffer the Landlord to
make repairs and improvements to all parts of the
building, and to comply with all orders and
requirements of governmental authority
applicable to said building or to any occupation
thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in
the demised premises and to the floors above and
below; forever indemnify and save harmless the
Landlord for and against any and all liability,
penalties, damages, expenses and judgments
arising from injury during said term to person or
property of any nature, occasioned wholly or in
part by any act or acts, omission or omissions of
the Tenant, or of the employees, guests, agents,
assigns or undertenants of the Tenant and also for
any matter or thing growing out of the occupation
of the demised premises or of the streets,
sidewalks, or vaults adjacent thereto; permit,
during the six months next prior to the expiration
of the term the usual notice "To Let" to be placed
and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair,
at or before the end of the term, all injury done by
the installation or removal of furniture and
property; and at the end of the term, to quit and
surrender the demised premises with all
alterations, additions and improvements in good
order and condition.

     THIRD. -- That the Tenant will no
disfigure or deface any part of the building, or
suffer the same to be done, except so far as may
be necessary to affix such trade fixtures as are
herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the
street or the sidewalk adjacent thereto; will not do
anything, or suffer anything to be done upon the
demised premises which will increase the rate of
fire insurance upon the building or any of its
contents, or be liable to cause structural injury to
said building; will not permit the accumulation of
waste or refuse matter, and will not, without the
written consent of the Landlord first obtained in
each case, either sell, assign, mortgage or transfer
this lease, underlet the demised premises or any
part thereof, permit the same or any part thereof
to be occupied by anybody other than the Tenant
and the Tenant's employees, make any alterations
in the demised premises, use the demised
premises or any part thereof for any purpose other
than the one first above stipulated, or for any
purpose deemed extra hazardous on account of
fire risk, nor in violation of any law or ordinance.
That the Tenant will not obstruct or permit the
obstruction of the light, halls, stairway or
entrances to the building, and will not erect or
inscribe any sign, signals or advertisements
unless and until the style and location thereof
have been approved by the Landlord; and if any
be erected or inscribed without such approval, the
Landlord may remove the same.  No water cooler,
air conditioning unit or system or other apparatus
shall be installed or used without the prior written
consent of Landlord.

     IT IS MUTUALLY COVENANTED AND
AGREED, THAT

     FOURTH. -- 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 the part of the demised premises
which is usable by Tenant.  But if such partial
damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or
licensees, without prejudice to any other rights
and remedies of Landlord and without prejudice
to the rights of subrogation of Landlord's insurer,
the damages shall be repaired by Landlord but
there shall be no apportionment or abatement of
rent.  No penalty shall accrue for reasonable delay
which may arise by reason of adjustment of
insurance on the part of Landlord and/or Tenant,
and for reasonable delay on account of "labor
troubles" or any other cause beyond Landlord's
control.  If the demised premises are totally
damaged or are rendered wholly untenantable by
fire or other cause, and if Landlord shall decide
not to restore or not 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 Paragraph Twelve 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.  If Tenant shall not be in default under
this lease then, upon the termination of this lease
under the conditions provided for in the sentence
immediately preceding, Tenant's liability for rent
shall cease as of the day following the casualty.
Tenant hereby expressly waives the provisions of
Section 227 of the Real Property Law and agrees
that the foregoing provisions of this Article shall
govern and control in lieu thereof.  If the damage
or destruction be due to the fault or neglect of
Tenant the debris shall be removed by, and at the
expense of, Tenant.

     FIFTH. -- If the whole or any part of the
premises hereby demised shall be taken or
condemned by any competent authority for any
public use or purpose then the term hereby
granted shall cease from the time when
possession of the part so taken shall be required
for such public purpose and without
apportionment of award, the Tenant hereby
assigning to the Landlord all right and claim to
any such award, the current rent, however, in such
case to be apportioned.

     SIXTH. -- If, before the commencement of
the term, the Tenant be adjudicated a bankrupt, or
make a "general assignment," or take the benefit
of any insolvent act, or if a Receiver or Trustee be
appointed for the Tenant's property, or if this
lease or the estate of the Tenant hereunder be
transferred or pass to or devolve upon any other
person or corporation, or if the Tenant shall
default in the performance of any agreement by
the Tenant contained in any other lease to the
Tenant by the Landlord or by any corporation of
which an officer of the Landlord is a Director,
this lease shall thereby, at the option of the
Landlord, be terminated and in that case, neither
the Tenant nor anybody claiming under the
Tenant shall be entitled to go into possession of
the demised premises.  If after the commencement
of the term, any of the events mentioned above in
this subdivision shall occur, or if Tenant shall
make default in fulfilling any of the covenants of
this lease, other than the covenants for the
payment of rent or "additional rent" or if the
demised premises become vacant or deserted, the
Landlord may give to the Tenant ten days' notice
of intention to end the term of this lease, and
thereupon at the expiration of said ten days' (if
said condition which was the basis of said notice
shall continue to exist) the term under this lease
shall expire as fully and completely as if that day
were the date herein definitely fixed for the
expiration of the term and the Tenant will then
quit and surrender the demised premises to the
Landlord, but the Tenant shall remain liable as
hereinafter provided.

     If the Tenant shall make default in the
payment of the rent reserved hereunder, or any
item of "additional rent" herein mentioned, or any
part of either or in making any other payment
herein provided for, or if the notice last above
provided for shall have been given and if the
condition which was the basis of said notice shall
exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time
thereafter, re-enter the demised premises and
remove all persons and all or any property
therefrom, either by summary dispossess
proceedings, or by any suitable action or
proceeding at law, or by force or otherwise,
without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said
premises together with all additions, alterations
and improvements.  In any such case or in the
event that this lease be "terminated" before the
commencement of the term, as above provided,
the Landlord may either re-let the demised
premises or any part or parts thereof for the
Landlord's own account, or may, at the Landlord's
option, re-let the demised premises or any part or
parts thereof as the agent of the Tenant, and
receive the rents therefor, applying the same first
to the payment of such expenses as the Landlord
may have incurred, and then to the fulfillment of
the covenants of the Tenant herein, and the
balance, if any, at the expiration of the term first
above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term
extending beyond the term hereby granted
without releasing Tenant from any liability.  In
the event that the term of this lease shall expire as
above in this subdivision "Sixth" provided, or
terminate by summary proceedings or otherwise,
and if the Landlord shall not re-let the demised
premises for the Landlord's own account, then,
whether or not the premises be re-let, the Tenant
shall remain liable for, and the Tenant hereby
agrees to pay to the Landlord, until the time when
this lease would have expired but for such
termination or expiration, the equivalent of the
amount of all of the rent and "additional rent"
reserved herein, less the avails of reletting, if any,
and the same shall be due and payable by the
Tenant to the Landlord the amount of deficiency
then existing.  The Tenant hereby expressly
waives any and all right of redemption in case the
Tenant shall be dispossessed by judgment or
warrant of any court or judge, and the Tenant
waives and will waive all right to trial by jury in
any summary proceedings hereafter instituted by
the Landlord against the Tenant in respect tot the
demised premises.  The words "re-enter" and "re-
entry" as used in this lease are not restricted to
their technical legal meaning.

     In the event of a breach of threatened
breach by the Tenant of any of the covenants or
provisions hereof, the Landlord shall have the
right of injunction and the right to invoke any
remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were
not herein provided for.

     SEVENTH. -- If the Tenant shall make
default in the performance of any covenant herein
contained, the Landlord may immediately, or at
any time thereafter, without notice, perform the
same for the account of the Tenant.  If a notice of
mechanic's lien be filed against the demised
premises or against premises of which the
demised premises are part, for, or purporting to be
for, labor or material alleged to have been
furnished, or to be furnished to or for the Tenant
at the demised premises, and if the Tenant shall
fail to take such action as shall cause such lien to
be discharged within fifteen days after the filing
of such notice, the Landlord may pay the amount
of such lien or discharge the same by deposit or
by bonding proceedings, and in the event of such
deposit or bonding proceedings, the Landlord
may require the lienor to prosecute an appropriate
action to enforce the lienor's claim.  In such case,
the Landlord may pay any judgment recovered on
such claim.  Any amount paid or expense incurred
by the Landlord as in this subdivision of this lease
provided, and any amount as to which the Tenant
shall at any time be in default for or in respect to
the use of water, electric current or sprinkler
supervisory service, and any expense incurred or
sum of money paid by the Landlord by reason of
the failure of the Tenant to comply with any
provision hereof, or in defending any such action,
shall be deemed to be "additional rent" for the
demised premises, and shall be due and payable
by the Tenant to the Landlord on the first day of
the next following month, or, at the option of the
Landlord, on the first day of any succeeding
month.  The receipt by the Landlord or any
instalment of the regular stipulated rent hereunder
or any of said "additional rent" shall not be a
waiver of any other "additional rent" then due.

     EIGHTH. -- The failure of the Landlord to
insist, in any one or more instances upon a strict
performance of any of the covenants of this lease,
or to exercise any option herein contained, shall
not be construed as a waiver or a relinquishment
for the future of such covenant or option, but the
same shall continue and remain in full force and
effect.  The receipt by the Landlord of rent, with
knowledge of the breach of any covenant hereof,
shall not be deemed a waiver of such breach and
no waiver by the Landlord of any provision
hereof shall be deemed to have been made unless
expressed in writing and signed by the Landlord.
Even though the Landlord shall consent to an
assignment hereof no further assignment shall be
made without express consent in writing by the
Landlord.

     NINTH. -- If this lease be assigned, or if
the demised premises or any part thereof be
underlet or occupied by anybody other than the
Tenant the Landlord may collect rent from the
assignee, under-tenant or occupant, and apply the
net amount collected to the rent herein reserved,
and no such collection shall be deemed a waiver
of the covenant herein against assignment and
underletting, or the acceptance of the assignee,
under-tenant or occupant as tenant, or a release of
the Tenant from the further performance by the
Tenant of the covenants herein contained on the
part of the Tenant.

     TENTH. -- This lease shall be subject and
subordinate at all times, to the lien of the
mortgages now on the demised premises, and to
al advances made or hereafter to be made upon
the security thereof, and subject and subordinate
to the lien of any mortgage or mortgages which at
any time may be made a lien upon the premises.
The Tenant will execute and deliver such further
instrument or instruments subordinating this lease
to the lien of any such mortgage or mortgages as
shall be desired by any mortgagee or proposed
mortgagee.  The Tenant hereby appoints the
Landlord the attorney-in-fact of the Tenant,
irrevocable, to execute and deliver any such
instrument or instruments for the Tenant.

     ELEVENTH. -- All improvements made by
the Tenant to or upon the demised premises,
except said trade fixtures, shall when made, at
once be deemed to be attached to the freehold,
and become the property of the Landlord, and at
the end or other expiration of the term, shall be
surrendered to the Landlord in as good order and
condition as they were when installed, reasonable
wear and damages by the elements excepted.

     TWELFTH. -- Any notice or demand
which under the terms of this lease or under any
statute must or may be given or made by the
parties hereto shall be in writing and shall be
given or made by mailing the same by certified or
registered mail addressed to the respective parties
at the addresses set forth in this lease.

     THIRTEENTH. -- The Landlord shall not
be liable for any failure of water supply or
electrical current, sprinkler damage, or failure of
sprinkler service, nor for injury or damage to
person or property caused by the elements or by
other tenants or persons in said building, or
resulting from steam, gas, electricity, water, rain
or snow, which may leak or flow from any part of
said buildings, or from interference with light or
other incorporeal hereditaments by anybody other
than the Landlord, or caused by operations by or
for governmental authority in construction of any
public or quasi-public work, neither shall the
Landlord be liable for any latent defect in the
building.

     FOURTEENTH. -- No diminution or
abatement of rent, or other compensation shall be
claimed or allowed for inconvenience or
discomfort arising from the making of repairs or
improvements to the building or to its appliances,
nor for any space taken to comply with any law,
ordinance or order of a governmental authority.
In respect to the various "services," if any, herein
expressly or impliedly agreed to be furnished by
the Landlord to the Tenant, it is agreed that there
shall be no diminution or abatement of the rent, or
any other compensation, for interruption or
curtailment of such "service" when such
interruption or curtailment shall be due to
accident, alterations or repairs desirable or
necessary to be made or to inability or difficulty
in securing supplies or labor for the maintenance
of such "service" or to some other cause, not
gross negligence on the part of the Landlord.  No
such interruption or curtailment of any such
"service" shall be deemed a constructive eviction.
The Landlord shall not be required to furnish, and
the Tenant shall not be entitled to receive, any of
such "services" during any period wherein the
Tenant shall be in default in respect to the
payment of rent.  Neither shall there be any
abatement or diminution of rent because of
making of repairs, improvements or decorations
to the demised premises after the date above fixed
for the commencement of the term, it being
understood that rent shall, in any event,
commence to run at such date so above fixed.

     FIFTEENTH. -- The Landlord may
prescribe and regulate the placing of safes,
machinery, quantities of merchandise and other
things.  The Landlord may also prescribe and
regulate which elevator and entrances shall be
used by the Tenant's employees, and for the
Tenant's shipping.  The Landlord may make such
other and further rules and regulations as, in the
Landlord's judgment, may from time to time be
needful for the safety, care or cleanliness of the
building, and for the preservation of good order
therein.  The Tenant and the employees and
agents of the Tenant will observe and conform to
all such rules and regulations.

     SIXTEENTH. -- In the event than an
excavation shall be made for building or other
purposes upon land adjacent to the demised
premises or shall be contemplated to be made, the
Tenant shall afford to the person or persons
causing or to cause such excavation, license to
enter upon the demised premises for the purpose
of doing such work as said person or persons
shall deem to be necessary to preserve the wall or
walls, structure or structures upon the demised
premises from injury and to support the same by
proper foundations.

     SEVENTEENTH. -- No vaults or space not
within the property line of the building are leases
hereunder.  Landlord makes no representation as
tot he location of the property line of the building.
Such vaults or space as Tenant may be permitted
to use or occupy are to be used or occupied under
a revocable license and if such license be revoked
by the Landlord as to the use of part or all of the
vaults or space Landlord shall not be subject to
any liability; Tenant shall not be entitled to any
compensation or reduction in rent nor shall this
be deemed constructive or actual eviction.  Any
tax, fee or charge of municipal or other
authorities for such vaults or space shall be paid
by the Tenant for the period of the Tenant's use or
occupancy thereof.

     EIGHTEENTH. -- That during seven
months prior to the expiration of the term hereby
granted, applicants shall be admitted at all
reasonable hours of the day to view the premises
until rented; and the Landlord and the Landlord's
agents shall be permitted at any time during the
term to visit and examine them at any reasonable
hour of the day, and workmen may enter at any
time, when authorized by the Landlord or the
Landlord's agents, to make or facilitate repairs in
any part of the building; and if the said Tenant
shall not be personally present to open and permit
an entry into said premises, at any time, when for
any reason an entry therein shall be necessary or
permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same
without rendering the Landlord or such agents
liable to any claim or cause of action for damages
by reason thereof (if during such entry the
Landlord shall accord reasonable care to the
Tenant's property) and without in any manner
affecting the obligations and covenants of this
lease; it is, however, expressly understood that
the right and authority hereby reserved, does not
impose, nor does the Landlord assume, by reason
thereof, any responsibility or liability whatsoever
for the care or supervision of said premises, or
any of the pipes, fixtures, appliances or
appurtenances therein contained or therewith in
any manner connected.

     NINETEENTH. -- The Landlord has made
no representations or promises in respect to said
building or to the demised premises except those
contained herein, and those, if any, contained in
some written communication to the Tenant,
signed by the Landlord.  This instrument may not
be changed, modified, discharged or terminated
orally.

     TWENTIETH. -- If the Tenant shall at any
time be in default hereunder, and if the Landlord
shall institute an action or summary proceeding
against the Tenant based upon such default, then
the Tenant will reimburse the Landlord for the
expense of attorneys' fees and disbursements
thereby incurred by the Landlord, so far as the
same are reasonable in amount.  Also so long as
the Tenant shall be a tenant hereunder the amount
of such expenses shall be deemed to be
"additional rent" hereunder and shall be due from
the Tenant to the Landlord on the first day of the
month following the incurring of such respective
expenses.

     TWENTY-FIRST. -- Landlord shall not be
liable for failure to give possession of the
premises upon commencement date by reason of
the fact that premises are not ready for
occupancy, or due to a prior Tenant wrongfully
holding over or any other person wrongfully in
possession or for any other reason: in such event
the rent shall not commence until possession is
given or is available, but the term herein shall not
be extended.

     TWENTY-SECOND. -- If the demised
premises or any part thereof consist of a store, or
of a first floor, or of any part thereof, the Tenant
will keep the sidewalk and curb in front thereof
clean at all times and free from snow and ice, and
will keep insured in favor of the Landlord, all
plate glass therein and furnish the Landlord with
policies of insurance covering the same.

     TWENTY-THIRD. -- If by reason of the
conduct upon the demised premises of a business
not herein permitted, or if by reason of the
improper or careless conduct of any business
upon or use of the demised premises, the fire
insurance rate shall at any time be higher than it
otherwise would be, then the Tenant will
reimburse the Landlord, as additional rent
hereunder, for that part of all fire insurance
premiums hereafter paid out by the Landlord
which shall have been charged because of the
conduct of such business not so permitted, or
because of the improper or careless conduct of
any business upon or use of the demised
premises, and will make such reimbursement
upon the first day of the month following such
outlay by the Landlord; but this covenant shall
not apply to a premium for any period beyond the
expiration date of this lease, first above specified.
In any action or proceeding wherein the Landlord
and Tenant are parties, a schedule or "make up"
of rate for the building on the demised premises,
purporting to have been issued by New York Fire
Insurance Exchange, or other body making fire
insurance rates for the demised premises, shall be
prima facie evidence of the facts therein stated
and of the several items and charges included in
the fire insurance rate then applicable to the
demised premises.

     TWENTY-FOURTH. -- If a separate water
meter be installed for the demised premises, or
any part thereof, the Tenant will keep the same in
repair and pay the charges made by the
municipality or water supply company 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
premises, the Tenant will pay to the Landlord, as
and when bills are rendered therefor, the Tenant's
proportionate part of all charges which the
municipality or water supply company shall make
for all water consumed through said meter, as
indicated by said meter.  Such proportionate part
shall be fixed by apportioning the respective
charge according to floor area against all of the
rentable floor area in the building (exclusive of
the basement) which shall have been occupied
during the period of the respective charges, taking
into account the period that each part of such area
was occupied.  Tenant agrees to pay as additional
rent the Tenant's proportionate part, determined
as aforesaid, of the sewer rent or charge imposed
or assessed upon the building of which the
premises are a part.

     TWENTY-FIFTH. -- That the Tenant will
purchase from the Landlord, if the Landlord shall
so desire, all electric current that the Tenant
requires at the demised premises, and will pay the
Landlord for the same, as the amount of
consumption shall be indicated by the meter
furnished therefor.  The price for said current
shall be the same as that charged for consumption
similar to that of the Tenant by the company
supplying electricity in the same community.
Payments shall be due as and when bills shall be
rendered.  The Tenant shall comply with like
rules, regulations and contract provisions as those
prescribed by said company for a consumption
similar to that of the Tenant.

     TWENTY-SIXTH. -- If there now is or
shall be installed in said building a "sprinkler
system: the Tenant agrees to keep the appliances
thereto in the demised premises in repair and
good working condition, and if the New York
Board of Fire Underwriters or the New York Fire
Insurance Exchange or any bureau, department or
official of the State or local government requires
or recommends that any changes, modifications,
alterations or additional sprinkler heads or other
equipment be made or suppled by reason of the
Tenant's business, or the location of partitions,
trade fixtures, or other contents of the demised
premises, or if such changes, modifications,
alterations, additional sprinkler heads or other
equipment in the demised premises are 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, the
Tenant will at the Tenant's own expense,
promptly make and supply such changes,
modifications, alterations, additional sprinkler
heads or other equipment.  As additional rent
hereunder the Tenant will pay to the Landlord,
annually in advance, throughout the term
$___________________, toward the contract
price for sprinkler supervisory service.

     TWENTY-SEVENTH. -- The sum of
$17,000 Dollars is deposited by the Tenant herein
with the Landlord herein as security for the
faithful performance of all the covenants and
conditions of the lease by the said Tenant.  If the
Tenant faithfully performs all the covenants and
conditions on his part to be performed, then the
sum deposited shall be returned to said Tenant.

     TWENTY-EIGHTH. -- This lease is
granted and accepted on the especially
understood and agreed condition that the Tenant
will conduct his business in such a manner, both
as regards noise and kindred nuisances, as will in
no wise interfere with, annoy or disturb any other
tenants, in the conduct of their several businesses,
or the landlord in the management of the
building; under penalty of forfeiture of this lease
and consequential damages.

     TWENTY-NINTH. -- The Landlord hereby
recognizes as the
broker who negotiated and consummated this
lease with the Tenant herein, and agrees that if,
as, and when the Tenant exercises the option, if
any, contained herein to renew this lease, or fails
to exercise the option, if any, contained therein to
cancel this lease, the Landlord will pay to said
broker a further commission in accordance with
the rules and commission rates of the Real Estate
Board in the community.  A sale, transfer, or
other disposition of the Landlord's interest in said
lease shall not operate to defeat the Landlord's
obligation to pay the said commission to the said
broker.  The Tenant herein hereby represents to
the Landlord that the said broker is the sole and
only broker who negotiated and consummated
this lease with the Tenant.

     THIRTIETH. -- The Tenant agrees that it
will not require, permit, suffer, nor allow the
cleaning of any window, or windows, in the
demised premises from the outside (within the
meaning of Section 202 of the Labor Law) unless
the equipment and safety devices required by law,
ordinance, regulation or rule, including, without
limitation, Section 202 of the New York Labor
Law, are provided and used, and unless the rules,
or any supplemental rules of the Industrial Board
of the State of New York are fully complied with;
and the Tenant hereby agrees to indemnify the
Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's
requiring, permitting, suffering, or allowing any
window, or windows in the demised premises to
be cleaned from the outside in violation of the
requirements of the aforesaid laws, ordinances,
regulations and/or rules.

     THIRTY-FIRST. -- The invalidity or
unenforceability of any provision of this lease
shall in no way affect the validity or
enforceability of any other provision hereof.

     THIRTY-SECOND. -- In order to avoid
delay, this lease has been prepared and submitted
to the Tenant for signature with the understanding
that it shall not bind the Landlord unless and until
it is executed and delivered by the Landlord.

     THIRTY-THIRD. -- The Tenant will keep
clean and polished all metal, trim, marble ad
stonework which are a part of the exterior of the
premises, using such materials and methods as the
Landlord may direct, and if the Tenant shall fail
to comply with the provisions of this paragraph,
the Landlord may cause such work to be done at
the expense of the Tenant.

     THIRTY-FOURTH. -- The Landlord shall
replace at the expense of the Tenant any and all
broken glass in the skylights, doors and walls in
and about the demises premises.  The Landlord
may insure and keep insured all plate glass in the
skylights, doors and walls in the demised
premises, for and in the name of the Landlord and
bills for the premiums therefor shall be rendered
by the Landlord to the Tenant at such times as the
Landlord may elect, and shall be due from and
payable by the Tenant when rendered, and the
amount thereof shall be deemed to be, and shall
be paid as, additional rent.

     THIRTY-FIFTH. -- This lease and the
obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements
hereunder on part of Tenant to be performed shall
in nowise be affected, impaired or excused
because Landlord is unable to supply or is
delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or
is delayed in making any repairs, additions,
alterations or decorations or is unable to supply or
is delayed in supplying any equipment or fixtures
if Landlord is prevented or delayed from so doing
by reason of governmental preemption in
connection with a National Emergency declared
by the President of the United States or in
connection with any rule, order or regulation of
any department or subdivision thereof of any
government agency or by reason of the conditions
of supply and demand which have been or are
affected by war or other emergency.


THE LANDLORD COVENANTS

     FIRST. -- That if and so long as the Tenant
pays the rent and "additional rent" reserved
hereby, and performs and observes the covenants
and provisions hereof, the Tenant shall quietly
enjoy the demised premises, subject, however, to
the terms of this lease, and to the mortgages
above mentioned, provided however, that this
covenant shall be conditioned upon the retention
of title to the premises by Landlord.

     SECOND. -- Subject to the provisions of
Paragraph "Fourteenth" above the Landlord will
furnish the following respective services: (a)
Elevator service, if the building shall contain an
elevator or elevators, on all days except Sundays
and holidays, from           A.M. to           P.M. and
on Saturdays from           A.M. to           P.M.; (b)
Heat, during the same hours on the same days in
the cold season in each year.

     And it is mutually understood and agreed
that the covenants and agreements contained in
the within lease shall be binding upon the parties
hereto and upon their respective successors, heirs,
executors and administrators.

     In Witness Whereof, the Landlord and
Tenant have respectively signed and sealed these
presents the day and year first above written.



_______________________________[L. S.]
                                   L.
Kuvykin, Landlord

In presence of:



_______________________________[L. S.]

                         Tenant


<PAGE>
State of New York, County of
ss:

     On the           day of                     19    ,
before me personally came
                                              , to me known,
who, being by me duly sworn, did depose and say
that he resides at
                            ; that he is
         of
          , the corporation described in and which
executed the within instrument; that he knows the
seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of
said corporation, and that he signed his name
thereto by like order.




State of New York, County of
ss:

     On the           day of                  19
, before me personally came
                                          , to me known,
who, being by me duly sworn, did depose and say
that he resides at
                            ; that he is
         of
          , the corporation described in and which
executed the within instrument; that he knows the
seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of
said corporation, and that he signed his name
thereto by like order.



State of New York, County of
ss:

     On the           day of                  19   ,
before me personally came
                                             , to me known
and known to me to be the individual described in
and who executed the foregoing instrument, and
duly acknowledged that he executed the same.



State of New York, County of
ss:

     On the           day of                   19    ,
before me personally came
                                             , subscribing
witness to the foregoing instrument, with whom I
am personally acquainted, who, being by me duly
sworn, did depose and say, that he resided, at the
time of the execution of said instrument, and still
resides, in
                  ; that he is and then was acquainted
with                                               , and knew
                                                     to be
                     the individual described in and who
executed the foregoing instrument; and that he,
said subscribing witness, was present and saw
                                     execute the
same; and that he, said witness, thereupon at the
same time subscribed his name as witness thereto.
<PAGE>
                     GUARANTY


     In consideration of the letting of the
premises within mentioned to the Tenant within
named, and of the sum of One Dollar, to the
undersigned in hand paid by the Landlord within
named, the undersigned hereby guarantees to the
Landlord and to the heirs, successors and/or
assigns of the Landlord, the payment by the
Tenant of the rent, within provided for, and the
performance by the Tenant of all of the provisions
of the within lease.  Notice of all defaults is
waived, and consent is hereby given to all
extensions of time that any Landlord may grant.

     Dated,                                    19



_________________________________L. S.



STATE OF                              COUNTY OF
                         ss:


     On this          day of                     19
 , before me personally appeared

to me known and known to me to be the
individual described in and who executed the
foregoing instrument, and duly acknowledged to
be that he executed the same.














EXHIBIT 10.2



           STANDARD FORM OF STORE LEASE

     Agreement of Lease, made as of this 5th day of
October, 1999, between J.W. Realty Company, 15 Maiden
Lane, Suite 1300, New York, NY 10038.

party of the first part, hereinafter referred to as OWNER,
and RUSSIAN CHEF, INC., 47-39 49th Street, Woodside,
NY 11377

                         party of the second
part, hereinafter referred to as TENANT,

Witnesseth:    Owner hereby leases to Tenant and
Tenant hereby hires from Owner STORE #1 AND
BASEMENT UNDER STORE #1

in the building known as 132 NASSAU STREET in the
Borough of MANHATTAN, City of New York, for the
term of TEN (10) YEARS, TWO (2) months (or until such
term shall sooner cease and expire as hereinafter provided)
to commence on the 15TH day of OCTOBER nineteen
hundred and NINETY NINE, and to end on the 30TH day
of NOVEMBER TWO THOUSAND and NINE both dates
inclusive, at an annual rate of

        SEE ATTACHED SCHEDULE A

which Tenant agrees to pay in lawful money of the United
States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, in equal
monthly installments in advance on the first day of each
month during said terms, at the office of Owner or such other
place as Owner may designate, without any set off or
deduction whatsoever, except that Tenant shall pay the first
      monthly installment(s) on the execution hereof (unless
this lease be a renewal).

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

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

Rent:          1. Tenant shall pay the rent as above and as
hereinafter provided.
Occupancy:     2. Tenant shall use and occupy demised
premises for RESTAURANT ONLY -SEE PARAGRAPH
#74

and for no other purpose.  Tenant shall at all times conduct
its business in a high grade and reputable manner, shall not
violate Article 37 hereof, and shall keep show windows and
signs in a neat and clean condition.

Alterations:   3. Tenant shall make no changes in or to the
demised premises of any nature without Owner's prior
written consent.  Subject to the prior written consent of
owner, and to the provisions of this article, Tenant, at
Tenant's expense, may make alterations, installations,
additions or improvements which are non-structural and
which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises
by using contractors or mechanics first approved in each
instance by Owner.  Tenant shall, before making any
alterations, additions, installations or improvements, at its
expense, obtain all permits, approvals and certificates
required by any governmental or quasi-governmental bodies
and (upon completion) certificates of final approval thereof
and shall deliver promptly duplicates of all such permits,
approvals and certificates to Owner and Tenant agrees to
carry such workman's compensation, general liability,
personal and property damage insurance as Owner may
require.  If any mechanic's lien is filed against the demised
premises, or the building of which the same forms a part, for
work claimed to have done for, or materials furnished to,
Tenant, whether or not done pursuant to this article, the same
shall be discharged by Tenant within 30 days thereafter, at
Tenant's expense, by payment or filing the bond  required by
law.  All fixtures and paneling, partitions, railings and like
installations, installed in the premises at any time, either by
Tenant or by Owner on Tenant's behalf, shall, upon
installation, become the property of Owner and shall remain
upon and be surrendered with the demised premises unless
Owner, by notice to Tenant no later than twenty days prior to
the date fixed as the termination of this lease, elects to
relinquish Owner's rights thereto and have them removed by
Tenant, in which event, the same shall be removed from the
premises by Tenant prior to the expiration of the lease, at
Tenant's expense.  Nothing in this article shall be construed
to give Owner title to or to prevent Tenant's removal of trade
fixtures, moveable office furniture and equipment, but upon
removal of any such from the premises or upon removal of
other installation as may be required by Owner, Tenant shall
immediately and at its expense, repair and restore the
premises to the condition existing prior to installation and
repair any damage to the demised premises or the building
due to such removal.  All property permitted or required to
be removed by Tenant at the end of the term remaining in the
premises after Tenant's removal shall be deemed abandoned
and may, at the election of Owner, either be retained as
Owner's property or may be removed from the premises by
Owner at Tenant's expense.

Repairs:  4. Owner shall maintain and repair the public
portions of the building, both exterior and interior, except
that if Owner allows Tenant to erect on the outside of the
building a sign or signs, or a hoist, lift or sidewalk elevator
for the exclusive use of Tenant, Tenant shall maintain such
exterior installations in good appearance and shall cause the
same to be operated in a good and workmanlike manner and
shall make all repairs thereto necessary to keep same in good
order and condition, at Tenant's own cost and expense, and
shall cause the same to be covered by the insurance provided
for hereafter in Article 8.  Tenant shall, throughout the term
of this lease, take good care of the demised premises and the
fixtures and appurtenances therein, and the sidewalks
adjacent thereto, and at its sole cost and expense, make all
non-structural repairs thereto as and when needed to preserve
them in good working order and condition, reasonable wear
and tear, obsolescence and damage from the elements, fire or
other casualty, excepted.  If the demised premises be or
become infested with vermin, Tenant shall at Tenant's
expense, cause the same to be exterminated from time to
time to the satisfaction of Owner.  Except as specifically
provided in Article 9 or elsewhere in this lease, there shall be
no allowance to the Tenant for the diminution of rental value
and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from
Owner, Tenant or others making or failing to make any
repairs, alterations, additions or improvements in or to any
portion of the building including the erection or operation of
any crane, derrick or sidewalk shed, or in or to the demised
premises or the fixtures, appurtenances or equipment thereof.
It is specifically agreed that Tenant shall be not entitled to
any set off or reduction of rent by reason of any failure of
Owner to comply with the covenants of this or any other
article of this lease.  Tenant agrees that Tenant's sole remedy
at law in such instance will be by way of an action for
damages for breach of contract.  The provisions of this
Article 4 with respect to the making of repairs shall not apply
in the case of fire or other Casualty which are dealt with in
Article 9 hereof.

Window Cleaning:    5. Tenant will not clean nor require,
permit, suffer or allow any window in the demised premises
to be cleaned from the outside in violation of Section 202 of
the New York State Labor Law or any other applicable law
or of the Rules of the Board of Standards and Appeals, or of
any other Board or body having or asserting jurisdiction.

Requirements of
Law, Fire Insurance: 6. Prior to the commencement of the
lease term, if Tenant is then in possession , and at all times
thereafter, Tenant, at Tenant's sole cost and expense, shall
promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local
governments, departments, commissions and boards and any
direction of any public officer pursuant to law, and all orders,
rules and regulations of the New York Board of Fire
Underwriters or the Insurance Services Office, or any similar
body which shall impose any violation, order or duty upon
Owner or Tenant with respect to the demised premises, and
with respect to the portion of the sidewalk adjacent to the
premises, if the premises are on the street level, whether or
not arising out of Tenant's use or manner of use of the
premises or the building (including the use permitted under
the lease).  Except as provided in Article 29 hereof, nothing
herein shall require Tenant to make structural repairs or
alterations unless Tenant has by its manner of use of the
demised premises or method of operation therein, violated
any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto.  Tenant shall not do or
permit any act or thing to be done in or to the demised
premises which is contrary to law, or which will invalidate
or be in conflict with public liability, fire or other policies of
insurance at any time carried by or for the benefit of Owner.
Tenant shall pay all costs, expenses, fines, penalties or
damages, which may be imposed upon Owner by reason of
Tenant's failure to comply with the provisions of this article.
If the fire insurance rate shall, at the beginning of the lease
or at any time thereafter, be higher than it otherwise would
be, then Tenant shall reimburse Owner, as additional rent
hereunder, for the portion of all fire insurance premiums
thereafter paid by Owner which shall have been charged
because of such failure by Tenant, to comply with the terms
of this article. In any action or proceeding wherein Owner
and Tenant are parties, a schedule or "make-up" of rate for
the building or demised premises issued by a body making
fire insurance rates applicable to 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.

          Sub-
                    ordination:         7.  This lease is subject
and
                    subordinate to all ground or
                    underlying leases
and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a
part and to all renewals, modifications, consolidations,
replacements and extensions of any such underlying leases
and mortgages.  This clause shall be self-operative and no
further instrument of subordination shall be required by any
ground or underlying lessor or by any mortgagee, affecting
any lease or the real property of which the demised premises
are a part.  In confirmation of such subordination, Tenant
shall from time to time execute promptly any certificate that
Owner may request.

Tenant's Liability
Insurance Property
Loss, Damage,
                    Indemnity:          8.  Owner or  its  agents
shall not be
                    liable for  any damage to property of
Tenant or of others entrusted to employees of the building,
nor for loss of or damage to any property of Tenant by theft
or other wise, nor for any injury or damage to persons or
property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its
agents, servants or employees.  Owner or its agents will not
be liable for any such damage caused by other tenants or
persons in, upon or about said building or caused by
operations in construction of any private, public or quasi
public work.  Tenant agrees, at Tenant's sole cost and
expense, to maintain general public liability insurance in
standard form in favor of Owner and Tenant against claims
for bodily injury or death or property damage occurring in or
upon the demised premises, effective from the date Tenant
enters into possession and during the term of this lease.
Such insurance shall be in an amount and with carriers
acceptable to the Owner.  Such policy or policies shall be
delivered to the Owner.  On Tenant's default in obtaining or
delivering any such policy or policies or failure to pay the
charges therefor, Owner may secure or pay the charges for
any such policy or policies and charge the Tenant as
additional rent therefor.  Tenant shall indemnify and save
harmless Owner against and from all liabilities, obligations,
damages, penalties, claims, costs and expenses for which
Owner shall not be reimbursed by insurance, including
reasonable attorneys fees, paid, suffered or incurred as a
result of any breach by Tenant, Tenant's agent, contractors,
employees, invitees, or licensees, of any covenant on
condition of this lease, or the carelessness, negligence or
improper conduct of the Tenant, Tenant's agents,
contractors, employees, invitees or licensees.  Tenant's
liability under this lease extends to the acts and omissions of
any subtenant, and any agent, contractor, employee, invitee
or licensee of any subtenant. In case any action or proceeding
is brought against Owner by reason of any such claim,
Tenant, upon written notice from Owner, will at Tenant's
expense, resist or defend such action or proceeding by
counsel approved by Owner in writing, such approval not to
be unreasonably withheld.

Destruction,
Fire,
and Other
               Casualty:      9.  (a) If the demised premises or
any
               part thereof shall be damaged by fire
or other casualty, Tenant shall give immediate notice thereof
to Owner and this lease shall continue in full force and effect
except as hereinafter set forth.  (b) If the demised premises
are partially damaged or rendered partially unusable by fire
or other casualty, the damages thereto shall be repaired by
and at the expense of the Owner and the rent and other items
of additional rent, until such repair shall be substantially
completed, shall be apportioned from the day following the
casualty according to the part of the premises which is
usable.  (c) If the demised premises are totally damaged or
rendered wholly unusable by fire or other casualty then the
rent and other items of additional rent as hereinafter
expressly provided shall be proportionately paid up to the
time of the casualty and thence forth shall cease until the
date when the premises shall have been repaired and restored
by Owner (or sooner preoccupied in part by Tenant then rent
shall be apportioned as provided in subsection (b) above),
subject to Owner's right to elect not to restore the same as
hereinafter provided.  (d) if the demised premises are
rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building
shall be so damaged that Owner shall decide to demolish it
or to rebuild it, then, in any of such events, Owner may elect
to terminate this lease by written notice to Tenant given
within 90 days after such fire or casualty or 30 days after
adjustment of the insurance claim for such fire or casualty,
whichever is sooner, specifying a date for the expiration of
the lease, which date shall not be more than 60 days after the
giving of such notice, and upon the date specified in such
notice the term of this lease shall expire as fully and
completely as if such date were the date set forth above for
the termination of this lease and Tenant shall forthwith quit,
surrender and vacate the premises without prejudice
however, to Owner's rights and remedies against Tenant
under the lease provisions in effect prior to such termination,
and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of
any period subsequent to such date shall be returned to
Tenant. Unless Owner shall serve a termination notice as
provided for herein, Owner shall make the repairs  and
restorations under the conditions of (b) and (c) hereof, with
all reasonable expedition subject to delays due to adjustment
of insurance claims, labor troubles and causes beyond
Owner's control.  After any such casualty, Tenant shall
cooperate with Owner's restoration by removing from the
premises as promptly as reasonably possible, all of Tenant's
salvageable inventory and movable equipment, furniture, and
other property.  Tenant's liability for rent shall resume five
(5) days after written notice from Owner that the premises
are substantially ready for Tenant's occupancy.  (e)  Nothing
contained hereinabove shall relieve Tenant from liability that
may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, including Owner's obligation
to restore under subparagraph (b) above, each party shall
look first to any insurance in its favor before making any
claim against the other party for recovery for loss or damage
resulting from fire or other casualty, and to the extent that
such insurance is in force and collectible and to the extent
permitted by law, Owner and Tenant each hereby releases
and waives all right of recovery with respect to
subparagraphs (b), (d) and (e) above, against the other or any
one claiming through or under each of them by way of
subrogation or otherwise. The release and waiver herein
referred to shall be deemed to include any loss or damage to
the demised premises and/or to any personal property,
equipment, trade fixtures, goods and merchandise located
therein.  The foregoing release and waiver shall be in force
only if both releasers' insurance p policies contain a clause
providing that such a release or waiver shall not invalidate
the insurance.  Tenant acknowledges that Owner will not
carry insurance on Tenant's furniture and/or furnishings or
any fixtures or equipment, improvements, or appurtenances
removable by Tenant and agrees that Owner will not be
obligated to repair any damage thereto or replace the same.
(f) Tenant hereby waives the provisions of Section 227 of the
Real Property Law and agrees that the provisions of this
article shall govern and control in lieu thereof.


Eminent
               Domain:        10.  If the whole or any part of
the
               demised premises  shall be acquired
               or
condemned by Eminent Domain for any public or quasi
public use or purpose, then and in the event, the term of this
lease shall cease and terminate from the date of title vesting
in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease.  Tenant shall have
no claim for the value of any unexpired term of said lease.
Tenant shall have the right to make an independent claim to
the condemning authority for the value of Tenant's moving
expenses and personal property, trade fixtures and
equipment, provided Tenant is entitled pursuant to the terms
of the lease to remove such property, trade fixtures and
equipment at the end of the term and provided further such
claim does not reduce Owner's award.

Assignment,
Mortgage,
                    Etc.,               11.  Tenant, for itself, its
heirs,
                    distributees, executors,
                    administrators, legal
representatives, successors and assigns expressly covenants
that it shall not assign, mortgage or encumber this
agreement, nor underlet, or suffer or permit the demised
premises or any part thereof to be used by others, without the
prior written consent of Owner in each instance.  Transfer of
the majority of the stock of a corporate tenant or the majority
partnership interest of a partnership tenant shall be deemed
an assignment.  If this lease be assigned, or if the demised
premises or any part thereof be underlet or occupied by
anybody other than Tenant, Owner 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 not such assignment, underletting,
occupancy or collection shall be deemed a waiver of the
covenant, or the acceptance of the assignee, undertenant 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 Owner to an assignment or
underletting shall not in any way be construed to relieve
Tenant from obtaining the express consent in writing of
Owner to any further assignment or underletting.

Electric
               Current:       12.  Rates and conditions in respect
               to sub-metering or rent inclusion, as
               the
case may be, to be added in RIDER attached hereto.  Tenant
covenants and agrees that at all times its use of electric
current shall not exceed the capacity of existing feeders to
the building or the risers or wiring installation and Tenant
may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such
installations or interfere with the use thereof by other tenants
of the building.  The change at any time of the character of
electric service shall in no way make Owner liable or
responsible to Tenant, for any loss, damages or expenses
which Tenant may sustain.

Access to
               Premises:      13.  Owner or Owner's agents shall
               have the right (but shall not be
               obligated)
to enter the demised premises in any emergency at any time,
and, at other reasonable times, to examine the same and to
make such repairs, replacements and improvements as
Owner may deem necessary and reasonably desirable to any
portion of the building or which Owner may elect to
perform, in the premises, following Tenant's failure to make
repairs or perform any work which Tenant is obligated to
perform under this lease, or for the purpose of complying
with laws, regulations and other directions of governmental
authorities.  Tenant shall permit Owner to use and maintain
and replace pipes and conduits in and through the demised
premises and to erect new pipes and conduits therein,
provided they are concealed within the walls, floors or
ceiling, wherever practicable. Owner may, during the
progress of any work in the demised premises, take all
necessary materials and equipment into said premises
without the same constituting an eviction nor shall the
Tenant be entitled to any abatement of rent while such work
is in progress nor to any damages by reason of loss or
interruption of business or otherwise. Throughout the term
hereof Owner shall have the right to enter the demised
premises at reasonable hours for the purpose of showing the
same to prospective purchasers or mortgagees of the
building, and during the last six months of the term for the
purpose of showing the same to prospective tenants and may,
during said six months period, place upon the demised
premises the usual notice "To Let" and "For Sale" which
notices Tenant shall permit to remain thereon without
molestation. if Tenant is not present to open and permit an
entry into the demised premises, Owner or Owner's agents
may enter the same whenever such entry may be necessary
or permissible by master key or forcibly and provided
reasonable care is exercised to safeguard Tenant's property,
such entry shall not render Owner or its agents liable
therefor, nor in any even shall the obligations of Tenant
hereunder be affected.  If during the last month of term
Tenant shall have removed all or substantially all of Tenant's
property therefrom, Owner may immediately enter, alter,
renovate or redecorate the demised premises without
limitation or abatement of rent, or incurring liability to
Tenant for any compensation and such act shall have no
effect on this lease or Tenant's obligations hereunder. Owner
shall have the right at any time, without the same
constitution an eviction and without incurring liability to
Tenant therefor to change the arrangement and/or location of
public entrances, passageways, doors, doorways, corridors,
elevators, stairs, toilets, or other public parts of the building
and to change the name, number or designation by which the
building may be known.

Vault,
Vault Space,
                    Area:               14.  No vaults, vault
space or area,
                    whether or not enclosed or covered,
                    not
within the property line of the building is leased hereunder,
anything contained in or indicated on any sketch, blue print
or plan, or anything contained elsewhere in this lease to the
contrary notwithstanding. Owner makes no representation as
to the location of the property line of the building.  All vaults
and vault space and all such areas not within the property
line of the building, which Tenant may be permitted to use
and/or occupy, is to be used an/or occupied under a
revocable license, and if any such license be revoked, or if
the amount of such space or area be diminished or required
by any federal, state or municipal authority or public utility,
Owner 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, diminution or requisition
be deemed constructive or actual eviction. Any tax, fee or
charge of municipal authorities for such vault or area shall be
paid by Tenant.

                    Occupancy:          15.  Tenant will not
at any time use or
                    occupy the demised premises in
violation of Articles 2 or 37 hereof, or of the certificate of
occupancy issued for the building of which the demised
premises are a part.  Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with
respect to Owner's work, if any.  In any event, Owner makes
no representation as to the condition of the premises and
Tenant agrees to accept the same subject to violations
whether or not of record.

                    Bankruptcy:         16.  (a) Anything
elsewhere in this
                    lease to the contrary notwithstanding,
                    this
lease may be canceled by Landlord by the sending of a
written notice to Tenant within a reasonable time after the
happening of any one or more of the following events: (1)
the commencement of a case in bankruptcy or under the laws
of any state naming Tenant as the debtor; or (2) the making
by Tenant of an assignment or any other arrangement for the
benefit of creditors under any state statue.  Neither Tenant
nor any person claiming through or under Tenant, or by
reason of any statute or order of court, shall thereafter be
entitled to possession of the premises demised but shall
forthwith quit and surrender the premises. If this lease shall
be assigned in accordance with its terms, the provisions of
this Article 16 shall be applicable only to the party then
owning Tenant's interest in this lease.
               (2)  It is stipulated and agreed that in the event of
          the termination of this lease pursuant
to (a) hereof, Owner 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 fair and reasonable rental value of the demised premises
for the dame 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 the Owner for the unexpired term of said lease,
or any part thereof, before presentation of proof of such
liquidated damages to any court, commission or tribunal, the
amount of rent reserved upon such re-letting shall be deemed
to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-
letting. Nothing herein contained shall limit or prejudice the
right of the Owner 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:       17.  (1) 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 if the demised premises become vacant or deserted; or 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 by someone other than Tenant; or
if this lease be rejected under Section 365 of Title II of the
U.S. Code (Bankruptcy Code); or if Tenant shall fail to move
into or take possession of the premises within 30 (30) days
after the commencement of the term of this lease, of which
fact Owner shall be the sole judge; then in any one or more
of such events, upon Owner serving a written fifteen (15)
days notice upon Tenant specifying the nature of said default
and upon the expiration of said fifteen 915) 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 a
nature that the same cannot be completely cured or remedied
within said fifteen (15)  day period, and if Tenant shall not
have diligently commenced curing such default within such
fifteen (15) day period, and shall not thereafter with
reasonable diligence and in good faith proceed to remedy or
cause such default then Owner may serve a written five (5)
days notice of cancellation of this lease upon Tenant, and
upon the expiration of said five (5) days, this lease and the
term thereunder shall end and expire as fully and completely
as if the expiration of such five 95) 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 Owner but Tenant shall remain
liable as hereinafter provided.
               (2)  If the notice provided for in (1) hereof shall
          have been given, and the term shall
expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved hererin or any item of
additional rent herein mentioned or any part of either or in
making any other payment herein required; then and in any
of such events Owner may dispossess Tenant by summary
proceedings or other legal remedies available.

Remedies of Owner
and Waiver of
                    Redemption:         18.  In  case of  any
  such default,  re-
                    entry, expiration and/or dispossess by
summary proceedings or other wise, (a) the rent, and
additional rent, shall become due thereupon and be paid up
to the time of such re-entry, dispossess and/or expiration. (b)
Owner may re-let the premisses or any part or parts thereof
either in the name of Owner or otherwise, for a term or
terms, which may at Owner's option be less than or exceed
the period which would otherwise have constituted the
balance of the term of this lease and may gant concessions or
free rent or charge a higher rental than that in this lease,
and/or (c) Tenant or the legal representatives of Tenant shall
also pay Owner as liquidated damages for the failure of
Tenant to observe and perform said Tenant's covenants
herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if
any, of the rents collected on account of the subsequent lease
or leases of the demised premises for each month of the
period which would otherwise have constituted the balance
of the term of this lease.  The failure of Owner to re-let the
premises or any part or parts thereof shall not release or
affect Tenant's liability for damages.  in computing such
liquidated damages there shall be added to the said
deficiency such expenses as Owner may incur in connection
with re-letting, such as legal expenses, reasonable attorney's
fees, brokerage, advertising and for keeping the demised
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.  Owner, in putting the demised premises in good
order or preparing the same for re-rental may, at Owner's
option, make such alterations, repairs, replacements, and/or
decorations in the demised premises as Owner, in Owner's
sole judgement, considers advisable and necessary for the
purpose of re-letting the demised premises, and the making
of such alterations, repairs, replacements, and/or decorations
shall not operate or be construed to release Tenant from
liability.  Owner shall in no event be liable in any way
whatsoever for failure to re-let the demised premises, or in
the event that the demised premises are re-let, for failure to
collect the rent thereof under such re-letting, and in no event
shall Tenant be entitled to receive any excess, if any, of such
net rent collected over the sums payable by Tenant to Owner
hereunder.  In the event of a breach or threatened breach by
Tenant or any of the covenants or provisions hereof, Owner
shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided
for. Mention in this lease of any particular remedy, shall not
preclude Owner from any other remedy, in law or in equity.
Tenant hereby expressly waives any and all rights of
redemption granted by or under present or future laws.

Fees and
               Expenses:      19.  If Tenant shall default in the
               observance or performance of any
               term or
covenant on Tenant's part to be observed or performed under
or by virtue of any of the terms or provisions in any article of
this lease, after notice if required and upon expiration of any
applicable grace period if any, (except in an emergency),
then, unless otherwise provided elsewhere in this lease,
Owner may immediately or at any time thereafter and
without notice perform the obligation of Tenant thereunder,
and if Owner, in connection therewith or in connection with
any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the
payment of money, including but not limited to reasonable
attorney's fees, in instituting, prosecuting or defending any
actions or proceeding and prevails in any such action or
proceeding, such sums so paid or obligations incurred with
interest and costs shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Owner within ten
(10) days of rendition of any bill or statement to Tenant
therefor, and if Tenant's lease term shall have expired at the
time of making of such expenditures or incurring of such
obligations, such sums shall be recoverable by Owner as
damages.

No Repre-
sensations by
               Owner:         20.  Neither  Owner  nor  Owner's
               agent  have made any representations
               or
promises with respect to the physical condition of the
building, the land upon which it is erected or the demised
premises, the rents, leases, expenses of operation, or any
other matter or thing affecting or related to the premises
except as herein expressly set forth and no rights, easements
or licenses are acquired by Tenant by implication or
otherwise except as expressly set forth in the provisions of
this lease.  Tenant has inspected the building and the
demised premises and is thoroughly acquainted with their
condition, and agrees to take the same "as is" and
acknowledges that the taking of possession of the demised
premises by Tenant shall be conclusive evidence that the said
premises an d the building of which the same form a part
were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects.  All
understandings and agreements heretofore made between the
parties hereto are merged in this contract, which alone fully
and completely expresses the agreement between Owner and
Tenant and any executory agreement hereafter made shall be
ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part, unless such executory
agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or
abandonment is sought.

End of
                    Term:               21.  Upon the expiration
or other
                    termination of the term of this lease,
                    Tenant
shall quit and surrender to Owner the demised premises,
broom clean, in good order and condition, ordinary wear
excepted, and Tenant hall remove all its property.  Tenant's
obligation to observe or perform this covenant shall survive
the expiration or other termination of this lease.  If the last
day of the term of this lease or any renewal thereof, falls on
Sunday, this lease shall expire at noon on the preceding
Saturday unless it be a legal holiday in which case it shall
expire at noon on the preceding business day.

Quiet
                    Enjoyment:          22.  Owner covenants and
agrees
                    with Tenant that upon Tenant paying
                    the
rent and additional rent and observing and performing all the
terms, covenants and conditions, on Tenant's part to be
observed and performed, Tenant may peaceably and quietly
enjoy the premises hereby demised, subject, nevertheless, to
the terms and conditions of this lease including, but not
limited to, Article 33 hereof and to the ground leases,
underlying leases and mortgages hereinbefore mentioned.

Failure to
Give
                    Possession:         23.  If Owner is unable to
give
                    possession of the demised premises
                    on the
date of the commencement of the term hereof, because of the
holding-over or retention of possession of any tenant,
undertenant or occupants, or if the premises are located in a
building being constructed, because such building has not
been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of
occupancy has not been procured or for any other reason,
Owner shall not be subject to any liability for failure to give
possessions on said date and the validity of the lease shall
not be impaired under such circumstances, nor shall the same
be construed in any way to extend the term of this lease, but
the rent payable hereunder shall be abated (provided Tenant
is not responsible for the inability to obtain possession or
complete construction) until after Owner shall have given
Tenant written notice that the Owner is able to deliver
possession n the condition required by this lease.  if
permission is given to Tenant to enter into the possession of
the demised premises or to occupy premises other than the
demised premises prior to the date specified as the
commencement of the term of this lease, Tenant covenants
and agrees that such possession and/or occupancy shall be
deemed to be under all the terms, covenants, conditions and
provisions of this lease except the obligation to pay the fixed
annual rent set forth in page one of this lease.   The
provisions of this article are intended to constitute "an
express provision to the contrary" within the meaning of
Section 223 of the New York Real Property Law.

                    No Waiver:          24.  The failure of Owner
to seek
                    redress for violation of, or to insist
                    upon the
strict performance of any covenant or condition of this lease
or of any of the Rules or Regulations set forth or hereafter
adopted by Owner, shall not prevent a subsequent act which
would have originally constituted a violation from having all
the force and effect of an original violation. the receipt by
Owner of rent and/or additional rent with knowledge of the
breach of any covenant of this lease shall not be deemed a
waiver of such breach and no provision of this lease shall be
deemed to  have been waived by Owner unless such waiver
be in writing signed by Owner.  No payment by Tenant or
receipt by Owner of a lesser amount than the monthly rent
herein stipulated shall be deemed to be other than on account
of the earliest stipulated rent, nor shall any endorsement or
statement of any check or any letter accompanying any check
or payment as rent be deemed an accord and satisfaction, and
Owner may accept such check or payment without prejudice
to Owner's right to recover the balance of such rent or
pursue any other remedy in this lease provided. No act or
thing done by Owner or Owner's agents during the term
hereby demised shall be deemed in acceptance of a surrender
of said premises and no agreement to accept such surrender
shall be valid unless in writing signed by Owner.  No
employee of Owner or Owner's agent shall have any power
to accept the keys of said premises prior to the termination
of the lease and the delivery of keys to any such agent or
employee shall not operate as a termination of the lease or a
surrender of the premises.

Waiver of
               Trial by Jury: 25.  It  is  mutually  agreed  by  and
               between  Owner  and  Tenant  that
               the
respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other (except for
personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this
lease, the relationship of Owner and Tenant, Tenant's use of
or occupancy of said premises, and any emergency statutory
or any other statutory remedy.  It is further mutually agreed
that in the event Owner commences any proceeding or action
for possession including a summary proceeding for
possession of the premises, Tenant will not interpose any
counterclaim of whatever nature or description in any such
proceeding, including a counterclaim under Article 4 except
for statutory mandatory counterclaims.

Inability to
               Perform:       26.  This  lease  and  the obligation
               of  Tenant  to  pay  rent hereunder
               and
perform all of the other covenants and agreements hereunder
on part of Tenant to be performed shall in no way be
affected, impaired or excused because Owner is unable to
fulfill any of its obligations under this lease or to supply or
is delayed in supplying any service expressly or impliedly to
be supplied or is unable to make, or is delayed in making any
repair, additions, alterations or decorations or is unable to
supply or is delayed in supplying any equipment, fixtures or
other materials if Owner is prevented or delayed from so
doing by reason of strike or labor troubles, government
preemption or restrictions or by reason of any rule, order or
regulation of any department or subdivision thereof of any
government agency or by reason of the conditions of which
have been or are affected, either directly or indirectly, by war
or other emergency, or when, in the judgement of Owner,
temporary interruption of such services is necessary by
reason of accident, mechanical breakdown, or to make
repairs, alterations or improvements.

Bills and
               Notice:        27.  Except as otherwise in this lease
               provided, a bill,  statement,  notice or
communication which Owner may desire or be required to
give to Tenant, shall be deemed sufficiently given or
rendered if, in writing, delivered to Tenant personally or sent
by registered or certified mail addressed to Tenant at the
building of which the demised premises form a part or at the
last known residence address or business address of Tenant
or left at any of the aforesaid premises addressed to Tenant,
and the time of the rendition of such bill or statement and of
the gibing of such notice or communication shall be deemed
to be the time when the same is delivered to Tenant, mailed,
or left at the premises as herein provided any notice by
Tenant to Owner must be served by registered or certified
mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by
written notice.

Water
               Charges:       28.  If Tenant requires uses or
               consumes water for any purpose in
               addition to
ordinary lavatory purposes (of which fact Tenant constitutes
Owner to be the sole judge) Owner may install a water meter
and thereby measure Tenant's water consumption for all
purposes.  Tenant shall pay Owner for the cost of the meter
and the cost of the installation thereof and throughout the
duration of Tenant's occupancy Tenant shall keep said meter
and installation equipment in good working order and repair
at Tenant's own cost and expense.  Tenant agrees to pay for
water consumed, as shown on said meter as and when bills
are rendered. Tenant covenants and agrees to  pay the sewer
rent, charge or any other tax, rent, levy or charge which now
or hereafter is assessed, imposed or a lien upon the demised
premises or the realty of which they are part pursuant to law,
order or regulation made or issued in connection with the
use, consumption, maintenance or supply of water, water
system or sewage or sewage connection or system.  The bill
rendered by Owner shall be payable by Tenant as additional
rent.  If the building or the demised premises or any part
thereof be supplied with water through a meter through
which water is also supplied to other premises Tenant shall
pay to Owner as additional rent, on the first day of each
month, ________% ($__________________) of the total
meter charges, a Tenant's portion.  independently of and in
addition to any of the remedies reserved to Owner
hereinabove or elsewhere in this lease, Owner may sue for
and collect any monies to be paid by Tenant or paid by
Owner for any of the reasons or purposes hereinabove set
forth.

                    Sprinklers:         29.  Anything elsewhere
in this lease
                    to the contrary notwithstanding, if the
New York Board of Fire Underwriters or the Insurance
Services Office or any bureau, department or official of the
federal, state or city government require or recommend the
installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or
other  equipment be made or supplied in an existing sprinkler
system 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 sprinkler
system installations, changes modifications, alterations,
additional sprinkler heads or other such equipment, become
necessary to prevent the imposition of a penalty or charge
against the full allowance for a sprinkler system in the fire
insurance rate set by any said Exchange or by any fire
insurance company, Tenant shall, at Tenant's expense,
promptly make such sprinkler system installations, changes,
modifications, alterations, and supply additional sprinkler
heads or other equipment as required whether the work
involved shall be structural or non-structural in nature.
Tenant shall pay to Owner as additional rent the sum of
$_________________, on the first day of each month during
the term of this lease, as Tenant's portion of the contract
price for sprinkler supervisory service.

Elevators,
Heat,
               Cleaning:      30.  As long as Tenant  is  not in
               default  under any of the covenants of
               this
lease beyond the applicable grace period provided in this
lease for the curing of such defaults, Owner shall, if and
insofar as existing facilities permit furnish heat to the
demised premises, when and as required by law, on business
days from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00
a.m. to 1:00 p.m.  Tenant shall at Tenant's expense, keep
demised premises clean and in order, to the satisfaction to
Owner, and if demised premises are situated on the street
floor, Tenant shall , at Tenant's own expense, make all
repairs and replacements to the sidewalks and curbs adjacent
thereto, and keep said sidewalks and curbs free from snow,
ice, dirt and rubbish. Tenant shall pay to Owner the cost of
removal of any of Tenant's refuse and rubbish from the
building.  Bills for the same shall be deemed to be, and be
paid as, additional rent.  Tenant shall, however, have the
option of independently contracting for the removal of such
rubbish and refuse in the event that Tenant does not wish to
have same done by employees of Owner.  Under such
circumstances, however, the removal of such refuse and
rubbish by others shall be subject to such rules and
regulations as, in the judgment of Owner, are necessary for
the proper operation of the building.

               Security:      31.  Tenant has deposited with Owner
               the sum of $25500.00 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,
Owner 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 Owner may expend
or may be required to expend by reason of Tenant's default
in respect of any of the terms, covenants, and conditions of
this lease, including but not limited to, any damages or
deficiency in the re-letting of the premises, whether such
damages or deficiency accrued before or after summary
proceedings or other re-entry by Owner.  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 deliver of entire possession of the
demised premises to Owner. in the event of a sale of the land
and building or leasing of the building, of which the demised
premises for a part, Owner shall have the right to transfer the
security to the vendee or lessee and Owner shall thereupon
be released by Tenant from all liability 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 Owner. 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 Owner nor its
successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted
encumbrance.

               Captions:      32.  The  Captions  are  inserted
 only
               as  a  matter  of convenience and for
reference and in no way define, limit or describe the scope of
this lease nor the intent of any provision thereof.

                    Definitions:        33.  The term "Owner" as
used  in
                    this  lease means only the Owner, or
                    the
mortgagee in possession, for the time being of the land and
building (or the Owner of a lease of the building or of the
land and building) of which the demised premises form a
part, 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 of the land and building, the said Owner shall be
and hereby is entirely freed and relieved of all covenants and
obligations of Owner hereunder, and it shall be deemed and
construed without further agreement between the parties and
the purchaser, at any such sale, or the said lessee of the
building, or of the land and building, that the purchaser or
the lessee of the building has assumed and agreed to carry
out any and all covenants and obligations of Owner
hereunder. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.
The term "business days" as used in this lease shall exclude
Saturdays, Sundays and all days designated as holidays by
the applicable building service union employees service
contract or by the applicable Operating Engineers contract
with respect to HVAC service.  Wherever it is expressly
provided in this lease that consent shall not be unreasonably
withheld, such consent shall not be unreasonable delayed.

Adjacent
Excavation-
               Shoring:       34.  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 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
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 Owner, or diminution or
abatement of rent.

Rules and
                    Regulations:        35.  Tenant and Tenant's
servants,
                    employees, agents, visitors, and
                    licensees
shall observe faithfully, and comply strictly with the Rules
and Regulations and such other and further reasonable Rules
and Regulations as Owner or Owner's agents may from time
to time adopt.  Notice of any additional rules or regulations
shall be given in such manner as Owner may elect. In case
Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Owner or Owner's
agens, the parties hereto agree to submit the question of the
reasonableness of such Rule or Regulation for decision of the
New York office of the American Arbitration Association,
whose determination shall be final and conclusive upon the
parties hereto.  The right to dispute the reasonableness of any
additional Rule or Regulation upon Tenant's part shall be
deemed waived unless the same shall be asserted by service
of a notice, in writing upon Owner within fifteen (15) days
after the giving of notice thereof.  Nothing in this lease
contained shall be construed to impose upon Owner any duty
or obligation to enforce the Rules and Regulations or terms,
covenants or conditions in any other lease, as against any
other tenant and Owner shall not be liable to Tenant for
violation of the same by any other tenant, its servants,
employees, agents, visitors or licensees.

Glass:         36. Owner shall replace, at the
expense of Tenant, from any and all plate and other  glass
damaged or broken from any cause whatsoever in and about
the demised premises.  Owner may insure, and keep insured,
at Tenant's expense, all plate and other glass in the demised
premises for and in the name of Owner.  Bills for the
premiums therefor shall be rendered by Owner to Tenant at
such times as Owner may elect, and shall be due from, and
payable by, Tenant when rendered, and the amount thereof
shall be deemed to be, and be paid as, additional rent.

Pornographic
Uses Prohibited:        37.  Tenant agrees that the value of
the demised premises and the reputation of the Owner will
be seriously injured if the premises are used for any obscene
or pornographic purposes or any sort of commercial sex
establishment.  Tenant agrees that Tenant will not bring or
permit any obscene or pornographic material on the
premises, and shall not permit or conduct any obscene, nude,
or semi-nude live performances on the premises, nor permit
use of the premises for nude modeling, rap sessions, or as a
so called rubber goods shops, or as a sex club of any sort, or
as a "massage parlor." Tenant agrees further that Tenant will
not permit any of these uses by any sublessee or assignee of
the premises.  This Article shall directly bind any successors
in interest to the Tenant.  Tenant agrees that if at any time
Tenant violates any of the provisions of this Article, such
violation shall be deemed a breach of a substantial obligation
of the terms of this lease and objectionable conduct.
Pornographic material is defined for purposes of this Article
as any written or pictorial manner with prurient sexual
activity.  Obscene material is defined here as it is in Penal
law Section 235.00.

Estoppel
Certificate:        38.  Tenant, at any time, and from
time to time, upon at least 10 days prior notice by Owner,
shall execute, acknowledge and deliver to Owner, and/or to
any other person, firm or corporation specified by Owner, a
statement certifying that this lease is unmodified and in full
force and effect (or, if there had been modifications, that the
same is in full force and effect as modified and stating the
modifications), stating the dates which the rent and
additional rent have been paid, and stating whether or not
there exists any defaults by Owner under this lease, and, if
so, specifying each such default.

Successors
and Assigns:        39.  The covenants, conditions and
agreements contained in this lease shall bind and inure to the
benefit of the Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and
except as otherwise provided in this lease, their assigns.
Tenant shall look only to Owner's estate and interest in the
land and building for the satisfaction of Tenant's remedies
for the collection of a judgement (or other judicial process)
against Owner in the event of any default by Owner
hereunder, and no other property or assets of such Owner (or
any partner, member, officer or director thereof, disclosed or
undisclosed), 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
of Owner and Tenant hereunder, or Tenant's use and
occupancy of the demised premises.


In Witness Whereof, Owner and Tenant have respectively
signed and sealed this lease as of the day and year first above
written.


Witness for Owner:
 ...................................................................

LANDLORD:   J. W. REALTY COMPANY


 ............................................................
 ...................................................................
                         BY:


Witness for Tenant:
 ...................................................................
                                   TENANT:
 RUSSIAN CHEF, INC.



 ............................................................
 ...................................................................
                                   BY:



<PAGE>
           ACKNOWLEDGEMENTS

CORPORATE OWNER
CORPORATE OWNER
STATE OF NEW YORK,     ss.:                  STATE
OF NEW YORK,      ss.:
County of                               County
of

     On this       day of             ,20         ,
 On
this       day of               ,20         ,
before me personally came                    before
me personally came
to me known, who being by me duly sworn,          to me
known, who being by me duly sworn,
did depose and say that he resides in             did
depose and say that he resides in
                              that he is the
                that he is the
of                                 of

the corporation described in and which            the
corporation described in and which
executed the foregoing instrument, as OWNER;
executed the foregoing instrument, as TENANT;
that he knows the seal of said corporation; the
that he
knows the seal of said corporation; the
seal affixed to said instrument is such corporate
 seal
affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board
seal;
that it was so affixed by order of the Board
of Directors of said corporation, and that he signed
  of
Directors of said corporation, and that he signed
his name thereto by like order.                   his
name thereto by like order.


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



INDIVIDUAL OWNER
INDIVIDUAL OWNER
STATE OF NEW YORK,      ss.:
STATE OF NEW YORK,     ss.:
County of
County of

     On this          day of       ,20      ,
  On
this          day of          ,20          ,
before me personally came                    before
me personally came
to be known and known to me to be the individual
 to be
known and known to me to be the individual
described in and who, as OWNER, executed the
described in and who, as TENANT, executed the
foregoing instrument and acknowledged to me
foregoing instrument and acknowledged to me
that
           he       that
                               he
executed the same.
executed the same.


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

<PAGE>
The undersigned Guarantor guarantees to Owner, Owner's
successors and assigns, the full performance and observance
of all the agreements to be performed and observed by
Tenant in the attached Lease, including the "Rules and
Regulation" as therein provided, without requiring any notice
to Guarantor or nonpayment, or nonperformance, or proof,
or notice of demand, to hold the undersigned responsible
under this guaranty, all of which the undersigned hereby
expressly waives and expressly agrees that the legality of this
agreement and the agreements of the Guarantor under this
agreement shall not be ended, or changed by reason of the
claims to Owner against Tenant of any of the rights or
remedies given to Owner as agreed in the attached Lease.
The Guarantor further agrees that this guaranty shall remain
and continue in full force and effect as to any renewal,
change or extension of the Lease.  As a further inducement
to Owner to make the Lease Owner and Guarantor agree that
in any action or proceeding brought by either Owner or the
Guarantor against the other on any matters concerning the
Lease or of this guaranty that Owner and the undersigned
shall and do waive trial by jury.

Dated:............................................

 ...................................................
Guarantor

 ..................................................
Witness

 ...............................................
Guarantor's Residence

 ..............................................
Business Address

 .............................................
Firm Name


                    STATE OF NEW YORK   )
                    ) ss.:
                    COUNTY OF           )


On this           day of          , 2000, before me
personally came                    to me known to me
to be the individual described in, and who executed the
foregoing Guaranty and acknowledged to me that he
executed the same.


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

          Notary
         IMPORTANT - PLEASE READ


RULES AND REGULATIONS ATTACHED TO AND
MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 35


1.   The sidewalks, entrances, driveways, passages,
courts, elevators, vestibules, stairways, corridors or halls
shall not be obstructed or encumbered by any Tenant or used
for any purpose other than for ingress to and egress from the
demised premises and for delivery of merchandise and
equipment in a prompt and efficient manner using elevators
and passageways designated for such delivery by Owner.
There shall not be used in any space, or in the public hall of
the 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 safeguards.

2.   If the premises are situated on the ground floor of the
building.  Tenant thereof shall further, at Tenant's expense,
keep the sidewalks and curb in front of said premises clean
and free from ice, snow, etc.

3.   The water and wash closets and plumbing fixtures
shall not be used for any purposes other than those for which
they were designed or constructed.

4.   Tenant shall not use, keep or permit to be used or
kept any foul or noxious gas or substance in the demised
premises, or permit or suffer the demised premises to be
occupied or used in a manner offensive or objectionable to
Owner or other occupants of the building by reason of noise,
odors and/or vibrations or interfere in any way with other
Tenants or those having business therein.

5.   No sign, advertisement, notice or other lettering shall
be exhibited, inscribed, painted or affixed by any Tenant on
any part of the outside of the demised premises or the
building or on the inside of the demised premises if the same
is visible from the outside of the premises without the prior
written consent of Owner, except that the name of Tenant
may appear on the entrance door of the premises.  In the
event of the violation of the foregoing by any Tenant, Owner
may remove same without any liability and may charge the
expense incurred by such removal to Tenant or Tenants
violating this rule.  Signs on interior doors and directory
tablet shall be inscribed, painted or affixed for each Tenant
by Owner at the expense of such Tenant, and shall be of a
size, color and style acceptable to Owner.

6.   No Tenant shall mark, paint, drill into, or in any way
deface any part of the demised premises or the building of
which they form a part.  No boring, cutting, or stringing of
wires shall be permitted, except with the prior written
consent of Owner, and as Owner may direct.  No Tenant
shall lay linoleum, or other similar floor covering, 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.

7.   Freight, furniture, business equipment, merchandise
and bulky matter of any description shall be delivered to and
removed from the premises only on the freight elevators and
through the service entrances and corridors, and only during
hours and in a manner approved by Owner.  Owner reserves
the right to inspect all freight to be brought into the building
and to exclude from the building all freight which violates
any of these Rules and Regulations or the lease of which
these Rules and Regulations are a part.

8.   Owner reserves the right to exclude from the building
between the hours of 6 P.M. and 8 A.M. and at all hours on
Sundays, and holidays all persons who do not present a pass
to the building signed by Owner.  Owner will furnish passes
to persons for whom any Tenant requests same in writing.
Each Tenant shall be responsible for all persons for whom he
requests such pass and shall be liable to Owner for all acts of
such person.

9.   Owner shall have the right to prohibit any advertising
by any Tenant which, in Owner's opinion, tends to impair the
reputation of Owner or its desirability as a building for stores
or offices, and upon written notice from owner, Tenant shall
refrain from or discontinue such advertising.

10.  Tenant shall not bring or permit to be brought or kept
in or on the demised premises, any inflammable,
combustible, or explosive, or hazardous fluid, material,
chemical or substance, or cause or permit any odors of
cooking or other processes, or any unusual or other
objectionable odors to permeate in or emanate from the
demised premises.

11.       Tenant shall not place a load on any floor of the
demised premises exceeding the floor load per square foot
area which it was designed to carry and which is allowed by
law.  Owner reserves the right to prescribe the weight and
position of all safes, business machines and mechanical
equipment.  Such installations shall be placed and
maintained by Tenant at Tenant's expense in setting
sufficient in Owner's judgment to absorb and prevent
vibration, noise and annoyance.

12.  Refuse and Trash - Tenant covenants and agrees, at
its sole cost and expense, to comply with all present and
future laws, orders and regulations of all state, federal,
municipal and local governments, departments, commissions
and boards regarding the collection, sorting, separation and
recycling of waste products, garbage, refuse and trash.
Tenant shall pay all costs, expenses, fines, penalties or
damages that may be imposed on Owner or Tenant by reason
of Tenant's failure to comply with the provisions of this
Building Rule 12, and, at Tenant's sole cost and expense,
shall indemnify, defend and hold Owner harmless (including
reasonable legal fees and expenses) from and against any
actions, claims and suits arising from such non-compliance,
utilizing counsel reasonably satisfactory to Owner.


Address

Premises
_______________________________________________
_______________________________

     TO

_______________________________________________
_______________________________


           STANDARD FORM OF

              STORE LEASE

_______________________________________________
_______________________________

Dated:                               , 2000


Rent Per Year


Rent Per Month


Term
From
To

Drawn by............................................

Checked by.........................................

Entered by...........................................

Approved by........................................
_______________________________________________
_______________________________









To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


               SCHEDULE A

Commencing.1/1/00 through 12/20/00 at the annual rental
rate of $102,000.00 (ONE HUNDRED TWO THOUSAND)
DOLLARS; $8500.00 per month;

Commencing 1/1/00 through 11/30/01 at the annual rental
rate of $105,060.00 (ONE HUNDRED FIVE THOUSAND
SIXTY) DOLLARS; $8755.00 per month;

Commencing 1/1/02 through 11/30/02 at the annual rental
rate of $108,211.80 (ONE HUNDRED EIGHT THOUSAND
TWO HUNDRED AND ELEVEN) DOLLARS; $9017.65
per month;

Commencing 1/1/03 through 11/30/03 at the annual rental
rate of $111,458.15 (ONE HUNDRED ELEVEN
THOUSAND FOUR HUNDRED FIFTY EIGHT)
DOLLARS; $9288.18 per month;

Commencing 1/1/04 through 11/30/04 at the annual rental
rate of $114,801.90 (ONE HUNDRED FOURTEEN
THOUSAND EIGHT HUNDRED AND ONE) DOLLARS;
$9566.82 per month;

Commencing 1/1/05 through 11/30/05 at the annual rental
rate of $118,245.95 (ONE HUNDRED EIGHTEEN
THOUSAND TWO HUNDRED FORTY FIVE) DOLLARS;
$9853.83 per month;

Commencing 1/1/06 through 11/30/06 at the annual rental
rate of $121,793.33 (ONE HUNDRED TWENTY ONE
THOUSAND SEVEN HUNDRED NINETY THREE)
DOLLARS; $10,149.44 per month;

Commencing 1/1/07 through 11/30/06 at the annual rental
rate of $125,447.13 (ONE HUNDRED TWENTY FIVE
THOUSAND FOUR HUNDRED FORTY SEVEN)
DOLLARS; $10,453.93 per month:

Commencing 1/1/08 through 11/30/08 at the annual rental
rate of $129,210.55 (ONE HUNDRED TWENTY NINE
THOUSAND TWO HUNDRED AND TEN) DOLLARS;
$10,767.55 per month;

Commencing 1/1/09 through 2/28/10 at the annual rental rate
of $133,086.86 (ONE HUNDRED THIRTY THREE
THOUSAND AND EIGHTY SIX) DOLLARS; $11,090.57
per month;

and subject to other charges as set forth

LANDLORD: J.W. REALTY COMPANY

BY:_______________________________
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


REAL ESTATE TAXES

     The Tenant agrees to pay as additional rent 6% of any
and all increases in Real Estate Taxes assessed and levied
against the property above the taxes for the year 7/1/99 to
6/30/00 (herein-after referred to as the "Tax Base Year") for
the building known as 132 Nassau Street, Borough of
Manhattan, City and State of New York, referred to as Block
92, Lot 30, of which the demised premises form a pang, or
whatever it shall be reduced to as a result of certiorari
proceedings presently pending as well as any special
assessment imposed upon the demised premises for any
purpose whatsoever including sewer rents, rates or charges,
or any other governmental charges whether general or
special, ordinary or extraordinary, foreseen or unforeseen,
which may be levied or assessed upon or with respect to all
or any part of the Real Property by the City or County of
New York or any other taxing authority in each and every
year during the term of this lease or any renewals thereof
whether the increase in taxation results from a higher tax rate
or an increase in the assessed valuation of the property or
both, such payments shall be appropriately prorated during
the first and last years of the term of this lease. Such
additional rental shall be paid to the Landlord in each year,
in advance, on or before the tenth (10th) day of July for the
first hill payment and monthly thereafter. If at any time
during the term the methods of taxation prevailing at the date
hereof shall be altered so that in lieu of or as an addition to
or as a substitute for the whole or any part of the taxes,
assessments, levies, impositions or charges now levied,
assessed or imposed on all or any pan of the Real Property,
there shall be levied., assessed or imposed (a) a tax,
assessment, levy, imposition or charge based on the rents
received therefrom whether or not wholly or partially as a
capital levy or otherwise, or (b) a tax, assessment, levy,
imposition, or charge measured by or based in whole or in
pan upon all or any part of the Real Property and imposed
upon Landlord., or (c) a license fee measured by the rent
payable by Tenant to Landlord, or (d) any other tax, levy,
imposition, charge, or license fee however described or
imposed, then all such taxes, assessments, levies,
impositions, charges or license fees or the part thereof so
measured or based, shall be deemed the Real Estate Taxes
referred to in this article.

     Tenant may not obtain all or any portion of the
benefits which may accrue to the Landlord from any
reduction in the assessed validation below the "Tax Base
Year" and/or any reduction Real Estate Tax rates as imposed
by the City of New York. Only the Landlord shall be eligible
to institute tax reduction or other proceeding and obtain a
rebate for periods during which Tenant paid his share of
increases, Landlord shall in that event, after deducting his
expenses, in connection therewith, return to Tenant his pro
rata share of such rebate.


    LANDLORD:  J.W. REALTY COMPANY          TENANT:
                                        RUSSIAN CHEF, INC.

                                        BY:_________________
                                        BY:___________________
                                        
<PAGE>
To be attached to and form a
                                      part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


ELECTRICITY/GAS

     The Tenant shall obtain and pay for Tenant's entire
separate supply of electric current/gas by direct application
to and arrangement with the utility company servicing the
building and for the installation of all meter(s) and
electrical/gas equipment as may be necessary in connection
therewith (all of which shall be at Tenant's sole cost and
expense) and Landlord shall permit its wires and conduits to
the extent available and safely capable to be used for such
purpose. Tenant covenants and agrees, however, that all
times its installations and use of electricity/gas shall never
exceed the capacity of existing feeders to the buildings or the
risers or wiring installation. Any riser or risers or feeders or
service to supply Tenant's electrical requirements, upon
written request of Tenant, will be installed by Landlord, at
the sole cost and expense of Tenant, if in Landlord's sole
judgment, the same are necessary and will not cause
permanent damage or injury to the building or demised
premises or cause or create a dangerous or hazardous
conditions or entail excessive or unreasonable alterations,
repairs or expense or interfere with disturb other tenants or
occupants. In addition to the installation of such riser or
risers, Landlord will also, at the sole cost and expense of
Tenant, install all other equipment proper and necessary in
connection therewith subject to the aforesaid terms and
conditions. In addition and notwithstanding anything to the
contrary contained in this article, Landlord at anytime during
the term of this Lease on not less than thirty (30) days' prior
written notice to Tenant may require Tenant to purchase
electricity from the Landlord or from a meter company
designated by Landlord upon the terms of such submetering
clause that may then be currently used by Landlord in the
Building of which the demised Tenant premises form a pan.
If Landlord shall elect to have Tenant purchase electricity
directly from Landlord or Landlord's designated meter
company as aforesaid, then Landlord at Landlord's sole cost
and expense (but with Tenant's reasonable cooperation) shall
perform all wiring as may be necessary to have Tenant's
electrical consumption measured by submeters provided by
Landlord at Landlord's sole cost and expense.

LANDLORD:  J.W. REALTY COMPANY          TEN
                                        ANT:
                                        RUSS
                                        IAN
                                        CHEF
                                        , INC.


 BY:_______________________________
BY:________________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


SUBLETTING & ASSIGNMENT

     Except as may otherwise be provided herein, Tenant
will not by operation of law or otherwise, assign, mortgage,
except in connection with UCC financing statements,
security agreements in nature of chattel mortgage covering
personal property and fixtures in demised premises, or
encumber this lease, and not sublet or permit the Demised
Premises or any pan thereof to be used by others, without
Landlord's prior written consent in each instance, which
consent will not be unreasonably withheld or delayed.

     If Tenant requests Landlord's consent to the
subletting of the Demised Premises, it shall submit to
Landlord, in writing by Registered Mail, the following
information:

               (1)  the name of the proposed subtenant.
               (2)  the terms and conditions of the subletting.
               (3)  the nature and character of the business
		of the
          proposed subtenant and experience in
          running this type of store.
               (4)  banking, financial and other credit
          information relating to the proposed
          subtenant reasonably sufficient to enable
          Landlord to determine the financial
          responsibility of
said proposed subtenant. Financial
information shall be certified and be the
identical entity proposed as sub-tenant.

     Upon the receipt of such request from Tenant,
Landlord shall have an option, to be exercised in writing
within thirty (30) days thereafter, to terminate the lease
effective on a date (the Termination Date) set forth in
Landlord's notice of termination, which shall not be less than
thirty (30) days nor more than ninety (90) days following the
service upon Tenant of Landlord's notice of termination.

     In the event Landlord shall exercise such option to
terminate the lease, this lease shall expire on the Termination
Date as is that date had been originally fixed as the
expiration date of the term herein granted and Tenant shall
surrender possession of the entire Demised Premises on the
Termination Date in accordance with the provisions of this
lease, and Tenant shall reimburse the Landlord for its
expense for real estate brokerage commissions incurred in
the re-renting of the Demised Premises at the rates then on
file in the office of the Building Management Company for
the renting of like space which shall be computed only for
the unexpired term of this lease at the fixed rent and
additional rent payable at the time of such cancellation.

 LANDLORD:  J.W. REALTY COMPANY          TEN
                                        ANT:
                                        RUSS
                                        IAN
                                        CHEF
                                        , INC.
 BY:_______________________________
 BY:_______________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


SUBLETTING & ASSIGNMENT (continued)

Landlord's consent to such request shall not be unreasonably
withheld or delayed, but only on condition:

               (1)  that an additional $10,000.00 5,000.00 of
          security is deposited with Landlord;

               (2)  that the base rent for the remainder of the
          term shall increase by 10%;

               (3)  that the subletting and/or assignment is for
          the entire demised premises only;

               (4)  that the subletting and/or assignment shall be
          to a tenant For identical usage and whose
          occupancy will be in keeping with the dignity
          and character of the then t~se and occupancy
          of the Building by other tenants and whose
          occupancy wilt not be more objectionable or
          more hazardous than that of Tenant herein.

               (5)  that the financial responsibility of the
          subtenant is reasonably satisfactory and
          proves to Landlord that the Tenant is
          financially able to assume all rents,
          additional rents and obligations under the
          lease, and any other notes or payments, and
          that they have at least a five year history of
          operating a first class store of similar type
          and accountant's statement of income and
          expenses and a balance sheet be given to
          Landlord; or alternatively, the above
          information relating to the principals of
          proposed Tenant even though they will have
          no personal financial responsibility under the
          lease.

               (6)  that tenant not be in default under the terms
          of this lease.


 LANDLORD:  J.W. REALTY COMPANY          TEN
                                        ANT:
                                        RUSS
                                        IAN
                                        CHEF
                                        , INC.


BY:_______________________________
BY:______________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


SUBLETTING & ASSIGNMENT (continued)

     If the Demised Premises shall be sublet or occupied
by any persons other than Tenant, Landlord may, after
default by Tenant, collect rent from the subtenant or
occupant and apply the net amount collected to the rent
herein reserved, but no such subletting, occupancy or
collection of rent shall be deemed a waiver of the covenants
in this Paragraph, nor shall it be deemed acceptance of the
subtenant or occupant as a tenant, or release of Tenant from
the full performance by Tenant of all the terms, covenants
and conditions of this lease. The consent by Landlord to a
subletting shall not relieve Tenant from obtaining the express
consent in writing of Landlord to any further subletting.

     In the event Tenant claims that Landlord's consent is
unreasonably withheld or delayed,
Tenant agrees that Tenant's sole remedy will be an action for
declaratory judgment, and that if successful therein, Tenant
waives and shall not be entitled to damages.

     Tenant shall be permitted to assign this lease without
Landlord's permission to a corporation of which they are at
least a 50% shareholder.

     Any cumulative transfer of (50%) percent of the
stock of the Tenant Corporation shall be deemed as
assignment under the terms of this lease.

     The stockholders and their percentage shares are as
follows:

  LANDLORD:  J.W. REALTY COMPANY          TEN
                                        ANT:
                                        RUSS
                                        IAN
                                        CHEF
                                        , INC.


 BY:_______________________________
BY:_________________________________





<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


PROPER USAGE

          For the purpose of this clause, the demised premises
     in the lease shall include, in addition to the
     entranceway and interior, the area within the building
     line.

          No merchandise may be displayed or sold outside the
     enclosing walls of the store nor in the entranceway
     thereof.  No merchandise may be displayed or sold
     on the sidewalk in front of the store. No space in the
     entranceway or within the building line may be
     sublet to anyone. No window may be removed to sell
     any merchandise to the street. It is tenants'
     responsibility to make sure that no peddler or any
     other party use the front of the demised premises.
     These are conditions precedent to the lease and any
     default shall be a material default under this lease
     and cancelable on 24 hours five days notice.
     Notwithstanding the aforementioned Tenant shall be
     permitted to have outside seating on the Beekman
     Street side only provided that it is permitted by the
     City of New York and the Downtown Alliance.
     Tenant at it's own cost and expense shall be
     responsible to pa-y a~y Fees in connection with any
     permits for said outside seating. Landlord makes no
     representations as to whether or not outside seating
     permitted. There shall be no dimunition in the rental
     rate if Tenant is not permitted to have outside
     seating.

          Tenant shall allow no excessive noise in or out of its
     premises. No amplified sound system, radio, or
     television may be heard outside the store. No
     speakers, bullhorns, barkers, hawkers will be
     permitted outside the store.

          No pinball or video games may be installed.

          If Tenant elects to have a gate in front of Tenant's
     demised area it will be at Tenant's own cost and
     expense. Security gates must be roll down link gates
     or other non-solid gates. Tenant 'shall be responsible
     for the maintenance, repair and replacement of any
     gate.

          No outside electrified signs permitted. No extending
     signs. All signs to be flush with building. SEE
     PARAGRAPH HEADED "SIGNS". Outdated,
     obsolete signs, sign supports and hardware are to be
     removed. Signs and the rules pertaining thereto relate
     to every floor of a building.  The term "sign" shall
     include awnings and banners.

   LANDLORD:  J.W. REALTY COMPANY          TEN
                                        ANT:
                                        RUSS
                                        IAN
                                        CHEF
                                        , INC.

 BY:_______________________________
BY:_______________________________

<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK

PROPER USAGE (continued)

          The name, address and telephone number of the
     private carter servicing a store shall be furnished to
     Landlord.  No trash, bags, boxes or any other type of
     waste materials to be picked up by a private carter
     may be left in front of the store or on the Mall
     between the hours of 8 am and 6 pm. Tenant shall be
     responsible for any fees, penalties, fines and
     violations imposed upon Tenant or Landlord as a
     result of Tenant's violation of any Municipal Code.
     SEE PARAGRAPH HEADED "REFUSE".

          No flags, banners other materials may be hung across
     the Street or Mall except for such holiday
     decorations as tl~e Downtown Alliance may
     approve.


EQUIPMENT USE

All equipment listed on Schedule B hereto and all future
acquired equipment obtained by Tenant during the term of
this lease shall remain the property and equipment of
Landlord at the termination of this lease and Landlord shall
have the right to file a UCC-1 to secure his interest in all
future acquired equipment of the Tenant as well as to secure
the payment of rent and additional rent.

Landlord makes no representation as to the condition of
equipment and is delivered to tenant for its usage "as is".


HOT WATER, ETC.

Landlord shall not and Tenant may, at its own cost and
expense, provide hot water, gas and electric service and
janitorial services for the demised premises. Tenant may
attach its radiator to Landlord's heating system.

LANDLORD:  J.W. REALTY COMPANY          TEN
                                        ANT:
                                        RUSS
                                        IAN
                                        CHEF
                                        , INC.


  BY:_______________________________
BY:_ _____



<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


BASEMENT SPACE

Basement shall be used for storage only and shall be used
with due care and consideration and smoking shall not be
permitted in the area.

The Landlord has made no representations or promises as to
dampness or wetness. Tenant, at its option, should choose to
store goods on pallets.


EQUIPMENT

Tenant to use its best efforts to install efficient equipment
that will create the least amount of insurance rate increases.


DOWNTOWN ALLIANCE

Tenant shall adhere to the roles of Downtown Alliance (see
"Proper Usage") as stated and as amended in the future, and
a breach in these roles shall be deemed a material breach of
this lease. Tenant is also responsible for 20% of any fees or
assessments of the Downtown Alliance or any successor's
assessment, which may be incurred by Landlord. Said
amount shall be billed and collectible as additional rent.


RENT CONCESSION

Term of lease shall begin upon delivery of key and physical
possession (on or about October 15, 1999) and Tenant shall
receive a base rent only credit of $8,500.00 per month for the
period October 15, 1999 through December 15 31, 1999
only.

 LANDLORD:  J.W. REALTY COMPANY          TEN
                                        ANT:
                                        RUSS
                                        IAN
                                        CHEF
                                        , INC.


BY:_______________________________
BY:_______________________________




<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


AIR CONDITIONING

Tenant shall be responsible for the cost of maintenance,
repairs and replacement of the air conditioning system and
any and all fees for permits, licenses etc., for said air
conditioning.  Tenant shall at its own cost and expense
provide a service contract on the system and provide
Landlord with a copy. All air conditioning equipment
whether existing or if Tenant purchases a new system, shall
remain on the premises and be deemed the property of the
Landlord.


HOLDOVER

In the event the Tenant fails to surrender possession of the
demised premises a~er the expiration of the term of this
lease, the ponies agree thai Tenant shall thereafter pay to the
Landlord on the first day of each month, as liquidated
damages, an amount equal to three two times the monthly
installment of the rent payable by Tenant during the last year
of the term of this lease. The parties h~her agree that
Landlord's acceptance of said liquidated damages shall not
be exclusive of any other rights and remedies which
Landlord may possess by virtue of the terms of this lease or
otherwise, but shall be considered in addition thereto.


HOLIDAYS

For the purpose of paragraph 30 and the remaining terms of
this lease and the roles and regulations thereunder, all Local
32B Union holidays shall be deemed not to be business days.
The building and the services provided herein will be on a
holiday schedule on all said holidays and not on a business
day. This paragraph does not mean that the building is a
32B/J building or any other union building.


LATE PAYMENTS

If any installment of rent or additional rent due thereunder is
not paid on or before the tenth day of the month during
which such installment is due, Tenant shall pay Landlord as
an additional rent, on or before the first day of the following
month, .08 .05 cents for each dollar so overdue in order to
defray Landlord's administrative and other costs in
connection with such late payment.

    LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________

<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


EXECUTION AND DELIVERY OF LEASE

Submission by Landlord of the within lease for review and
execution by Tenant shall confer no rights nor impose any
obligation on either party unless and until both Landlord and
Tenant shall have executed this Lease and duplicate originals
thereof shall have been delivered to the respective parties
hereto and all required sums of money have been received
and cleared.


EXTERMINATOR

Tenant will have an accredited exterminator on weekly
contract with sufficient service visits to insure that the
premises and the building will not have pests or vermin as a
result of tenant's use of the demised premises. Tenant shall
provide Landlord with a copy of said contract. Tenant on 48
hours notice will correct any situation which is the fault of
the Tenant.


PAYMENT OF REPAIRS

If Tenant Fails, after reasonable notice, to properly repair or
service its premises, Landlord may make the repairs and
charge the Tenant the cost of same which must be paid
within three (3) days of written notice as additionaI rent.
Landlord shall be responsible For structural repairs unless
caused by an act of Tenant or Tenant's agents.


DRAINS, WASTE. DUCTS & SEWER PIPES

Any ducts or pipes belonging to the building shall remain
including the ducts and vents ventilating Landlord's
basement. Tenant shall be responsible to see that ducts and
pipes do not become stopped up because of its usage,
Further, Tenant shall install and maintain proper grease traps
and slop sink in the premises. Tenant shall provide Landlord
with a copy of a contract to clean the flue, ducts and pipes
upon commencement of this lease. Any default shall be
deemed and material a default under the terms of the lease
and this lease shall be cancellable on 24 hours five (5) days
notice to Tenant.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


DRAINS, WASTE. DUCTS & SEWER PIPES (continued)

Tenant stroll be responsible tot any and all plumbing
branches within the demised premises and any and all
branches off the main lines of the building servicing Tenant
only. Tenant cannot run plumbing lines through the outside
shafts. They can only be run through the interior space.


CONDITION OF PREMISES

Except as stated herein the Landlord makes no
representations or warranties as to the condition of the herein
described premises or whether it is suitable for the use
demised. It is understood that the Tenant is renting the
premises and shall, at his own cost and expense, make all
repairs beth inside and outside, interior and exterior
including but not limited to the storefront, glass, doors,
locks, plumbing and heating system within the demised
premises or above mentioned branches. Tenant shall not be
responsible for structural repairs unless caused by Tenant,
Tenant's agent(s) or Tenant's action or negligence.


DEMISED PREMISES - "AS IS"

Tenant agrees to accept the demised premises in its present
condition and not to require Landlord to do any work,
painting or make any improvements during the term of this
lease.

Notwithstanding the aforementioned, Landlord shall at its
own cost and expense replace any broken glass in the
demised premises at the inception of this lease.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________



<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


PLATE GLASS

The Tenant agrees to keep the plate glass of the demised
premises insured against breakage and shall take out
insurance covering said breakage naming Heller Properties
and J.W. Realty Company as additionally insured. A copy of
the Certificate of Insurance is to be sent to Landlord. If the
Tenant shall fail to pay the bill for premium on said
insurance, the Landlord shall take out said insurance and
charge same to Tenant and it shall be included in the bill for
rent the following month or any subsequent month.
Notwithstanding, Tenant has the option to use their own
contractor to replace broken glass.  If they fail to do so, then
Landlord shall give Tenant ten days notice, upon which time.
Landlord shalt replace the glass and said amount shall be
billed and collectible as additional rent.


SIGNS

The Tenant is hereby given the privilege of placing a sign in
front of the demised premises provided that the Tenant first
submits a sketch thereof to the Landlord and provided that
the said signs are not a nuisance or hazard and do not
obstruct any other Tenant. The Tenant agrees to obtain all
permits in connection therewith and to maintain and keep in
repair the said sign at the Tenant's risk and expense. Tenant
midst first have Landlord's written approval. All signs will
be flush against the building. There will be no extended
signs, flags or banners. Outdated signs, sign supports and
hardware shall be removed. All signs must be approved by
the Downtown Alliance. As previously stated in this Lease.
Tenant is not permitted to have an electrified sign outside of
the demised premises, however, if it is legal and meets with
the roles and regulations of the Downtown Alliance. Tenant
may, at it own cost and expense, have an electrified neon
sign in its demised premises. Landlord makes no
representations in respect to said electrified sign and there
shall be no dimunition in the rental rate if the City of New
York or the Downtown Alliance do not permit said signs.
Any violations that are issued for any of Tenant's signage
shall be paid by Tenant within five (5) days of Tenant's
receipt of said violation.


LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________



<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


WATER & SEWER CHARGES

The Tenant shall, at his own cost and expense, keep in good
working order the water meter and pay the water and sewer
charges therefor. At Landlord's option, Tenant may be
required to pay a monthly escrow charge for water usage as
additional monthly rent if Tenant is late in paying his water
bill for two consecutive payments.  Said sum is to be
periodically adjusted when meter is read and escrow account
will be adjusted accordingly or a bill will be rendered to
Tenant. The Tenant covenants and agrees to pay the sewer
rent charge and water charges or any other tax, rent, levy, or
charge which now or hereafter is or may be assessed or
imposed as a lien upon the demised premises relating to the
usage of water. The bill rendered by the Landlord for the
above shall be payable by the Tenant as additional rent
within ten (10) days after receipt.


ALTERATIONS

It is understood and agreed that as a condition for the Tenant
entering into the within lease the Tenant intends to and is
required to make extensive alteration, additions and
improvements to the demised premises in order to occupy
and t~se the same for its intended purposes. The Landlord
agrees that it will not unreasonably withhold his consent to
said structural alterations and the installation of plumbing,
electrical heating and air conditioning systems provided that
such alterations and installations are done at Tenant's sole
cost and expense and in accordance with the plans and
specifications approved by the Landlord. Tenant shall secure
all necessary permits and licenses and approvals which may
be required in connection with such alterations before,
during and after the same are completed.

In addition thereto, the Tenant shall maintain adequate
insurance coverage as hereinafter provided.

The Tenant further agrees to have all work done at his own
cost and expense and in compliance with the Local, City,
State and/or Federal authorities having jurisdiction thereof as
will as the Local Board of Fire Underwriters and shall
submit to the Landlord written proof thereof together with
certificate or certificates of the Board of Fire Underwriters
approving any and all electrical work. Should any
mechanics' liens be filed against the premises for labor or
material furnished to the demised premises, then the Tenant
agrees to cause the said lien to be removed by the filing of an
appropriate bond within twenty (20) days after receiving
notice from the Landlord via U.S. registered mail or such
filing.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


ALTERATIONS (continued)

It is understood and agreed that any and all work performed
by the Tenant in the herein demised store premises shall be
done in a first class and workmanlike manner. In the event
the Tenant does not have said work performed in accordance
with any and all authorities having jurisdiction thereof then
the Landlord, upon thirty (30) days notice in writing sent via
U.S. registered mail to the Tenant, may employ the services
of his own contractor, plumber and/or electrician and bill the
Tenant for the cost of performing and/or complying with any
of the foregoing work and/or rectifying same. The cost of
said work shall be considered the same as additional rent and
shall be immediately payable upon mailing of bill by the
Landlord, by registered mail, return receipt requested and
addressed to the Tenant herein at his residence hereinabove
mentioned.


INDEMNIFICATION

Tenant shall indemnify and save Landlord harmless from
and against any and all claims, demand, judgments, actions,
damages, expenses and costs whatsoever (including
Landlord's reasonable counsel fees) arising from the conduct
or management of or from any work or thing whatsoever
done in or about the demised premises or any part thereof or
from any act or negligence of Tenant and any of the Agents,
contractors, or employees of Tenant, or to the property of
any person or persons occurring in, on or about the demised
premises other than from the acts or of Landlord, its
representatives, agents or employees from and after the date
of commencement of the term. In case any action or
proceeding is brought against Landlord by reason of any of
the above, Landlord shall give written notice thereof to
Tenant and Tenant shall resist or defend the same, Landlord
may do so or settle or compromise the same and in such
event Tenant shall pay to Landlord as additional rent
hereunder all payments made by and expenses and counsel
fees of Landlord.


WAVER OF SUBROGATION

Landlord and Tenant, respectively, hereby waive the right of
recovering from each other for any damage or loss
occasioned by any hazards compensated by insurance
(excluding liability insurance), regardless of whether said
damage or loss resulted from the negligence of either party,
their employees, or otherwise and said parties do hereby
waive the right to subrogate any insurance carrier or other
party to their respective rights of recovery against each other
in any event.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


CERTIFICATES LICENSES & PERMITS

Tenant shall obtain all necessary licenses, permits,
certificates, etc., required or necessary in the conduct of
Tenant's business in the demised premises at Tenant's own
cost and expense from governmental authorities having
jurisdiction to issue same and Tenant shall not fail or neglect
to obtain any such licenses, certificates of health, etc., which
may be required by Tenant to operate and conduct Tenant's
business in the demised premises. Tenant is responsible For
all licenses, permits, and fees including but not limited to, air
conditioning, fire dept. refrigeration, heating, signs, etc. If
not paid by Tenant, Landlord at it's option can pay same and
bill Tenant said sum as an additional rent.


REFUSE

Tenant covenants and agrees that all refuse, garbage and
swill be kept in proper containers securely covered and
tenant shall maintain rubbish in refrigerated area until
removed from the demised premises so as to prevent escape
of objectionable fumes and odors and the spread of vermin.
Tenant further agrees and covenants that no refuse, garbage
or swill shall be permitted to remain on the sidewalk in front
or on the side of the building between the hours of 7AM  to
7PM regardless of the hardship involved. Garbage to be
picked up on the Beekman Street side and never on the
Nassau Street Side. Garbage shall not be placed within 15
feet of the Beekman Street entrance to the office building.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________



<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


WAIVERS & BONDS

Before proceeding with the alterations in accordance with
Article 3 hereof and prior to the commencement of any other
improvements or alterations including the providing of
material therefor to the demised premises, the Tenant shall
deliver to the landlord (a) waivers of the right to file
mechanics' or materialman's liens executed by all contractors
and materialman who are engaged by the Tenant to do such
work or provide such material in the demised premises and
an agreement from the general contractor employed by the
Tenant to do such work duly executed and acknowledged
under which such contractor agrees to indemnify and hold
harmless the Landlord from and against any mechanics' or
materialmen's liens that may be filed against the premises by
any sub-contractor employed in connection with such or in
lieu thereof; (b)  a surety company bond executed by a surety
company authorized to do business in the State of New York
in an amount equal to One Hundred Ten (110%) percent of
the estimated cost of the work to be done or material to be
provided indemnifying the Landlord against the filing of any
mechanics' liens or materialmen's liens against the premises.


WINDOW DECORATION

Tenant's store is important to the Landlord in connection
with the appearance of the entire building. Tenant shall make
sure that the window to the street shall be decorated with
appropriate and high class displays to Landlord's satisfaction.
Neither window shall be blocked off


NO BROKER

Tenant represent to the Landlord and/or its Agent that no
licensed real estate broker and/or licensed real estate
salesman is involved in any way in the negotiation and/or
consummation of the within lease and the Tenant will
indemnify and hold the Landlord harmless against any and
all claims of any nature whatsoever on the part of any
licensed real estate broker and/or licensed real estate
salesman.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________



To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


LIMITATION OF LANDLORD'S LIABILITY

If Landlord or any successor in interest of Landlord be an
individual, joint venture, tenancy in common, co-partnership,
unincorporated association, or other unincorporated
aggregate of individuals, then, anything elsewhere in this
Lease io the contrary notwithstanding, Tenant shall look
solely to the estate and property of such unincorporated
Landlord in the land and building and, where expressly so
provided in this lease, to offset against the rents payable
under this Lease, for the satisfaction of Tenant's remedies for
the collection of a judgment (or other judicial process)
requiring the payment of money by Landlord in the event of
any default by Landlord hereunder, and no other property or
assets of such unincorporated Landlord shall be subject to
levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies.


SIDEWALK/SIDEWALK VIOLATIONS

Tenant shall be responsible for any and all violations issued
in connection with Sanitation, E.P.A., or any other agency
For debris, rubbish, snow, ice, etc. on sidewalk on both
streets fronting on Tenant's demised premises. If Landlord
elects to pay these directly, they shall be deemed as
additional rent owed by Tenant.

Tenant shall sweep both the Nassau Street and Beekman
Street sides as required by City Law and keep the first
eighteen inches of the street adjacent to such curbs (or a
greater portion of the street, if any Laws and Ordinances
require same of an abutting property owner) flee from din
and rubbish. Tenant shall also be responsible to keep the
sidewalks flee from all snow and ice at its own cost and
expense.

Tenant shall not place any placards or other advertising on
any sidewalks in front of or on the side of the demised
premises or building.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________



To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


J. W. RIDER


          INTENTIONALLY OMITTED

This lease may not be changed orally: modifications may be
effected only by an instrument in writing signed by both
parties.

All checks tendered to tile Landlord as and for the rent of the
demised premises shall be deemed payments for the account
of the Tenant. The acceptance by the Landlord of rent from
a person other than the Tenant shall not be deemed to operate
as an attornment to the Landlord by the payor of such rent or
as a consent to the Landlord to an assignment or subletting
by the Tenant of the demised premises to such payor, or as
a modification of the provisions of this lease.

This lease shall not bind the Landlord until it is executed and
delivered by the Landlord to the Tenant.


   LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


USE OF PREMISES

Tenant shall use and occupy the demised premises solely for
the use as a highly respectable restaurant which shall be kept
clean and orderly.

Tenant shall use and occupy the demised premises solely for
use as a highly designed, upscale restaurant and not operate
or make the demised premises appear like a Blimpie or
Subway type fast food.  The demised premises shall be kept
clean and orderly.  Such operation shall be in keeping with
a Class A B commercial office building in Manhattan.  The
demised premises shall be at least of the level of the
restaurant on 86th Street in the Fox News Video provided by
Tenant.  Landlord, in its sole judgment shall have the right
to restrict signage and or any installation that would lower
the level of the restaurant.

Tenant shall be open for business at least 5 days per week,
eight hours per day. Take out is permitted. Tenant shall not
sell or serve individual slices of pizza. Tenant shall not make
any new openings, doors or windows in demised premises
except doors, if necessary, to comply with handicap access
laws. Tenant shall not sell from windows or space directly to
street.

Tenant, at all times during the term of this lease, shall be
licensed by, and currently registered and in good standing
with all applicable federal, state and local governmental
and/or regulatory bodies to conduct its business within the
State and City of New York and shall keep and maintain
throughout the term hereof all permits required For the law~I
operation of Tenant's business at the Demised Premises.
Tenant shall not at any time use or occupy the Demised
Premises in violation of the certificate of occupancy at such
time issued for the Demised Premises or the Building.

Tenant is solely responsible, at his own cost and expense to
install the proper ventilation required and not to allow odors
to emanate through the building.

Tenant agrees that Tenant shall not, in any part of the
Demised Premises permit any noise or disorder, or conduct
or behavior of any kind likely to annoy or disturb the public
or other occupants of the building. In addition, Tenant
specifically acknowledges that the balance of the Building is
designed for rental of professional and office space and
Tenant agrees that its use of the Demised Premises will not
annoy, disturb or interfere with the use of the Building for
such purposes.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


OPERATION OF BUSINESS

The Tenant covenants and agrees to operate and conduct its
business at the demised premises in such manner so as not to
permit unpleasant odors or excessive noise to emanate
therefrom. Tenant further agrees that the business to be
conducted in the demised premises by Tenant shall, during
the term of this lease, be conducted in a high class manner
consistent and in keeping with the character of a Class A -B
office building.


INSURANCE

Tenant throughout the term hereof, shall maintain in full
force and effect for the benefit of and naming the Landlord,
Landlord's agents and Tenant as parties insured therein,
comprehensive general public liability insurance including
without limitation, umbrella liability coverage against claims
for personal injury, death, or damage to property occurring
in, on or about the demised premises, with limits of not less
than $3,000,000.00 1,000,000.00 for personal injury or death
of one person and $3,000,000.00 1,000,000.00 arising out of
one occurrence, and $3,000,000.00 1,000,000.00 for property
damage and with a minimum of a $2,000.000.00 umbrella
liability coverage which sits above these limits.

The insurance required hereunder shall be issued by an
insurance company licensed to do business in the State of
New York, prior to any entry by Tenant into the demised
premises, and thereafter, not less titan ten (10) days prior to
the expiration of any expiring policy. Tenant shall furnish
renewals thereof together with proof of payment of the
premiums therefore. If such insurance is carried under a
blanket policy, Tenant may deliver a certificate in lieu of the
original policy. Each policy or renewal shall contain a
provision for notice to Landlord at least ten (10) days prior
to cancellation thereof


LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


<PAGE>
To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


NO RESIDENTIAL USE OF DEMISED PREMISES

It is an express condition of this Lease that the demised
premises be used for commercial purposes only. In no event
may the demised premises be used for residential purposes
and Tenant covenants and agrees to use the demised
premises only for commercial purposes specified in article 2
hereof


HEAT

Tenant agrees to pay the Landlord as additional rent 7% a
proportionate amount of the increase in cost of fuel and
allied heat costs paid over the year 2000 base, incurred or
charged by Landlord in connection with the building off
which the demised premises form a pan. Such payment shall
be made as additional rent within fifteen (15) days after
submission of a statement from the Landlord indicating the
computation of said amount. The Landlord may estimate
said amount, provided that the Landlord and the Tenant shall
adjust any refund or additional amounts due from or to the
Tenant at the end of each calendar year.


GATES

If Tenant elects to have a gate in front of Tenant's demised
area it will be at Tenant's own cost and expense and must be
of open grill. Tenant shall be totally responsible at its own
cost and expense for all maintenance, repairs and
replacement of the gate.


PUBLIC TELEPHONE

Tenant shall not install or have installed outside of the
demised premises a public telephone booth or stand.  Tenant
may keep the existing public telephone within the demised
premises.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________



To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


AWNING

If Tenant wishes to install an awning of similar kind as exists
on the demised premises, it must first submit to Landlord
shop drawings of said awning for Landlord's prior written
approval. Tenant at its own cost and expense, shall be
responsible for its replacement, repairs and maintenance and
Tenant shall make sure that it is kept clean and in good
condition.


GRAFFITI

Tenant at is own cost and expense shall be responsible to
remove any graffiti which may occur outside of its demised
premises.


STOREFRONT

Tenant, at its own cost and expense, and to Landlord's
reasonable satisfaction, shall be responsible for the
maintenance, repair and replacement of the storefront of the
demised premises.


IMPORTANT NOTICE

Landlord further advises Tenant of the following:

               A.   Tenant's percentage share is deemed 1.9% for
          the space;

        B.1.      an application For abatement of real property
               taxes will be made for the premises;

               2.   the rent including amounts payable by the
          tenant for real property taxes will accurately
          reflect any abatement of real property taxes;

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


IMPORTANT NOTICE (continued)


               3.   at least $10.00 per square foot or $35.00 per
          square foot in the Title 4 abatement zone, or
          at least $5,00 per square foot or $25.00 per
          square foot in the Title 4A abatement zone
          must be spent on improvements to the
          premises and the common areas, the amount
          being depended upon the length of the lease
          and whether it is a new, renewal or expansion
          lease.

               4.   all abatements granted will be revoked if,
          during the benefit period, real estate taxes,
          water or sewer charges or other lienable
          charges are unpaid For more than one year,
          unless such delinquent amounts are paid as
          provided in the relevant law.


FEES

If, after Tenant's initial installation, at Tenant's request,
Landlord makes any expenditures or incurs any obligations
for the payment of money relating to Tenant's occupancy for
services, including but not limited to architectural fees,
mechanical fees, legal fees or professional fees etc., then
Tenant will reimburse Landlord for such reasonable sums so
paid or obligations incurred and said amounts shall be
deemed to be additional rent hereunder. If Tenant's lease
term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums
shall be recoverable by Owner as damages.


RIDER PORTIONS PREVAIL

The rider potions of this Lease shall bo read in conjunction
with the printed standard form of Lease annexed hereto, If
there should be any inconsistency or ambiguity between the
terms of the rider portion of this Lease and the standard form
of lease than the rider portion of this shall prevail.


LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK


PROVISIONS SEVERABLE

If any term or provision of this Lease or the application
thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease or the
application of such term or provision to persons or
circumstance shall to any extent be invalid or unenforceable,
shall not be affected thereby and each term and provision of
this Lease shall be valid and be enforced to the fullest extent
permitted by law.


ADDITIONAL RENT

All costs charges and expenses which Tenant assume, agrees
or is obligated to pay pursuant to this Lease shall be deemed
additional rent, and in the event of non-payment. Landlord
shall have all of the rights and remedies with respect thereto
as is herein provided for in the case of nonpayment of rent.


REAL ESTATE TAX REBATE

Landlord is applying for the Estate Tax Rebate on Tenant's
behalf and Tenant shall pay the cost of the application fee of
$500.00 upon execution of this lease.


NAME CHANGE

Wherever the name of the Tenant appears in this Lease as
Russian Chef, Inc., it shall be deemed to be the name of
Troika Food, Inc. and as shown on the first of the printed
form.

LANDLORD:  J.W. REALTY COMPANY  TENANT:
                                RUSSIAN CHEF, INC.
BY:_______________________________
BY:_______________________________


To be attached to and form a part of Lease dated October 5,
1999 between J.W. REALTY COMPANY as LANDLORD
and RUSSIAN CHEF, INC. as TENANT for STORE #1
AND BASEMENT UNDER STORE #1 ONLY, in the
building known as 132 NASSAU STREET, NEW YORK,
NEW YORK
                GUARANTY

FOR VALUE RECEIVED and as consideration for the
letting referred to herein and an inducement to Landlord to
enter into such letting with Tenant, the undersigned
Guarantor hereby guarantees to Landlord under the annexed
Lease, its successors and assigns, the timely and complete
performance by Tenant of the obligations of Tenant to which
reference is herein made. The following are the obligations
to which reference is made:

     1.   Under all circumstances, including Tenant's default,
     notwithstanding the security deposit posted under
     this Lease, the Landlord shall receive:

               A.   Only to the extent Tenant continues to
          occupy and do business at die Demised
          Premises, full payment of the Minimum Rent
          and Additional Rents, as same are reserved to
          Landlord elsewhere herein; it being
          specifically agreed that if Tenant delivers its
          keys for the Demised Premises together with
          the payment in full of all rent and additional
          rent due and owing through the last day of
          the monthly that the Tenant delivers the keys,
          Tenant delivers the Demised Premises to
          Landlord in broom swept condition, and free
          of any and all mechanics liens, then in such
          event any and all personal liability, hereunder
          shall cease.

Notwithstanding any language to the contrary in any notice
provision provided in the lease, the performance and
payments called for hereunder shall become due and payable
to Landlord without any notice whatsoever to Tenant.

Subject to the provision found at I.A hereof it is specifically
understood that this Guaranty shall continue in Full force an
effect and shall not be affected by any subletting, renewal
modification and/or extension of the Lease, without the
necessity for any notice to the Guarantor of any such
assignment, subletting, renewal, modification or extension.

It is understood that the security will be held until the end of
the term and Tenant cannot offset any arrears until then.
                         ________________________ _________________
                         _________________
                         _____________
                              Signature of Guarantor  Signature of
          Guarantor

                         ________________________ _________________
                         _________________
                         _____________
                              Print Name of Guarantor Print Name of
                              Guarantor

                         ________________________ _________________
                         _________________
                         _____________
                          Address of Guarantor Address of Guarantor

        ALL OF THE AFOREMENTIONED
INDIVIDUALLY, JOINTLY AND SEVERALLY



                    STATE OF NEW YORK   )
                    ) ss.:
                         COUNTY OF                )



On this           day of                          , 2000, before me
personally came                               to me known,
 and
known to me to be the individual described in and who
executed the foregoing instrument and acknowledged to me
that he executed the same.



































SCHEDULE 27