SUB-SUBLEASE

     THIS  SUB-SUBLEASE,  made  as of this  15th  day of  February,  1999 by and
between PLD TELEKOM  INC. a Delaware  corporation,  having an office at 505 Park
Avenue,   21st   floor,   New  York,   New  York   10022   (hereinafter   called
"Sub-Sublessor"),  and CYGNE DESIGNS,  INC., a Delaware  corporation,  having an
office  at  1372  Broadway,   New  York,  New  York  10018  (hereinafter  called
"Sub-Sublessee").

                                   WITNESSETH:

     WHEREAS,  pursuant to a lease dated as of July 1, 1990 (hereinafter  called
the  "Prime  Lease"),  680  Fifth  Avenue  Associates  (hereinafter  called  the
"Landlord")  leased to Seiko  Corporation  of  America  (hereinafter  called the
"Sublessor")  the 24th floor of the building  located at 680 Fifth  Avenue,  New
York, New York (hereinafter referred to as the "Leased Premises");

     WHEREAS,  pursuant to a sublease dated June 4, 1997 (hereinafter called the
"Sublease") Sublessor sublet the Leased Premises to Sub-Sublessor;

     WHEREAS,   Sub-Sublessee   desires  to  sublet  the  Leased  Premises  from
Sub-Sublessor on the terms and conditions hereinafter set forth.

     NOW  THEREFORE,  in  consideration  of the mutual  covenants and agreements
hereinafter set forth, the parties hereby agree as follows:

     SECTION  1.  LEASED  PREMISES.   Sub-Sublessor   hereby   Sub-Subleases  to
Sub-Sublessee,  and  Sub-Sublessee  hereby hires from  Sub-Sublessor  the Leased
Premises.

     SECTION 2. TERM. Subject to Section 4 hereof, the term of this Sub-Sublease
(the "Term") shall commence on February 15, 1999 (the  "Commencement  Date") and
shall expire on 11:59 P.M. on December 29, 1999,  unless  sooner  terminated  in
accordance with this Sub-Sublease.

     SECTION  3.  RENT  AND  ADDITIONAL   RENT.   Sub-Sublessee   shall  pay  to
Sub-Sublessor,  during  the term of this  Sub-Sublease,  at the time,  place and
manner set forth below,  the following base rents and additional  rents,  all of
which shall be payable without abatement,  setoff or deduction,  in lawful money
of the United States.

     (a) Subject to Section 4 hereof,  Sub-Sublessee is paying simultaneous with
its  execution of this Lease the full amount of the base rental due with respect
to the Term, namely, $138,409.

     (b)  Sub-Sublessee  shall pay  electrical  charges to the  utility  company
servicing Leased Premises.


<PAGE>


     (c) If by reason of any act or omission of  Sub-Sublessee,  Sub-Sublessor's
rent  under  the  Sublease  shall  be  increased  pursuant  to the  terms of the
Sublease, SubSublessee shall pay to Sub-Sublessor, as additional rent, an amount
equal to such increase.

     (d)  All  additional  rent,  if  any,  shall  be  payable  upon  demand  to
SubSublessor,  Attention:  Chief Financial  Officer,  PLD Telekom Inc., 505 Park
Avenue,  21st floor,  New York, NY 10022,  or at such other place  designated by
Sub-Sublessor to SubSublessee by written notice.

     (e)   Notwithstanding   anything  to  the   contrary   contained   in  this
Sub-Sublease, Sub-Sublessee shall not be required to pay any CPI, porters' wage,
operating  expense or other  similar  adjustments  in the rent payable under the
Prime Lease or the Sublease or any similar charges.

     SECTION 4.  LANDLORD'S  AND  SUBLESSOR'S  CONSENTS.  If executed  copies of
Landlord's  and  Sublessor's  written  consents  to  this  Sub-Sublease  are not
received by Sub-Sublessor  and  Sub-Sublessee by February 25, 1999, either party
shall have the option to terminate this  Sub-Sublease  by notifying the other in
writing  on or  before  February  26,  1999.  In the  event  that  either  party
terminates this  Sub-Sublease as aforesaid,  Sub-Sublessee  shall be entitled to
the  immediate  return of all monies paid to  Sub-Sublessor  pursuant to Section
3(a) hereof or otherwise.

     SECTION 5. USE.  The Leased  Premises  shall be used only for  general  and
executive office use.

     SECTION 6. REPAIRS AND IMPROVEMENTS.

     (a)   Notwithstanding   anything  to  the   contrary   contained   in  this
Sub-Sublease,  Sub-Sublessor  has no  obligation  to  perform or make any `work,
repairs,  improvements or installations  in the Leased  Premises.  Sub-Sublessee
accepts the Leased Premises in its present "as is" condition.

     (b)  Without  limiting  the  generality  of  the  foregoing,  Sub-Sublessee
acknowledges that it is solely responsible for the maintenance and repair of the
auxiliary air conditioning  unit located in the north-west  corner of the Leased
Premises,  will have to make its own  arrangements  regarding  the ADT  security
system which is currently non-operational.

     (c) No tenant work of any nature shall be installed in the Leased  Premises
by  Sub-Sublessee  unless the plans therefor have been first approved in writing
by SubSublessor.

     (d)  At  the  expiration  or  earlier  termination  of  this  Sub-Sublease,
possession of the Leased  Premises  shall be surrendered to Sub Sublessor and at
such  time  the  Leased  Premises  shall  contain  and be  equipped  with all of
Sub-Sublessee's additions or


                                       2
<PAGE>


improvements (except  Sub-Sublessee shall be permitted to remove the same to the
extent they may be permitted to be removed by the Prime Lease and the Sublease),
in good  condition,  ordinary wear and tear  excepted,  and the Leased  Premises
shall be restored by Sub-Sublessee  at its sole cost and expense,  to the extent
the Prime Lease or the Sublease so requires,  to the  condition  existing on the
Commencement Date, ordinary wear and tear excepted.

     SECTION 7. ASSIGNMENT AND SUBLETTING. During the term of this Sub-Sublease,
this  Sub-Sublease  shall  not be  sold,  assigned,  transferred  or in any  way
disposed of, whether by operation of law or otherwise, nor shall any part or all
of  the  Leased  Premises  be  sublet  without  the  prior  written  consent  of
Sub-Sublessor,  which may be withheld in Sub-Sublessor's  reasonable discretion,
except that such consent  shall not be required as to an  assignment or sublease
to  an  entity   controlling,   controlled  by  or  under  common  control  with
Sub-Sublessee.  Sub-Sublessee  acknowledges  that consent for any  assignment or
subletting  is required in all events from Landlord and  Sublessor,  and that no
assurance can be given that such consents may be obtained.

     SECTION 8. PRIME LEASE.  True,  accurate  and complete  copies of the Prime
Lease and the Sublease have been given by  Sub-Sublessor  and have been reviewed
by Sub-Sublessee  and  Sub-Sublessee  acknowledges it is familiar with the terms
thereof This  Sub-Sublease is subject and subordinate to the Prime Lease and the
Sublease. Except as may be inconsistent,  inapplicable or inappropriate with the
terms hereof or as otherwise expressly provided herein, all the terms, covenants
and conditions in the Prime Lease and the Sublease contained shall be applicable
to this  Sub-Sublease  and shall be deemed  incorporated  herein,  with the same
force and effect  (unless  the context of the Prime  Lease  and/or the  Sublease
otherwise  requires) as if  Sub-Sublessor  were the  "Landlord"  under the Prime
Lease and/or the "Sublessor" under the Sublease,  SubSublessee were the "Tenant"
under the Prime Lease  and/or the  "Sublessee"  under the  Sublease,  the Leased
Premises  was the  "Premises"  referred to in the Prime Lease and/or the "Leased
Premises referred to in the Sublease, and as if references in the Prime Lease to
"Lease" and/or references in the Sublease to "Sublease" meant this Sub-Sublease.

     The  following   provisions  are  hereby   expressly   excluded  from  this
Sub-Sublease:

     (a) the following provisions of the Prime Lease: Sections 2.01, 3.01, 3.02,
Article 7, the final two sentences of Section 9.01(A),  Section 9.01(B), Article
35 and Exhibit C; and

     (b) the following provisions of the Sublease: Section 2, Section 3, Section
6, Section 14 and Section 21(b).

     SECTION 9. SUB-SUBLESSOR'S OBLIGATIONS.

     (a) Except as specifically provided herein,  Sub-Sublessor will not furnish
or bear the cost of any  services  or  repairs  of any kind,  including  repairs
needed as a result of  destruction  or  condemnation  (hereinafter  collectively
"Services") to Sub-Sublessee. Sub-
 

                                       3
<PAGE>



Sublessee will look solely to the Landlord for the providing and performance of
all Services, if any, and will not seek nor require Sub-Sublessor to provide or
perform  same,  nor  (except as  hereinafter  required of  Sub-Sublessor)  shall
Sub-Sublessee  make any claim upon Sub-Sublessor for any failure to perform such
obligation of Landlord respecting such Services.

     (b) Without  limiting the  generality  of Section 9(a) above,  it is agreed
that (i) Sub-Sublessor's  obligations to Sub-Sublessee hereunder with respect to
the  Leased  Premises  shall  be no  greater  than  Sublessor's  obligations  to
Sub-Sublessor  under  the  Sublease  with  respect  thereto;   (ii)  subject  to
subsection (c) below, Sub-Sublessor shall be required to perform its obligations
to  Sub-Sublessee  hereunder  with  respect to the Leased  Premises  only to the
extent that  Sublessor  has performed its similar  obligations  to  SubSublessor
under the  Sublease  with respect  thereto;  (iii)  Sub-Sublessee  shall have no
greater  rights  against  Sub-Sublessor  hereunder  with  respect  to the Leased
Premises  than  Sub-Sublessor  has against  Sublessor  under the  Sublease  with
respect thereto;  and (iv) if Sub-Sublessee shall be entitled to recover damages
from  Sub-Sublessor  for  Sub-Sublessor's  failure to perform its obligations to
Sub-Sublessee  hereunder with respect to the Leased Premises and the same is not
due to a default by Sub-Sublessor  under this  Sub-Sublease or the Sublease,  it
may so recover only to the extent that Sub-Sublessor has succeeded in recovering
from   Sublessor  for  its  failure  to  perform  its  similar   obligations  to
Sub-Sublessor, subject to subsection (c) below.

     (c) It is further  agreed  that,  in the event and to the  extent  that the
exercise  of  any  of  Sub-Sublessee's  rights  or  the  performance  of  any of
Sub-Sublessor's  and/or  Landlord's  obligations  under this  Sub-Sublease  that
requires  enforcement  of  Sub-Sublessor's  rights under the Sublease,  requires
notice  or  other  action  (including  joinder  in any  action  to be  taken  by
Sub-Sublessee) on the part of Sub-Sublessor,  Sub-Sublessor will upon reasonable
notice from Sub-Sublessee  take or join in such action at  Sub-Sublessee's  cost
and expense, using counsel designated by Sub-Sublessee.

     SECTION 10.  INDEMNIFICATION.  Neither party shall do or permit anything to
be done  which  would  constitute  a breach or  violation  of any of the  terms,
covenants or conditions of the Prime Lease or the Sublease, or which would cause
the Prime Lease or the Sublease to be  surrendered,  terminated  or forfeited by
reason of any  right of  termination  or  forfeiture  reserved  or vested in the
Landlord or the Sublessor, respectively, and each party shall indemnify and hold
the other  harmless from and against all claims;  loss,  expense or liability of
any kind whatsoever  (including reasonable counsel fees) by reason of any breach
or default on the part of such party of its obligations under this Section 10.

     SECTION 11. DEFAULT. In the event Sub-Sublessee shall default in performing
any of the applicable  terms of the Prime Lease and/or the Sublease  and/or this
Sub-Sublease,  then Sub-Sublessor shall have all the rights and remedies against
SubSublessee respecting such default as would be available to Landlord under the
Prime Lease and/or as would be available to Sublessor under the Sublease.
 

                                       4
<PAGE>


     SECTION 12.  TERMINATION.  If for any reason the term of the Prime Lease or
the  Sublease  shall  be  terminated  prior  to  the  expiration  date  of  this
Sub-Sublease  and the same is not due to a default by  Sub-Sublessor  under this
Sub-Sublease or the Sublease,  this Sub-Sublease  shall thereupon be terminated,
and Sub-Sublessor shall not be liable to Sub-Sublessee by reason thereof

     SECTION 13. NOTICES.

     (a) Except as otherwise expressly provided in this Sub-Sublease, any bills,
statements, notices, demands, requests or other communications given or required
to be given  under  this  Sub-Sublease  shall be  deemed  sufficiently  given or
rendered if in writing,  sent by  registered or certified  mail (return  receipt
requested),  addressed (a) to  Sub-Sublessor as provided in Section 3(d), with a
copy to the General Counsel at the same address,  or (b) to Sub-Sublessee at its
address set forth at the start of this Agreementated, attention: Bernard Manuel,
Chairman,  with a copy to Roy  Goldman,  Esq.,  Fulbright & Jaworski,  666 Fifth
Avenue,  31st floor,  New York, NY 10103,  or (c) to such other  address(es)  or
other parties as either  Sub-Sublessor or Sub-Sublessee may designate as its new
address(es)  or other  parties for such  purpose by notice given to the other in
accordance with the provisions of this Section 13.

     (b) The time limits,  if any, set forth in the Prime Lease and the Sublease
for the giving of any notice are, for the purpose of this Sub-Sublease,  changed
so that the time limits of  Sub-Sublessor  and  Sub-Sublessee  shall be four (4)
days less than the number of days, if any,  stated in any particular case in the
Prime Lease,  and five (5) days less than the number of days, if any,  stated in
any particular case in the Sublease.

     SECTION 14.  BROKER.  Each party warrants and represents to the other party
that it has dealt with no broker or finder with respect to the subleasing of the
Leased Premises other than Cushman & Wakefield,  Inc. Sub-Sublessor agrees to be
responsible  for the payment of one full commission to such broker on account of
this Sub-Sublease pursuant to separate agreement. Each party agrees to indemnify
and hold the other  party  harmless  from and  against  any and all loss,  cost,
claim, liability, damage and expense (including, without limitation,  reasonable
attorneys'  fees) which the other party may incur or sustain in connection  with
any claim by any broker or finder other than Cushman & Wakefield, Inc. which may
be asserted against such party as a result of any conversations,  correspondence
or other  dealings  between  such party and such broker  finder  relating to the
Leased Premises.

     SECTION 15. INSURANCE.

     (a) Sub-Sublessee shall obtain and keep in full force and effect during the
term of this Sub-Sublease at its own cost and expense the insurance  required in
the Prime Lease to be maintained by Sublessor,  protecting  Sub-Sublessor  as an
additional  insured  against any and all claims for  personal  injury,  death or
property  damage  occuring in, upon,  adjacent to, or connected  with the Leased
Premises or any part  thereof  Sub-Sublessee  shall pay all premiums and charges
therefor and upon failure to do so, Sub-


                                       5
<PAGE>


Sublessor  may, but shall not be obligated  to make such  payments,  and in such
latter event, Sub-Sublessee agrees to pay the amount thereof to Sub-Sublessor on
demand and said sum shall be and be deemed to be additional rent.  Sub-Sublessee
will include in the  policies for such  insurance a provision to the effect that
the same will be  non-cancelable  except upon 30 days advance  written notice to
Sub-Sublessor. The original insurance policies or appropriate certificates shall
be deposited  with  Sub-Sublessor  together with any renewals,  replacements  or
endorsements  to the end that said  insurance  shall be in full force and effect
for the benefit of Sub-Sublessor  during the term of this  Sub-Sublease.  In the
event   Sub-Sublessee   shall  fail  to  procure   and  place  such   insurance,
Sub-Sublessor may, but shall not be obligated to, procure and place the same, in
which event the amount of the  premium  paid shall be paid by  Sub-Sublessee  to
Sub-Sublessor  upon demand and such sum shall be and be deemed to be  additional
rent.

     (b)  Sub-Sublessee  agrees to include in any policy insuring  against loss,
damage or destruction by fire or other casualty to Sub-Sublessee's  Property and
business interest in the Leased Premises (business  interruption  insurance),  a
waiver of the insurer's right of subrogation against Sub-Sublessor.

     (c) Sub-Sublessee  hereby releases  Sub-Sublessor with respect to any claim
which  it might  otherwise  have  against  Sub-Sublessor  for  loss,  damage  or
destruction with respect to and to the extent of its property  (including rental
value or  business  interruption)  and for injury to its  employees,  agents and
invitees,  occurring  during  the term of this  Sub-Sublease,  unless due to the
negligence of Sub-Sublessor or its agents.

     SECTION 16. HAZARDOUS MATERIALS.

     (a) Indemnification.

          (1) Each party shall and does  indemnify  and hold  harmless the other
     party from and against any and all loss,  damage,  expenses,  fees, claims,
     costs, fines,  penalties,  and liabilities  including,  but not limited to,
     reasonable  attorneys'  fees and costs of litigation,  arising out of or in
     any manner  connected with the presence or release of Hazardous  Materials,
     as herein defined, caused by such party, its agents, employees, contractors
     or invitees.

          (2) The indemnification pursuant to Section 16(a) of this Sub-Sublease
     shall extend to all liability,  including all foreseeable and unforeseeable
     consequential  damages,  directly  or  indirectly  arising  out of the use,
     generation, storage, release or disposal of Hazardous Materials on or about
     the  Leased  Premises  by each  party,  as the  case  may be,  its  agents,
     employees, contractors or invitees, including, without limitation, the cost
     of any required or necessary repair,  cleanup,  or  detoxification  and the
     preparation of any closure or other required plans,  whether such action is
     required  or  necessary  prior  to or  following  the  termination  of this
     Sub-Sublease, to the full extent that such action is attributable, directly
     or  indirectly,  to the use,  presence,  generation,  storage,  release  or
     disposal of Hazardous Materials by such party, its agents, employees,


                                       6
<PAGE>



     contractors or invitees.  Neither the written consent by  Sub-Sublessor  to
     the use,  generation,  storage,  or disposal of Hazardous Materials nor the
     strict  compliance by Sub-Sublessee  with all statutes,  laws,  ordinances,
     rules, regulations, and precautions pertaining to Hazardous Materials shall
     excuse  Sub-Sublessee from  Sub-Sublessee's  obligation of indemnification,
     which  shall  survive  the   expiration  or  earlier   termination  of  the
     Sub-Sublease.

     (b) Compliance.

          (1)  Sub-Sublessee  shall  strictly  comply with all  statutes,  laws,
     ordinances,  rules, regulations,  and precautions now or hereafter mandated
     by any federal,  state, local, or other governmental agency  (collectively,
     the "Laws") with respect to the use,  generation,  storage,  or disposal of
     Hazardous  Materials at the Leased Premises by  Sub-Sublessee,  its agents,
     employees, contractors or invitees.

          (2)  Sub-Sublessee  shall not  cause,  or allow any  agent,  employee,
     contractor, or invitee of Sub-Sublessee to cause any Hazardous Materials to
     be used, generated, stored, or disposed of on or about the Leased Premises,
     except in compliance with the Laws.

     (c) Entry. Sub-Sublessee shall allow Sub-Sublessor to enter upon the Leased
Premises to perform any testing  Sub-Sublessor  reasonably desires.  The testing
shall be done at Sub-Sublessor's sole expense.

     (d) Definition.  As used herein, Hazardous Materials shall include, but not
be limited to those  substances  defined as "hazardous  substances",  "Hazardous
Materials",   "hazardous   wastes",   or  other  similar   designations  in  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et seq., the Resource  Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq., the Hazardous Materials Transportation Act,
49  U.S.C.  Section  1801 et  seq.,  and any  other  federal,  state  and  local
governmental statutes, laws, ordinances, rules, regulations, and precautions.

     SECTION 17.  ENTIRE  AGREEMENT.  All prior  understandings  and  agreements
between the parties are merged  within this  Sub-Sublease  which alone fill" and
completely sets forth the  understandings of the parties;  and this Sub-Sublease
not be changed or terminated  orally or in any manner other than by an agreement
in writing and signed by the party  against  whom  enforcement  of the change or
termination is sought.

     SECTION 18.  APPLICABLE  LAW.  This  Sub-Sublease  shall be governed by and
construed in accordance with the laws of the State of New York.

     SECTION 19.  APPLICATION.  Subject to the terms  hereof,  the covenants and
agreements  herein shall bind and inure to the benefit of the parties hereto and
their respective personal representatives, successors and assigns.


                                       7
<PAGE>



     SECTION 20. NO OFFER.  Under no circumstances  shall the submission of this
Sub-Sublease  in draft form by or to either  party be deemed to  constitute  and
offer for the subleasing of the Lease Premises.

     SECTION  21.   WARRANTIES.   Sub-Sublessor   represents   and  warrants  to
SubSublessee  that:  (i) there  have been no  amendments,  supplements  or other
modifications  to the terms of the Sublease  (including  the  Exhibits  thereto)
since its  execution,  and it shall not  participate in or consent to any of the
foregoing,  (ii)  Sub-Sublessor  is not in default under any of the terms of the
Sublease, (iii) all base rent and additional rent due under the Sublease through
the date  hereof has been  paid,  (iv)  Sub-Sublessor  has no  knowledge  of any
default by Sublessor  under the  Sublease or by Landlord  under the Prime Lease,
and (v) if  Sub-Sublessor  receives  notice or  obtains  knowledge  of any event
described in this Section 21, it shall immediately notify Sub-Sublessee  thereof
and provide copies of all relevant documents.


     IN WITNESS  WHEREOF,  the parties have caused this  Sub-Sublease to be duly
executed the day and year first above written.

                                 SUB-SUBLESSOR:

                                 PLD TELEKOM INC.

                                 By: /s/ E. Clive Anderson
                                    -------------------------------
                                    Name:   E. Clive Anderson
                                    Title:  Senior Vice President


                                 SUB-SUBLESSEE:

                                 CYGNE DESIGNS, INC.

                                 By: /s/ Bernard Manuel
                                    -------------------------------
                                    Name: Bernard Manuel
                                    Title: Chairman
 

                                       8
<PAGE>



                             CONSENT TO SUB-SUBLEASE

     THIS  CONSENT  TO  SUB-SUBLEASE  is  entered  into as of this  15th  day of
February, 1999 by and among 680 FIFTH AVENUE ASSOCIATES,  L.P. ("Owner"),  SEIKO
CORPORATION  OF AMERICA  ("Tenant"),  PLD TELEKOM INC.  ("Subtenant")  and CYGNE
DESIGNS, INC. ("Sub-Subtenant"), and is made with reference to the following:

                                   WITNESSETH:

     WHEREAS,  Owner and Tenant are parties to that certain  lease dated July 1,
1990 (the "Lease"),  demising  certain  premises in the building  located at 680
Fifth  Avenue,  New  York,  New  York  (the  "Building"),  as more  particularly
described in the Lease (the "Demised Premises");

     WHEREAS,  Tenant and Subtenant are parties to that certain  sublease  dated
June 4, 1997 (the "Sublease"),  subleasing the Demised Premises,  to which Owner
consented pursuant to the Consent to Sub-Lease, dated June 19, 1997;

     WHEREAS,  Subtenant  has  requested  that Owner and  Tenant  consent to the
further  sub-leasing of the Demised  Premises to the  Sub-Subtenant on the terms
contained in a certain  Sub-Sublease by and between Subtenant and Sub-Subtenant,
dated as of February 15, 1999 (the "Sub-Sublease");

     WHEREAS,  Owner and Tenant are each willing to consent to the  Sub-Sublease
on the express terms and conditions hereinafter set forth.

     NOW THEREFORE,  in consideration of the mutual  agreements herein contained
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

     1. Each of the  recitals  set forth  above is  incorporated  herein by this
reference.

     2. Subtenant hereby  represents and warrants that it has delivered to Owner
and Tenant a true, correct and complete copy of the Sub-Sublease.

     3. Owner and Tenant each hereby  consents to the  subleasing of the Demised
Premises to Sub-Subtenant upon the terms and conditions herein.

     4. (a) The  consent  by Owner to such  subleasing  shall not  operate  as a
waiver of any term,  condition or provision of the Lease,  nor shall the same in
any manner be  construed  to modify any term,  condition,  or  provision  of the
Lease,  and such consent  shall not be deemed to be a consent to any  subsequent
assignment of the Lease or subsequent  subleasing of the Demised Premises or any
portion  thereof nor shall such consent be deemed to  constitute  the consent or
approval of any specific term or 


<PAGE>



conditions  contained  in the  Sub-Sublease,  except for the  prepayment  of all
rental due from Sub-Subtenant under the Sub-Sublease.

     (b) The consent by Tenant to such subleasing  shall not operate as a waiver
of any term,  condition or provision of the Sublease,  nor shall the same in any
manner be construed to modify any term, condition, or provision of the Sublease,
and  such  consent  shall  not be  deemed  to be a  consent  to  any  subsequent
assignment of the Sublease or subsequent  subleasing of the Demised  Premises or
any portion  thereof nor shall such consent be deemed to constitute  the consent
or approval of any specific terms or conditions  contained in the  Sub-Sublease,
except  for the  prepayment  of all  rental  due from  Sub-Subtenant  under  the
Sub-Sublease.

     5. Subtenant and  Sub-Subtenant  expressly  acknowledge  and agree that any
work or  alterations  to the Demised  Premises  shall be performed in a good and
workmanlike  manner, in compliance with all applicable laws, without any expense
to Owner or Tenant,  and in compliance  with the terms and  conditions  relating
thereto as set forth in the Lease and the Sublease. 6. (a) The aforesaid consent
by Owner shall not in any manner serve to release or  discharge  Tenant from any
obligations,  liabilities  or  duties  under  the  terms of the  Lease.  (b) The
aforesaid  consent  by  Tenant  shall  not in any  manner  serve to  release  or
discharge Subtenant from any obligations,  liabilities or duties under the terms
of the Sublease.

     6. (a) The  aforesaid  consent by Owner  shall not in any manner  serve to
release or discharge  Tenant from any  obligations,  liabilities or duties under
the terms of the Lease.

     (b) The  aforesaid  consent  by  Tenant  shall not in any  manner  serve to
release or discharge Subtenant from any obligations, liabilities or duties under
the terms of the Sublease.

     7. (a) The  Sub-Sublease  shall at all times remain subject and subordinate
to the Lease and the Sublease,  and  Sub-Subtenant  by executing this Consent to
Sub-Sublease  agrees that  Sub-Subtenant  shall be hilly and completely bound by
each and every  term of the Lease and the  Sublease  insofar  as such  terms are
expressly incorporated in the Sub-Sublease.

     (b) Any breach of the Lease caused by the Sub-Subtenant shall entitle Owner
to avail  itself of any  remedy  set forth in the Lease in the event of any such
breach, as well as any other remedy available to Owner at law or in equity as if
the breach and been caused by Tenant.

     (c) Any breach of the Sublease  caused by the  Sub-Subtenant  shall entitle
Tenant to avail  itself of any remedy set forth in the  Sublease in the event of
any such breach,  as `well as any other remedy  available to Tenant at law or in
equity as if the breach had been caused by Subtenant.

     8..   Sub-Subtenant,   by  execution  of  this  Consent  to   Sub-Sublease,
acknowledges  that  Sub-Subtenant  has examined and is familiar  with all of the
applicable terms, provisions and conditions of the Lease and the Sublease.

                                       2

<PAGE>


     9. Subtenant and Sub-Subtenant agree to the extent any terms, conditions or
provisions  of the  Sub-Sublease  are  contrary to the terms of the Lease or the
Sublease,  the terms,  conditions  and  provisions of the  Sub-Sublease  are not
binding on Owner or Tenant, as the case may be.

     10.  Under  no  circumstances  shall  Owner or  Tenant  be  liable  for any
brokerage  commission  or  other  charge  or  expense  in  connection  with  the
Sub-Sublease,  and  Subtenant  hereby  indemnifies  and agrees to hold Owner and
Tenant  harmless from any claims or liability,  whether  meritorious  or not, in
connection with any such brokerage commission or charge.


     11. As a further condition of Owner's consent,  Sub-Subtenant  acknowledges
and agrees to be bound by the terms and  provisions of Sections  21.04 and 21.05
of the lease as if it were Tenant, the tenant thereunder.  Sub-Subtenant further
acknowledges that Owner would not have consented to the Sub-Sublease without the
acceptance  and  agreement  by  Sub-Subtenant  to be  bound  by  the  terms  and
conditions  of  Sections  21.01  and  21.05 of the  Lease,  and  therefore  such
acceptance and agreement constitutes a material inducement of Owner's consent to
the Sub-Sublease.



                                       3
<PAGE>


     IN WITNESS WHEREOF,  the parties have executed this Consent to Sub-Sublease
to as of the day and year first written above.


                                     OWNER:

                                     680 FIFTH AVENUE ASSOCIATES, L.P.

                                     By:  Hensel Fifth Avenue Associates, 
                                          L.P., its General Partner

                                          By:  Hensel 680 Realty Corp., its 
                                               General Partner

                                               By: /s/ [ILLEGIBLE]
                                                  -------------------
                                                  Name:
                                                  Title:


                                     TENANT:

                                     SEIKO CORPORATION OF AMERICA


                                     By: /s/ Ronald E. Rendano
                                        ------------------------------
                                        Name: Ronald E. Rendano
                                        Title: Treasurer


                                     SUB-TENANT:

                                     PLD TELEKOM INC.

                                     By: /s/ E. Clive Anderson
                                        ------------------------------
                                        Name:   E. Clive Anderson
                                        Title:  Senior Vice President


                                     SUB-SUBLESSEE:

                                     CYGNE DESIGNS, INC.

                                     By: /s/ Bernard Manuel
                                        ------------------------------
                                        Name: Bernard Manuel
                                        Title: Chairman


                                       4