<PAGE>

                          NOTE MODIFICATION AGREEMENT

         THIS NOTE MODIFICATION AGREEMENT (this "Agreement") made as of the 5th
day of January, 1999, between ACADEMY STORE, L.P., a Delaware limited
partnership, having its principal place of business at c/o Bryant Development
Corp., 2900 Westchester Avenue, Purchase, New York 10577 ("Borrower") and THE
CHASE MANHATTAN BANK, a New York banking corporation, having an address at 380
Madison Avenue, 10th Floor, New York, New York 10017 ("Lender").

                             W I T N E S S E T H:

         WHEREAS Lender is the owner and holder of the that certain Mortgage
and Security Agreement dated as of February 12, 1998 made by Borrower to Lender
(the "Security Instrument") and that certain Promissory Note in the original
principal amount of $11,080,000.00 dated as of February 12, 1998 made by
Borrower to Lender (the "Original Note"; the Original Note as modified pursuant
to the provisions of this Agreement hereinafter set forth, being hereinafter
referred to as the "Note");

         WHEREAS Borrower and Lender have agreed in the manner hereinafter set
forth to modify the provisions of the Original Note;

         NOW, THEREFORE, in consideration of mutual covenants and agreements
hereinafter set forth and in consideration of one dollar and other good and
valuable consideration, Borrower hereby represents and warrants to and
covenants and agree with Lender as follows:

         A. All capitalized words or phrases not otherwise defined herein shall
have the meanings ascribed to them in the Note.

         B. Article 1, Subsection (b) of the Note is deleted in its entirety
and the following substituted therefor:

         "(b)  A payment of $75,835.52 on the tenth day of December, 1998 and on
         the tenth day of each calendar month thereafter up to and including
         the tenth day of February, 2013;

         each of the payments to be applied as follows:

               (i)   first, to the payment of insurer computed at the
                     Applicable Interest Rate;

               (ii)  the balance toward the reduction of the principal sum;

         and the balance of the principal sum and all interest thereon shall be
         due and payable on the tenth day of March, 2013 (the "Maturity Date").
         Interest on the

<PAGE>

         principal sum of this Note shall be calculated on the basis of the
         actual number of days elapsed in a three hundred sixy (360) day year."

         C. Article 2 of the Note is deleted in its entirety and the following
substituted therefor:

                             "ARTICLE 2: INTEREST

         The term "Applicable Interest Rate" as used in the Security Instrument
(defined below) and this Note shall mean an interest rate equal to seven and
two hundred seventy five thousandths percent (7.275%) per annum."

         D. Borrower waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of the Note.

         E. Borrower represents, warrants and covenants that there are no
offsets, counterclaims or defenses against the Debt, this Agreement, the
Security Instrument or the Note and that Borrower (and the undersigned
representative of Borrower, if any) has full power, authority and legal right
to execute this Agreement and to keep and observe all of the terms of this
Agreement on Borrower's part to be observed or performed.

         F. Except as expressly modified pursuant to this Agreement, all of the
terms, covenants and provisions of the Note shall continue in full force and
effect. In the event of any conflict or ambiguity between the terms, covenants
and provisions of this Agreement and those of the Note, the terms, covenants
and provisions of this Agreement shall control.

         G. This Agreement may not be modified, amended, waived, changed or
terminated orally, but only by an agreement in writing signed by the party
against whom the enforcement of the modification, amendments, waiver, change or
termination is sought.

         H. This Agreement shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns.

         I. This Agreement may be executed in any number of duplicate originals
and each such duplicate original shall be deemed to constitute but one and the
same instrument.

         J. If any term, covenant or condition of this Agreement shall be held
to be invalid, illegal or unenforceable in any respect, this Agreement shall be
construed without such provision.

         K. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York and the applicable laws of the United
States of America.

                        [NO FURTHER TEXT ON THIS PAGE]












<PAGE>

         IN WITNESS WHEREOF, Borrower and Lender have duly executed this
Agreement as of the day and year first above written.


                                 ACADEMY STORE, L.P., a Delaware limited
                                 partnership


                                 By: Academy Land, Inc. a Delaware corporation,
                                     its general partner


                                         /s/ Andrew B. Hascoe
                                     By: --------------------------------------
                                         Andrew B. Hascoe
                                         President



                                 THE CHASE MANHATTAN BANK, a New York
                                 banking corporation


                                      /s/ Dean E. Ravosa
                                 By : -----------------------------------------
                                      Dean E. Ravosa
                                      Vice President












<PAGE>

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




         On this, the 5th day of January 1999, before me, the subscriber, a
Notary Public in and for the State and county aforesaid, personally appeared
Andrew B. Hascoe, who acknowledged himself to be President of Academy Land,
Inc., a Delaware corporation, the sole general partner of Academy Store, L.P.,
a Delaware limited partnership, who I am satisfied is the person who signed the
within instrument and who acknowledged that he executed same as such President
of the general partner on behalf of the limited partnership, being authorized
to do so, and that the within instrument is the voluntary act and deed of such
limited partnership.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal the day
and year aforesaid.





                                             /s/ Sheila M. Dupell
                                             ----------------------------------
                                                        Notary Public

                                                     SHEILA M. DUPELL
                                             Notary Public, State of New York
                                                       No. 4998045
My commission expires:  6/22/00              Qualified in Westchester County
                       ---------             Commission Expires June 22, 2000


<PAGE>

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




         On this, the 6th day of January 1999, before me, the subscriber, a
Notary Public in and for the State and county aforesaid, personally appeared
Dean C. Ravosa who acknowledged himself to be the Vice President of The Chase
Manhattan Bank, a New York banking corporation, and that he in such capacity,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of the corporation by himself as Vice
President with the intent that the same may be recorded as such.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal the day
and year aforesaid.





                                             /s/ Janet Hernandez
                                             ----------------------------------
                                                        Notary Public

                                                     JANET HERNANDEZ
                                             Notary Public, State of New York
                                                       No. 03-4915802
My commission expires:                          Qualified in Bronx County
                       ---------          Commission Expires February 28, 2000



<PAGE>


                         Academy Amortization Schedule

<TABLE>
<CAPTION>


Date         Beg P Bal            Interest        Principal      Ending P Bal    Days/Mo          Strategy Balance
<S>         <C>                 <C>             <C>            <C>              <C>         <C>        <C>               <C>
02/12/1998      11,080,000.00          0.00                     11,080,000.00       0
03/10/1998      11,080,000.00     57,015.83                     11,080,000.00      26       57,015.83
04/10/1998      11,080,000.00     67,980.42       6,667.59      11,073,332.41      31       74,648.01     11,073,332.41       0.00
05/10/1998      11,073,332.41     65,747.91       8,900.10      11,064,432.31      30       74,648.01     11,064,432.31       0.00
06/10/1998      11,064,432.31     67,884.90       6,763.11      11,057,669.20      31       74,648.01     11,057,669.20       0.00
07/10/1998      11,057 669.20     65,654.91       8,993.10      11,048,676.10      30       74,648.01     11,048,676.10       0.00
08/10/1998      11,048,676.10     67,788.23       6,859.78      11,041,816.32      31       74,648.01     11,041,816.32       0.00
09/10/1998      11,041,816.32     67,746.14       6,901.87      11,034,914.46      31       74,648.01     11,034,914.45       0.01
10/10/1998      11,034,914.46     65,519.80       9,128.21      11,025,786.25      30       74,648.01     11,025,786.25       0.00
11/10/1998      11,025,786.25     67,647.79       7,000.22      11,018,786.03      31       74,648.01     11,018,786.03       0.00
12/10/1998      11,018,786.03                     9,034.13      11,009,751.90      30       75,835.52     11,009,562.06**   189.84
01/10/1999      11,009,751.90     68,971.51       6,864.01      11,002,887.89      31       75,835.52     11,002,887.89       0.00
02/10/1999      11,002,887.89     68,928.51       6,907.01      10,995,980.88      31       75,835.52     10,995,842.21     138.67
03/10/1999      10,995,980.88     62,218.93      13,616.59      10,982,364.29      28       75,835.52     10,982,224.83     139.46
04/10/1999      10,982,364.29     68,799.94       7,035.58      10,975,328.70      31       75,835.52     10,975,188.37     140.33
06/10/1999      10,966,031.11     68,697.62       7,137.90      10,958,893.21      31       75,835.52
07/10/1999      10,958,893.21     66,438.29       9,397.23      10,949,495.98      30       75,835.52

                                                                                                                           -141.18

</TABLE>


**  Began new rate 10/12/00 accrual instead of pmt. 141.18 noncash DR/CR made
    on 5/12/99 to correct amortization.