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                                                                   EXHIBIT 10.61

         THIS LEASE made the 1st day of May, 1991 between MICHAEL ANTHONY
COMPANY, having an address at 115 South MacQuesten Parkway, Mt. Vernon, New York
hereinafter referred to as LANDLORD, and MICHAEL ANTHONY JEWELERS, INC., located
at 115 South MacQuesten Parkway, Mount Vernon, New York 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 the entire building in the
building known as 60 South MacQuesten Parkway, Mount Vernon, New York to be used
and occupied by the Tenant

and for no other purpose, for a term to commence on May 1, 1991, and to end on
April 30th, 2001, unless sooner terminated as hereinafter provided, at the
ANNUAL RENT of

                             See paragraph 62 herein

all payable in equal monthly installments in advance on the first day of each
and every calendar month during said term, except the first installment, which
shall be paid upon the execution hereof.

                  THE TENANT JOINTLY AND SEVERALLY COVENANTS:

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

                  SECOND.-- REPAIRS
                            ORDINANCES AND VIOLATIONS
                            ENTRY
                            INDEMNIFY LANDLORD

         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, 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

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         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.--     MOVING INJURY SURRENDER
                      NEGATIVE COVENANTS
                      OBSTRUCTION SIGNS
                      AIR CONDITIONING

         That the Tenant will not 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, withhold 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 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

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         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.-- FIRE CLAUSE.

         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 that 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 the same, or if
         the building shall be so damaged that Landlord shall decide to demolish
         it or to rebuild it, then or in any of such events Landlord may, within
         ninety (90) days after such fire or other cause, give Tenant a notice
         in writing of such decision, which notice shall be given as in
         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.

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         FIFTH.-- EMINENT DOMAIN.

         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.-- LEASE NOT IN EFFECT
                  DEFAULTS
                  TEN DAY NOTICE
                  RE-POSSESSION OF LANDLORD
                  RE-LETTING
                  WAIVER BY TENANT

         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 


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         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 any of the
         rent and "additional rent" reserved herein less the avails of
         re-letting, if any, and the same shall be due and payable by the Tenant
         to the Landlord on the several rent days above specified, that is, upon
         each of such rent days the Tenant shall pay 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 to
         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 or 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.

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         SEVENTH.--  LANDLORD MAY PERFORM
                     ADDITIONAL RENT

         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 of any installment 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.-- AS TO WAIVERS.

         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.

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         NINTH.-- COLLECTION OF RENT FROM OTHERS.

         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, undertenant 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,
         undertenant 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.-- MORTGAGES.

         This lease shall be subject and subordinate at all times, to the lien
         of the mortgages now on the demised premises, and to all 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.-- IMPROVEMENTS.

         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.-- NOTICES.

         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.

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         THIRTEENTH.-- NO LIABILITY.

         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 the pipes, appliances or
         plumbing works of the same, or from the street or sub-surface, or from
         any other place, nor for interference with light or other incorporeal
         hereditaments by anybody other than the Landlord, or caused by
         operations by or for a governmental authority in construction of any
         public of quasi-public work, neither shall the Landlord be liable for
         any latent defect in the building.

         FOURTEENTH.-- NO ABATEMENT.

         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. ln 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" 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.

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         FIFTEENTH.-- RULES, ETC.

         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.-- SHORING OF WALLS.

         In the event that 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--VAULT SPACE.

         No vaults or space not within the property line of the building are
         leased hereunder. Landlord makes no representation as to the 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 to 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 of 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.-- ENTRY.

         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

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         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.-- NO REPRESENTATIONS.

         The Landlord has made no representations or promise 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.-- ATTORNEY'S FEES.

         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.-- POSSESSION.

         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.

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                  THE TENANT FURTHER COVENANTS:

         TWENTY-SECOND.-- IF A FIRST FLOOR

         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 hereof 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.-- INCREASED FIRE INSURANCE RATE.

         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 fact therein
         stated and of the several items and charges included in the fire
         insurance rate then applicable to the demised premises.

         TWENTY-FOURTH.-- WATER RENT

                                        SEWER

         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 of 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 therefore, the
         Tenant's proportionate part of all charges which the municipality or
         water supply

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         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.-- ELECTRIC CURRENT.

         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. Payment 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.-- SPRINKLER SYSTEM.

         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 supplied 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 head or other equipment. As
         additional rent hereunder the Tenant will pay to the Landlord, annually
         in advance, throughout the term 100%, toward the contract price for
         sprinkler supervisory service.

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         TWENTY-SEVENTH.-- SECURITY.

         The sum of -0- 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.-- INSURANCE.

         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 nowise
         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.-- BROKERS COMMISSIONS.

         The Landlord hereby recognizes MA 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.-- WINDOW CLEANING.

         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

                                       13


<PAGE>   14


         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.-- VALIDITY.

         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. EXECUTION AND DELIVERY OF LEASE.

         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.-- EXTERIOR OF PREMISES.

         The Tenant will keep clean and polished all metal, trim, marble and
         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.-- PLATE GLASS.

         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
         demised 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 thereof
         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.-- WAR EMERGENCY

         This lease and the obligations of the 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
         executed 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

                                       14


<PAGE>   15



         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.-- QUIET POSSESSION.

         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.

         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.

                           /s/ Anthony Paolercio
                           ---------------------
                           MICHAEL ANTHONY COMPANY Landlord

IN PRESENCE OF:

                           MICHAEL ANTHONY JEWELERS, INC.
                           ------------------------------
                                                  Tenant

                           BY: /s/Allan Corn
                                  ----------


                                       15


<PAGE>   16


State of New York, County of Westchester  ss:

         On the 1st day of May, 1991, before me personally came Anthony
Paolercio, to me known, who, being by me duly sworn, did depose and say that he
resides at                    ; that he is General Partner of Michael Anthony
Company                   , the partnership described in and which executed the
within instrument; and that he signed his name thereto by like order.

                                /s/RoseAnn Bosco
                                ----------------
                                  Notary Public

State of New York, County of Westchester  ss:
         On the Ist day of May, 1991, before me personally came Allan Corn, to
me known, who, being by me duly sworn, did depose and say that he resides at
           ; that he is Chief Financial Officer of Michael Anthony Jewelers, 
Inc., 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.

                                /s/RoseAnn Bosco
                                ----------------
                                  Notary Public

                           BUILDING
                                   -----------------------------
                           Premises 60 South MacQuesten Parkwav
                                    ---------------------------
                                    Mount Vernon, New York
                                    ----------------------

                           MICHAEL ANTHONY COMPANY  Landlord
                                           to
                           MICHAEL ANTHONY JEWELERS, INC.  Tenant

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

                                           LEASE

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


                                       16


<PAGE>   17





         RIDER TO LEASE DATED:
         May 1, 1991
         by and between: MICHAEL ANTHONY COMPANY
         of: 115 South MacQuesten Parkway, Mount Vernon, NY and: MICHAEL ANTHONY
         JEWELERS, INC.
         of: 115 South MacQuesten Parkway, Mount Vernon, NY respecting premises:
         The entire building known as 60 South MacQuesten Parkway, Mount Vernon,
         NY

36.      If this rider conflicts in any way with the printed form Lease, this
         rider shall control.

37.      Tenant shall provide and keep in force during the term of this lease,
         for the benefit of Landlord and Tenant, general liability insurance in
         good and solvent insurance companies selected by Tenant but licensed in
         the State of New York, with limits of $2,000,000 in respect to any one
         accident and $300,000 in respect to property damages. Landlord may at
         any time and from time to time require that the limits for the said
         liability insurance to be maintained by Tenant be increased to such
         limits as new tenants in the building wherein the demised premises are
         located are required by landlord to maintain. Such general liability
         insurance shall be in standard form and shall name the Landlord and
         his, her or its agents, servants, employees, contractors, licensees and
         invitees as insured parties. Tenant agrees to furnish certificates of
         such insurance to Landlord at the commencement of this lease and
         thereafter to deliver renewal certificates or replacement policies at
         least 15 days prior to the expiration of any such policy. In the event
         that the Tenant shall fail to provide any coverage required in this
         lease, Landlord may place the same and may pay the premium therefor for
         a period not exceeding one year and the amount so paid by Landlord
         shall be payable by Tenant to Landlord as additional rent on the next
         rent day after presentation of a bill therefor. Notwithstanding the
         terms of any such policy, Tenant agrees that occupation of the demised
         premises is at Tenant's own risks and Tenant hereby agrees to indemnify
         and hold Landlord harmless for any and all liability for injury to
         persons and/or property resulting from Tenant's operation of the
         demised premises and from any and all claims resulting from accident,
         damage, injury or death occurring at the demised premises.

38.      Tenant acknowledges that Tenant has made a careful inspection of the
         entire premises hereunder and is thoroughly familiar with the condition
         thereof, and agrees to accept same in "as is" condition.

                                       17


<PAGE>   18


39.      Landlord reserves and Tenant shall have no right to use:

         (a) The exterior faces of all perimeter walls
         (b) The roof and
         (c) The land, improvements and space below the lower surface of the
             lowest floor of the demised premises and above the interior
             surface of the ceiling of the highest floor of the demised 
             premises.

40.      Landlord in no way warrants the fitness of the demised premises for any
         particular purpose and makes no representation that the premises are in
         good repair or otherwise fit for use and occupancy.

41.      Tenant expressly acknowledges and agrees that Landlord has not made and
         is not making, and tenant, in executing and delivering this lease, is
         not relying upon, any warranties, representations, promises or
         statements, except to the extent that the same are expressly set forth
         in this lease or in any other written agreement(s) which may be made
         between the parties concurrently with the execution and delivery of
         this lease. All understandings and agreements heretofore made between
         the parties are merged in this lease and any other written agreement(s)
         made concurrently herewith, which alone fully and completely express
         the agreement of the parties and which are entered into after full
         investigation. Neither party has relied upon any statements or
         representations not embodied in this lease or in any other written
         agreement(s) made concurrently herewith. No agreement shall be
         effective to change, modify, waive, release, discharge, terminate or
         effect abandonment of this lease, in whole or in part unless such
         agreements are in writing, refers expressly to this lease and is signed
         by the party against whom enforcement of effectuation of abandonment is
         sought.

42.      Tenant may not assign this lease without Landlord's prior written
         consent in each instance, which consent Landlord agrees not to withhold
         or delay unreasonably. Any such assignment, sublease or other transfer,
         however, must be in writing. The Tenant's obligations hereunder must be
         assumed in writing by the transferee and a fully executed copy of the
         instrument of transfer with assumption thereof must be furnished to
         Landlord within ten (10) days after full execution thereof. No such
         transfer, however, shall be construed so as to release the transferor
         from responsibility for performance of Tenant's obligations
         hereunder. In determining whether to grant consent to the Tenant's
         sublet or assignment request, the Landlord may consider any reasonable
         factor. Landlord and Tenant agree that any one of the following
         factors, or any other reasonable factor, will be reasonable grounds for
         deciding the Tenant's request:

                                       18


<PAGE>   19


         (a) Financial strength of the proposed subtenant/assignee must be at
least equal to that of the existing tenant, as of the date of signing of this
Lease Agreement;

         (b) Business reputation of the proposed subtenant/assignee must be in
accordance with generally acceptable commercial standards ;

         (c) Use of the premises by the proposed subtenant/assignee must be
identical to the use permitted by this Lease Agreement;

         (d) Managerial and operational skills of the proposed
subtenant/assignee must be of a quality equal or superior to that of the
existing Tenant;

         (e) Use of the premises by the proposed subtenant/assignee must not
violate or create any potential violation of any laws;

         (f) Use of the premises by the proposed subtenant/assignee must not
violate any other agreements affecting the premises, the Landlord or other
Tenants.

43.      If Tenant shall at any time request Landlord to sublet or let the
         demised premises for Tenant's account, Landlord or its agent is
         authorized to receive keys for such purposes without releasing Tenant
         from any of its obligations under this lease, and Tenant hereby
         releases Landlord from any liability for loss or damage to any of the
         Tenant's property in connection with such subletting or letting.

44.      The liability of the original named Tenant and any other person(s) who
         at any time was or were liable to perform Tenant's obligations under
         this lease shall not be discharged, released or impaired by an
         agreement or stipulation made by Landlord modifying any of the
         obligations of this lease, except to the extent of any increase in the
         rent then called for by extension of the original duration of this
         lease beyond the original term, or by any waiver or failure of Landlord
         to enforce any of the obligations of this lease.If this lease is:

         (a)      Assigned, or otherwise transferred, or

         (b)      Through a sublease the demised premises or any part thereof is
                  sublet, then any rent paid by such assignee, transferee, or
                  sub lessee, all rent in excess of the rent provided by this
                  lease, shall be for the benefit of and shall be immediately
                  paid to the Landlord.


                                       19


<PAGE>   20




45.      If Tenant shall request Landlord's consent and Landlord shall fail and
         refuse to give such consent, Tenant shall not be entitled to any
         damages for any withholding by Landlord of its consent; Tenant's sole
         remedy shall be an action for specific performance or injunction, and
         such remedy shall be available only in those cases where Landlord has
         expressly agreed in writing not to unreasonably withhold its consent or
         where as a matter of law Landlord may not unreasonably withhold its
         consent.

46.      Tenant shall reimburse Landlord for the full cost incurred by landlord
         in maintaining fire, liability and other hazard insurance on the
         premises during the entire term of this lease and Tenant shall pay same
         as additional rent payable on the next day ensuing thereafter.

47.      Tenant may not effect any alterations at the demised premises without
         Landlord's prior written consent in each instance, which consent will
         not be withheld unreasonably; however in connection with any such
         alteration, Tenant must comply with the rules and regulations of any
         and all governmental authorities having jurisdiction and, at the
         termination of Tenant's occupancy, Tenant must restore the premises to
         its former condition at Landlord's option.

48.      INTENTIONALLY OMITTED.

49.      Anything herein contained to the contrary not notwithstanding, Tenant
         shall have the right to install and maintain a sign or signs at the
         demised premises providing that same comply in all respects with such
         governmental or other regulations as may apply thereto, and further
         providing that Landlord's prior written consent is obtained in each
         instance which consent shall not be unreasonably withheld.

50.      Anything herein contained to the contrary notwithstanding:

         (a) Landlord shall not be responsible for the furnishing of any heat or
hot water to the demised premises.

         (b) Tenant agrees to procure and maintain plate glass insurance in
standard form naming both Tenant and Landlord as insured parties and covering
all exterior plate glass at the demised premises. Upon Tenant's failure so to
do, Landlord may replace, at the Tenant's expense, any and all broken exterior
plate glass at the demised premises, and may insure and keep insured all such
plate glass for and in the name of the Landlord, whereupon bills for the
premiums therefor, when rendered by Landlord to Tenant, shall be due and payable
when rendered and the amount thereof shall be deemed to be and shall be payable
as additional rent.

                                       20


<PAGE>   21


51.      Tenant agrees to collect, properly contain and dispose of any and all
         garbage, trash, rubbish and refuse generated at the demised premises or
         by reason of the Tenant's business and to dispose of same promptly at
         Tenant's sole cost and expense in full compliance with any and all
         applicable municipal regulations and without undue interference with
         the Landlord and/or other Tenants in the building in which the demised
         premises are located. Tenant further agrees to store any garbage
         dumpster inside the building at all times the Tenant's business is
         closed.

52.      Tenant shall not do any act, whether in connection with maintenance or
         use of the equipment or otherwise, which will or may disturb any other
         occupant of the building where the demised premises are located,
         including but not limited to the generation of noise to excess, the
         emission of unpleasant or disturbing odors/or permitting of the
         congregation of teenagers and the like.

53.      As a further consideration for the granting of this lease, Tenant
         agrees that it will maintain any and all plumbing waste lines serving
         the demised premises or the demises premises and other and keep said
         lines clear of blockages from the building in which the demised
         premises are located up to the connection with the public sewer main.

54.      Tenant shall be solely responsible for and maintaining all electricity
         and air-conditioning used by it at the time demised premises. Tenant
         covenants and agrees that at all times its uses of electric current
         shall not exceed the capacity of existing feeders to the building or
         the risers or wiring installations and Tenant may not use any
         electrical equipment which, in Landlord'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 Landlord liable or responsible
         to Tenant, for any loss, damages or expenses which Tenant may sustain.
         Tenant shall make all repairs to and/or replace if necessary, the gas
         heater.

55.      The rent shall be paid on the first of the month in lawful money of the
         United States at its office, or such other place, or the Landlord's
         agent at such other place, as Landlord shall designate by notice to
         Tenant. Tenant shall pay the rent promptly when due without notice or
         demand therefore and without any abatement, deduction or setoff for any
         reason whatsoever, except as may expressly be provided for in this
         lease.If Tenant makes any payment to Landlord by check, same shall be
         Tenant's check and Landlord shall not be required to accept the check
         of any other person, and any check received by Landlord shall be deemed
         received subject to collection. If any check is mailed by Tenant,
         Tenant shall post such check and will be received by Landlord on or
         before date

                                       21


<PAGE>   22


         when payment is due. Tenant shall assume the risk of lateness or
         failure of delivery of the mail, and no lateness or failure of the mail
         will excuse Tenant from its obligations to have made payment in
         question when required under this lease. Landlord shall have the right
         at all times to require payment of rent by means of cash, money order,
         certified or bank check. In the event that rent due on the first of the
         month is not paid by the fifth of the month, Tenant acknowledges that 
         it shall pay Landlord a late charge of two cents for each dollar paid 
         late to cover additional administration and bookkeeping costs.

56.      No payment by Tenant or receipt or acceptance by Landlord of a lesser
         amount than the correct rent shall be deemed to be other than a payment
         on account, nor shall any endorsement or statement on any check or any
         letter accompanying any check or payment be deemed an accord and
         satisfaction, and Landlord may accept such check or payment without
         prejudice to Landlord's rights to recover the balance or pursue any
         other remedy in this lease to recover the balance or pursue any other
         remedy in this lease or at law provided. Whether or not Tenant is in
         arrears in payment of rent Tenant waives Tenant's right if any, to
         designate the times to which any payments made by Tenants are to be
         credited and Landlord may apply any payments made of and
         notwithstanding any designation or request by Tenant as to the items to
         which any such payments shall be credited. If any of Tenant's check
         shall be dishonored by Tenant's bank, for whatever reason, Landlord
         shall be entitled to a dishonored check fee of fifty ($50.00) dollars,
         payable immediately, for each such occurrence, and Tenant shall replace
         such dishonored check with a certified check immediately.

57.      Tenant shall be responsible for all janitorial or cleaning expenses
         relating to the demised premises.

58.      Tenant agrees to pay, as additional rent, all real estate taxes,
         assessments, water and sewer charges and any other taxes which may
         hereafter be assessed or attributable to the land and building of which
         the demised premises form a part for the entire term of the lease and
         any extensions thereto. Where any lease year does not coincide with the
         fiscal year, an appropriate adjustment shall be made. The land and
         buildings are known as tax block _________and Lots______________.

59.      lrrespective of the place of execution or performance, this lease shall
         be governed by and construed in accordance with the Laws of the State
         of New York.

60.      Tenant shall pay for its own utility charges.

61.      Tenant agrees not to record this lease.

                                       22


<PAGE>   23


62.      (a)      Tenant agrees to pay a base annual rental in equal monthly 
                  installments in advance on the first day of each and every 
                  month during said term, except the first installment which 
                  shall be paid upon execution hereof, as follows:

                  (1)      Eighteen Thousand and 00/100 (18,000.00) dollars each
                           month for period commencing May 1, 1991, and ending
                           April 30, 1993;

                  (2)      Nineteen Thousand Five Hundred and 00/100 (19,500.00)
                           dollars each month for period commencing May 1, 1993,
                           and ending April 30, 1995;

                  (3)      Twenty-One Thousand and 00/100 (21,000.00) dollars
                           each month for period commencing May 1, 1995, and
                           ending April 30, 1997;

                  (4)      Twenty-Four Thousand and 00/100 ($24,000.00) dollars
                           each month for period commencing May 1, 1997, and
                           ending April 30, 1999;

                  (5)      Twenty-Seven Thousand and 00/100 ($27,000.00) dollars
                           each month for period commencing May 1, 1999, and
                           ending April 30, 2001, at which time the tenancy
                           shall terminate.

63.      Landlord reserves the right to require Tenant to deposit two months
         security at any time during the pendency of the lease term.

64.      This lease is intended to be a net/net/net Lease and any maintenance or
         operating costs, taxes or insurance not mentioned herein, which costs
         are incurred by virtue of the existence of the premises leased
         hereunder, are to be borne by the Tenant as additional rental and are
         due on the next rent day ensuing thereafter.

65.      Tenant agrees to clean the sidewalk in front of the premises and keep
         same free of snow, ice and rubbish. Tenant further agrees to keep
         premises free of vermin, rodents, and other such pest and to use the
         services of any exterminator if necessary.

66.      Tenant agrees that tenant will keep tenant's business at the demised
         premises open for business during normal business hours during the
         period of this lease with the exception of not more than two (2) weeks
         during the calendar year for vacation or other purposes.

                               Landlord Michael Anthonv Cornpany

                               By: /s/Anthony Paolercio
                                   --------------------
                               Anthony Paolercio, General Partner

                               Tenant Michael Anthony Jewelers, Inc.
                                      -----------------------------

                               By: /s/ Allan Corn
                                   --------------
                               Allan Corn, Chief Financial Officer



                                       23