Agreement of Lease, made as this 23rd day of January 19, 1992, between 61 2nd
Street Associates, a New York limited partnership, having its place of business
at 4705 Metropolitan Avenue, Ridgewood, New York,

Party of the first part, hereinafter referred to as OWNER, and

with offices at
Quarex Inc., a New York corporation having its place of business at 4705
Metropolitan Avenue, Ridgewood, New York,

party of the second part, hereinafter referred to as TENANT, Witnesseth:
Owner hereby leases to Tenant and Tenant hereby hires from Owner

CPI (5% to 10%) per year

in the building known as 61 2nd Street. Mineola, New York
in the County of Nassau, City of New York, for the term of five (5) years,

(or until such term shall sooner cease and expire as hereinafter provided) to
commence on the 1st day of February nineteen hundred and ninety-two, and to the
end on the
31st day of January nineteen hundred and ninety-seven
both dates inclusive, at an annual rental rate of THREE HUNDRED AND FIFTY
THOUSAND ($350,000.00) PER ANNUM (TWENTY NINE THOUSAND ONE HUNDRED SIXTY-SIX AND
67/100 ($29,166.67) DOLLARS PER MONTH

which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first 1 monthly installment on the execution hereof (unless this lease
be a renewal).

      In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.
      The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

Occupancy:

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

Use:

2. Tenant shall use and occupy demised premises for warehouse supermarket for
   the sale of food and related products provided such use is in accordance with
   the Certificate of Occupancy for the building, if any, and for no so other
   purpose.
<PAGE>

Alterations:

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

4. Owner shall maintain and repair the exterior of and the public portions of
   the building. Tenant shall, throughout the term of this lease, take good care
   of the demised premises including the bathrooms and lavatory facilities (of
   the demised Premises encompass the entire floor of the building) and the
   winnows and window frames and, the fixtures and appurtenances therein and
   Tenant's sole cost and expense promptly make all repairs thereto and to ___
   building, whether structural or non-structural in nature, caused by or
   resulting from the carelessness, omission, neglect or improper conduct of
   Tenant, Tenant's servants, employees, invitees, or licensees, and whether or
   not arising from such Tenant conduct or omission, when require by other
   provisions of this lease, including Article 6. Tenant shall also repair all
   damage to the building and demised premises caused by the moving of Tenant's
   fixtures, furniture or equipment. All the aforesaid repairs shall be of
   quality or class equal to the original work or construction. If Tenant fails,
   after ten days notice, to proceed with due diligence to make repairs required
   to be made by Tenant, the same may be made by the Owner at the expense of
   Tenant, and the expenses thereof incurred by Owner shall be collectible, as
   additional rent, after rendition of a bill or statement therefor. If the
   demised premises be or become infested with vermin, Tenant shall, at its
   expense, cause the same to be exterminated. Tenant shall give Owner prompt
   notice of any defective condition in any plumbing, heating system or
   electrical lines located in the demised premises and following such notice,
   Owner shall remedy the condition with due diligence, but at the expense of
   Tenant, if repairs are necessitated by damage or injury attributable to
   Tenant, Tenant's servants, agents, employees, invitees or licensees as
   aforesaid. Except as specifically provided in Article 9 or elsewhere in this
   lease, there shall be no allowance to the Tenant for a diminution of rental
   value and no liability on the part of Owner by reason of inconvenience,
   annoyance or injury to business arising from Owner, Tenant or others making
   or failing to make any repairs, alternations, additions or improvements in or
   to any position of the building or the demised premises or in and to the
   fixtures, appurtenances or equipment thereof. The provisions of this Article
   4 with respect to the making of repairs shall not apply in the case of fire
   or other casualty with regard to which Article 9 hereof shall apply.

Window Cleaning:

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

6. Prior to the commencement of the lease term, if Tenant is then in possession,
and at all times thereafter, Tenant shall, at Tenant's sole cost and expense,
promptly comply with all present and future laws, orders and regulations of all
state, federal, municipal and local governments, departments, commissions and
boards and any direction of any public officer pursuant to law, and all orders,
rules and regulations of the New York Board of Fire Underwriters, or the
Insurance Services Office, or any similar body which shall impose any violation,
order or duty upon Owner or Tenant with respect to the demised premises whether
or not arising out of Tenant's use or manner of use thereof, or, with respect to
the building, if arising out of Tenant's use or manner of use of the demised
premises or the building (including the use permitted under the by its manner of
use of the demised premises or method of operation therein, violated any such
laws, ordinances, orders, rules, regulations or requirements with respect
thereto. Tenant shall not do or permit any act or thing to be done in or to the
demised premises which is contrary to law, or which will invalidate or be in
conflict with public liability, fire or other policies of insurance at any time
carried by or for the benefit of Owner. Tenant shall not keep anything in the
demised premises except as now or hereafter permitted by the Fire Department,
Board of Fire Underwriters, Fire Insurance Rating Organization and other
authority having jurisdiction, and then only in such manner and such quantity so
as not to increase the rate for fire insurance applicable to the building, nor
use the premises in a manner which will increase the Insurance rate for the
building or any property located therein over that in effect prior to the
commencement of Tenant's occupancy. If by reason of failure to comply with the
foregoing the fire insurance rate shall, at the beginning of this lease or at
any time thereafter, be higher than it otherwise would be, then Tenant shall
reimburse Owner, as additional rent hereunder, for that position of all fire
insurance premiums thereafter paid by Owner which shall have been charged
because of such failure by Tenant. In any action or proceeding wherein Owner and
Tenant are parties, a schedule or :make-up" or rate for the building or demised
premises issued by a body making fire insurance rates therein state and of the
several items and charges in the fire insurance rates then applicable to said
premises. Tenant shall not place a load upon any floor of the demised premises
exceeding the floor load per square foot area which it was designed to carry and
which is allowed by law. Owner reserves the right to prescribe the weight and
position of all sales, business machines and mechanical equipment. Such
Installations shall be placed and maintained by Tenant, at Tenant's expense, in
settings sufficient, in Owner's judgement, to absorb and prevent vibration,
noise and annoyance.

Subordination:

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

Property -- Loss, Damage, Reimbursement, Indemnity:

8. Owner or its agents shall not be liable for any damage to property of Tenant
   or of others entrusted to employees of the building, nor for loss of or
   damage to any property of Tenant by theft or otherwise, nor for any injury or
   damage to persons or property resulting from any cause of whatsoever nature,
   unless caused by or due to the negligence of Owner, its agents, servants or
   employees; Owner or its agents shall not be liable for any damage caused by
   other tenants or persons in, upon or about said building or caused by
   operations in connection of any private, public or quasi public work. If at
   any time any windows of the demised premises are temporarily closed, darkened
   or bricked up (or permanently closed, darkened or bricked up, if required by
   law) for any reasons whatsoever including, but not limited to Owner's own
   acts, Owner shall not be liable for any damage Tenant may sustain thereby and
   Tenant shall not be entitled to any compensation therefor nor abatement or
   diminution of rent nor shall the same release Tenant from its obligations
   hereunder nor constitute an eviction. Tenant shall indemnify and save
   harmless Owner against and from all liabilities, obligations, damages,
   penalties, claims, costs, and expenses for which Owner shall not be
   reimbursed by insurance, including reasonable attorney's fees, paid, suffered
   or incurred as a result of any breach by Tenant, Tenant's agents,
   contractors, employees, invitees or licensees. Tenant's liability under this
   lease extends to the acts and omissions of any sub-tenant. In case any action
   or proceeding is brought against Owner by reason of any such claim, Tenant,
   upon written notice from Owner, will, at Tenant's expense, resist or defend
   such action or proceeding by counsel approved by Owner in writing, such
   approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

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

   (f)Tenant hereby waives the provisions of Section 227 of the Real Property
      Law and agrees that the provisions of this article shall govern and
      control in lieu thereof.

Eminent Domain:

10.If the whole or any part of the demised premises shall be acquired or
   condemned by Eminent Domain for any public or quasi public use or purpose,
   then and in that event, the term of this lease shall cease and terminate from
   the date of title vesting in such proceeding and Tenant shall have no claim
   for the value of any unexpired term of said lease.

Assignment, Mortgage, Etc.:

11.Tenant, for itself, its heirs, distributees, executors, administrators,
   legal representatives, successors and assigns, expressly covenants that it
   shall not assign, mortgage or encumber this agreement, nor underlet, or
   suffer or permit the demised premises or any part thereof to be used by
   others, without the prior written consent of Owner in each instance. Transfer
   of the majority of the stock of a corporate Tenant shall be deemed an
   assignment. If this lease be assigned., of if the demised premises or any
   part thereof be underlet or occupied by anybody other than Tenant, Owner may,
   after default by Tenant, collect rent from the assignee, under-tenant or
   occupant, and apply the net amount collected to the rent herein reserved, but
   no such assignment, underletting, occupancy or collection shall be deemed a
   waiver of this covenant, or the acceptance of the assignee, under-tenant or
   occupant as tenant, or a release of Tenant from the further performance by
   Tenant of covenants on the part of Tenant herein contained. The consent by
   Owner to an assignment or underletting shall not in any wise be construed to
   relieve Tenant from obtaining the express consent in writing of Owner to any
   further assignment or underletting.

Electric Current:

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

Access to Premises:

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

[Text not continuous: see note above]

14. No vaults, vault space or area, whether or not enclosed or covered not
within the property line of the building is leased hereunder, anything contained
in or indicated on any sketch, blue print or plan, or anything contained
elsewhere in this lease to the contrary notwithstanding. Owner makes no
representation as to the location of the property line of the building. All
vaults and vault space and all such areas not within the property line of the
building, which Tenant may be permitted to use and/or occupy, is to be used
and/or occupied under a revocable license, and if any such license be revoked,
or if the amount of such space or area be diminished or required by any federal,
state or municipal authority or public utility, Owner shall not be subject to
any liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive of actual eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant, if used by Tenant,
whether or not specifically leased hereunder.

Occupancy:

15. Tenant will not at any time use or occupy the demised premises in violation
of the certificate of occupancy issued for the building of which the demised
premises are a part. Tenant has inspected the premises and accepts them as is,
subject to the riders annexed hereto with respect to Owner's work, of any. In
any event, Owner makes no representation as to the condition of the premises and
Tenant agrees to accept the same subject to violations, whether or not of
record. If any governmental license or permit shall be required for the proper
and lawful conduct of Tenant's business, Tenant shall be responsible for and
shall procure and maintain such license or permit.

Bankruptcy:

16.(a) Anything elsewhere in this lease to the contrary notwithstanding, this
   lease may be cancelled by Owner by sending of a written notice to Tenant
   within a reasonable time after the happening of any one or more of the
   following events: (1) the commencement of a case in bankruptcy or under the
   laws of any state
      naming Tenant as the debtor; or
   (2)the making by Tenant of an assignment or any other arrangement for the
      benefit of creditors under any state statute. Neither Tenant nor any
      person claiming through or under Tenant, or by reason of any statute or
      order of court, shall thereafter be entitled to possession of the premises
      demised but shall forthwith quit and surrender the premises. If this lease
      shall be assigned in accordance with its terms, the provisions of this
      Article 16 shall be applicable only to the party then owning Tenant's
      interest in this lease.
   (b)It is stipulated and agreed that in the event of the termination of this
      lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
      other provisions of this lease to the contrary, be entitled to recover
      from Tenant as and for liquidated damages an amount equal to the
      difference between the rental reserved hereunder for the unexpired portion
      of the term demised and the fair and reasonable rental value of the
      demised premises for the same period. In the computation of such damages
      the difference between any installment of rent becoming due hereunder
      after the date of termination and the fair an reasonable rental value of
      the demised premises for the period for which such installment was payable
      shall be discounted to the date of termination at the rate of four percent
      (4%) per annum. If such premises or any part thereof be relet by the Owner
      for the unexpired term of said lease, or any part thereof, before
      presentation of proof of such liquidate damages ..... any court,
      commission or tribunal, the amount of rent reserved upon such reletting
      shall be deemed to be the fair and reasonable rental value for the part or
      the whole of the premises so re-let during the term of the re-letting.
      Nothing herein contained shall limit or prejudice the right of the Owner
      to prove for and obtain as liquidate damages by reason of such
      termination, an amount equal to the maximum allowed by any statute or rule
      of law in effect at the time when, and governing the proceedings in which,
      such damages are to be provided, whether or not such amount be greater,
      equal to, or less than the amount of the difference referred to above.

Default:

17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the covenants for the payment of rent or additional rent; or if the
demised premises becomes vacant or deserted "or if this lease be rejected under
ss. 235 of Title 11 of the U.S. Code (bankruptcy code);" or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant; of
if Tenant shall make default with respect to any other lease between Owner and
Tenant; or if Tenant shall have failed, after five (5) days written notice, to
redeposit with Owner any portion of the security deposited hereunder
[thereunder?] which Owner has applied to the payment of any rent and additional
rent due and payable hereunder or failed to move into or take possession of the
premises within fifteen (15) days after the commencement of the term of this
lease, of which fact Owner shall be the sole judge; when in any one or more of
such events, upon Owner serving a written five (5) days notice upon Tenant
specifying the nature of said default and upon the expiration of said five (5)
days, if Tenant shall have failed to comply with or remedy such default, of if
the said default or omission complained of shall be of a nature that the same
cannot be completely cured or remedied within said five (5) day period, and if
Tenant shall not have diligently commenced during such default within such five
(5) day period, and shall not thereafter with reasonable diligence and in good
faith, proceed to remedy or cure such default, then Owner may serve a written
three (3) day's notice of cancellation of this lease upon Tenant, and upon the
expiration of said three (3) days this lease and the term hereunder shall end
and expire as fully and completely as if the expiration of such three (3) day
period were the day herein definitely fixed for the end and expiration of this
lease and the term thereof and Tenant shall then quit and surrender the demised
premises to Owner but Tenant shall remain liable as hereinafter provided.

(2) If the notice provided for in (1) hereof shall have been given, and the term
shall expire as aforesaid; or if Tenant shall make default in the payment of the
rent reserved herein or any item of additional rent herein mentioned or any part
of either or in making any other payment herein required; then and in any of
such events Owner may without notice, re-enter the demised premises either by
force or otherwise, and dispossess Tenant by summary proceedings or otherwise,
and the legal representative of Tenant or other occupant of demised premises and
remove their effects and hold the premises as if this lease had not been made,
and tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default hereunder
prior to the date fixed as the commencement of any renewal or extension of this
lease, Owner may cancel and terminate such renewal or extension agreement by
written notice.
<PAGE>

Remedies of Owner and Waiver of Redemption:

18. In case of any such default, re-entry, expiration and/or disposes by summary
proceedings or otherwise, (a) the rent, and additional rent, shall become due
thereupon and be paid up to the
   time of such re-entry, dispossess and/or expiration,

(b)Owner may re-let the premises or any part or parts thereof, either in the
   name of Owner or otherwise, for a term or terms, which may at Owner's option
   be less than or exceed the period which would otherwise have constituted the
   balance of the term of this lease and may grant concessions or free rent or
   charge a higher rental than that in the lease,

(c)Tenant or the legal representatives of Tenant shall also pay Owner as
   liquidated damages for the failure of Tenant to observe and perform said
   Tenant's covenants herein constrained, any deficiency between the rent hereby
   reserved and or covenanted to be paid and the net amount, if any, of the
   rents collected on account of the subsequent lease or leases of the demised
   premised for each month of the period which would otherwise have constituted
   the balance of the term of this lease. The failure of Owner to re-let the
   premises or any part or parts thereof shall not release or affect Tenant's
   liability for damages. In computing such liquidated damages there shall be
   added to the said deficiency such expenses as Owner may incur in connection
   with re-letting, such as legal expenses, attorneys' fees, brokerage,
   advertising and for keeping the demised premises in good order or for
   preparing the same for re-letting. Any such liquidated damages shall be paid
   in monthly installments by Tenant on the rent day specified in this lease and
   any suit brought to collect the amount of the deficiency for any month shall
   not prejudice in any way the rights off Owner to collect the deficiency for
   any subsequent month by a similar proceeding. Owner, in putting the demised
   premises in good order or preparing the same for re-rental may, at Owner's
   option, make such alterations, repairs, replacements, and/or decorations in
   the demised premises as Owner, in Owners sole judgement, considers advisable
   and necessary for the purpose of re-letting the demised premises, and the
   making of such alterations, repairs, replacements, and/or decorations shall
   not operate or be construed to release Tenant from liability hereunder as
   aforesaid. Owner shall in no event be liable in any way whatsoever for
   failure to re-let the demised premises, or in the event that the demised
   premises are re-let, for failure to collect the rent thereof under such
   re-letting, and in no event shall Tenant be entitled to receive any excess,
   if any , of such net rents collected over the sums payable by Tenant to Owner
   hereunder, in the event of a breach or threatened breach by Tenant of any of
   the covenants or provisions hereof, Owner shall have the right of injunction
   and the right to invoke any remedy allowed at law or in equity as if
   re-entry, summary proceedings and other remedies were not herein provided
   for. Mention in this lease of any particular remedy, shall not preclude Owner
   from any other remedy, in law or in equity. Tenant hereby expressly waives
   any and all rights of redemption granted by or under any present or future
   laws.

Fees and Expenses:

19. If Tenant shall default in the observance or performance of any term or
covenant by Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, then, unless otherwise
provided elsewhere in this lease. Owner may immediately or at any time
thereafter an without notice perform the obligation of Tenant thereunder. If
Owner, in connection with the foregoing or in connection with any default by
Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
any obligations for the payment of money, including but not limited to
attorney's fees, in instituting, prosecuting or defending any action or
proceeds, then Tenant will reimburse Owner for such sums so paid or obligations
incurred with interest and costs. The foregoing expenses incurred by reason of
Tenant's default shall be deemed to be additional rent hereunder and shall be
paid by Tenant to Owner within five (5) days of rendition of any bill or
statement to Tenant therefor. If Tenant's lease tem shall have expired at the
time or making of such expenditures or incurring of such obligations, such sums
shall be recoverable by Owner as damages.

Building Alterations and Management:

20. Owner shall have the right at any time without the same constituting an
eviction and without incurring liability to Tenant therefor to change the
arrangement and or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the building and
to change the name, number or designation by which the building may be known.
There shall be no allowance to Tenant for diminution of rental value and no
liability on the part of Owner by reason of inconvenience, annoyance or injury
to business arising from Owner or other Tenant making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.

No Representations by Owner:

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

End of Term:

22. Upon the expiration or other termination of the term of this lease, Tenant
shall quit and surrender to Owner the demised premises, broom clean, in good
order and condition, ordinary wear and damages which Tenant is not required to
repair as provided elsewhere in this lease excepted, and Tenant shall remove all
its property from the demised premises. Tenant's obligation to observe or
perform this covenant shall survive the expiration or other termination of this
lease. If the last day of the term of this Lease or any renewal thereof, falls
on Sunday, this lease shall expire at noon on the preceding Saturday unless it
be a legal holiday in which case it shall expire at noon on the preceding
business day.

Quiet Enjoyment:

23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and
    additional rent and observing and performing all the terms, covenants and
    conditions, on Tenant's part to be observed and performed, Tenant may
    peaceably and quietly enjoy the premises hereby demised, subject,
    nevertheless, to the terms and conditions of this lease including, but not
    limited to, Article 34 hereof and to the ground leases, underlying leases
    and mortgages hereinbefore mentioned.

Failure to Give Possession:

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

No Waivers:

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

Waiver of Trial by Jury:

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

Inability to Perform:

27. This Lease and the obligation of Tenant to pay rent hereunder and perform
    all of the other covenants and agreements hereunder on part of Tenant to be
    performed shall in no wise be affected, impaired or excused because Owner is
    delayed in supplying any service expressly or impliedly to be supplied or is
    unable to make, or is delayed in making any repair, additions, alterations
    or decorations or is unable to supply or is delayed in supplying any
    equipment or fixtures of Owner is prevented or delayed from so doing by
    reason of strike or labor troubles or any cause whatsoever beyond Owner's
    sole control including, but not limited to, government preemption in
    connection with a National Emergency or by reason of any rule order or
    regulation of any department or subdivision thereof of any government agency
    or by reason of the conditions of supply and demand which have been or are
    affected by war or other emergency.

Bills and Notices:

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

Water Charges:

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

Sprinklers:

30. Anything elsewhere in this lease to the contrary notwithstanding, if the New
York Board of Fire Underwriters or the New York Fire Insurance Exchange or any
bureau, department or official of the federal, state, or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reasons, or if any such sprinkler system
installati9ons, modifications, alterations, additional sprinkler heads or other
such equipment, become necessary to prevent the imposition of a penalty or
change against he full allowance for a sprinkler system in the first insurance
rate set by any said Exchange or by any fir insurance company, Tenant shall, at
Tenant's expense, promptly make such sprinkler system installations, changes,
modifications, alternations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or
non-structural in nature, Tenant shall pay to Owner as additional rent the sum
of $___________, on the first day of each month during the term of this lease,
as Tenant's portion of the contract price for sprinkler supervisory service.

Elevators, Heat, Cleaning:

31. As long as Tenant is not in default under any of the covenants of this lease
Owner shall:

      (a)   provide necessary passenger elevator facilities on business days
            from 8 a.m. to 6 p.m. and on Saturdays from 8. a.m. to 1 p.m.;

      (b)   If freight elevator service is provided, same shall be provided only
            on regular business days Monday through Friday inclusive, and on
            those days only between the hours of 9 a.m. and 12 noon and between
            1 p.m. and 5 p.m.;

      (c)   Furnish heat, water and other services supplied by owner to the
            demised premises, when and as required by law, on business days from
            8 a.m. to 6 p.m. and on Saturdays from 8. a.m. to 1 p.m.;

      (d)   Clean the public halls and public portions of the building which are
            used in common by all tenants. Tenant shall, at Tenant's expense,
            keep the demised premises, including the windows, clean and in
            order, to the satisfaction of Owner, and for that purpose shall
            employ the person or persons, or corporation approved by Owner.
            Tenant shall pay to Owner the cost of removal of any of Tenant's
            refuse and rubbish from the building. Bills for the same shall be
            rendered by Owner to Tenant at such time as Owner may elect and
            shall be due and payable hereunder, and the amount of such bills
            shall be deemed to be, and be paid as, additional rent. Tenant
            shall,, however, have the option of independently contracting for
            the removal of such rubbish and refuse in the event that Tenant does
            not wish to have same done by employees of Owner. Under such
            circumstances, however, the removal of such refuse and rubbish by
            others shall be subject to such rules and regulations as, in the
            judgement of Owner, are necessary for the proper operation of the
            building. Owner reserves the right to stop service of the heating,
            elevator, plumbing and electric systems, when necessary, by reason
            of accident, or emergency, or for repairs, alterations, replacements
            or improvements in the judgement of Owner desirable or necessary to
            be made, until said repairs, alterations, replacements or
            improvements, in the judgement of Owner desirable or necessary to be
            made, until such repairs, alterations, replacements or improvements
            shall have been completed. If the building of which the demised
            premises are a part supplies an annually operated elevator service,
            Owner may proceed with alterations necessary to substitute automatic
            control elevator service upon ten (10) day written notice to Tenant
            without in any way affecting the obligations of Tenant hereunder,
            provided that the same shall be done with the minimum amount of
            inconvenience to Tenant, and Owner pursues with due diligence the
            completion of the alterations.

Captions:

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

Definitions:

33. The term "Owner" as used in this lease means only the owner of the fee or
the leasehold of the building, or the mortgagee in possession , for the time
being of the land and building (or the owner of a lease of the building or of
the land and building) of which the demised premises form a part, so that in the
event of any sale or sales of said land and building or of said lease, or in the
event of a lease of said building, or of the land and building, the said Owner
shall be and hereby is entirely freed and relieved of all covenants and
obligations of Owner hereunder, and it shall be deemed and construed without
further agreement between the parties or their successors in interest, or
between the parties and the purchaser, at any such sale, or the said lessee of
the building, or of the land and building, that the purchaser or the lessees of
the building has assumed and agreed to carry out any and all covenants and
obligations of Owner hereunder. The words" re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning. The term "rent"
includes the annual rental rate whether so-expressed or expressed in monthly
installments, and "additional rent" "Additional rent" means all sums which shall
be due to the Owner from Tenant under this lease, in addition to the annual
rental rate. The term "business days" as used in this lease, shall exclude
Saturdays (except such portion thereof as is covered by specific hours in
Article 31 hereof), Sundays and all days observed by the State or Federal
Government as legal holidays and those designated as holidays by the applicable
building service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.

Adjacent Excavation

35.If an excavation shall be made upon land adjacent to the demised premises,
   or shall be authorized to be made, Tenant shall afford to the person causing
   or authorized to cause such excavation, license to enter upon the demised
   premises for the purpose of doing such work as said person shall deem
   necessary to preserve the wall or the building of which demised premised form
   a part from injury or damage and to support the same by proper foundations
   without any claim for damages or indemnity against Owner, or diminution or
   abatement of rent.

Rules and Regulations

36.Tenant and Tenant's servants, employees, agents, visitors, and licensees
   shall observe faithfully, and comply strictly with, the Rules and Regulations
   annexed hereto and such other further reasonable Rules and Regulations as
   Owner or Owner's agents may from time to time adopt. Notice of any additional
   rules or regulations shall be given in such manner as Owner may elect. In
   case Tenant disputes the reasonableness of any additional Rule or Regulation
   hereafter made or adopted by Owner or Owner's agents, the parties hereto
   agree to submit the question of the reasonableness of such Rule or Regulation
   for decision to the New York office of the American Arbitration Association,
   whose determination shall be final and conclusive upon the parties hereto.
   The right to dispute the reasonableness of any additional Rule or Regulation
   upon Tenant's part shall be deemed waived unless the same shall be asserted
   by service of a notice, in writing upon Owner within ten (10) days after the
   giving of notice thereof. Nothing in this lease contained shall be construed
   to impose upon Owner any duty or obligation to enforce the Rules and
   Regulations or terms, covenants or conditions in any other lease, as against
   any other tenant and Owner shall not be liable to Tenant for violation of the
   same by any other tenant, its servants, employees, agents, visitors or
   licensees.

Glass:

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

Estoppel Certificate:

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

Directory Board Listing:

38.If, at the request of and as accommodation to Tenant, Owner shall place upon
   the directory board in the lobby of the building, one or more names of
   persons other than the Tenant, such directory board listing shall not be
   construed as the consent by Owner to an assignment or subletting by Tenant to
   such person or persons.

Successors and Assigns:

39. The covenants, conditions and agreements contained in this lease shall bind
and inure to the benefit of Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.

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

Witness for Owner:



Witness for Tenant:



By:   61 2nd Street Associates
      /s/ Peter Castellana, Jr


By:   Quarex Inc.
      Frank Castellana
<PAGE>

CORPORATE TENANT
STATE OF NEW YORK,
County of _______________

On this ______ day of ______________, 19 _______, before me

personally came ___________________
to me known, who being by me duly sworn, did depose and say that he resides

in

that he is the _________________ of
------------------------------------------------------------------------------



the corporation described in and which executed the foregoing instrument, , as
TENANT; 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 he signed his name thereto by like
order

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


INDIVIDUAL TENANT,
STATE OF NEW YORK
County of ____________

On this ______ day of ______________, 19 _______, before me

personally came ___________________ to me known and known to me to be the
individual described in and who, as TENANT, executed the foregoing instrument
and acknowledged to me that he executed the same


-------------------------------------------------------------------------------
<PAGE>

IMPORTANT -- PLEASE READ

RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE
WITH ARTICLE 36.

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than for ingress or egress from the demised
premises and for delivery of merchandise and equipment in a prompt and efficient
manner using elevators and passageways designed for such delivery by Owner.
There shall not be used in any space, or in the public hall of the building,
either by any Tenant or by jobbers or others in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and
sideguards. If said premises are situated on the ground floor of the building,
Tenant shall further, at Tenant's expense, keep the sidewalk and curb in front
of said premises clean and free from ice, snow, dirt and rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for any
   purposes other than those for which they were designed or constructed an no
   sweepings, rubbish, rags, acids or other substances shall bee deposited
   therein, and the expense of any breakage, stoppage, or damage resulting from
   the violation of this rule shall be borne by the Tenant, who, or whose
   clerks, agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window of
   the building; and no Tenant shall sweep or throw or permit to be swept or
   thrown from the demised premises any dirt or other substances into any of the
   corridors or halls, elevators, or out of the doors or windows or stairways of
   the building and Tenant shall not use, keep or permit to be used or kept any
   foul or noxious gas or substance in the demised premises, or permit or suffer
   the demised premises to be occupied or used in a manner offensive or
   objectionable to Owner or other occupants of the buildings by reason of
   noise, odors, and/or vibrations, or interfere in any way, with other Tenants
   or those having business therein, nor shall any animals or birds be kept in
   or about the building. Smoking or carrying lighted cigars or cigarettes in
   the elevators of the building is prohibited.

4. No awnings or other projects shall be attached to thee outside walls of the
   building without the prior written consent of Owner.

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

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

7. No additional locks or bolts of any kind shall be placed upon any of the
   doors or windows by any Tenant, nor shall any changes be made in existing
   locks or mechanism thereof. Each Tenant must, upon the termination of his
   Tenancy, restore to Owner all keys of stores, offices and toilet rooms,
   either furnished to, or otherwise procured by, such Tenant, and in the event
   of the loss of any keys, so furnished, each Tenant shall pay to Owner the
   cost thereof.

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

9. No Tenant shall obtain for use upon the demised premises ice, drinking water,
   towel and other similar services, or accept barbering or bootblacking
   services in the demised premises, except from persons authorized by Owner,
   and at hours and under regulations fixed by Owner. Canvassing, soliciting and
   peddling in the building is prohibited and each Tenant shall cooperate to
   prevent the same.

10.Owner reserves the right to exclude from the building between the hours of 6
   p.m. and 8 p.m. on business days, after 1 p.m. on Saturdays, and at all hours
   on Sundays and legal holidays all persons who do not present a pass to the
   building signed by Owner. Owner will furnish passes to persons for whom any
   Tenant requests same in writing. Each Tenant shall be responsible for all
   persons for whom he requests such pass and shall be liable to Owner for all
   acts of such persons. Notwithstanding the foregoing, Owner shall not be
   required to allow Tenant or any person to enter or remain in the building,
   except on business days from 8:00 a.m. to 6:00 p.m. and on Saturdays from
   8:00 a.m. to 1:00 p.m.

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

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

13. Tenant shall not used the demised premises in a manner which disturbs or
interferes with other Tenants in the beneficial use of their premises.
<PAGE>

Address:


Premises:


TO



--------------------------------------------------------------------------------
STANDARD FORM OF LOFT LEASE


The Real Estate Board of New York, Inc.
(C)Copyright 1982.  All Rights Reserved.
Reproduction in whole or in part prohibited.


Dated:

Rent Per Year:

Rent Per Month:

Term
From:
To:


Drawn by:
Checked by:

[......] by:
Approved by:
<PAGE>

                               AMENDMENT TO LEASE

                                     Between

                      61 2nd Street Associates ("Landlord")

                                       and

                      Western Beef Mineola, Inc. ("Tenant")

b                              Premises: 61 2nd Street
                                      Mineola, New York

      This Amendment is made and entered into this 1st day of February, 1997
("Effective Date") between 61 2nd Street Associates, as Landlord and Western
Beef Mineola, Inc. ("Western"), as Tenant.

      WHEREAS, on January 23, 1992, Landlord and Quarex, Inc. ("Quarex") entered
into a certain Lease Agreement ("Lease") for the building known as 61 2nd
Street, Mineola, New York.

      WHEREAS, on January 30, 1997, Quarex, as Assignor, Western, as Assignee
and Western Beef, Inc. as Guarantor, with the approval of Landlord, entered into
a certain Assignment and Assumption of Lease whereby Quarex assigned to Western
all of Quarex's rights, title and interest in the lease.

      WHEREAS, 61 2nd Street Associates, as Landlord, and Western Beef, Inc., as
Tenant, desire to amend the Lease as follows:

      1.    The Parties restate Paragraph 67 as follows:

            "Provided the Tenant is not in default under any provisions of this
            Lease, the Parties agree to extend the Lease Term for and additional
            fifteen (15) year period to wit: February 1, 1997 through January
            31, 2012."

            Commencing February 1, 1997, through January 31, 1998, the annual
            base rent shall be $466,698.44 ($37,224.87 per month). Thereafter
            the annual base rent shall be as provided in Paragraph 42, below.

      2.    The Parties restate Paragraph 42 as follows:

            "For the purposes of this Lease, "Lease Year" shall be deemed to be
            the period from February 1st through January 31st. Commencing
            February 1,
<PAGE>

            1998, and each year thereafter, such annual base rent shall be
            adjusted in accordance with the provisions of this Article.

            The annual base rent for each Lease Year shall be increased by five
            (5%) percent of the prior Lease Year's rent. (Annexed hereto and
            made a part hereof as Schedule "A" is the base rent schedule for the
            term hereunder.)

            Such percentage increase shall be multiplied by the then current
            annual base rent to determine the amount required to be paid by the
            Tenant as additional rent for the then current Lease Year. The
            Landlord shall give the Tenant a written statement of the
            calculation of the amount of any increase so determined prior to the
            end of a Lease Year.

            For each Lease Year, the annual base rent and increase thereto shall
            be due and payable to the Landlord in twelve (12) equal monthly
            installments beginning February 1st of each Lease Year (however in
            the event increased to the annual base such accrued by unpaid
            additional rent for any such month(s) subsequent to February 1st
            shall be due with the next rent payment as herein provided).
            Adjustments hereunder shall survive the termination of this Lease.

      3.    All other terms and conditions of the Lease, its Assignment and
            Guaranty shall remain in full force and effect for term hereunder.

      The Parties have signed this Lease Amendment as of the date and year first
written above.

                                              LANDLORD
                                     61 2nd STREET ASSOCIATES


                                     By: MICHAEL CASTELLANA
                                         --------------------------

                                              TENANT
                                         WESTERN BEEF MINEOLA, INC.


                                     By: PETER CASTELLANA, JR
                                         --------------------------


                                              GUARANTOR
                                     WESTERN BEEF, INC. (A Delaware Corporation)


                                     By: PETER CASTELLANA, JR
                                         --------------------------
<PAGE>

                                   SCHEDULE A

                               BASE RENT SCHEDULE

                                      MONTHLY             YEARLY
                      YEAR               RENT               RENT
                      ----               ----               ----

           02/01/1998-01/31/1999     39,086.11         469,033.36
           02/01/1999-01/31/2000     41,040.42         492,485.03
           02/01/2000-01/31/2001     43,092.44         517,109.28
           02/01/2001-01/31/2002     45,247.06         542,964.74
           02/01/2002-01/31/2003     47,509.41         570,112.98
           02/01/2003-01/31/2004     49,884.88         598,618.63
           02/01/2004-01/31/2005     52,379.13         628,549.56
           02/01/2005-01/31/2006     54,998.08         659,977.04
           02/01/2006-01/31/2007     57,747.99         692,975.89
           02/01/2007-01/31/2008     60,635.39         727,624.69
           02/01/2008-01/31/2009     63,667.15         764,005.92
           02/01/2009-01/31/2010     66,850.51         802,206.22
           02/01/2010-01/31/2011     70,193.04         842,316.53
           02/01/2011-01/31/2012     73,702.69         884,432.35
<PAGE>

                            ASSIGNMENT AND ASSUMPTION
                                    OF LEASE

      AGREEMENT made this 30th day of January, 1997 by and between

      QUAREX, INC., 47-05 Metropolitan Avenue, Ridgewood, New York
("QUAREX"/"ASSIGNOR"), and

      WESTERN BEEF MINEOLA, INC., 47-05 Metropolitan Avenue, Ridgewood, New York
("WESTERN"/ASSIGNEE");

                                 LEASE ASSIGNED

      The Lease which is assigned herein is identified as follows:

            -Landlord - 61 2nd STREET ASSOCIATES
            -Tenant   - QUAREX, INC.
            -Date     - January 23, 1992

      The Premises, the building commonly known as 61 2nd Street, Mineola, New
York.

                                  CONSIDERATION

      ASSIGNOR has received Ten and 00/100 ($10.00) Dollars and other good and
valuable consideration for this Assignment.

                                   ASSIGNMENT

      ASSIGNOR, QUAREX, assigns to WESTERN, as ASSIGNEE, all of QUAREX'S right,
title and interest in the Lease.

                                   ASSUMPTION

      WESTERN as ASSIGNEE agrees to pay the monthly rent promptly and perform
all of the terms and conditions of the Lease as of the date of this Assignment,
as if fully substituted as the original Tenant in said Lease.

                               BENEFIT TO LANDLORD

      WESTERN also agrees that the obligations assumed herein shall be for the
benefit of the Landlord named in the Lease, as well as the Assignor.

                         CONTINUING LIABILITY OF QUAREX

      It is understood that this Assignment to and Assumption by WESTERN of said
Lease is not intended to, nor will it act in any fashion or fashion as a release
by the Landlord of the responsibility and obligations of QUAREX, as expressed in
said Lease.

            GUARANTY OF WESTERN BEEF, INC. (A Delaware Corporation)

      FOR VALUE RECEIVED, and in consideration for, and as an inducement to
Landlord
<PAGE>

making the lease with Tenant, Western Beef, Inc. guarantees to Landlord,
Landlord's successors and assigns, the full performance and observance of all
the covenants, conditions and agreements, therein provided to be performed and
observed by Tenant without requiring any notice of non-payment, non-performance
or non-observance or proof or notice or demand, whereby to charge Western Beef,
Inc., all of which Western Beef, Inc. hereby expressly waives and expressly
agreed that the validity of this agreement and the obligations of the guarantor
hereunder shall in no wise be terminated, affected or impaired by reason of the
assertion by Landlord against Tenant of any of the rights or remedies reserved
to Landlord pursuant to the provisions of the Lease. Western Beef, Inc. further
covenants and agrees that this guaranty shall remain and continue in full force
and effect as to any renewal, modification or extension of the Lease and during
any period when Tenant is occupying the premises as a "statutory tenant." As a
further inducement to Landlord to make the Lease and in consideration thereof,
Landlord and Western Beef, Inc. covenant and agree that in any action or
proceeding brought by either Landlord or Western Beef, Inc. against the other on
any matters whatsoever arising out of, under or by virtue of the terms of the
Lease or of this guarantee that Landlord and Western Beef, Inc. shall and do
hereby waive trial by jury.

                                   SUCCESSORS

      This Assignment shall be binding on all parties who lawfully succeed to
its rights.

      IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first above written.

      WITNESS                       QUAREX, INC.

                                     By: /s/ Frank Castellana
----------------------                  ---------------------------
                                        WESTERN BEEF MINEOLA, INC.

                                     By: /s/ Peter Castellana, Jr.
----------------------                  ---------------------------

APPROVAL OF LANDLORD:

Landlord hereby approves of the foregoing Assignment.

      WITNESS                       61 2nd STREET ASSOCIATES


                                     By: /s/ Michael Castellana
----------------------                  ---------------------------

                                        GUARANTOR
      WITNESS                           WESTERN BEEF, INC.

/s/ Santino Montalbano               By: /s/ Peter Castellana, Jr.
----------------------                   ---------------------------