STANDARD FORM OF STORE LEASE

                    The Real Estate Board of New York, Inc.


Agreement of Lease, made as of this 6th day of July 1989, between ELMONT Q.
PROPERTIES, INC., 4705 Metropolitan Avenue, Ridgewood, New York part of the
first part, hereinafter referred to as OWNER, and QUAREX ELMONT, INC., 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

1717, 1725 Dutch Broadway, Elmont, New York, and all land and buildings per
survey attached in the County of Nassau, State of New York, for the term of
seven (7) years (or until such term shall sooner cease and expire as hereinafter
provided) to commence on the 6th day of July, 1988 and to end on the 30th day of
June, 1995 both dates inclusive, at an annual rental rate of Eight Hundred
Fifty-Two Thousand ($852,000.00) Dollars, and Seveny-One Thousand ($71,000.00)
Dollars per month to increase in the third (3rd) year of this Lease and every
year thereafter at three (3%) percent per year compounded, 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
monthly installment(s) on the execution hereof (unless this lease be a renewal).

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

Rent Occupancy

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

      2. Tenant shall use and occupy demised premises for any lawful purpose.

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

Alterations:

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

Repairs

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

Window Cleaning:

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

Requirements of Law, Fire Insurance:

      6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant at Tenant's sole cost and
expense, shall promptly comply with all present and future laws, orders and
<PAGE>

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

Subordination:

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

Tenant's Liability Insurance Property Loss, Damage, Indemnity:

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

Destruction, Fire and Other Casualty:

      9. (a) If the demised premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give immediate notice thereof to Owner and
this lease shall continue in full force and effect except as hereinafter set
forth. (b) If the demised premises are partially damaged or rendered partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of 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
repaired 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 within 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, and upon the date
specified in such notice the term of this lease shall expire as fully and
completely as if such date were the date set forth above for the termination of
this lease and Tenant shall forthwith quit, surrender and vacate the premises
without prejudice however, to Owner's rights and remedies against Tenant under
the lease provisions in effect prior to such termination, and any rent owing
shall be paid up to such date and any payments of rent made by Tenant which were
on account of any period subsequent to such date shall be returned to Tenant.
Unless Owner shall serve a termination notice as provided for herein, Owner
shall make the repairs and restorations under the conditions of (b) and (c)
hereof, with all reasonable expedition subject to delays due to adjustment of
insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty, Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as reasonably possible, all of Tenant's salvageable
inventory and movable equipment, furniture, and other property. Tenant's
liability for rent shall resume five (5) days after written notice from Owner
that the premises are substantially ready for Tenant's occupancy. (e) Nothing
contained hereinabove shall relieve Tenant from liability that may exist as a
result of damage from fire or other casualty. Notwithstanding the foregoing,
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 in force only if both releasors' insurance policies
contain a clause providing that such release or waiver shall not invalidate the
insurance and also, provided that such a policy can be obtained without
additional premiums. 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 provision 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
condensed 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. If
this lease be assigned, or if the demised premises or any part thereof be
underlet or occupied by anybody other than Tenant, Owner may, after default by
Tenant, collect rent from the assignee, under-tenant or occupant, and apply the
net amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of the covenant,
or the acceptance of the assignee, under-tenant or occupancy 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 of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.

------------
* Rider to be added if necessary.

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 improvement as Owner may deem necessary and reasonably
desirable to any portion of the building or which Owner may elect to perform, in
the premises, following Tenant's failure to make repairs or perform any work
which Tenant is obligated to perform under this lease, or for the purpose of
complying with laws, regualtions and other directions of government authorities.
Tenant shall permit Owner to use and maintain and replace pipes and conduits in
and through the demised premises and to erect new pipes and conduits therein,
provided they are within the walls. 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 lost or interruption of business or otherwise. Throughout
the term hereof Owner shall have the 
<PAGE>

right to enter the demised premises at reasonable hours for the purpose of
showing the same to prospective purchasers or mortgages 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 notice "To Let" and "For Sale" which notices Tenant shall
permit to remain thereon without molestation. If Tenant is not present to open
and permit an entry into the premises, Owner or Owner's agents may enter the
same whenever such entry may be necessary or permissible by master key or
forcibly and provided reasonable care is exercised to safeguard Tenant's
property and 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 term Tenant shall have removed all or substantially all
of Tenant's property therefrom, Owner may immediately enter, alter, renovate or
redecorate the demised premises without limitation or abatement of rent, or
incurring liability to Tenant for any compensation and such act shall have no
effect on this lease or Tenant's obligations hereunder. Owner shall have the
right at any time, without the same 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.

Vault, Vault Space, Area:

      14. No vaults, vault space or areas, 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 or actual eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant.

Occupancy:

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

Bankruptcy:

      16. (a) Anything elsewhere in this lease to the contrary notwithstanding,
this lease may be cancelled by Landlord by the sending of a written notice to
Tenant within a reasonable time after the happening of any one or more of the
following events: (1) the commencement of a case in bankruptcy or under the laws
of any state naming Tenant as the debtor; or (2) the making by Tenant of an
assignment or any other arrangement for the benefit of creditors under any state
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 rent 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 and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four per cent (4%) per annum. If such premises or any
part thereof be re-let by the Owner for the unexpired term of said lease, on any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent received upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises, to be let during the terms of the re-letting. Nothing
hereon contained shall shall limit or prejudice the right of the Owner to prove
for and obtain as liquidated damages by reasons of such termination, an amount
equal to the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, such damages are to be proved,
whether or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

Default:

      17. (1) if Tenant defaults in fulfillingany of the covenants of this lease
other than the covenants for the payment of rent or additional rent; or if the
demised premises become vacant or deserted; or if any execution or attachment
shall be issued against Tenant or any of Tenant's property whereupon the demised
premises shall be taken or occupied by someone other than Tenants or if this
lease be rejected under Section 365 of Title II of the U.S. Code (Bankrupty
Code) or if Tenant shall fail to move into or take possession of the premises
within fifteen (15) days after the commencement of the terms of this lease, of
which fact Owner shall be the sole judge; then, in any one or more of such
events, upon Owner serving a written 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, or if the said
default or omission complained of shall be of a nature that the same cannot be
completely cured or remedied within said five (5) day period, and if Tenant
shall not have diligently commenced curing 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)
days notice of cancellation of this lease upon Tenant, and upon the expiration
of said three (3) days, this lease and the term thereunder 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.

Remedies of Owner and Waiver of Redemption:

      18. In case of any such default, re-entry, expiration and/or dispossess by
summary roceedings or otherwise, (a) the rent, and additional rent, shall become
due thereupon and be paid up to the time of such reentry, disposses and/or
expiration. (b) Owner may re-let the premises or any part of 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 this lease, and/or (c) Tenant
or the legal representatives of Tenant shall also pay Owner as liquidated
damages for the failure of Tenant to observe and perform said Tenant's covenants
herein contained, any deficiency between the rent hereby reserved and/or
covenanted to be paid and the net amount, if any, of the rents collected on
account of the subsequent lease or leases of the demised premises for each month
of the period which would otherwise have constituted the balance of the term of
this lease. The failure of Owner to re-let the premises or any part of 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. Owner, in putting the demised premises in good
order or preparing the same for re-rental may, at Owner's option, make such
alterations, repairs, replacements, and/or decorations in the demised premises
as Owner, in Owner's sole judgment, consider advisable and necessary for the
purpose of re-letting the demised premises, and the making of such alterations,
repairs, replacements, and/or decorations shall not operate or be construed to
release Tenant from liability. Owner shall in no event be liable in any way
whatsoever, for failure to re-let the demised premises, or in the event that the
demised premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rent collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach of or threatened breach by Tenant or any of
the covenants or provisions hereof, Owner shall have the right of injunction and
the right to invoke any remedy allowed at law or in equity as if re-entry,
summary proceedings and other remedies were not herein provided for. Mention in
this case 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 on Tenant's part to be observed or performed under or by virtue of
any of the terms or provisions in any article of this lease, then, unless
otherwise provided elsewhere in this lease, Owner may immediately or at any time
thereafter and without notice perform the obligation of Tenant thereunder, and
if Owner, in connection therewith or in connection with any default by Tenant in
the covenant to pay rent hereunder, makes any expenditures or incurs any
obligations for the payment of money, including but not limited to attorney's
fees, in instituting, prosecuting or defending any actions or proceedings, such
sums so paid or obligations incurred with interest and costs shall be deemed to
be additional rent hereunder and shall be paid by Tenant to Owner within five
(5) days of rendition of any bill or statement to Tenant therefor, and if
Tenant's lease shall have expired at the time of making of such expenditures or
incurring of such obligations, such sums shall be recoverable by Owner as
damages.

No Representations by Owner:

      20. 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
operation, or any other matter or thing affecting or related to the premises
except as herein expressly set forth and no rights, easements or licenses are
<PAGE>

required by Tenant by implication or otherwise except as expressly set forth in
the provisions of this lease. Tenant has inspected the building and the demised
premises and is thoroughly acquainted with their condition, and agrees to take
the same "as is" and acknowledges that the taking of possession of the demised
premises by Tenant shall be conclusive evidence that the said premises 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 any any executory agreement hereafter made
shall be ineffective to change, modify, discharge or affect an abandonment of it
in whole or in part, unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

End of Term:

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

Quiet Enjoyment:

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

Failure to Give Possession:

      23. If Owner is unable to give possession of the demised premises on the
date of the commencement of the term hereof, because of the building-over or
retention of possession of any tenant, undertenant or occupants, or if the
premises are located in a building being constructed, because such building has
not been sufficiently completed to make the premises ready for occupancy or
because of the fact that a certificate of occupancy has not been procured or for
any other reason, Owner shall not be subject to any liability for failure to
give 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 the inability to obtain possession) until after
Owner shall have given Tenant written 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 Waiver:

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

Waiver of Trial by Jury:

      25. It is usually agreed by and between Owner and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said premises,
and any emergency statutory or any other statutory remedy. It is further
mutually agreed that in the event Owner commences any 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:

      26. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under the lease or to supply or is
delayed in supplying any service expressly or implied 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 if Owner is prevented or delayed from so doing by reason of strike or
labor troubles, 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, or when, in
the judgement of Owner, temporary interruption of such services is necessary by
reason of accident, mechanical breakdown, or to make repairs, alterations or
improvements.

Bills and Notices:

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

Water Charges:

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

Sprinklers:

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

Heat, Cleaning:

      30. As long as Tenant is not in default under any of the covenants of this
lease Owner shall, if and insofar as existing facilities permit furnish heat to
the demised premises, when and as required by law, on business days from 8:00
a.m. to 6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m. Tenant shall at
Tenant's expense, keep demised premises clean and in order, to the satisfaction
to owner, and if demised premises are situated on the street floor, Tenant
shall, at Tenant's own expense, make all repairs and replacements to the
sidewalks and curbs adjacent thereto, and keep said sidewalks and curbs free
from snow, ice, dirt and rubbish. Tenant shall pay to Owner the cost of removal
of any of Tenant's refuse and rubbish from the building, bills for the same
shall be rendered by Owner to Tenant at such times as Owner may elect and shall
be due and payable when 
<PAGE>

rendered 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 judgment of Owner, are necessary for the
proper operation of the building.

Security:

      31. Deleted

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 or the
intent of any provision thereof.

Definitions:

      33. The term "Owner" as used in this lease means only the Owner, or the
mortgages 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 of
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 lessee of the building has assumed and agreed to carry out
any and all covenants and obligations of Owner hereunder. The words "re-enter"
and "re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays
(except such portion thereof as is covered by specific hours in Article 30
hereof). Sundays and all days designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to H V A C service.

Adjacent Excavation -- Shoring:

      34. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made, Tenant shall afford to the person
causing or authorized to 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 premises form a
part from injury or damage and to support the same by property 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 and such others and further reasonable Rules and Regulations as
Owner or Owner's agents may from time to time adopt. Notice of any additional
rules or regulations shall be given in such manner as Owner may elect. In case
Tenant disputes the reasonableness of any additional Rules 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 with 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:

      37. Owner shall replace, at the expense of 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.

Pornographic Uses Prohibited:

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

Estoppel Certificate:

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

Successors and Assigns:

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



Witness for Owner:                 ELMONT Q. PROPERTIES, INC.

                                   /s/ Frank Castellana


Witness for Tenant:                QUAREX ELMONT, INC.

                                   /s/ Peter Castellana, Jr.
<PAGE>

                                ACKNOWLEDGEMENTS

CORPORATE OWNER

STATE OF NEW YORK, ss.:

County of    .

On this    day of    , 19   , before me
personally came

to me know, 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
OWNER; 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.



INDIVIDUAL OWNER

STATE OF NEW YORK,  ss.:



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 OWNER, executed the foregoing instrument and
acknowledged to me that he executed the same.

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

      1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress or egress from the
demised premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Owner. There shall not be used in any space, or in the public hall of the
building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and safeguards.

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

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

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

      5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premises if the
name 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 sign without any liability, and may charge the expense incurred
by such removal to Tenant or Tenants violating this rule. Signs on interior
doors and directory tablet shall be inscribed, painted or affixed for each
Tenant by Owner at the expense of such Tenant, and shall be of a size, color and
style acceptable to Owner.

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

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

      8. Owner reserves the right to exclude from the building, between the
hours of 6 p.m. and 8 a.m. and at all hours on Sundays, and 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.

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

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

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

GUARANTY

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



 ...................................................................Guarantor
<PAGE>
                              RIDER ANNEXED TO AND
                              FORMING PART OF LEASE


LANDLORD:          ELMONT Q. PROPERTIES, INC.

TENANT:            QUAREX ELMONT, INC.

PREMISES:          1717, 1725 Dutch Broadway, Elmont, New York



      40. This rider is made a part of the lease described above to which it is
attached, and in each instance in which the provisions, or any part thereof, of
this rider shall contradict or be inconsistent with the provisions, or any part
thereof, of said lease as constituted without this rider, the provisions of this
rider shall prevail and govern and the contradicted or inconsistent provisions
of said lease shall be deemed amended accordingly.

      41. In addition to the rent herein specified, and as part of the rent
hereunder, the Tenant shall at all times and from time to time, keep up,
maintain, preserve and keep in good order and repair at its own cost and
expense, the entire demised premises, both inside and outside, including the
plumbing and fixtures therein, and including maintenance and repairs of damages
by the elements, and in case the Tenant shall not make such repairs of damages
and provide for such
<PAGE>

maintenance and upkeep of the said premises as herein provided, the Landlord may
make the same after the failure of the Tenant to commence the same within
fifteen (15) days after the Landlord gives notice of the necessity thereof, and
add the cost thereof to the installment of the rental next due, and the failure
of the Tenant to pay the same shall be construed the same as a failure of the
Tenant to pay an installment of rent.

      42. As a part of the rent hereunder, the Tenant shall during the whole
period of this lease, at its own cost and expense, comply with, conform to,
fulfill and perform all present and future requirements of the law, and all
present and future ordinances, rules, orders, regulations and requirements of
all federal, state, municipal and local public authorities and all rules,
orders, regulations and requirements of the Board of Fire Underwriters, and of
each and all of the insurance companies insuring the said building on the
premises hereby demised against loss of fire in relation to and in connection
with the said demised premises, or any part thereof, notwithstanding that any
such present or future laws, ordinances, rules, orders, regulations or
requirements result from a change of policy excepting, however, such ordinances,
rules, orders, regulations or requirements which require structural changes. In
case of the failure of the Tenant to

                                       -2-
<PAGE>

comply with such present and future requirements of the law, ordinances, rules,
orders, regulations and requirements, as herein provided, the Landlord may cause
the same to be done and the cost thereof shall be added to the installment of
the rental next due and be paid to the Landlord by the Tenant and the failure to
pay an installment of rent.

      43. The Tenant may make any interior and exterior alteration, addition or
improvements necessary for the proper conduct of its business without Landlord's
consent. Tenant may also use the land and parking area for additions or
improvements. Such alterations, additions or improvements shall be made at the
Tenant's own cost and expense, and shall be made in accordance with the laws,
order, rules and regulations of federal, state, city and county authorities
applicable thereto then in effect. The Tenant shall at its own cost and expense
file plans and specifications for any such alterations, additions or
improvements whenever required to do so by law and shall obtain the necessary
permits therefor whenever required, and whenever plans and specifications are
required to be filed in connection with the same the Tenant shall carry adequate
Workmen's Compensation and General Liability Insurance. If a notice of
mechanic's lien be filed against the demised premises for labor or material
alleged to

                                      -3-
<PAGE>

have been furnished or to be furnished to or for the Tenant, the Tenant shall
cause the same to be removed or bonded. If the Tenant shall fail to take such
action as may be necessary to cause the said lien to be discharged or bonded
within ten (10) days after filing of such notice and receipt of such notice the
Landlord may cause the same to be discharged or bonded. Any amount paid or
expense incurred by the Landlord hereunder shall be deemed to be additional rent
for the demised premises and shall be added to and become part of, the rent to
be paid then or next to become due.

      44. Nothing herein contained shall in any wise be construed so as to
entitle any persons furnishing labor or supplying materials in the construction
of any improvements in or about the said premises, to any charge or lien against
the fee of the premises, it being specifically understood and agreed that such
person will look solely to the Tenant for payment of any moneys due therefor,
nor shall anything herein contained be deemed a consent under the mechanic's
lien or any other statutory provision of law, so as to entitle such person so
supplying materials or furnishing labor, to have any charge against the said
property.

                                      -4-
<PAGE>

      45. Tenant shall at his own cost and expense, pay for his own utility
service including heat, electric, and water, sprinkler and sewer service to the
demised premises. Tenant shall also pay the cost of the maintenance, repair and
replacement, and service of said utility systems.

      46. (a) Tenant is and shall be in control and possession of the demised
premises as provided herein, and Landlord shall not in any event whatsoever be
liable for any injury or damage to any property or to any person happening on or
about the demised premises, nor for any injury or damage to the demised
premises, nor to any property of Tenant, or of any other person contained
therein.

      (b) Tenant shall indemnify and save harmless Landlord against and from all
costs, expenses, liabilities, losses, damages, suits, fines, penalties, claims
and demands of every kind and nature, including reasonable counsel fees, by or
on behalf of any person, party or governmental authority, whomsoever, arising
out of any accident, injury or damages which shall happen in, or about the
demised premises or appurtenance, and on or under the streets, sidewalks, curbs
or vaults in front of or adjacent thereto, however occurring, and for any matter
or thing growing out of the condition, occupation, maintenance, alteration,
repair, use or operation


                                      -5-
<PAGE>

of the demised premises, or of any part thereof, and/or of the streets,
sidewalks, curbs or vaults adjacent thereto during the term.

      47. Tenant shall permit Landlord or its agent, and any mortgagee or its
agent, to enter the demised premises at all reasonable hours for the purpose of
inspection, or of making repairs that Tenant may neglect or refuse to make in
accordance with the agreements, terms, covenants and conditions hereof (but
nothing herein shall imply or impose any duty upon Landlord to do any such
work), and also for the purpose of showing the demised premises to persons
wishing to purchase the same, and at any time within six (6) months prior to the
expiration of the term to persons wishing to rent the same; and Tenant shall
within six (6) months prior to the expiration of the term permit the usual
notice of "To Let" and "For Sale" to be placed on the demised premises and to
remain thereon without hindrance and molestation.

      48. The Tenant shall indemnify the Landlord against any and all claims
which may be established or made against the Landlord for damages, including the
defense and cost thereof, which may result from the death of or injury to any
person or persons who may be in or about the property during the same


                                       -6-
<PAGE>

term and any renewal or extension thereof and, as security for the payment of
such claim, shall, at the Tenant's expense, pay for and maintain throughout said
term, fire insurance on the premises in an amount of at least $2,000,000.00 and
public liability insurance with limits of at least $3,000,000.00 for the death
of or injury to one person and $3,000,000.00 per occurrence, and $500,000.00
property damage. The policy shall be written by a responsible company authorized
to do business in the State of New York, reasonably acceptable to the Landlord,
and shall be in favor of the Landlord and Tenant, as interests may appear. The
original policy with due proof of payment of premiums thereon shall be delivered
to the Landlord not later than ten (10) days from the date of execution of this
Agreement. Tenant will deliver renewal policies together with due proof of
payment of premiums thereon. In the event Tenant shall fail to provide and
maintain the aforesaid insurance, Landlord shall have the right, but not the
obligation, after giving Tenant ten (10) days' notice, to procure and pay for
such insurance, and Tenant shall reimburse Landlord the cost thereof together
with interest at the then maximum legal rate on the amount paid from the date of
payment to the date of reimbursement. Failure of the Tenant to pay the premium
for the insurance shall be construed the same as a failure of the Tenant to pay
an installment of rent, and shall be added to the


                                      -7-
<PAGE>

installment of the rental next due and payable to the Landlord. Each policy
shall provide that such policy cannot be cancelled without at least ten (10)
days prior written notice to Landlord, if this clause is obtainable from the
insurance carrier.

      49. (a) Tenant shall pay as additional rent 100% of the real estate taxes
for the premises, plot and structure wherein the demised premises are located
whether by reason of increased rate or assessed valuation over the year 1988/89.
Such increase shall be applicable only to the actual demised area.

          (b) Taxes shall be deemed to include all real estate taxes,
assessments, County taxes, transit taxes or any other governmental charge of a
similar nature whether general, special, ordinary or extraordinary, foreseen or
unforseen, which may hereafter be levied or assessed against the realty. If, due
to a change in the method of taxation, any franchise, income, profit, sales,
rental, use and occupancy or other tax shall be substituted for or levied
against the Landlord or any owner of the building or realty in lieu of taxes
hereinabove defined upon or with respect to the building or the realty, such tax
shall be included in the term "Taxes" for the purpose of this. 


                                      -8-
<PAGE>

          (c) Any amounts due to the Landlord under the provisions of this
Article shall be paid as additional rent annually within ten (10) days after the
Landlord shall have submitted a copy of the bill received from the taxing
authorities and a breakdown of the actual amount charged to the Tenant, and
statement to Tenant showing the amount due to Landlord. Any such tax increase
for the fiscal tax year falling part within the year in which the term of this
lease shall end shall be apportioned so that Tenant shall pay his aforesaid
share of only that portion thereof which corresponds with the portion of said
fiscal tax year which is within the term of this lease. The amount of taxes
comprising Landlord's Basic Tax Liability against which Tenant's liability for
additional rent for subsequent years is determined shall be the amount thereof
finally determined to be legally payable by legal proceedings or otherwise.

          (d) The Landlord reserves the right, through available legal remedies,
to contest the validity of any taxes or the amount of the assessed valuation of
the realty or any part thereof for any fiscal tax year. If the Landlord shall
receive any tax refund, remission or abatement in respect to the taxes for any
fiscal year for which the Tenant has paid a share of the taxes, as herein
provided, then Landlords shall reimburse Tenant for his proportionate share
thereof, after


                                      -9-
<PAGE>

first deducting therefrom the share of Landlord's cost and expense in procuring
such refund, remission or abatement proportionately due to Tenant. Tenant may,
if Landlord does not pursue the above mentioned remedies, pursue them
themselves.

      50. If title to the fee of the whole of the leased premises shall be taken
or condemned by any competent authority for any public or quasi-public use, this
lease shall cease and terminate, and all rent paid or payable by the Tenant
hereunder shall be apportioned as of the date of vesting of title in such
condemnation proceeding, and the Tenant shall have no claim against the Landlord
for the value of any unexpired term of this lease.

      In the event of any such condemnation, the entire award(s) shall belong to
Landlord without any deduction therefrom for any estate or interest now or
hereafter vested in Tenant, or any damage thereto, and Tenant hereby assigns to
Landlord all of Tenant's right, title and interest now existing or hereafter
arising in and to any and all such award(s) or any part thereof, provided,
however, that nothing herein contained shall be construed to preclude Tenant
from participating in such condemnation proceedings and prosecuting directly
against the condemning authority any claim for loss of business, or 

                                      -10-
<PAGE>

damage to, or the cost of removal of, trade fixtures and other personal property
belonging to Tenant.

      51. It is mutually agreed by and between Landlord 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 on any matters whatsoever arising out of or in any way
connected with this lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of said premises and/or any claim of injury or damage, and any
emergency statutory or any other statutory remedy. It is further mutually agreed
that in the event Landlord commences any summary proceedings for nonpayment of
rent, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding, it being distinctly understood, however,
that the noninterposition of any counterclaim shall not be deemed a waiver by
Tenant of any counterclaim it may possess, nor shall the interposition of the
facts as a defense which may be the basis of a counterclaim be deemed a waiver
of any counterclaim.

      52. Any and all alterations, trade fixtures and appliances, machinery,
tools, equipment, articles or personal property, installed by the Tenant and
used by the Tenant in the

                                      -11-
<PAGE>

conduct of its business shall be and shall remain the property of the Tenant and
shall be removed by the Tenant upon any termination of the lease or the
surrender of possession by the Tenant. Damage caused by such removal shall be
repaired by Tenant and this obligation shall survive the termination of the
lease.

      53. The receipt of any rent, whether the same be that originally reserved
or that which may become payable under any covenant herein contained, or of any
portion thereof or any interest thereon, shall not operate as a waiver of the
right of the Landlord to enforce the payment of additional unpaid rent or the
obligations of this lease by such remedies as may be appropriate; and, also, the
failure of the Landlord to enforce the same covenants and conditions on the
occasion of a subsequent breach or default.

      54. It is expressly understood and agreed that any and all rights and
remedies granted to the Landlord under and by virtue of the terms and conditions
of this lease shall be in addition to and not by way of limitation of any and
all other rights and remedies given or afforded to the Landlord by reason of any
statute, law, ordinance or otherwise.

                                      -12-
<PAGE>

      55. Tenant is fully familiar with the physical condition of the Demised
Premises and accepts same in their "As Is" condition.

      56. The Tenant may place or cause or allow to be placed any sign of any
kind whatsoever, in or about the said premises, and the Tenant may keep or place
or permit to be kept or placed such signs as are usual in connection with the
business conducted on the premises, provided that proper permits for the
erection of such sign or signs shall be procured by the Tenant at its expense,
from the proper authorities, municipal or otherwise, having jurisdiction, and
provided that the said sign or signs be erected and maintained in the manner
provided by law and in accordance with the rules and regulations of the
departments having jurisdiction, and provided further that the Tenant will save
and keep harmless the Landlord of and from any and all charges or damages by
reason of the erection and maintenance of such signs.

      57. In the event that the Landlord shall pay any sum of money, or do any
act which shall require the expenditure of any sums by reason of the failure of
the Tenant to perform any of the covenants, terms or conditions herein
contained, the Tenant covenants to repay such sums to the Landlord upon demand


                                     - 13 -
<PAGE>

on the next rent day, and in default thereof the sum so paid by the Landlord,
together with interest thereon at the maximum legal rate of interest may be
added as additional rent to the net annual rental becoming due upon the next
rent day, or any subsequent rent day and shall be payable as such. Nothing
contained herein shall be construed to postpone the right of the Landlord
immediately upon expending such sums, to collect such sums with interest at the
maximum legal rate of interest by action or otherwise.

      58. Tenant represents and warrants that it has dealt with no broker in
connection with the negotiation of this lease.

      59. No change, amendment, modification, waiver, cancellation or discharge
of this Lease, or any part thereof, shall be valid unless in writing and signed
by the party or parties against whom enforcement of any such change, amendment,
modification, waiver, cancellation or discharge is sought, and no surrender of
the premises or the remainder of the term herein shall be valid unless accepted
by the Landlord in writing.


                                      -14-
<PAGE>

      60. Landlord hereby consents to a subleasing or an assignment of the
entire demised premises or any part thereof.

      61. Tenant understands that Landlord has a number of leases with other
tenants on the demised premises. Tenant takes subject to all leases now in
effect. Landlord agrees to transfer all security deposits now held. See Rider
Attached (Rent Schedule).

      62. All notices, demands and requests required under this Lease shall be
in writing and shall be deemed to have been properly given if sent by United
States registered or certified mail, postage prepaid, addressed to the parties
at the addresses first above written or to such other addresses as Landlord or
Tenant, as the case may be, shall from time to time designate by notice give to
the other. All notices, properly addressed, shall be deemed served on the date
of mailing, as provided in this paragraph.

      63. Tenant will be solely responsible for the removal of all rubbish,
refuse and garbage from the demised premises and will do so at its sole cost and
expense. Tenant shall keep said demised premises clean and in order. Tenant 


                                      -15-
<PAGE>

shall also provide for removal of snow and ice from the premises and parking
area.

      64. Tenant, at any time, and from time to time, upon at least ten (10)
days prior notice by Landlord, shall execute, acknowledge and deliver to
Landlord, and/or to any other person, firm or corporation specified by Landlord,
a statement certifying that this lease is unmodified and 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 which the
rent and additional rent have been paid, and stating whether or not there exists
any defaults by Landlord under this lease, and, if so, specifying each such
default.

      65. This lease shall be governed by the laws of the State of New York.

      66. This lease shall be acknowledged by both parties, and Tenant shall
have the right to record the same with the County Clerk's office.

      67. In the event of any default by Tenant in the performance of any
obligation under this lease, Tenant shall


                                      -16-
<PAGE>

have a reasonable opportunity to cure same after notice, except for rental and
other default items where specified time periods have been heretofore set forth
in this lease.


      68. (a) Provided that the Tenant shall not then be in default under any of
the terms, covenants or conditions of this Agreement on the Tenant's part to be
observed or performed, then, in the event that the Landlord shall desire to sell
the premises, the Tenant shall have the single, non-recurring right ("Right of
First Offer") to have the Landlord submit written notice ("Sale Notice") to the
Tenant of the desire to sell, which Sale Notice shall be deemed an offer of the
premises to the Tenant and shall be submitted to the Tenant before the Landlord
enters into negotiations with any independent third party not related to or
affiliated with the Landlord (but excluding, however, brokers) to sell the
premises. The Sale Notice shall set forth (i) the price (the "Sale Price") at
which the Landlord is then considering the sale of the Premises, indicating in
the Sale Notice whether the Sale Price is "all cash" or whether the Landlord
would accept purchase money financing and terms thereof and such other matters
as the Landlord may deem appropriate for such Sale Notice.

                                      -17-
<PAGE>

      (b) The Tenant shall have fifteen (15) days after the giving of the Sale
Notice to deliver to the Landlord written notice of the Tenant's desire to enter
into a contract to purchase the premises for the Sale Price and on such terms as
may be contained in the Sale Notice, which notice of election to purchase shall
be accompanied by a bank or certified check in the amount of ten (10%) percent
of the Sale Price, to be held in escrow and applied to the downpayment agreed
upon in a contract of sale. Time shall be of the essence with respect to said
fifteen (15) day period and the failure of the Tenant to accept the offer for
any reason whatsoever shall be deemed an irrevocable waiver of the Tenant's
Right of First Offer. If the Tenant fails to accept the offer contained in the
Sale Notice to the Tenant or if after accepting any such offer, the Tenant fails
to execute and deliver a contract of sale submitted to the Landlord within ten
(10) days after such submission, then the Landlord shall return any deposit and
shall be entirely free, for a period of one hundred eighty (180) days following
such rejection, to sell the premises, or any portions or portion thereof, to
others, upon terms and conditions substantially equivalent to those first
offered to the Tenant and at a Sale Price not less than that specified in the
Sale Notice. If, by the expiration of said one hundred eighty (180) day period,
the Landlord shall not


                                      -18-
<PAGE>

have executed a contract of sale for the sale of the premises upon terms and
conditions no more favorable to the purchase than those contained in the Sale
Notice, the Landlord shall again be obligated to offer to purchase the premises
to the Tenant before offering the same to any third party, and the procedure set
forth shall be repeated.

      (c) The provisions of Paragraph 68(a) are not violated upon a merger,
consolidation or transfer to subsidiary corporations of the stock of ELMONT Q.
PROPERTIES, INC.


      69. Provided that the Tenant shall not then be in default under any of the
terms, covenants or conditions of this agreement, the Tenant, by written notice
(certified mail, return receipt requested) to Landlord, at any time during the
initial term, but no later than six (6) months prior to the expiration of said
initial term or any renewal periods thereafter, may renew and extend the term of
the Lease for a further terms of two five (5) year periods. All the terms,
covenants and conditions of the initial lease shall remain the same. The rent
for the two (2) renewal periods shall be computed six (6) months prior to the
renewal periods at fair market value, but in no event shall the rent be less
than the rent in the last year of this Lease.

                                      -19-
<PAGE>

      If the parties cannot agree as to fair market value, then the Landlord
shall retain a real estate broker to determine the fair market value for the
rental of the property. If the Tenant does not agree with the Landlord's real
estate brokers valuation, then the Tenant shall retain a real estate broker to
determine the fair market value for the rental value of the property. If the
Landlord and Tenant cannot agree, then the two real estate brokers shall select
a third real estate broker and the value as computed by the third real estate
broker shall be binding. The expenses for the preceding shall be borne by both
parties.

      IN WITNESS WHEREOF, Landlord and Tenant have respectfully signed and
sealed this lease as of the day and year first above written.

WITNESS FOR LANDLORD                       ELMONT Q. PROPERTIES, INC.


/s/ Peter R. Admirand                      By: Frank Castellana, President

WITNESS FOR TENANT                  QUAREX ELMONT, INC.


                                    By: Jules Veaner, Treasurer
<PAGE>

                           SUPPLEMENTAL RIDER TO LEASE

LANDLORD:  ELMONT Q. PROPERTIES, INC.

TENANT:    QUAREX ELMONT, INC.

PREMISES:  1717, 1725 Dutch Broadway, Elmont, New York

      The printed provisions of this Lease are hereby modified and supplemented
as follows. Wherever there is any conflict between this rider and the printed
part of the Lease, the provisions of this rider are paramount and the Lease
shall be construed accordingly.


      Article 7: It is agreed that as to any mortgages hereafter placed on the
premises, the subordination provided for in Article 7 shall extend only to
mortgages under which the mortgagee (by agreement in the mortgage or in a
separate instrument) contracts in substance not to disturb Tenant's occupancy so
long as Tenant performs its obligations in this lease on condition that Tenant,
when requested by the mortgagee, shall execute an attornment agreement to the
mortgagee should the mortgagee succeed to the rights of the Landlord under this
lease.


      Article 9: Promptly after its receipt of any notice of any damage,
Landlord will give Tenant a notice of the time within which in Landlord's
judgment, the restoration of the premises can be effected. If the Landlord
elects not to
<PAGE>

                              RIDER (RENT SCHEDULE)


                         LEASES IN EFFECT JULY 6, 1988

        TENANT                      TERM              RENT          SECURITY

Sands Salvage Corp.               To 3/31/91       $ 8,333.00     $ 16,666.00
Philip Carretta                 Month to Month     $   650.00          NONE
838 Rome Street
836 Rome Street                   VACANT
<PAGE>

                               QUAREX ELMONT, INC.
                                   CERTIFICATE

      The undersigned, Secretary of Quarex Elmont, Inc. a New York Corporation,
hereby certifies that set forth below is a true and correct copy of the
resolution duly adopted by the Board of Directors of the Corporation on , 1988,
and that such resolution has not been amended or rescinded and it is in full
force and effect on the date hereof.

      RESOLVED, that the Corporation enter into a lease with ELMONT Q.
PROPERTIES, INC. for the premises known as the 1717, 1725 Dutch Broadway,
Elmont, New York, pursuant to which the Company shall lease such premises for a
term of seven (7) years commencing __________ __, 198_, at an annual rental of
$852,000.00 per year during the first term thereof and escalating thereafter,
and that the offices of the corporation and each of them are hereby authorized
and directed to execute and deliver such lease on behalf of the corporation with
such additional terms and conditions as they may deem necessary or desirable.


      IN WITNESS WHEREOF, the undersigned has made this Certificate this day of
, 1989.


                                                       Secretary
(Seal)
<PAGE>

                           ELMONT Q. PROPERTIES, INC.
                                   CERTIFICATE

      The undersigned, Secretary of Elmont Q. Properties, Inc. a New York
Corporation, hereby certifies that set forth below is a true and correct copy of
the resolution duly adopted by the Board of Directors of the Corporation on ,
1989, and that such resolution has not been amended or rescinded and it is in
full force and effect on the date hereof.

      RESOLVED, that the Corporation enter into a lease with QUAREX ELMONT, INC.
for the premises known as the 1717, 1725 Dutch Broadway, Elmont, New York,
pursuant to which the Company shall lease such premises for a term of seven (7)
years commencing ____________ , 198_, at an annual rental of $852,000.UU per
year during the first term thereof and escalating thereafter, and that the
offices of the corporation and each of them are hereby authorized and directed
to execute and deliver such lease on behalf of the corporation with such
additional terms and conditions as they may deem necessary or desirable.


      IN WITNESS WHEREOF, the undersigned has made this Certificate this day of
, 1989.


                                                         Secretary
       (Seal)
<PAGE>

      THIS LEASE RENEWAL BY AND BETWEEN Elmont Q. Properties, Inc. and (F/K/A
Quarex-Elmont) Western Beef Elmont, Inc., WITH OFFICES AT 47-05 Metropolitan
Avenue, Ridgewood, New York 11385, DATED THIS 1ST DAY OF JULY, 1995.

      It is understood and agreed by and between the parties herein that the
Lease dated July 6, 1989, by and between Elmont Q. Properties, Inc. and Western
Beef Elmont, Inc., for premises at 1717 Dutch Broadway, shall be renewed and
extended upon the following terms and conditions:

      a) The lease term shall be renewed for an additional 10 years commencing
July 1, 1995 and terminating June 30, 2005.

      b) The rental for each and every year of the lease renewal term shall be
as follows:

         Year 1     July 1, 1995-June 30, 1996         $1,027,209.33 per year
                                                           85,600.78 per month
         Year 2     July 1, 1996-June 30, 1997          1,068,297.70 per year
                                                           89,024.81 per month
         Year 3     July 1, 1997-June 30, 1998          1,111,029.61 per year
                                                           92,585.80 per month
         Year 4     July 1, 1998-June 30, 1999          1,155,470.79 per year
                                                           96,289.24 per month
         Year 5     July 1, 1999-June 30, 2000          1,201,689.62 per year
                                                          100,140.81 per month
         Year 6     July 1, 2000-June 30, 2001          1,249,757.21 per year
                                                          104,146.44 per month
         Year 7     July 1, 2001-June 30, 2002          1,299,747.50 per year
                                                          l08,312.29 per month
         Year 8     July 1, 2002-June 30, 2003          1,351,737.40 per year
                                                          112,644.78 per month
         Year 9     July 1, 2003-June 30, 2004          1,405,806.81 per year
                                                          117,150.57 per month
         Year 10    July 1, 2004-June 30, 2005          1,462,039.17 per year
                                                          121,836.60 per month


      c) All other terms and conditions of the Lease dated July 6, 1989, by and
between the parties shall remain in full force and effect and apply to the
renewal term herein.

         ACCEPTED AND AGREED TO:                 ACCEPTED AND AGREED TO:

         By:_________________________            By:_________________________
            ELMONT Q. PROPERTIES, INC.              WESTERN BEEF, INC.
                                                    F/K/A QUAREX ELMONT, INC.

                                                 Dated:
                                                 Witness:
<PAGE>

      THIS LEASE RENEWAL BY AND BETWEEN Elmont Q. Properties, Inc. and (F/K/A
Quarex-Elmont) Western Beef Elmont, Inc., WITH OFFICES AT 47-05 Metropolitan
Avenue, Ridgewood, New York 11385, DATED THIS 1ST DAY OF JULY, 1995.

      It is understood and agreed by and between the parties herein that the
Lease dated July 6, 1989, by and between Elmont Q. Properties, Inc. and Western
Beef Elmont, Inc., for premises at 1717 Dutch Broadway, shall be renewed and
extended upon the following terms and conditions:

      a) The lease term shall be renewed for an additional 10 years commencing
July 1, 1995 and terminating June 30, 2005.

      b) The rental for each and every year of the lease renewal term shall be
as follows:

         Year 1     July 1, 1995-June 30, 1996         $1,027,209.33 per year
                                                           85,600.78 per month
         Year 2     July 1, 1996-June 30, 1997          1,068,297.70 per year
                                                           89,024.81 per month
         Year 3     July 1, 1997-June 30, 1998          1,111,029.61 per year
                                                           92,585.80 per month
         Year 4     July 1, 1998-June 30, 1999          1,155,470.79 per year
                                                           96,289.24 per month
         Year 5     July 1, 1999-June 30, 2000          1,201,689.62 per year
                                                          100,140.81 per month
         Year 6     July 1, 2000-June 30, 2001          1,249,757.21 per year
                                                          104,146.44 per month
         Year 7     July 1, 2001-June 30, 2002          1,299,747.50 per year
                                                          l08,312.29 per month
         Year 8     July 1, 2002-June 30, 2003          1,351,737.40 per year
                                                          112,644.78 per month
         Year 9     July 1, 2003-June 30, 2004          1,405,806.81 per year
                                                          117,150.57 per month
         Year 10    July 1, 2004-June 30, 2005          1,462,039.17 per year
                                                          121,836.60 per month

      c) All other terms and conditions of the Lease dated July 6, 1989, by and
between the parties shall remain in full force and effect and apply to the
renewal term herein.

         ACCEPTED AND AGREED TO:                 ACCEPTED AND AGREED TO:

         By:_________________________            By:_________________________
            ELMONT Q. PROPERTIES, INC.              WESTERN BEEF, INC.
                                                    F/K/A QUAREX ELMONT, INC.

                                                 Dated:
                                                 Witness: