LEASE

                                 BY AND BETWEEN

                   PETER CASTELLANA, JR. and MARIE CASTELLANA
                                                  (LANDLORD)

                                       AND

                        WESTERN BEEF -- 173RD STREET INC.
                                                  (TENANT)
<PAGE>

                                 INDEX TO LEASE



         LANDLORD:           PETER CASTELLANA, JR. and MARIE CASTELLANA

         TENANT:             WESTERN BEEF -- 173RD STREET INC.

         ARTICLE I           REFERENCE PROVISIONS,
                              LEASED PREMISES AND TERM

         Section 1.1         Reference Provisions
         Section 1.2         Term and Leased Premises
         Section 1.3         Acceptance of Leased Premises
         Section 1.4         Quiet Enjoyment

         ARTICLE II          RENT AND OTHER CHARGES

         Section 2.1         Minimum Rent
         Section 2.2         Taxes
         Section 2.3         Utilities Charges and Services

         ARTICLE  III        CONSTRUCTION OF LEASED PREMISES

         Section 3.1         Construction of Leased Premises

         ARTICLE IV          USE OF LEASED PREMISES

         Section 4.1         Use of Leased Premises
         Section 4.2         Additional Covenants of Tenant
         Section 4.3         Signs, Awnings and Canopies

         ARTICLE V           INSURANCE REQUIRED OF TENANT

         Section 5.1         Insurance Required of Tenant
         Section 5.2         Fire Insurance Rate and Requirements
         Section 5.3         Waiver of Subrogation


         ARTICLE VI          REPAIRS AND MAINTENANCE

         Section 6.1         Repairs and Maintenance by Tenant
         Section 6.2         Inspection

         ARTICLE  VII        ADDITIONS AND ALTERATIONS

         Section 7.1         Additions and Alterations by Landlord
         Section 7.2         Additions and Alterations by Tenant


                                      -i-
<PAGE>

       ARTICLE VIII        DAMAGE, DESTRUCTION OR CONDEMNATION OF 
                              THE LEASED PREMISES

       Section 8.1         Damage or Destruction
       Section 8.2         Condemnation

       ARTICLE IX          FINANCING

       Section 9.1         Financing
       Section 9.2         Subordination
       Section 9.3         Non-Disturbance Protection

       ARTICLE X           DEFAULT BY TENANT

       Section  10.1       Default
       Section  10.2       Landlord's Rights on Default
       Section  10.3       Landlord's Self--Help
       Section  10.4       Non--Waiver Provisions
       Section  10.5       Landlord's Expenses
       Section  10.6       Assignment of Lease on Default

       ARTICLE XI          OTHER PROVISIONS

       Section  11.1       Definition and Liability of Landlord
       Section  11.2       Relationship of the Parties
       Section  11.3       Security
       Section  11.4       Indemnity
       Section  11.5       Property in Leased Premises
       Section  11.6       Damage to Property or Persons
       Section  11.7       Assignment or Subletting
       Section  11.8       Surrender of Premises and Holding Over
       Section  11.9       Liens
       Section  11.10      Interest
       Section  11.11      Lien of Landlord for Rent, Taxes and
                           Other Sums
       Section  11.12      Late Payments
       Section  11.13      Waiver by Tenant
       Section  11.14      Notices
       Section  11.15      Broker
       Section  11.16      Short Form Lease
       Section  11.17      Entire and Binding Agreement
       Section  11.18      Provisions Severable
       Section  11.19      Captions
       Section  11.20      Force Majeure
       Section  11.21      Warranty of Title and Authority
       Section  11.22      No Jury Trial
       Section  11.23      Renewal Option
       Section  11.24      Miscellaneous

                                      -ii-
<PAGE>

      THIS LEASE made and entered into as of the 1st day of November, 1992, by
and between PETER CASTELLANA, JR. and MARIE CASTELLANA, (collectively
"Landlord") and WESTERN BEEF - 173RD STREET INC., a New York corporation
("Tenant").

                                   ARTICLE I

                 REFERENCE PROVISIONS, LEASED PREMISES AND TERM

      Section 1.1. Reference Provisions.

(a)   LEASED PREMISES -- The building (the "Building") commonly known as 1564
      Southern Boulevard, Bronx, New York.

(b)   TERM -- Shall be for a period of ten (10) years commencing on November 1,
      1992 and ending on October 31, 2002.

(c)   RENEWAL OPTION - One (1) five (5) year option, to be exercised by Tenant
      on not less than six (6) months' written notice to Landlord (more
      particularly described in Section 11.23 hereof).

(d)   MINIMUM RENT -

             November 1, 1992
             October 31, 1993       An amount per annum equal to EIGHTY
                                    TWO THOUSAND ONE HUNDRED and 00/100
                                    ($82,100.00) DOLLARS ($6,841.67/month).

             November 1, 1993
             October 31, 1994       An amount per annum equal to EIGHTY
                                    SIX THOUSAND TWO HUNDRED FIVE and 00/100
                                    ($86,205.00) DOLLARS ($7,183.75/month).

             November 1, 1994
             October 31, 1995       An amount per annum equal to NINETY
                                    THOUSAND FIVE HUNDRED FIFTEEN and
                                    25/100 ($90,515.25)DOLLARS
                                    ($7,542.94/month).

             November 1, 1995
             October 31, 1996       An amount per annum equal to NINETY
                                    FIVE THOUSAND FORTY ONE and 01/100
                                    ($95,041.01) DOLLARS ($7,920.08/month).

             November 1, 1996
             October 31, 1997       An amount per annum equal to NINETY
                                    NINE THOUSAND SEVEN HUNDRED NINETY THREE and
                                    06/100 ($99,793.06) DOLLARS
                                    ($8,316.09/month).

             November 1, 1997
             October 31, 1998       An amount per annum equal to ONE
                                    HUNDRED FOUR THOUSAND SEVEN HUNDRED EIGHTY
                                    TWO and 71/100 ($104,782.71) DOLLARS
                                    ($8,731.89/month).

             November 1, 1998
             October 31, 1999       An amount per annum equal to ONE
                                    HUNDRED TEN THOUSAND TWENTY ONE and 84/100
                                    ($110,021.84) DOLLARS ($9,168.49/month).
<PAGE>

             November 1, 1999 
             October 31, 2000       An amount per annum equal to ONE HUNDRED
                                    FIFTEEN THOUSAND FIVE HUNDRED TWENTY TWO and
                                    93/100 ($115,522.93) DOLLARS
                                    ($9,626.91/month).

             November 1, 2000 
             October 31, 2001       An amount per annum equal to ONE HUNDRED
                                    TWENTY ONE THOUSAND TWO HUNDRED NINETY NINE
                                    and 07/100 ($121,299.07) DOLLARS
                                    ($10,108.26/month).

             November 1, 2001
             October 31, 2002       An amount per annum equal to ONE HUNDRED
                                    TWENTY SEVEN THOUSAND THREE HUNDRED SIXTY
                                    FOUR and 02/100 ($127,364.02) DOLLARS
                                    ($10,613.67/ month).

        RENEWAL TERM:

             November 1, 2002
             October 31, 2003       An amount per annum equal to ONE HUNDRED
                                    THIRTY THREE THOUSAND SEVEN HUNDRED THIRTY
                                    TWO and 22/100 ($133,732.22) DOLLARS
                                    ($l1,144.35/ month).

             November 1, 2003 
             October 31, 2004       An amount per annum equal to ONE HUNDRED
                                    FORTY THOUSAND FOUR HUNDRED EIGHTEEN and
                                    83/100($140,418.83)- DOLLARS
                                    ($11,701.57/month).

             November 1, 2004
             October 31, 2005       An amount per annum equal to ONE HUNDRED
                                    FORTY SEVEN THOUSAND FOUR HUNDRED THIRTY
                                    NINE and 77/100 ($147,439.77) DOLLARS
                                    ($12,286.65/ month).

             November 1, 2005 
             October 31, 2006       An amount per annum
                                    equal to ONE HUNDRED FIFTY FOUR THOUSAND
                                    EIGHT HUNDRED ELEVEN and 75/100
                                    ($154,811.75) DOLLARS ($12,900.98/month).


             November 1, 2006 
             October 31, 2007       An amount per annum equal to ONE HUNDRED
                                    SIXTY TWO THOUSAND FIVE HUNDRED FIFTY TWO
                                    and 33/100 ($162,552.33) DOLLARS
                                    ($13,546.03/month).


(e)   USE - The operation of a retail supermarket. The use of the Leased
      Premises by Tenant is and shall continue to be expressly subject to all
      applicable zoning ordinances and rules and regulations of any governmental
      instrumentality, board or bureau having jurisdiction. No other use of the
      Leased Premises shall be permitted without Landlord's prior written
      consent (which consent shall not be unreasonably withheld or delayed).

(f)   SECURITY -- None

(g)   NOTICE ADDRESS - TO LANDLORD:
                       Mr. Peter Castellana, Jr.
                       Mrs. Marie Castellana
                       47--05 Metropolitan Avenue
                       Ridgewood, New York 11385


                                       -2-
<PAGE>

                       TO TENANT:
                       Western Beef -- 173rd Street Inc.
                       47-05  Metropolitan Avenue
                       Ridgewood, New York 11385
                       Attn: Mr. Jules Verner

(h)   INTERPRETATION -- The provisions of Section 1.1 of this lease set forth
      some of the business terms of this lease and are a part of this lease.
      Nonetheless, the provisions of Section 1.1 are subject to the specific
      language contained elsewhere in this lease.


      Section 1.2. Term and Leased Premises. (a) Landlord hereby leases to
Tenant and Tenant rents from Landlord those certain premises (the "Leased
Premises") described in Section 1.1(a), but reserving and excepting to Landlord
the right to install, maintain, use, repair and replace pipes, ductwork,
conduits, utility lines and wires through hung ceiling space, column space, and
partitions in or beneath the floor slab or above or below the Leased Premises or
other parts of the Building.


      (b) The Term, as described in Section 1.1(b), shall commence on November
1, 1992 (the "Commencement Date"). The Term shall continue to and include
October 31, 2002 (the "Expiration Date") (subject to Tenant's renewal option).


      Section 1.3. Acceptance of Leased Premises. As often as may reasonably be
requested by either party, the other party shall promptly and without cost to
the requesting party execute, acknowledge and deliver to the requesting party
and/or its mortgagee a written acceptance or estoppel certificate with respect
to the Leased Premises in form and substance acceptable to the requesting party.


      Section 1.4. Quiet Enjoyment. Tenant, upon paying the rents herein
reserved and performing and observing all of the other terms, covenants and
conditions of this lease on Tenant's part to be performed and observed, shall
peaceably and quietly have, hold and enjoy the Leased Premises during the Term,
subject, nevertheless, to the terms of this lease and to any encumbrances to
which this lease is subordinate.

                                       -3-
<PAGE>

                                   ARTICLE II

                             RENT AND OTHER CHARGES

      Section 2.1. Minimum Fixed Rent. Tenant shall pay to Landlord without
previous demand therefor and without any setoff or deduction whatsoever, the
Minimum Rent provided in Section 1.1(d), payable in equal monthly installments,
in advance, on the first day of each and every calendar month throughout the
Term. The Minimum Rent for any fractional part of a calendar month at the
beginning or end of the Term shall be a proportionate part of the Minimum Rent
for a full calendar month.

      Section 2.2. Taxes. Tenant shall pay promptly when due or make
reimbursement to Landlord for all taxes imposed upon Tenant's rent, lease and
business operation, including, without limitation, all documentary stamps or
similar taxes assessed upon the consideration to be received by Landlord for
this lease, and upon all personal property of Tenant.

      Tenant shall also pay to Landlord, as additional rent, (i) all real estate
taxes (as such term is hereinafter defined) assessed and levied against, or
imposed upon, the Property (as hereinafter defined), and (ii) any and all
expenses directly incurred by Landlord in contesting the validity of, in seeking
a reduction in, or in seeking to prevent an increase in any real estate taxes,
which said payment of additional rent shall be due and payable with respect to
every Lease Year or part thereof during the term of this lease. Notwithstanding
the fact that the aforesaid additional rent is measured by the real estate
taxes, such additional rent shall be paid by Tenant as provided herein
regardless of the fact that Tenant may be exempt, in whole or in part, from the
payment of any real estate taxes by reason of Tenant's diplomatic status or for
any other reason whatsoever.

      The term "real estate taxes" shall mean all taxes and assessments and
other governmental charges and levies, general and special, ordinary and
extraordinary, unforeseen as well as foreseen of any kind and nature (including
interest on such assessments whenever the same are payable in installments),
levied or assessed directly or indirectly against the land, buildings and/or
improvements of which the Leased Premises form a part (as the same may be
enlarged or reduced from time to time) (the "Property"), and other taxes arising
out of the use and/or occupancy of the Leased Premises imposed by federal,


                                       -4-
<PAGE>

state or local governmental authority or any other taxing authority having
jurisdiction over the Property, but shall exclude franchise, capital stock,
income, estate or inheritance taxes personal in nature to Landlord.
"Assessments" as used in this definition shall be deemed to include the costs of
all road, highway and transportation improvements (including, without
limitation, traffic signals and systems) installed and paid for by Landlord.

      The amounts due hereunder shall be collectible as additional rent without
set off or deduction, and shall be paid within fifteen (15) days after written
demand by Landlord. Landlord's failure during the Term to prepare and deliver
any tax bills, statements or bills, or Landlord's failure to make a demand,
shall not in any way or cause Landlord to forfeit or surrender its rights to
collect any of the foregoing items, of additional rent which may have become due
during the Term. Tenant's liability for the amounts due under this Section shall
survive the expiration of the Term. In no event shall any rent adjustment
hereunder result in a decrease in the Minimum Rent as the same may be increased
or decreased from time to time pursuant to any other provision of this lease.

      Should the taxing authorities include in such real estate taxes the value
of any machinery, equipment, fixtures, inventory or other personal property or
assets of Tenant, then Tenant agrees to pay its share of the taxes attributable
to such items in addition to, but not in duplication of, the real estate taxes
referred to in this Section.

      If at any time during the Term, a tax or excise on rents or other tax,
however described (except any franchise, estate, inheritance, capital stock,
income or excess profits taxes imposed upon Landlord) is levied or assessed
against Landlord by any lawful taxing authority on account of the Landlord's
interest in this lease or the rents expressly reserved hereunder as a substitute
in whole or in part, or in addition to, the real property taxes hereinbefore
described, Tenant agrees to pay Landlord, as additional rent hereunder, its
share of the amount of such tax or excise on rents. In the event any such tax or
excise on rents or other tax, however described, is levied or assessed directly
against Tenant by any lawful taxing authority on account of Tenant's interest in
this lease or the leasehold estate hereby created or the rents to be paid by
Tenant hereunder, then Tenant shall be responsible therefor and agrees to pay
the same before delinquency; or should any lawful taxing authority require that
any such tax or


                                      -5-
<PAGE>

excise on rents or other tax, however described, for which Tenant is responsible
hereunder, other than the real property taxes levied or assessed against the
Property be paid by Tenant, but collected by Landlord, for and on behalf of such
taxing authority and from time to time forwarded by the Landlord to such taxing
authority, then the same shall be paid by Tenant to Landlord at such times as
such taxing authority shall require and be collectible by Landlord and the
payment thereof enforced in the same fashion as provided for the enforcement of
payment of rent hereunder and for the purpose of enforcing payment thereof shall
be deemed additional rent hereunder.

      Section 2.3. Utilities Charges and Services. Tenant shall pay promptly, as
and when the same become due and payable, all charges for electricity, gas,
heat, steam, hot and/or chilled water, air-conditioning, ventilating, lighting
systems, fuel and other utilities supplied to the Leased Premises by the public
utility company. All electricity and gas consumed by Tenant shall be separately
metered and Tenant shall be responsible for payment of such utilities directly
to the public utility company. Tenant shall arrange with the utility serving the
Building for installation of all necessary meters and arrange for the provision
of such service. Landlord shall not be responsible for the supply to Tenant of
any utilities or services whatsoever to the Leased Premises (including, but not
limited to, said utilities, elevator, air--conditioning, gas, steam or cleaning)
and Tenant shall obtain all such services in Tenant's name at no charge to
Landlord.

      Tenant's use of electric current in the Leased Premises shall not at any
time exceed the capacity of any of the electrical conductors and equipment in or
otherwise serving the Leased Premises. Tenant shall not make or perform or
permit the making or performing of, any alterations to wiring installation or
other electrical facilities in or serving the Leased Premises without the prior
consent of Landlord in each instance (which consent shall not be unreasonably
withheld or delayed).

      Landlord shall not be liable in any way to Tenant for any failure or
defect in the supply or character of electric energy furnished to the Leased
Premises by reason of any requirement, act or omission of the public utility
serving the Building with electricity or for any other reason not


                                      -6-
<PAGE>

attributable to Landlord's willful acts in default of this lease or gross
negligence.

      Tenant shall pay to Landlord, within fifteen (15) days after rendition of
a bill therefor, all charges for water consumed at the Leased Premises as shown
by the water bills. In addition Tenant shall pay all sewer rents and charges
imposed upon its water usage.

                                   ARTICLE III

                         CONSTRUCTION OF LEASED PREMISES

      Section 3.1. Construction of Leased Premises. Tenant accepts the Leased
Premises "as is" with no representations or warranties by Landlord as to the
physical condition thereof.

                                   ARTICLE IV

                             USE OF LEASED PREMISES

      Section 4.1. Use of Leased Premises. Tenant agrees to use the Leased
Premises only for the permitted uses set forth in Section 1.1(e) and for no
other purpose.

      Tenant covenants that during the Term, the Leased Premises shall be used
only and exclusively for lawful and moral purposes, and no part of the Leased
Premises or improvements thereon shall be used in any manner whatsoever for any
purposes in violation of the laws, ordinances, regulations, or orders of the
United States, or of the State, County, and/or City or other applicable
governmental subdivisions where the Leased Premises are located. Tenant shall
comply with all such laws, ordinances, regulations or orders now in effect or
hereafter enacted or passed during the Term insofar as the Leased Premises and
any signs of the Tenant are concerned, including, but not limited to zoning
ordinances, building codes and fire codes, and shall make at Tenant's own cost
and expense all additions and alterations to the Leased Premises ordered or
required by such authorities, whether in order to meet the special needs of
Tenant, or by reason of the occupancy of Tenant, or otherwise.

      Section 4.2. Additional Covenants of Tenant. Tenant's use of the Property
shall be subject at all times during the Term to reasonable rules and
regulations adopted by Landlord not in conflict with any of the express
provisions


                                      -7-
<PAGE>

hereof governing the use of the Property and the Leased Premises. Tenant agrees
to comply with all such rules and regulations upon notice to Tenant from
Landlord. Tenant expressly agrees as follows:

      (a) The sidewalks and loading areas adjacent to the Leased Premises shall
not be obstructed and shall be free from snow, ice, trash, litter, hazardous
materials and any other obstructions. Garbage and refuse shall be kept in sealed
containers (with food scraps and refuse kept in a self-contained, cleanable,
sealed, metal container) (or such containers as may be used in the future with
improved technology, provided garbage and refuse is continued to be stored and
disposed of without odors emanating and without resulting in unsightly
conditions). Tenant shall provide or designate a service for picking up refuse
and garbage, at its sole cost and expense. Tenant shall maintain all loading
areas in a clean manner. Tenant shall use a trash compactor located outside the
Leased Premises.

      (b) No radio or television aerial or other device shall be erected on the
roof or exterior walls of the Leased Premises or the building in which the
Leased Premises are located without first obtaining in each instance the
Landlord's consent in writing (which consent shall not be unreasonably withheld
or delayed). Any aerial or device installed without such written consent shall
be subject to removal at Tenant's expense without notice at any time.

      (c) No loud speakers, televisions, phonographs, radios, tape players or
other devices shall be used in a manner so as to be heard or seen outside the
Leased Premises without the prior written consent of Landlord (which consent
shall not be unreasonably withheld or delayed).

      (d) The plumbing and sanitary facilities shall be kept in a good state of
repair and operating condition, and shall not be used for any other purpose
other than that for which they are constructed; no foreign substance of any kind
shall be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by Tenant. All
grease traps, if any, shall be installed and maintained by Tenant in accordance
with applicable law and in accordance with Landlord's requirements. Tenant shall
furnish sufficient heat at all times so as to prevent any damage to the Leased
Premises, including, but not limited to, any freezing or breaking of pipes, any
mechanical


                                      -8-
<PAGE>

systems or fixtures. Tenant shall, at Tenant's sole cost and expense, obtain and
maintain licenses and permits, and pay all fees and charges, in connection with
the existence of any air-conditioning equipment and/or any other equipment in or
upon the Leased Premises.

      (e) Tenant at its expense shall contract for regular termite and pest
extermination services covering the Leased Premises, to keep same free of
vermin.

      (f) Tenant shall keep and maintain the Leased Premises (including, without
limitation, exterior and interior portions of all windows, doors and all other
glass, including, in each case, the frames therefor) in a neat and clean
condition, and Tenant will not require, permit, suffer or allow any such window
or door to be cleaned in violation of the Labor Law of the State of New York or
of any other law or ordinance or of any rule, order or regulation of any
governmental authority having jurisdiction thereof, and, at Tenant's expense,
clean and polish the inside and outside of the store fronts of the Leased
Premises whenever necessary in the reasonable judgment of Landlord.

      (g) Tenant shall take no action (including, but not limited to, using
employees, contractors, labor or materials) which would create any work
stoppage, picketing, labor disruption or dispute, or any interference with the
business of Landlord or any other tenant or occupant in the Building or with the
rights and privileges of any customer or other person(s) lawfully in and upon
the Property. If such disturbance results from Tenant's use of non--union labor,
Landlord shall have the right to order Tenant to have pickets removed and, if
necessary, to terminate any construction work at any time being performed in the
Leased Premises, until such time as Landlord shall have given its written
consent for the resumption of such work. If such disturbance results from a
jurisdictional dispute between unions, Tenant shall be obligated to promptly
take all legal steps to have the pickets removed. If such pickets are not
removed within three (3) days, Landlord shall have the right to terminate the
construction work in the Leased Premises. Tenant shall have no claim for damages
of any nature against Landlord in connection with Landlord's remedies provided
herein.

      (h) Tenant shall pay before delinquency all license or permit fees and
charges of a similar nature for the conduct of any business in the Leased
Premises.

                                      -9-
<PAGE>

      (i) Tenant shall store and/or stock in the Leased Premises only such
merchandise as Tenant is permitted to offer for sale in the Leased Premises
pursuant to this lease.

      (j) Tenant shall not perform any act or carry on any practice which may
damage, mar or deface the Property.

      (k) Tenant shall not place a load on any floor in the interior delivery
system, if any, or in the Leased Premises, or in any area of the Building,
exceeding the floor load which such floor was designed to carry, nor shall
Tenant install, operate or maintain therein any heavy item or equipment except
in such manner as to achieve a proper distribution of weight.

      (l) Tenant shall not install, operate or maintain in the Leased Premises
or in any other area of the Building any electrical equipment which does not
bear underwriter's approval, or which would overload the electrical system or
any part thereof beyond its capacity for proper and safe operation as reasonably
determined by Landlord, and unless the same is performed by a licensed
electrical engineer or contractor.

      (m) Tenant shall not suffer, allow or permit any vibration, noise, light,
odor or other effect to emanate from the Leased Premises, or from any machine or
other installation therein, or otherwise suffer, allow or permit the same to
constitute a nuisance or otherwise interfere with the safety, comfort or
convenience of Landlord or any of the other occupants of the Building or their
customers, agents or invitees or any others lawfully in or upon the Property.
Upon notice by Landlord to Tenant that any of the aforesaid is occurring, Tenant
agrees to forthwith remove or control the same.

      (n) Tenant shall not store, display, sell, or distribute any alcoholic
beverages (other than beer and wine coolers) or any dangerous materials
(including, without limitation, fireworks) unless specifically permitted by this
lease.

      (o) Tenant shall not use or occupy the Leased Premises or do or permit
anything to be done thereon in any manner which shall prevent Landlord and/or
Tenant from obtaining at standard rates any insurance required or desired, or
which would invalidate or increase the cost to Landlord of any existing
insurance, or which might cause structural injury


                                      -10-
<PAGE>

to Building, or which would constitute a public or private nuisance or which
would violate any present or future laws, regulations, ordinances or
requirements (ordinary or extraordinary, foreseen or unforeseen) of the federal,
state or municipal governments, or of any department, subdivisions, bureaus or
offices thereof, or of any other governmental public or quasi--public
authorities now existing or hereafter created having jurisdiction in the Leased
Premises or the Property.

      (p) All roof penetrations required by Tenant shall be performed by a
roofing contractor reasonably acceptable to Landlord.

      Section 4.3. Signs, Awnings and Canopies. (a) Tenant may erect and
maintain, at Tenant's sole cost and expense, subject to all applicable state and
local ordinances, codes, rules and regulations and Landlord's prior written
approval (which approval shall not unreasonably withheld or delayed), such
signs, awnings and canopies as it may deem appropriate on the Leased Premises.
Tenant shall submit to Landlord detailed drawings of its signs, together with
copies of all required governmental approvals, permits or licenses, for review
and approval by Landlord prior to erecting said signs on the Leased Premises.

      (b) Tenant shall keep insured and maintain, repair, restore and replace
all such signs in good condition, repair and operating order at all times. If
any damage is done to Tenant's signs, Tenant shall commence to repair same
within ten (10) working days or Landlord may, at its option, repair same at
Tenant's expense, and the same shall be collectible from Tenant as extra and
additional rent, payable upon demand. Tenant shall pay for all electricity, if
any, consumed by said signs directly to the public utility company.

                                    ARTICLE V

                          INSURANCE REQUIRED OF TENANT

      Section 5.1. Insurance Required of Tenant. (a) Tenant shall obtain and
provide, on or before the earlier of the commencement of the Term or Tenant's
entering the Leased Premises for any purpose, and keep in force at all times
thereafter, the following insurance coverages with respect to the Leased
Premises:


                                      -11-
<PAGE>

      (i) Comprehensive General Liability Insurance, with contractual liability
endorsement, relating to the Leased Premises and its appurtenances on an
occurrence basis with a minimum single limit of Three Million ($3,000,000.00)
Dollars for bodily or personal injury (including death) and in the amount of
Five Hundred Thousand ($500,000.00) Dollars in respect of property damage.

      (ii) Fire and Lightning, Extended Coverage, Vandalism and Malicious
Mischief and Flood (if required by Landlord, any mortgagee or governmental
authority and if obtainable) Insurance in an amount adequate to cover the
replacement cost of all personal property, decorations, trade fixtures,
furnishings, equipment and all contents therein.

      (iii) Boiler or Machinery Insurance covering all pressure vessels,
boilers, air--conditioning equipment, or similar equipment, if any, in, on,
adjoining, above or beneath the Leased Premises, in the amount of One Million
($1,000,000.00) Dollars.

      (iv) Worker's Compensation Insurance covering all persons employed,
directly or indirectly, in connection with any finish work performed by Tenant
or any repair or alteration authorized by this lease or consented to by
Landlord, and all employees and agents of Tenant with respect to whom death or
bodily injury claims could be asserted against Landlord or Tenant, as required
by the law of the State of New York.

      (v) Plate Glass Insurance.

      (vi) Comprehensive Automobile Liability Insurance providing third party
liability insurance with One Million ($1,000,000.00) Dollars inclusive limits,
covering all licensed vehicles owned or operated by or on behalf of Tenant.

      (b) Before undertaking any alterations, additions, improvements or
construction, Tenant shall obtain at its expense a public liability insurance
policy insuring Tenant and Landlord against any liability which may arise on
account of such proposed alterations, additions, improvements or construction on
an occurrence basis with the minimum limits set forth in this Section.

      (c) All of the aforesaid insurance except the Worker's Compensation
Insurance required by subparagraph (a) (iv) above shall be written in the name
of Landlord (and any


                                      -12-
<PAGE>

designee(s) of Landlord) and Tenant and shill be written by one or more
responsible insurance companies with a general policy-holder's rating of not
less than A and a financial rating of AA as rated in the most current available
"Best's" insurance reports, licensed to do business in New York and authorized
to issue such policy(ies) in form reasonably satisfactory to Landlord; all such
insurance shall contain endorsements that: such insurance may not be cancelled
or amended with respect to Landlord (or its designees) except upon thirty (30)
days' prior written notice to Landlord (and any such designees) by the insurance
company; Tenant shall be solely responsible for payment of premiums and Landlord
(or its designees) shall not be required to pay any premium for such insurance;
in the event of payment of any loss covered by such policy, Landlord (or its
designees) shall be paid first by the insurance company for Landlord's loss. The
minimum limits of the comprehensive general liability policy of insurance shall
in no way limit or diminish Tenant's liability hereunder. Tenant shall deliver
to Landlord at least fifteen (15) days prior to the time such insurance is first
required to be carried by Tenant, and thereafter at least fifteen (15) days
prior to the expiration of such policy, either a duplicate original or a
certificate of insurance on all policies procured by Tenant in compliance with
its obligations hereunder, together with evidence satisfactory to Landlord of
the payment of the premiums therefor. If Tenant fails to obtain and provide any
or all of the aforesaid insurance, then Landlord may, but shall not be required
to, purchase such insurance on behalf of Tenant and add the cost of such
insurance as additional rent payable with the next installment of Minimum Rent.
Tenant's failure to keep in force the aforementioned insurance shall be regarded
as a material default hereunder entitling Landlord to exercise any or all of the
remedies provided in this lease in the event of Tenant's default.

      (d) The minimum limits of the comprehensive general liability policy of
insurance shall be subject to increase at any time, and from time to time, if
Landlord shall deem same reasonably necessary for adequate protection to reflect
changed circumstances, reflecting without limitation (i) changes required by any
mortgagee of the Property, (ii) changes indicated by the amount of plaintiffs'
verdicts in personal injury actions in New York, or (iii) changes consistent
with the standards required by other landlords for supermarkets in New York.
Within thirty (30) days after demand therefor by Landlord, Tenant shall furnish
Landlord with evidence of Tenant's compliance with such demand.


                                      -13-
<PAGE>

      Section 5.2. Fire Insurance Rate and Requirements. (a) Tenant agrees that
it will pay to Landlord, on demand, as additional rent, premiums for all fire
insurance policies in force with respect to the Property and its contents. In
addition, Tenant agrees to comply, at its own cost and expense, with any rules
and regulations of the Fire Insurance Rating Organization and any similar body
and any governmental authority having jurisdiction if noncompliance will result
in Landlord's inability to obtain insurance coverage. If any electrical
equipment is installed that overloads the lines in the Building, Tenant shall,
at Tenant's own cost and expense, promptly make whatever changes are necessary
to remedy such condition and to comply with all requirements of the Landlord and
the Board of Fire Insurance Underwriters and any similar body and any
governmental authority having jurisdiction thereof. For the purpose of this
paragraph, any finding or schedule of the Fire Insurance Rating Organization
having jurisdiction thereof shall be deemed to be conclusive.

      (b) In the event that this lease so permits and Tenant engages in the
preparation of food or packaged foods or engages in the use, sale or storage of
inflammable or combustible material, Tenant shall install chemical extinguishing
devices (such as ansul) approved by the Fire Insurance Rating Organization
(which devices, when installed, shall become Landlord's property) and shall keep
such devices under service as required by such organization. A copy of such
service contract shall be delivered to Landlord at least fifteen (15) days prior
to the commencement of the Term, and copies of all maintenance reports shall be
sent simultaneously to Landlord and Tenant (and said service contracts shall so
provide).

      (c) If gas is used in the Leased Premises, Tenant shall install at its
expense gas cut--off devices (manual and automatic).

      Section 5.3. Waiver of Subrogation. Neither party to this lease shall be
liable for any damage by fire or other peril includable in the coverage afforded
by the standard form of fire insurance policy with extended coverage endorsement
attached (whether or not such coverage is in effect), no matter how caused, it
being understood that the damaged party will look solely to its insurer for
reimbursement. Any waiver of rights contained in this Section shall be
ineffective if such


                                      -14-
<PAGE>

waiver shall be unobtainable, or result in an increase in the cost of insurance
of the waiving party, unless the other party shall pay such increase within ten
(10) days after notice thereof.

                                   ARTICLE VI

                             REPAIRS AND MAINTENANCE

      Section 6.1. Repairs and Maintenance by Tenant. Tenant shall make and pay
for all repairs to the Building, whether structural or non-structural,
mechanical or non--mechanical, including (without limitation) necessary repairs
to the exterior walls, the roof, the slab, foundations, load bearing members,
plumbing, pipes, and conduits located outside the Leased Premises and necessary
repairs to the sidewalks, parking areas (if any) and curbs, the fixtures and
appurtenances in the Leased Premises and all equipment and systems serving the
Building and shall replace all things which are necessary to keep the same in a
good state of repair and operating order. Tenant shall also maintain, replace
and keep in good repair and operating order all plumbing, sprinklering,
electrical installations, ceilings, inside walls and carpeting and floor
surfaces, and all air-conditioning, ventilating and heating installations
(whether located within or without the Leased Premises). Tenant shall at all
times keep the Leased Premises and all exterior entrances, glass and show
moldings, partitions, doors, floor surfaces, fixtures, equipment and
appurtenances thereof in good order, condition and repair, and in a reasonably
satisfactory condition of cleanliness, including reasonably periodic painting of
the interior of the Leased Premises, and Tenant shall make all other necessary
repairs in and to the Property. Tenant shall, at its expense, promptly replace
all broken or damaged glass or substitutes therefor, as the case may be.

      If (i) Tenant does not repair or restore properly as required hereunder
and to the reasonable satisfaction of Landlord, or (ii) Landlord, in the
exercise of its sole discretion, determines that emergency repairs are
necessary, or (iii) repairs or replacements to the to the Property are made
necessary by any act or omission or negligence of Tenant, its agents,employees,
subtenants, assignees, concessionaires, contractors, invitees, licensees or
visitors, then in any of such events Landlord may, after written notice to
Tenant (except in case of emergency in which case no notice shall be required),
make such repairs or replacements without liability


                                      -15-
<PAGE>

to Tenant for any loss or damage that may accrue to Tenant's merchandise,
fixtures or other property or to Tenant's business by reason thereof, and upon
completion thereof, or upon Landlord's obtaining or maintaining said contract
Tenant shall pay Landlord's costs plus fifteen (15%) percent for overhead, upon
presentation of a bill therefor, as additional rent. Said bill shall include
Interest (as defined in Section 11.10) from the date such repairs were paid by
Landlord to the contractor(s) making such repairs. The performance by Landlord
of any such obligation shall not constitute a release or waiver of Tenant
therefrom.

      Anything elsewhere in this lease to the contrary notwithstanding, if the
Fire Insurance Exchange or any bureau, department or official of the federal,
state or city government require or recommend the installation of a sprinkler
system or that any changes, modifications, alterations, or additional sprinkler
heads or other equipment be made or supplied to an existing sprinkler system by
reason of Tenant's business, or the location of partitions, trade fixtures, or
other contents of the Leased Premises, or if any such sprinkler system
installations, changes, modifications, alterations, additional sprinkler heads
or other such equipment, become necessary to obtain Landlord's insurance
coverage or 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
Exchange 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.

      Section 6.2. Inspection. Landlord or its representatives shall have the
right to enter the Leased Premises at reasonable times and upon reasonable
notice (and in emergencies at all times and without notice) during the Term.
Tenant acknowledges that, in addition to Landlord's right to enter the Leased
Premises as set forth herein, Landlord or its representatives, or the utility
companies, may need, and shall have the right to gain, immediate access to any
mechanical equipment, pipes, conduits, etc., in the Leased Premises for the
purpose of inspecting, repairing, installing, altering or changing the location
of any pipes valves or other building facilities or equipment.


                                      -16-
<PAGE>

                              ARTICLE VII

                    ADDITIONS AND ALTERATIONS BY TENANT

      Section 7.1. By Landlord. In event Landlord shall hereafter determine
during the Term to erect additional structures, add stories to existing
buildings, enclose any open portions of the Property enlarge or reduce the
Building by addition(s) thereto or by the diminution thereof, Tenant hereby
consents thereto and to the performance of work necessary to effect the same and
any inconvenience caused thereby. The design, materials and performance of
necessary work therefor shall be in the sole unrestricted discretion of
Landlord.

      Section 7.2. Additions and Alterations by Tenant. Upon Landlord's prior
written consent (not to be unreasonably withheld or delayed), Tenant may from
time to time (if Tenant shall not then be in default), at its own expense, make
alterations, renovations, improvements or other installments in or to the Leased
Premises or any part thereof, provided the same be performed in a good and
workmanlike manner, in accordance with all applicable terms and conditions of
this lease, accepted building practices and applicable laws, including, but not
limited to, building codes and zoning ordinances, and so as not to weaken or
impair the strength or lessen the value of the Building. No such work shall be
commenced and no material shall be fabricated unless and until Tenant shall have
caused plans and specifications therefor to have been prepared, at Tenant's sole
cost and expense, by a licensed architect or other duly licensed and qualified
person, and shall have obtained Landlord's written approval thereof, which
approval shall not be unreasonably withheld or delayed. In the event Landlord's
written approval is granted, and prior to commencement of all such work Tenant
shall cause Landlord's requirements for bonding, insurance and other contractor
requirements to be satisfied. Any work done by Tenant shall not unreasonably
interfere with the use by any other tenants of their premises in the Property.
Tenant shall submit to Landlord, within thirty (30) days after completion of
such work, three (3) full sets of "as built" plans and specifications. Tenant
shall not perform or permit to be performed any electrical work, alterations or
modifications unless (i) same is performed by a licensed electrical engineer or
contractor, and (ii) plans therefore have been filed with and approved by the
New York City Department of Buildings and any other agency having jurisdiction.
Tenant shall cause such work to be performed, at its sole expense, promptly,


                                      -17-
<PAGE>

efficiently and competently by duly qualified or licensed persons or entities,
which have been approved by Landlord in writing (which approval shall not be
unreasonably withheld or delayed), without interference to or disruption of the
operations of any other tenants or occupants of the Property.

      Tenant shall have the right to make non--structural interior alterations
to the Leased Premises without Landlord's prior consent. Notwithstanding the
foregoing, in the event Tenant makes any non--structural interior alterations,
Tenant shall be required to comply with Landlord's requirements for bonding,
insurance and other contractor requirements. Tenant shall cause such work to be
performed, at its sole expense, promptly, efficiently and competently by duly
qualified or licensed persons or entities, which have been approved by Landlord
in writing (which approval shall not be unreasonably withheld or delayed),
without interference to or disruption of the operations of other tenants or
occupants of the Property. Upon completion of any such work, Tenant shall
promptly deliver "as-built" plans to Landlord.

                                    ARTICLE VIII

          DAMAGE, DESTRUCTION OR CONDEMNATION OF THE LEASED PREMISES

      Section 8.1. Damage or Destruction. (a) If all or any part of the Leased
Premises shall be damaged or destroyed by fire or other casualty insured under
the standard fire insurance policy with approved standard extended coverage
endorsement applicable to the Leased Premises, Landlord shall, except as
otherwise provided herein, repair and/or rebuild the same with reasonable
diligence, but Landlord's obligation hereunder shall be limited to rebuilding
the shell of the Leased Premises. Nothing herein above contained shall impose
upon Landlord any liability or responsibility to repair, rebuild or replace any
property belonging to Tenant. Unless this lease is terminated by Landlord, as
hereinafter provided, Tenant shall repair the Leased Premises and shall
redecorate and refixture the Leased Premises and restock the contents thereof in
a manner and to at least a condition equal to that existing prior to its
destruction or casualty, and the proceeds of all insurance carried by Tenant on
its personal property, decorations, trade fixtures, furnishings, equipment and
contents in the Leased Premises shall be held in trust by Tenant for such
purposes. Tenant agrees to exercise reasonable diligence to reopen for business
in the Leased Premises as soon


                                      -18-
<PAGE>

as practicable unless this lease is terminated by Landlord, as hereinafter
provided.

      (b) Notwithstanding anything else to the contrary contained in this
Section or elsewhere in this lease, Landlord, at its option, may terminate this
lease on thirty (30) days notice to Tenant given within ninety (90) days after
the occurrence of any of the following:

      (i)   The Leased Premises and/or Building shall be damaged or destroyed as
            a result of an occurrence which is not covered by Landlord's
            all-risk insurance; or

      (ii)  The Leased Premises and/or Building shall be damaged or destroyed
            and the cost to repair the same shall amount to more than forty
            (40%) percent of the cost of replacement thereof.

      (c) Except to the extent specifically provided for in this lease, none of
the Minimum Rent and other sums payable by Tenant, nor any of Tenant's other
obligations under any provisions of this lease, shall be affected by any damage
to or destruction of the Leased Premises by any cause whatsoever, and Tenant
hereby specifically waives all other rights it might otherwise have under any
law or statute.

      (d) In the event of any damage or destruction as described in subparagraph
(b) above, which occurs during the last two (2) years of the Term, Tenant shall
have the right to terminate this lease upon thirty (30) days' written notice to
Landlord given within ninety (90) days of such damage or destruction.

      (e) The term "cost of replacement" as used in subparagraph (b) (ii) above
shall be determined by the company or companies selected by Landlord insuring
Landlord against the casualty in question, or if there shall be no insurance,
then as the parties hereto shall agree, or in absence of an insurance company
determination or an agreement, as shall be determined by arbitration in New York
according to the rules and practices of the American Arbitration Association
then in effect.

      (f) Tenant shall give to Landlord and to all mortgagees of record prompt
written notice of any damage to or destruction of any portion of the Leased
Premises resulting from fire or other casualty.


                                      -19-
<PAGE>

      Section 8.2. Condemnation. (a) If the entire Leased Premises shall be
appropriated or taken under the power of eminent domain by any public or
quasi-public authority, or conveyance shall be made in lieu thereof, this lease
shall terminate and expire as of the date of such taking, and the parties shall
thereupon be released from all liability hereunder which accrues after the date
of such taking.

      (b) Anything in this lease to The contrary notwithstanding, in the event
more than forty (40%) percent of the Leased Premises and/or the Property shall
be appropriated or taken, or conveyance made in lieu thereof, Landlord shall
have the right to cancel and terminate this lease as of the date of such taking
upon giving notice to Tenant of such election within thirty (30) days after such
taking. In the event of such cancellation, the parties shall thereupon be
released from any further liability under this lease (except for obligations
existing on the effective date of such termination).

      (c) If a portion of the Leased Premises is taken, or conveyance made in
lieu thereof, and if This lease shall not be terminated as provided in the
preceding paragraph, Then the Minimum Rent shall be ratably apportioned
according to the space so taken, and Landlord shall, at its own expense, restore
the remaining portion of the Leased Premises to a complete architectural unit.
The cost of Landlord's obligation hereunder shall be limited to that portion of
the net proceeds of the condemnation award actually received and retained by
Landlord which are allocable to the Leased Premises.

      (d) All compensation awarded or paid upon such a total or partial taking
of the Leased Premises shall belong to and be the property of Landlord without
any participation by Tenant; provided, however, that Tenant may make a separate
claim to The condemning authority for the unamortized value of its leasehold
improvements.

      (e) In the event more than forty (40%) percent of the Leased Premises
and/or Property shall be appropriated or taken, or conveyance made in lieu
thereof, during the last two (2) years of the Term, Tenant shall have the right
to terminate this lease upon thirty (30) days' written notice after such taking.


                                      -20-
<PAGE>

                                   ARTICLE IX

                                    FINANCING

      Section 9.1. Financing. If any lending institution and/or any bonding
authority with which Landlord or any such bonding authority has negotiated or
may negotiate interim or long term financing for the Property or part thereof
does not approve the credit rating of Tenant, or if such lending institution or
bonding authority shall require change(s) in this lease as a condition of its
approval of this lease for such financing; and if within fifteen (15) days after
notice from Landlord if Tenant fails or refuses to execute with Landlord the
amendment or amendments to this lease accomplishing the change(s) which are
stated by Landlord to be needed in connection with approval of this lease for
purposes of such financing Landlord shall have the right to cancel this lease.
In the event of cancellation by Landlord hereunder, this lease shall be and
become null and void and both parties shall automatically be released as of the
date of Landlord's cancellation notice from any and all liability or obligation
under this lease, except that Landlord shall return the security, if any, made
by Tenant. Notwithstanding anything contained herein to the contrary, Tenant
shall not be required to agree, and Landlord shall not have any right of
cancellation for Tenant's refusal to agree, to any modification of the
provisions of this lease relating to the amount of Minimum Rent reserved, the
size and/or location of the Leased Premises, the duration and/or commencement
date of the Term.

      Section 9.2. Subordination. (a) This lease shall be subject and
subordinate at all times to the lien of any mortgage or other encumbrance now or
hereafter placed on the real property of which the Leased Premises form a part
or any part thereof without the necessity of any further instrument or act on
the part of Tenant to effectuate such subordination, but Tenant covenants and
agrees to execute and deliver upon demand such further instrument or instruments
evidencing such subordination of this lease to any ground lease or the lien of
any such mortgage or other encumbrance as shall be desired by a ground lessor or
a mortgagee, or proposed lessor or mortgagee, or by any person.


      (b) If any mortgagee requires that this lease be prior rather than
subordinate to any such mortgage, Tenant shall, promptly upon request therefor
by Landlord or such mortgagee, and without charge therefor, execute a document
effecting


                                      -21-
<PAGE>

and/or acknowledging such priority, which document shall contain, at the option
of such mortgagee, an attornment obligation to the mortgagee as Landlord in the
event of foreclosure or to any party acquiring title through such mortgagee in
such event.

      (c) Upon request of any mortgagee of record, Tenant shall give prompt
written notice in the manner provided in Section 11.14 of any default of
Landlord hereunder, and Tenant shall allow such mortgagee a reasonable length of
time (in any event, not less than sixty (60) days from the date of such notice)
in which to cure any such default. Any such notice shall be sent to the Mortgage
Loan Department of any such mortgagee at its home office address.

      Section 9.3 Non-Disturbance Protection. Landlord agrees to request and use
its best efforts (without incurring any monetary obligations) to obtain
non-disturbance protection for Tenant from any current or future mortgagee of
the Property.

                                    ARTICLE X

                                DEFAULT BY TENANT

      Section 10.1. Default. Tenant shall be in default hereunder if (i) Tenant
fails to pay when due Minimum Rent and any other sums due under this lease and
such default shall continue for more than fifteen (15) days after written notice
from Landlord to Tenant; or (ii) Tenant fails to observe and perform any of the
other terms, covenants and/or conditions of this lease and such default shall
continue for more than thirty (30) days after written notice from Landlord to
Tenant; or (iii) Tenant fails to pay when due the Minimum Rent and any other sum
payable under this lease three (3) or more times in any period of twelve (12)
consecutive months; or (iv) Tenant transfers its interest in this lease in
violation of the provisions of Section 11.7 hereof; or (v) the interest of
Tenant in the Leased Premises shall be sold under execution or other legal
process; or (vi) any representation or warranty of Tenant contained in this
lease shall prove to be incorrect in any material respect on the date upon which
it was made. If the nature of a default under (ii) above is such that it cannot
reasonably be cured within the aforesaid cure period, and work thereon shall be
commenced within said period and diligently prosecuted to completion, then
Landlord's rights under Section 10.2 shall be abated. The Leased Premises and
all trade fixtures, equipment and inventory therein shall be conclusively


                                      -22-
<PAGE>

deemed abandoned by Tenant upon (a) twenty (20) consecutive days' absence from
the Leased Premises by Tenant or its agents (unless such absence results from
fire or other casualty) together with the failure to pay Minimum Rent, or (b)
removal of all or a substantial portion of Tenant's trade fixtures, equipment or
inventory from the Leased Premises together with a failure to pay Minimum Rent.
In such event and in addition to Landlord's remedies set forth in Section 10.2
Landlord may enter the Leased Premises and may remove all such remaining trade
fixtures, equipment and inventory at Tenant's expense. All such property shall,
at Landlord's option, become the property of Landlord, or said property may be
placed in storage at Tenant's cost and expense, or may be sold or otherwise
disposed of, in which event The proceeds of such sale or other disposition shall
belong to Landlord.

      If at any time there shall be filed by or against Tenant or any successor
tenant then in possession or any guarantor of either under this lease, in any
court pursuant to any statute either of the United States or of any state, a
petition (i) in bankruptcy, (ii) alleging insolvency, (iii) for reorganization,
(iv) for the appointment of a receiver, or (v) for an arrangement under the
Bankruptcy Code, Landlord may terminate Tenant's rights under this lease by
notice in writing to Tenant, and thereupon Tenant shall immediately quit and
surrender the Leased Premises to Landlord, but Tenant shall continue to be
liable for the payment of rent and all other sums due hereunder.

      In the event Landlord may not, for any reason, terminate Tenant's rights
under this lease, and Tenant is in default of any of the terms, covenants or
conditions of this lease, then the Trustee of the debtor may assume this lease
only after he undertakes the following:

      1.    cures any default, or provides adequate assurance that he will
            promptly cure such default;

      2.    compensates, or provides adequate assurance that he will promptly
            compensate Landlord for any actual pecuniary loss resulting from
            such default; and

      3.    provides adequate assurance of future performance.

      Adequate assurance of future performance includes, but is not limited to,
adequate assurance: 1) of the source of rent and other consideration due under
the lease and 2) that assumption or assignment of the lease will not breach


                                      -23-
<PAGE>

substantially any provisions, including, but not limited to, location, use or
exclusivity provisions, in any other lease, financing agreement, or master
agreement relating to the Property.

      To assign the lease, the Trustee must assume the lease in accordance with
the Bankruptcy Code and provide adequate assurance of future performance by the
assignee, and must not be in default of any of the terms hereunder.

      Section 10.2. Landlord's Rights on Default. In the event of any default by
Tenant, Landlord may (1) apply the Security specified in Section 1.1(f), if any,
toward the satisfaction and cure of such a default, and/or (2) re--enter the
Leased Premises and remove all persons and all or any property therefrom, by any
suitable action or proceeding at law, or by force or otherwise, without being
liable for any prosecution therefor or damages therefrom, and repossess and
enjoy the Leased Premises, with all additions, alterations and improvements, and
Landlord may, at its option, repair, alter, remodel and/or change the character
of the Leased Premises as it may deem fit, and/or (3) at any time relet the
Leased Premises or any part or parts thereof, as the agent of Tenant or in
Landlord's own right, and/or (4) terminate this lease upon not less than three
(3) days written notice to Tenant. The exercise by Landlord of any right granted
in this Section shall not relieve Tenant from the obligation to make all rental
payments, and to fulfill all other covenants required by this lease, at the time
and in the manner provided herein, and if Landlord so desires all current and
future rent and other monetary obligations due hereunder less the fair rental
value of the Leased Premises shall become immediately due and payable. Tenant,
throughout the remaining Term hereof, shall pay Landlord, no later than the last
day of each month during the Term, the then current excess, if any, of the sum
of the unpaid rentals and costs to Landlord resulting from such default by
Tenant over the proceeds, if any, received by Landlord from such reletting, if
any, but Landlord shall have no liability to account to Tenant for any excess.
Landlord shall not be required to relet the Leased Premises nor exercise any
other right granted to Landlord hereunder, nor shall Landlord be under any
obligation to minimize Tenant's loss as a result of Tenant's default, except
that Landlord agrees to use reasonable efforts to relet the Leased Premises. If
Landlord attempts to relet the Leased Premises, Landlord shall be the sole judge
as to whether or not a proposed tenant is suitable and acceptable.


                                      -24-
<PAGE>

      In the event of a breach by Tenant of any of the covenants or provisions
hereof, Landlord shall have, in addition to any other remedies which it may
have, the right to invoke any remedy allowed at law or in equity to enforce
Landlord's rights or any of them, as if re--entry and other remedies were not
herein provided for Tenant agrees that no demand for rent and no re--entry for
condition broken and no notice to quit possession or other notices prescribed by
statute shall be necessary to enable Landlord to recover such possession, but
that all right to any such demand and any such re-entry and any notice to quit
possession or other statutory notices or prerequisites are hereby expressly
waived by Tenant.

      Section 10.3. Landlord's Self-Help. In addition to Landlord's rights of
self-help set forth elsewhere in this lease, if Tenant at any time fails to
perform any of its obligations under this lease in a manner satisfactory to
Landlord, Landlord shall have the right but not the obligation, upon giving
Tenant at least five (5) days' prior written notice of its election to do so (in
the event of any emergency no prior notice shall be required) to perform such
obligations on behalf of and for the account of Tenant and to take all such
action to perform such obligations. In such event, Landlord's costs and expenses
incurred therein including, but not limited to, attorneys' fees in instituting,
prosecuting or defending any action or proceeding, shall be paid for by Tenant
as additional rent, forthwith, with Interest (as defined in Section 11.10). The
performance by Landlord of any such obligation shall not constitute a release or
waiver of Tenant therefrom.

      Section 10.4. Non-Waiver Provisions. The failure of either party to
insist upon a strict performance of any of the terms, conditions and covenants
herein shall not be deemed to be a waiver of any rights or remedies that that
party may have and shall not be deemed a waiver of any subsequent breach or
default in the terms, conditions and covenants herein contained except as may be
expressly waived in writing.

      The maintenance of any action or proceeding to recover possession of the
Leased Premises, or any installment or installments of rent or any other moneys
that may be due or become due from Tenant to Landlord, shall not preclude
Landlord from thereafter instituting and maintaining subsequent actions or
proceedings for the recovery of possession of the Leased Premises or of any
other moneys that may be due or become due


                                      -25-
<PAGE>

from Tenant. Any entry or re-entry by Landlord shall not be deemed to absolve or
discharge Tenant from liability hereunder.

      Section 10.5. Landlord's Expenses. If Tenant shall at any time, be in
default hereunder, Tenant will reimburse Landlord for The expenses incurred by
Landlord by reason thereof, including but not limited to brokerage fees, court
costs and reasonable attorney's fees.

                                   ARTICLE XI

                                OTHER PROVISIONS

      Section 11.1. Definition and Liability of Landlord. The term "Landlord" as
used in this lease means only the owner or mortgagee in possession for the time
being of (or the managing agent of any such owner or mortgagee) so that in the
event of the sale of said Property an assignment of this lease, or a demise of
said Property together with any security deposit held therefore, Landlord shall
be and hereby is entirely freed and relieved of all obligations of Landlord
subsequently accruing and with respect to such security deposit. In addition to,
and without limiting the generality of the foregoing, Tenant hereby agrees not
to look to any mortgagee, mortgagee in possession or successor in title to the
property for accountability for any security deposit required by Landlord,
unless said sums have actually been received by said mortgagee as security for
Tenant's performance under the terms of the lease.

      It is specifically understood and agreed that there shall be no personal
liability of Landlord (nor Landlord's agent, if any) in respect to any of the
covenants, conditions or provisions of this lease. In the event of a breach or
default by Landlord of any of its obligations under this lease, Landlord's
liability hereunder shall be limited to Landlord's equity in the Property. In no
event shall Tenant make any claim against or seek to impose any personal
liability upon any principal of any firm or corporation or any general or
limited partner of Landlord that may hereafter be or become the landlord for the
satisfaction of Tenant's remedies, or for the collection of a judgment (or other
judicial process) requiring the payment of money by Landlord in the event of any
default by Landlord hereunder.

      Tenant agrees that its sole remedies in cases where Landlord's
reasonableness in exercising its judgment or


                                      -26-
<PAGE>

withholding its consent or approval is applicable pursuant to a specific
provision of this lease, or any rider or separate agreement relating to this
lease, if any, shall be those in the nature of an injunction, declaratory
judgment, or specific performance, the rights to money damages or other remedies
being hereby specifically waived.

      Section 11.2. Relationship of the Parties. Nothing contained in this lease
shall be deemed or construed as creating the relationship of principal and agent
or of partnership or joint venture between the parties hereof, it being
understood and agreed that neither the method of computing rent nor any other
provisions contained herein nor any acts of the parties hereto shall be deemed
to create any relationship between the parties other than that of Landlord and
Tenant.

      Section 11.3. Security Deposit. In the event Tenant has deposited any
security with Landlord, said sum shall be deposited in an interest--bearing
account, with interest to accrue, less one (1%) percent thereof to be retained
by Landlord as an administrative fee. Landlord may use, apply on Tenant's behalf
or retain during the Term the whole or any part of the security so deposited
(including any interest earned thereon) to the extent required for the payment
of any rent or other sums as to which Tenant may be in default hereunder or for
any sum which Landlord may expend by reason of Tenant's default in respect of
any of the terms of this lease, including but not limited to any deficiency or
damage incurred in reletting the Leased Premises. The covenants in this Section
11.3 are personal covenants between Landlord and Tenant and not covenants
running with the land, and in no event will Landlord's mortgagee(s) or any
purchaser at a foreclosure sale or a sale in lieu of foreclosure be liable to
Tenant for the return of the security deposit. After each application from
Tenant's security deposit, Tenant shall upon demand replenish said deposit to
the amount set forth herein.

      Provided Tenant shall comply with all the terms of this lease, any
remaining security shall be returned to Tenant upon termination of this lease
and after surrender of possession of the Leased Premises to Landlord, together
with any accrued interest (less the administrative fee to be retained by
Landlord, as provided herein). In the event of a sale of the Property or
assignment of this lease by Landlord to any person other than a mortgagee,
Landlord shall have the right to transfer the security to its vendee or
assignee,


                                      -27-
<PAGE>

subject to Tenant's aforesaid rights upon termination, and thereupon Landlord
shall be released from any liability with respect to the return of such security
to Tenant, such vendee or assignee to be solely responsible to Tenant therefor.

      Tenant shall not assign or encumber its interest in the security deposit,
and neither Landlord nor its successors and assigns shall be bound by any
attempted assignment or encumbrance.

      Section 11.4. Indemnity. Tenant agrees to indemnify and save Landlord
harmless from and against any and all claims and demands for, or in connection
with, any accident, injury or damage whatsoever caused to any person or property
arising directly or indirectly, out of the business conducted in or the use
and/or occupancy of the Leased Premises or occurring in or on the Leased
Premises or any part thereof, or arising directly or indirectly, from any act or
omission of Tenant or any concessionaire or subtenant or their respective
licensees, servants, agents, employees or contractors, and from and against any
and all cost, expense and liabilities incurred in connection with any such
claims and/or proceedings brought thereon. The comprehensive general liability
coverage maintained by Tenant pursuant to this lease shall specifically insure
the contractual obligations of Tenant as set forth in this Section and/or as
provided in this lease.

      Section 11.5. Property in Leased Premises. All leasehold improvements,
such as light fixtures and heating and air--conditioning equipment, and other
construction which may be done by Tenant, shall when installed attach to the
freehold and become and remain the property of Landlord. Notwithstanding the
foregoing, all store fixtures or trade fixtures and drapes shall remain the
property of Tenant, subject at all times to Landlord's lien for rent and other
sums which may become due to Landlord under this lease.

      All Tenant's personal property of every kind or description which may at
any time be in the Leased Premises shall be at Tenant's sole risk, or at the
risk of those claiming under Tenant, and Landlord shall not be liable for any
damage to said property or loss suffered by the business or occupation of Tenant
caused by water from any source whatsoever or from the bursting, overflowing or
leaking of sewer or steam pipes or from the heating or plumbing fixtures or from
electric wires or from gas or odors or caused in any manner whatsoever.


                                      -28-
<PAGE>

      Tenant shall pay before delinquency all taxes assessed against Tenant's
fixtures, furnishings, leasehold, improvements, equipment and stock-in-trade
placed in or on the Leased Premises. Any such taxes paid by Landlord shall be
due and payable within ten (10) days after billings therefor are rendered to
Tenant.

      Section 11.6. Damage to Property or Persons. Landlord shall not be liable
for any loss of or damage to property of Tenant or of others located in the
Leased Premises or the Property, by theft or otherwise, nor for any loss or
damage whatsoever to any property which Tenant could remove at the end of the
Term as provided in Section 11.8 hereof. Landlord shall not be liable for any
injury or damage to persons or property or to the interior of the Leased
Premises resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain, ice or snow or leaks from any part of the Leased
Premises or from the pipes, appliances, or plumbing works or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature. Landlord shall not be liable for any such injury or
damage caused by other tenants or any person(s) either in the Leased Premises or
elsewhere on the Property, or by occupants of property adjacent to the Property,
or by the public, or by operations in the construction of any private, public or
quasi-public work. Landlord shall not be responsible for damage or loss of
property of Tenant kept or stored on the Leased Premises, no matter how caused.

      Section 11.7. Assignment or Subletting. (a) Tenant shall not assign its
interest under this lease or sublet all of the Leased Premises, nor shall Tenant
mortgage or hypothecate this lease or Tenant's interest in and to the Leased
Premises (hereinafter collectively referred to as "Transfer"), without the prior
written consent of Landlord. Consent by Landlord to any Transfer shall not
constitute a waiver of the necessity for such consent to any subsequent
Transfer. Any Transfer by Tenant in accordance with this Section shall be only
for the purposes specified in Section 1.1(e) hereof and for no other purpose,
and in no event shall any Transfer release or relieve Tenant from any
obligations of this lease.

      (b) If the Tenant is a corporation (other than one whose shares are
regularly and publicly traded on a recognized stock exchange), any change in the
ownership (legal or equitable) of and/or power to vote fifty (50%) percent or
more of the outstanding capital stock of Tenant, whether such change


                                      -29-
<PAGE>

of ownership is by sale, assignment, bequest, inheritance, operation of law or
otherwise, shall be deemed a Transfer and shall be subject to the provisions of
this Section.

      (c) Notwithstanding anything to the contrary contained in this lease,
Tenant shall have the right to sublet a part (but not all) of the Leased
Premises or to enter into license or concession agreements for part (but not
all) of the Leased Premises with Landlord's prior written consent (which consent
shall not be unreasonably withheld or delayed)

      Section 11.8. Surrender of Premises and Holding Over. At the expiration of
the tenancy hereby created, Tenant shall surrender the Leased Premises in good
condition, reasonable wear and tear excepted, and damage by unavoidable casualty
excepted to the extent that the same is covered by Landlord's all-risk fire
insurance policy, and Tenant shall surrender all keys for the Leased Premises to
Landlord at the place then fixed for the payment of rent and shall inform
Landlord of all combinations on locks, safes and vaults, if any, in the Leased
Premises. Tenant's obligation to observe or perform this covenant shall survive
the expiration or other termination of the Term. If, after notice in writing by
Landlord to deliver possession, Tenant shall default in so surrendering the
Leased Premises, Tenant's occupancy subsequent to such expiration, whether or
not with the consent or acquiescence of Landlord, shall be deemed to be that of
a tenancy at will and in no event from month to month or from year to year, and
it shall be subject to all the terms, covenants, conditions of this lease
applicable thereto, except that Minimum Rent shall be twice the amount payable
in the last year of the Term, and no extension or renewal of this lease shall be
deemed to have occurred by such holding over.

      Prior to the expiration or sooner termination of this lease, Tenant shall
remove any and all trade fixtures, equipment and other unattached items which
Tenant may have installed, stored or left in the Leased Premises or elsewhere on
the Property, including but not limited to counters, shelving, showcases, chairs
and unattached movable machinery purchased or provided by Tenant and which are
susceptible of being moved without damage to the Building. Tenant shall repair
any damage to the Leased Premises caused by its removal of such fixtures and
movables. In the event Tenant does not make such repairs, Tenant shall be liable
for and agrees to pay Landlord's costs and expenses in making such repairs
together with a sum equal to fifteen (15%) percent of such costs and


                                      -30-
<PAGE>

expenses to cover Landlord's overhead in making such repairs for Tenant. Tenant
shall not remove any plumbing or electrical fixtures or equipment, heating or
air-conditioning equipment, floor coverings (including but not limited to wall
to wall carpeting), walls or ceilings, all of which shall be deemed to
constitute a part of the freehold and/or leasehold interest of Landlord, as set
forth above, nor shall Tenant remove any fixtures or machinery that were
furnished or paid for by Landlord (whether initially installed or replaced).
Landlord shall have the right to inspect the Leased Premises within ninety (90)
days prior to the expiration or sooner termination of this lease, and within
fifteen (15) days after receipt of written notice from Landlord, Tenant shall
repair any damage to any of the above-mentioned equipment or to the said floor
coverings, walls or ceilings. In the event Tenant does not repair properly as
required hereunder and to the reasonable satisfaction of Landlord, then Landlord
may make such repairs without liability to Tenant and Tenant shall pay
Landlord's costs for making such repairs upon presentation of a bill therefor,
as additional rent. Said bill shall include Interest (as defined in Section
11.10) from the date such repairs were billed by the contractor(s) making such
repairs. The Leased Premises shall be left in a broom-clean condition. If Tenant
shall fail to remove its trade fixtures or other property as provided in this
Section 11.8, such fixtures and other property not removed by Tenant shall be
deemed abandoned by Tenant and at the option of Landlord shall become the
property of Landlord, or at Landlord's option may be removed by Landlord at
Tenant's expense plus fifteen (15%) percent as hereinabove provided, or placed
in storage at Tenant's expense, or sold or otherwise disposed of, in which event
the proceeds of such sale or other disposition shall belong to Landlord.

      Section 11.9. Liens. Tenant shall discharge any lien filed against the
Property or any part thereof for work done or materials furnished with respect
to the Leased Premises within ten (10) days after it receives notice of the
filing of such lien. If Tenant fails to keep this covenant, in addition to any
other remedies available, to Landlord under this lease or otherwise, Landlord
may at its option discharge such lien, in which event Tenant agrees to pay
Landlord a sum equal to the amount of the lien thus discharged plus Landlord's
internal administrative costs, reasonable attorney's fees, expenses and damages
thereby caused Landlord.

      Section 11.10. Interest. Whenever this lease refers to "Interest" same
shall be computed at a rate equal to the


                                      -31-
<PAGE>

Prime Rate (as hereinafter defined) plus four (4) percentage points. If,
however, payment of interest at such rate Tenant (or by the tenant then in
possession having succeeded to the Tenant's interest in accordance with the
terms of this lease) should be unlawful, that is, violative of usury statutes or
otherwise, then "Interest" shall, as against such party, be computed at the
maximum contract rate payable by such party. Such amounts shall be payable as
additional rent hereunder. "Prime Rate" shall mean the rate being charged at the
time in question by Chase Manhattan Bank of New York, New York for short term
(90 day) unsecured loans made to its preferred customers.

      Section 11.11. Lien of Landlord for Rent, Taxes and Other Sums. Landlord
shall have, and Tenant hereby grants a security interest in any furnishings,
equipment, fixtures, inventory, accounts receivable, or other personal property
of any kind belonging to Tenant, or the equity of Tenant therein, on the Leased
Premises. The security interest is granted for the purpose of securing The
payment of rent, other charges, assessments, penalties and damages herein
covenanted to be paid by Tenant and for the purpose of securing the performance
of all other obligations of Tenant hereunder. Upon Tenant's default or breach of
any covenants of this lease, Landlord shall have all remedies available under
the laws of the State of New York, including but not limited to the right to
take possession of the above mentioned property and dispose of it by public or
private sale in a commercially reasonable manner. Tenant hereby agrees to
execute and deliver from time to time Financing Statements at Landlord's request
for the purpose of serving notice to third parties of the security interest
herein granted. Tenant shall upon demand reimburse Landlord for all filing and
recording fees and taxes incurred in connection with filing and recording such
Financing Statements. The statutory lien for rent is not hereby waived, the
express contractual lien herein granted being in addition and supplementary
thereto.

      Section 11.12. Late Payments. Should Tenant fail to pay when due any
installment of Minimum Rent or any other sum payable to Landlord under the terms
of this lease, then Interest shall accrue from and after the date which is five
(5) days after the date on which such sum shall be due and payable, and such
Interest shall be paid by Tenant to Landlord at the time of payment of the
delinquent sum.

      Section 11.13. Waiver by Tenant. Tenant hereby expressly waives any and
all rights of redemption conferred by


                                      -32-
<PAGE>

statute or otherwise, and, with respect to any litigation arising out of this
lease, and to the extent permitted by law, Tenant waives the right to file any
counterclaims or cross--claims against Landlord other than compulsory
counterclaims or cross-claims.

      Section 11.14. Notices. Whenever notice may or shall be given to either of
the parties by the other, each such notice shall be by registered or certified
mail with return receipt requested, at the respective addresses of the parties
as contained herein or to such other address as either party may from time to
time designate in writing to the other, or, if to Tenant, such notice may also
be mailed in the manner described above, or delivered by hand, at the Leased
Premises. Any notice under this lease delivered by mail shall be deemed to have
been given at the time it is placed in the mails with sufficient postage
prepaid.

      Section 11.15. Broker. The parties represent and warrant to each other
that no broker was involved on its behalf in negotiating or consummating this
lease and each agrees to indemnify and hold the other harmless from and against
any and all claims for brokerage commissions arising out of any communications
or negotiations had by either with any other broker regarding the Leased
Premises and/or the consummation of this lease.

      Section 11.16. Short Form Lease. Tenant agrees not to record this lease
without the express written consent of Landlord, which consent shall not be
unreasonably withheld, and further agrees to execute, acknowledge and deliver at
any time after the date of this lease, at the request of Landlord, a "short form
lease" suitable for recording.

      Section 11.17. Entire and Binding Agreement. This lease contains all of
the agreements between the parties hereto, and it may not be modified in any
manner other than by an agreement in writing signed by all the parties hereto or
their successors in interest. The terms, covenants, and conditions contained
herein shall inure to the benefit of and be binding upon Landlord and Tenant and
their respective successors and assigns, except as may be otherwise expressly
provided in this lease. Tenant acknowledges that neither Landlord nor any broker
has made any representations to or agreements with Tenant which are not
contained in this lease.


                                      -33-
<PAGE>

      Section 11.18. Provisions Severable. If any term or provision of this
lease or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this lease, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this lease shall be valid and be enforced
to the fullest extent permitted by law.

      Section 11.19. Captions. The captions contained herein are for convenience
and reference only and shall not be deemed as part of this lease or construed as
in any manner limiting or amplifying the terms and provisions of this lease to
which they relate.

      Section 11.20. Force Majeure. Each party shall be excused for the period
of any delay in the performance of any obligations hereunder (other than the
non-specifically abated payment of Minimum Rent and all payments of additional
rent due under this lease), when prevented from so doing by cause or causes
beyond that party's control which shall include, without limitation, all labor
disputes, civil commotion, war, war--like operations, invasion, rebellion,
hostilities, military or usurped power, sabotage, governmental regulations or
controls, fire or other casualty, or through acts of God.

      Section 11.21. Warranty of Title and Authority. The persons executing this
lease on behalf of Tenant hereby covenant and warrant that Tenant is a duly
constituted corporation qualified to do business in the state in which the
Property is located; and such persons are duly authorized by the board of
directors of Tenant to execute and deliver this lease on behalf of Tenant.

      Section 11.22. No Jury Trial. Landlord and Tenant hereby mutually waive
their rights to 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, Tenant's use or
occupancy of the Leased Premises, and any claim of injury or damage.

      Section 11.23 Renewal Option. In the event Tenant is not in default under
the terms of this lease, Tenant shall have the right to renew this lease for a
period of five (5) years (the "Renewal Term") upon written notice given to
Landlord not


                                      -34-
<PAGE>

less than six (6) months' prior to the expiration of the original Term. Any such
renewal shall be upon the terms and conditions contained in this lease, except
that Tenant shall have no further right to renew. All references to the "Term"
in this lease shall be deemed to include the Renewal Term where appropriate.

      Section 11.24. Miscellaneous. (a) All payments made by Tenant other than
Minimum Rent, including but not limited to Taxes and Utilities Charges, shall
constitute "additional rent" and Landlord shall have the same remedies for
Tenant's failure to pay additional rent as for failure to pay Minimum Rent.

      (b) This lease shall be governed in all respects by the laws of the State
of New York. Any suit arising out of this lease only shall be brought in the
State or Federal Courts located in the State of New York. In the event of any
such suit, the parties hereto consent to the personal jurisdiction of such
courts and waive any defense based on improper venue.

      (c) Tenant shall not be entitled to exercise any right of termination or
other option granted to it by This lease (if any) at any time when Tenant is in
default in the performance or observance of any of the covenants, terms,
provisions or conditions on its part to be performed or observed under this
lease.

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this lease as
of the day and year first above written, each acknowledging receipt of an
executed copy hereof.


WITNESS:                                     LANDLORD:


___________________________                  /s/ Peter Castellana, Jr.
                                             ---------------------------
                                             Peter Castellana, Jr.


___________________________                  ___________________________
                                             Marie Castellana


ATTEST:                                      TENANT:

                                             Western Beef -- l73rd Street Inc.
                                             By: /s/ Frank Castellana
     
                                             Tenant's Federal Employer
                                             Identification Number:


                                      -35-
<PAGE>

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



      On the day of October , 1992, before me personally came Peter Castellana,
Jr., to me known, to be the individual described in, and who executed, the
foregoing instrument, and acknowledged that he executed the same.

                                PETER R. ADMIRAND
                         Notary Pubic. State of New York
                                  No. 304964094
                           Qualified in Nassau County
                        Commission Expires March 24,1994


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

      On the day of , 1992, before me personally came Marie Castellana, to me
known, to be the individual described in, and who executed, the foregoing
instrument, and acknowledged that she executed the same.

                                                 Notary Public
STATE OF NEW YORK           )
                            ) as.:
COUNTY OF NASSAU            )



      On the 21 day of October, 1992, before me personally came Frank
Castellana, to me known, who, being by me duly sworn, did depose and say that he
resides at 8698 86 St., Brooklyn, NY and that he is the President of Western
Beef--173rd Street Inc., the corporation described in, and which executed the
foregoing instrument; that he knows the seal of the 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.


                                  Notary Public

                                PETER R. ADMIRAND
                        Notary Public. State of New York
                                  No- 304964094
                           Qualified in Nassau County
                        Commission Expires March 24, 1994


                                      -36-