5/5/80 B

--------------------------------------------------------------------------------
                          STANDARD FORM OF STORE LEASE
                     The Real Estate Board of New York, Inc.
--------------------------------------------------------------------------------


AGREEMENT  OF LEASE,  made as of this 19th day of  December  1996,  between  150
Greene Street Corp.,  146-148 Greene  Street,  New York, New York 10012 party of
the first part, hereinafter referred to as OWNER, and Blue Fish Clothing,  Inc.,
P.O. Box 36, #3 Sixth Street,  Frenchtown,  New Jersey 08825 party of the second
part, hereinafter referred to as TENANT,

WITNESSETH:  Owner  hereby  leases to Tenant and Tenant  hereby hires from Owner
ground floor and part of the basement  consisting of approximately  6,500 square
feet of space as shown on the floor plans attached  hereto as Exhibit "A" in the
building known as 148 Greene Street,  New York, New York, a/k/a 150 Green Street
in the Borough of  Manhattan,  City of New York,  for the term of ten (10) years
(or until such term shall  sooner cease and expire as  hereinafter  provided) to
commence on the 1st day of January nineteen hundred and ninety-seven, and to end
on the 31st day of December two thousand and six,  both dates  inclusive,  at an
annual rental rate of - See attached rider,  paragraph R42 - which Tenant agrees
to pay in lawful  money of the  United  States  which  shall be legal  tender in
payment of all debts and dues,  public and private,  at the time of payment,  in
equal monthly installments in advance on the first day of each month during said
term, at the office of Owner or such other place as Owner may designate, without
any set off or  deduction  whatsoever,  except that  Tenant  shall pay the first
monthly installment(s) on the execution hereof (unless this lease be a renewal).
All  payments of rent and  additional  rent shall be made payable to Owner or as
otherwise specified by Owner.

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

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

2.  OCCUPANCY.  Tenant shall use and occupy  demised  premises for Retail store,
wholesale showroom and office for clothing and home furnishing  designer and for
no other purpose. Tenant shall at all times conduct its business in a high grade
and reputable manner,  shall not violate Article 37 hereof,  and shall keep show
windows and signs in a neat and clean condition.

3. ALTERATIONS. Tenant shall make no changes in or to be demised premises of any
nature  without  Owner's  prior  written  consent.  Subject to the prior written
consent  of Owner and to the  provisions  of this  article,  Tenant at  Tenant's
expense,  may make alterations,  installations,  additions or improvements which
are  non-structural  and which do not affect  utility  services or plumbing  and
electrical  lines,  in or to the  interior  of, the  demised  premises  by using
contractors or mechanics  first approved by Owner.  Tenant shall,  before making
any  alterations,  additions,  installations  or  improvements,  at its expense,
obtain all permits,  approvals and certificates  required by any governmental or
quasi-governmental  bodies and (upon completion)  certificates of final approval
thereof and shall deliver promptly duplicates of all such permits, approvals and
certificates  to Owner  and  Tenant  agrees  to carry  and will  cause  Tenant's
contractors and  sub-contractors to carry such workman's  compensation,  general
liability,  personal and property damage insurance as Owner may require.  If any
mechanic's lien is filed against the demised







premises,  or the  building of which the same forms a part,  for work claimed to
have done for, or materials  furnished to, Tenant,  whether or not done pursuant
to this  article,  the same  shall  be  discharged  by  Tenant  within  ten days
thereafter,  at  Tenant's  expense,  by filing  the bond  required  by law.  All
fixtures  and  all  paneling,  partitions,   railings  and  like  installations,
installed in the premises at any time,  either by Tenant or by Owner on Tenant's
behalf, shall, upon installation,  become the property of Owner and shall remain
upon and be surrendered  with the demised  premises  unless Owner,  by notice to
Tenant no later than twenty days prior to the date fixed as the  termination  of
this lease, elects to relinquish Owner's rights thereto and to have them removed
by Tenant,  in which event the same shall be removed from the premises by Tenant
prior to the  expiration  of the lease,  at  Tenant's  expense.  Nothing in this
article shall be construed to give Owner title to or to prevent Tenant's removal
of trade fixtures,  moveable office furniture and equipment, but upon removal of
any such from the  premises  or upon  removal of other  installations  as may be
required by Owner,  Tenant  shall  immediately  and at its  expense,  repair and
restore the premises to the condition  existing prior to installation and repair
any damage to the demised  premises or the  building  due to such  removal.  All
property  permitted  or  required to be removed by Tenant at the end of the term
remaining in the premises after Tenant's  removal shall be deemed  abandoned and
may, at the election of Owner,  either be retained as Owner's property or may be
removed  from the  premises  by  Owner  at  Tenant's  expense.  Alterations  and
additions made by Tenant shall be owned by Tenant for depreciation purposes.

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

5. WINDOW CLEANING.  Tenant will not clean nor require,  permit, suffer or allow
any window in the demised  premises to be cleaned  from the outside in violation
of  Section  202 of the New York  Labor Law or any other  applicable  law or any
other  applicable law or of the Rules of

                                      -2-






the Broad of  Standards  and  Appeals,  or of any other  Board of body having or
asserting jurisdiction.

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

7.  SUBORDINATION.  This  lease is  subject  and  subordinate  to all  ground or
underlying  leases and to all mortgages  which may now or hereafter  affect such
leases or the real  property  of which  demised  premises  are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying  leases and  mortgages.  This clause  shall be  selfoperative  and no
further  instrument  of  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall execute  promptly any certificate that Owner may request within ten
(10) business days.

8. TENANT'S LIABILITY INSURANCE PROPERTY LOSS, DAMAGE,  INDEMNITY.  Owner or its
agent  shall not be liable  for any  damage to  property  of Tenant or of others
entrusted to employees of the  building,  nor for loss or damage to any property
of Tenant by theft or  otherwise,  nor for any  injury of damage to  persons  or
property resulting from any cause of whatsoever nature,  unless caused by or due
to the  negligence of Owner,  its agents,  servants or  employees.  Owner or its
agents will not be liable for any such damage caused by other tenants or persons
in, upon or

                                      -3-






about said  building or caused by  operations  in  construction  of any private,
public or quasi public work.  Tenant agrees,  at Tenant's sole cost and expense,
to maintain  general  public  liability  insurance in standard  form in favor of
Owner and Tenant  against  claims for bodily injury or death or property  damage
occurring in or upon the demised premises, effective from the date Tenant enters
into possession and during the term of this lease. Such insurance shall be in an
amount and with carriers  acceptable to the Owner. Such policy or policies shall
be delivered to the Owner.  On Tenant's  default in obtaining or delivering  any
such policy or policies or failure to pay the charges therefor, Owner may secure
or pay the  charges  for any such  policy or  policies  and charge the Tenant as
additional rent therefor. Tenant shall indemnify and save harmless Owner against
and from all liabilities,  obligations,  damages,  penalties,  claims, costs and
expenses  for  which  Owner  shall not be  reimbursed  by  insurance,  including
reasonable  attorneys fees, paid, suffered or incurred as a result of any breach
by Tenant, Tenant's agent,  contractors,  employees,  invitees, or licensees, of
any covenant on  condition of this lease,  or the  carelessness,  negligence  or
improper conduct of the Tenant.  Tenant's  liability under this lease extends to
the acts and omissions of any  subtenant,  and any agent  contractor,  employee,
invitee  or  licensee  of any  subtenant.  In case any action or  proceeding  is
brought against Owner by reason of any such claim,  Tenant,  upon written notice
from  Owner,  will,  at  Tenant's  expense,  resist  or  defend  such  action or
proceeding  by Counsel  approved by Owner in writing,  such  approval  not to be
unreasonably withheld.

9. DESTRUCTION, FIRE AND OTHER CASUALTY. (a) If the demised premises or any part
thereof shall be damaged by fire or other casualty,  Tenant shall give immediate
notice  thereof to Owner and this lease shall  continue in full force and effect
except as  hereinafter  set forth.  (b) If the demised  premises  are  partially
damaged or rendered  partially  unusable by fire or other casualty,  the damages
thereto  shall be repaired  by and at the  expense of Owner and the rent,  until
such repair shall be substantially completed,  shall be apportioned from the day
following  the casualty  according to the part of the premises  which is usable.
(c) If the demised  premises are totally  damaged or rendered  wholly  usable by
fire or other casualty,  then the rent shall be  proportionately  paid up to the
time of the  casualty  and  thenceforth  shall  cease  until  the date  when the
premises  shall  have been  repaired  and  restored  to  substantially  the same
condition as existed when Owner originally  delivered possession of the Premises
to Tenant by Owner, subject to Owner's right to elect not to restore the same as
hereinafter  provided.  (d) If the demised premises are rendered wholly unusable
for Tenant's use and  business  and the Premises  cannot be restored  within 180
days of the  casualty,  or (whether or not the demised  premises  are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide to
demolish it or to rebuilt it, then,  in any of such events,  Owner or Tenant may
elect to  terminate  this lease by written  notice to the other given  within 90
days after such fire of  casualty  upon the  serving of such  notice the term of
this lease shall  expire as fully and  completely  as if such date were the date
set forth above for the  termination  of this lease and Tenant  shall  forthwith
quit,  surrender and vacate the premises without prejudice  however,  to Owner's
rights and remedies against Tenant under the lease provisions in effect prior to
such  termination,  and any rent  owing  shall  be paid up to such  date and any
payments of rent made by Tenant  which were on account of any period  subsequent
to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as  provided  for herein,  Owner shall make the repairs and  restorations
under the  conditions  of (b) and (c)  hereof,  with all  reasonable  expedition
subject to delays due to

                                      -4-







adjustment  of  insurance  claims,  labor  troubles  and causes  beyond  Owner's
control.   After  any  such  casualty,   Tenant  shall  cooperate  with  Owner's
restoration  by removing from the premises as promptly as  reasonable  possible,
all of Tenant's  salvageable  inventory and movable  equipment,  furniture,  and
other  property.  Tenant's  liability  for rent shall resume five (5) days after
written notice from Owner that the premises are substantially ready for Tenant's
occupancy.  (e) Nothing  contained  hereinabove  or anywhere  else in this Lease
shall relieve  Tenant from  liability  that may exist as a result of damage from
fire or other  casualty.  Notwithstanding  the foregoing,  each party shall look
first to any  insurance in its favor before  making any claim  against the other
party for recovery for loss or damage resulting from fire or other casualty, and
to the extent that such insurance is in force and  collectible and to the extend
permitted by law, Owner and Tenant each hereby  releases and waives all right of
recovery  against the other or any one claiming through or under each of them by
way of  subrogation or otherwise.  The foregoing  release and waiver shall be in
force only if both releasors' insurance policies contain a clause providing that
such a policy can be obtained without additional  premiums.  Tenant acknowledges
that Owner will not carry insurance on Tenant's  furniture and/or furnishings or
any fixtures or equipment,  improvements,  or appurtenances  removable by Tenant
and  agrees  that Owner will not be  obligated  to repair any damage  thereto or
replace the same.  (f) Tenant hereby waives the provisions of Section 227 of the
Real  Property Law and agrees that the  provisions  of this article shall govern
and control in lieu thereof.

10. EMINENT  DOMAIN.  If the whole or any part of the demised  premises shall be
acquired or  condemned  by Eminent  Domain for any public or quasi public use or
purpose,  then  and in that  event,  the  term of this  lease  shall  cease  and
terminate  from the date of title  vesting in such  proceeding  and Tenant shall
have no claim for the value of any unexpired  term of said lease,  except Tenant
may make an  independent  claim to the  condemning  authority  for the  value of
Tenant's moving expenses, personal property, trade fixtures and equipment.

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

12.  ELECTRIC  CURRENT.  Rates and  conditions in respect to submetering or rent
inclusion,  as the case may be,  to be added in RIDER  attached  hereto.  Tenant
covenants  and agrees  that at all times its use of electric  current  shall not
exceed the capacity of existing  feeders to the building or the risers or wiring
installation  and Tenant may not use any electrical  equipment which, in

                                      -5-







Owner's  opinion,  reasonably  exercised,  will overload such  installations  or
interfere  with the use thereof by other tenants of the building.  The change at
any time of the  character  of  electrical  service  shall in no wise make Owner
liable or responsible to Tenant,  for any loss, damages or expenses which Tenant
may sustain.

13. ACCESS TO PREMISES.  Upon reasonable  notice,  Owner or Owner's agents shall
have the right (but shall not be obligated) to enter the demised premises in any
emergency at any time, and, at other  reasonable  times, to examine the same and
to make such repairs,  replacements and improvements as Owner may deem necessary
and reasonably desirable to any portion of the building or which Owner may elect
to perform,  in the  premises,  following  Tenant's  failure to make  repairs or
perform any work which Tenant is obligated to perform  under this lease,  or for
the  purpose  of  complying  with  laws,  regulations  and other  directions  of
governmental  authorities.  Tenant  shall  permit  Owner to use and maintain and
replace pipes and conduits in and through the demised  premises and to erect new
pipes and conduits  therein,  Owner may,  during the progress of any work in the
demised premises,  take all necessary materials and equipment into said premises
without the same  constituting  an eviction  nor shall the Tenant be entitled to
any  abatement  of rent while  such work is in  progress  nor to any  damages by
reason of loss or  interruption  of business or otherwise.  Throughout  the term
hereof Owner shall have the right,  upon notice to Tenant,  to enter the demised
premises at reasonable  hours for the purpose of showing the same to prospective
purchasers or mortgages of the  building,  and during the last six months of the
term for the purpose of showing the same to prospective  tenants and may, during
said six months  period,  place upon the  premises the usual notice "To Let" and
"For  Sale"  which  notices  Tenant  shall  permit  to  remain  thereon  without
molestation.  If during the last month of term Tenant  shall have removed all or
substantially all of Tenant's property  therefrom,  Owner may immediately enter,
alter,  renovate  or  redecorate  the demised  premises  without  limitation  or
abatement of rent,  or incurring  liability to Tenant for any  compensation  and
such act shall have no effect on this lease or Tenant's  obligations  hereunder.
Owner  shall  have the  right at any  time,  without  the same  constituting  an
eviction  and  without  incurring  liability  to Tenant  therefor  to change the
arrangement and/or location of public entrances,  passageways,  doors, doorways,
corridors, elevators, stairs, toilets, or other public parts of the building and
to change the name,  number or  designation  by which the building may be known.
Owner shall  indemnify  Tenant for loss or damage from Owner's  negligence  with
respect to access to the premises.

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

                                      -6-






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

16.  BANKRUPTCY:  (a)  Anything  elsewhere  in this  lease to the  contrary  not
withstanding, this lease may be canceled by Landlord by the sending of a written
notice to Tenant within a reasonable time after the happening of any one or more
of the following  events;  (1) the commencement of a case in bankruptcy or under
the laws of any state naming  Tenant as the debtor Tenant shall not be deemed in
default  if a case  or  proceeding  in  bankruptcy  or  pursuant  to  any  state
debtor/creditor  statute is dismissed  within sixty (60) days of commencement of
such case  proceedings.  or (2),  the making by Tenant of an  assignment  or any
other arrangement for the benefit of creditors under any state statute.  Neither
Tenant nor any person  claiming  through  or under  Tenant,  or by reason of any
statue or order of court,  shall  thereafter  be entitled to  possession  of the
premises  demised but shall  forthwith quit and surrender the premises.  If this
lease shall be assigned in  accordance  with its terms,  the  provision  of this
Article 16 shall be applicable only to the party then owning  Tenant's  interest
in  this  lease.  (b) It is  stipulated  and  agreed  that in the  event  of the
termination  of this  lease  pursuant  to (a)  hereof,  Owner  shall  forthwith,
notwithstanding any other provisions of this lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference  between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and  reasonable  rental value of the demised  premises
for the same period.  In the computation of such damages the difference  between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable  rental value of the demised premises for the period for
which  such  installment  was  payable  shall  be  discounted  to  the  date  of
termination at the rate of four percent (4%) per annum.  If such premises or any
part thereof be re-let by the Owner for the unexpired  term of said leas, or any
part thereof,  before  presentation of proof of such  liquidated  damages to any
court,  commission or tribunal,  the amount of rent reserved upon such relenting
shall be deemed to be the fair and  reasonable  rental value for the part or the
whole of the  premises  so re-let  during  the term of the  re-letting.  Nothing
herein contained shall limit or prejudice the right of the Owner to prove for an
obtain as liquidated  damages by reason of such termination,  an amount equal to
the  maximum  allowed by any  statute or rule of law in effect at the time when,
and governing the proceeding in which, such damages are to be proved, whether or
not such amount be greater,  equal to, or less than the amount of the difference
referenced to above.

17.  DEFAULT:  (1) If Tenant  defaults in fulfilling any of the covenant of this
lease other than the covenants for the payment of rent or additional rent; or of
the  demised  premises  become  vacant  or  deserted;  or if  any  execution  or
attachment shall be issued against Tenant or any of Tenant's property  whereupon
the demise premises shall be taken or occupied by someone other than Tenant;  or
if this  lead be  rejected  under  Section  365 of  Title  II of the  U.S.  Code
(Bankruptcy  Code);  or if Tenant shall fail to move into or take  possession of
the premises within fifteen (15)

                                      -7-






days after the commencement of the term of this lease, of which fact Owner shall
be sole judge.;  then,  if any one or more of such events,  upon Owner serving a
written  twenty  (20) days  notice  upon  Tenant  specifying  the nature of said
default and upon the  expiration of said 20 days, if Tenant shall have failed to
comply with or remedy such default or if the said default or omission complained
of shall be of a nature that the same cannot be complete  cured or remedied with
said 20 days period,  and if Tenant shall not have diligently  commenced  curing
such default with such 20 day period,  and shall not thereafter  with reasonable
diligence and in good faith  proceed to remedy or cure such default,  then Owner
may serve a written  three (3) days  notice of  cancellation  of this lease upon
Tenant,  an upon the expiration of said three (3) days,  this lease and the term
thereunder  shall end and expire as fully and completely as if the expiration of
such three (3) day period were the day herein  definitely  fixed for the end and
expiration  of this lease and the term  thereof  and Tenant  shall then quit and
surrender  the demised  premises to the Owner but Tenant shall remain  liable as
hereinafter provided.

         (2) If the notice provided for in (1) hereof shall have been given, and
the term shall  expire as  aforesaid;  or it Tenant  shall  make  default in the
payment  of the rent  reserved  herein  or any item of  additional  rent  herein
mentioned  or any part of either or in making  any other  payment  required  and
Tenant  fails to cure such  default  within  three (3) days after notice of such
default  from  owner,  then and in any such  events  Owner may  without  notice,
re-enter  the demised  premises  either by force or  otherwise,  and  dispossess
Tenant by summary  proceedings  or  otherwise  and the legal  representative  of
Tenant or other  occupant of demised  premises and remove their effects and hold
the premises as if this lease had not been made,  and Tenant  hereby  waives the
service of notice of intention to re-enter or to institute legal  proceedings to
that end.

18.  REMEDIES OF OWNER AND WAIVER OF  REDEMPTION.  In case of any such  default,
re-entry,  expiration and/or dispossess by summary proceedings or otherwise, (a)
the rent, and additional  rent, shall become due thereupon and be paid up to the
time of such reentry,  dispossess  and/or  expiration.  (b) Owner may re-let the
premises or any part or parts thereof, either in the name of Owner or otherwise,
for a term or terms,  which  may at  Owner's  option be less than or exceed  the
period which would  otherwise have  constituted the balance of the terms on this
lease and may grant concessions or free rent or charge a higher rental than that
in this lease,  and/or (c) Tenant or the legal  representative  of Tenant  shall
also pay Owner as  liquidated  damages  for the failure of Tenant to observe and
perform said Tenant's  covenants herein  contained,  any deficiency  between the
rent hereby reserved and/or covenanted to be paid and the net amount, if any, of
the rents collected on account of the subsequent  lease or leases of the demised
premises for each month of the period which would otherwise have constituted the
balance of the term of this lease.  The failure of Owner to re-let the  premises
or any part or parts thereof shall not release or affect Tenant's  liability for
damages.  In computing such liquidated  damages there shall be added to the said
deficiency such expenses as Owner may incur in connection with re-letting,  such
as legal expenses,  attorneys'  fees,  brokerage,  adverting and for keeping the
demised  premises in good order or for  preparing the same for  re-letting.  Any
such liquidated  damages shall be paid in monthly  installments by Tenant on the
rent day specified in this lease. Owner, in putting the demised premises in good
order or preparing  the same for  re-rental  may, at Owner's  option,  make such
alterations,  repairs, replacements,  and/or decorations in the demised premises
as Owner,  in Owner's sole judgment,  considers  advisable and necessary for the
purpose of re-letting the

                                      -8-






demised  premises,  and the making of such alterations,  repairs,  replacements,
and/or  decorations  shall not operate or be  construed  to release  Tenant from
liability.  Owner shall in no event be liable in any way  whatsoever for failure
to re-let the demised  premises,  or in the event that the demised  premises are
re-let, for failure to collect the rent thereof under such re-letting, and in no
event shall  Tenant be entitled to receive any excess,  if any, of such net rent
collected over the sums payable by Tenant to Owner hereunder.  In the event of a
breach or  threatened  breach by Tenant or any of the  covenants  or  provisions
hereof,  Owner  shall have the right of  injunction  and the right to invoke any
remedy allowed at law or in equity as if re-entry, summary proceedings and other
remedies were not herein  provided for.  Mention in this lease of any particular
remedy,  shall not preclude  Owner from any other  remedy,  in law or in equity.
Tenant hereby  expressly  waives any and all rights of redemption  granted by or
under any present or future laws.

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

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

21. END OF TERM.  Upon the  expiration or other  termination of the term of this
lease,  Tenant  shall quit and  surrender to Owner the demised  premises,  broom
clean,  in good order and condition,  ordinary wear  expected,  and Tenant shall
remove all its property. Tenant's obligation

                                      -9-






to observe or perform  this  covenant  shall  survive  the  expiration  or other
termination  of this  lease.  If the last  day of the term of this  lease or any
renewal  thereof,  falls on  Sunday,  this  lease  shall  expire  at noon on the
preceding Saturday unless it be a legal holiday in which case it shall expire at
noon on the preceding business day.

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

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

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

                                      -10-





any power to accept the keys of said premises  prior to the  termination  of the
lease and the  delivery of keys to any such agent or employee  shall not operate
as a termination of the lease or a surrender of the premises.

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

26.  INABILITY TO PERFORM.  This lease and the  obligation of Tenant to pay rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in no wise be affected, impaired or excused
because Owner is unable to fulfill any of its obligations under this lease or to
supply or is delayed in  supplying  any service  expressly  or  impliedly  to be
supplied or is unable to make,  or is delayed in making any  repair,  additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment  or fixtures if Owner is  prevented or delayed from so doing by reason
of strike or labor troubles, government preemption in connection with a National
Emergency or by reason of any rule,  order or  regulation  of any  department or
subdivision  thereof of any government  agency or by reason of the conditions of
the supply and demand which have been or are affected by war or other emergency,
or when, in the judgment of Owner,  temporary  interruption  of such services is
necessary  by reason of  accident,  mechanical  breakdown,  or to make  repairs,
alterations or improvements.

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

28. WATER CHARGES. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary lavatory  purposes (of which fact Tenant  constitutes Owner
to be the sole  judge)  Owner may  install a water  meter and  thereby  measures
Tenant's water consumption for all purposes. Tenant shall pay Owner for the cost
of the  meter  and the  cost of the  installation  thereof  and  throughout  the
duration of Tenant's  occupancy  Tenant  shall keep said meter and  installation
equipment  in good  working  order and repair at Tenant's  own cost and expense.
Tenant  agrees to

                                      -11-






pay for water  consumed,  as shown on said meter as and when bills are rendered.
Tenant  covenants  and  agrees to pay the sewer  rent,  charge or any other tax,
rent, levy or charge which now or hereafter is assessed,  imposed or a lien upon
the demised premises or the realty of which they are part pursuant to law, order
or  regulation  made  or  issued  in  connection  with  the  use,   consumption,
maintenance or supply of water,  water system or sewage or sewage  connection or
system.  The bill  rendered  by Owner  shall be payable by Tenant as  additional
rent.  Independently of and in addition to any of the remedies reserved to Owner
hereinabove or elsewhere in this lease, Owner may sue for and collect any monies
to be paid  by  Tenant  or paid by  Owner  for any of the  reasons  or  purposes
hereinabove set forth.

See Attached Rider, Paragraph 49

29.   SPRINKLERS.   Anything   else  where  in  this   lease  to  the   contrary
notwithstanding,  if the New York Board of Fire  Underwriters  or the  Insurance
Services Office or any bureau,  department or official of the federal,  state or
city government  require or recommend the  installation of a sprinkler system by
reason of Tenant's business,  or the location of partitions,  trade fixtures, or
other  contents of the demised  premises,  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.

30.  HEAT,  CLEANING.  As long as  Tenant  is not in  default  under  any of the
covenants  of this lease,  Owner  shall,  if and insofar as existing  facilities
permit  furnish  heat to the demised  premises,  when and as required by law, on
every day from 10:00 a.m. to 8:00 p.m.  Tenant shall at Tenant's  expense,  keep
demised  premises  clean  and in order,  to the  satisfaction  to Owner,  and if
demised premises are situated on the street floor, Tenant shall, at Tenant's own
expense,  make all repairs and  replacements to the sidewalks and curbs adjacent
thereto,  and keep said  sidewalks  and  curbs  free from  snow,  ice,  dirt and
rubbish. Tenant shall pay to Owner the cost of removal of any of Tenant's refuse
and rubbish from the building.  Bills for the same shall be rendered by Owner to
Tenant  at such  times as Owner may  elect  and  shall be due and  payable  when
rendered,  and the amount of such  bills  shall be deemed to be, and be paid as,
additional  rent.  Tenant  shall,  however,  have the  option  of  independently
contracting  for the removal of such rubbish and refuse in the event that Tenant
does not wish to have same done by employees of Owner. Under such circumstances,
however,  the removal of such  refuse and rubbish by others  shall be subject to
such rules and regulations  as, in the judgment of Owner,  are necessary for the
proper operation of the building.

31. SECURITY. Tenant has deposited with Owner the sum of $38,000 as security for
the faithful  performance and observance by Tenant of the terms,  provisions and
conditions  of this  lease;  it is agreed that in the event  Tenant  defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional  rent or any other sum as to
which  Tenant  is in  default  or for any sum which  Owner may  expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants  and  conditions  of this  lease,  including

                                      -12-






but not limited to, and damages or deficiency in the re-letting of the premises,
whether such damages or deficiency  accrued before or after summary  proceedings
or other re-entry by Owner.  In the event that Tenant shall fully and faithfully
comply  with all of the terms,  provisions,  covenants  and  conditions  of this
lease, the security shall be returned to Tenant within sixty (60) days after the
date fixed as the end of the Lease and after  delivery of entire  possession  of
the demised  premises to Owner.  In the event of a sale of the land and building
or leasing of the building,  of which the demised  premises  form a part,  Owner
shall have the right to transfer  the security to the vendee or lessee and Owner
shall  thereupon  be released by Tenant  from all  liability  for return of such
security,  and Tenant  agrees to look to the new Owner  solely for the return of
said security;  and it is agreed that the provisions hereof shall apply to every
transfer  or  assignment  made of the  security to a new Owner.  Tenant  further
covenants  that it will not assign or  encumber or attempt to assign or encumber
the  monies  deposited  herein  as  security  and  that  neither  Owner  nor its
successors or assigns shall be bound by such assignment,  encumbrance, attempted
assignment or attempted encumbrance.

See Attached Rider, Paragraph 43

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

33. DEFINITIONS. The term "Owner" as used in this lease means only the Owner, or
the mortgagee in possession, for the time being of the land and building (or the
Owner of a lease of the  building  or of the land  and  building)  of which  the
demised  premises form a part, so that in the event of any sale or sales of said
land and building or of said lease, or in the event of a lease of said building,
or of the land and  building,  the said Owner  shall be and  hereby is  entirely
freed and relieved of all covenants and obligations of Owner  hereunder,  and it
shall be deemed and construed  without further  agreement between the parties of
their successors in interest,  or between the parties and the purchaser,  at any
such sale, or the said lessee of the building, or of the land and building, that
the  purchaser or the lessee of the building has assumed and agreed to carry out
any and all covenants and obligations of Owner  hereunder.  The words "re-enter"
and "re-entry" as used in this lease are not restricted to their technical legal
meaning.  The term "Business days" as used in this lease shall exclude Saturdays
(except  such  portion  thereof as is covered  by  specific  hours in Article 30
hereof),  Sundays and all days designated as holidays by the applicable building
service  union  employees  service  contract  or  by  the  applicable  Operating
Engineers contract with respect to H V A C service.

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

                                      -13-






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

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

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

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

                                      -14-




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

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

Witness for Owner                                 150 GREENE STREET CORP.

                                                  By:
--------------------------                           ---------------------------


Corporate Seal:





Witness for Tenant                                BLUE FISH CLOTHING, INC.

                                                  By:
-------------------------                            ---------------------------


Corporate Seal:


                                      -15-








                                 ACKNOWLEDGMENTS

CORPORATE OWNER
STATE OF NEW YORK,                      SS.:
COUNTY OF _____________

         On  this  ____  day of  __________,  19__  before  me  personally  came
________________  ______________  to me known,  who being duly sworn, did depose
and   say   that   he   resides   ______    _______________________________   in
____________________  that he is the _____________ of the corporation  described
in and which executed the foregoing instrument, as OWNER; that he knows the seal
of said corporation;  that the seal affixed to said instrument is such corporate
seal;  that it was so  affixed  by  order  of the  Board  of  Directors  of said
corporation, and that he signed his name thereto by like order.

                                                     ___________________________



INDIVIDUAL OWNER
STATE OF NEW YORK,                   SS.:
COUNTY OF _____________

         On  this  ____  day of  __________,  19__  before  me  personally  came
________________   ______________   to   me   known   to   be   the   individual
_______________________  described in and who, as OWNER,  executed the foregoing
instrument and acknowledged to me that ______ _______________ he executed same.

                                                     ___________________________


CORPORATE TENANT
STATE OF NEW YORK,                    SS.:
COUNTY OF _____________

         On  this  ____  day of  __________,  19__  before  me  personally  came
________________  ______________  to me known,  who being duly sworn, did depose
and   say   that   he   resides   ______    _______________________________   in
____________________  that he is the _____________ of the corporation  described
in and which  executed the foregoing  instrument,  as TENANT;  that he knows the
seal of said  corporation;  that the seal  affixed  to said  instrument  is such
corporate  seal;  that it was so affixed by order of the Board of  Directors  of
said corporation, and that he signed his name thereto by like order.

                                                    ____________________________


INDIVIDUAL TENANT
STATE OF NEW YORK,                   SS.:
COUNTY OF _____________

         On  this  ____  day of  __________,  19__  before  me  personally  came
________________   ______________   to   me   known   to   be   the   individual
_______________________  described in and who, as OWNER,  executed the foregoing
instrument and acknowledged to me that ______ _______________ he executed same.

                                                    ____________________________



                                      -16-





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

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

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

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

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

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

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

7. Freight, furniture,  business equipment,  merchandise and bulky matter of any
description  shall be delivered  to and removed  from the  premises  only on the
freight  elevators  and through the

                                      -17-





service entrances and corridors,  and only during hours and in a manner approved
by Owner. Owner reserves the right to inspect all freight to be brought into the
building  and to exclude from the  building  all freight  which  violates any of
these Rules and  Regulations  or the lease of which these Rules and  Regulations
are a part.

8. Owner reserves the right to exclude from the building  between the hours of 6
P.M. and 8 A.M. and at all hours on Sundays, and holidays all persons who do not
present a pass to the building signed by the Owner. Owner will furnish passes to
persons  for whom any Tenant  requests  same in writing.  Each  Tenant  shall be
responsible  for all persons for whom he requests  such pass and shall be liable
to Owner for all acts of such person.

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

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

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

                                    GUARANTY

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


                                                       _________________________
                                                       Guarantor


                                      -18-






                  RIDER AGREEMENT TO THE LEASE ("RIDER") DATED
                        DECEMBER 19, 1996 BY AND BETWEEN
                        150 GREENE STREET CORP. ("OWNER")
                     AND BLUE FISH CLOTHING, INC. ("TENANT")

R40.  This Rider is annexed to and part of the printed form lease by and between
150 Greene Street Corp., as Owner, and Blue Fish Clothing,  Inc., as Tenant.  In
the event of any conflict  between the printed  form and this Rider,  this Rider
shall control.

R41.  This Lease and Rider  shall have no force or effect  unless and until both
Tenant and Owner sign it and a duly executed counterpart is delivered to each of
the parties or their respective attorney.

R42. BASE RENT: The Base Rent for the demised premises shall be paid as follows:

                                                                Monthly
              Period                   Annual Rent            Installment
              ------                   -----------            -----------
         1/1/97-12/31/97               $228,000.00             $19,000.00
         1/1/98-12/31/98               $234,840.00             $19,570.00
         1/1/99-12/31/99               $241,885.20             $20,157.10
         1/1/2000-12/31/2000           $249,141.75             $20,761.81
         1/1/2001-12/31/2001           $256,616.00             $21,384.67
         1/1/2002-12/31/2002           $264,314.48             $22,026.20
         1/1/2003-12/31/2003           $272,243.91             $22,686.99
         1/1/2004-12/31/2004           $280,411.23             $23,367.60
         1/1/2005-12/31/2005           $288,823.57             $24,068.63
         1/1/2006-12/31/2006           $297,488.28             $24,790.69


R43.  SECURITY:  Supplementing  and modifying  paragraph 31, Tenant shall at all
times provide Owner with security in an amount equal to two months' Base Rent in
effect at the time. Owner agrees to maintain the security in an interest-bearing
account.  Tenant  shall  sign all  forms  required  by the bank to  deposit  the
security in an interest-bearing account.

R44. RENT  CONCESSION:  Tenant shall receive a rent  concession  totaling  three
months Base Rent as follows: the first month's rental due under this lease shall
be waived.  Beginning  with the second month of the lease term and for 23 months
thereafter, Tenant's Base Rent shall be reduced by $1,583.33.








R45.     ADDITIONAL RENT:

         (a) For the purpose of this  article,  the term "lease year" shall mean
         for subparagraph (b) and (d) the period of twelve (12) months from July
         1st to June  30th and for  subparagraph  (e) shall  mean the  period of
         twelve (12) months  commencing with the term commencement date and each
         successive period of twelve (12) months thereafter during the term. The
         term "base year" as applied to real estates taxes,  shall mean the City
         tax year July 1, 1996 to June 30, 1997 and for fuel oil expenses  shall
         mean the calendar year 1996.

         (b) In the event that the real estate taxes payable with respect to the
         building  and the land on  which it is  located,  (148  Greene  Street,
         sometimes referred to as 150 Greene Street) during any lease year (on a
         pro-rated  basis for the first and last lease  years)  shall be greater
         than the  amount of such  taxes due and  payable  during the base year,
         whether by reason of an increase in either the tax rate or the assessed
         valuation or by reason of the levy, assessment or imposition of any tax
         on real estate as such, not now levied,  assessed or imposed or for any
         other  reason,  Tenant shall pay to Owner within thirty (30) days after
         notice such tax or  installment  thereof  shall be due and payable,  as
         additional  rent for lease  year in which such date  occurs,  an amount
         equal to twenty-one (21%) percent of the difference  between the amount
         of such tax or  installment  and the  corresponding  amount of the base
         year.  The amount of such taxes  actually paid by Owner during the base
         year shall  determine the amount of additional  rent payable under this
         paragraph (b) until,  as the result of a final  determination  in legal
         proceedings or otherwise, the amount of such taxes shall be reduced. In
         the event of such a final  determination,  the  reduced  amount of such
         taxes shall thereafter  determine the amount of additional rent payable
         by  Tenant   pursuant  to  this  paragraph  (b),  the  additional  rent
         theretofore  payable hereunder shall be recomputed on the basis of such
         reduction,  and Tenant shall pay to the Owner  within  thirty (30) days
         after being billed therefor,  any deficiency between the amount or such
         additional  rent as  computed  and the amount due as the result of such
         recomputation.

         (c) If the amount of  additional  rent payable by term  pursuant to the
         foregoing  paragraph (b) shall be affected by any application  filed by
         or on behalf of Owner for a reduction in the assessed  valuation of the
         said building and land or by any proceedings instituted by or on behalf
         of Owner in a court of competent  jurisdiction  for judicial  review of
         said assessed valuation,  Tenant shall pay to Owner, as additional rent
         hereunder twenty-one (21%) percent of the reasonable expense (including
         reasonable  attorney's  and  appraiser's  fees)  incurred  by  Owner in
         connection  with any such  application or proceeding.  If, after Tenant
         shall have made a payment of additional  rent under said  paragraph (b)
         Owner shall receive a refund of any portion of the real estate taxes on
         which  such  payment  shall  have been  based on the result of any such
         application or proceeding,  Owner shall pay to Tenant  twenty-one (21%)
         percent of that refund for the tax year  reviewed to the extent  Tenant
         has made  complete  payment of its pro rata portion  thereof,  less any
         amount owing by Tenant for expenses in connection therewith as provided
         in the  preceding  sentence  provided,  however,  that such  payment to
         Tenant shall not exceed the  additional  rental paid by Tenant for such
         year  pursuant to paragraph (b)






         hereof.  Nothing in this  paragraph  (c)  contained  shall be deemed or
         construed to require  Owner to pay to Tenant any portion or a refund of
         taxes paid by Owner during the base year.

         (d) Tenant  shall pay to Owner  within  thirty (30) days after the date
         when the same shall be payable by Owner and as additional  rent for the
         lease year in which the same shall be so  payable,  an amount  equal to
         twenty-one  (21%) percent of any assessment or installment  thereof for
         public  betterments or  improvements  which may be levied upon the said
         land and building  and which is not  deductible  from any  condemnation
         award,  provided,  however,  in no event shall Tenant pay more than .21
         times the amount of the assessment or  installment  times six (6) years
         divided by the useful  life of the  betterments  as  determined  by the
         Owner for Internal Revenue Service  purposes.  Owner shall take benefit
         of the  provisions  of any  statute or  ordinance  permitting  any such
         assessment  to be paid  over a  period  of time  and  Tenant  shall  be
         obligated to pay only the said  percentage of the  installments  of any
         such  assessment  which shall become due and payable during the term of
         this lease.

         (e) In the event that the gas  expenses  incurred  by Owner  during any
         lease year (on a  pro-rated  basis for the first  lease  year) shall be
         greater than the gas  expenses  incurred by Owner during the base year,
         Tenant will pay to Owner as  additional  rent for the year in question,
         on or before the first day or the month next  succeeding the submission
         of a bill  therefor,  an amount equal to sixteen  (16%)  percent of the
         increase.  Owner,  together with such bill, shall furnish Tenant with a
         summary  schedule  of such gas  expenses  for such  lease year if there
         shall occur therein an increase in gas expenses as aforesaid.

         (f)  Tenant's  obligation  to pay  additional  rent as provided in this
         Lease for the final lease year shall survive the expiration of the term
         of this Lease,  and any additional  rent due for any partial year shall
         be pro rated.

         (g) Notwithstanding the foregoing,  after the rendition by the Owner of
         the  first  bill for real  estate  or gas  escalation  and in each year
         thereafter Tenant shall pay the Owner each month one-twelfth  (1/12) of
         the amount shown due as an estimated  payment on account of anticipated
         escalations  during  the then  current  year.  The Owner  shall  render
         appropriate  statements  of actual  escalation at the end of each lease
         year. If additional money is owed, Tenant shall promptly pay it, but in
         no event less than 5 business days after demand.  Any overpayment shall
         be credited against  estimated  escalation  payments for the succeeding
         lease year  except the last year,  in which case such  credit  shall be
         paid to Tenant within 60 days after determination thereof..

R46.     TIMELY RENT PAYMENT.

         (a) Tenant  recognizes  and agrees  that TIME IS OF THE ESSENCE for the
         payment of all rents and additional rents that are due pursuant to this
         Lease. If Owner fails to receive from Tenant rents or additional  rents
         by the fifth  business  day after such  payments  shall be due,  Tenant
         shall pay to Owner as additional rent upon demand, a late charge of

                                      R-3




         six (6%) percent of the amount of the rents and  additional  rents due.
         Late charges are  cumulative.  This late charge  provision shall not be
         interpreted  in  such a way  that  will  permit  Tenant  to  make  late
         payments.  If payment of the rent or additional rent is not received by
         Owner on or before such fifth business day,  Tenant shall be in default
         under  this Lease and shall be  subject  to the  initiation  of summary
         proceedings and any other remedies  available to Owner.  Nothing herein
         shall be deemed as  permission  to delay or suspend  payment of rent or
         additional  rent or limit,  in any way,  the Owner's  remedies.  In the
         event  that  Tenant  gives to the  Owner a check  for rent or for other
         payment due under this Lease and said check is  dishonored or otherwise
         not paid by the bank upon which it is drawn,  Tenant shall pay to Owner
         a service  charge of $200.00 for each such check that is not paid or is
         otherwise not honored.

         (b) The word "rent" shall include the monies  specifically  reserved as
         rent,  additional  rent, other taxes and liens,  late charges,  service
         charges,  all costs and expenses and damages which the Owner may suffer
         or incur by reason of any  default of the Tenant or failure on Tenant's
         part to comply with the  covenants,  terms or conditions of this Lease,
         and all other sums of money  which by virtue of this Lease shall at any
         time or times  become due and owing by Tenant to Owner,  whether by way
         of rent, additional rent, or otherwise.

         (c)  The  receipt  by the  Owner  of  any  installment  of the  regular
         stipulated rent hereunder or any of said additional rent shall not be a
         waiver of any other additional rent then due.

         (d) No payment by Tenant or  receipt by Owner of a lesser  amount  than
         the base monthly rent and any and all  additional  rent due and payable
         pursuant to this lease,  shall be deemed to be other than on account of
         the earliest stipulated rent, nor shall any endorsement or statement on
         any check or any  letter  accompanying  any check or payment as rent be
         deemed an accord and  satisfaction,  and Owner may accept such check or
         payment  without  prejudice to Owner's  right to recover the balance of
         such  rent or  pursue  any  other  remedy  provided  in this  lease  or
         otherwise.

         (e)  Acceptance  by  Owner  of a check  or  checks  in  payment  of any
         installment of rent made by any person or corporation other than Tenant
         shall not be deemed an acceptance of such person,  corporation or other
         entity as Tenant nor as a consent or  acquiescence  to an assignment of
         this lease or  subletting  of the premises nor construed as a waiver by
         the Owner.

         (f) In addition to all of the Owner's other rights and remedies, if and
         so long as Tenant  shall,  at any time, be in default in the payment to
         Owner of two months or more of the Annual  Base Rent,  Owner shall have
         the right to enter the Premises at reasonable  hours for the purpose of
         showing the same to prospective tenants and may place upon the Premises
         the usual "To Let" and "For Sale" which notices  Tenant shall permit to
         remain without molestation.

R47. HOLDING OVER.  Tenant acknowledges that possession of the demised  premises
must be surrendered at the expiration or sooner  termination of the term of this
Lease.  Tenant agrees to

                                      R-5





indemnify and hold the Owner harmless against any and all costs, claims, loss or
liability resulting from delay by Tenant in so surrendering the demised premises
including, without limitation, any claims made by any succeeding Tenant found on
such delay.  The parties  recognize and agree that the damage to Owner resulting
from any  failure  by  Tenant  timely to  surrender  possession  of the  demised
premises as aforesaid will be extremely  substantial,  will exceed the amount of
monthly rent  theretofore  payable  hereunder and will be impossible of accurate
measurement.  Tenant therefore agrees that if possession of the demised premises
is not  surrendered  to  Owner  within  seven  (7)  days  after  the date of the
expiration or sooner  termination of this Lease, then Tenant agrees to pay Owner
as  liquidated  damages for each month and for each  portion of any month during
which Tenant holds over in the premises  after the  expiration or termination of
this Lease,  a sum equal to two and  one-half  (2.5) times the average  rent and
additional rent which was payable per month under this Lease during the last six
(6) months of the term thereof as well as reasonable  costs and attorneys'  fees
incurred  due to Tenant's  failure to timely  vacate the demised  premises.  The
aforesaid  provisions  of this article  shall  survive the  expiration or sooner
termination of the term of this Lease.

R48. Notwithstanding anything to the contrary provided in this Lease, regardless
of the nature or ground of any  summary  proceeding  brought by Owner to recover
possession of the demised  premises,  Tenant will not interpose any counterclaim
of whatever nature or description in any such proceeding  except that Tenant may
interpose statutory, mandatory counterclaims.  Nothing herein shall be deemed to
prohibit  Tenant from bringing a separate action against Owner on account of any
claim which Tenant may have against Owner, provided, however, that Tenant agrees
that  Tenant,  in the  prosecution  of any such  claim  shall  make no motion or
otherwise  request  any Court in which such claim is sought to be  asserted,  to
join any such claim and any proceeding instituted by Owner to recover possession
of the demised  premises in any such trial, or make any motion or otherwise seek
to have any such  proceeding  instituted  by Owner and any action or  proceeding
commenced  by Tenant by reason of such claim of Tenant tried  simultaneously  in
any court.

R49. Prior to installing new or additional air conditioning unit or units in the
premises,  the Tenant shall first obtain the written consent of the Owner, which
Owner agrees to not unreasonably  withhold or delay, both parties  acknowledging
the landmark  status of the building.  Tenant  understands  that the building in
which the  premises  is located  (148 Greene  Street) and 146 Greene  Street are
occupied by residential shareholders and occupants.  Tenant shall not create any
noise  which  interferes  with  the  quiet  enjoyment  of the  shareholders  and
occupants  of 150  Greene  Street  Corp.  nor  produce  any odors or light  that
negatively effect said shareholders or occupants. Any air-conditioning equipment
installed  by Tenant  must be located,  installed  and  maintained  so as not to
create any noise,  heat or vibrations that interfere with any  shareholder's  or
occupant's  use or  enjoyment  of their  Unit.  Notwithstanding  anything to the
contrary provided in the Lease, Tenant shall pay directly to Consolidated Edison
for all electrical current consumed in the operation thereof.  In the event such
unit or units utilize circulating water, they shall be equipped with an approved
water conserving  device and in connection  therewith,  Tenant shall install and
maintain in good working order, at its own cost and expense, a water meter which
shall meter all make-up water used in such air conditioning  equipment and shall
pay for such water as per meter reading and in addition thereto, sewerage or any
other  charge,  tax or levy

                                      R-5






which now or  hereafter  is imposed by the City of New York in  connection  with
said use of water. Any charge for water consumed as herein provided, shall be in
addition to any other such charges as may be  specified  elsewhere in this Lease
and shall be deemed to be additional rent and payable as such.


R50.  IMPROVEMENTS  AND  ALTERATIONS.  With  reference to alterations to be made
pursuant to Paragraph Third hereof, Tenant agrees to use licensed electrical and
plumbing contractors.

         (a) Tenant shall obtain  Owner's  prior  written  consent before making
         non-structural alterations, and to other minor installations, additions
         or improvements  which Owner shall not unreasonably  withhold or delay.
         Owner shall not  unreasonably  withhold  its  consent to  nonstructural
         Tenant  Alterations which do not impair the functioning of any Building
         equipment,  violate any legal  requirements or insurance  requirements,
         impair the  character,  appearance,  usefulness or  rentability  of the
         Building or any part  thereof,  temporarily  or  permanently  weaken or
         impair the structure or lessen the value or size of the Premises or the
         Building outside of the Premises.

         (b) Tenant shall obtain  Owner's prior  written  consent  before making
         structural alterations and/or installations,  additions or improvements
         not of a minor  nature  ("structural  alterations").  The denial by the
         Owner of consent to  structural  alterations  shall not be deemed to be
         unreasonable.  Tenant,  at its own cost and  expense,  shall  submit to
         Owner  for   approval,   plans  and   specifications   regarding   such
         alterations,  and Tenant shall not process any plans for the Department
         of Building's approval until Owner approves them. If Owner consents, in
         writing, to said structural alterations, Owner agrees to cooperate with
         Tenant on the  signing  of  necessary  forms and  applications  for the
         Department of Buildings or similar agency.

         (c) Tenant agrees to and hereby does indemnify and save harmless  Owner
         against  and from all  liabilities,  obligations,  damages,  penalties,
         claims,  costs,  charges and  expenses  which may be imposed  upon,  or
         incurred by or asserted against the Owner,  resulting from or by reason
         of,  the  making  of  any  installations,  additions,  improvements  or
         alterations by Tenant. In the event any action or proceeding is brought
         against  the Owner by  reason of any such  claim,  Owner  shall  notify
         Tenant  thereof in writing,  and Tenant  shall,  upon  Owner's  demand,
         resist or  defend  such  action in the name of Owner at the  reasonable
         cost and expense of Tenant with counsel of Owner's choice.

         (d) Tenant  shall  cause  each  contractor employed  by Tenant to carry
         contractor's  liability  coverage  in limits of at least  $1,000,000.00
         which limits shall include  completed  operations for a one-year period
         and, in addition,  shall carry  statutory  workmen's  compensation  and
         coverage.

         (e) The Owner shall not be liable for any labor or materials  furnished
         or to be furnished to Tenant on credit, and no mechanic's or other lien
         for any such labor or  materials  shall attach to, or affect the estate
         or interest of the Owner in and to the Leased

                                      R-6





         Premises.  Whenever any  mechanic's  lien shall have been filed against
         the Leased  Premises based upon any act or interest of the Tenant or of
         anyone claiming through the Tenant, or if any security  agreement shall
         have been filed for or affecting any materials,  machinery, or fixtures
         used in the Tenant's alterations, the construction, repair or operation
         thereof or annexed thereto by the Tenant,  the Tenant shall immediately
         take such  action by  bonding,  deposit,  or payment as will remove the
         lien or security  agreement.  If Tenant has not removed the lien within
         thirty  (30) days  after  notice to the  Tenant,  the Owner may pay the
         amount of such mechanic's  lien or security  agreement or discharge the
         same by  deposit,  and the amounts  paid or  deposited,  with  interest
         thereon, shall be deemed additional rent reserved under this Lease, and
         shall be payable  forthwith  with  interest  at the rate of two percent
         (2%) in excess of the then prime rate of Citibank,  N.A., from the date
         of such advance, and with the same remedies to the Owner as in the case
         of default in the payment of rent as in this Lease provided.

         (f)      (i) Tenant, at its own cost and expense, shall obtain Building
         Department and other  governmental  agency permits that may be required
         for any of Tenant's Alterations.

                  (ii) Tenant shall not commence alterations or demolition until
         delivery to the Owner of written permit from the Building Department or
         other such governmental  agency permits as may be required for Tenant's
         alterations.

         (g) All alterations, replacements, additions or improvements (including
         air   conditioning   equipment   and   ducts,   plumbing,    electrical
         installations, meter and gauges, paneling, partitions, railings and the
         like), except movable fixtures,  shall become the property of the Owner
         except  that Owner may elect to demand the removal of any or all of the
         improvements  by Tenant  upon no less than  thirty  (30)  days'  notice
         before the end of the term of this Lease,  in which event  Tenant shall
         remove them before the last day of the term of the Lease. Any removable
         fixtures  remaining after the Tenant has vacated become the property of
         the Owner.

         (h) All work  performed  by Tenant shall be done in a manner which will
         not  unreasonably  interfere with or disturb other Tenants or occupants
         of the building.  Such work shall only be performed during the hours of
         8:00 a.m. to 6:00 p. m. Monday through Friday and 9:00 a. m. to 5:00 p.
         m. Saturday.

         (i) Notwithstanding anything heretofore set forth, Tenant covenants and
         agrees at or  before  the end of the term of this  Lease to repair  all
         injury done by the  installation  or removal of furniture,  fixtures or
         property and at the  expiration  of the demised  term, or at the sooner
         termination  thereof,  to  surrender  and  yield up to  Owner  the said
         premises and improvements with the appurtenances erected thereon or any
         part  thereof  in good  order  and  condition,  ordinary  wear and tear
         excepted;  and in no event shall Tenant make any charge to or claim for
         compensation,  or otherwise,  from Owner  notwithstanding that any such
         improvements or appurtenances  shall have been constructed,  erected or
         installed by Tenant.

                                      R-7





         (j) Upon demand,  Tenant shall pay all of Owner's costs relating to the
         consideration, approval, performance, supervision and final approval by
         the City or any governmental agency of Tenant's Alterations  including,
         without limitation,  the fees of the Owner's  Professionals,  including
         Owner's  architect,  engineer and attorney.  Prior to  consideration of
         Tenant's Alterations,  Owner, at Owner's option, may demand that Tenant
         place in  escrow  with  Owner's  attorney  sufficient  monies to assure
         payment of Owner's expenses. All Alterations must be performed at times
         and in a manner  satisfactory to Owner, in its discretion,  at Tenant's
         sole cost and  expense,  in a safe,  careful  and  first-class  manner,
         without  injury to the Premises or the Building,  expeditiously,  using
         new first class  materials  and in compliance  with  approved  Tenant's
         Plans and all legal or  insurance  requirements  without  creating  any
         labor  dispute with other  workers in the Building and without  causing
         any lien. Tenant, at its expense, shall immediately correct, to Owner's
         satisfaction,  any  damage  due  to  the  making  of  any  of  Tenant's
         Alterations  and any Tenants  Alterations  that do not comply with this
         Lease.  Tenant shall  provide to Owner,  upon  completion of any Tenant
         Alterations (and for initial Alterations prior to Tenant's occupancy of
         the  Premises)  evidence  of  compliance  with the Legal and  Insurance
         Requirements satisfactory to Owner.

         (k) Subject to the terms and conditions  set forth in this Lease, Owner
         approves  Tenant's  alterations  as set forth in Exhibit  "B"  attached
         hereto and made a part hereof.

R51.  Tenant,  at its own cost and expense,  shall  install and maintain in good
working order three (3) smoke detectors and three (3) fire  extinguishers in the
ground  floor store of the demised  premises and three (3) smoke  detectors  and
three (3) fire  extinguishers  in the  basement.  Tenant shall confer with Owner
regarding  both the smoke  detectors and fire  extinguishers  to be installed as
well as the place and manner of installations.

R52.  SUBLET/ASSIGNMENT.

         (a) Except as specifically set forth in Paragraph 52 hereof, Owner may,
         in  connection  with any proposed  assignment or subletting or any part
         thereof or any mortgage,  pledge or  encumbrance,  withhold its consent
         for any or no reason,  or may  condition  its  consent on such terms as
         Owner may deem appropriate, in its discretion. Tenant shall pay Owner's
         processing fees and professional  fees and  disbursements in connection
         therewith,  on demand.  If Tenant charges or receives any rent or other
         monies from an assignee or subtenant in excess of the amount charged to
         Tenant as set forth in this Lease,  Tenant  shall pay Owner fifty (50%)
         percent of said rent or monies as additional  rent under this Lease. In
         the event  said rent or monies  are not paid to Owner,  Owner  may,  in
         addition to any other remedies Owner has, at its option, terminate this
         Lease and/or collect said rent or monies  directly from the assignee or
         subtenant.

         (b)  Under no  circumstances  shall  Tenant  rent,  sublet or allow the
         demised premises to be used for filming,  photography "shoots," parties
         or openings.

                                      R-8






         (c) Owner shall not unreasonably  withhold its consent to an assignment
         of this lease or to a subletting by Tenant of all of the Premises for a
         term equal to the balance of the Term,  less one day, on the  following
         terms and conditions.

                  (i) At  least  90 days  prior  to any  proposed  assignment or
                  sublease,  Tenant shall submit to Owner a statement containing
                  the name and address of the proposed assignee or subtenant and
                  all of the  principal  terms and  conditions  of the  proposed
                  assignment  or  sublease  including,  but not  limited to, the
                  proposed  commencement  and expiration  dates of the sublease,
                  the nature of the proposed assignee's or subtenant's business,
                  the prior two (2) year  history of the  proposed  assignee  or
                  subtenant and its principals, together with satisfactory proof
                  of  financial   responsibility  and  personal   references  to
                  substantiate  the  required  financial   statements  and  such
                  financial and other information as Owner may request.

                  (ii) Owner shall not be deemed unreasonable in withholding its
                  consent to any sublease or assignment if Owner determines,  in
                  Owner's discretion, that:

                           (1)  the  character,  reputation  or  nature  of  the
                           business of the proposed assignee or subtenant is not
                           in  keeping   with  that  of  the   Building  or  its
                           tenancies;

                           (2) Tenant listed or publicly advertised the Premises
                           for  subletting  or  assignment,  whether  through  a
                           broker or  otherwise,  at a rental  rate that is less
                           than the rent payable hereunder or less than the rent
                           which Owner is offering to lease  comparable space in
                           the Building; but Tenant may negotiate and consummate
                           a sublease  or  assignment  at a lesser  rate of rent
                           insofar as  permitted  under the  provisions  of this
                           Article;

                           (3) the proposed occupancy may impose an extra burden
                           on the Building's systems or Building's services;

                           (4) the  proposed  sublease  fails  to  prohibit  any
                           further assignment or subletting;

                           (5) Tenant is in default  under this Lease  either at
                           the  time  Owner's  consent  to  such  subletting  or
                           assignment is requested or at the commencement of any
                           proposed   sublease   or   effective   date   of  any
                           assignment;

                           (6) Tenant shall fail to reimburse  Owner for Owner's
                           costs  incurred in  connection  with said sublease or
                           assignment,  including,  without limitation,  Owner's
                           professional's fees and disbursements,  investigation
                           as to the  acceptability  of a proposed  subtenant or
                           assignee and the  preparation and review of documents
                           and plans relating to such transaction;

                                      R-9





                           (7) the  proposed  subtenant  or assignee (or related
                           corporation  or other  entity)  is a tenant  of other
                           space in the  Building  or is then  negotiating  with
                           Owner to rent space in the Building;

                           (8) the proposed subtenant or assignee has diplomatic
                           or sovereign immunity or is not subject to service of
                           process  in or to the  jurisdiction  of the courts of
                           New York State;

                           (9) the proposed assignee fails to deliver to Owner a
                           limited personal  guaranty and guaranty of completion
                           executed  by  an   individual   of  a  character  and
                           financial  worth  reasonably   acceptable  to  Owner,
                           guaranteeing  to  Owner  the  performance  of all the
                           terms and  conditions  of this Lease by the  proposed
                           assignee;

                           (10)  the  proposed  subtenant  or  assignee  (or any
                           principal thereof) has been indicted for any crime;

                           (11) the proposed  subtenant or assignee has not been
                           engaged in business for at least two (2) years;

                           (12) the proposed subtenant or assignee does not have
                           a net worth of at least  five (5)  times  the  Annual
                           Base  Rent for the  last  year of the  Term,  or (ii)
                           $200,000.00,  as  set  forth  on its  latest  audited
                           financial  statement  prepared by a certified  public
                           accountant  in  accordance  with  generally  accepted
                           accounting principles; or

                           (13) Tenant fails to deliver to Owner the information
                           and  documents  required by  Paragraph 52 or the form
                           and  substance of the  assignment or sublease and all
                           ancillary  documents  shall not have been approved by
                           Owner.


                  (iii)  Tenant  shall,  at least  thirty (30) days prior to the
                  effective  date  thereof,  deliver  to Owner a fully  executed
                  counterpart  of the  assignment  or sublease and all ancillary
                  documents thereto,  in form and substance  satisfactory to the
                  Owner,  and  in  which,  in the  case  of an  assignment,  the
                  assignee assumes Tenant's obligations under this Lease.

                  (iv) Upon Tenant's  receipt of an offer from a third party for
                  the   purchase  of  any  interest  of  Tenant  in  the  Lease,
                  including,  without limitation, any assignment or sublease (as
                  evidenced  by a writing  executed by the  proposed  purchaser)
                  which  Tenant  shall  give  notice of such  offer to Owner and
                  shall  deliver to Owner,  simultaneously  with the delivery of
                  such notice,  an executed copy of the writing.  Within 60 days
                  after  Owners  receipt  of the  writing,  Owner by  notice  to
                  Tenant,

                                      R-10





                  may elect to purchase the interest  proposed to be conveyed on
                  the same terms and conditions as set forth in the writing.  If
                  Owner fails to notify Tenant of its intention to exercise such
                  right of first refusal, or elects not to purchase the interest
                  proposed to be conveyed,  the proposed sale shall be deemed an
                  assignment  and shall be subject to the  provisions of Article
                  52, including without limitation, obtaining the consent of the
                  Owner,  and if Owner  consents,  may be  consummated  with the
                  proposed  purchaser who executed the writing on the same terms
                  and conditions as was set forth therein.

                  (v) If Owner fails to exercise  any of its options  under this
                  Paragraph  and  Tenants  fails  to  execute  and  deliver  the
                  assignment or sublease to which Owner consented  within ninety
                  (90) days after the giving of such consent, then, Tenant shall
                  again  comply with all the  provisions  of Paragraph 52 before
                  effecting any assignment or sublease.

                  (iv) Upon the  effective  date of each  assignment or sublease
                  which is  consented  to by Owner,  an  additional  one month's
                  security  shall be payable to Owner upon the effective date of
                  any  assignment  or sublease and the number "two" in Paragraph
                  43 shall be  increased  by "one" for each such  assignment  or
                  sublease.

         (d) For  purposes  of  Article  52,  each  modification,  amendment  or
         extension  of any  sublease to which the Owner has  consented  shall be
         deemed an new sublease.

         (e)  Paragraph  11 of the form portion of the Lease shall be amended to
         reflect  that  Owner  shall  in  no  event  consent  to a  sublease  or
         assignment  in which the  proposed  subtenant or assignee is engaged in
         any of the following businesses,  and such refusal to consent shall not
         be deemed unreasonable:

             (i)      Restaurant of any kind;
             (ii)     Bar, tavern, cocktail lounge or "pub" of any kind;
             (iii)    Any store or business involving food, liquor or beverages;
             (iv)     Medical or dental clinic or office;
             (v)      Health club, exercise studio or gym of any kind;
             (vi)     Dance or music school or studio;
             (vii)    Discotheque or supper club;
             (viii)   Theater or cinema;
             (ix)     Sound studio;
             (x)      Rehearsal studio;
             (xi)     Funeral home;
             (xii)    Adult entertainment facility;
             (xiii)   Pet shop or veterinarian's office;
             (xiv)    Martial arts studio or school;
             (xv)     Methadone clinic;
             (xvi)    Dry cleaning or laundry service;
             (xvii)   Bicycle messenger service;
             (xviii)  Motel/Hotel/Hostel or any transient use;


                               R-11





             (xix)    Sweatshop;
             (xx)     Adult bookstore or video shop;
             (xxi)    Liquor store;
             (xxii)   Abortion clinic;
             (xxiii)  Billiard parlor; and
             (xxiv)   Manufacturing of any kind.

R53.  UTILITIES. Owner reserves  the right to stop  service  of the  mechanical,
electric,  sanitary,  plumbing,  utility and other service systems ("services"),
when  necessary,  in the  event  of  accident  or  emergency,  or  for  repairs,
additions, alterations,  replacements, decorations or improvements, which in the
judgment  of the  Owner,  are  desirable  or  necessary  to be made,  until said
repairs,  alterations,  replacements or improvements  shall have been completed.
Owner shall not be liable to Tenant in any way for any claims, damages, costs or
expenses, directly or indirectly incurred, resulting from any use, interruption,
curtailment or failure, or defect in the supply of gas or electric energy and/or
water when  prevented  by  exercising  its right to stop  service or by strikes,
labor troubles or accidents or by any cause  whatsoever  beyond Owner's control,
or by  failure  of any public  utility  or any other  company or the  failure of
independent  contractors to perform or by laws, orders, rules and regulations of
any Federal,  state, county or municipal authority,  or failure of suitable fuel
supply, or inability by exercise of reasonable diligence to obtain suitable fuel
supply or by exercise of reason of government  preemption  in connection  with a
national  emergency or by reasons of the  conditions  of supply and demand which
have  been  or are  affected  by war or  other  emergency  or by  reason  of any
requirement,  act or omission of Owner or others or for any other reason  except
Owner's  gross  negligence.  The exercise of such right or such failure by Owner
shall not constitute an actual or constructive eviction, in whole or in part, or
entitle  Tenant to any  compensation  or any abatement or diminution or rent, or
relieve  Tenant  from any of its  obligations  under this  Lease,  or impose any
liability upon Owner or its agents by reason of inconvenience,  lost business or
annoyance to Tenant, or injury to or interruption of Tenant's business.  Nothing
state  herein to the  contrary,  in the event of  interruption  of  services  to
Tenant,  Owner agrees to give Tenant  reasonable  notice of any  interruption of
services  and to use  diligent  efforts to complete  the  repairs,  alterations,
replacement,  decorations  or  improvements  expeditiously  so  as  to  minimize
interruption of Tenant's business.

R54.     EXTENSION OF TERM.

         (a) Subject to the provisions of this Paragraph 54, Tenant, at Tenant's
         sole option,  shall have the right to extend the term of this lease for
         an additional five years commencing on the day following the expiration
         of the  initial  term of this  Lease  (hereinafter  referred  to as the
         "Commencement  Date  of the  Extension  Term")  and  ending  on the day
         preceding  the  fifth  anniversary  of  the  Commencement  Date  of the
         Extension  Term  (such  additional  term  is  hereinafter   called  the
         "Extension Term" and the last day of such Extension Term is hereinafter
         called the "Extension Expiration Date") provided that:

                  (i) Tenant  shall give Owner  notice  (hereinafter  called the
                  "Extension  Notice") of its election to extend the term of the
                  Lease not later than the day occurring

                                      R-12


                  twelve  (12)  months and not  earlier  than  twenty-four  (24)
                  months  prior  to the  last  day of the  initial  term of this
                  Lease.

                  (ii) Tenant shall not be in default under this lease either as
                  of the time of giving the extension notice or the Commencement
                  Date of the Extension Term.

                  (iii) The Tenant named herein  shall,  as of the  Commencement
                  Date of the  Extension  Term,  be in actual  occupancy  of the
                  Premises.

         (b) Effective as of the  Commencement  Date of the Extension  Term, the
         Base Tax Year shall be the tax year during which the Commencement  Date
         of the Extension Term occurs.

         (c) The fixed  Annual Base Rent  payable by Tenant to Owner  during the
         Extension  Term shall be ninety  (90%) of the fair  market rent for the
         Premises as determined  by the Owner and set forth in a written  notice
         to Tenant,  which  determination  shall be as of the date  (hereinafter
         called the "Determination  Date") occurring twelve (12) months prior to
         the  Commencement  Date of the Extension  Term and which  determination
         shall be made by Owner and given in  writing  to Tenant  within  ninety
         (90) days after the  occurrence of the  Determination  Date,  but in no
         event  shall such fixed  Annual  Base Rent be less than the Annual Base
         Rent with respect to the Premises for the last full year of the initial
         term of the Lease. In addition, the Annual Base Rent payable during the
         Extension Term shall increase no less than three (3%) percent annually.

         (d) Arbitration.

                  (i) In  the  event  Tenant  gives  the  Extension   Notice  in
                  accordance  with the provisions of Paragraph  54(a) hereof and
                  Tenant  disputes the fair market rent as  determined  by Owner
                  pursuant to  Paragraph  54(c)  hereof,  then at any time on or
                  before the date  occurring  thirty (30) days after  Tenant has
                  been notified by Owner of Owner's determination of fair market
                  rent, Tenant may initiate an arbitration  process provided for
                  herein,  by giving  notice to that  effect to the Owner and if
                  Tenant so initiates the arbitration process, such notice shall
                  specify the name and address of the person  designated  to act
                  as an  arbitrator  on its behalf.  If Tenant fails to initiate
                  the arbitration  process as provided above,  time being of the
                  essence,  then Owner's  determination  of the fair market rent
                  shall be conclusive. Within thirty (30) days after the Owner's
                  receipt of notice of the  designation of Tenant's  arbitrator,
                  Owner  shall  give  notice to Tenant  specifying  the name and
                  address of the person  designated  to act as an  arbitrator on
                  its behalf. If Owner fails to notify Tenant of the appointment
                  of its arbitrator within the time above specified, then Tenant
                  shall provide an additional  notice to Owner requiring Owner's
                  appointment  of an  arbitrator  within  twenty (20) days after
                  Owner's  receipt  thereof.  If Owner fails to notify Tenant of
                  the appointment of its arbitrator within the time specified by
                  the second notice,  the  appointment of the second  arbitrator
                  shall be made in the same manner hereinafter  provided for the
                  appointment  of a third  arbitrator  in a case  where  the two
                  arbitrators  appointed

                                      R-13






                  hereunder  and the  parties  are  unable  to agree  upon  such
                  appointment.  The two  arbitrators  shall meet within ten (10)
                  days after the second arbitrator is appointed,  and if, within
                  sixty (60) days after the second arbitrator is appointed,  the
                  two arbitrators  shall not agree upon a  determination  of the
                  fair market rent for the Extension  Term,  they shall together
                  appoint a third arbitrator. In the event of their being unable
                  to agree upon such  appointment  within  sixty (60) days after
                  the appointment of the second arbitrator, the third arbitrator
                  shall be selected by the parties  themselves if they can agree
                  thereon  within a further  period of fifteen (15) days. If the
                  parties do not so agree,  then either party, on behalf of both
                  and on notice to the other,  may request such  appointment  by
                  the  American  Arbitration  Association  (or any  organization
                  successor   thereto)  in   accordance   with  its  rules  then
                  prevailing or if the American Arbitration Association (or such
                  successor  organization)  shall  fail to  appoint  said  third
                  arbitrator  within  fifteen  (15) days after  such  request is
                  made,  then either party may apply on notice to the other,  to
                  the Supreme  Court,  New York  County,  New York (or any other
                  court having jurisdiction and exercising  functions similar to
                  those now exercised by said Court) for the appointment of such
                  third  arbitrator.  The  majority  of  the  arbitrators  shall
                  determine  the  fair  market  rent  of the  Premises  for  the
                  Extension   Term  and   render  a  written   report  of  their
                  determination  to both Owner and Tenant  within  sixty days of
                  the  appointment of the first two arbitrators or sixty days of
                  the  appointment  of  the  third  arbitrator,  if  such  third
                  arbitrator  is  appointed  pursuant  to this  paragraph  54(d)
                  (I)and the fair market rent, so  determined,  shall be applied
                  to  determine  the fixed  Annual  Base  Rent for the  Premises
                  during the Extension Term;  provided  however that in no event
                  shall the fixed Annual Base Rent for the Extension  Term shall
                  be less than 103% the Original Term Escalated Rent.

                  (ii) Each party  shall pay the fees and expenses of the one of
                  the two original arbitrators  appointed by and for such party,
                  and the fees and  expenses  of the  third  arbitrator  and all
                  other  expenses (not including the  attorney's  fees,  witness
                  fees and similar  expenses of the parties which shall be borne
                  separately by each of the parties) of the arbitration shall be
                  borne by the parties equally.

                  (iii) Each of the  arbitrators  selected herein provided shall
                  have at least ten (10) years  experience  in the  leasing  and
                  renting  (as  broker,  agent  or  owner)  of  retail  space in
                  Manhattan.

                  (iv)  In  the  event  the  Tenant   initiates   the  aforesaid
                  arbitration  process  and as of the  Commencement  Date of the
                  Extension Term the amount of the fair market rent has not been
                  determined,  Tenant  shall pay  ninety  (90%)  percent  of the
                  amount  determined by Owner to be the fair market rent for the
                  Premises and when the determination has been actually made, an
                  appropriate  retroactive  adjustment  shall  be made as of the
                  Commencement  Date of the  Extension  Term.  In the event such
                  determination  shall result in an overpayment by Tenant of any
                  fixed  Annual  Base Rent,  such  overpayment  shall be paid by
                  Owner to Tenant promptly after such determination.

                                      R-14





                  (v) Provisions of paragraph 54 (d) (i),  (ii),  (iii) (iv) and
                  (vi) shall be inapplicable  and have no force or effect in the
                  event Owner  notifies  Tenant that the fixed  Annual Base Rent
                  for the Extension  Term shall be the Original  Term  Escalated
                  Rent.

                  (vi) The determination of fair market rent (1) shall take into
                  account the rentals  which could be obtained  with  respect to
                  the  Premises  or  portions   thereof,   consistent  with  the
                  operation  and  maintenance  of the premises as a  first-class
                  commercial  retail space and (2) shall be made without  giving
                  consideration  to the  economic  effect of savings  which will
                  inure to the Owner by reason of the  renewal  of this Lease in
                  contrast  with new or original  tenancies,  such as savings in
                  brokerage commissions, rent concessions,  construction credits
                  or allowances and the like.

         (e) Except as provided in paragraph 54(a) hereof, Tenant's occupancy of
         the Premises  during the Extension  Term shall be on the same terms and
         conditions as were in effect  immediately  prior to the expiration date
         of the initial term of this Lease

         (f) If Tenant  does not timely send the  Extension  Notice  pursuant to
         provisions of paragraph  54(a) hereof,  this paragraph 54 shall have no
         force or effect and shall be deemed deleted from this Lease. Time shall
         be of the essence with respect to the giving of the  Extension  Notice.
         The termination of this Lease during the initial term hereof shall also
         terminate  and  render  void any  option or right on  Tenant's  part to
         extend the term of this Lease  pursuant to this paragraph 54 whether or
         not such option or right shall have theretofore been exercised.

         (g) Except as  otherwise  provided  in  paragraph  54 hereof, if Tenant
         exercises  its right to extend the term of this Lease for the Extension
         Term  pursuant  to this  paragraph  54, the  phrases  "the term of this
         Lease" or "the term  thereof" as used in this Lease shall be  construed
         to  include  the  Extension  Term,  and the  Expiration  Date  shall be
         construed to be the date of the Extension Expiration Date.

         (h) Notwithstanding  anything  contained  in this  paragraph  54 to the
         contrary, the Annual Base Rent payable during each Extension Term shall
         increase  periodically as determined by the arbitrators but in no event
         less that three (3%) percent annually.

         (i) This Lease and all rights of the Tenant  hereunder are and shall be
         subject  and  subordinate  to the  lien  of any and  all  mortgages  or
         consolidated  mortgages  which may now or hereafter  affect the demised
         premises,  or any part  thereof,  of the  demised  premises  and  other
         premises,  and to any and all renewals,  modification,  consolidations,
         replacements  and extensions of any such mortgage or mortgages.  Tenant
         shall  within  ten (10)  day of  demand  at any time or times  execute,
         acknowledge and deliver to Owner, without expense to Owner, any and all
         instruments  that may be necessary or proper to subordinate  this Lease
         and all rights  hereunder to the lien of any such mortgage or mortgages
         and to each such renewal, modification,  consolidation, replacement and

                                      R-15






         extension. If Tenant shall fail at any time to execute, acknowledge and
         deliver  any such  subordinate  instrument,  Owner,  in addition to any
         other  remedies  available to it in consequence  thereof,  may execute,
         acknowledge  and deliver the same as the attorney in fact of Tenant and
         in Tenant's name, place and stead, and Tenant hereby irrevocably makes,
         constitutes  and appoints  Owner,  its  successors  and  assigns,  such
         attorney in fact for that  purpose.  Owner  agrees to request  from any
         subsequent   mortgagee  or  ground  or  underlying  lessors  a  written
         agreement  that the rights to the Tenant shall remain in full force and
         effect  during  the term of the Lease so long as  Tenant  has and shall
         continue to recognize and perform all the  covenants and  conditions of
         the Lease.

R55.  Owner  represents  and  warrants it is the owner of the land and  building
containing the demised  premises and has full power and authority to enter into,
execute and deliver this Lease.

R56. Neither Owner nor its agents have made any representations  with respect to
the leased property including,  but not limited to, the condition of the demised
premises, the condition of the Building in which the demised premises is located
and whether the demised premises may, pursuant to the Zoning Resolution, be used
for the  purposes  set forth in paragraph 2. In the event that the City or other
governmental  agency enforces the Zoning  Resolution or any other law pertaining
to the use and  occupancy of the  Building or of the Premises and Tenant,  after
using best efforts,  is unable to comply with the Zoning Resolution or any other
law  pertaining to the use and occupancy of the Building or the Premises,  then,
in such  event,  either  Tenant or Owner may  terminate  this Lease upon  notice
setting forth a  termination  date which shall be no less than 120 days from the
service  of said  notice and Tenant  shall  vacate on or before the  termination
date.

R57. Owner shall deliver the premises broom clean and in its "as is"  condition,
reasonable wear and tear excepted. Owner agrees to install radiators, as needed,
in the  premises  and to replace the broken  glass panel in the  skylight at the
back of the  Premises  and repair any damage  resulting  from said broken  glass
panel in the skylight.

R58. The Tenant shall look solely to the estate and property of the Owner in the
leased premises for the satisfaction of Tenant's  remedies for the collection of
a  judgment  (or other  judicial  process)  requiring  the  payment  of money by
Landlord in the event of any  default or breach of or by the Owner with  respect
to any of the terms, covenants and conditions of this Lease.

R59. In the event Tenant shall be in  default in the  payment  of rent  reserved
herein, or any item of additional rent herein mentioned, or a part of either, or
in making any other  payment  herein  required  for a total of three (3) months,
whether or not  consecutive,  in any twelve (12) month  period,  and Owner shall
have served upon Tenant a petition and notice of petition to  dispossess  Tenant
by summary proceedings, then, notwithstanding that such defaults have been cured
prior to the entry of a judgment  against  Tenant,  any further  similar default
shall be deemed to be  deliberate  and Owner may serve a written three (3) days'
notice of  cancellation  of this Lease upon Tenant and upon  expiration  of said
three (3) days, this Lease and the term thereunder shall end and expire as fully
and  completely  at the  expiration  of  such  three  (3) day  period  as if the

                                      R-16





expiration of the three-day period was the day herein definitively fixed for the
end and  expiration  of this Lease and the term  thereof,  and Tenant shall then
quit and surrender the demised premises to Owner, but Tenant shall remain liable
as elsewhere provided in this Lease.

R60. With respect to any provision of this Lease, which provides, in effect that
Owner  shall not  unreasonably  withhold  or  unreasonably  delay any consent or
approval,  the Tenant, in no event,  shall be entitled to make, nor shall Tenant
make any claim for, and Tenant hereby waives any claim for money damages.

R61. This Lease shall be deemed to have been made in New York County,  New York,
and shall be construed in accordance with the Laws of the State of New York. All
actions or proceedings  relating,  directly or indirectly to this Lease shall be
litigated only in courts located with the County and State of New York.

R62. Whenever any default, request, action or inaction by Tenant causes Owner to
incur attorney's fees and other costs and expenses,  Tenant agrees that it shall
pay Owner for such fees, costs and expenses within ten (10) days of being billed
therefor,  which shall be deemed  "additional  rent." In the event Tenant is the
prevailing  party in any  legal  action  initiated  by  Owner,  Tenant  shall be
permitted to recoup its reasonable attorney's fees, costs and disbursements from
Owner.

R63.  One or more  waivers of any  covenant or  condition  by Landlord or Tenant
shall not be construed as a waiver of the further breach of the same covenant or
condition, or of any other covenant or condition herein contained.

R64.  Owner shall not be in default  under this Lease in any respect  unless the
Tenant shall have given the Owner  written  notice of the breach by certified or
registered mail,  return receipt  requested,  or by personal delivery and within
twenty (20) days after  notice,  Owner has not cured the breach or if the breach
is such that it cannot reasonably be cured under the circumstances within twenty
(20) days, has not commenced to proceed to cure the breach.

R65. The Tenant  covenants and agrees to obtain and  maintain,  at its sole cost
and expense,  all licenses and permits from the governmental  authorities having
jurisdiction  thereof,  necessary  for the conduct of  Tenant's  business in the
demised premises and, Tenant will comply with all applicable laws,  resolutions,
or governmental  authority having  jurisdiction  over the operation,  occupancy,
maintenance or use of the demised  premises.  The Tenant will indemnify and save
Owner  harmless from and against any claims,  penalty,  loss,  damage or expense
including reasonable attorney's fees of the Owner imposed by reason of violation
of any such applicable law or the rules and regulations of any such governmental
authority having  jurisdiction  thereof pertaining to the proposed use by Tenant
of the demised premises.

R66. Upon reasonable  notice,  Tenant shall permit Owner and/or its designees to
erect,  use maintain and repair pipes,  cables,  conduits,  plumbing,  vents and
wires,  in, to and through the Premises (the "work"),  as and to the extent that
Owner  may  reasonably  now or  hereafter  deem to be  reasonably  necessary  or
reasonably  appropriate for the proper operation and maintenance of

                                      R-17







the Building in which the  Premises are located,  and to comply with any and all
requirements of Law. Owner agrees to use diligent  efforts to complete said work
expeditiously.

R67.  HOURS OF OPERATION:  Tenant may operate its business  between the hours of
10:00 a. m. to 8:00 p. m. with the  understanding  that the demised  premises is
located in a building containing  residential units and that the level of noise,
including but not limited to, the playing of music, and hours of operation shall
not interfere with the residential owners' quiet enjoyment.

R68. BROKER.  Tenant warrants that no broker  introduced Tenant to the Premises,
proposed  the making of the Lease,  or  initiated,  further or  perpetuated  the
negotiations  between the parties hereto other than SINVIN Realty Corp. by Bruce
Sinder and Winick Realty Group by Tricia Rosen and Tenant  indemnifies,  defends
and holds Owner  harmless  from any and all loss,  cost or damage as a result of
the claims of other  brokers  or agents  claiming  to have dealt with  Tenant in
connection  with this Lease.  Owner agrees to indemnify,  defend and hold Tenant
harmless from any and all loss,  cost or damage as a result of the claims of any
broker claiming to have dealt with Owner in connection with this Lease.

R69. ACCESS. Upon reasonable notice,  Tenant shall grant access for the purposes
of  inspection,  repair or replacement of utility  meters,  sprinkler  pumps and
plumbing  located in the  basement  of the  premises.  Owner shall be liable for
Owner's negligence with respect to such access.  Tenant agrees to provide access
to representatives of the utility companies for meter readings and the like.

R70. SIDEWALK HATCH.  Tenant may use the sidewalk hatch adjacent to the premises
for purposes of deliveries.  All deliveries shall take place during the hours of
operation  as set forth in this  Lease,  i.e.  10:00 a. m. to 8:00 p. m.  Tenant
shall closely supervise any deliveries and instruct any delivery vehicle to keep
any vehicle off of the sidewalk.  Tenant will not allow delivery  trucks to idle
in front of the building.  Tenant shall be responsible  for and shall  indemnify
and defend 150 Greene  Street  Corp.  against  any and all loss,  cost or damage
relating to or arising from deliveries made to Tenant or the Premises.


                                     150 GREENE STREET CORP.


                                     By: ______________________________


                                     BLUE FISH CLOTHING, INC.


                                     By: ______________________________




                                      R-18