ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT


          ASSIGNMENT AGREEMENT made this 1st day of August, 1996,
by and between FAST FOOD OPERATORS, INC., a New York corporation
having an office at 42-40 Bell Boulevard, Bayside, New York 11361
(the "Assignor") and ERNESTO GONZALEZ c/o Casa Columbia having an
address at 86-23 Roosevelt Avenue, Jackson Heights, New York 11371
(the "Assignee"). 
                      W I T N E S S E T H :
          WHEREAS, Assignor through mesne assignments, is the
Lessee of Premises 87-26 Roosevelt Avenue, Jackson Heights, New
York (the "Premises"), under and pursuant to the provisions of that
certain Lease Agreement dated September 27, 1983, as it may have
been amended and/or modified, by and between Joseph T. Macari, as
Lessor, and Assignor, as Lessee, relating to the Premises (the
"Lease"), a photocopy of which Lease is annexed hereto and made a
part hereof, as Exhibit 1; and 

          WHEREAS, Lessor, Assignor and Assignee have agreed to the
assignment of the Lease from the Assignor to the Assignee upon the
terms and conditions hereinafter set forth; and

          WHEREAS, Lessor hereby consents to the assignment of the
Lease;
          NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, it is agreed that:

     1.   Assignor hereby assigns and transfers all of its right,
title and interest in and to the Lease to the Assignee and the
Assignee accepts such assignment effective as of August 1, 1996
(the "Effective Date") upon the terms and conditions set forth
herein. 

     2.   Assignee assumes the payment of rent, additional rent,
and all other charges, taxes and liabilities arising from the
provisions of the Lease and the performance of all terms, covenants
and all conditions of the Lease on the part of Lessee therein to be
performed as of the Effective Date and thereafter until the
termination of the Lease and agrees to perform all of the terms,
covenants and conditions of the Lease, all with full force and
effect as if the Assignee had signed the Lease originally as Lessee
named therein as of the commencement date of the Lease. 

     3.   Assignee agrees that it has read the Lease and is fully
familiar with the terms and provisions thereof. 






     4.   Assignee covenants and agrees that it will defend,
indemnify and hold harmless the Assignor of and from any claim,
liability or loss arising from any default by the Assignee in the
payment of the rent, additional rent, taxes and all of the other
charges and the performance of the terms, covenants and conditions
of the Lease on the part of the Lessee or in connection with the
Premises from the Effective Date. 

     5.   Assignor hereby assigns, transfers and conveys to
Assignee all of its right, title and interest in and to the
Security Deposit referred to in the Lease in the sum of Sixty Five
Hundred Fourteen ($6,514.) Dollars.

     6.   Assignee has inspected the Premises and agrees to accept
them "as is" and "where is" condition. 

     7.   Lessor hereby releases and forever discharges Assignor
from any and all liabilities arising from its former tenancy at the
Premises and under or pursuant to the provisions of the Lease and
agrees to look solely to the Assignee for any further or future
liabilities and obligations from and after the Effective Date. 

     8.   Assignor and Assignee each covenant, warrant and
represent to the other that there was no broker instrumental in
consummating this Assignment of Lease and Assumption Agreement and
that no conversations or negotiations were had with any broker
concerning the assignment of the Lease of the Premises.  Assignor
and Assignee agree to defend and hold the other harmless against
any claims for a brokerage commission arising out of this
Assignment of Lease. 
          
     9.   All notices pursuant to this Assignment Agreement shall
be sent by certified mail, return receipt requested to the parties
at the addresses set forth hereinabove. Any party may change the
address to which notices are to be sent by giving notice to the
other party pursuant to this paragraph.  
          
     10.  Assignor covenants and represents to Assignee that the
Lease is valid and existing according to its terms and Assignor has
not received any notice of default from the Landlord.  
          
     11.  All understandings and agreements between the parties
hereto are merged in the Assignment Agreement which alone fully and
completely expresses their agreement. 
          
     12.  This Assignment Agreement shall be binding upon and
operate for the benefit of the parties and their successors and
assigns.  






          IN WITNESS WHEREOF, the parties hereto have signed,
sealed and delivered this Assignment Agreement on the date first
above written. 


Dated:    New York, New York
          August 1, 1996

                                   ASSIGNOR:

                                   FAST FOOD OPERATORS, INC. 


                                   By:  ___________________________ 
                                        LEWIS E. TOPPER, President


                                   ASSIGNEE:

                                   _______________________________
                                        ERNESTO GONZALEZ
           

                                   LESSOR:

                              

                                    _______________________________
                                        JOSEPH T. MACARI