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                          STANDARD FORM OF STORE LEASE         5/5/80 B

                     The Real Estate Board of New York, Inc.
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AGREEMENT OF LEASE, made as of this 10th day of JUNE 1992, between BILL K.
KNRTSONIS party of the first part, hereinafter referred to as OWNER, and MAJOR
AUTOMOTIVE GROUP party of the second part, hereinafter referred to as TENANT.

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner

BLOCK 706 LOTS 36 and 38 in the LOT known as 46-23 NORTHERN BOULEVARD, ASTORIA,
N.Y. 11103 in the Borough of QUEENS, City of New York, for the term of (5) FIVE
YEARS (or until such term shall sooner cease and expire as hereinafter provided)
to commence on the FIRST day of JULY nineteen hundred and NINETY TWO, and to end
on the THIRTIETH day of JUNE nineteen hundred and NINETY SEVEN both dates
inclusive, at an annual rental rate of

SEE ATTACHED RIDER

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

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

Rent         1. Tenant shall pay the rent as above and as hereinafter provided.
Occupancy.   2. Tenant shall use and occupy demised premises for

NEW AND USED CAR SALES; RETAIL AND WHOLESALE

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

Alterations:

3. Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written consent. Subject to the prior written consent of
owner, and to the provisions of this article, Tenant at Tenant's expense, may
make alterations, installations, additions or improvements which are
non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved by Owner. Tenant shall, before making
any alterations, additions, installations or improvements, at its expense,
obtain all permits, approvals and certificates required by any governmental or
quasi-governmental bodies and (upon completion) certificates 
<PAGE>

of final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner and Tenant agrees to carry and will
cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien is filed against the demised premises, or
the building of which the same forms a part, for work claimed to have done for,
or materials furnished to, Tenant, whether or not done pursuant to this article,
the same shall be discharged by Tenant within ten days thereafter, at Tenant's
expense, by filing the bond required by law. All fixtures and all paneling,
partitions, railings and like installations, installed in the premises at any
time, either by Tenant or by Owner in Tenant's behalf, shall, upon installation,
become the property of Owner and shall remain upon and be surrendered with the
demised premises unless Owner, by notice to Tenant no later than twenty days
prior to the date fixed as the termination of this lease, elects to relinquish
Owner's rights thereto and to have them removed by Tenant, in which event, the
same shall be removed from the premises by Tenant prior to the expiration of the
lease, at Tenant's expense. Nothing in this article shall be construed to give
Owner title to or to prevent Tenant's removal of trade fixtures, moveable office
furniture and equipment, but upon removal of any such from the premises or upon
removal of other installations as may be required by Owner, Tenant shall
immediately and at 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.

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

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

notice from Owner, will, at Tenant's expense, resist or defend such action or
proceeding by Counsel approved by Owner in writing, such approval not to be
unreasonably withheld.

Destruction, Fire and Other Casualty:

9. (a) If the demised premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as hereinafter set forth.
(b) If the demised premises are partially damanged or rendered partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of Owner and the rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the part of the premises which is usable. (c) If the demised premises are
totally damaged or rendered wholly unusable by fire or other casualty, then the
rent shall be proportionately paid up to the time of the casualty and
thenceforth shall cease until the date when the premises shall have been
repaired and restored by Owner, subject to Owner's right to elect not to restore
the same as hereinafter provided. (d) If the demised premises are rendered
wholly unusable or (whether or not the demised premises are damaged in whole or
in part) if the building shall be so damaged that owner shall decide to demolish
it or to rebuild it, then, in any xxxxxx Tenant gives, within 90 days after such
fire or casualty specifying a date for the expiration of the lease, which date
shall not be more than 60 days after the giving of such notice, and upon the
date specified in such notice the term of this lease shall expire as fully and
completely as if such date were the date set forth above for the termination of
this lease and Tenant shall forthwith quit, surrender and vacate the premises
without prejudice however, to Owner's rights and remedies against Tenant under
the lease provisions in effect prior to such termination, and any rent owing
shall be paid up to such date and any payments of rent made by Tenant which were
on account of any period subsequent to such date shall be returned to Tenant.
Unless Owner shall serve a termination notice as provided for herein, Owner
shall make the repairs and restorations under the conditions of (b) and (c)
hereof, with all reasonable expedition subject to delays due to adjustment of
insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty, Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as reasonably possible, all of Tenant's salvageable
inventory and movable equipment, furniture, and other property. Tenant's
liability for rent shall resume five (5) days after written notice from Owner
that the premises are substantially ready for Tenant's occupancy, (e) Nothing
contained hereinabove shall relieve Tenant from liability that may exist as a
result of damage from fire or other casualty. Notwithstanding the foregoing,
each party shall look first to any insurance in its favor before making any
claim against the other party for recovery for loss or damage resulting from
fire or other casualty, and to the extent that such insurance is in force and
collectible and to the extent permitted by law, Owner and Tenant each hereby
releases and waives all right of recovery against the other or any one claiming
through or under each of them by way of subrogation or otherwise. The foregoing
release and waiver shall be in force only if both releasors' insurance policies
contain a clause providing that such a release or waiver shall not invalidate
the insurance and also, provided that such a policy can be obtained without
additional premiums. Tenant acknowledges that Owner will not carry insurance on
Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Owner will
not be obligated to repair any damage thereto or replace the same, (f) Tenant
hereby waives the provisions of Section 227 of the Real Property Law and agrees
that the provisions of this article shall govern and control in lieu thereof.

Repairs:

4. owner shall maintain and report 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 
<PAGE>

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-strutural 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.

Window Cleaning:

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

Requirements of Law, Fire Insurance:

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

Subordination:

7. This lease is subject and subordinate to all ground or underlying leases
<PAGE>

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.


Eminent Domain:

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

            11. Tenant, for itself, its heirs, distributees, executors,
adminstrators, 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 thise lease be
assigned, or if the demised premises or any part thereof be underlet or occupied
by anybody other than Tenant, Owner may, after default by Tenant, collect rent
from the assignee, under-tenant or occupant, and apply the net amount collected
to the rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of the covenant, or the acceptance of the
assignee, under-tenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained. The consent by Owner to an assignment or underletting shall not in
any wise be construed to relieve Tenant from obtaining the express consent in
writing of owner to any further assignment or underletting. Electric Current:
(Graphic of Pointing Finger) Rider to be added if necessary

            12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto. Tenant
convenants 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 Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain. 

Access to Premises: 
<PAGE>

            13. Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to any portion of the building of 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 government authorities.
Tenant shall permit owner to use and maintain and replace pipes and conduits in
and through the demised premises and to erect new pipes and conduits therein,
provided they are within the walls. Owner may, during the progress of any work
in the demised premises, take all necessary materials and equipment into said
premises without the same constituting an eviction nor shall the Tenant be
entitled to any abatement of rent while such work is in progress nor to any
damages by reason of loss or interruption of business or otherwise. Throughout
the term hereof Owner shall have the right to enter the demised premises at
reasonable hours for the purpose of showing the same to prospective purchasers
or mortgages of the building, and during the last six months of the term for the
purpose of showing the same to prospective tenants and may, during said six
months period, place upon the premises the usual notice "To Let" and "For Sale"
which notices Tenant shall permit to remain thereon without molestation. If
Tenant is not present to open and permit an entry into the premises, Owner or
Owner's agents may enter the same whenever such entry may be necessary or
permissible by master key or forcibly and provided reasonable care is exercised
to safeguard Tenant's property and such entry shall not render Owner or its
agents liable therefor, nor in any event shall the obligations of Tenant
hereunder be affected. If during the last month of term Tenant shall have
removed all or substantially all of Tenant's property therefrom, Owner may
immediately enter, alter, renovate or redecorate the demised premises without
limitation or abatement of rent, or incurring liability to Tenant for any
compensation and such act shall have no effect on this lease or Tenant's
obligations hereunder. Owner shall have the right at any time, without the same
constituting an eviction and without incurring liability to Tenant therefor to
change the arrangement and/or location of public entrances, passageways, doors,
doorways, corridors, elevators, stairs, toilets, or other public parts of the
building and to change the name, number or designation by which the building may
be known.

Vault, Vault Space, Area:

            14. No vaults, vault space or area, whether or not enclosed or
covered, not within the property line of the building is leased hereunder,
anything contained in or indicated on any sketch, blue print or plan, or
anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the location of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which Tenant may be permitted to use and/or occupy, is to
be used and/or occupied under a revocable license, and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility, Owner shall not be
subject to 
<PAGE>

any liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Any tax, fee, or charge of municipal
authorities for such vault or area shall be paid by Tenant. Occupancy:

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

            16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Landlord by the sending of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any state naming Tenant as the debtor; or (2) the making by
Tenant of an assignment or any other arrangement for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant, or by reason of any statute or order of court, shall thereafter be
entitled to possession of the premises demised but shall forthwith quit and
surrender the premises. If this lease shall be assigned in accordance with its
terms, the provisions of this Article 16 shall be applicable only to the party
then owning Tenant's interest in this lease.

            (b) It is stipulated and agreed that in the event of the termination
of this lease pursuant to (a) hereof. Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demise premises for the same period.
In the computation of such damages the difference between any installments 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
installments was payable shall be discounted to the date of termination at the
rate of four per cent (4%) per annum. If such premises or any part thereof be
re-let by the Owner for the unexpired term of said lease, or any part thereof,
before presentation of proof of such liquidiated damages to any court,
commission or tribunal, the amount of rent reserved upon such reletting shall be
deemed to be the fair and reasonable rental value for the part or the whole of
the premises to re-let during the term of the re-letting. Nothing herein
contained shall limit or prejudice the right of the owner to prove for and
obtain as 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 proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above. Default:

            17. (1) If Tenant defaults in fulfilling any of the covenants of
this lease other than the covenants for the payment of rent or additional rent;
or if the demised premises become vacant or deserted; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant,
or, if this lease be rejected under Section 365 of Title II of the U.S. Code
(Bankruptcy 
<PAGE>

Code); or if Tenant shall fail to move into or take possession of the premises
within fifteen (15) days after the commencement of the term of this lease, of
which fact Owner shall be the sole judge; then, in any one or more of such
events, upon Owner serving a written five (5) days notice upon Tenant specifying
the nature of said default and upon the expiration of said five (5) days, if
Tenant shall have failed to

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

            18. In case of any such default, re-en~try, 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 term of this lease and may grant
concessions or free rent or charge a higher rental than that in this lease,
and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as
liquidated damages or 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 (or each
month of the period which would otherwise have constituted the balance of the
term of this lease. The falure of Owner to re-let the premises or any part or
parts thereof shall not release or affect Tenant,s liability for damages. In
computing such liquidated damages there shall be added to the said deficiency
such expenses as owner may incur in connection with re-letting, such as legal
expenses, attorneys' fees, brokerage, advertising and for keeping the demised
premises in good order or for preparing the same for re-letting. Any such
liquidated damages shall be paid in monthly installments by Tenant on the rent
day specified in this lease. 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 judgement, considers advisable and necessary for the
purpose of re-letting the demised premises, and the making of such alterations,
repairs, replacements, and/or decorations shall not operate or be construed to
release Tenant from liability. 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
<PAGE>

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 waivers any and all rights of
redemption granted by or under any present or future laws. Fees and Expenses:

            19. If Tenant shall default in the observance or performance of any
term or covenant on Tenant's part to be observed or performed under or by virtue
of any of the terms of provisions in any article of this lease, then, unless
otherwise provided elsewhere in this lease, Owner may immediately or at any time
thereafter and without notice perform the obligation of Tenant thereunder, and
if Owner, in connection therewith or in connection with any default by Tenant in
the covenant-to pay rent hereunder, makes any expenditures or incurs any
obligations for the payment of money, including but not limited to attorney's
fees, in instituting, prosecuting or defending any actions or 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. 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 expressly set forth in
the provisions of this lease. Tenant has inspected the building and the demised
premises and is thoroughly acquainted with their condition, and agrees to take
the same "as is" and acknowledges that the taking of possession of the demised
premises by Tenant shall be conclusive evidence that the said premises and the
building of which the same forms 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. End of Term:

            21. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all 

<PAGE>

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

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

            23. If Owner is unable to give possession of the demised premises on
the date of the commencement of the terms 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 way to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for the inability to obtain possession) until after
owner shall have given Tenant written notice that the premises are substantially
ready for Tenant's occupancy. If permission is given to Tenant to enter into the
possession of the demised premises or to occupy premises other than the demised
premises prior to the date specified as the commencement of the term of this
lease. Tenant covenants and agrees that such occupancy shall be deemed to be
under all the terms, covenants, conditions and provisions of this lease, except
as to the covenant to pay rent. The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of Section
223-a of the-New York Real Property Law.

No Waiver:

24. The failure of owner to seek redress for violation of, or to insist upon the
strict performance of any covenant or condition of this lease or of any of the
Rules or Regulations set forth or hereafter adopted by Owner, shall not prevent
a subsequent act which would have originally constituted a violation from having
all the force and effect of an original violation. The receipt by owner of rent
with knowledge of the breach of any covenant of this lease shall not be deemed a
waiver of such breach and no provision of this lease shall be deemed to have
been waived by Owner unless such waiver be in writing signed by Owner. No
payment by Tenant or receipt by Owner of a lesser amount than the monthly rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any_endorsement 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 

<PAGE>

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

Waiver of Trial by Jury:

25. It is mutually agreed by and between Owner and Tenant that the respective
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim, brought by either of the parties hereto against the
other (except for personal injury or property damage) or 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 proceedings.

Inability to Perform:

26. This lease and the obligations of Tenant to pay rent hereunder and perform
all of the other covenants and agreement hereunder on part of Tenant to be
performed shall in no way 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 goverment agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency, or when, in
the judgement of owner, temporary interruption of such services is necessary by
reason of accident, mechanical breakdown, or to make repairs, alterations or
improvements.

Bills and Notices:

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

Water Charges:

28. If Tenant requires, uses or consumes water for any purpose in addition to
ordinary lavatory purposes (of which fact Tenant constitutes Owner to be the
sole judge) Owner may install a water meter and thereby measures Tenant's water
comsumption for all purposes. Tenant shall pay Owner for the cost of the meter
and the cost of the installation thereof and throughout the duration of Tenant's
occupancy Tenant shall keep said meter and installation equipment in good
working order and repair at Tenant's own cost and expense. Tenant agrees to pay
for water consumed, as shown on said meter as and when bills are rendered.
<PAGE>

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 reality 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 payabe by Tenant as additional rent.
If the building or the demised premises or any part thereof be supplied with
water through a meter through which water is also supplied to other premises
Tenant shall pay to owner as additional rent, on the first day of the month, ($
) of the total meter charges, as Tenant's portion. Independently of and in
addition to any of remedies reserved to owner hereinabove or elsewhere in this
lease. Owner may sue for and collect any monies to be paid by Tenant or paid by
Owner for any of the reasons or purposes hereinabove set forth. Sprinklers:

     29. Anything elsewhere in this lease to the contrary notwithstanding, if
the New York Board of Fire Underwriters or the Insurance Services Office or any
bureau, department or official of the federal, state or city government require
or recommend the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reason, or if any such sprinkler system
installations, changes, modifications, alterations, additional sprinkler heads
or other such equipment, become necessary to prevent the imposition of a penalty
or charge against the full allowance for a sprinkler system in the fire
insurance rate set by any said Exchange or by any fire insurance company. Tenant
shall, at Tenant's expense, promptly make such sprinkler system installations,
changes, modifications, alterations, and supply additional sprinkler heads or
other equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to owner as additional rent the sum
of $ .00 on the first day of each month during the term of this lease, as
Tenant's portion of the contract price for sprinkler supervisory service. Heat,
Cleaning:

     30. As long as Tenant is not in default under any of the covenants of this
lease owner shall, if and insofar as existing facilities permit furnish heat to
the demised premises, when and as required by law, on business days from 8:00
a.m. to 6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m. Tenant shall at
Tenant's expense, keep demised premises clean and in order, to the satisfaction
to Owner, and if demised premises are situated on the street floor, Tenant
shall, at Tenant's own expense, make all repairs and replacement 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
<PAGE>

shall be subject to such rules and regulations as, in the judgment of Owner, are
necessary for the present operation of the building. Security:

     31. Tenant has deposited with Owner the sum of $5,050.00 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 but not limited to, any
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 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
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
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Captions:

     32. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease or the
intent of any provision thereof.

Definitions:

     33. The terms "Owner" as used in this ~ease means only the owner of the
mortgagee in possession, for the time being of the land and buildings of 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 future 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 convenants and obligations of Owner hereunder, and it
shall be deemed and construed without further agreement between the parties of
their sucessors 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 of the lease of the building has assumed and agreed to carry out
any and all covenants and obligatons of owner hereunder. The words 'Ire-enter"
and "re-entry" as used in this lease are not restricted in their technical
legislating. The term, "business days" as used in this lease shall exclude
<PAGE>

Saturdays (except such portion thereof as is covered by specific hours in
Article 30 hereof; Sundays and all days designatged as holidays by the
applicable building service union employees service contract or by the
applicable Operating Engineers contract with respect to H V A C service.

Adjacent Excavation--Shoring:

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

Rules and Regulations:

     35. Tenant and Tenant's servants, employees, agents, visitors, and
licensors 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 reasonbleness 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 resonableness of such Rule or Regulation for decision to the New
York office of the American Arbitration Association, whose determination shall
be final and conclusive upon the parties hereto. The right to dispute the
reasonableness of any additional Rule or Regulation upon Tenant's part shall be
deemed waived unless the same shall be asserted by service of a notice, in
writing upon owner within ten (10) days after the giving of notice thereof.
Nothing in this lease contained shall be construed to impose upon Owner any duty
or obligation to enforce the Rules and Regulations or terms, covenants or
conditions in any other lease, as against any other tenant and Owner shall not
be liable to Tenant for violation of the same by any other tenant, its servants,
employees, agents, visitors or licensees.

Glass:

     36. owner shall replace, at the expense of 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. 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
or any sort, or as a "massage parlor." Tenant agrees further that Tenant will
not permit any of these uses by any subleasee or assignee of the premises. This
Article shall directly bind any successions in interest to the Tenant. Tenant
<PAGE>

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
prutient appeal or any objects of instrument that are primarily concerned with
lewed or prutient sexual activity. obscene material is defined here as it is in
Penal law Section 235.00. Estoppel Certificate:

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

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

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

      Space to be filled in or deleted

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

      Witness for Owner:                   .................................SEAL

 ......................................................................(L.S.)

                                      ..............................CORP.
      Witness for Tenant:                  .................................SEAL

 ...................................................................... (L.   S.)

PLEASE MAIL PAYMENTS           BILL FOR REAL ESTATE TAXES
  TO THIS ADDRESS                   BOROUGH OF QUEENS

DEPARTMENT OF FINANCE       TAX YEAR JULY 1, 1991 to JUNE 30, 1992
P.O. BOX 3183
NEW YORK, NY 10009
<PAGE>

   4/ 706/ 36                RETAIN THIS PORTION FOR YOUR RECORDS   919

NOTIFY THE BOROUGH OFFICE OF THE REAL PROPERTY ASSESSMENT BUREAU IF THE

DESCRIPTION OF PROPERTY IS INCORRECT OR MISSING. SEE REVERSE FOR ADDRESSES.

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

    OWNER OF RECORD            ADDRESS OF PROPERTY             PARCEL SIZE

----------------------------------------- 7 ------------------------------------

BILL KARTSONIS             4610 47 STREET                       30 X 74
-------------------------------------------------------------------------------

CHECK BLOCK AND LOT NUMBER

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

 BLOCK   LOT   C  SIZE       ASSESSED VALUATON
  706    36    6   G9             22,080
--------------------------- ------------------- KARTSONIS REALTY

                                                BILL KARTSONIS
                                                42-21 BROADWAY
TAXABLE VALUATION        22,080                 ASTORIA, NY 11103

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

SCHOOL RATE PER $100     SCHOOL
            NOT APPLICABLE

ASSESSED VALUATION       TAX
-------------------------------------------------------------------------------

REAL ESTATE RATE PER $100 REAL ESTATE TOTAL TAX 1991-92 QUARTERLY INSTALLMENT

         *-10,631          2,347.32       2,347.32             586
ASSESSED VALUATION       TAX

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

THE PERIOD FOR PROTESTING ASSESSED VALUATION FOR 1992-93 ON ONE, TWO AND THREE
FAMILY DWELLINGS IS JANUARY 15, 1992 - MARCH 15, 1992. ON ALL OTHER PROPERTIES

FROM JANUARY 15, 1992 - MARCH 1, 1992.
                                                                   19,71

YOUR TAX IS DUE IN FOUR INSTALLMENTS. ON
JULY 1, 1991, OCTOBER 1, 1991, JANUARY 1,
1992 AND APRIL 1, 1992. THE APPROPRIATE BILL
MUST BE DETACHED AND FORWARDED WHEN PAYMENT

<PAGE>

IS MADE. IF PAYMENT OF THE INSTALLMENT IS NOT
MADE BY THE DUE DATE OR THE END OF THE GRACE
PERIOD (IF ANY), INTEREST WILL BE CHARGED             MAIL PAYMENTS TO:

FROM THE ORIGINAL DUE DATE OF THE INSTALLMENT       NYCDEPT. OF FINANCE
TO THE DATE OF PAYMENT. PLEASE MAKE CHECK OR               BOX 32
MONEY ORDER PAYABLE TO: NYC DEPT. OF FINANCE.       NEW YORK, N.Y. 10008-003

** 177 OF WHICH PUTS MORE POLICE ON OUR STREETS

YOUR CANCELLED CHECK IS YOUR RECEIPT. PLEASE DO NOT MAIL CASH. RECEIPTS WILL NOT
BE PROVIDED UNLESS YOU HAVE CHECKED OFF THE APPROPRIATE BOX ON EACH BILL. A
$15.00 SERVICE CHARGE WILL BE ASSESSED FOR EACH DISHONORED CHECK.

---------------------------------------------------------CASH PAYMENTS MAY BE
ESTIMATED LOCAL ASSISTANCE SEE REVERSE IF THE WORD   MADE TO ANY BOROUGH
FROM NEW YORK STATE DURING "ARREARS" APPEARS BELOW   OFFICE OF CITY

1991/92                                              CONTROLLER
       $6,110,871,881      ARREARS AS OF JUNE 7, 1991Mon.-Fri. 9 AM to 3 PM

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

                                                         4/ 706/ 36
--------------------------------------------------------

 2.00% PER ANNUM        18.99           2,328.33     INTEREST PAID AT THE

ALLOWABLE DISCOUNT, TOTAL DISCOUNT IF TOTAL TAX DUE  RATE OF PER ANNUM
SEE REVERSE'SIDE    PAID ON OR BEFORE 1991-1992 IF   COMPOUNDED DAILY XXX

                   JULY 1, 1991       PAID ON OR     CHARGED IF THE TAX IS
                                      BEFORE JULY 1, NOT PAID ON
                                      1991
---------------------------------------------------------

                   FOR YOUR RECORDS

lst QUARTER PAID        - 3rd QUARTER PAID
2nd QUARTER PAID        - 4th QUARTER PAID
-------------- -------------------------------------------

SEE REVERSE SIDE FOR DISCOUNT BENEFITS AND INFORMATION ON ARREARS

                                                                   1991-92
THE CITY OF NEW YORK    BILL FOR REAL ESTATE TAXES           TAX YEAR
DEPARTMENT OF FINANCE                                        July 1,1991 to
P.O. BOX 3163        DO NOT MAIL PAYMENT TO THIS ADDRESS     June 30,1992
NEW YORK, NY 10008

                                               BOROUGH OF: QUEENS

<PAGE>

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

410007060036600000000101920000000000000000586834000000000000000000
-----------------------------------------------------------------

-------------------------------------------Make check or money order payable
        INTEREST CHARGED AFTER 04/15/92    to the order of: NYC DEPT. OF

4Q                                         FINANCE. A $15.00 service charge
                                           will be assessed for each
-------------------------------------------  dishonored check.
                                           MAIL PAYMENT TO:
                                             NYC DEPT. OF FINANCE
                                             P.O. BOX 32
<PAGE>

                               RIDER TO LEASE
                               -------------

 PREMISES: 46-23 NORTHERN BOULEVARD, ASTORIA, N.Y. 11103

LANDLORD: BILL K. KARTSONIS

TENANT:   MAJOR AUTOMOTIVE GROUP

40. Tenant agrees to pay the following ann4al rents for the terms indicated
hereunder:

From July, 1, 1992 to June 30, 1993 the sum of $24,000.00 per annum, payable
$2,000.00 per month.

From July 1, 1993 to June 30, 1994 the sum of $25,440.00 per annum, payable
$2,120.00 per month.

From July 1, 1994 to June 30, 1995 the sum of $26,964.00 per annum, payable
$2,247.00 per month.

From July 1, 1995 to June 30, 1996 the sum of $28,584.00 per annum, payable
$2,382.00 per month.

From July 1, 1996 to June 30, 1997 the sum of $30,300.00 per annum, payable
$2,525.00 per month.

41. In the event tenant herein fails to make any of the installments of rent or
additional rents as herein stated, and landlord is required to employ counsel
for the collection thereof, then tanant shall be liable for reasonable
attorney's fee.

42. It is agreed by the parties hereto that in the event tenant fails to make
payment of rent on or before the 15th day of each month, then, it is agreed that
irrespective of any and all of the remedies reserved by landlord, and without
acting as a waiver thereof, tenant agrees to pay an additional sum of 10% to
compensate landlord for his additional administrative fees.
<PAGE>

43. Tenant expressly agrees that he will hold harmless and indemnify the
landlord for and against any and all liability damage, suit, and judgements
arising from any injury or damage during said term to person or property of any
nature occassioned wholly or in part by act or commission of the tenant or of
the employees, customers, patrons, servants, agents or visitors of the tenant,
but only to the extent occassioned by tenant or its employees, customers,
patrons, servants, agents or visitor if not wholly occassioned by them. 44. The
tenant shall not, without landlord's prior written consent, place or install any
sign on the exterior of the demised premises or the building of which it is a
part, or on the inner or outer faces of the windows or doors of the demised
premises, which consent shall not be unreasonably withheld or delayed.

    a. Tenant agrees, at tenant's sole cost and expense, to obtain all necessary
approvals and permits, and to continue to keep same in effect during the term of
this lease, prior to the installation of said sign. 

45. That tenant, at tenant's own cost and expense, shall remove all snow and ice
from adjacent sidewalks, as required by law. 

46. Tenant shall be responsible to maintain the demised premises and adjacent
sidewalks in a clean condition. Tenant shall, at its own cost and expense, keep
the demised premises free from any vermin, rodents, bugs, insects, or anything
of like objectionable character. In line with the foregoing, the tenant agrees,
at its own cost and expenses, to employ an exterminator, if the need for one
should ever arise. 

47. Landlord shall not be required to furnish to the tenant any service or
facility of any kind, nature or description, including but not limited to heat,
hot water, painting or decoration, and any and all services or facilities,
including gas, electric, heat and water, required by tenant or required to be
furnished by law, shall be furnished and supplied to tenant at its own cost and
expense. 

48. Tenant will make appropriate and necessary arrangements to install and
maintain all necessary facilities at tenant's sole cost and expense to heat the
premises, sufficient for its purposes. 

49. Tenant will do all necessary acts, so as to supply sufficient heat to
prevent waste and/or damages to the plumbing or other facilities located in or
passed through the premises, or in that part of the building in which the
demised premises are located.

54. It is tenant's responsibility to provide the landlord with a plate glass
insurance policy. It shall at all times be the responsibility of the tenant to
replace any broken or cracked plate glass in the demised premises, at tenant's
sole cost and expense. If tenant fails to replace any broken or cracked plate
glass within two days after notification by landlord, landlord may replace the
same at tenant's expense and the bill for cost of same shall be due and payable
by tenant when rendered, and the amount thereof shall be deemed to be, and be
paid as, additional rent. 

55. If the landlord, or any successor in interest, shall be an individual, joint
venture, tenancy in common, firm or partnership, general or limited, it is
specifically understood and agreed that there shall be no personal liability on
<PAGE>

each individual or the members of that firm, partnership or joint venture, in
respect to any of the covenants or conditions of this lease. Tenant shall look
for the satisfaction of its remedies solely to the equity of the landlord in the
demised premises. 

56. The tenant agrees to deposit with the landlord the total sum of $5,050.00 as
security deposit. The tenant's security deposit will be returned to the tenant
at the termination of this lease without interest. 

57. Tenant shall, at its own cost and expense, upon the expiration or
termination by landlord of this lease, remove his equipment, except those that
have been installed by the landlord, are structural in nature, or by agreement,
will become the property of the landlord and restore premises in as good
condition as demised premises will be in after landlord delivers possession.

58. The tenant agrees that, anything to the contrary notwithstanding, the
landlord's liability for its negligence or failure to perform its obligations
hereunder shall be limited to its interest in the Land and Building. Tenant
shall not seek to enforce any judgement or other remedy against any other asset
of this landlord or any party who holds any interest in the landlord. 

59. The tenant agrees to maintain, in full force and effect, during the total
lease term hereof, i.e., five years, a policy of public liability insurance
under which the landlord and the tenant are named as insureds and under which
the insurer agrees to indemnify and hold tenant and landlord harmless from and
against all costs, and/or liability arising out of or based upon any and all
personal injuries sustained and accidents occuring in or about the demised
premises. Said insurance policy shall be non-cancelable with respect to the
landlord and the landlord's designee without first affording the landlord ten
(10) days written notice. A duplicate original or insurance certificate must be
delivered to the landlord within (5) days of the commencement of the lease term
hereof.

The minimum limits of liability of said insurance shall be ONE MILLION
($1,000,000.00) DOLLARS for injury to one person; ONE MILLION ($1,000,000.00)
DOLLARS for any one accident; and FIVE HUN15RED THOUSAND ($500,000.00) DOLLARS
for property damage.

60. Tenant has been advised that landlord is a licensed real estate broker.

61. Landlord waives the rent for the month of June 1992.

IN WITNESS WHEREOF, the parties below have read the preceding rider to the
instant main lease and agree to its terms and directives thereof:

BILL K. KARTSONIS
<PAGE>

                              ACKNOWLEDGMENTS

CORPORATE OWNER
STATE OF NEW YORK,   ss:
County of
     On this             day of                       19      before me
personally came

 to me known, who being by me duly sworn, did dispose 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.

                   ............                                         I

INDIVIDUAL OWNER
STATE OF NEW YORK,   ss:
County of
     on this             day of                       19      before me
personally came

to me known and known to me to be the individual                described

in and who, as OWNER, executed the foregoing instrument and acknowledged to me

 that            ........be executed the same.
                 ........................................................

CORPORATE TENANT
STATE OF NEW YORK,   ss:
County of
     on this             day of                       19      before me
personally came

to me known, who being by me duly sworn, did dispose 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
<PAGE>

STATE OF NEW YORK,   ss:
County of  1.
     On this             day of                       19      before me
personally came

to me known and to me to be the individual                      described

in and who, as TENANT, executed the foregoing instrument and acknowledged to me
that                       be executed the same.
 <PAGE>

                      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
Tenants or used for any purposes other than for ingress to and egress from the
demised premise and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Owner, There - not be used in any space, or in the public hall of the building.
by jobbers, or others in the delivery or receipt of mechandise, any hand jacks
excep~ those equipped with rubber tires and safeguards.

2. If the premises are situated on the ground floor of the building, Tenants
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
purposes other than those for which they were designed or constructed,

4. Tenantsshall not use, keep or permit to be used or keep any foul or substance
in the demised premises, or permit or suffer the demised premises. occuppied 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 or any part of the outside of the
demised premises of the building or on the inside of the demised premises if
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 the Tenant or Tenants violating this rule. Signs on interior
doors and 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 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 of
builder's 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 elevator and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease of which these Rules and Regulations are a part.

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 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, combustable or explosive mixture, 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 emulate into the demise
premises.

11. Tenant shall not place a load on any floor of the demised premises exceeding
the floor load per square foot area which 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
beand maintained by Tenant at Tenant's expense in in Owner's judgement to absorb
and prevent vibration, noise and annoyance.
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                                 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 therin provided, without requiring any notice to of nonpayment
or, nonperformance, or proof, or notice of demand, responsible under this
guaranty, all of which the undersigned hereby expressly waives and expressly
agrees that the legality of this agreements and of the Guarauter under this
agreement shall not be ended, or changed by reasons of the claims to Owners
against Tenants of any of the rights or remedies given to Owner as agreed in the
attached Lease. The Guarantor further agrees that this 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 of this guaranty that owner and this
undersigned shall and do waive trial by jury.

                                                                Guarantor

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                     The Real Estate Board of New York, Inc.
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