STANDARD FORM OF STORE LEASE
                     THE REAL ESTATE BOARD OF NEW YORK, INC.

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         AGREEMENT  OF  LEASE  MADE AS OF THIS  26TH  day of May,  1994  between
BAYSIDE MAIL REAL PROPERTY HOLDING CORP, 360 Merrick Road,  Lynbrook,  New York,
party  of the  first  part,  hereinafter  referred  to as  OWNER  and  BAYBRIDGE
PLAYROBICS,  INC., a domestic  corporation,  party of second  part,  hereinafter
referred to as TENANT.

         WITNESSETH:  Owner hereby lease to Tenant and Tenant  hereby hires from
Owner the building  known as 208-32 to 208-46 Bell  Boulevard,  Bayside 11360 in
the  Borough of  Queens,  City of New York,  for term of Fifteen  (20) Years (or
until  such term  shall  sooner  cease and expire as  hereinafter  provided)  to
commence on the First (1st)Day of June, nineteen hundred and ninety-four, and to
end on the thirtieth (30)

day of May, two thousand and fourteen,  both dates inclusive,  at an annual rate
of $ ( See paragraph "C" hereof).

         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 installment in advance of the first day of
each month  during said term,  at the office of Owner or such place as Owner may
designate,  without any set off or  deduction  whatsoever,  excepts  that Tenant
shall pay first  monthly  installment(s)  on the execution  hereof  (unless this
lease be a renewal).

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

         RENT OCCUPANCY:

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

               2.  Tenant  shall use and occupy  demised  premises  for use as a
               children play center with  refreshment,  retail sales and related
               use and for no other  purpose,  tenant shall at all times conduct
               its  business  in a high grade and  reputable  manner,  shall not
               violate Articles 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 demised
               premises of any nature  without  Owner's prior  written  consent.
               Subject to prior written  consent of Owner and to the  provisions
               of  this  articles,   Tenant  at  Tenant's   expense,   may  make
               alterations,  installations,  additions or improvement  which are
               nonstructural  and  which  do  not  affect  utility  services  or
               plumbing and electrical  lines,  in or to the interior of demised
               premises by using  contractors  or  mechanics  first  approved by
               Owner.    Tenant   shall,    before   making   any   alterations,
               installations,  additions or improvement,  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

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               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, bu filling the bond required by
               law.  All  fixtures  and all  paneling,  partitions,  railing and
               installations,  installed in the premises at any times, either by
               Tenant or by Owner in Tenant's behalf, shall, upon installations,
               become  the  property  of  Owner  and  shall  remain  upon and be
               surrendered  with the demised premises unless Owner, by notice to
               Tenant no later then  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
               expirations 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,  moveables  office furniture
               and equipment,  but upon removal of any such from the premises or
               upon removal of other  installations as may be requires by Owner.
               Tenant shall  immediately and at its expense,  repair and restore
               the premises to the condition  existing prior ro 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.

         REPAIR:

               4. Owner  shall  maintain  and repair the public  portions of the
               building, both exterior and interior, except that if Owner allows
               Tenant to erect on the  outside of the  building a sign or signs,
               or a hoist,  lift or sidewalk  elevator for the  exclusive use of
               Tenant. Tenant shall maintain such exterior installations in good
               appearance  and shall cause the same to be operated in a good and
               workmanlike manner and shall make all repair 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 it 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 and 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  provide in Article 9 or elsewhere in this
               lease,  there  shall  be no  allowance  to  the  Tenant  for  the
               diminution  of rental value and no liability on the part of Owner
               by  reason of  inconvenience,  annoyance  or  injury to  business
               arising  from Owner,  Tenant or others  making or failing to make
               any repair,  alterations,  additions or improvements in or to any
               portion of the building or the demised premises, or in and to the
               fixtures,  appurtenances or equipment thereof.  The provisions of
               this  article  4 with  respect o the  making of repair  shall not
               apply in the case of fire or other casualty which are dealt  with
               in Article 9 hereof.

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         WINDOW

               CLEANING: 5. Tenant will not clean nor require, permit, suffer or
               allow any  window in  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.

         FIRE REQUIREMENTS:

               6.  Prior to  commencement  of lease  term,  if Tenant is then in
               possession, and at all times thereafter,  Tenant at Tenant's sole
               cost and expense,  shall  promptly  conform to 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 Offices
               , or any similar body which may impose  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 the Tenant's use or manner of use thereof, or with
               respect to the  building  if arising out of the  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 of 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 he
               imposed  upon Owner by reason of Tenant's  failure to comply with
               fire  provisions  or 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 and to all mortgages which may now or hereafter
               affect such leases or the real property of which demised premises
               are a part and to all  renewals,  modifications,  consolidations,
               replacements  and  extensions of any such  underlying  leases and
               mortgages.  This clause  shall be self  operative  and no further
               instrument  of  subordination  shall be required by any ground or
               underlying lessor or by any mortgagee  affecting any lease or the


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               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.

         TENANT'S LIABILITY INSURANCE, PROPERTY LOSS, DAMAGE, INDEMNITY:

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

         DESTRUCTION, FIRE AND OTHER CASUALTY:

               9.  (a) If the  demised  promises  or any part  thereof  shall be
               damaged by fire or other  casualty,  Tenant shall give  immediate
               notice  thereof to Owner and this lease  shall  continue  in full
               force and effect  except as  hereinafter  set  forth.  (b) If the
               demised  premises  are  partially  damaged or rendered  partially
               unusable by fire or other casualty,  the damages thereto shall be
               repaired by and at the expense of Owner and the rent,  until such
               repair shall be  substantially  completed,  shall be  apportioned
               from the day following the casualty  according to the part of the
               premises which is usable. (c) If the demised premises are totally
               damaged or rendered  wholly  unusable by fire or other  casualty,
               then the rent shall be proportionately paid up to the time of the
               casualty and thenceforth shall cease until the

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               date when the premises  shall have been  repaired and restored by
               owner,  subject to Owner's right to elect not to restore the same
               as hereinafter provided. (d) If the demised premises are rendered
               wholly  unusable  or (whether  or not the  demised  premises  are
               damaged in whole or in part) if the building  shall be so damaged
               that Owner shall decide to demolish it or to rebuild it, then, in
               any of such events,  Owner may elect to  terminate  this lease by
               written  notice to Tenant given within 90 days after such fire or
               casualty specifying a date for the expiration of the lease, which
               date  shall  not be more than 60 days  after  the  giving of such
               notice,  and upon the date  specified in such notice the terms 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,  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 in 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  controls.  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   herein  above  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.

         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 lease.

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         ASSIGNMENT, MORTGAGE, ETC.:

               11.  Tenant  for  itself,  its heirs,  that it shall not  assign,
               mortgage or encumber this agreement,  nor underlet,  or suffer or
               permit the  demised  premises  or any part  thereof to be used by
               others,  without  the  prior  written  consent  of  Owner in each
               instance.  If this lease be assigned,  or if the demised premises
               or any part thereof be underlet or occupied by anybody other than
               Tenant, Owner may, after default by Tenant, collect rent from the
               assignee,  under-tenant  or  occupant,  and apply the net  amount
               collected to the rent herein  reserved,  but no such  assignment,
               underletting, occupancy or collection shall be deemed a waiver of
               the covenant, or the acceptance of the assignee,  under-tenant or
               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 under letting.

         ELECTRIC:

               12.  Rates and  conditions  in  respect  to  submetering  or rent
               inclusion,  as the  case may be,  to be  added in RIDER  attached
               hereto.  Tenant covenants and agrees that at all times its use of
               electric  current  shall not  exceed  the  capacity  of  existing
               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:

               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 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,
               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

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               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
               Tenants  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  1)property and such entry shall not render Owner or its
               agents liable therefore nor in any event shall the obligations of
               the 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 rotation of the property line of the building. All vaults and
               vault  space and all such areas not within the  property  line of
               the building, which Tenant may be permitted to use and/or occupy,
               is to be used and/or occupied under a revocable  license,  and if
               any such  license be  revoked,  or if the amount of such space or
               area be diminished or required by any federal, state or municipal
               authority  or public  utility.  Owner shall not be subject to any
               liability  nor shall  Tenant be entitled to any  compensation  or
               diminution  or  abatement  of rent,  nor shall  such  revocation,
               diminution  or  requisition  be  deemed  constructive  or  actual
               eviction.  Any tax,  fee or charge of municipal  authorities  for
               such vault or area shall be paid by Tenant.

         OCCUPANCY:

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

         BANKRUPTCY:

               16.  (a)  Anything  elsewhere  in  this  lease  to  the  contrary
               notwithstanding.  this lease may be  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; or (2) the making

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               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 case.  (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
               installment  of rent  becoming  due  hereunder  after the date of
               termination  and the  fair  and  reasonable  rental  value of the
               demised  premises for the period for which such  installment  was
               payable  shall be discounted  to the date of  termination  at the
               rate of four per cent (4%) per  annum.  If such  premises  or any
               part  thereof  be re-let by the Owner for the  unexpired  term of
               said lease, or any part thereof,  before presentation of proof of
               such liquidated damages to any court, commission or tribunal, the
               amount or rent reserved upon such  re-letting  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 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
               promises shall be taken or occupied by someone other than Tenant;
               or if this lease be rejected under Section 365 of Title 11 of the
               U.S. Code (Bankruptcy Code); or if Tenant shall fail to move into
               or take  possession of he premises within Fifteen (15) days after
               the  commencement  of the term of this lease, of which fact Owner
               shall  the  the  sole  judge;  then,  in any  one or more of such
               events,  upon Owner  serving a written  five (5) days notice upon
               Tenant  specifying  the  nature  of said  default.  and  upon the
               expiration  of said five (5) days, if Tenant shall have failed to
               comply with or remedy  such  default,  or if the said  default or
               omission  complained of shall be of a nature that the same cannot
               be completely  cured or remedied within said five (5) day period,
               and if Tenant  shall not have  diligently  commenced  curing such
               default within such five (5) day period, and shall not thereafter
               with reasonable  diligence and in good faith proceed to remedy or
               cure such default,  then Owner may serve a written three (3) days
               notice of  cancellation  of this lease upon Tenant, and upon the


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

         REMEDIES OF OWNER AND WAIVER OF REDEMPTION:

               18.  In case of any such  default,  re-entry,  expiration  and/or
               dispossess by summary proceedings or otherwise, (a) the rent, and
               additional rent, shall become due thereupon and be paid up to the
               time of such re-entry,  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 for the  failure of Tenant to observe  and  perform  said
               Tenant's  covenants herein contained,  any deficiency between the
               rent hereby  reserved  and/or  convenanted to be paid and the net
               amount if any,  of the rents  collected  an  account of the subse
               quent 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, 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

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               in the event that the devised promises are re-let, for failure to
               collect the rent  thereof  Under such  reaching,  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  threat  ened  breach by
               Tenant or an 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.

         FEES AND EXPENSES:

               19. If Tenant shall default in the  observance or  performance of
               any term or covenant on Tenant's part to be observed or performed
               Under  or by  virtue  of any of the  terms or  provisions  in any
               article of this lease,  then, unless otherwise provided elsewhere
               in this lease,  Owner may  immediately or at any time  thereafter
               and without notice  perform the obligation of Tenant  thereunder,
               and if Owner, in connection  therewith or in connection which 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.

         NO REPRESENTATIONS BY OWNER:

               20.   Neither   Owner   nor   Owner's   agents   have   made  any
               representations   or  promises   with  respect  to  the  physical
               condition of the  building,  the land upon which it is erected or
               the demised promises,  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 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.

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         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 it's  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
               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 term hereof,  because of
               the  holding-over  or  retention  of  possession  of any  Tenant,
               undertenant  or  occupants,  or if the  premises arc 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
               arc 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

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               by  Owner  of a  lesser  amount  than  the  monthly  rent  herein
               stipulated  shall be deemed to be other  than an  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  tho  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 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) on any  matters  whatsoever
               arising  out of or in any way  connected  with  this  lease,  the
               relationship of Owner and Tenant. Tenant's use of or occupancy of
               said premises, and any emergency statutory or any other statutory
               remedy.  It is further  mutually  agreed  that in the event Owner
               commences any summary  proceeding for possession of the premises,
               Tenant will not interpose any  counterclaim of whatever nature or
               description in any such proceeding.

         INABILITY TO PERFORM:

               26. This lease and the obligation of Tenant to pay rent hereunder
               and perform all of the other  covenants and agreements  hereunder
               on part of Tenant to be  performed  shall in no wise be affected,
               impaired or excused because Owner is unable to fulfill any of its
               obligations  under  this  lease or to  supply  or is  delayed  in
               supplying  any service  expressly or implicitly to be supplied or
               is unable to make, or is delayed in making any repair, additions,
               alterations  or  decorations or is unable to supply or is delayed
               in supplying  any  equipment or fixtures if owner is prevented or
               delayed  from so doing by reason  of  strike  or labor  troubles,
               government  preemption in connection with a national emergency or
               by reason of any rule,  order or regulation of any  department or
               subdivision  thereof of any government agency or by reason of the
               conditions  of supply and demand  which have been or are affected
               by war or other,  emergency,  or when,  in the judgment 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  certified  mail addressed to Tenant at the
               building of which the demised premises form a part or at the last

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               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 herein above 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  consumption  for all
               purposes.  Tenant  shall  pay Owner for the cost of the meter and
               the cost of the installation  thereof and throughout the duration
               of  Tenant's   occupancy   Tenant   shall  keep  said  meter  and
               installation  equipment  in good  working  order  and  repair  at
               Tenant's  own cost and  expense.  Tenant  agrees to pay for water
               consumed,  as shown on said meter as and when bills are rendered.
               Tenant covenants and agrees to pay the sewer rent,  charge or any
               other  tax,  rent,  levy or  charge  which  now or  hereafter  is
               assessed,  imposed  or a lien upon the  demised  premises  or the
               realty  of  which  they  are  part  pursuant  to  law,  order  or
               regulation   made  or   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. 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
               promises  Tenant shall pay to Owner as  additional  rent,  on the
               first day of each month,  %, ($ ) of the total meter charges,  as
               Tenant's portion.  Independently of and in addition to any of the
               remedies  reserved to Owner  herein  above 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 herein
               above 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

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               as additional  rent the sum of $ , 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 of Owner,  and if demised premises are situated
               on the street floor,  Tenant shall, at Tenant's own expenses 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
               indepen  dently  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 rub bish by others shall be subject to
               such rules and  regulations  as, in the  judgment  of Owner,  are
               necessary for the proper operation of the building.

         SECURITY:

               31. Tenant has deposited  with Owner the sum of $ as security for
               the  faithful  performance  of 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,  in cluding,  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  refitting  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 sale of the land
               and  building  or leasing of the  building,  of which the demised
               premises form a part,  Owner shalt have the right to transfer the
               security  to the vendee or lessee and Owner  shall  thereupon  be
               released  by Tenant  from all  liability  for the  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

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               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 nor the intent of any provision thereof.

         DEFINITIONS:

               33. 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
               obligation  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 HVAC service.

         ADJACENT EXCAVATION/SHORING:

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

         RULES AND REGULATIONS:

               35. 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

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               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 expenses all plate and other glass
               in the demised  premises for and in the name of Owner.  Bills for
               the  premiums  therefor  shall be  rendered by Owner to Tenant at
               such times as Owner may elect, and shall be due from, and payable
               by, Tenant when rendered,  and the amount thereof shall be deemed
               to be, and be paid as, additional rent.

         PORNOGRAPHIC USE PROHIBITED:

               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 shop,  or as a sex club of any sort, or as a massage
               parlor.  Tenant agrees further that Tenant will not permit any of
               these uses by any  sublessee  or assignee of the  premises.  This
               Article  shall  directly  bind any  successors in interest to the
               Tenant.  Tenant agrees that if at any time Tenant violates any of
               the provisions of this Article,  such violation shall be deemed a
               breach of a substantial obligation of the terms of this lease and
               objectionable  conduct.  Pornographic  material  is  defined  for
               purposes of this Article as any written or pictorial  matter with
               prurient  appeal or any objects of instrument  that are primarily
               concerned with lewd or prurient sexual activity. Obscene material
               is defined here as it is in Penal law ss.235.00.

         ESTOPPEL CERTIFICATE:

               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 lease,  and
               if so, specifying each such default.

         SUCCESSORS AND ASSIGNS:

               39. The covenants.  conditions  and agreements  contained in this
               lease shall

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



          /S/ DANIEL HUEGLIN
         -------------------------
         DANIEL HUEGLIN, PRESIDENT
         BAYBRIDGE PLAYROBICS, INC.



          /S/ SAL CASACCIO
         -------------------------
         SAL CASACCIO, PRESIDENT
         CHILD'S PLAYROBICS, INC.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]




                      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  designated  for such
delivery by Owner.  There shall not be used in any space,  or in the public hall
of the building,  either by any Tenant or by jobbers,  or others in the delivery
or receipt of  merchandise,  any hand trucks  except those  equipped with rubber
tires and safeguards.

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         2. If the premises  are  situated an 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 are 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 similar floor  covering so that the same may 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 underlining of builders  deadening felt shall be first
affixed to the floor by a plastic or other material,  soluble in water,  the use
of cement or other similar adhesive material being expressly prohibited.

         7. Freight, furniture, business equipment, merchandise and bulky matter
of any  description  shall be delivered to and removed from the premises only on
the freight  elevators and through the service entrance and corridors,  and only
during  hours and in a manner  approved by Owner.  Owner  reserves  the right to
inspect all  freight to be brought in to the  building  and to exclude  from the
building all freight which  violates any of theft 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 Sunday 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 process,
or any unusual or other  objectionable  odors to permeate in or eminate from the
demised premises.

         11.  Tenant shall not place a load on any floor of the demised premises


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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  mechanized  equipment.  Such
installations  shall be placed and  maintained by Tenant at Tenant's  expense in
setting  sufficient in Owner's judgement to absorb and proven  vibration,  noise
and annoyance.

                                    GUARANTY

         The undersigned  guarantor  guarantees to Owner, Owner's successors and
assigns,  that full  performance  and  observance  of all the  agreements  to be
performed and observed by Tenant in the attached lease, including the "Rules and
Regulations"as  therein  provided,  without requiring any notice to Guarantor of
nonpayment  or,  nonperformance,  or proof,  or notice  of  demand,  to hold the
undersigned responsible under this guaranty, all of which the undersigned hereby
expressly  waives and expressly  agrees that the legality of this  agreement and
the  agreements of the Guarantor  under this  agreement  shall not be ended,  or
changed by reason of the claims to Owner against  Tenant of any of the rights or
remedies  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
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.

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