Exhibit 10.6

                                      LEASE

KNOW YE THIS LEASE, made as of the first day of February,  1986,  between VERNEL
COMPANY,  a limited  partnership  organized  and existing  under the laws of the
State of Connecticut and having its principal office and place of business at 50
Close Road,  Greenwich,  Connecticut,  06830 hereinafter  called "Lessor" and E.
RABINOWE & CO. OF CONN. INC., a Connecticut  corporation  which corporation is a
Subsidiary of NATIONAL PATENT DEVELOPMENT  CORPORATION,  a Delaware  corporation
having an office and principal  place of business at 375 Park Avenue,  New York,
New York 10 152, hereinafterter called "Lessee";

                                   WITNESSETH:

        IN CONSIDERATION of the mutual terms and conditions  herein, the parties
mutually agree as follows:

         (1)    DEFINITION OF CERTAIN TERMS

                For the purposes of this lease, and unless  otherwise  provided,
  the terms listed below have and shall be construed and interpreted to have the
  following meanings:

                (a)"Gross Area"or"Gross Rentable Area"shall mean the area of an

entire structure or structures, and all component parts thereof, measured to and
from the  exterior  of outside  walls and to and from the  center  line of party
walls,  as the case may be. In computing  Gross Area there shall be no exclusion
by reason of stairs, partitions, halls, or interior construction or equipment.

               (b) The term  "Lessor".  shall mean and refer to the owner of the
fee estate as to the premises  demised  herein  whosoever such owner may be from
time to time or to the person or entity named as Lessor above or its  successors
or  assigns,  as the case may be; and upon any  conveyance  or  transfer  of the
interest  of such  person or entity as Lessor,  such  person or entity  shall be
thereupon released and discharged from any and all liability under this lease or
otherwise to Lessee, and any and all others whomsoever,  provided,  however, the
new owner assumes hereunder.

               (c) A pro rata  share"  or "pro  rata" or  "proportionate  share"
shall  mean a  fraction  having  as  numerator  the Gross  Rentable  Area of the
dernised premises,  which is 79,506 square feet and as its denominator the Gross
Rentable Area of the entire  building of which said premises  forms a part which
is 178,916  square feet.  Commencing  on the ate (the  "Additional  Space Date")
which is the later to occur of March 1, 1987 or the date the additional space is
available  for  occupancy,  a "pro rata share" or , pro rata" or  "proportionate
share" shall mean a fraction  having as its numerator the Gross Rentable Area of
the demised  premises,  which is 105,000 square feet and as it  denominator  the
Gross  Rentable Area of the entire  building of which said premises forms a part
which is 178,916 square feet. The additional space shall be deemed available for
occupancy  on such date as the space is tendered to Lessee  vacant,  broom clean
and free of the personal  property,  equipment  and claims of third  parties and
Lesson and at Lessee's  option,  Lessor  shall either  remove the existing  wall
separating the additional  space from the existing demised premises or construct
up to their standing door openings in such existing demising wall. If the Lessee
requests  Lessor to remove such wall,  each party shall pay one-half the cost of
said removal.

         (2)   GRANT OF LEASE

               (a) Lessor hereby lease and demises to Lessee,  and Lessee hereby
rents and takes from Lessor,  approximately 79,506 square feet of Gross Rentable
Area, consisting of 79,506 square feet of sprinklered warehouse space located at
81Alumni  Drive,  in the Town of  Newington,  County of  Hartford,  and State of
Connecticut,  together  with the right to us the employee  parking  area,  which
space  is  more  specifically   delineated  in  Exhibit  A  annexed  hereto  and
incorporated  herein,   hereinafter  referred  to  as  the  "demised  premises".
Commencing on the  AdditionalSpace  Date, the "demised premises" shall increased
by the addition  thereto of  approximately  25,494 square feet of gross rentable
area, consisting of 25,494 square feet of sprinklered warehouse space located at
81 Alumni  Drive,  in the town of  Newington,  County of Hartford,  and State of
Connecticut,  which space is more  specifically  delineated in Exhibit A annexed
hereto  and  incorporated  herein,  and as used in this lease  shall  thereafter
consist of 105,000 square feet of space located at 81 Alumni Drive,  Connecticut
cut.

                (b)  Lessor  hereby  grants to Lessee the right to use in common
  with  other  lessees of said  building  the means of  vehicle  and  pedestrian
  ingress  and  egress to and from the  demised  premises;  all  subject  to any
  reasonable and non  discriminatory  written rules and/or regulations of Lessor
  now or hereinafter in effect as to the same, provided,  however,  that no such
  rules and/or regulations shall increase Lessee's cost of doing business at the
  dernised  premises  and to the extent such rules and/or  regulations  conflict
  with the terms of this Lease, the terms of this ease shall control.

               (c) TO HAVE  AND TO HOLD  the  same  for the  term  set  forth in
paragraph  3 of this  lease  upon the  terms  and  conditions  set forth in this
instrument,  which is hereinafter  referred to as the "Lease"; and Lessee hereby
expressly  covenants and agrees to fully and timely keep,  perform,  and observe
all the terms and  conditions  of this Lease on its part to be kept,  performed,
and observed.

               (d) Lessor  represents  and warrants that Lessor is the fee owner
of the demised premises and all improvements located thereon, and has full right
and  authority  to lease  the  demised  premises  to  Lessee  on the  terms  and
conditions set forth herein.

         (3)      TERM

         The  term of this  Lease  shall  commence  March  1,  1986,  and  shall
terminate  on  February  28,  1996,  unless  sooner  terminated  as  hereinafter
provided.

         (4)      ANNUAL RENT

         (a) In  consideration  of the premises  demised  herein,  commencing on
March 1, 1986,  Lessee  shall pay an annual rent to Lessor for the term March 1,
1986, to February 28, 1987, at an annual rate of Two and 851100 Dollars  ($2.85)
per square foot or Two Hundred Twenty-Six  Thousand Five Hundred Ninety.-Two and
10/100  Dollars  ($226,592.10)  per annum,  payable in successive  equal monthly
installments  of Eighteen  Thousand Eight Hundred  Eighty-Two and 68/100 Dollars
($18,882-68)  per  month on the  first  day of each  month in  advance,  without
offset,  deduction,  demand,  or  abatement  whatsoever,  in lawful money of the
United  States which is legal tender for payment of all public or private  debts
at the time, and paid to Lessor,  c/o Howard Nelson,  50 Close Road,  Greenwich,
Connecticut  06830,  or to such other payee and at such other  address as Lessor
may from time to time  designate  by written  notice to the Lessee  prior to any
such payment.  The Lessee Lessor  concurrently  with the execution of this Lease
the first month's  amount of Eighteen  Thousand  Eight Hundred  Eighty-Two and 6
($18,882.68).

         (b) In  consideration  of the premises  demised herein,  commencing the
Additional Space Date,  Lessee shall pay an annual rent to Lessor March 1, 1987,
to February  28,  1991,  at an annual rate of Two and ($2.85) per square foot or
Two Hundred Ninety-Nine Thousand Two and 00/100 Dollars ($299,250.00) per annum,
payable  in  successive   installments  of  Twenty-Four  Thousand  Nine  Hundred
Thirty-Seven  Dollars  ($24,937.50)  per month on the first day of each month in
advance offset,  deduction,  demand,  or abatement  whatsoever,  in lawful money
States  which is legal tender for payment of all public or private debt and paid
to Lessor,  c/o Howard Nelson, 50 Close Road,  Greenwich 06830, or to such other
payee and at such other address as Lessor may time  designate by written  notice
to the  Lessee  prior to any such  payment  however,  that in the event that the
Additional  Space Date has no March 1, 1987,  Lessee  shall pay the same rent as
set forth in Section Lease until the occurrence of the Additional  Space Date at
which time set forth hereinbefore in this Section (4)(b) shall be paid.

         (c) In consideration of the premises demised herein, co March 1, 199 1,
Lessee shall pay an annual rent to Lessor for the term March 1, 1991 to February
28, 1996,  (Provided the Additional Space Date has theretofore at an annual rate
of Three and 051100  Dollars  ($3.05)  per square foot or Three  Hundred  Twenty
Thousand Two Hundred Fifty and 00/100 Dollars  ($320,250.00) per annum,  payable
in successive equal monthly  installments of Twenty-Six Hundred Eighty-Seven and
50/100  Dollars  ($26,687.50)  per month on the each month in  advance,  without
offset,  deduction,  demand,  or  abetement  whatsoever,  in lawful money of the
United  States which is legal tender for payment of all public or private  debts
at the time, and paid to Lessor, c/o Howard Close Road,  Greenwich,  Connecticut
06830,  or to such  other  payee and  address  as  Lessor  may from time to time
designate by written notice prior to any such payment,  provided,  however, that
in the event that the  Additional  Space Date has not occurred by March 1, 1991,
Lessee  shall pay an annual  rent for the term March 1, 199 1, to  February  28,
1996 at an annual  rate of Three and 051100  Dollars  ($3.05) per square foot or
Two  Hundred   Forty-Two   Thousand   Four  Hundred   Ninety-Three   and  30/100
($242,493.30)  per annum,  payable in successive  equal monthly  installments of
Twenty Thousand Two Hundred Seven and 78/100 ($20,207.78) per month on the first
day of each month in advance and in accordance with the applicable terms of this
Section (4)(b) until the  occurrence of the Additional  Space Date at which time
the rental first set forth in this Section (4)(c) shall be paid.

        (5)    NET LEASE

               Except  as  expressly   otherwise  provided  herein,  this  is  a
net-net-net  Lease,  and Lessee  shall also bear,  pay,  and satisfy any and all
costs and expenses  whatsoever,  ordinary or extraordinary,  with respect to the
dernised  premises as defined in paragraph 2 (a) herein  and/or use or occupancy
of the same, as items of additional rent.

        (6)      USE OF THE DEMISED PREMISES

               Throughout the term of this Lease and any renewal hereof,  Lessee
and its  permitted  subtenants  and  assigns  may use and  occupy  the  dernised
premises  for  warehousing,   office  and  distribution  purposes  and  purposes
incidental  thereto and for no other business or other purpose without  Lessor's
prior written consent, which consent shall not be unreasonably withheld.  Lessee
shall neither use nor suffer the use of all or any part of the demised  premises
for any illegal or immoral use, or in any manner which in whole or in part is in
violation of any local, state, or federal law, ordinance,  regulation,  or other
governmental authority now or hereafter made.

         (7)    SAVING CLAUSE

Nothing in this  Lease  shall  create or be  construed  to create a  partnership
between Lessee and Lessor, or make them joint venturers,  or bind or make Lessor
in any way liable or responsible for any acts, omissions,  negligence,  debts or
obligations  of Lessee.  In the event this Lease is terminated by Lessor because
of Lessee's default or abandonment of this Lease, the demised  premises,  or the
business  conducted  therein,  Lessee shall be and remain liable for any and all
defaults and  deficiencies in payment of the annual rent,  additional  rent, and
any and all othersums  described by this  instrument as payable by Lessee during
all of any portion of the  scheduled  term of the Lease.  Lessor  shall have the
duty and obligation to mitigate damages in a commercially  reasonably  manner in
the event of said default or abandonment by Lessee.

        (8)    MAINTENANCE OF THE DEMISED PREMISES

               Throughout  the term of this Lease and any  renewal  hereof,  the
parties  hereto,  as  designated,  shall  do and  perform  each  and  all of the
following:

               (a) Lessee shall  maintain and keep in good repair,  good working
order and free of litter and refuse the  interior of the  dernised  premises and
make any and all repairs  and.  replacements  thereto as and when  required,  to
anything  exclusively serving the demised premises,  be they interior structural
or  non-structural,  ordinary or  extraordinary,  foreseeable  or  unforseeable,
including  but  not  limited  to any and all  furnishings,  fixtures,  leasehold
improvements, exterior entrances, windows, electrical wiring, lighting fixtures,
heating or plumbing  fixtures and systems,  pipes,  air  conditioning or heating
systems; keep unclogged and in good repair all drains, traps and sewer pipes and
maintain and leave same in good working order, subject to ordinary wear and tear
and  damage  by  fire  or  other  casualty.  Lessor  represents  that  as of the
commencement  date of this  Lease the  demised  premises  and the  fixtures  and
equipment serving the same will be in good working order.

               (b) Lessor  will make  repairs to the roof,  the  exterior of the
dernised  premises and the Building and all other necessary  repairs that Lessee
is not required to make pursuant to the terms of this Lease when necessary after
receipt of written notice from Lessee specifying the need therefor. Lessee shall
pay for its  proportionate  share of the cost of illumination of the exterior of
the demised  premises;  its  proportionate  share of the cost of  maintenance of
gardening and  landscaping;  its  proportionate  share of the cost of removal of
snow,  ice,  dirt,  and  refuse,  striping,  repair  and/or  replacement  of all
blacktopping  relating to the parking lot and pedestrian walks;  water and sewer
rents;  the  cost of  supplying  -any  additional  gas  service  to the  demised
premises;  any cost incurred in adding to or increasing  the water  pressure for
the sprinkler system; its proportionate  share of the cost of maintenance of the
sprinkler  alarm system;  maintenance,  insurance on, and repair of the railroad
spur located to the rear of the dernised premises in the event that said spur is
connected  to the main  rail  track  for use if Lessee  requires  such use;  its
proportionate share of the cost of liability and hazard insurance premiums;  its
proportionate   share  of  the  cost  of  wages,   payroll  expenses,   worker's
compensation  insurance,  fidelity bonding, and unemployment taxes of labor used
to perform the functions  described herein and for direct  supervision  thereof;
its  proportionate  share of the cost of fees for licenses and permits,  if any;
its proportionate  share of the cost of supplies;  utility services and charges;
repair, maintenance,  operation,  replacement, and debt service of any equipment
used in operation and maintenance of the demised  premises;  and other costs and
expenses.   Except  for  those   affirmative   undertakings  by  Lessor  as  are
specifically set forth in this Lease,  Lessee accepts the dernised  premises "as
is";  provided  however,  nothing  contained in this Lease shall reduce Lessor's
obligations to complete the work set forth in Schedule B hereto.  Lessee may, at
its option and upon written notice to Lessor,  erect antennae on that portion of
the roof covering the dernised premises. In the event that Lessee exercises that
option,  Lessee  shall upon the exercise of said option and  thereafter  for the
term of this lease and any  renewal  hereof,  bear full  responsibility  for the
maintenance  of the roof for the entire  building of which the demised  premises
are a part.

                (c) All  maintenance  and repairs  performed  by Lessee shall be
done timely and  diligently,  using  materials  of equal or better  quality than
original  construction,  and in a good and workmanlike manner, without demand as
and when such work is required  or  forthwith  upon demand of Lessor,  whichever
first occurs. If Lessee fails or refuses to do any or all of its maintenance and
repair work and do it in the manner,  time, and quality  designated,  Lessor, in
the exercise of reasonable  discretion may, at Lessee's cost and expense,  enter
upon the dernised  premises  and do any portion or all of such work,  or require
Lessee to do the same by appropriate  actions or  proceedings,  and Lessee shall
promptly  and fully  reimburse  and pay to Lessor  its  attorneys'  fees and its
entire out-of-pocket costs and expenses with respect to the same, within fifteen
(15) days next following Lessor's demand for the same.

           (9)  LESSEE'S ALTERATIONS

                  Lessee  may  make  non-structural  additions  and  alterations
within the  interior  of the  dernised  premises,  but shall make no  structural
alterations nor any exterior additions or alterations  without the prior written
consent of the Lessor which consent shall not be unreasonably withheld, however,
when Lessor  gives its prior  written  consent,  it shall also notify  Lessee if
Lessor  desires  that the  alterations  or additions be removed by Lessee at the
expiration  or any earlier  termination  of this lease and any  renewal  hereof,
whichever  first occurs.  As to any and all such work for which  Lessor's  prior
written consent was required and which consent was  specifically  conditioned on
restoration,  Lessee shall promptly restore the demised premises to its original
configuration (or such  configuration as may be agreed to by Lessor) at Lessor's
request  whenever any such alteration or addition made by Lessee shall no longer
be used or at the  expiration or any earlier  termination  of this Lease and any
renewal hereof,  whichever first occurs.  All work,  alterations,  and additions
referred to herein  (hereinafter  "the work") shall be subject to the  following
terms and conditions:

                (i) All  work  shall  be  performed  in a good  and  workmanlike
 manner,  at the cost and expense of the Lessee  which shall be timely and fully
 paid and  satisfied,  and all structural  alterations or exterior  additions or
 alterations   shall  be  of  materials  of  a  grade  and  quality   reasonably
 satisfactory  to Lessor,  at the cost and expense of the Lessee  which shall be
 timely and fully paid and satisfied.

                (ii) Prior to commencement of the work, Lessee shall comply with
 any and all rules and  regulations  of all  applicable  governmental  and other
 authorities,  including but not limited to zoning,  building, and environmental
 authorities;  obtain any and all licenses and permits required; and comply with
 any and all applicable  rules and regulations of all local,  state, or national
 fire underwriter authorities, and obtain any and all approvals required by such
 authorities with respect to the work.

                (iii) The  premises  shall be kept free and clear of any and all
 liens  and  encumbrances  with  respect  to the  work,  whether  for  labor  or
 materials,  and Lessee  shall  pay,  bond,  or vacate  each and all of the same
 within  twenty (20) days next  following any notice of filing or levying of any
 such lien or encumbrance.

                (iv) Any and all  increases in  insurance  premiums,  taxes,  or
other costs or expenses relating to the dernised premises by reason of the work,
shall be timely and fully paid and  satisfied by Lessee  throughout  the term of
this Lease and any renewal hereof.

                 (v) No work  shall  create a  hazard,  jeopardy  or risk to the
building or the demised premises during the performance of the work or after the
completion of the work.

                 (iv) Any and all  structural  additions and  alterations to the
  demised premises shall be made only upon Lessor's prior written consent,  in a
  manner and upon terms and conditions  reasonably acceptable to Lessor, and the
  work shall be performed by  contractors  or  subcontractors  first approved by
  Lessor,  which  approval  shall not be  unreasonably  withheld.  Title to such
  structural  additions and alterations shall  automatically  vest in the Lessor
  upon the making of the same  without  payment  from  Lessor and be subject and
  subordinate to any and all  encumbrances  incurred by Lessor as to the demised
  premises,  and shall at the option of Lessor  upon  expiration  or any earlier
  termination of the Lease and any renewal  hereof,  whichever is last to occur,
  either  remain upon and be  surrendered  with the  demised  premises as a part
  thereof  at such  time,  or as to any and all work for  which  Lessor's  prior
  written consent was required and which approval was  specifically  conditioned
  on restoration, be removed from the demised premises by Lessee and the demised
  premises restored by Lessee to the condition existing next prior to the making
  of the same.

             (10) LESSOR'S ALTERATIONS AND IMPROVEMENTS

               (a) Lessor hereby agrees to provide,  at its cost and expense, on
or before April 1, 1986, the  improvements to the demised premises in accordance
with the  description  of the  improvements  to be made set  forth on  Exhibit B
annexed hereto, incorporated herein and made a part hereof. Included in Lessor's
alterations  is a wall to be erected  separating  Lessee from  Roytype,  another
tenant of Lessor in the  building  of which  the  demised  premises  are a part.
Lessee agrees to pay for one quarter of the cost (not to exceed  $20,000) of the
erecting of said wall and Lessor will pay for  three-quarters  (3/4) of the cost
of the  erection of the wall.  For  purposes of this Lease the term "cost of the
erecting  of said wall"  shall mean the actual  aggregate  third  party cost and
expense of erecting the required  demising wall in compliance with  governmental
requirements.  If during  the term of this  Lease and any  renewal  hereof,  any
governmental authority requires that certain additional  improvements be made to
the demised premises because of the nature of the materials Lessee is storing on
the demised premises,  Lessee agrees that it will pay one-half (1/2) of the cost
of such  improvements  and Lessor agrees that it will pay one-half  (1/2) of the
cost of such improvements. Lessee further agrees that the payment of its cost of
the erecting of said wall shall be made ten days after bills have been submitted
to Lessee by Lessor.  Lessee  agrees  that in the event that Lessor is unable to
complete  the  improvements  on the date set forth in this  paragraph,  that any
claims that Lessee may assert are limited to claims for  monetary  damages  (and
rights of self help) and nothing  herein can be construed as providing to Lessee
a right to  terminate  this lease based upon  Lessors'  failure to complete  the
improvements in accordance with this Paragraph 10a.


               (b) Lessor  hereby  reserves  the right at any time to enter upon
demised  premises  (subject  to the  provisions  of Section 22 hereof)  and make
alterations  or  additions  thereat  or to any or all of the site  improvements,
buildings,  improvements,  or personality  comprising a part thereof;  but in no
event shall the Gross Rentable Area of the demised  premises under this Lease be
diminished  by Lessor to less than that demised at the time of execution of this
Lease,  and in no event shall any change or alteration  in the demised  premises
interfere with any permitted use of the demised premises by Lessee.

         11) SIGNS

               Lessee  will not place,  maintain,  display,  or mount at, on, or
about the outside of the building or any exterior door, wall, window, or portion
of the demised  premises,  nor suffer the same to be done,  any sign,  awning or
canopy,  advertising  display,  decoration,  lettering or advertising matter, or
other thing of any kind,  without the  expressed  written  permission  of Lessor
which will not be  unreasonably  withheld.  Lessee  hereby  unconditionally  and
irrevocably  authorizes  Lessor to enter upon the  demised  premises at Lessee's
expense and without liability or penalty. And to remove anything in violation of
the provisions of this paragraph.

       12)  UTILITIES

               (a) Lessor shall  furnish,  install,  hook up, and be responsible
for metering.  Lessee shall promptly pay its pro rata share of all bills, costs,
expenses, charges, assessments, meter charges, fuel adjustments,  penalties, and
interest as to the same as or when the same become due or payable, including but
not limited to heat,  oil, water and sewer,  hot water,  gas,  electricity,  air
conditioning,  telephone,  garbage disposal, fire hydrant maintenance charge and
any and all other  services  or  utilities  supplied to or consumed at or in the
demised  premises  throughout  the term of this  Lease  and any  renewal  hereof
whether or not  measured  by meter;  and in the event said costs,  charges,  and
expenses  shall not be paid when due,  Lessor shall have the right,  without any
obligation,  to advance and pay the same for Lessee,  and such amounts  shall be
paid and  reimbursed to Lessor by Lessee within fifteen (15) days next following
Lessor's demand therefor, and be deemed and be additional rent under this Lease.
For  purposes of this clause in  computing  the  proration of all of said costs,
charges and expenses,  except oil, the formula to be used shall be a fraction in
which the  numerator  is the  square  footage  leased to Lessee  herein  and the
denominator  shall be the total square footage of the building.  For purposes of
this clause in computing  the  proration  for oil  expenses,  the cost to Lessee
shall be an adjustment that equitably  reflects  Lessee's fair share of said oil
expenses.

                (b) Lessor  shall be  entitled  to  install  in or  through  the
 demised premises, (subject to the provisions of Section 22 hereof) and the Lot,
 and/or the  building in which the demised  premises  are  located,  and repair,
 maintain, and replace pipes,  conduits,  wires, and other utility lines serving
 other tenants of the building in which the demised premises are located.

         (13)  DEFAULT BY LESSEE

               In the event  Lessee  defaults in the full and timely  payment of
  any or all sums payable  under the Lease  whether as annual  rent,  additional
  rent, utilities or service charges premiums or expenses, real estate taxes, or
  any other sum  whatsoever,  and said default  continues  for fifteen (15) days
  after written  notice;  or in the event Lessee defaults in the full and timely
  performance  of any and all terms and  conditions  of this Lease  apart from a
  default  in the full and  timely  payment  of any or all sums due  under  this
  Lease,  and if such default shall continue for fifteen (15) days after written
  notice,  and in the event said  default  cannot  with due  diligence  be cured
  within  said  fifteen  (15) day  period and the  continuance  of which for the
  period  required  for cure will not  subject  Lessor  to the risk of  criminal
  liability or termination  of any lease or foreclosure of any mortgage,  Lessee
  shall not be in default under this Lease if Lessee  commences such cure within
  said fifteen (15) day period and thereafter diligently prosecutes such cure to
  completion;  or in the event Lessee  vacates the demised  premises or abandons
  the demised  premises  of this Lease or any of its  obligations  hereunder  or
  removes a substantial  portion or all of its fixtures or furnishings  from the
  demised premises;  or if Lessee does anything constituting a default under the
  section of this Lease relating to Lessee's Bankruptcy, then in any or all such
  events  Lessor shall be entitled to exercise  any and all remedies  under this
  Lease and/or those available at law and/or equity with respect to such default
  or  defaults,  and those  remedies  shall  include  and not be  limited to the
  following:

                (a)  Any  and all  other  remedies  available  in the  State  of
  Connecticut  at law  and/or  equity  to  recover  possession  of  the  demised
  premises,  remove Lessee and its  personality  therefrom,  and recover damages
  from Lessee as to the balance of the Lease term described in the Lease; and/or

                (b) Whether as agent for the Lessee or for Lessor's own account,
  the right in its discretion  (but not the obligation) to enter in and upon the
  demised  premises and clean up, repair,  remodel,  and do or make *any and all
  other  commercially   reasonable  preparation  of  the  demised  premises  for
  rerental,  advertise for and obtain a tenant for the same whether  directly or
  through brokers or otherwise,  and rerent the demised  premises on the same or
  other terms and/or other terms  and/or  conditions  as contained in the Lease;
  and, if as agent for the Lessee, then to recover from Lessee any and all costs
  and expenses of the foregoing and/or any deficiency in annual rent, additional
  rent,  and other sums  payable  under the Lease by Lessee had Lessee  duly and
  timely  performed  all  terms  and  conditions  of the Lease on its part to be
  performed  throughout  the entire term of the Lease;  and, if for Lessor's own
  account,  then to recover  any and all costs and  expenses  of the  foregoing;
  and/or

               (c) To terminate the Lease by an additional  written notice of no
less than five (5) days to Lessee to that effect (sent  registered  or certified
mail) in the  event  any or all of the  above-described  defaults  are not fully
remedied within any grace period (if any) expressly  provided above,  and, if no
time is so  provided,  then to  terminate  the  Lease  by such  notice  upon the
issuance of the notice;  and to recover from Lessee any and all damages to which
Lessor  would be  entitled at law and/or  equity  under the laws of the State of
Connecticut; and/or

               (d)  To  seek  and  obtain  any  and  all  provisional  remedies,
ancillary  remedies,  and/or  equitable  relief by  summary  proceedings  and/or
actions at law and/or equity to restrain or enjoin  Lessee from any  threatened,
anticipated,  committed, existing, continuing, or repeated breach or breaches of
the Lease,  and/or to require Lessee to perform or specifically  perform any and
all terms or conditions of the Lease on Lessee's part to be performed, and/or in
aid of any other  remedy  sought by Lessor  under  this  Lease or at law  and/or
equity and at the option of Lessor,  to take physical  possession of any and all
property,  equipment,  goods,  supplies,  raw  materials and inventory of Lessee
located on the demised  premises to satisfy any  judgment  Lessor  might  obtain
against Lessee for any default set forth herein; and/or

                (e) To recover any and-all  damages  from Lessee to which Lessor
  shall be  entitled  with  respect  to any breach or  breaches  of the Lease by
  Lessee and/or  termination  of the Lease and/or of Lessee's  occupancy  and/or
  possession  of the demised  premises by reason of Lessee's  breach or breaches
  thereof,  together  with  interest at the maximum legal rate allowed by law in
  the State of Connecticut,  any and all costs,  expenses,  statutory costs, and
  other sums allowed by such law, and reasonable attorneys' fees with respect to
  any and all such  events,  remedies,  actions,  litigations,  and/or  appeals;
  and/or

               (f) To recover from Lessee the difference, if any, at the time of
a  termination  of the Lease  between the amount of rents and other sums payable
under  the  Lease  for the  remainder  of the  stated  term as  compared  to the
reasonable rental value at that time of the demised  premises,  if less, for the
remainder of the stated term;  provided,  however,  Lessor has made an effort to
mitigate damages in a commercially reasonable manner; and/or

               (g) To perform  any and all of the terms and  conditions  of this
Lease on Lessee's part to be performed at Lessee's  cost and expense,  and enter
upon the demised premises for such purpose, if so required,  to perform the same
(except  for  payment of annual  rent) in the event  Lessee  fails or refuses to
perform the same within ten (10) days next following  written notice from Lessor
to Lessee  demanding  the same;  provided that in the event  physical  damage is
immediately  threatened to the demised  premises as from flood,  fire, gas leak,
water  leak,  pipe  bursting,  or the  like,  no  notice  or demand by Lessor is
required,  and Lessee shall fully  reimburse and pay to Lessor any and all costs
and/or expenses incurred by Lessor as to such selfhelp together with any and all
attorneys' fees and/or costs of litigation  required to enforce  Lessor's rights
hereunder.

               (h) The remedies set forth in this Lease are  cumulative  and not
exclusive  and are in  addition  to and  not in  substitution  for any  remedies
available at law or equity.

         (14) BANKRUPTCY

                At any time during the term of this Lease,  whether  prior to or
after Lessee takes occupancy or possession of the demised  premises,  or' before
or after the date of  commencement of rent, in the event Lessee files or suffers
the  filing  of  any  writ  or  petition  or  proceedings  in  bankruptcy,   for
Reorganization,  for an  Arrangement,  for an  assignment  for  the  benefit  of
creditors,  or for the appointment of any receiver or trustee, under any federal
or state law or other  governmental  authority or makes or suffers any transfer,
assignment,  conveyance,  sale,  pledge,  or disposition of all or a substantial
portion of its  furnishings  or fixtures;  or removes or transfers a substantial
portion or all of its furnishings or fixtures from the demised  premises;  or in
the event of any levy,  execution,  or foreclosure  upon, at, or with respect to
the estate, property, personality, rights or interest of Lessee in, under, or to
this  Lease  and/or  the  demised  premises;  each  and  all of such  events  or
occurrences  shall  constitute  and shall be deemed to constitute a material and
substantial  default in the Lease by Lessee,  and this Lease shall at the option
of Lessor (exercised in its discretion) be terminated and cancelled by reason of
such default or  defaults,  and Lessor shall be entitled to exercise any and all
remedies at law and equity and/or under this Lease with respect  thereto and, in
addition thereto and not in substitution  thereof,  also be entitled to exercise
any or all of the remedies elsewhere  described under this Lease as to a default
by Lessee.

             (15) INSURANCE

                    (a) At its own cost and  expense,  Lessee  shall  obtain and
      maintain  throughout  the term of this  Lease and any  renewal  hereof the
      following insurance coverage:

     (i) Comprehensive  general liability  insurance  insuring Lessor and Lessee
     against  injury to persons or  property  occurring  in or about the demised
     premises,  or arising out of  ownership,  maintenance,  use,  or  occupancy
     thereof,  with minimum limits of at least  $1,000,000 for any one event and
     $500,000 for injury to any one individual,  and property  damage  insurance
     with  minimum  limits  of at  least  $500,000,  each  to be  written  on an
     occurrence basis.

     (ii)  All risk  insurance  including  and not  limited  to  fire,  extended
     coverage, vandalism and maliciou's mischief insurance,  covering all of the
     Lessor's  building  and  improvements  and  any  and  all of  the  Lessee's
     improvements,  equipment,  trade fixtures,  tools, inventory,  and personal
     property in, at, or about the demised  premises,  in the full amount of the
     replacement  cost of any and all of the same.  Lessor  agrees  that it will
     reimburse  to Lessee a pro rata share of Lessee's  cost for such  insurance
     coverage on Lessor's  building and  improvements as and when billed for the
     same,  which  billing  will  furnish  reasonable  detail as to the forms of
     coverage carried and the costs and expenses as to the same, and set forth a
     calculation  of  Lessor's  pro rata share of such costs and  expenses.  For
     purposes of this insurance

<PAGE>


     cost reimbursement,  Lessor's pro rata share shall equal 100% less Lessee's
     pro rata share expressed as a percentage.

     (iii) Worker's  Compensation Coverage and all other insurance coverages for
     employees, agents, servants, and others at or about the demised premises in
     compliance with any and all applicable governmental authorities.

     (b) Lessee  shall not use,  keep,  sell,  or offer for sale at the  demised
     premises any article or  substance,  nor do or permit  anything to be done,
     which shall increase  insurance premiums with respect to all or any part of
     the demised premises or the building of which they are a part.

     (c) All  insurance  to be  procured  by Lessee  under this  Lease  shall be
     obtained from financially  responsible companies licensed to do business in
     Connecticut  and rated at least A+ Class XV in Best's  Insurance  Guide (as
     amended to date),  and the content of the policies and companies from which
     the same are obtained shall be subject to Lessor's prior approval exercised
     in its discretion  with  obligation.  Any and all such policies shall be in
     the names of Lessor,  Lessee,  and  mortgagees  as to the  property  and/or
     improvements,  as their respective  interests may appear,  and the policies
     shall be  non-cancellable as to Lessor, and mortgagees by reason of any act
     or  omission  as  negligence  of  Lessee,  and in no event  shall  any such
     policies be cancelled or  cancellable  for any reason  without at least ten
     (10) days prior written notice to Lessor from the insurer.  Binders for any
     and all  coverages  to be obtained by Lessee  shall be  delivered to Lessor
     upon Lessee's  execution of this Lease,  and the original  policies and any
     endorsements  thereof or certificates of insurance or blanket policies with
     detailed coverages shall be promptly  delivered to Lessor thereafter,  with
     renewals in each instance  delivered to Lessor within twenty (20) days next
     prior to expiration of such coverage.  In the event Lessee fails or refuses
     to obtain and maintain  any or all of the  foregoing  coverages,  or in the
     event  Lessor in its  discretion  elects to obtain and  maintain any or all
     such  coverages  at  Lessee's  expense,  Lessor  may obtain any or all such
     coverages and Lessee shall promptly and fully reimburse  Lessor for any and
     all premiums, costs, and expenses paid or incurred by Lessor in that regard
     within five (5) days next following  issuance of Lessor's invoice to Lessee
     for the same.  Any policy  which does not name  Lessor as an insured  shall
     contain an express  waiver of  subrogation  against  Lessor,  its officers,
     employees, agents, and other representatives. Lessee hereby releases Lessor
     of and from any and all  liability  for any cause or thing to the extent of
     any  insurance  coverage  which  Lessee is required to maintain  under this
     Lease and for any event or less not covered by such coverage.

     (d)  Lessor  shall  also be  entitled  at any time and from time to time to
     elect to carry  insurance  coverage  upon the demised  premises  and/or the
     building,  improvements,  in  addition  to and  apart  from  any  insurance
     coverages  carried or required to be carried by Lessee as to such property,
     and Lessee shall contribute to Lessor as additional rent under this Lease a
     pro rata  share of any and all  costs and  expenses  of such  coverages  so
     carried  by Lessor as and when  billed  for the same,  which  billing  will
     furnish reasonable detail as to the forms of coverage carried and the costs
     and expenses as to the same,  and set forth a  calculation  of Lessee's pro
     rata share of such costs and expenses.

     (e) Lessor and Lessee and all parties  claiming under them hereby  mutually
     release and discharge each other from all liability, whether for negligence
     or  otherwise,  in connection  with loss covered by any insurance  policies
     which the releasor  carries with respect to the building,  demised premises
     or any  interest  or  property  therein  or  thereon  (whether  or not such
     insurance  is required  to be carried  under this  Lease),  but only to the
     extent that such loss is  collected  under said  insurance  policies.  Such
     release is also conditioned upon the inclusion in the policy or policies of
     a  provision  whereby  any such  release  shall not  adversely  affect said
     policies or prejudice any right of the releasor to recover thereunder. Each
     party agrees that its  insurance  policies will include such a provision so
     long as the same shall be  obtainable  without extra cost, or if extra cost
     shall be charged therefor, so long as the Lessee shall pay such extra cost.

         (16) NOTICES

     All  notices to be given  hereunder  shall be in writing and  delivered  by
     registered  or  certified  mail,  addressed to the Lessor in care of Howard
     Nelson,  29  Broadway,  New  York,  New  York,  10006 and in care of Howard
     Nelson, 50 Close Road, Greenwich,  Connecticut 06830, and to the Lessee, at
     the demised premises with a copy to Attention:  General  Counsel,  375 Park
     Avenue,  New York,  New York 10152,  or to such other address as such party
     shall  from time to time  designate  by  written  notice to the other  sent
     registered or certified  mail.  Notices will be deemed  properly given upon
     receipt.

        (17) CONDEMNATION

     (a) If, prior to  commencement  of rent or otherwise,  the entire parcel of
     which the demised premises are a part shall be taken under any condemnation
     or eminent  domain  proceedings  (each such  occurrence  being  hereinafter
     referred to as a "Taking") by any  governmental  authority  during the term
     hereof,  or in the event  twenty-five  percent (25%) or more of the demised
     premises is taken in any such  proceedings and the remaining  portion shall
     not be  suitable  or  adequate  (in the  reasonable  opinion  of the Lessee
     exercised in good faith) for the uses  described in this Lease,  and Lessee
     notifies  Lessor  of  such  determination  within  thirty  (30)  days  next
     following the taking of physical  possession of such portion of the demised
     premises by the  governmental  authority or the date upon which title vests
     in the  Taking  authority,  whichever  is first to occur,  then in any such
     event  this  Lease  and the  term  hereof  shall  terminate  as of the date
     physical  possession of the property is taken by the Taking authority,  and
     Lessee  shall be liable  for the  payment of 'rent and  performance  of the
     other terms and  conditions  of this Lease on Lessee's part to be performed
     only up to the date of such  termination,  and any rent paid in advance for
     periods  following such date shall be apportioned and promptly  refunded to
     Lessee.

     (b) If less than the  entire  parcel of which the  demised  premises  are a
     part, or less than twenty-five percent (25%) of the demised premises, shall
     be acquired or taken by condemnation or eminent domain as aforesaid,  or if
     the  mortgagee  of the  property  taken shall not make the  proceeds of any
     awards or payable as to the Taking  available for restoration and repair of
     vie balance of the  property,  or in the event the Taking occurs within the
     last  twenty-four  (24) months of the Lease term (or of a renewal  term, if
     any), Lessor shall be entitled to terminate this Lease without liability by
     reason of such  Taking.  If Lessor does not so terminate  this Lease,  this
     Lease shall not cease and  terminate  and Lessor shall  rebuild and restore
     the demised  premises as nearly as possible to the condition  existing next
     preceding such Taking,  with due allowance for the portion so taken; Lessee
     shall promptly restore or repair any improvements made by it in the demised
     premises;  and this Lease  shall be and remain in full force and effect and
     be  unaffected by the Taking,  except that from the date  possession of the
     taken portion of the demised  premises is acquired by the Taking  authority
     the rate of rent under the Lease shall be diminished by a percentage  equal
     to the  'percentage of the demised  premises so taken.  The  restoration or
     repair work to be done by Lessee shall be done subject to any and all terms
     and conditions  elsewhere set forth in this Lease governing  alterations or
     work on Lessee's part to be performed.

     (c) Lessor  will seek to have any  mortgagee  of the  building  housing the
     demised  premises  provide for  application  of the  proceeds of any Taking
     awards to restoration,  repair,  and  reconstruction of the portion of such
     property  remaining  after the  Taking.  Notwithstanding  the amount of the
     land, building,  or improvements taken by condemnation or eminent domain or
     the termination or continuance of this Lease with respect  thereto,  Lessee
     shall not  participate or share in any recovery,  award, or damages payable
     or paid as to such Taking, nor have or assert any right, claim, or cause of
     action  against  Lessor,  or  mortgagee  of the  dernised  premises  or the
     governmental  authority  making  such  Taking  whether  for the loss of, or
     diminution  in  value of the  unexpired  term of this  Lease,  or as to the
     Taking of any such land,  building,  and/or improvements or otherwise;  and
     Lessee for itself and its successors and assigns hereby waives, surrenders,
     and releases to Lessor any and all claims or rights to claim or receive all
     or any portion of any and all recovery,  awards,  and/or damages as to such
     Taking.  In the event this Lease is  terminated  or terminates by reason of
     such Taking,  the provisions of the Lease applicable upon expiration of the
     Lease shall govern the parties.

     (d) If permitted by statute,  Lessee may assert a separate and  independent
     claim for and recover  from the Taking  authority,  but not from Lessor any
     compensation  as may be separately  awarded or recoverable by Lessee in its
     own name and  right  for any  damage  to  Lessee's  portable  fixtures  and
     equipment,  or on account of any expenses  which it shall incur in removing
     its merchandise,  furnishings, and equipment from the demised premises, but
     in no event shall any such claims or  recoveries  be claimed or asserted in
     the  event the same  would,  may,  or shall  diminish,  offset,  or bar any
     damages,  recovery,  or award to  Lessor  or the fee  owner of the  demised
     premises.

               18) HAZARD LOSS OR DAMAGE

     (a) Lessor shall not be liable for any loss,  theft,  or damage to property
     of Lessee or others located on, at, or about the demised premises,  nor for
     any  injury or damage to  persons  or  property  resulting  from any event,
     hazard, or Act of God including but not limited to fire, explosion, falling
     plaster, steam, gas, electricity, water, rain, snow or leaks of any natural
     or manufactured substance from any part of the demised premises or from the
     pipes,  appliances,  or plumbing or from the roof, street or sub-surface or
     from any other place or by any other damage or cause of whatsoever  nature,
     nor for any personal  injury or property  damage caused by other lessees or
     persons in or about the demised premises,  or caused during construction of
     any  private,  public,  or  quasi-public  work.  All  personal  property or
     improvements of Lessee at or about the demised premises shall be installed,
     used, or enjoyed at the risk of Lessee, and Lessee shall defend,  indemnify
     and hold Lessor  harmless  from any and all claims  and/or causes of action
     pertaining  to or  arising  out of damage to the  same,  including  but not
     limited to subrogation claims by Lessee's  insurance carrier.  Lessee shall
     give immediate notice to Lessor,  promptly confirmed in writing, of any and
     all of the following  occurring at or with respect to the demised premises;
     fires,  other  casualties,  accidents,  or  vandalism;  and any  disrepair,
     removal, damage, or defects as to any fixtures,  equipment, or improvements
     in or about such property. In the event the repair or reconstruction of the
     demised premises,  in the estimation of an independent  contractor selected
     by the Lessor and reasonably satisfactory to the Leasee, shall require more
     than 120 days to  complete  or,  if  estimated  to take less than 120 days,
     actually  takes more than 150 days to complete  Leasee shall have the right
     to terminate this Lease on ten days prior written notice to Lessor.

     (b) Lessor will seek to have the first mortgage of the demised premises, if
     any,  provide for  application  of hazard  insurance  loss  proceeds to the
     repair or  reconstruction  of the demised  premises  upon any hazard  loss.
     Subject to the mortgagee (if any) at the demised premises making the hazard
     loss insurance  proceeds  available for restoration and to Lessor's receipt
     of such proceeds for that purpose, the Lessor shall repair, reconstruct, or
     cause  to  be  repaired  or  reconstructed,  such  damage  or  destruction.
     Notwithstanding the foregoing,  in the event such hazard loss occurs within
     the last  twenty-four  (24) months of the term of the Lease,  or within the
     last  twenty-four (24) months of the Renewal Term (if any) of the Lease, or
     if the said mortgagee shall not make the insurance loss proceeds  available
     for  repair  or  restoration,  Lessor  shall not be  required  to repair or
     reconstruct the demised premises and shall notify Lessee within thirty (30)
     days next  following  such hazard loss,  of its  election in this  respect;
     provided, however, in order for Lessor to effectively exercise its election
     not to restore the demised  premises after such casualty,  Lessor must also
     elect not to restore any other premises in the Building  similarly affected
     by the casualty.

     In the event the damage or  destruction  to the demised  premises  shall be
     restored by Lessor, this Lease shall not terminate, however, there shall be
     an  equitable  abatement  of rent and other sums  payable  under the Lease.
     Lessee shall,  at its cost and expense,  restore,  repair,  and replace any
     improvements  in the demised  premises made by Lessee as nearly as possible
     to the condition  existing next prior to such damage or destruction,  using
     materials of an equal or better quality than the original, and also restore
     and repair,  or replace,  any of its  equipment,  fixtures,  or furnishings
     damaged or destroyed  by the  casualty  occurrence.  Such  restoration  and
     repairs shall be commenced by Lessee promptly, be prosecuted with diligence
     and  continuously  until  completed,   and  be  performed  in  a  good  and
     workmanlike  manner and in compliance with all applicable fire underwriting
     and governmental  authorities,  and subject to the provisions of this Lease
     relating to any work or alterations by Lessee.  Any restoration and repairs
     required or undertaken (whether or not required) by Lessor after a casualty
     shall be prosecuted with diligence and continuously  until completed and be
     performed  in a good and  workmanlike  manner  and in  compliance  with all
     applicable fire underwriting and governmental authorities.

     If Lessor elects not to repair or reconstruct  the damage or destruction to
     the demised  premises,  Lessee shall be entitled to terminate this Lease as
     of the date of said hazard  loss  without  liability  on the part of either
     party herein,  and any rent paid in advance by Lessee to Lessor for periods
     after the date of such cancellation  shall be pro rated to the date of such
     termination of the Lease and an appropriate refund thereof (if any) made by
     Lessor to Lessee.  Upon such  termination,  this Lease and the term  hereof
     shall  cease and come to an end and Lessee  shall  fully pay and satisfy to
     Lessor any and all rent and other sums payable by Lessee under the Lease up
     to the date of such  termination  and  promptly  vacate and  surrender  the
     demised premises to Lessor.

         (19) EXPIRATION OR TERMINATION

     Upon the expiration  date or any earlier  termination of this Lease and any
     renewal  hereof,  whichever  last  occurs,  Lessee shall at its own expense
     promptly  surrender and deliver the demised premises to Lessor broom clean,
     in good  order  and good  repair  (normal  wear  and  tear by the  elements
     excepted),   removing   all  of  its  personal   property   and   leasehold
     improvements,  and also removing any alterations,  installations,  work, or
     additions to the premises as required  Lessor's  prior written  consent and
     which consent was specifically conditioned on restoration and are requested
     by Lessor;  and Lessee shall forthwith fully repair and restore the demised
     premises with respect to any damage  therein or thereat  whether  resulting
     from  removal  of  Lessee's  personality  or  improvements  or  its  use or
     occupancy  or  otherwise;  fully  pay and  satisfy  any and all  costs  and
     expenses for any damage caused by any such  removal.  and fully pay any and
     all sums to Lessor  remaining  to be paid by Lessee under the terms of this
     Lease.  Notwithstanding the foregoing  provisions,  if Lessee shall fail or
     refuse to promptly do or perform any or all of the foregoing,  Lessor shall
     be  entitled  at its option in its  discretion  to enter  upon the  demised
     premises by force or otherwise without  liability to Lessee,  and to effect
     such removal  and/or  repairs for and at the expense of Lessee,  and Lessee
     shall  fully pay and satisfy any and all costs,  expenses,  and  attorneys'
     fees of Lessor as to the same and as to recovery  of such sum from  Lessee,
     and Lessee hereby  waives  demand and notice of every kind and  description
     whatsoever with respect to Lessor obtaining possession of said premises. If
     Lessee  remains in possession  of the demised  premises or any part thereof
     after  the  described  date of  expiration  of the term of the Lease or any
     subsequent  renewal  or  extension  thereof,  or after  five (5) days  next
     following  any  earlier  termination  of the Lease by  Lessor,  Lessor  may
     exercise any remedies  available at law or equity as to such holding  over,
     and/or any or all of the  remedies  set forth in this Lease as to  Lessee's
     defaults. Notwithstanding expiration or termination of the Lease, and prior
     thereto  throughout  the term of the Lease  and any  renewal  or  extension
     thereof,  Lessee shall defend, hold harmless,  and indemnify Lessor against
     any  and  all  claims,  causes  of  action,  damages,  judgments,   losses,
     liability, costs, expenses,  attorneys' fees, and penalties arising from or
     out of  any  act,  event,  damage,  omission,  destruction,  loss,  injury,
     negligence, or occurrence in, at, or about the demised premises, or the use
     or occupancy of Lessee of all or any part thereof,  or occasioned wholly or
     in  part by any  act,  omission,  or  negligence  of  Lessee,  its  agents,
     contractors,    invitees,    guests,    employees,    servants,    lessees,
     concessionaires, or others under its direction or control, or with' respect
     to this Lease;  the negligent  acts of Lessor,  Lessor's  agents,  servants
     and/or employees are expressly excluded from Lessee's  obligations pursuant
     to this paragraph.  Lessee shall also pay to and reimburse Lessor as to any
     and all costs,  expenses,  and attorneys' fees that may be incurred or paid
     by Lessor in  enforcing  any terms or  conditions  of this  Lease.  Nothing
     herein shall preclude  Lessee from seeking  indemnity from other tenants of
     Lessor. In connection with any indemnity by Lessee hereunder, Lessor agrees
     to give Lessee  prompt  notice of any claim upon which any indemnity may be
     based and Lessee may defend  said claim by counsel of  Lessee's  choice and
     Lessor shall not settle such claim without prior written consent of Lessee,
     which prior written  consent  shall not be  unreasonably  withheld.  Lessor
     agrees that Lessor will exercise all indemnity  rights  available to Lessor
     pursuant to other  leases  relating  to the  building.  Lessor  agrees that
     Lessee's  obligations to indemnify  Lessor  pursuant to this paragraph (19)
     shall only be exercised to the extent insurance coverage is not available.

        (20) ASSIGNMENT AND SUBLETTING

     Lessee  may not  assign  this Lease in whole or part or sublet a portion or
     all of the demised premises,  without Lessor's prior written consent, which
     consent shall not be unreasonably  withheld. In the event of any assignment
     or  subletting,  any rental or  additional  rental that is in excess of the
     aggregate  of (a) the amounts due from Lessee to Lessor  hereunder  and (b)
     costs and expenses  incurred by Lessee in connection with the  consummation
     of any such assignment or subletting, shall be paid to Lessor when they are
     paid to Lessee.  Any  attempt to assign or sublet in  contravention  of the
     terms  herein  shall  be void  and  without  force or  binding  effect  and
     constitute a material breach of the Lease. Nothing herein shall prevent the
     Lessee from  assigning  this Lease in whole or in part or subletting all or
     any part of the demised  premises  without  the prior  consent of Lessor to
     subsidiaries  and  affiliates of Lessee or Guarantor,  expressly  provided,
     however, that Lessee and the Guarantor shall continue to be obligated under
     this Lease and the Guaranty annexed hereto. For purposes of this paragraph,
     a consolidation or merger by Lessee or the sale of all or substantially all
     of the assets of Lessee shall not be construed as an  assignment  and shall
     not require  Lessor's  consent or otherwise be subject to the provisions of
     this Section 20. Commencing on the Additional Space Date, Lessee shall have
     the right to sublet up to, but not exceeding,  in the  aggregate,  the same
     25,494 square feet, of the demised  premises,  which will become subject to
     the  terms  of this  Lease on the  Additional  Space  Date as set  forth in
     Section 2 of this Lease, without Lessor's prior written consent and without
     being  required to pay to Lessor any excess  rental  pursuant to the second
     sentence of this Section 20.

        (21) PAYMENT OF TAXES

     (a) By "real estate  taxes" the parties to this Lease mean any and all real
     estate taxes, charges, and assessments,  extraordinary as well as ordinary,
     levied,  imposed, or assessed during the term of this Lease by governmental
     authorities  upon or attributable  to the demised  premises and any and all
     personality installed in or about the same by Lessor and Lessee.

     (b) Commencing on March 1, 1986, for the term March 1, 1986 to February 28,
     1987,  Lessee shall pay to Lessor the real estate  taxes  imposed as to the
     entire  demised  premises  as shown on  Exhibit  A, as and when  billed  by
     Lessor;  and all such sums on Lessee's part to be paid  hereunder  shall be
     deemed and be  additional  rent,  and be payable  within ten (10) days next
     following Lessor's billing of the same.  Lessee's payment of taxes shall be
     calculated  according  to the  ratio  borne by the Gross  Rentable  Area of
     Lessee's demised premises to the Gross Rentable Area of the entire building
     of  which  the  demised  premises  form a part.  Lessee  agrees  that it is
     responsible  for the payment of 44.44 per cent of such taxes.  In the event
     the Lessor  shall desire to contest the validity or amount of any such tax,
     the Lessor may defer  payment  thereof  as long as the  validity  or amount
     thereof  shall be  contested  by the  Lessor  in good  faith  and by proper
     proceedings.  The Lessor may also make payments  under protest or take such
     other steps with regard to said tax as will not prejudice  its  opportunity
     to successfully  contest the validity or amount thereof.  The Lessee agrees
     to render the Lessor  full  assistance  timely and  without  expense to the
     Lessor in contesting the validity or amount of any such tax,  including but
     not limited to joining in and  signing  any  protest or pleading  which the
     Lessor may deem it advisable to file,  provided,  Lessor will not incur any
     expenses on behalf of Lessee without  Lessee's prior  approval.  Should any
     rebate be made on  account  of any tax, a portion of which has been paid by
     the Lessee to the Lessor hereunder, the Lessor shall refund to the Lessee a
     proportionate  share of such rebate to the extent of the amount paid by the
     Lessee to the Lessor,  less any and all legal  fees,  costs,  and  expenses
     incurred by Lessor in such contest  and/or in obtaining  such rebate,  said
     proportionate share to be computed in the same manner in which the Lessee's
     payments  to the  Lessor  hereunder  are  computed.  1% 1 1917  and for the
     remainder of the term

     (c) Commencing on the Additional  Space Date, and for the remainder of this
     Lease,  Lessee shall pay to Lessor the real estate taxes  imposed as to the
     entire demised premises, as and when billed by Lessor;  provided,  however,
     in the event that the  Additional  Space Date has not  occurred by March 1,
     19876, Leasee shall pay the real estate taxes as set forth in Section 21(b)
     of this Lease until the occurrence of the time the real estate taxes as set
     forth in this  Section  21(c) shall be paid.  and all such sums on Lessee's
     part to be paid  hereunder  shall be deemed and be additional  rent, and be
     payable within ten (10) days next following  Lessor's  billing of the same.
     Lessee's payment of taxes shall be calculated  according to the ratio borne
     by the Gross  Rentable  Area of Lessee's  demised  premises to the Gross Re
     table Area of the entire  building  of which the  demised  premises  form a
     part.  Lessee  agrees that it is  responsible  for the payment of 58.69 per
     cent of such  taxes.  In the event the Lessor  shall  desire to contest the
     validity or amount of any Such tax, the Lessor may defer payment thereof as
     long as the  validity or amount  hereof shall be contested by the Lessor in
     good faith and by proper  proceedings.  The  Lessor may also make  payments
     under  protest or take such other steps with regard to said tax as will not
     prejudice its  opportunity to  successfully  contest the validity or amount
     thereof.  The Lessee agrees to render the Lessor full assistance timely and
     without  expense to the Lessor in contesting  the validity or amount of any
     such tax,  including  but not limited to joining in and signing any protest
     or  pleading  which the Lessor  may deem it  advisable  to file,  provided,
     Lessor  wilI not incur any  expenses on behalf of Lessee  without  Lessee's
     prior approval.  Should any rebate be made on account of any tax, a portion
     of which has been paid by the  Lessee to the Lessor  hereunder,  the Lessor
     shall  refund to the  Lessee a  proportionate  share of such  rebate to the
     extent of amount paid by the Lessee to the  Lessor,  less any and all legal
     fees,  costs,  and expenses  incurred by Lessor in such  contest  and/or in
     obtaining such rebate,  said proportionate share to be computed in the same
     manner in which the Lessee payments to the Lessor hereunder are computed.

     (d) Lessee  shall  promptly  pay  directly  to the  applicable  government;
     authorities,  and prior to any interest or penalties  accruing or being due
     as to.  Such  taxes,  any and all  taxes  with  re  respect  to any and all
     property, or improvement additions or alterations,  real or personal, which
     at any time are made, installed, situated by Lessee or anyone on its behalf
     in, at, on, or about the  demised  premises  including  but not  limited to
     Lessee's alterations, installations, additions' improvements, fixtures, and
     personal property (whether or not title to same shall have vested in Lessor
     by reason of any  provision of this Lease),  and also pay any and all taxes
     with  respect to its Lease and/or  leasehold  estate and any sales taxes or
     the like on any rents or other sums payable by Lessee under the Lease.

     (e) If at any time after the date of this Lease the  methods of taxation of
     real estate prevailing at the date of this Lease shall be altered and there
     shall be levied,  assessed,  or imposed in substitution in whole or in part
     for or in addition to the present general real estate ,axes, a capital levy
     tax,  or a tax upon  revenues  or rents  derived  from  real  estate,  or a
     corporation  franchise  tax,  or any other  tax  howsoever  denominated  by
     whatsoever authority  (including but not limited to any municipal,  county,
     state, or federal  authority)  which shall be measured or based in whole or
     in part upon the value of the property or by the revenues or rents  derived
     therefrom,  then all such taxes  shall be deemed to be included in the term
     "taxes" or "real estate  taxes" for the purposes of this Lease and Lessee's
     obligation  to pay  real  estate  taxes  hereunder.  For  purposes  of this
     paragraph,  the real estate  containing  the  building of which the demised
     premises  are a part,  shall be  treated as the sole real  estate  asset of
     Lessor.

     (f) No capital levy tax,  income tax, gross receipts tax,  franchise tax or
     inheritance  tax  shall be  deemed  a "real  estate  tax"  for any  purpose
     hereunder.

         (22) RIGHT OF ENTRY

     Lessor and its successors,  assigns,  agents,  and designees shall have the
     right to enter into and upon the demised premises upon reasonable notice to
     Lessee at all times during  business  hours for the purpose of examining or
     determining  whether  Lessee is  performing  or abiding by the Lease.  With
     respect to emergencies,  Lessor shall also and in addition thereto have the
     right to enter the demised  premises  at any time  whether or not Lessee be
     present or open for business or the time be during Lessee's business hours.
     Except in case of emergencies,  Lessor shall give Lessee  reasonable notice
     of its intent to enter in and upon the demised premises; the entry shall be
     at  a   reasonable   time;   Lessee  shall  have  the  right  to  have  its
     representative accompany Lessor; any work performed by Lessor shall be in a
     good  workmanlike  manner with minimal  interference to Lessee's  business;
     Lessor shall not cause any diminution of the area of the demised  premises;
     and  Lessor,  after  performance  of its work,  shall  restore  the demised
     premises to a tenantable condition. Lessor shall also have the right within
     six (6)  months  before  the  expiration  of the said term and any  renewal
     hereof to affix to any part of the  damaged  premises,  or to post or erect
     thereat,  a notice offering said premises for rent, and to keep the same so
     affixed, posted, or erected without obstruction,  interference, removal, or
     defacement.

     (23) SUBORDINATION,  ESTOPPEL AND ATTORNMENT This Lease shall be subject to
     any  and  all  recorded  easements,   rights  of  way,   encumbrances,   or
     restrictions,  granted or accepted by Lessor, Lessee agrees that Lessor may
     at any time and from time to time borrow any sum of money,  and/or in whole
     or in part repay,  extend,  increase,  renew,  or modify such borrowings on
     such terms and in such  amounts as Lessor may deem  proper,  and secure the
     same by one or more mortgages,  ground leases,  underlying  leases,  and/or
     sale-leasebacks  as to all or any portion of the demised  premises,  and at
     Lessor's option, exercised in its discretion without obligation, this Lease
     shall be subject  and  subordinate  to any or all of the same and to any or
     all  renewals,  modifications,  replacements,  and  extensions of the same.
     Lessor  shall give Lessee  written  notice of its  exercise or exercises of
     such  option  to have  this  Lease  subordinated,  and no  further  notice,
     consent,  or  instrument  shall  be  required  to  bind  Lessee  as to such
     subordination;  however,  at the  request of Lessor and  without  charge or
     penalty,  Lessee shall execute and deliver to Lessor or its designee within
     five (5) days next following Lessor's submission to Lessee of the same, any
     and  all  instruments,   agreements,   or  certificates  to  evidence  such
     subordination, and Lessee hereby unconditionally and irrevocably designates
     and appoints Lessor as its attorney-in-fact to execute and deliver any such
     instruments  for an on behalf of  Lessee in the fails or  refuses  to do so
     within  such  time.Lessee's  subordination  is  conditioned  upon  Lessee's
     receipt of a  non-disturbance  agreement.  Lessee shall also furnish during
     the term of the lease any and all financial  statements of Lessee requested
     by the holder of any mortgage or mortgages  covering the demised  premises,
     Lessee  shall  attorn to the new owner or  assignee  .upon  such  event and
     accept and acknowledge such person firm, or entity as the Lessor under this
     Lease; and Lessee shall, without charge or penalty and within ten (10) days
     after any request by the Lessor, prepare, execute, acknowledge, and deliver
     to Lessor or its designee an instrument in a form requested,  including but
     not limited to the following:

     (a) the date of this Lease, the date when the term of this Lease commenced,
     and the date when rent commenced to accrue hereunder;

     (b) that this  Lease is  unmodified,  not  amended,  and in full  force and
     effect;  or, if there have been any amendments or  modifications,  that the
     Lease is in full force and effect as so amended or modified and stating the
     amendments or modifications and the dates thereof;

     (c)  based on  Lessee's  actual  knowledge  whether  or not  there are then
     existing  any setoffs or defenses  against  the  enforcement  of any of the
     terms and/or  conditions of the Lease and any  amendments or  modifications
     hereof on the part of Lessee to be performed,  and, if so,  specifying  the
     same;

               (d) the dates, if any, to which the annual rent, additional rent,
and other sums on Lessee's part to be paid  hereunder have been paid and/or paid
in advance;

                (e)     the date of expiration of the Lease term;

                (f)     the rate of rent then payable under this Lease; and

     (g) that,  if true at the time of the request,  Lessee  accepts the demised
     premises and any and all  improvements  in the  condition  then existing as
     being  complete and in accordance  with Lessee's  agreements as to the same
     and in accordance with the Lease, and that Lessee waives any and all claims
     or causes of action  at,  to Like  same as  against  Lessor,  the fee owner
     thereof,  and such new owner or assignee.  Lessor agrees that Lessor shall,
     without  charge or penalty  and  within  ten (10) after any  request by the
     Lessee, prepares execute, acknowledge and deliver to Lessee or its designee
     an instrument in form similar to that required to be delivered by Lessee to
     Lessor or its designee with respect to the matters set forth in (a) through
     (g) above.

        (24) NO BROKERS

     Lessee  represents  and warrants  that no brokers were  retained,  used, or
     referred to with respect to this Lease and/or leasing,  except for Hurwit &
     Simons  Realtors  and that no  claims  based  upon the  acts of  Lessee  or
     Lessee's  agents for  brokerage  commissions  or finder's fees are valid or
     warranted with respect to or in connection with this Lease,  except for the
     claim of Hurwit & Simons Realtors and that it shall defend,  indemnify, and
     hold Lessor harmless from any and all costs, claims or causes of action for
     such  commissions  or fees  made by  anyone  other  than  Hurwit  &  Simons
     Realtors.  Lessor shall pay any  brokerage fee which may be due to Hurwit &
     Simons Realtors.

         (25) WAIVER

     No waiver  by either  party to this  Lease as to any  occurrence  or of any
     condition or term of the Lease shall be  effective  unless it is in writing
     and signed by the waiving currence or of any other condition or term.party,
     nor shall it constitute a waiver by such party as to any repetition of such
     occurrence or as to any other oc

         (26) MECHANICS' LIENS

     Notice is hereby  given  that  Lessor  shall not be liable  for any work or
     materials  furnished to Lessee on credit and no mechanics'  or other.  lien
     for any such .work or material shall attach to or affect Lessor's  interest
     in the demised  premises.  In the event any lien shall at any time or times
     be filed or levied against the demised  premises as to any work,  labor, or
     materials  supplied to Lessee or anybody  claiming  through Lessee,  Lessee
     shall bond,  pay, or vacate the same within twenty (20) days next following
     such filing or levying of the same.

        (27) ADDITIONAL PREMISES

     Lessee agrees that commencing on the Additional  Space Date, the additional
     premises  described in Exhibit C annexed  hereto,  incorporated  herein and
     made a part  hereof,  shall be rented to Lessee and included in the damaged
     premises of this Lease subject to each and every term and condition of this
     Lease.

        (28) EXCULPATION

     Neither Lessor nor any officer,  director,  shareholder,  general  partner,
     limited partner, affiliate,  subsidiary, corporate parent, employee, agent,
     successor, or assign of Lessor shall at any time or times have any personal
     liability  for or under  this  Lease,  and in the event of any  default  by
     Lessor in the  performance  or observance of any of the terms or conditions
     of this  Lease on  Lessor's  part to be  performed,  Lessee  shall  only be
     entitled  to assert  any claim or cause of  action  as to such  default  or
     defaults  against the  building of which the  demised($37,765.36)  premises
     form a part and to recover or realize any remedy,  if  successful,  only in
     rem against such real property.

         (29) SECURITY DEPOSIT

     Lessee shall deposit with Lessor,  concurrently  with the execution of this
     Lease, the sum of Thirty-Seven Thousand Seven Hundred 51xty-Five and 36/100
     Dollars  ($37,765.36)  to be  held  in an  interest  bearing  account  with
     interest  payable to the Lessee  annually and applied by Lessor as security
     for the full and timely  performance  and  observance of any and all of the
     terms and  conditions  of the Lease on Lessee's  part to be  performed  and
     observed.  Lessor in its  discretion  and from time to time and at any time
     shall  be  entitled  to  apply  any  portion  or all of  said  security  to
     reimbursement   or  satisfaction  of  any  and  all  defaults  in  Lessee's
     performance and observance of the Lease and/or any and all damages, losses,
     attorneys' fees, costs or expenses  incurred or to be incurred by Lessor as
     to any  default or  defaults  in the Lease by Lessee,  including  those not
     remedied by Lessee  within the period,  if any,  expressly  provided in the
     Lease for such remedial  action.  Upon Lessor's giving Lessee notice of any
     such  application  of the  security,  Lessee  shall  within  five  (5) days
     thereafter  pay to Lessor a sum  sufficient  to restore  the amount of such
     security de deposit to a total sum of  Thirty-Seven  Thousand Seven Hundred
     Sixty-Five  and 36/100  Dollars  ($37,765.36).  On or before March 1, 1991,
     and/or in the event that Lessee shall lease the additional premises, as the
     case may be, Lessee shall pay to Lessor a sum  sufficient  that will,  when
     added to the  security  then being held by Lessor,  equal two (2) months of
     the  rental  due during the term  and/or  for the  additional  premises  so
     leased. Within fifteen (15) days next following

     expiration  of the term of this Lease,  Lessor  shall  refund to Lessee any
     balance of the security remaining on deposit with Lessor which has not been
     applied to reimbursement or satisfaction of the foregoing items, and Lessor
     shall have no further liability with respect to such security.

     If Lessor  shall cease to be the landlord of the demised  premises,  Lessor
     may deliver the balance of the security  then on deposit with Lessor to its
     successorin-interest  to such premises;  and upon such delivery and written
     notice  to  Lessee   giving   the  name  and   mailing   address   of  such
     successor-in-interest,  Lessor shall have no further liability with respect
     to such security.

             (30) SECURITY SHACK

     Lessee understands that until February 28, 1987, Roytype, another tenant in
     the Lessor's  building of which the demised  premises  are a part,  will at
     Roytype's sole cost and expense  retain and maintain the existing  security
     shack on the exterior grounds.  Lessee further  understands that Roytype is
     entitled to check in and out at the  security  shack all trucks going to or
     from the loading  docks,  including  docks used by Lessee.  Nothing  herein
     shall prevent  Lessee from having access at all times to its loading docks.
     Furthermore,  nothing  herein  shall  prevent  Lessee from  operating  said
     security  shack when Roytype is not operating it or for Lessee to have keys
     to the gates and the security shack.  Lessor further agrees that reasonable
     safety rules will be enforced.

             (31) RENEWAL OPTION

     If this lease shall be in full force and effect and Lessee  shall not be in
     material default beyond any applicable grace period provided herein for the
     cure thereof of any of the covenants and  provisions  hereof,  Lessee shall
     have the right to extend  the term of this lease for one (1) period of five
     (5) years commencing on the termination  date of this lease,  provided that
     it shall give Lessor  written  advance  notice of its election to so extend
     said  term at least  twelve  (12)  months  prior to the  expiration  of the
     original term of this lease. If Lessee shall have exercised the option,  as
     aforementioned,  the  term  of  this  lease  shall  be  extended  for  said
     additional period upon all of the same terms,  provisions and conditions as
     are contained in this lease except as hereinafter  provided.  Commencing on
     March 1,  1997,  and  terminating  on  February  28,  2002,  (provided  the
     Additional Space Date has theretofore occurred,  Lessee shall pay an annual
     rent to Lessor throughout said extended term at an annual rate of Three and
     751100  Dollars  ($3.75)  per  square  foot or Three  Hundred  Ninety-Three
     Thousand  Seven Hundred Fifty and 00/100 Dollars  ($393,751.00)  per annum,
     payable in successive  monthly  installments  of Thirty-Two  Thousand Eight
     Hundred Twelve and 501100 Dollars  ($32,812.50) per month,  without offset,
     deduction,  demand, or abatement whatsoever,  in lawful money of the United
     States which is legal tender for payment of all public or private  debts at
     the time, and paid to Lessor, c/o Howard Nelson, 50 Close Road,  Greenwich,
     Connecticut  06830,  or to such other  payee and at such  other  address as
     Lessor  may from time to time  designate  by  written  notice to the Lessee
     prior to any such payment.

               (32) MISCELLANEOUS

     (a) The captions of this Lease and any table of contents or index set forth
     as part of the Lease are for  convenience  and reference only and shall not
     be deemed or construed to bind, modify, increase, or decrease the terms and
     conditions of this Lease, or any  interpretation  or construction  thereof.
     Any reference in the Lease to the singular or to any gender shall similarly
     apply  to the  plural  or to every  other  gender  if and  when  the  sense
     requires.

     (b) The terms and conditions  contained in this Lease shall apply to and be
     binding  upon the  parties  herein  and  their  respective  successors  and
     assigns, except as expressly otherwise provided.

     (c) This Lease shall be governed by the law of the State of Connecticut and
     shall be deemed to have been made, executed, delivered, and accepted by the
     respective parties in that State.

     (d) In the event any  portion of this  Lease is  determined  by  applicable
     governmental authorities to be against public policy and void, or otherwise
     unenforceable  or  invalid,  Lessor  shall be  entitled to cancel the Lease
     within sixty (60) days next following such  determination by written notice
     to that effect hand  delivered  or sent to Lessee by Lessor by certified or
     registered  mail, and the parties herein shall thereupon be governed by the
     provisions of the Lease relating to surrender of the demised  premises upon
     expiration.  If Lessor does not elect to terminate the Lease, the terms and
     conditions of the Lease,  except for the express provisions  declared void,
     shall continue to govern the parties.

     (e) Lessee shall not record this Lease, and at the request of either party,
     Lessor and Lessee shall execute, acknowledge, deliver, exchange, and record
     at  Lessee's  expense  a Notice  of Lease  or other  short-form  instrument
     permitted under applicable state law and prepared by Lessor.

     (f) This Lease and any and all exhibits and riders attached hereto and made
     a part of  this  Lease  constitute  the  entire  agreement  of the  parties
     concerning  this  Lease,  and  any  and  all  other  or  prior  agreements,
     representations, or warranties are hereby terminated, cancelled, and agreed
     to be void and of no force or effect. No change,  amendment,  deletion,  or
     addition to this Lease shall be  effective  unless in writing and signed by
     the parties.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Lease to be
     executed, delivered,  acknowledged,  and exchanged by their respective duly
     authorized  officers or representatives and their respective seals, if any,
     to be affixed hereto by order of their respective  Boards of Directors,  if
     any, the day and year first above written.

     Signed, Sealed and Delivered in the Presence of` LESSOR:

                                      VERNEL COMPANY, acting herein by
                                      MARKAN SIXTY-NINE CORPORATION,
                                      Genera artner
                                      By

                                      Howard Nelson
                                      Its President


                                      LESSEE:
                                      E. RABINOWE & CO. OF CONN. INC.,
                                      a Subsidiary of
                                      NATIONAL PATENT DEVELOPMENT
                                      CORPORATION

                                      Its Vice President

STATE OF NEW YORK

                        ss.
COUNTY OF NEW YORK

         On this 18th day of February,  1986, before me,  _____________________.
  the undersigned  officer,  personally appeared HOWARD NELSON, who acknowledged
  himself to be the President of MARKAN SIXTY-NINE CORPORATION,  General Partner
  of VERNEL COMPANY and that he as such  President,  being  authorized so to do,
  executed the  foregoing  instrument  for the purposes  therein  contained,  by
  signing the name of the corporation by himself as President.

               In Witness Whereof, I hereunto et my hand and official seal.

                                        Notary Public
                                        My commission expires



STATE OF
                                        SS.
COUNTY OF


               On this 18th day of  February  1986,  before me, the  undersigned
officer,  personally appeared Lawrence M. Gordon, who acknowledged himself to be
the Vice President of E.  RABINOWE& CO. OF CONN.  INC., a subsidiary of NATIONAL
PATENT  CORPORATION,  a corporation,  and that he as such being authorized so to
do, executed the foregoing  instrument for the purposes  therein  contained,  by
signing the name of the corporation by himself as Vice President.

               In Witness Whereof, I hereunto set my hand and official seal.

                                            Notary Public y commission expires



<PAGE>


                                    GUARANTY

        FOR  VALUE  RECEIVED,   The  undersigned   NATIONAL  PATENT  DEVELOPMENT
CORPORATION  (hereinafter  designated as  "Guarantor"),  hereby  unconditionally
guarantees  to  Lessor,  its  successors  and  assigns,   the  full  and  prompt
performance  and  observance by Lessee and its  successors or assigns of all the
terms and  conditions  in the lease  dated  February 1, 1986,  (hereinafter  the
"Lease"),  between  VERNEL  COMPANY,  as Lessor,  and E. RABINOWE & CO. OF CONN.
INC., a Connecticut  corporation,  which corporation is a subsidiary of NATIONAL
PATENT DEVELOPMENT CORPORATION,  as Lessee, on the part of the Lessee thereunder
to be performed or  observed,  and if at any time default  shall be made by said
Lessee or its  successors  or  assigns  in the full and  prompt  performance  or
observance  of any of the terms or  conditions of said Lease on Lessee's part to
be performed or observed, Guarantor will thereupon perform and observe the same,
as the case may be, in place and stead of Lessee,  without demand or notice.  No
waiver, modification,  amendment,  extension of time, indulgence,  forebearance,
release,  or discharge  granted or permitted by Lessor as to any of the terms or
conditions  of said Lease shall release or modify the  obligations  of Guarantor
hereunder, nor shall Lessor be required to give any notice thereof to Guarantor.

         The liability and  obligation of the Guarantor  hereunder to Lessor and
 its  successors and assigns shall not be  diminished,  released,  or in any way
 affected  by:  (a) the  release  or  discharge  of  Lessee  in any  creditors',
 receivership, bankruptcy, insolvency, or other proceedings; (b) the impairment,
 limitation  or  modification  of the  liability  of  Lessee  or its  estate  in
 bankruptcy;  (c) the  existence  or exercise of any remedy for  enforcement  of
 Lessee's liability under the Lease; (d) the limitation or discharge of Lessee's
 liability  under the Lease by reason of the  operation of any present or future
 provisions  of any  Bankruptcy  Statute of the United  States of America or any
 Rules with respect  thereto of any state law and/or  statute or any decision of
 any court,  and/or or the rejection or  disattirmance  of the Lease in any such
 proceedings;  (e) any  assignment  or transfer of the Lease by Lessee;  (f) any
 disability  or other  defense  of  Lessee;  or (g) the  release  from any cause
 whatsoever of the liability of Lessee under the Lease.

         Until all the covenants and conditions of the Lease on Lessee's part to
 be  performed  and  observed  are  fully  performed  and  observed,   Guarantor
 subordinates  any liability or  indebtedness of Lessee now or hereafter held by
 Guarantor to the obligations of Lessee under said Lease.

        This Guaranty  shall apply to the said Lease and to any and all renewals
or extensions thereof.

        Guarantor  hereby  appoints the Secretary of the State of Connecticut as
agent to accept  service of process in any suit against it for alleged breach of
this Guaranty and Guarantor  hereby submits to the jurisdiction of the courts of
the State of Connecticut and the United States of America for the purpose of any
such suit.

        This instrument may not be changed,  modified,  discharged or terminated
orally  or in any  manner  other  than by an  agreement  in  writing  signed  by
Guarantor and the Lessor.

        IN WITNESS WHEREOF, the Guarantor has executed this instrument or caused
this instrument to be executed by its duly authorized  officer this first day of
February, 1986.

Signed, Sealed and Delivered in the Presence of

                                            GUARANTOR:
                                            NATIONAL PATENT DEVELOPMENT
                                            CORPORATION

                                            BY
                                            Its President


<PAGE>


STATE OF
                                        ss.
COUNTY F

              On this  the 18th  day of  February,  1986,  before  me ,  ____the
undersigned  officer,  personally  appeared Jerome I. Feldman,  who acknowledged
himself to be the  President  of  NATIONAL  PATENT  DEVELOPMENT  CORPORATION,  a
corporation, and that he as such Presidnet , being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as President.

              In Witness Whereof, I hereunto se my hand and official seal.

                                             Comissioner of the Superior Court
                                                          Notary Public
                                             My commission expires



<PAGE>


FIVE
STAR.
GROUP

Distributors of home decorating. hardware and finishing products



                                                              July 25, 1994

Mr. Howard Nelson
General Partner
Vernel Company
50 Close Road
Greenwich, CT 06830

Re: E. Rabinowe & Co.

Dear Mr. Nelson:

        The Purpose of this letter is to set-forth  the terms of an amendment to
the Lease, dated February 1, 1986, as amended on October 5, 1989, between Vernel
Company and E. Rabinowe & Co. (the "Lease") with respect to the renewal  option.
All terms,  provisions  and  conditions  contained in the Lease shall remain the
same, except as hereinafter provided.

     1. Lessee is Five Star Group,  Inc. ("Five Star"). On December 31, 1989, E.
     Rabinowe & Co. of Connecticut,  Inc.  merged into Five Star Group,  Inc. E.
     Rabinowe is now a division, not a subsidiary, of Five Star Group, Inc.

     2.  Paragraph 32 - Renewal  Option shall be replaced in its entirety by the
     following:

     If this lease shall be in full force and effect and Lessee  shall not be in
     material default beyond any applicable grace period provided herein for the
     cure thereof of any of the covenants and provisions hereof,  Renewal Option
     shall be amended in the  following  manner:  Lessee shall have the right to
     extend the terms of the lease for two periods  commencing  on June 1, 1994.
     The first.  period will  commence on June 1, 1994 and terminate on February
     28, 2001  (eighty-one  months).  Lessee  shall pay an annual rent to Lessor
     throughout  the first extended term at an annual rate of ($3.40) per square
     foot,  (111,700 square feet) or Three Hundred  Seventy-Nine  Thousand Seven
     Hundred  Eighty  and  00/100  dollars  ($379,780)  per  annum,  payable  in
     successive monthly installments of Thirty-One Thousand Six Hundred 


<PAGE>


     Forty-Eight and 33/100 dollars  ($31,648.33)  per month.  The second period
     will  commence on March 1, 2001 and  terminate  on February 28, 2006 (sixty
     months),  provided that Lessee shall give Lessor written  advance notice of
     its election to so extend said term for the second  period at least six (6)
     months prior to March 1, 2001.  If Lessee shall have  exercised the renewal
     option for the second period,  the term of this lease shall be extended for
     said  additional  period  upon  all  of  the  same  terms,  provisions  and
     conditions as are contained in this lease.  Lessee shall pay an annual rent
     to Lessor  throughout the second extended term at an annual rate of ($3.75)
     per square foot (111,700) or Four Hundred  Eighteen  Thousand Eight Hundred
     Seventy-Five and 00/100 dollars ($418,875) per annum, payable in successive
     monthly  installments  of Thirty-Four  Thousand Nine Hundred Six and 25/100
     dollars ($34,906.25) per month.

     If you are in agreement with the foregoing,  please sign the duplicate copy
     of this letter.

ACCEPTED AND AGREED:

VERNEL COMPANY                                      FIVE STAR GROUP, INC.
By:                                                 By:
                                                                            
Title:-                                             Title: