Exhibit 10.7

              LEASE  dated  May 14 , 1983  between  Vornado,  Inc.,  a  Delaware
corporation,  whose  addresses 174 Passaic  Street,  Garfield,  New Jersey 07026
("Landlord") and J. Leven & Co., a New Jersey corporation,  whose address is 109
South 20th Street, Irvington, New Jersey 07111 ("Tenant").

              Landlord  hereby  leases to Tenant  and Tenant  hereby  rents from
Landlord the Demised  Premises  (as defined in Article I) for the Term  provided
for in Article IV hereof at the rent provided for in Article V hereof and on all
of the terms and  conditions  set forth  herein.  Intending to be legally  bound
hereunder   and  in   consideration   of  $1.00  and  other  good  and  valuable
consideration, Landlord and Tenant hereby agree with each other as follows:

                           ARTICLE I. LEASE SCHEDULE.

              The following terms shall be applicable to the various  provisions
of this Lease which refer to them:

              Section 1.01.Demised Premises and the Complex:

              Demised  Premises means a portion of the Building at a warehousing
complex located in East Hanover,  New Jersey. The portion of the building leased
to Tenant  consists  of  approximately  75,000  square feet of floor area and is
designated as "Demised  Premises" on Exhibit A. Exhibit A is attached hereto and
made a part hereof. The Demised Premises includes any alterations,  additions or
repairs made thereto.  The warehousing  complex is referred to in this agreement
as the "Complex".

              Section  1.02.Building:  Means the  Building  in which the Demised
Premises is locates, as shown on Exhibit A.

              Section 1.03.         Expiration Date: Means December 31, 1993.

              Section 1.04.         Rent:

              Minimum  Rent:  Minimum Rent shall be payable as follows:  (i) the
sum of  $168,750.00  per annum during the first two (2) years of the Term;  (ii)
the sum of $187,500.00  per annum during the third 3rd) through the fourth (4th)
years of the Term; (iii) the sum of $206,250.00 per annum during the fifth (5th)
through the sixth (6th) years of the Term; and (iv) $225,000.00 per annum during
the balance of the Term.

              Section 1.05.Taxes:

              Tax Contributions:    See Section  5.03.

              Section  1.06.Tenant's  Contribution  (Common Area Expenses):  See
Section 11.04.

              Section 1.07.Security:   None.

              Section 1.08.         Use:

              (a) Permitted Uses:     See Section 9.01.

              (b) Tenant's Operation:  Distribution of paint and garden supplies
and related products.

              (c) Tenant's Business Name:     J. Leven & Co.

              Section 1.09.         Broker: Archie Schwartz Company.

              Section 1.10.Notice Addresses:

              (a) Landlord's Notice Address:

                     174 Passaic Street
                     Garfield, New Jersey 07026
                     Attn: Vice President, Real Estate

              (b) Landlord's Notice Copy Address:

              Finley, Kumble, Wagner, Heine, Underberg & Casey
              425 Park Avenue
              New York, New York 10022
              Attention: Neil Underberg, Esq.

              (c) Tenant's Notice Address until January 1, 1984:
              J. Leven & Co.
              109 South 20th Street
              Irvington, New Jersey 07111

              (d) Tenant's Notice Address after January 1, 1984:

              J. Leven & Co.
              Ridgedale Industrial Campus
                         Ridgedale Avenue and Murray Road
              Building #903
              East Hanover, New Jersey 07936

              (e) Tenant's Notice Copy Address:
              National Patent Development Corporation
              375 Park Avenue
              New York, New York 10152
              Attention: David A. Rapaport, General Counsel

                            ARTICLE II. DEFINITIONS.

              As used herein, the following words and phrases have the following
meanings:

              Section 2.01.         Common Area:

              Means the portions of the Complex  designated  for common use from
time to time by Landlord. References to the Common Area include the parts of the
Complex designated as a Parking Area by Landlord from time to time.

              Section 2.02.         Expiration Date:

              Means the last day of the Term.  If the Term has been  extended or
this Lease has been renewed,  the  Expiration  Date shall be the last day of the
Term as so extended or renewed.  If this Lease is cancelled or terminated  prior
to the originally  fixed  Expiration Date, then the Expiration Date shall be the
date on which this Lease is so  cancelled  or  terminated.  But if this Lease is
cancelled or terminated prior to the-originally  fixed Expiration Date by reason
of Tenant's Default, Tenant's liability under the provisions of this Lease shall
continue  until the date the Term would have  expired and such  cancellation  or
termination not occurred.

              Section 2.03.         Force Majeure:

              Means  any  of  the  following  events:   Acts  of  God;  strikes,
lock-outs,  or labor difficulty;  explosion,  sabotage,  accident, riot or civil
commotion; act of war; fire or other casualty; legal requirements; delays caused
by the other party; any causes beyond the reasonable control of a party.

              Section 2.04.         Insurance Requirements:

              Means the applicable  provisions of the insurance policies carried
by Landlord covering the Demised Premises,  the Complex,  or any part of either;
all  requirements  of the  issuer of any such  policy;  and all  orders,  rules,
regulations and other  requirements of any insurance service office which serves
the community in which the Complex is situated.

              Section 2.05.         Landlord's Work:

              Means the  construction  and other work  designated  as Landlord's
Work set forth in Exhibit B.

              Section 2.06.         Master Lease:

              Means a lease of the Demised Premises or the Complex,  as the case
may be, or a lease of the ground underlying the Demised Premises or the Complex,
between the owner thereof,  as lessor, and Landlord,  as lessee,  giving rise to
Landlord's  rights and privileges in the Demised  Premises,  the Complex or such
underlying land.

              Section 2.07.Master Lessor:

              Means the owner of the Lessor's interest under the Master Lease.

              Section 2.08.Mortgage:

              Means any mortgage,  deed to secure debt, trust indenture, or deed
of trust  which  may now or  hereafter  affect,  encumber  or be a lien upon the
Demised  Premises,  the Complex,  the real property of which the Complex forms a
part, or Landlord's interest therein;  and any spreading  agreements,  renewals,
modifications, consolidations, replacements and extensions thereof.

              Section 2.09.Mortgagee:

              Means the holder of any Mortgage, at anytime.

              Section 2.10.Parking Area:

              Means those  portions of the Complex which are  designated as such
by Landlord from time to time.

              Section 2.11.Person:

              Means an individual,  fiduciary, estate, trust, partnership, firm,
association, corporation, or other organization, or a government or governmental
authority.

              Section 2.12.Pro Rata Share:

              Means the  proportion  that the ground  floor area of the  Demised
Premises  bears to the  ground  floor area of all of the  rentable  space of the
buildings  situated  in the  Complex.  Such floor area shall be  computed to the
outside faces of exterior walls and the center line of party walls.

              Section 2.13.Repair:

              Includes the words "replacement and restoration",  "replacement or
restoration", "replace and restore", "replace or restore", as the case may be.

              Section 2.14.Tenant's Agents:

              Includes  Tenant's  employees,   servants,   licensees,   tenants,
subtenants, assignees, contractors, heirs, successors, legatees, and devisees.

              Section 2.15.Tenant's Work:

              Tenant's Work means the  construction and other work designated as
Tenant's Work set forth in The Plans and Specifications.

              Section 2.16.Term:

              Includes  any  extensions  and renewals of the term hereof and any
period during which Tenant is in possession of the Demised Premises.

                   ARTICLE III. CONDITION OF DEMISED PREMISES.

              Section 3.01.Landlord's Work:

              (a) Within a reasonable  time after this lease is executed by both
parties and  counterparts  exchanged,  Landlord  shall apply to the  appropriate
governmental  authorities  for any  building  permit  which shall be required in
connection with the performance of Landlord's Work.

              (b)  Within a  reasonable  time after the  issuance  of a building
permit  referred to in  subsection  (a), or if no building  permit is  required,
within a  reasonable  time after the  execution  of this Lease,  Landlord  shall
commence to perform Landlord's Work.
Landlord shall diligently prosecute Landlord's Work to completion.

              (c) Except for the  performance of Landlord's  Work,  Tenant shall
accept possession of the Demised Premises in its present "as is" condition.

              Section 3.02. Delivery of Possession:

              Delivery  of  Possession  shall be  deemed  to have  occured  when
Landlord shall have tendered possession of the Demised Premises to Tenant.

              Section 3.03.Tenant's Right of Entry:

              Tenant may enter the Demised  Premises after September 1, 1983 and
before January 1, 1984. Upon and after any such entry to the Demised Premises by
Tenant, all of Tenant's obligations under this Lease shall be applicable, except
for Tenant's  obligations to pay Rent. In lieu of Rent,  until the  Commencement
Date, Tenant shall pay the sum of $10,000.00, which sum shall be payable in four
(4) equal  monthly  installments  of $2,500.00  each  commencing on September 1,
1983.

              Section 3.04.Tenant's Work:

              (a)  Within 30 days  after the date of this  Lease,  Tenant  shall
submit to Landlord proposed detailed specifications and working drawings for the
performance  of Tenant's  Work, if any. The proposed  detailed plans and working
drawings are referred to in this Lease as  "Proposed  Specifications".  Landlord
shall have a period of 15 days either to approve or to  disapprove  the Proposed
Specifications.  If  Landlord  does not  approve  the  Proposed  Specifications,
Landlord shall return the Proposed Specifications to Tenant and notify Tenant of
any changes it desires to the Proposed  Specifications,  in which event,  Tenant
shall  modify  the  Proposed   Specifications   in  accordance  with  Landlord's
requirements  and shall return them as modified to Landlord within the following
ten days. The approved Proposed Specifications shall be a part of this Lease and
shall be referred to as the "Plans and Specifications".

              (b) Promptly after the Proposed  Specifications have been approved
by Landlord,  Tenant shall apply for all approvals and permits legally  required
in connection  with the  performance  of Tenant's  Work. If necessary,  Landlord
shall join in the execution of the applications.  At Tenant's request,  Landlord
shall cooperate with the prosecution of the  application.  Tenant shall bear all
expenses in connection with the applications  including any expenses incurred by
Landlord.  Tenant shall prosecute the  applications  diligently and use its best
efforts to seek the  approvals  and permits  applied  for.  Tenant  shall advise
Landlord of its progress from time to time and upon request by Landlord.

              (c) Promptly  after all requisite  approvals have been granted and
after Delivery of Possession,  Tenant shall commence the performance of Tenant's
Work and shall diligently prosecute Tenant's Work to completion.

              (d) Tenant shall perform all of Tenant's  Work in accordance  with
the Plans and Specifications, all legal requirements, all Insurance Requirements
and in a good and workmanlike manner.

              (e) If any governmental  authority  requires that a certificate of
occupancy  be issued with  respect to the Demised  Premises,  Tenant shall apply
for, and obtain a certificate of occupancy.

                                ARTICLE IV. TERM.

              Section 4.01.Term:

              The Term of this Lease shall commence on January 1, 1984. The Term
shall expire on the date  designated as  Expiration  Date in Article I. The date
upon which the Term commences is referred to in this Lease as the  "Commencement
Date".

              Section 4.02.         Short Form Lease:

              Upon  request  of  either  party  the other  shall  execute  (a) a
document in  recordable  form setting forth the exact  Commencement  Date of the
Term hereof or (b) a short form lease or  memorandum of lease in proper form for
recording,  setting forth such  Commencement Date and any provision hereof other
than Article V, Sections 1.04, 1.05, 1.06, 1.07, 11.04 and 19.10.

                  ARTICLE V. RENT, SECURITY, TAX CONTRIBUTIONS.

              Section 5.01.         Minimum Rent:

              Tenant shall pay Minimum  Rent to Landlord.  Minimum Rent shall be
payable without notice or demand. Minimum Rent shall be payable at the rates set
forth in Article I. Minimum Rent shall be payable in equal monthly installments.
Each monthly installment shall be due in advance.  The first monthly installment
shall be due on the Commencement Date. Each subsequent  installment shall be due
on the first day of each month during the Term.  If the  Commencement  Date is a
day other than the first day of the month,  the first  installment  shall be one
thirtieth  of a  normal  monthly  installment  for each day  during  the  period
commencing with the  Commencement  Date up to and including the last day of that
month.  If the  Expiration  Date  occurs on a day other than the last day of any
month, Minimum Rent for the last month during the Term shall be pro-rated in the
same manner.

              Section 5.02.         Tax Contributions:

              (a) In  addition  to all other  charges  Tenant is required to pay
hereunder, Tenant shall pay "Tax Contributions" to Landlord.

              (b) The following terms have the following meanings:

              (i)  "Tax   Contributions"   means  Tenant's  Pro  Rata  Share  of
Impositions.

              (ii)  "Impositions"  means  all  taxes,  assessments  (special  or
otherwise,  foreseen or unforeseen) and all other governmental charges assessed,
levied or imposed  against the Demised  Premises and the Complex  during any Tax
Fiscal Year occurring  wholly or partially  within the Term. If any governmental
authority imposes, assesses or levies tax on rent or any other tax upon Landlord
as a substitute  in whole or in part for real estate taxes or  assessments,  the
substitute tax shall be deemed to be an Imposition.

              (c) If any Tax Fiscal Year occurs partially within and without the
Term, then,  within a reasonable time after the Commencement  Date or Expiration
Date,  Landlord and Tenant shall  adjust Tax  Contributions  with respect to any
such Tax  Fiscal  Year so that  Tenant  shall bear Tax  Contributions  which are
attributable to the Term and Landlord shall bear the remainder thereof.

              (d) Tenant  shall pay Tenant's  Tax  Contributions  to Landlord as
follows:

              (i)  Tenant  shall pay  monthly  installments  on  account  of Tax
Contributions to Landlord.  Installments shall be paid in the same manner and at
the same time as  Minimum  Rent.  Until the actual  amount of Tax  Contributions
payable  with  respect to the first Tax  Fiscal  Year are  actually  determined,
estimated  monthly  installments  with  respect to that Tax Fiscal Year shall be
determined  by  Landlord  in  Landlord's   reasonable   discretion.   After  Tax
Contributions for the first Tax Fiscal Year are finally determined, each monthly
installment  shall be a fraction of Tenant's Tax  Contributions for the previous
Tax Fiscal Year. The numerator of the fraction shall be one. The  denominator of
the fraction shall be the number of months in the previous Tax Fiscal Year.

              (ii) 1If the  installments  payable with respect to any Tax Fiscal
Year shall exceed Tax  Contributions  for that Tax Fiscal Year,  Landlord  shall
refund the  difference  to Tenant  promptly.  If the  installments  payable with
respect to any Tax Fiscal Year shall be less than Tax Contributions for that Tax
Fiscal Year, Tenant shall reimburse  Landlord for the difference  promptly after
Landlord renders a bill with respect thereto.

              (e) If any  building  at the  Complex  is  assessed  as  part of a
separate tax lot from the tax lot of which the Building is a part, at Landlord's
election,  for the purpose of calculating  Tenant's Tax  Contributions the floor
area of such other  building and the  Impositions  attributable  to the assessed
valuation of that other building shall be excluded.

              (f) "Tax Fiscal Year" means the  applicable  fiscal year(s) of the
taxing authorities having jurisdiction over the Demised Premises.

              Section 5.03.         Contribution Year:

              (a) Except as  provided in  subsection  (b),  "Contribution  Year"
shall mean each period during the Term  commencing on February lst and ending on
January 31st.

              (b)  W  The  first   Contribution   Year  shall  commence  on  the
Commencement  Date  and  shall  end on  the  January  31st  next  following  the
Commencement Date. The last Contribution Year shall end on the Expiration Date.

              (ii)  Landlord  shall have the  option to change the  Contribution
Year at any time.  The option may be  exercised by giving a notice of the change
to Tenant. The parties recognize that if the Contribution Year is changed, there
will be a period  of time  between  the last  full  Contribution  Year as it was
before the change and the first full  Contribution  Year after giving  effect to
the change. This period is referred to in this Lease as the "Interim Period". If
the Interim Period consists of less than six months, the Interim Period shall be
added to the first Contribution Year to occur after giving effect to the change.
If the Interim  Period  consists of six months or more, the Interim Period shall
be treated as a Contribution Year.

              Section 5.04.         Payment of Rent:

              (a) "Rent"  means  Minimum  Rent,  Tenant's  Contribution  and Tax
Contributions.

              (b)  Rent  shall be paid  without  notice,  demand,  counterclaim,
offset, deduction, defense, or abatement.

              (c) All  Rent  payable  under  this  Lease  shall  be  payable  at
Landlord's  address  as set forth in Section  1.10 or at such  other  address as
Landlord shall designate by giving notice to Tenant.

              (d) It is  intended  that this Lease shall yield to Landlord a net
return from the Demised  Premises equal to the Rent. If Tenant shall fail to pay
any Tax  Contributions  or  Tenant's  Contributions,  Landlord  shall  have  all
remedies  provided  for in this  Lease  or at law in the case of  nonpayment  of
Minimum Rent. Tenants  obligations under Article V (other than Section 5.01) and
Section 11.04 hereof, shall survive the expiration or sooner termination of this
Lease.

              ARTICLE VI. CONDITION OF DEMISED PREMISES AND SIGNS.

              Section 6.01.         No Representation, Etc.:

              Landlord has made no representation,  covenants or warranties with
respect to the Demised Premises except as expressly set forth in this Lease.

              Section 6.02.         Mechanics' Liens:

              If any  mechanic's  or  materialman's  lien is filed  against  the
Demised  Premises  or the  Complex  as a result of any  additions,  alterations,
repairs,  installations or improvements made by Tenant, or any other work or act
of Tenant,  Tenant  shall  discharge  or bond same  within  twenty days from the
filing of the lien. If Tenant shall fail to discharge or bond the lien, Landlord
may bond or pay the lien or claim for the  account of Tenant  without  inquiring
into the validity of the lien or claim.

              Section 6.03.         Signs:

              (a) Tenant  shall have the right to  install  and  maintain a sign
affixed to the  exterior  of the  Demised  Premises  subject to (i) the  written
approval of Landlord as to dimensions,  material,  content, location and design,
(ii) applicable legal  requirements,  and (iii) Insurance  Requirements.  Tenant
shall  obtain and pay for all  required  permits and  licenses  relating to such
signs.  Copies of all such permits and  licenses  shall be delivered to Landlord
within a reasonable time after they are issued.

              (b) Tenant  shall not have the right to  maintain  or install  any
other  signs in or at the  Complex or visible  from the  outside of the  Demised
Premises.

              (c) If  Landlord  shall  deem it  necessary  to remove any sign in
order to paint or to make repairs,  alterations or  improvements  in or upon the
Demised Premises, Landlord shall have the right to do so.

              (d)  Tenant may not  install  signs,  lamps or other  illumination
devices in or upon the Demised Premises if the lamps,  signs or devices flash or
go on and off intermittently.

              Section 6.04.         Insurance Covering Tenant's Work:

              Tenant shall not make any alterations,  repairs or  installations,
or perform  Tenant's Work or any other work to or on the Demised Premises unless
prior to the  commencement  of such work  Tenant  shall  obtain  (and during the
performance  of  such  work  keep  in  force)  public  liability  and  workmen's
compensation  insurance to cover every contractor to be employed.  Such policies
shall be non-cancellable without ten days notice to Landlord. The policies shall
be in  amounts  and shall be  issued by  companies  reasonably  satisfactory  to
Landlord.  Prior  to the  commencement  of  such  work,  Tenant  shall  deli-ver
duplicate originals of certificates of such insurance policies to Landlord.

            ARTICLE VII. REPAIRS, ALTERATIONS, COMPLIANCE, SURRENDER.

              Section 7.01.         Repairs by Landlord:

              Upon reasonable  notice from Tenant,  Landlord shall make or cause
to be  made  necessary  repairs  to  the  roof  and  structural  repairs  to the
foundation,  exterior walls and any  load-bearing  interior walls of the Demised
Premises  (but  excluding all windows,  plate glass,  doors and any fixtures and
appurtenances  composed  of  glass)  excepting  any  damage  caused  by any act,
omission or negligence of Tenant, Tenant's Agents or Tenant's invitees.

              Section 7.02.         Repairs and Maintenance by Tenant:

              Except for repairs  Landlord is specifically  obligated to make or
cause to be made  hereunder,  Tenant  shall  make  all  repairs  to the  Demised
Premises  necessary or desirable to keep the Demised  Premises in good order and
repair  and in a safe,  dry  and  tenantable  condition.  Without  limiting  the
generality  of the  foregoing,  Tenant  shall be  specifically  required to make
repairs (a) to that portion of any pipes,  lines, ducts, wires, or conduits that
service Tenant and are contained  within the Demised  Premises;  (b) to windows,
plate glass, doors, and any fixtures or appurtenances  composed of glass; (c) to
Tenant's sign, (d) to any heating or air conditioning  equipment installed in or
servicing the Demised  Premises;  and (e) to the Demised Premises or the Complex
when repairs to the same are  necessitated by any act or omission of Tenant,  or
the failure of Tenant to perform its obligations under this Lease.  Tenant shall
keep the Demised  Premises in a clean and sanitary  condition,  free from vermin
and escaping offensive odors.

              Section 7.03.    Approval by Landlord of Repairs and Alterations:

              Tenant may not make alterations to the Demised  Premises,  without
the prior written  consent of Landlord.  If Landlord  grants  consent,  any such
alterations  shall be performed in a good and  workmanlike  manner in accordance
with all applicable legal and Insurance Requirements.

             Tenant  shall  give  Landlord   prompt  notice  of  any  repair  or
alteration  required or permitted to be performed by Tenant under any  provision
of this  Lease  if the  reasonable  cost of the  repair  or  alteration  exceeds
$1,000.00.  Except  in the  event of an  emergency,  if  within  ten days  after
Tenant's  notice is given,  Landlord shall give notice to Tenant that it desires
to approve  detailed  specifications  and working  drawings  with respect to the
proposed  repair or  alterations,  then Tenant  shall not commence the repair or
alteration  until  Tenant has  submitted  detailed  specifications  and  working
drawings of the proposed  repair or alteration  and Landlord has approved  them.
All work shall be commenced  promptly  after  Tenant has obtained all  necessary
permits and  approvals.  Tenant shall  perform all work in  accordance  with the
approved  detailed  specifications  and working  drawings and prosecute the work
diligently to completion.  Any work performed by Tenant,  irrespective  of cost,
shall be subject to  Landlord's  inspection  and approval  after  completion  to
determine whether the work complies with the requirements of this Lease.

              Section 7.04.         Compliance:

             Tenant  shall  observe  and comply  promptly  with all  present and
future legal  requirements and Insurance  Requirements  relating to or affecting
the  Demised  Premises,  the  Building  or any  sign of  Tenant,  or the use and
occupancy thereof, or any appurtenance thereto.

              Section 7.05.         Electrical Lines:

             If the Tenant installs any electrical  equipment that overloads the
lines in the Demised  Premises or the Complex,  Landlord  may require  Tenant to
make  whatever  changes to such lines as may be necessary to render the lines in
good order and repair and in  compliance  with all  Insurance  Requirements  and
applicable legal requirements.

              Section 7.06.         Emergency Repairs:

             If, in an emergency, it shall become necessary to make promptly any
repairs or replacements required to be made by Tenant, Landlord may re-enter the
Demised  Premises and proceed to have such repairs or replacements  made and pay
the cost of such  repairs or  replacements.  Within  thirty days after  Landlord
renders a bill for such repairs or replacements, Tenant shall reimburse Landlord
for the cost of making such repairs.

              Section 7.07.         Surrender of Premises:

             On the Expiration Date, Tenant shall quit and surrender the Demised
Premises  broom  clean,  and in good  condition  and repair,  together  with all
alterations, fixtures, installations,  additions and improvements which may have
been made in or  attached on or to the Demised  Premises.  Landlord  may require
Tenant to restore the Demised Premises to the condition the Demised Premises was
in on the date of Delivery of Possession.  Notwithstanding the foregoing, Tenant
may  remove  its  trade  fixtures,  furniture  and all other  items of  personal
property  installed  in the Demised  Premises,  provided  that  Tenant  promptly
repairs any damages to the Demised  Premises  caused by such  removal.  Tenant's
obligations under this Section shall survive the Expiration Date.

                      ARTICLE VIII. SERVICE AND UTILITIES.

              Section 8.01.         Electricity:

             Landlord  shall  install an electric  meter to measure  electricity
consumed at the Demised  Premises and shall  perform such other work as shall be
necessary so that  consumption of  electricity at the Demised  Premises shall be
measured  separately.  Tenant shall make its own  arrangements  with the utility
company  supplying  electricity  for  that  service.  Tenant  shall  pay for all
electrical  service and charges  relating to the Demised  Premises  and Tenant's
sign.

              Section 8.02.         Gas Service:

             If Gas Service is available to the Demised Premises, Landlord shall
install a gas meter to measure gas  consumed at the Demised  Premises  and shall
perform such other work as shall be necessary so that  consumption of gas at the
Demised  Premises  shall  be  measured  separately.  Tenant  shall  make its own
arrangements  with the utility  company  supplying gas for that service.  Tenant
shall pay for all gas service and charges relating to the Demised Premises.

              Section 8.03.         Water:

              Landlord may (a) install a water meter at Landlord's  expense,  or
(b) at Landlord's option, Tenant shall pay to Landlord its "proportionate share"
of the cost of water  consumed in the Complex based upon the actual  consumption
of water at the  Demised  Premises.  Payments  shall be due within ten (10) days
after a bill is  rendered.  If any sewer or water rent,  charge,  tax or levy is
imposed against the Complex,  Tenant shall pay its  proportionate  share thereof
within ten (10) days after Landlord renders a bill therefor.

              Section 8.04.         Heat, Hot Water, Air-Conditioning:

              Landlord  shall  not be  required  to  supply  heat,  hot water or
air-conditioning   to  the  Demised  Premises.   Tenant  shall  supply  its  own
requirements of heat, hot water and air-conditioning.

                         ARTICLE IX. USE AND OPERATION.

              Section 9.01.         Use:

              Tenant  shall use the Demised  Premises  for the  distribution  of
paint and garden supplies and related products, and for no other purpose.

              Section 9.02.         Demised Premises Operations:

              (a) Keeping Demised Premises Clean:  Tenant shall keep the Demised
Premises, including exterior and interior portions of all windows, doors and all
other glass, in neat and clean condition.

              (b) Paying Taxes:  Tenant shall pay before delinquency any and all
taxes,  assessments and public charges levied, assessed or imposed upon Tenant's
business or upon  Tenant's  fixtures,  furnishings  or  equipment in the Demised
Premises.

              (c) Paying  License  Fees:  Tenant  shall pay promptly all license
fees,  permit fees and charges of a similar  nature for the conduct by Tenant or
any  subtenant  of  any  business  or  undertaking  authorized  hereunder  to be
conducted in the Demised Premises.

              (d) Exclusive Delivery Facilities:  Tenant shall keep and maintain
in good order,  condition and repair any loading  platform,  truck dock or truck
maneuvering  space  which is used by Tenant or to which  Tenant has the right of
exclusive  use  notwithstanding  the fact  that the same may be  deemed  to be a
portion of the Common Area.

              (e) Garbage:  Tenant agrees not to permit the accumulation (unless
in concealed  metal  containers)  or burning of any rubbish or garbage in, on or
about any part of the  Complex.  Tenant  shall  cause and pay for all garbage or
rubbish to be collected or disposed of from the Demised Premises.

              (f) Rules and  Regulations:  Tenant shall  observe all  reasonable
rules and regulations established by Landlord from time to time for the Complex,
provided that Tenant has been given actual notice  thereof and provided  further
that same do not prohibit  Tenant from using the Demised  Premises in accordance
with the provisions of this Lease.

              (g) Restrictive Covenants:  Tenant agrees that it will comply with
and observe all  restrictive  covenants  which affect or are  applicable  to the
Complex, the Demised Premises and the Common Area, provided that Tenant has been
given  actual  notice  thereof and  provided  further  that same do not prohibit
Tenant from using the Demised Premises in accordance with the provisions of this
Lease.

              Section 9.03.      Restriction on Tenant's Activities at Complex:

              (a) Sidewalk Use: Tenant shall not use the sidewalk adjacent to or
any other space  outside the Demised  Premises  for  display,  sale or any other
similar undertaking without the prior consent of Landlord in each instance.

              (b) Loud Speaker Use: Tenant shall not use any advertising  medium
which may be heard outside the Demised Premises.

              (c)  Plumbing  Facility  Use: If the  plumbing  facilities  of the
Demised  Premises are connected to the plumbing  facilities of the Complex,  the
following  shall  apply:  Tenant shall not use the  plumbing  facilities  of the
Demised  Premises  for any  purpose  other than the  purpose  for which they are
intended.  Accordingly, Tenant may not dispose of any substances there which may
clog, erode or damage the pipelines and conduits of the Complex.

              (d)  Floor  Load:  Tenant  shall  not  place a load  on any  floor
exceeding the floor load per square foot which such floor was designed to carry.
Tenant shall not install, operate or maintain any heavy item of equipment in the
Demised  Premises  except in such manner as to achieve a proper  distribution of
weight.

              (e) Exterior or Roof:  Tenant shall not use for any purpose all or
any portion of the roof or exterior walls of the Demised Premises.  Tenant shall
not cause a violation  or do any act which may result in a violation of the roof
bond with respect to the Demised Premises.

              (f)  Freight  Handling  Equipment:  Tenant  shall use only  rubber
wheeled forklift trucks and tow trucks for handling freight.

              Section 9.04.         Insurance Rate:

              Tenant agrees to comply with all Insurance  Requirements  relating
to or affecting  the Demised  Premises or the Complex.  If the  insurance  rates
applicable to the Complex are raised: (x) as a result of, or in connection with,
any failure by Tenant to comply  with the  Insurance  Requirements;  or (y) as a
result of, or in connection  with, any use to which the Demised Premises are put
other than the Permitted Uses; then Tenant shall pay to Landlord on demand,  the
portion of the premiums for all insurance policies  applicable to the Complex as
shall be attributable to the higher rates. For the purposes of this Section, any
finding  or  schedule  of  the  fire  insurance   rating   organization   having
jurisdiction over the Complex shall be deemed to be conclusive.

              Section 9.05.         Illegal Purposes:

              Tenant shall not use the Demised  Premises for any illegal  trade,
manufacture, or other business, or any other illegal purpose.

               ARTICLE X. TRANSFER OF INTEREST, PRIORITY OF LIEN.

              Section 10.01.        Assignment, Subletting, etc.:

              (a)  Tenant  shall not  sublet the  Demised  Premises  or any part
thereof, or assign, mortgage or hypothecate, or otherwise encumber this Lease or
any interest therein nor grant  concessions or licenses for the occupancy of the
Demised Premises or any part thereof,  without Landlord's prior written consent,
Any attempted  transfer,  assignment  or subletting  shall be void and confer no
rights upon any third person.  No assignment or subletting  shall relieve Tenant
of any obligations  herein. The consent by Landlord to any transfer,  assignment
or subletting  shall not be deemed to be a waiver on the part of Landlord of any
prohibition against any future transfer,  assignment or subletting. No transfer,
or  subletting  shall be  effective  unless  and until (x) Tenant  gives  notice
thereof to Landlord, and (y) the transferee, assignee or sublessee shall deliver
to Landlord (1) a written  agreement in the form and substance  satisfactory  to
Landlord pursuant to which the transferee,  assignee or sublessee assumes all of
the obligations  and  liabilities of Tenant under this Lease,  and (2) a copy of
the assignment agreement or sublease.

              (b) In the event that Tenant  shall desire  Landlord's  consent to
the subletting of the Demised  Premises or the assignment of this Lease,  Tenant
shall give Landlord twelve (12) months prior written notice thereof. Such notice
shall be deemed to be an offer by Tenant to assign  this Lease to  Landlord.  In
the event  Landlord  wishes to accept  said  offer,  Landlord  shall give Tenant
notice thereof within said twelve (12) months  ("Landlord's  Notice"),  in which
event the assignment  shall become effective on the date specified in Landlord's
Notice,  which date shall be not less than thirty (30) nor more than ninety (90)
days after the date of  Landlord's  Notice,  and Tenant shall vacate the Demised
Premises in  accordance  with  Section 7.07 hereof by such date and on such date
this Lease shall  terminate  and Landlord and Tenant shall be released  from all
liability  accruing  thereafter  under  this  Lease,  as if such  date  were the
Expiration  Date originally set forth herein.  The sending of Landlord's  Notice
shall,  ipso facto,  and without the necessity of any further act or instrument,
be sufficient to effectuate said assignment. However, if Landlord shall request,
Tenant shall  execute  such  documents  as Landlord  may  reasonably  request in
confirmation  thereof.  In the event that  Landlord  does not accept  said offer
within the twelve (12) months, as aforesaid,  Landlord's said right to recapture
the Demised  Premises by  assignment  shall be deemed to be waived,  but nothing
herein  contained  shall be deemed to be a consent by Landlord to any subletting
or assignment  unless Landlord  delivers to Tenant its written consent  thereto.
Notwithstanding  Landlord's failure to recapture on any one occasion,  the right
to recapture as aforesaid shall apply to any further subletting or assignment.

              (c) In the event that Tenant requests Landlord's consent to assign
this Lease or sublet the Demised  Premises  and  Landlord  does not exercise the
right of recapture as set forth in the preceding paragraph,  then Landlord shall
not  unreasonably  withhold its consent to a proposed  assignment or subletting,
submitted  to Landlord  either  within  said twelve (12) month  period or within
three (3) months after Landlord fails to recapture,  as aforesaid,  provided the
following terms and conditions are fully complied with:

              (i) Tenant  shall not be in  default  under this Lease at the time
Landlord's  consent is requested or at the effective  date of the  assignment or
subletting.

              (ii) The proposed  assignee or subtenant shall have a net worth at
the time of the  assignment  or  subletting at least equal to the sum of the net
worth of Tenant and Tenant's Guarantor at such time and the proposed assignee or
subtenant  shall be of a character  in keeping  with the  standards of the other
tenants of the Complex.  Tenant shall furnish  Landlord with such financial data
and other information as Landlord may reasonably request.

                      (iii) The Demised  Premises  shall be used by the assignee
or subtenant solely for warehousing purposes and
otherwise in accordance with the requirements of Article IX.

              (iv)  Tenant  shall pay to Landlord a sum equal to (1) fifty (50%)
percent of any rent or other  consideration  paid to Tenant by any  assignee  or
subtenant  which is in excess of the Rent then being paid by Tenant to  Landlord
pursuant  to the terms of this Lease,  and (2) fifty (50%)  percent of any other
profit or gain realized by Tenant,  as additional rent  immediately upon receipt
thereof by Tenant.  Tenant may deduct from any such payments fifty (50%) percent
of Tenant's  alteration  costs and brokerage fees,  incurred with respect to any
such assignment or sublease.

              (v)  Tenant  shall pay the  reasonable  fee and  disbursements  of
Landlord's  attorney in connection  with any  assignment or subletting  (whether
proposed or effected).

              (vi) In the  case  of an  assignment,  it  shall  provide  for the
assignment of Tenant's  entire  interest of this Lease and the acceptance by the
assignee of said assignment and its assumption and agreement to perform directly
for the benefit of  Landlord  all of the terms and  provisions  of this Lease on
Tenant's part to be performed.

              (vii) In the  case of a  subletting,  it  shall be for the  entire
Demised Premises and it shall be expressly  subject to all of the obligations of
Tenant  under this Lease and the  further  condition  and  restriction  that the
sublease  shall not be  assigned,  encumbered  or otherwise  transferred  or the
subleased  premises  further sublet by the sublessee in whole or in part, or any
part thereof  suffered or  permitted by the  sublessee to be used or occupied by
others, without the prior written consent of Landlord in each instance.

              (d) Landlord shall be furnished  with a duplicate  original of the
assignment  or sublease  within (i) ten (10) days after its  execution,  or (ii)
prior to its effective date, whichever is earlier.

              (e)  Anything   contained  in  this  Article  X  to  the  contrary
notwithstanding,  J. Leven & Co.  shall  have the right to assign  this Lease or
sublet the Demised Premises (i) to a corporation which is a parent, affiliate or
subsidiary of J. Leven & Co.; or (ii) to a  corporation  which is a successor to
J. Leven & Co. and National Patent Development  Corporation and their respective
subsidiaries  and  affiliates,  by way of  merger,  consolidation  or  corporate
reorganization,  or by the  purchase  of  substantially  all of the assets of J.
Leven & Co. and National Patent  Development  Corporation  and their  respective
subsidiaries and affiliates,  or (iii) to a corporation  which is a successor to
J. Leven & Co. by the purchase of substantially  all of the assets of J. Leven &
Co.,  which assets must be  substantially  comprised of property  other than the
leasehold  estate  created by this Lease,  without  obtaining  Landlord's  prior
written consent thereto;  provided:  (a) Tenant is not then in default under the
terms of this Lease; (b) within five (5) days prior to the effective date of any
such assignment or subletting,  a fully executed and acknowledged  assignment or
sublease agreement,  in proper form, is delivered to Landlord,  which assignment
shall  contain an  assumption  agreement by the assignee in favor of Landlord of
the terms and provisions of this Lease; (c) Tenant and Tenant's  Guarantor shall
remain  liable  under this Lease and the Guaranty  respectively;  and (d) in the
case of an  assignment  pursuant  to clause  (iii),  both J. Leven & Co. and the
assignee are viable,  operating businesses.  In the event of any such assignment
or subletting as set forth in the preceding  sentence,  Landlord  shall not have
the right to  recapture  the  Demised  Premises  as  elsewhere  provided in this
Article X.

              Section 10.02. Master Lease:

              Tenant  acknowledges  that it has been  informed that Landlord may
hold a leasehold interest in the Complex under the Master Lease.

              Section 10.03. Subordination:

              At Landlord's election this Lease shall be subordinate or superior
to the lien of any present or future  Mortgage or Master Lease  irrespective  of
the time of recording of such Mortgage or Master  Lease.  If, from time to time,
Landlord  shall elect that this Lease be subordinate to the lien of any Mortgage
or Master Lease, Landlord may exercise such election by giving notice thereof to
Tenant.  However,  from time to time  thereafter,  Landlord  may elect that this
Lease be paramount to the lien of such Mortgage,  and may exercise such election
by giving  notice  thereof  to  Tenant.  The  exercise  of any of the  elections
provided in this Section shall not exhaust Landlord's right to elect differently
thereafter, from time to time. At the election of Landlord, this clause shall be
self-operative  and no further  instrument  shall be required.  Upon  Landlord's
request,  from  time to  time,  Tenant  shall  (a)  confirm  in  writing  and in
recordable  form that this Lease is so  subordinate or so paramount (as Landlord
may elect) to the lien of any  Mortgage  or Master  Lease  and/or (b) execute an
instrument  making this Lease so  subordinate  or so paramount  (as Landlord may
elect) to the  lien.of  any  Mortgage  or Master  Lease,  in such form as may be
required by an applicable Mortgagee or Master Lessor.

              Section 10.04. Attornment:

              (a) If the Demised  Premises or the  Complex are  encumbered  by a
Mortgage and such Mortgage is foreclosed,  or if the Demised Premises or Complex
are sold  pursuant  to such  foreclosure  or by reason of a default  under  said
Mortgage,  then notwithstanding  such foreclosure,  such sale, or such default W
Tenant shall not disaffirm this Lease or any of its obligations  hereunder,  and
(ii) at the request of the applicable Mortgagee or purchaser at such foreclosure
or sale,  Tenant shall attorn to such  Mortgagee or purchaser  and execute a new
lease for the Demised Premises setting forth all of the provisions of this Lease
except that the term of such new lease shall be for the balance of the Term.

              (b) If Landlord's  interest in the Demised Premises is a leasehold
interest,  at any time, and if Landlord's  leasehold  interest is terminated for
any reason; then  notwithstanding such termination the dispossession of Landlord
from the Demised Premises or the Complex, or any default by Landlord, as lessee,
under any Master Lease,  (i) Tenant shall not disaffirm this Lease or any of its
obligations  contained  within this Lease, and (ii) at the request of the Master
Lessor,  Tenant shall attorn to the  applicable  Master Lessor and execute a new
lease for the Demised  Pemises setting forth all of the provisions of this Lease
except that the term of such new lease shall be for the balance of the Term.

              Section 10.05. Transfer of Landlord's Interest:

              (a) Fee  Interest:  The  following  language  shall  apply  if the
Landlord's  interest  in  the  Demised  Premises  is a fee  interest:  The  term
"Landlord"  as used in this Lease means only the owner for the time being or the
Mortgagee in possession for the time being of the Demised Premises. In the event
of any sale of the Demised  Premises,  or in the event the Demised  Premises are
leased to any person (subject to this Lease),  said Landlord shall be and hereby
is  entirely  freed  and  relieved  of  all of its  covenants,  obligations  and
liability  hereunder.  This subsection  shall be applicable to each owner of the
Demised Premises, from time to time, and shall not be limited to the first owner
of the Demised Premises.

              (b)  Master  Lease:  The  following  Language  shall  apply if the
Landlord's  interest in the Demised Premises is a leasehold  interest:  The term
"Landlord"  as used in this Lease means only the owner for the time being of the
leasehold  estate  demised by the Master Lease.  In the event of any transfer or
assignment of Landlord's  interest in said Master Lease, then the Landlord whose
interest is thus assigned or  transferred  shall be and hereby is entirely freed
and relieved of all covenants,  obligations and liability of Landlord hereunder.
In the event the owner of the leasehold estate demised by the Master Lease shall
acquire the fee interest in the premises demised by the Master Lease, subsection
(a) of this  Section  10.05  shall  be  applicable.  This  subsection  shall  be
applicable to each person who owns a leasehold estate demised by a Master Lease.

              Section 10.06. Mortgagee's Rights:

              If Landlord  shall notify Tenant that the Demised  Premises or the
Complex are  encumbered  by a Mortgage and in such notice set forth the name and
address  of  the  Mortgagee  thereof;  then,  notwithstanding  anything  to  the
contrary,  no notice intended for Landlord shall be deemed properly given unless
a copy  thereof  is  simultaneously  sent  to such  Mortgagee  by  certified  or
registered mail,  return receipt  requested.  If any Mortgagee shall perform any
obligation that Landlord is required to perform  hereunder,  such performance by
Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf
of Landlord and shall be accepted by Tenant as if performed by Landlord.

                              ARTICLE XI. COMMON AREA AND COMPLEX.

              Section 11.01. Use of Common Areas:

              During the Term the following  privileges to use certain  portions
of the Complex in common with Landlord and any designee of Landlord,  subject to
Landlord's  rules  and  regulations,  are  hereby  granted  to  Tenant:  (a) the
non-exclusive  license to permit its customers to use the sidewalks and customer
Parking Areas  designated by Landlord from time to time;  (b) the  non-exclusive
license to permit its employees to use the sidewalks and employee  Parking Areas
designated by Landlord from time to time; and (c) the non-exclusive privilege to
permit its employees and customers to use the entrance and exit ways  designated
by Landlord  from time to time for access to the Demised  Premises from a public
street or highway adjacent to the Complex through the appropriate  entrances and
exits so  designated.  Notwithstanding  the  foregoing,  Landlord  agrees  that,
throughout  the Term,  there shall always be at least 100 parking  spaces in the
area designated as "Parking" on Exhibit A and that within the area designated as
"Tenant's  Parking  Area" on Exhibit A, 50 parking  spaces shall be reserved for
Tenant's  exclusive use.  Landlord shall not be responsible  for the policing of
such exclusive use.

              Section 11.02. Landlord's Rights:

              Notwithstanding anything to the contrary,  Landlord shall have the
following rights: (a) to close all or any portion of the Common Area,  including
the Parking Area to such extent as may in the opinion of  Landlord's  counsel be
necessary  to prevent a  dedication  thereof or the accrual of any rights of any
person or the public therein; (b) to close all or any portion of the Common Area
temporarily to discourage  non-customers use; (c) to prohibit parking or passage
of motor  vehicles  in areas  previously  designated  for such;  (d) to  expand,
decrease  or  alter  the  size of the  Complex  or  Building;  and (e) to  erect
additional  buildings on the Common Area, or to change the location of buildings
or other  structures  to any location in the Complex  including  the Common Area
(and upon such  erection  or change of  location  the  portion  upon  which such
buildings or structures have been erected shall no longer be deemed to be a part
of the Common Area).

              Section 11.03. INTENTIONALLY OMITTED.

              Section 11.04. Tenant's Contribution:

              (a) "Common Area Expenses" means all reasonable costs and expenses
of every kind and nature  paid or  incurred  by  Landlord  or its  designees  in
connection with the following:

              (i) the management, operation,  replacement,  maintenance, repair,
redecorating, refurbishing, conforming with rules and regulations of authorities
having jurisdiction and the Fire Insurance Rating Organization and Board of Fire
Underwriters;  utilities and other  services and all other costs and expenses of
every  kind and  nature,  foreseeable  or  unforseeable,  required  or  desired,
suggested or  recommended  for the  operation,  maintenance  or  otherwise  with
respect  to the  Common  Areas in a manner  deemed  by  Landlord  in  Landlord's
discretion  (to  be  exercised  in  accordance  with  sound  industrial  complex
management standards in the northern New Jersey area), to be appropriate for the
best  interests  of the  Complex,  as  conclusively  determined  by  Landlord in
accordance  with  Landlord's  method  of  accounting  (provided  the  same  is a
generally  accepted method of  accounting),  including the supply by Landlord of
electricity and other utilities to the Common Areas;  and the salaries and other
compensation  of  the  Complex  manager,   security,  and  any  other  personnel
(exclusive of home office  personnel)  who  implement the aforesaid  management,
maintenance,  security,  operation,  replacement,  etc. of the Common  Areas and
related costs including workmen's  compensation insurance and the cost of office
space, supplies and equipment;

                      (ii) the  maintenance,  repair and replacement  (except to
the extent of Landlord's receipt of the proceeds of
Insurance  therefor) of all portions of the Complex,  buildings and improvements
(excluding the roofs and structural  portions of the leaseable  buildings in the
Complex) and the sprinkler  system other than as set forth in  subparagraph  (i)
above, or such maintenance,  repair and replacement  Landlord may perform on the
interior of any tenants' premises; and

                      (iii) the maintenance of all Insurance  (including but not
limited to fire, broad form extended coverage, rent,
war risk,  liability,  products  liability,  flood,  etc.) carried by and in the
discretion  of Landlord or its  designees  covering the Complex,  buildings  and
improvements,  the Common  Areas and every other  facility  or property  used or
required or deemed necessary in connection with any of them.

              In addition,  Common Area Expenses shall include  fifteen  percent
(15%) of all costs set forth in the foregoing  subparagraphs (i), (ii) and (iii)
to cover Landlord's administrative and overhead costs.

              (b)  "Tenant's  Contribution"  means  Tenant's  Pro Rata  Share of
Common Area  Expenses  plus an annual  reserve  fund charge  equal to the amount
obtained by  multiplying  the floor area of the Demised  Premises by twelve (12)
cents per square foot.

              (c) Tenant shall pay monthly  installments  on account of Tenant's
Contribution  to  Landlord.  During  the first  Contribution  Year each  monthly
installment  shall be based upon  Landlord's  reasonable  estimate  of  Tenant's
Contribution for that Contribution Year.  Thereafter,  the installments shall be
calculated in accordance  with subsection M.  Installments  shall be paid in the
same manner and at the same time as Minimum Rent.

              (d) Landlord shall maintain records of Common Area Expenses. These
records may be kept in the form of books of account or computer memory.

              (e)  Within  a  reasonable  time  after  each  Contribution  Year,
Landlord shall send a statement to Tenant setting forth Common Area Expenses for
that Contribution Year. Each statement shall be final and conclusive between the
parties,  their successors and assigns,  or to the matters set forth therein, if
no  objection  is raised  with  respect  thereto  within  ninety (90) days after
submission of each such statement to Tenant.  If Tenant's  Contribution  exceeds
the  installments  paid by Tenant  under  subsection  (c),  Tenant  shall pay to
Landlord the difference between Tenant's Contribution for that Contribution Year
and the aggregate amount paid by Tenant on account of Tenant's  Contribution for
that Contribution Year. The payments shall be made within thirty (30) days after
Landlord renders a statement. If Tenant's Contribution for any Contribution Year
is less than the aggregate  monthly  installments paid under subsection (c) with
respect to that Contribution Year,  Landlord's statement shall be accompanied by
Landlord's good check subject to collection in the amount of the difference.

              (f) If Tenant's  Contribution for any Contribution Year is greater
or less than the  installments  payable on account of Tenant's  Contribution  in
accordance with section (c), monthly installments payable on account of Tenant's
Contribution for the subsequent  Contribution Year shall be one-twelfth (1/12th)
of Tenant's Contribution for the immediately prior Contribution Year.

              Section 11.05. Landlord's Obligation with Respect to Parking Area:

              Landlord  shall keep the Parking Area  properly  paved and in good
order and repair  throughout  the Term.  Landlord  shall keep the  Parking  Area
properly drained and shall provide painted stripes to designated parking spaces.
Within a  reasonable  time after the end of a snowfall  and from at least  10:00
a.m. to 10:00 p.m.  Monday  through  Saturday,  Landlord will commence to remove
accumulated snow and ice from the Parking Area and diligently prosecute the same
to  completion  so that,  to the extend  practicable,  the Parking Area shall be
reasonably  free of snow and  ice.  Landlord  may  deposit  accumulated  snow on
portions of the Common Area as may be necessary under the circumstances.  If any
ice cannot be removed with reasonable effort on the part of Landlord, it will be
sufficient for Landlord to spread sand or other abrasive substance over the ice.

                        ARTICLE XII. DESTRUCTION AND FIRE INSURANCE.

              Section 12.01. Rent Abatement:

              If the whole or any portion of the Demised  Premises is damaged by
fire or other casualty, Rent shall not abate.  Notwithstanding the foregoing, if
this  Lease  has not been  terminated  and if  Landlord  has not  completed  the
restoration of the Demised Premises as provided in Section 12.03,  within twelve
(12) months  following the fire or other  casualty,  thereafter Rent shall abate
until  such  restoration  is  substantially  completed.  In the event of partial
damage to the Demised  Premises,  such abatement shall be in the same percentage
as the floor area of the Demised  Premises  that is damaged as of the floor area
of the Demised Premises.

              Section 12.02. Option to Terminate:

              If all or a  substantial  portion of the  Demised  Premises or the
Building (even if the Demised  Premises is not damaged) shall be damaged by fire
or other  casualty,  this Lease shall not be  terminated,  except that  Landlord
shall  have the  option to  terminate  this  Lease  upon  giving  notice of such
termination within forty-five (45) days following such occurrence. Tenant hereby
waives all rights to terminate this Lease it may have by reason of damage to the
Demised Premises as a result of fire or other casualty pursuant to any presently
existing  or  hereafter  enacted  statute  or  other  law.  Notwithstanding  the
foregoing,  if this  Lease  has not  been  terminated  and if  Landlord  has not
substantially  completed the restoration of the Demised Premises, as provided in
Section 12.03,  within twelve (12) months  following the fire or other casualty,
Tenant  may, as its sole  remedy,  terminate  this Lease,  by notice to Landlord
within ten (10) days after the  expiration of said twelve (12) month period.  In
addition,  if a  "Substantial  Casualty" (as  hereinafter  defined)  shall occur
during the last two (2) years of the original Term or the Renewal  Term,  either
party may  terminate  this Lease by notice to the other within  thirty (30) days
after such  occurrence,  provided,  however,  that Tenant may negate  Landlord's
termination,  if Tenant, within ten (10) days after receipt of Landlord's notice
of termination,  exercises its renewal option, as set forth in Section 19.11.For
the  purpose  of this  Section,  "Substantial  Casualty"  means a fire or  other
casualty  resulting  in damage to the  Demised  Premises  to the extent of fifty
(5096) percent or more of the replacement value thereof.

              Section 12.03. Landlord's Obligation to Rebuild:

              If all or any portion of the  Demised  Premises is damaged by fire
orother  casualty  and this  Lease is not  terminated,  Landlord  shall,  within
areasonable time after such  occurrence,  repair or rebuild the Demised Premises
or such  portion to its or their  condition  immediately  prior to  Delivery  of
Possession and repair or rebuild Landlord's Work, as set forth on Exhibit B.

              Section 12.04. Tenant's Obligation to Rebuild:

              If this Lease is not terminated, Tenant shall, at its own cost and
expense,  repair and restore the entire Demised Premises, to the extent Landlord
is not obligated to repair or rebuild  pursuant to Section 12.03,  in accordance
with the provisions of Section 3.04.  Tenant shall  commence the  performance of
its work when notified by Landlord that the work to be performed by Landlord has
proceeded  to the  point  where  the work to be  performed  by  Tenant  can,  in
accordance with good  construction  practices,  then be commenced.  Tenant shall
perform  such work in a manner that will  restore  the  Demised  Premises to its
condition immediately prior to such occurrence.

              Section 12.05. Waiver of Subrogation:

              Landlord and Tenant each hereby releases the other,  its officers,
directors,  employees and agents, from liability or responsibility (to the other
or anyone claiming through or under them by way of subrogation or otherwise) for
any loss or damage to property  covered by valid and collectible  fire insurance
with standard extended coverage endorsement, even if such fire or other casualty
shall have been caused by the fault or negligence of the other party,  or anyone
for whom such party may be responsible.  However,  this release shall apply only
to loss or damage  occurring during such time as the releasor's fire or extended
coverage  insurance policies shall contain a clause or endorsement to the effect
that any such  release  shall not  adversely  affect or impair such  policies or
prejudice the right of the releasor to recover  thereunder.  Landlord and Tenant
each agrees that any fire and extended  coverage  insurance  policies carried by
each of them  respectively  and covering the Demised  Premises or their contents
will  include  such a  clause  or  endorsement  as long  as the  same  shall  be
obtainable  without extra cost, or, if extra cost shall be charged therefor,  so
long as the  other  party  pays  such  extra  cost.  If an extra  cost  shall be
chargeable  therefor,  each  party  shall  advise the other of the amount of the
extra cost.

                                     ARTICLE XIII. CONDEMNATION.

              Section 13.01. Definitions:

              Within the meaning of Article XIII,  the following  words have the
following meaning:

              (a) Award: means the award for or proceeds of any Taking, less all
expenses in connection therewith, including reasonable attorney's fees.

              (b) Taking:  means the taking of or damage to the Demised Premises
or the Complex or any portion thereof,  as the case may be, as the result of the
exercise of any power of eminent domain, condemnation,  or purchase under threat
thereof in lieu thereof.

              (c) Taking Date:  means,  with respect to any Taking,  the date on
which the condemning authority shall have the right to possession of the Demised
Premises or the Complex or any portion thereof, as the case may be.

              Section  13.02.  Total or  Substantial  Partial  Taking of Demised
Premises:

              In the  event of a Taking of the  whole of the  Demised  Premises,
other than a Taking for temporary use, this Lease shall automatically  terminate
as of the Taking  Date.  In the event of a Taking of any  portion of the Demised
Premises,  Landlord may, at its option, terminate this Lease by giving notice to
Tenant within six months of the date of such Taking.

              Section 13.03. Restoration:

              In the  event of a Taking  of a portion  of the  Demised  Premises
other than a Taking for  temporary  use and this Lease shall not terminate or be
terminated  under the provisions of Section 13.02 hereof,  Minimum Rent shall be
reduced  in the  proportion  that  the area so Taken  bears to the  entire  area
contained  within the Demised  Premises.  If a part of the Demised  Premises are
taken,  Landlord may restore or cause to be restored the remainder to the extend
practical.  However,  Landlord may refuse to restore the remainder.  If Landlord
refuses to restore  the  remainder  and gives  notice of its  refusal to Tenant,
either party may cancel this Lease by giving  notice to the other within  ninety
(90) days after  Landlord  shall have given notice of its  determination  not to
repair the damage.

              Section 13.04. Taking for Temporary Use:

              If there is a Taking of the Demised  Premises for  temporary  use,
this Lease shall continue in full force and effect, and Tenant shall continue to
comply with all of the provisions  thereof,  except as such compliance  shall be
rendered  impossible or impracticable by reason of such Taking and rent shall be
abate during the course of such Taking.

              Section 13.05. Disposition of Awards:

              All awards  arising from a total or partial  Taking of the Demised
Premises,  the  Building,  or of Tenant's  leasehold  interest,  shall belong to
Landlord without any participation by Tenant.  Tenant hereby assigns to Landlord
any share of such Award which may be awarded to Tenant.

                              ARTICLE XIV. INDEMNITY AND LIABILITY.

              Section 14.01. Indemnity:

              (a) Definition:  Within the meaning of Article XIV, "Claims" means
any  claims,  suits,  proceedings,  actions,  causes of action,  responsibility,
liability, demands, judgments, and executions.

              (b)  Tenant  hereby   indemnifies  and  agrees  to  save  harmless
Landlord,  any Master Lessor and Mortgagee  from and against any and all Claims,
which  either  (i) arise from or are in  connection  with the  possession,  use,
occupation,  management, repair, maintenance or control of the Demised Premises,
or any portion  thereof;  (ii) arise from or are in  connection  with any act or
omission of Tenant,  or Tenant's Agents' (iii) result from any Default,  breach,
violation or  non-performance  of this Lease or any provision therein by Tenant;
or (iv) result in injury to person or property or loss of life  sustained  in or
about  the  Demised  Premises.  Tenant  shall  defend  any  actions,  suits  and
proceedings  which  may be  brought  against  Landlord,  any  Master  Lessor  or
Mortgagee  with  respect to the  foregoing  or in which  they may be  impleaded.
Tenant shall pay, satisfy and discharge any judgements, orders and decrees which
may be recovered against Landlord, any Master Lessor, or Mortgagee in connection
with the foregoing.

              Section 14.02. Liability Insurance:

              (a)  Tenant  shall  provide  on or before it  enters  the  Demised
Premises  for any reason and shall keep in force during the Term for the benefit
of Landlord and Tenant,  liability insurance naming Landlord and any designee of
Landlord as additional insureds.  The policy shall protect Landlord,  Tenant and
any designee of Landlord  against any liability  occasioned by any occurrence on
or about the Demised Premises or any appurtenance  thereto,  or arising from any
of the items  indicated  in Section  14.01  against  which Tenant is required to
indemnify  Landlord.  Such  policy is to be  written  (i) by a good and  solvent
insurance company satisfactory to Landlord,  and (ii) in a combined single limit
of at least  $3,000,000.00  for  injury or death to one or more than one  person
arising from any one occurrence and in the amount of $1,000,000.00  with respect
to property damages.

              (b) If it becomes  customary for a  significant  number of similar
tenants  to be  required  to  provide  liability  insurance  policies  to  their
landlords with coverage limits higher than the foregoing limits, Tenant shall be
required,  on demand of Landlord,  to provide  Landlord with an insurance policy
whose limits are not less than the then customary limits.

              Section 14.03. Fire Insurance:

              (a) Tenant  shall  insure and keep its  personal  property and all
leasehold  improvements  installed  in the Demised  Premises or elsewhere in the
Complex  by Tenant  insured  against  damage by fire,  vandalism  and  malicious
mischief.   Tenant's   insurance   policy  shall  also  contain  the   following
endorsements  "Difference  Of  Condition",  and  "Demolition  Cost  Which May Be
Necessary To Comply With Building  Laws".  The coverage limits shall not be less
than the actual  replacement  value of the Leasehold  Improvements.  Replacement
value  shall be  determined  not less than every three years by the insurer or a
reputable insurance appraiser satisfactory to the insurer.  Tenant shall deliver
a true copy of the  determination of replacement value to Landlord at least once
every three years.

              (b) Tenant shall also carry  rental value  insurance in the amount
of  one  year's  Minimum  Rent,   estimated  Tax   Contributions   and  Tenant's
Contribution;  and  insurance  against such other hazards and in such amounts as
may  be  customarily  carried  by  tenants,  owners  and  operators  of  similar
properties as Landlord may reasonably  require for its  protection  from time to
time.

              Section 14.04. General Provisions with Respect to Insurance:

              (a) Upon the  execution  of this Lease and  before  any  insurance
policy shall  expire,  Tenant shall deliver to Landlord such policy or a renewal
thereof,  as the case may be,  together  with  evidence of payment of applicable
premiums.  Any insurance required to be carried hereunder may be carried under a
blanket policy covering the Demised Premises and other locations of Tenant; and,
if Tenant  includes the Demised  Premises in such blanket  coverage,  Tenant may
deliver to Landlord a duplicate original of such policy.

              (b) All insurance  policies required to be carried hereunder by or
on behalf of Tenant shall provide (and any certificate  evidencing the existence
of any insurance policies,  shall certify that): unless Landlord shall have been
given ten days' written notice of any cancellation failure to renew, or material
change as the case may be, (i) the  insurance  shall not be cancelled  and shall
continue in full force and effect,  (ii) the insurance carrier shall not fail to
renew the insurance policies for any reason, and (iii) no material change may be
made in the insurance policy.

              (c)  Each  insurance  policy  shall be  issued  by an  insurer  of
recognized   responsibility   reasonably  satisfactory  to  Landlord;  shall  be
satisfactory to Landlord in form and substance; and shall be carried in favor of
Landlord,  Tenant and all Mortgagees as their  respective  interests may appear.
Within the  meaning  hereof,  the term  "insurance  policy"  shall  include  any
extensions or renewals of such insurance policy.

              Section 14.05. Inability to Perform:

              (a)  Landlord  shall  not be  required  to  carry  out  any of its
obligations  hereunder,  nor be liable for loss or damage for  failure to do so,
nor shall the Tenant thereby be released from any of its obligations  hereunder,
where such failure arises by reason of delays caused by Force Majeure.

              (b) If Landlord is so delayed or prevented from  performing any of
its  obligations,  the period of such delay or such prevention shall be added to
the time herein provided for the performance of any such obligation.

              Section 14.06. Brokerage:

              Tenant  represents that there was no broker (other than any person
designated as Broker in Article I) instrumental in consummating  this Lease, and
that no conversations or prior negotiations were had with any broker (other than
the Broker)  concerning  the renting of the Demised  Premises.  Tenant agrees to
hold  Landlord   harmless  against  any  claims  for  brokerage   commission  or
compensation arising out of any conversations or negotiations had by Tenant with
any broker (other than the Broker).

                           ARTICLE XV. COVENANT OF QUIET ENJOYMENT.

              Landlord  covenants  that if  Tenant  pays the Rent and all  other
charges  provided  for herein,  performs  all of its  obligations  provided  for
hereunder,  and observes all of the other provisions hereof, Tenant shall at all
times during the Term  peaceably  and quietly  have,  hold and enjoy the Demised
Premises,  without any interruption or disturbance from Landlord, subject to the
terms hereof.

                   ARTICLE XVI. FAILURE TO PERFORM, DEFAULTS, REMEDIES.

              Section 16.01. Defaults, Conditional Limitation:

              (a) Each of the following events shall constitute a Default:

              (i) If  Tenant,  or any  Tenant's  Guarantor,  shall  (x)  make an
assignment for the benefit of creditors,  (y) file or acquiesce to a petition in
any court (whether or not pursuant to any statute of the United States or of any
state) in any bankruptcy, reorganization, composition, extension, arrangement or
insolvency  proceedings,  (z) make an application in any such proceedings for or
acquiesce  to the  appointment  of a trustee  or  receiver  for it or all of any
portion of its property.

              (ii)  If any  petition  shall  be  filed  against  Tenant,  or any
Tenant's Guarantor,  to which neither of them acquiesce in any court (whether or
not  pursuant  to any  statute  of  the  United  States  or  any  state)  in any
bankruptcy,  reorganization,  composition,  extension, arrangement or insolvency
proceedings,  and (x)  Tenant or any  Tenant's  Guarantor  shall  thereafter  be
adjudicated  a  bankrupt,  or (y) such  petition  shall be  approved by any such
court,  or W such  proceedings  shall not be dismissed,  discontinued or vacated
within thirty days.

              (iii) If, in any  proceeding,  pursuant to the  application of any
person other than Tenant,  or any  Tenant's  Guarantor to which  neither of them
acquiesce,  a receiver or trustee shall be appointed for Tenant, or any Tenant's
Guarantor  or  for  all or any  portion  of the  property  of  either  and  such
receivership or trusteeship shall not be set aside within thirty days after such
appointment.

              (iv) If Tenant  shall  refuse to take  possession  of the  Demised
Premises upon  Delivery of  Possession or shall vacate the Demised  Premises and
permit the same to remain unoccupied and unattended.

              (v) If Tenant is a  corporation  and any part or all of its shares
of stock shall be  transferred  by sale,  assignment,  operation of law or other
disposition so as to result in a change in the present  effective voting control
of Tenant by the person  owning a majority of the shares of stock on the date of
this Lease;  provided that a transfer of such stock in connection  with a merger
or purchase permitted under Section 10.01(e) shall not constitute a Default.

              (vi) If Tenant  shall  fail to pay any Rent,  or any other  charge
required  to be paid by Tenant  hereunder,  when the same  shall  become due and
payable,  and such failure shall continue for ten days after Landlord shall give
notice of the failure to Tenant.

              (vii) If  Tenant  shall  fail to  perform  or  observe  any  other
requirement  of this  Lease  to be  performed  or  observed  by  Tenant  but not
specifically  referred to in this Section,  and such failure shall  continue for
twenty days after Landlord shall give notice of the failure to Tenant.

              (b) This Lease is subject to the following  limitation:  If at any
time, a Default  shall occur,  then upon the happening of any one or more of the
aforementioned  Defaults,  Landlord  may give to Tenant a notice of intention to
end the  Term of this  Lease at the  expiration  of five  days  from the date of
service of such notice of termination.  At the expiration of such five days this
Lease and the Term as well as all of the right, title and interest of the Tenant
hereunder  shall  wholly  cease  and  expire,  and  Tenant  shall  then quit and
surrender  the  Demised  Premises  to the  Landlord.  But  notwithstanding  such
termination,  surrender,  and the  expiration  of  Tenant's  right,  title,  and
interest,  Tenant's  liability  under all of the  provisions of this Lease shall
continue.

              Section 16.02. Landlord's Re-Entry:

              If this Lease shall be terminated as herein provided, Landlord, or
its agents or  employees,  may  re-enter  the  Demised  Premises at any time and
remove therefrom  Tenant,  Tenant's Agents,  and subtenants,  and any licensees,
concessionaires or invitees,  together with any of its or their property, either
by summary dispossess proceedings or by any suitable action or proceeding at law
or by  force  or  otherwise.  In the  event of such  termination,  Landlord  may
repossess  and enjoy the  Demised  Premises.  Landlord  shall be entitled to the
benefits of all provisions of law  respecting  the speedy  recovery of lands and
tenements hold over by Tenant,  or proceedings in forceable  entry and detainer.
Tenant waives any rights to the service of any notice of Landlord's intention to
re-enter provided for by any present or future law. Landlord shall not be liable
in any way in  connection  with any action it takes  pursuant to the  foregoing.
Notwithstanding  any such  re-entry,  repossession,  dispossession  or  removal,
Tenant's liability under all of the provisions of this Lease shall continue.

              Section 16.03. Deficiency:

              (a) In case  of  re-entry,  repossession  or  termination  of this
Lease,  whether  the same is the result of the  institution  of summary or other
proceedings  or  not,  Tenant  shall  remain  liable  (in  addition  to  accrued
liabilities)  to the extent  legally  permissible  for (i) the (x) Rent, and all
other  charges  provided for herein until the date this Lease would have expired
had such termination, re-entry or repossession not occurred; and (y) expenses to
which Landlord may be put in re-entering the Demised  Premises  repossessing the
same;  making good any  Default of Tenant;  painting,  altering or dividing  the
Demised Premises; combining or placing the same in proper repair; protecting and
preserving the same by placing therein  watchmen and  caretakers;  reletting the
same (including  attorney's fees and  disbursements,  marshal's fees,  brokerage
fees,  in so  doing);  and any  expenses  which  Landlord  may incur  during the
occupancy  of any new  tenant;  minus (ii) the net  proceeds  of any  reletting.
Tenant  agrees to pay to  Landlord  the  difference  between  items (i) and (ii)
hereinabove  with respect to each month, at the end of such month.  Such payment
shall be made to Landlord at Landlord's  notice address or such other address as
Landlord may designate by giving notice to Tenant.  Any suit brought by Landlord
to enforce  collection of such  difference for any one month shall not prejudice
Landlord's  right to enforce the collection of any difference for any subsequent
month.  In addition to the foregoing,  Tenant shall pay to Landlord such sums as
the court which has jurisdiction  thereover may adjudge reasonable as attorney's
fees with respect to any successful  lawsuit or action instituted by Landlord to
enforce the provisions hereof.

              (b)  Landlord  may  relet  the  whole or any part of said  Demised
Premises for the whole of the unexpired period of this Lease, or longer, or from
time to time for shorter  period,  for any rental then  obtainable,  giving such
concessions of rent and making such special  repairs,  alterations,  decorations
and paintings  for any new tenant as it may in its sole and absolute  discretion
deem advisable. Tenant's liability as aforesaid shall survive the institution of
summary proceedings and the issuance of any warrant  thereunder.  Landlord shall
be under no obligation to relet or to attempt to relet the Demised Premises.

              Section 16.04. Agreed Final Damages:

              If Landlord so elects,  Tenant shall pay Landlord,  on demand,  as
liquidated,  agreed final  damages,  the Rent and all other  charges which would
have been  payable by Tenant  from the date of such demand to the date when this
Lease would have expired if it had not been  terminated as aforesaid,  minus the
fair rental value of the Demised  Premises for the same period.  Upon payment of
such  liquidated  and agreed  final  damages,  Tenant  shall be under no further
liability with respect to the period after the date of such demand.

              Section 16.05. Waiver of Right of Redemption:

              Tenant   hereby   expressly   waives   (to  the   extent   legally
permissible),  for itself and all persons claiming by, through, or under it, any
right of redemption or for the  restoration of the operation to this Lease under
any present or future law in case Tenant shall be dispossessed for any cause, or
in case  Landlord  shall  obtain  possession  of the Demised  Premises as herein
provided.

              Section 16.06. Landlord's Right to Perform for Account of Tenant:

              If Tenant shall be in Default hereunder, Landlord may, at any time
thereafter,  cure said  Default  for the  account  and at the expense of Tenant.
Tenant  shall pay,  with  interest at the  minimum  legal  rate,  on demand,  to
Landlord,  the amount so paid,  expended,  or incurred by the  Landlord  and any
expense of Landlord including attorney's  reasonable fees incurred in connection
with such Default; and all of the same shall be deemed to be additional rent.

              Section 16.07. Additional Remedies, Waivers, Etc.:

              With  respect  to  the  rights  and  remedies  of and  waivers  by
Landlord:  (a) the rights and  remedies of Landlord set forth herein shall be in
addition to any other right and remedy now and  hereafter  provided by law.  All
such rights and remedies  shall be  cumulative  and not exclusive of each other.
Landlord may exercise such rights and remedies at such times,  in such order, to
such extent,  and as often as Landlord deems advisable without regard to whether
the  exercise of one right or remedy  precedes,  concurs  with or  succeeds  the
exercise of another. (b) A single or partial exercise of a right or remedy shall
not  preclude U) a further  exercise  thereof,  or (ii) the  exercise of another
right or remedy,  from time to time.  (c) No delay or  omission  by  Landlord in
exercising  a right or remedy shall  exhaust or impair the same or  constitute a
waiver of, or acquiescence to a Default. (d) No waiver of a Default shall extend
to or  affect  any other  Default  or impair  any right or remedy  with  respect
thereto.  (e) No action or inaction by Landlord  shall  constitute a waiver of a
Default. (f) No waiver of a Default shall be effective, unless it is in writing.

              Section 16.08. Distraint:

              In addition to all other rights and  remedies,  if Tenant shall be
in Default  hereunder,  Landlord shall,  to the extent  permitted by law, have a
right of distress for Rent and a lien on all of Tenant's fixtures,  merchandise,
and  equipment  in the  Demised  Premises,  as  security  for Rent and all other
charges payable hereunder.

                               ARTICLE XVII. TENANT'S CERTIFICATE.

              At any time  within ten (10) days after  request by  Landlord,  by
written  instrument,  duly  executed and  acknowledged,  Tenant shall certify to
Landlord, any Mortgagee,  assignee of a Mortgagee,  any purchaser,  or any other
person,  specified  by  Landlord,  to the effect (a) whether or not Tenant is in
possession of the Demised Premises;  (b) whether or not this Lease is unmodified
and in full force and effect (or if there has been  modification,  that the same
is in full force and effect as modified  and setting  forth such  modification);
(c) whether or not there are then  existing  set-offs  or  defenses  against the
enforcement of any right remedy of Landlord, or any duty or obligation of Tenant
(and if so,  specifying the same);  and (d) the dates, if any, to which any Rent
or other charges have been paid in advance.

                                  ARTICLE XVIII. RIGHT OF ACCESS.

              Section 18.0l.. Entry:

              During any reasonable time before and after the Commencement Date,
Landlord  may enter upon the  Demised  Premises,  any  portion  thereof  and any
appurtenances thereto (with men and materials,  if required) for the purpose of:
(a) inspecting same; (b) making such repairs,  replacements or alterations which
it may be required to perform as herein  provided or which it may deem desirable
for the Demised  Premises;  and (c) showing the Demised  Premises to prospective
purchasers or lessees.

              Section 18.02. Easement for Pipes:

              Tenant shall permit  Landlord to erect,  use,  maintain and repair
pipes,  cables,  conduits,  plumbing,  vents and wires  in, to and  through  the
Demised Premises as and to the extent that Landlord may now or hereafter deem to
be necessary or  appropriate  for the proper  operation and  maintenance  of the
Complex,  provided that Landlord shall use  reasonable  efforts and proceed with
due diligence,  in order to minimize  interference  with the conduct of Tenant's
business.  In addition,  Landlord  shall not place or install any utility lines,
pipes, ducts, conduits or the like in the Demised Premises,  unless such work is
performed  along  walls,  below the floor or not lower than 18 inches  below the
ceiling joists. If Landlord  installs,  repairs,  replaces or maintains any such
items  and  any  damage  is  done  to  the  Demised  Premises,   Landlord  shall
cosmetically repair such damage.

                    ARTICLE XIX. INTERPRETATION, NOTICE, MISCELLANEOUS.

              Section 19.01. Interpretation:

              (a) Every term,  condition,  agreement or  provision  contained in
this Lease which imposes an  obligation on Tenant,  shall be deemed to be also a
covenant by Tenant.

              (b) Any reference  herein to subtenants or licensees  shall not be
deemed to imply that any  subtenants or licensees are permitted  hereunder.  Any
references herein to any extensions or renewals of the Term or any period during
which  licensee  may be in  possession  after the  Expiration  Date shall not be
deemed to imply that any extension or renewal of the Term is contemplated hereby
or that licensee shall be permitted to remain in possession after the expiration
of the Term.

              (c) If any provision of this Lease or the  application  thereof to
any person or circumstance shall to any extent be invalid or unenforceable,  the
remainder  of this Lease,  or the  application  of such  provision to persons or
circumstances  other than those to which it is invalid or  unenforceable,  shall
not be affected thereby,  and each provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.

              (d) The captions and headings used  throughout  this Lease are for
convenience  of reference only and shall not affect the  interpretation  of this
Lease.

              (e) Anything in this Lease to the contrary notwithstanding:

              (i) Any  provision  which  permits or requires a party to take any
particular  action  shall  also be deemed to permit or  require a party to cause
such action to be taken; and

                      (ii) Any  provision  which  requires any party not to take
any particular action shall be deemed to require the party not to permit such 
action to be taken by any person or by operation of law.

              (f) This Lease has been executed in several counterparts;  but the
counterparts shall constitute but one and the 'same instrument.

              (g)  Wherever a  requirement  is imposed on any party  hereto,  it
shall be deemed that such party shall be required to perform such requirement at
its own expense unless it is specifically otherwise provided herein.

              (h) The singular  includes the plural and the plural  includes the
singular.

              (i) This Lease shall be construed and enforced in accordance  with
the laws of the State in which the Demised Premises are situated.

              Section 19.02. Construing Various Words and Phrases:

              (a) Wherever it is provided herein that a party may perform an act
or do  anything,  it shall be  construed  that that party may,  but shall not be
obligated to, so perform or so do.

              (b) The words  "reenter"  and  "reentry"  as used  herein  are not
restricted to their technical legal meaning.

              (c) The following words and phrases shall be construed as follows:

              (i) "At any time" shall be construed as, "at any time or from time
to time".

              (ii) "Any" shall be construed as "any and all".

              (iii) "Including" shall be construed as "Including but not limited
to".

              Section 19.03. No Oral Changes:

               This Lease may not be changed or terminated orally.

              Section 19.04. Communications:

              No   notice,   request,   consent,   approval,   waiver  or  other
communication  under  this  Lease  shall  be  effective  unless,  but  any  such
communication  shall be effective and shall be-deemed to have been given if, the
same is in  writing  and is mailed by  registered  or  certified  mail,  postage
prepaid, addressed:

              (a) If to Landlord, to the address designated as Landlord's Notice
Address in Article I, or such other  address as  Landlord  designates  by giving
notice  thereof to Tenant,  with a copy  thereof to the  address  designated  as
Landlord's  Notice Copy Address in Article I or to such other person or party as
Landlord shall designate by notice to Tenant, and

              (b) If to Tenant,  to the address  designated  as Tenant's  Notice
Address in Article I, or such other address as Tenant shall  designate by giving
notice  thereof to Landlord,  with a copy of the address  designated as Tenant's
Notice  Copy  Address in  Article I or to such  other  person or party as Tenant
shall designate by giving notice thereof to Landlord.

              Section 19.05. Method of Payment:

              Except as herein otherwise expressly provided, all amounts payable
under this Lease shall be payable in coin or  currency  of the United  States of
 .America  which at the time of  payment is legal  tender for public and  private
debts.

              Section 19.06. Successors and Assigns:

              Subject to the provisions hereof,  this Lease shall bind and inure
to the benefit of the parties and their respective successors,  representatives,
heirs and assigns.

              Section 19.07. Responsibility of Tenant:

              Any  restriction on or requirement  imposed upon Tenant  hereunder
shall  be  deemed  to  extend  to  Tenant's  Guarantor,   Tenant's   subtenants,
concessionaires  and licensees and it shall be Tenant's  obligation to cause the
foregoing persons to comply with such restriction or requirement.

              Section 19.08. Hold Over:

              If Tenant shall  hold-over after the end of the Term, such holding
over shall be construed as a tenancy from month-to-month,  subject to all of the
provisions,  conditions  and  obligations  of this Lease,  except  that  monthly
Minimum Rent shall be twice the monthly  installment of Minimum Rent payable for
the last month of the Term.

              Section 19.09. Size of Demised Premises:

              Notwithstanding  anything to the contrary contained in this Lease,
in the event that the actual floor area of the Demised  Premises,  as determined
by Landlord's  Architect in accordance  with the provisions of the last sentence
of Section 2.12,  is greater or less than 75,000  square feet,  the Minimum Rent
per annum shall be  increased  or  decreased to reflect the actual floor area of
the Demised  Premises  based upon the rate of W $2.25 per square foot during the
first two (2) years of the Term;  (ii)  $2.50 per square  foot  during the third
(3rd)  through the fourth  (4th) years of the Term;  (iii) $2.75 per square foot
during the fifth (5th) through the sixth (6th) years of the Term; and (iv) $3.00
per square foot during the balance of the Term.  For the purposes of this Lease,
the floor area of the Demised  Premises shall be deemed to be 75,000 square feet
unless Landlord's  architect determines otherwise prior to the first anniversary
of the Commencement Date.

              Section 19.10. Liability of Landlord:

              Landlord  (and,  in  case  Landlord  shall  be  a  joint  venture,
partnership, tenancy-in-common association or other form of joint ownership) and
the  members  of  any  such  joint  venture,   partnership,   tenancy-in-common,
association or other form of joint  ownership  shall have absolutely no personal
liability  with respect to any  provision of this Lease,  or any  obligation  or
liability arising therefrom or in connection therewith. Tenant shall look solely
to the equity of the then owner of the Demised  Premises in the Demised Premises
(or if the interest of the Landlord is a leasehold  interest,  Tenant shall look
solely to such  leasehold  interest)  for the  satisfaction  of any  remedies of
Tenant in the event of a breach by the Landlord of any of its obligations.  Such
exculpation of liability shall be absolute and without any exception whatsoever.

              With  respect to any  provision of this Lease which  provides,  in
effect, that Landlord shall not unreasonably  withhold or unreasonably delay any
consent or any approval,  Tenant,  in no event,  shall be entitled to make,  nor
shall Tenant make,  any claim for, and Tenant  hereby waives any claim for money
damages; nor shall Tenant claim any money damages by way of setoff, counterclaim
or  defense,  based upon any claim or  assertion  by Tenant  that  Landlord  has
unreasonably  withheld or  unreasonably  delayed any  consent or  approval;  but
Tenant's  sole  remedy  shall be an action or  proceeding  to  enforce  any such
provision, or for specific performance, injunction or declaratory judgment.

              All property (whether real, personal or mixed) at any time located
in or upon the Demised  Premises  shall be at the risk of the Tenant  only,  and
Landlord  shall not become  liable for any damage to said property or to Tenant,
or to any other person or property,  caused by water leakage,  steam,  sewerage,
gas or odors or for any  damage  whatsoever  done or  occasioned  by or from any
boiler, plumbing, gas, water, steam or other pipes, or any fixtures or equipment
or appurtenances  whatsoever,  or for any damage arising from any act or neglect
or arising by reason of the use of, or any defect in, the  Demised  Premises  or
any of the fixtures, equipment or appurtenances therein contained, or by the act
or neglect of any other person or caused in any other manner whatsoever.

              Section 19.11. Renewal Term:

              (a) Provided that Tenant is not then in default under the terms of
this  Lease and  provided  further  that this  Lease  has not  theretofore  been
terminated  pursuant to the provisions  hereof,  Tenant shall have the option to
renew  this  Lease for one  additional  period of five (5) years  (the  "Renewal
Term").  The option to renew  shall  expire and be of no force or effect  unless
exercised by Tenant giving  written  notice thereof to Landlord sent not earlier
than the first day of the last month of the year immediately  preceding the last
year of the  original  Term and not later than the end of the first month of the
last year of the original Term.

              (b) All of the  terms,  conditions  and  provisions  of this Lease
shall remain in full force and effect during the Renewal  Term,  except that the
Minimum  Rent  shall be at an annual  rate  equal to the  greater  of the amount
obtained  by  multiplying  the floor area of the  Demised  Premises by $3.75 per
square  foot or ninety  (90%)  percent of the fair  market  rental  value of the
Demised Premises  determined as provided in subsection (c) of this Section,  and
except that Tenant shall have no further right to renew this Lease.

              (c) If Tenant shall  exercise its option to renew the Term of this
Lease,  then the fair market rental value of the Demised  Premises for the first
year of the Renewal Term shall be determined as follows:

                     (i) If the parties  cannot agree upon a fair market  rental
value, then each shall select an appraiser to make an
individual  judgment as to the fair market rental value.  If the two  appraisers
cannot  agree upon the fair  market  rental  value,  they  shall  select a third
appraiser,  whose  judgment as to fair market rental value shall be binding upon
the  parties.  In the event of the failure of Landlord or Tenant to designate an
appraiser within thirty (30) days after Tenant exercises any such option,  or in
the event of the  failure  of the two  appraisers  designated  to select a third
appraiser,  either  party  shall  have the right to apply to the  Morris  County
Superior  Court  of the  State  of New  Jersey  to  designate  an  appraiser  or
appraisers.

                     (ii) All appraisers  designated  under this  subsection (c)
shall be members of the American Institute of Real
Estate Appraisers.

                     (iii) The  determination  of the appraisers  shall be final
and binding on the parties and shall be retroactive to
the first day of the Renewal Term.  Until said Minimum Rent has been determined,
as provided in this  subsection  (c),  Tenant shall  continue to pay the Minimum
Rent stipulated during the original Term.

              (d) No  option  granted  to Tenant to renew  this  Lease,  nor the
exercise of any such option by Tenant,  shall prevent  Landlord from  exercising
any right  granted or reserved to Landlord in this Lease or which  Landlord  may
have by virtue of any law to terminate  this Lease,  either  during the original
Term or during the Renewal Term.  Any  termination  of this Lease shall serve to
terminate any renewal option  whether or not Tenant shall have  exercised  same.
Any right on the part of Landlord to terminate this Lease shall continue  during
the Renewal Term,  and no option  granted to Tenant to renew this Lease shall be
deemed to give Tenant any further option to renew beyond the Renewal Term.

              Section 19.12. Execution:

              This Lease shall be of no force and effect  unless and until it is
executed by both Landlord and Tenant.

              IN WITNESS WHEREOF,  Landlord and Tenant have caused this Lease to
be executed as of the day and year first above written.

ATTEST:                                     LANDLORD: Vornado,
Inc.

                                            By:

ATTEST:                                     TENANT: J. Leven & Co.

                                            By:

STATE OF New York
                                       SS.:
COUNTY OF New York

              On this 4th day of May  1983,before me personally came to me David
              A. Rapaport,  known,  who, being by me duly sworn,  did depose and
              say that resides at at 26 Navajo Road, E. Brunswick, NJ that he is
              the Vice  President,  Legal  of J.  Leven & Co.,  the  corporation
              described in and which executed the foregoing Lease; that he knows
              the  seal of said  corporation,  that  the  seal  affixed  to said
              instrument is such corporate seal, that it was so affixed by order
              of the board of directors of said corporation,  and that he signed
              his name thereto by like order.

              In witness whereof I hereunto set my hand and official seal.

                                                         Notary Public
                    (Notarial Seal)                  LYDIA M. DeSANTIS 
                                             Notary Public State of New York
                                                       No. 31-4724309
                                                Qualified in New York County
                                              Term Expires March 30, 125

GUARANTY

       In consideration of, and as an inducement for the granting, execution and
delivery of the  foregoing  lease,  dated , 1983  ("Lease"),  by Vornado,  Inc.,
Landlord  therein named  ("Landlord",  which term shall be deemed to include the
named Landlord and its successors and assigns) to J. Leven & Co., Tenant therein
named ("Tenant",  which term shall be deemed to include the named Tenant and its
successors and assigns),  and in further consideration of the sum of One ($1.00)
Dollar  and  other  good and  valuable  consideration  paid by  Landlord  to the
undersigned,  the receipt and sufficiency of which are hereby acknowledged,  the
undersigned,  National Patent Development Corporation,  ("Guarantor", which term
shall be deemed to include the named  Guarantor and its successors and assigns),
hereby  guarantees,  absolutely  and  unconditionally,  to Landlord the full and
prompt  payment  of  Rent  and  other  charges  and  sums  (including,   without
limitation,  Landlord's  legal  expenses  and  reasonable  attorneys'  fees  and
disbursements)  payable by Tenant under the Lease, and hereby further guarantees
the full and timely  performance  and  observance of all the  covenants,  terms,
conditions  and  agreements  therein  provided to be  performed  and observed by
Tenant;  and Guarantor  hereby covenants and agrees to and with Landlord that if
default  shall at any time be made by Tenant in the payment of any Rent or other
charges and sums, or if Tenant should default in the  performance and observance
of any of the terms,  covenants and conditions contained in the Lease, Guarantor
shall and will  forthwith  pay Rent and all other  charges and sums, to Landlord
and any arrears  thereof,  and shall and will forthwith  faithfully  perform and
fulfill all of such terms,  covenants and  conditions  and will forthwith pay to
Landlord  all  damages  that may arise in  consequence  of any default by Tenant
under the Lease, including,  without limitation, all reasonable attorneys' fees,
and  disbursements  incurred by  Landlord  or caused by any such  default or the
enforcement of this Guaranty.

       This Guaranty is an absolute and  unconditional  guaranty of payment (and
not  of  collection)  and  of   performance.   The  liability  of  Guarantor  is
co-extensive with that of Tenant and this Guaranty shall be enforceable  against
Guarantor  without the necessity of any suit or proceeding on Landlord's part of
any kind or nature  whatsoever  against  Tenant and without the necessity of any
notice of non-payment,  non-performance  or  non-observance  or of any notice of
acceptance of this Guaranty or of any other notice or demand to which  Guarantor
might otherwise be entitled,  all of which Guarantor  hereby  expressly  waives.
Guarantor  hereby  expressly  agrees that the validity of this  Guaranty and the
obligations  of Guarantor  hereunder  shall in no way be  terminated,  affected,
diminished  or impaired by reason of (a) the  assertion or the failure to assert
by Landlord against Tenant of any of the rights or remedies reserved to Landlord
pursuant  to the  terms,  covenants  and  conditions  of the  Lease,  or (b) any
non-liability  of Tenant under the Lease,  whether by  insolvency,  discharge in
bankruptcy,  or any other defect or defense which may now or hereafter  exist in
favor of Tenant.

       This  Guaranty  shall be a  continuing  guaranty,  and the  liability  of
Guarantor  hereunder  shall in no way be  affected,  modified or  diminished  by
reason of (a) any assignment,  renewal, modification,  amendment or extension of
the Lease,  or (b) any  modification or waiver of or change in any of the terms,
covenants  and  conditions  of the  Lease by  Landlord  and  Tenant,  or (c) any
extension  of time that may be granted by Landlord to Tenant,  (d) any  consent,
release, indulgence or other action, inaction or omission under or in respect of
the Lease,  or (e) any  dealings or  transactions  or matter or thing  occurring
between Landlord and Tenant, or (f) any bankrupt.,  insolvency,  reorganization,
liquidation, arrangement, assignment for the benefit of creditors, receivership,
trusteeship  or  similar  proceeding  affecting  Tenant,  whether  or not notice
thereof or of any thereof is given to Guarantor.

       Should  Landlord be obligated by any  bankruptcy or other law to repay to
Tenant or to Guarantor or to any trustee,  receiver or other  representative  of
either of them, any amounts  previously  paid, this Guaranty shall be reinstated
in the amount of such repayments.  Landlord shall not be required to litigate or
otherwise  dispute its  obligations to make such  repayments if it in good faith
believes  that  such  obligation  exists.No  delay  on the part of  Landlord  in
exercising  any right,  power or  privilege  under this  Guaranty  or failure to
exercise  the same  shall  operate as a waiver of or  otherwise  affect any such
right,  power or  privilege,  nor shall any single or partial  exercise  thereof
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or privilege.

      No  waiver or  modification  of any  provision  of this  Guaranty  nor any
termination  of this Guaranty  shall be effective  unless in writing,  signed by
Landlord;  nor  shall  any such  waiver be  applicable  except  in the  specific
instance for which given.

      All of  Landlord's  rights  and  remedies  under the Lease and under  this
Guaranty,  now or  hereafter  existing  at law or in  equity  or by  statute  or
otherwise, are intended to be distinct,  separate and cumulative and no exercise
or partial  exercise of any such right or remedy therein or herein  mentioned is
intended to be in exclusion of or a waiver of any of the others.

      Guarantor  agrees that whenever at any time or from time to time Guarantor
shall make any payment to  Landlord or perform or fulfill any term,  covenant or
condition  hereunder  on  account  of  the  liability  of  Guarantor  hereunder,
Guarantor  will notify  Landlord in writing that such payment or  performance as
the  case  may be,  is for such  purpose.  No such  payment  or  performance  by
Guarantor   pursuant  to  any  provision  hereof  shall  entitle   Guarantor  by
subrogation  or  otherwise to the rights of Landlord to any payment by Tenant or
out of the property of Tenant,  except after payment of all sums or  fulfillment
of all  covenants,  terms,  conditions  or agreements to be paid or performed by
Tenant.

      Guarantor  agrees that it will, at any time and from time to time,  within
ten  (10)  business  days  following  written  request  by  Landlord,   execute,
acknowledge and deliver to Landlord a statement certifying that this Guaranty is
unmodified  and in full force and  effect (or if there have been  modifications,
that  the  same is in full  force  and  effect  as  modified  and  stating  such
modification). Guarantor agrees that such certificate may be relied on by anyone
holding or proposing to acquire any interest in the "Complex" (as defined in the
Lease) from or through Landlord or by any mortgagee or prospective  mortgagee of
the Complex or of any interest therein.

      As a further  inducement  to Landlord to make and enter into the Lease and
in consideration thereof,  Landlord and Guarantor covenant and agree that in any
action or proceeding  brought on, under or by virtue of this Guaranty,  Landlord
and  Guarantor  shall  and do  hereby  waive  trial by jury.  Without  regard to
principles of conflicts of laws, the validity,  interpretation,  performance and
enforcement  of this  Guaranty  shall be governed by and construed in accordance
with the internal laws of the State in which the Complex is located.

      Guarantor  warrants and represents to Landlord that it has the legal right
and capacity to execute this Guaranty.  In the event that this Guaranty shall be
held ineffective or unenforceable by any court of competent  jurisdiction,  then
Guarantor shall be deemed to be a tenant under the Lease with the same force and
effect as if Guarantor were expressly named as a joint tenant therein.

      As used  herein,  the term  "successors  and  assigns"  shall be deemed to
include the heirs and legal representatives of Tenant and Guarantor, as the case
may be. If there is more than one Guarantor,  the liability  hereunder  shall be
joint and several. All terms and words used in this Guaranty,  regardless of the
number or gender in which they are used,  shall be deemed to  include  any other
number and any other gender as the context may require.

      If Guarantor is an individual,  Guarantor  warrants and represents that it
is owner of more than fifty percent (50%) of the issured and outstanding  shares
of voting stock of Tenant, and is a principal officer of Tenant. If Guarantor is
a corporation,  Guarantor  warrants and represents that Tenant is a wholly-owned
subsidiary of Guarantor (or a  wholly-owned  subsidiary of another  wholly-owned
subsidiary of Guarantor) and that the execution and delivery of this Guaranty is
not in  contravention of its charter or by-laws or applicable state laws and has
been duly  authorized  by its Board of  Directors.  Upon  request  of  Landlord,
Guarantor  agrees  to  deliver  to  Landlord  a  Secretary's  certification  and
corporate resolution authorizing the execution and delivery of this Guaranty.

      If Guarantor fails to pay any amount payable under this Guaranty when due,
interest on such amount shall  accrue at the highest  legal rate  chargeable  to
Guarantor in the state in which the Complex is located.

       IN WITNESS WHEREOF, the undersigned has duly executed this Guaranty as of
The 4th day of 1983.

                                    National Patent Development
                                    Corporation

                                    By:

STATE OF New York
                                       ss.:
COUNTY OF New York

On this 4th day of May 1983,before me personally  came to me David A. Rapaport
known  who,  being by me duly  sworn,  did  depose and say that he resides at 26
Navajo Road, E. Brunswick, NJ, that he is the Vice President,  Legal of National
Patent Development Corporation,  the corporation described in and which executed
the foregoing  Guaranty;  that he knows the seal of said  corporation,  that the
seal affixed to said  instrument is such corporate  seal, that it was so affixed
by order of the board of directors of said  corporation,  and that he signed his
name thereto by like order.

       In witness whereof I hereunto set my hand and official seal.

                                                           Notary Public

(Notarial Seal)