STANDARD FORM OF STORE LEASE THE REAL ESTATE BOARD OF NEW YORK, INC. AGREEMENT OF LEASE MADE AS OF THIS 26TH day of March, 1993 between JOHN PADUANO, party of the first part, hereinafter referred to as OWNER and CHILD'S PLAYROBICS, INC., a domestic...

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


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         AGREEMENT OF LEASE MADE AS OF THIS 26TH day of March, 1993 between XXXX
XXXXXXX,  party of the first part,  hereinafter referred to as OWNER and CHILD'S
PLAYROBICS,  INC., a domestic  corporation,  party of second  part,  hereinafter
referred to as TENANT.

         WITNESSETH:  Owner hereby lease to Tenant and Tenant  hereby hires from
Owner the entire premises  (building,  lot, basement and parking lot) located at
000 Xxxxxx X, Xxxxx 7104, lot 499 (listed on 1964 Cert. Of Occup. As lot 522) in
the Borough of  Brooklyn,  City of New York,  for term of Fifteen (15) Years (or
until  such term  shall  sooner  cease and expire as  hereinafter  provided)  to
commence on the

         Day of           nineteen hundred and               , and to end on the
thirtieth (30) day of May, two thousand and fourteen both dates inclusive, at an
 annual rate of $                                   .  See paragraph "C" hereof.

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

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

         RENT  OCCUPANCY

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

                    2. Tenant shall use and occupy demised premises for use as a
                    children  play center  with  refreshment,  retail  sales and
                    related use and for no other  purpose,  tenant  shall at all
                    times  conduct its  business  in a high grade and  reputable
                    manner, shall not violate Articles 37 hereof, and shall keep
                    show windows and signs in a neat and clean condition.

         ALTERATIONS

                    3. Tenant shall make no changes in or to demised premises of
                    any nature without Owner's prior written consent. Subject to
                    prior written consent of Owner and to the provisions of this
                    articles,  Tenant at Tenant's expense, may make alterations,
                    installations,    additions   or   improvement   which   are
                    nonstructural  and which do not affect  utility  services or
                    plumbing  and  electrical  lines,  in or to the  interior of
                    demised  premises by using  contractors  or mechanics  first
                    approved  by  Owner.   Tenant   shall,   before  making  any
                    alterations, installations, additions or improvement, at its
                    expense,  obtain all  permits,  approvals  and  certificates
                    required by any  governmental or  quasi-governmental  bodies
                    and (upon completion) certificates of final approval thereof
                    and shall deliver  promptly  duplicates of all such permits,
                    approvals  and  certificates  to Owner and Tenant  agrees to
                    carry   and   will   cause    Tenant's    contractors    and
                    sub-contractors   to  carry  such  xxxxxxx'x   compensation,
                    general liability, personal and property damage insurance as
                    Owner may require.  If any mechanic's  lien is filed against
                    the  demised  premises,  or the  building  of which the same
                    forms a

                                       53






                    part,  for work  claimed  to have  done  for,  or  materials
                    furnished to,  Tenant,  whether or not done pursuant to this
                    article,  the same shall be  discharged by Tenant within ten
                    days thereafter,  at Tenant's  expense,  bu filling the bond
                    required by law. All fixtures and all paneling,  partitions,
                    railing and installations,  installed in the premises at any
                    times,  either  by Tenant  or by Owner in  Tenant's  behalf,
                    shall, upon installations,  become the property of Owner and
                    shall  remain  upon  and be  surrendered  with  the  demised
                    premises  unless  Owner,  by notice to Tenant no later  then
                    twenty  days prior to the date fixed as the  termination  of
                    this lease,  elects to relinquish Owner's rights thereto and
                    to have them  removed by Tenant,  in which  event,  the same
                    shall be removed  from the  premises by Tenant  prior to the
                    expirations of the lease,  at Tenant's  expense.  Nothing in
                    this article shall be construed to give Owner title to or to
                    prevent Tenant's removal of trade fixtures, moveables office
                    furniture and  equipment,  but upon removal of any such from
                    the premises or upon removal of other  installations  as may
                    be requires by Owner.  Tenant shall  immediately  and at its
                    expense,  repair and restore the  premises to the  condition
                    existing prior ro installation  and repair any damage to the
                    demised  premises or the building due to such  removal.  All
                    property  permitted  or  required to be removed by Tenant at
                    the end of the term remaining in the premises after Tenant's
                    removal  shall be deemed  abandoned and may, at the election
                    of Owner,  either be retained as Owner's  property or may be
                    removed from the premises by Owner at Tenant's expense.

         REPAIR

                    4. Owner shall  maintain  and repair the public  portions of
                    the building,  both  exterior and  interior,  except that if
                    Owner allows  Tenant to erect on the outside of the building
                    a sign or signs, or a hoist,  lift or sidewalk  elevator for
                    the  exclusive  use of Tenant.  Tenant shall  maintain  such
                    exterior  installations  in good  appearance and shall cause
                    the same to be operated in a good and workmanlike manner and
                    shall make all repair thereto necessary to keep same in good
                    order and condition,  at Tenant's own cost and expense,  and
                    shall cause the same to be covered by the insurance provided
                    for  hereafter in Article 8. Tenant  shall,  throughout  the
                    term of this lease,  take good care of the demised  premises
                    and  the  fixtures  and  appurtenances   therein,   and  the
                    sidewalks  adjacent  thereto,  and  it  its  sole  cost  and
                    expense, make all non-structural repairs thereto as and when
                    needed to preserve them in good working order and condition,
                    reasonable wear and tear,  obsolescence  and damage from the
                    elements  and  fire  or  other  casualty,  excepted.  If the
                    demised  premises be or become infested with vermin,  Tenant
                    shall at Tenant's expense, cause the same to be exterminated
                    from time to time to the  satisfaction  of Owner.  Except as
                    specifically  provide  in  Article  9 or  elsewhere  in this
                    lease,  there  shall be no  allowance  to the Tenant for the
                    diminution  of rental  value and no liability on the part of
                    Owner by reason  of  inconvenience,  annoyance  or injury to
                    business  arising  from  Owner,  Tenant or others  making or
                    failing  to  make  any  repair,  alterations,  additions  or
                    improvements  in or to any  portion of the  building  or the
                    demised premises,  or in and to the fixtures,  appurtenances
                    or equipment thereof.  The provisions of this article 4 with
                    respect o the  making of repair  shall not apply in the case
                    of fire or other  casualty which are dealt with in article 9
                    hereof.

                                       54






         WINDOW CLEANING

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

         FIRE REQUIREMENTS

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

         SUBORDINATION

                    7. This lease is subject  and  subordinate  to all ground or
                    underlying  leases  and to all  mortgages  which  may now or
                    hereafter  affect such leases or the real  property of which
                    demised   premises   are  a  part   and  to  all   renewals,
                    modifications,  consolidations,  replacements and extensions
                    of any such  underlying  leases and  mortgages.  This clause
                    shall  be  self  operative  and  no  further  instrument  of
                    subordination  shall be required by any ground or underlying
                    lessor or by any  mortgagee  affecting any lease or the real
                    property  of  which  the  demised  premises  are a part.  In
                    confirmation  of such  subordination,  Tenant shall  execute
                    promptly any certificate that Owner may request.

                                       55








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

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

         DESTRUCTION, FIRE AND OTHER CASUALTY:

                    9. (a) If the demised  promises or any part thereof shall be
                    damaged  by  fire  or  other  casualty,  Tenant  shall  give
                    immediate  notice  thereof  to Owner  and this  lease  shall
                    continue in full force and effect except as hereinafter  set
                    forth. (b) If the demised premises are partially  damaged or
                    rendered partially  unusable by fire or other casualty,  the
                    damages  thereto  shall be repaired by and at the expense of
                    Owner and the rent, until such repair shall be substantially
                    completed,  shall be apportioned  from the day following the
                    casualty  according  to the  part of the  premises  which is
                    usable.  (c) If the demised  premises are totally damaged or
                    rendered wholly unusable by fire or other casualty, then the
                    rent  shall  be  proportionately  paid up to the time of the
                    casualty and thenceforth shall cease until the date when the
                    premises  shall have been  repaired  and  restored by owner,
                    subject to Owner's right to elect not to restore the same as
                    hereinafter

                                       56






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

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

                                       57






         ASSIGNMENT, MORTGAGE, ETC.:

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

         ELECTRIC:

                    12. Rates and  conditions in respect to  submetering or rent
                    inclusion, as the case may be, to be added in RIDER attached
                    hereto.  Tenant  covenants  and agrees that at all times its
                    use of  electric  current  shall not exceed the  capacity of
                    existing  feeders  to the  building  or the risers or wiring
                    installation and Tenant may not use any electrical equipment
                    which,  in  Owner's  opinion,   reasonably  exercised,  will
                    overload  such  installations  or  interfere  with  the  use
                    thereof by other tenants of the building,  The change at any
                    time of the  character of electric  service shall in no wise
                    make Owner liable or  responsible  to Tenant,  for any loss,
                    damages or expenses which Tenant may sustain.

         ACCESS TO PREMISES:

                    13. Owner or Owner's  agents shall have the right (but shall
                    not be  obligated)  to enter  the  demised  premises  in any
                    emergency at any time, and, at other  reasonable,  times, to
                    examine the same and to make such repairs,  replacements and
                    improvements  as Owner  may deem  necessary  and  reasonably
                    desirable  to any portion of the building or which Owner may
                    elect  to  perform,  in  the  premises,  following  Tenant's
                    failure to make  repairs or perform any work which Tenant is
                    obligated to perform under this lease, or for the purpose of
                    complying  with laws,  regulations  and other  directions of
                    governmental  authorities.  Tenant shall permit Owner to use
                    and maintain  and replace  pipes and conduits in and through
                    the  demised  premises  and to erect new pipes and  conduits
                    therein,  provided  they are within  the  walls.  Owner may,
                    during the  progress  of any work in the  demised  premises,
                    take  all  necessary   materials  and  equipment  into  said
                    premises without the same constituting an eviction nor shall
                    the Tenant be entitled to any  abatement  of rent while such
                    work is in progress  nor to any damages by reason of loss or
                    interruption  of business or otherwise.  Throughout the term
                    hereof  Owner  shall  have the  right to enter  the  demised
                    premises at reasonable  hours for the purpose of showing the
                    same to prospective purchasers or mortgages of the building,
                    and during  the last six months of the term for the  purpose
                    of showing the same to prospective  tenants and may,  during
                    said six months  period,  place upon the  premises the usual
                    notice "To Let" and "For Sale"' which notices Tenant shall

                                       58






                    permit to remain thereon without molestation. If Tenants not
                    present to open and permit an entry into the premises, Owner
                    or Owner's agents may enter the same whenever such entry may
                    be  necessary or  permissible  by master key or forcibly and
                    provided  reasonable care is exercised to safeguard Tenant's
                    1)property  and such  entry  shall not  render  Owner or its
                    agents   liable   therefore  nor  in  any  event  shall  the
                    obligations of the Tenant  hereunder be affected.  If during
                    the last month of term,  Tenant  shall have  removed  all or
                    substantially all of Tenant's property therefrom,  Owner may
                    immediately enter, alter, renovate or redecorate the demised
                    premises  without   limitation  or  abatement  of  rent,  or
                    incurring  liability to Tenant for any compensation and such
                    act  shall  have  no  effect  on  this  lease  or   Tenant's
                    obligations  hereunder.  Owner  shall  have the right at any
                    time,  without the same constituting an eviction and without
                    incurring   liability  to  Tenant  therefor  to  change  the
                    arrangement    and/or   location   of   public    entrances,
                    passageways,  doors, doorways, corridors, elevators. stairs,
                    toilets, or other public parts of the building and to change
                    the name, number or designation by which the building may be
                    known.

         VAULT, VAULT SPACE, AREA:

                    14. No vaults,  vault space or area, whether or not enclosed
                    or covered,  not within the property line of the building is
                    leased hereunder,  anything contained in or indicated on any
                    sketch,  blue print or plan, or anything contained elsewhere
                    in this lease to the contrary  notwithstanding.  Owner makes
                    no representation as to the rotation of the property line of
                    the building.  All vaults and vault space and all such areas
                    not within the property line of the  building,  which Tenant
                    may be permitted to use and/or occupy,  is to be used and/or
                    occupied under a revocable license,  and if any such license
                    be  revoked,  or if the  amount  of  such  space  or area be
                    diminished  or required by any  federal,  state or municipal
                    authority or public  utility.  Owner shall not be subject to
                    any   liability   nor  shall   Tenant  be  entitled  to  any
                    compensation  or diminution or abatement of rent,  nor shall
                    such   revocation,   diminution  or  requisition  be  deemed
                    constructive or actual  eviction.  Any tax, fee or charge of
                    municipal  authorities  for such vault or area shall be paid
                    by Tenant.

         OCCUPANCY:

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

         BANKRUPTCY:

                    16. (a)  Anything  elsewhere  in this lease to the  contrary
                    notwithstanding.  this lease may be  canceled by Landlord by
                    the  sending  of  a  written   notice  to  Tenant  within  a
                    reasonable  time after the  happening  of any one or more of
                    the  following  events:  (1) the  commencement  of a case in
                    bankruptcy  or under the laws of any state naming  Tenant as
                    the debtor;  or (2) the making by Tenant of an assignment or
                    any other arrangement for the benefit of creditors under any
                    state statute, neither Tenant nor any person claiming

                                       59






                    through  or under  Tenant,  or by reason of any  statute  or
                    order of court,  shall  thereafter be entitled to possession
                    of  the  premises  demised  but  shall  forthwith  quit  and
                    surrender the  premises.  If this lease shall be assigned in
                    accordance with its terms. the provisions of this Article 16
                    shall be applicable  only to the party then owning  Tenant's
                    interest in this case.  (b) It is stipulated and agreed that
                    in the event of the  termination  of this lease  pursuant to
                    (a) hereof, Owner shall forthwith, notwithstanding any other
                    provisions  of this lease to the  contrary,  be  entitled to
                    recover from Tenant as and for liquidated  damages an amount
                    equal to the difference  between the rent reserved hereunder
                    for the  unexpired  portion of the term demised and the fair
                    and reasonable  rental value of the demise  premises for the
                    same  period.   In  the  computation  of  such  damages  the
                    difference  between any  installment  of rent  becoming  due
                    hereunder  after  the date of  termination  and the fair and
                    reasonable  rental  value of the  demised  premises  for the
                    period  for which  such  installment  was  payable  shall be
                    discounted  to the date of  termination  at the rate of four
                    per  cent  (4%)  per  annum.  If such  premises  or any part
                    thereof  be re-let by the  Owner for the  unexpired  term of
                    said lease,  or any part  thereof,  before  presentation  of
                    proof of such liquidated damages to any court, commission or
                    tribunal,  the amount or rent reserved upon such  re-letting
                    shall be deemed to be the fair and  reasonable  rental value
                    for the part or the whole of the  premises so re-let  during
                    the term of the re-letting.  Nothing herein  contained shall
                    limit or  prejudice  the right of the Owner to prove for and
                    obtain as liquidated  damages by reason of such termination,
                    an amount  equal to the  maximum  allowed by any  statute or
                    rule of law in effect at the time when,  and  governing  the
                    proceedings in which. such damages are to be proved, whether
                    or not such  amount be  greater,  equal to, or less than the
                    amount of the difference referred to above.

         DEFAULT:

                    17.  (1)  If  Tenant  defaults  in  fulfilling  any  of  the
                    covenants  of this lease  other than the  covenants  for the
                    payment  of  rent or  additional  rent.,  or if the  demised
                    premises  become vacant or deserted;  or if any execution or
                    attachment shall be issued against Tenant or any of Tenant's
                    property  whereupon the demised  promises  shall be taken or
                    occupied by someone  other than Tenant;  or if this lease be
                    rejected  under  Section  365 of Title  11 of the U.S.  Code
                    (Bankruptcy  Code);  or if Tenant shall fail to move into or
                    take  possession  of he premises  within  Fifteen  (15) days
                    after the  commencement  of the term of this lease, of which
                    fact Owner  shall the the sole  judge;  then,  in any one or
                    more of such events,  upon Owner  serving a written five (5)
                    days  notice  upon  Tenant  specifying  the  nature  of said
                    default.  and upon the  expiration of said five (5) days, if
                    Tenant  shall  have  failed  to comply  with or remedy  such
                    default,  or if the said default or omission  complained  of
                    shall be of a nature  that the  same  cannot  be  completely
                    cured or remedied  within  said five (5) day period,  and if
                    Tenant  shall  not have  diligently  commenced  curing  such
                    default  within  such  five (5) day  period,  and  shall not
                    thereafter  with  reasonable  diligence  and in  good  faith
                    proceed to remedy or cure such default, then Owner may serve
                    a written  three (3) days  notice  of  cancellation  of this
                    lease upon Ten ant,  and upon the  expiration  of said three
                    (3) days, this lease and the term  thereunder  shall end and
                    expire as fully and completely as if the expiration

                                       60






                    of such three (1) day period were the day herein  definitely
                    fixed for the end and expiration of this lease, and the term
                    thereof and Tenant shall then quit and surrender the demised
                    premises  to  Owner  but  Tenant  shall  remain   liable  as
                    hereinafter provided.

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

         REMEDIES OF OWNER AND WAIVER OF REDEMPTION:

                    18. In case of any such default, re-entry, expiration and/or
                    dispossess  by summary  proceedings  or  otherwise,  (a) the
                    rent, and additional rent, shall become due thereupon and be
                    paid  up to the  time of such  re-entry,  dispossess  and/or
                    expiration. (b) Owner may re-let the premises or any part or
                    parts thereof, either in the name of Owner or otherwise, for
                    a term OR TERMS WHICH MAY AT OWNER'S  OPTION BE LESS than or
                    exceed the period which would otherwise have constituted the
                    balance of the term of this lease and may grant  concessions
                    or free  rent or  charge a higher  rental  than that in this
                    lease,  and/or  (c) Tenant or the legal  representatives  of
                    Tenant  shall also pay Owner as  liquidated  damages for the
                    failure  of Tenant to  observe  and  perform  said  Tenant's
                    covenants herein contained,  any deficiency between the rent
                    hereby  reserved  and/or  convenanted to be paid and the net
                    amount if any,  of the rents  collected  an  account  of the
                    subse quent lease or leases of the demised premises for each
                    month of the period which would  otherwise have  constituted
                    the balance of the term of this lease.  The failure of Owner
                    to re-let the  premises or any part or parts  thereof  shall
                    not release or affect  Tenant's  liability  for damages.  In
                    computing  such  liquidated  damages there shall be added to
                    the said  deficiency  such  expenses  as Owner  may incur in
                    connection  with  re-  letting,   such  as  legal  expenses,
                    attorneys' fees, brokerage,  advertising and for keeping the
                    demised premises in good order or for preparing the same for
                    re-letting.  Any such  liquidated  damages  shall be paid in
                    monthly  installments by Tenant on the rent day specified in
                    this lease.  Owner, in putting the demised  premises in good
                    order or  preparing  the same for re- rental may, at Owner's
                    option, make such alterations, repairs, replacements, and/or
                    decorations  in the demised  premises  as Owner,  in Owner's
                    sole  judgement,  considers  advisable and necessary for the
                    purpose of re-letting the demised  premises,  and the making
                    of   such   alterations.   repairs,   replacements,   and/or
                    decorations  shall not  operate or be  construed  to release
                    Tenant from liability.  Owner shall in no event be liable in
                    any  way  whatsoever  for  failure  to  re-let  the  demised
                    premises,  or in the event  that the  devised  promises  are
                    re-let,  for failure to collect the rent thereof  Under such
                    reaching, and in no event shall Tenant be entitled

                                       61






                    to receive  any excess,  if any, of such net rent  collected
                    over the sums payable by Tenant to Owner  hereunder,  In the
                    event of a breach or threat  ened  breach by Tenant or an of
                    the  covenants or  provisions  hereof,  Owner shall have the
                    right of  injunction  and the  right to  invoke  any  remedy
                    allowed  at  law  or  in  equity  as  if  re-entry,  summary
                    proceedings and other remedies were not herein provided for.
                    Mention in this lease of any  particular  remedy,  shall not
                    preclude  Owner from any other remedy,  in law or in equity.
                    Tenant  hereby  expressly  waives  any  and  all  rights  of
                    redemption granted by or under any present or future laws.

         FEES AND EXPENSES:

                    19. If Tenant shall default in the observance or performance
                    of any term or covenant  on Tenant's  part to be observed or
                    performed  Under  or by  virtue  of  any  of  the  terms  or
                    provisions  in any  article  of  this  lease,  then,  unless
                    otherwise  provided  elsewhere  in  this  lease,  Owner  may
                    immediately  or at any time  thereafter  and without  notice
                    perform the obligation of Tenant  thereunder,  and if Owner,
                    in connection  therewith or in connection  which any default
                    by Tenant in the covenant to pay rent  hereunder,  makes any
                    expenditures  or incurs any  obligations  for the payment of
                    money,  including  but not limited to  attorney's  fees,  in
                    instituting,   prosecuting   or  defending  any  actions  or
                    proceeding,  such sums so paid or obligations  incurred with
                    interest  and costs  shall be deemed to be  additional  rent
                    hereunder  and shall be paid by Tenant to Owner  within five
                    (5) days of  rendition  of any xxxx or  statement  to Tenant
                    therefor,  and if Tenant's  lease term shall have expired at
                    the time of making of such expenditures or incurring of such
                    obligations,  such  sums  shall be  recoverable  by Owner as
                    damages.

         NO REPRESENTATIONS BY OWNER:

                    20.   Neither  Owner  nor  Owner's   agents  have  made  any
                    representations  or promises  with  respect to the  physical
                    condition of the building, the land upon which it is erected
                    or the  demised  promises,  the rents,  leases,  expenses of
                    operation, or any other matter or thing affecting or related
                    to the premises except as herein  expressly set forth and no
                    rights,  easements  or  licenses  are  acquired by Tenant by
                    implication  or otherwise  except as expressly  set forth in
                    the  provisions  of this  lease.  Tenant has  inspected  the
                    building  and  the  demised   premises  and  is   thoroughly
                    acquainted with their condition, and agrees to take the same
                    "as is", and  acknowledges  that the taking of possession of
                    the demised premises by Tenant shall be conclusive  evidence
                    that the said  premises  and the  building of which the same
                    form a part were in good and  satisfactory  condition at the
                    time  such  possession  was so  taken,  except  as to latent
                    defects.  All understandings and agreements  heretofore made
                    between  the  parties  hereto are  merged in this  contract,
                    which alone fully and  completely  expresses  the  agreement
                    between  Owner  and  Tenant  and  any  executory   agreement
                    hereafter  made  shall be  ineffective  to  change,  modify,
                    discharge  or  effect  an  abandonment  of it in whole or in
                    part,  unless  such  executory  agreement  is in writing and
                    signed by the party against whom  enforcement of the change,
                    modification, discharge or abandonment is sought.



                                       62





END OF TERM:

                    21. Upon the expiration or other  termination of the term of
                    this lease,  Tenant  shall quit and  surrender  to Owner the
                    demised premises,  broom clean, in good order and condition,
                    ordinary  wear  excepted,  and Tenant  shall remove all it's
                    property.  Tenant's  obligation  to observe or perform  this
                    covenant shall survive the  expiration or other  termination
                    of this lease.  If the last day of the term of this lease or
                    any  renewal  thereof,  falls on Sunday,  this  lease  shall
                    expire  at noon on the  preceding  Saturday  unless  it be a
                    legal  holiday in which case it shall  expire at noon on the
                    preceding business day.

         QUIET ENJOYMENT:

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

         FAILURE TO GIVE POSSESSION:

                    23.  If Owner is unable to give  possession  of the  demised
                    premises on the date of the commencement of the term hereof,
                    because of the  holding-over  or retention of  possession of
                    any Tenant, undertenant or occupants, or if the premises arc
                    located  in  a  building  being  constructed,  because  such
                    building  has not been  sufficiently  completed  to make the
                    premises  ready for  occupancy or because of the fact that a
                    certificate  of occupancy  has not been  procured or for any
                    other  reason,  Owner shall not be subject to any  liability
                    for failure to give possession on said date and the validity
                    of the lease shall not be impaired under such circumstances,
                    nor shall the same be  construed  in any wise to extend  the
                    term of this lease, but the rent payable  hereunder shall be
                    abated  provided Tenant is not responsible for the inability
                    to obtain  possession  until  after  Owner  shall have given
                    Tenant  written  notice that the premises are  substantially
                    ready for  Tenant's  occupancy.  If  permission  is given to
                    Tenant to enter into the possession of the demised  premises
                    or to occupy premises other than the demised  premises prior
                    to the date  specified  as the  commencement  of the term of
                    this lease.  Tenant covenants and agrees that such occupancy
                    shall  be  deemed  to be  under  all the  terms,  covenants.
                    conditions  and  provisions of this lease,  except as to the
                    covenant to pay rent.  The  provisions  of this  article arc
                    intended  to  constitute   "an  express   provision  to  the
                    contrary"  within the  meaning  of Section  223-a of the New
                    York Real Property Law.

         NO WAIVER:

                    24. The failure of Owner to seek redress for  violation  of,
                    or to insist upon the strict  performance of any covenant or
                    condition   of  this  lease  or  of  any  of  the  Rules  or
                    Regulations set forth or hereafter  adopted by Owner,  shall
                    not prevent a  subsequent  act which  would have  originally
                    constituted a violation from having all the force and effect
                    of an original violation.  The receipt by owner of rent with
                    knowledge  of the breach of any covenant of this lease shall
                    not be deemed a waiver of such  breach and no  provision  of
                    this  lease  shall be deemed  to have  been  waived by Owner
                    unless such waiver be in writing signed by Owner, No payment
                    by Tenant or  receipt by Owner of a lesser  amount  than the
                    monthly rent herein stipulated shall be deemed to be other

                                       63






                    than an account of the earliest  stipulated  rent, nor shall
                    any  endorsement  or  statement  of any check or any  letter
                    accompanying  any  check or  payment  as rent be  deemed  an
                    accord and satisfaction,  and Owner may accept such check or
                    payment  without  prejudice to Owner's  right to recover the
                    balance  of such  rent or pursue  any  other  remedy in this
                    lease  provided,  no act or thing  done by Owner or  Owner's
                    agents  during tho term  hereby  demised  shall be deemed in
                    acceptance  of a surrender of said premises and no agreement
                    to accept such  surrender  shall be valid  unless in writing
                    signed by Owner. No employee of Owner or Owner's agent shall
                    have any power to accept the keys of said premises  prior to
                    the termination of the lease and the delivery of keys to any
                    such agent or employee shall not operate as a termination of
                    the lease or a surrender of the premises.

         WAIVER OF TRIAL BY JURY:

                    25. It is mutually  agreed by and  between  Owner and Tenant
                    that the respective  parties hereto shall and they hereby do
                    waive   trial  by  jury  in  any   action,   proceeding   or
                    counterclaim brought by either of the parties hereto against
                    the other (except for personal injury or property damage) on
                    any  matters  whatsoever  arising  out  of  or  in  any  way
                    connected  with this lease,  the  relationship  of Owner and
                    Tenant.  Tenant's use of or occupancy of said premises,  and
                    any emergency statutory or any other statutory remedy. It is
                    further  mutually  agreed that in the event Owner  commences
                    any  summary  proceeding  for  possession  of the  premises,
                    Tenant  will not  interpose  any  counterclaim  of  whatever
                    nature or description in any such proceeding.

         INABILITY TO PERFORM:

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

         BILLS AND NOTICES:

                    27.  Except as  otherwise  in this lease  provided,  a xxxx,
                    statement, notice or communication which Owner may desire or
                    be required to give to Tenant,  shall be deemed sufficiently
                    given or  rendered  if,  in  writing,  delivered  to  Tenant
                    personally or sent by registered certified mail addressed to
                    Tenant at the building of which the demised  premises form a
                    part or at the last  known  residence  address  or  business
                    address of Tenant or left at any of the

                                       64






                    aforesaid  premises addressed to Tenant, and the time of the
                    rendition  of such xxxx or  statement  and of the  giving of
                    such notice or communication  shall be deemed to be the time
                    when the same is delivered to Tenant, mailed, or left at the
                    premises as herein  provided.  Any notice by Tenant to Owner
                    must be served by registered or certified  mail addressed to
                    Owner at the  address  first  herein  above given or at such
                    other address as Owner shall designate by written notice.

         WATER CHARGES:

                    28.  If  Tenant  requires,  uses or  consumes  water for any
                    purpose in addition to ordinary  lavatory purposes (of which
                    fact Tenant  constitutes  Owner to be the sole judge)  Owner
                    may  install a water  meter and  thereby  measures  Tenant's
                    water  consumption for all purposes.  Tenant shall pay Owner
                    for the cost of the meter  and the cost of the  installation
                    thereof and  throughout  the duration of Tenant's  occupancy
                    Tenant shall keep said meter and  installation  equipment in
                    good  working  order  and  repair at  Tenant's  own cost and
                    expense.  Tenant agrees to pay for water consumed,  as shown
                    on  said  meter  as and  when  bills  are  rendered.  Tenant
                    covenants  and agrees to pay the sewer  rent,  charge or any
                    other tax,  rent,  levy or charge  which now or hereafter is
                    assessed, imposed or a lien upon the demised premises or the
                    realty  of which  they are part  pursuant  to law,  order or
                    regulation  made or  issued  in  connection  with  the  use,
                    consumption, maintenance or supply of water, water system or
                    sewage or sewage connection or system.  The xxxx rendered by
                    Owner shall be payable by Tenant as additional  rent. If the
                    building  or the  demised  premises  or any part  thereof be
                    supplied  with water  through a meter through which water is
                    also supplied to other promises Tenant shall pay to Owner as
                    additional  rent, on the first day of each month, %, ($ ) of
                    the total meter charges, as Tenant's portion.  Independently
                    of and in addition to any of the remedies  reserved to Owner
                    herein above or  elsewhere in this lease.  Owner may xxx for
                    and collect any monies to be paid by Tenant or paid by Owner
                    for any of the reasons or purposes herein above set forth.

         SPRINKLERS:

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


                                       65






                    month during the term of this lease, as Tenant's  portion of
                    the contract price for sprinkler supervisory service.

         HEAT, CLEANING:

                    30.  As long as Tenant  is not in  default  under any of the
                    covenants  of this  lease,  Owner  shall,  if and insofar as
                    existing  facilities  permit,  furnish  heat to the  demised
                    premises, when and as required by law, on business days from
                    8:00 a.m. to 6:00 p.m.,  and on Saturdays  from 8:00 a.m. to
                    1:00 p.m.  Tenant  shall at Tenant's  expense,  keep demised
                    premises clean and in order,  to the  satisfaction of Owner,
                    and if demised  premises are  situated on the street  floor,
                    Tenant shall,  at Tenant's own expenses make all repairs and
                    replacements  to the sidewalks and curbs  adjacent  thereto,
                    and keep said sidewalks and curbs free from snow,  ice, dirt
                    and  rubbish.  Tenant shall pay to Owner the cost of removal
                    of any of  Tenant's  refuse and rubbish  from the  building.
                    Bills for the same shall be  rendered  by Owner to Tenant at
                    such  times as Owner may elect and shall be due and  payable
                    when rendered,  and the amount of such bills shall be deemed
                    to  be,  and be  paid  as  additional  rent.  Tenant  shall,
                    however,  have the option of indepen dently  contracting for
                    the  removal  of such  rubbish  and refuse in the event that
                    Tenant  does  not wish to have  same  done by  employees  of
                    Owner.  Under such  circumstances,  however,  the removal of
                    such refuse and rub xxxx by others  shall be subject to such
                    rules and  regulations  as, in the  judgment  of Owner,  are
                    necessary for the proper operation of the building.

         SECURITY:

                    31. Tenant has deposited with Owner the sum of $ as security
                    for the faithful  performance of and observance by Tenant of
                    the terms,  provisions and  conditions of this lease,  it is
                    agreed that in the event  Tenant  defaults in respect of any
                    of the terms,  provisions and  conditions of this lease,  in
                    cluding,  but not  limited  to,  the  payment  of  rent  and
                    additional rent. Owner may use, apply or retain the whole or
                    any part of the security so deposited to the extent required
                    for the payment of any rent and additional rent or any other
                    sum as to which  Tenant is in  default  or for any sum which
                    Owner may expend or may be  required  to expend by reason of
                    Tenant's  default in respect of any of the terms,  covenants
                    and conditions of this lease,  including but not limited to,
                    any damages or  deficiency in the refitting of the premises,
                    whether such damages or deficiency  accrued  before or after
                    summary proceedings or other re-entry by Owner. In the event
                    that Tenant  shall fully and  faithfully  comply with all of
                    the terms,  provisions,  covenants  and  conditions  of this
                    lease,  the  security  shall be returned to Tenant after the
                    date  fixed as the end of the lease and  after  delivery  of
                    entire  possession of the demised  premises to Owner. In the
                    event of sale of the land and  building  or  leasing  of the
                    building,  of which the demised  premises form a part, Owner
                    shalt have the right to transfer  the security to the vendee
                    or lessee and Owner  shall  thereupon  be released by Tenant
                    from all  liability  for the  return of such  security,  and
                    Tenant agrees to look to the new Owner solely for the return
                    of said  security;  and it is  agreed  that  the  provisions
                    hereof shall apply to every  transfer or assignment  made of
                    the security to a new Owner.  Tenant further  covenants that
                    it will not  assign  or  encumber  or  attempt  to assign or
                    encumber  the monies  deposited  herein as security and that
                    neither  Owner nor its  successors or assigns shall be bound
                    by any such assignment, encumbrance, attempted assignment or
                    attempted encumbrance.

                                       66








         CAPTIONS:

                    32.  The  Captions   are  inserted   only  as  a  matter  of
                    convenience and for reference and in no way define, limit or
                    describe  the  scope of this  lease  nor the  intent  of any
                    provision thereof.

         DEFINITIONS:

                    33. The term  "Owner"  as used in this lease  means only the
                    Owner, or the mortgagee in possession, for the time being of
                    the  land  and  building  (or the  Owner  of a lease  of the
                    building or of the land and  building)  of which the demised
                    premises  form a part,  so that in the  event of any sale or
                    sales of said land and building or ,of said lease, or in the
                    event  of a  lease  of said  building,  or of the  land  and
                    building,  the said Owner  shall be and  hereby is  entirely
                    freed and relieved of all covenants and obligations of Owner
                    hereunder,  and it shall be  deemed  and  construed  without
                    further agreement between the parties of their successors in
                    interest,  or between the parties and the purchaser,  at any
                    such sale,  or the said  lessee of the  building,  or of the
                    land and  building,  that the purchaser or the lessee of the
                    building  has  assumed  and  agreed to carry out any and all
                    covenants  and  obligation  of Owner  hereunder.  The  words
                    "re-enter"  and  "re-entry"  as used in this  lease  are not
                    restricted  to  their  technical  legal  meaning.  The  term
                    "business   days"  as  used  in  this  lease  shall  exclude
                    Saturdays  (except  such  portion  thereof  as is covered by
                    specific  hours in Article 30 hereof).  Sundays and all days
                    designated as holidays by the  applicable  building  service
                    union  employees  service  contract  or  by  the  applicable
                    Operating Engineers contract with respect to HVAC service.

         ADJACENT EXCAVATION/SHORING:

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

         RULES AND REGULATIONS:

                                    35. Tenant and Tenant's servants, employees,
                                    agents,   visitors,   and  licensees   shall
                                    observe faithfully, and comply strictly with
                                    the Rules and Regulations and such other and
                                    further  reasonable Rules and Regulations as
                                    Owner or  Owner's  agents  may from  time to
                                    time adopt.  Notice of any additional  rules
                                    or regulations shall be given in such manner
                                    as Owner may elect.  In case Tenant disputes
                                    the reasonableness of any additional Rule or
                                    Regulation  hereafter  made  or  adopted  by
                                    Owner or Owner's agents,  the parties hereto
                                    agree  to  submit   the   question   of  the
                                    reasonableness  of such  Rule or  Regulation
                                    for  decision  to the New York office of the
                                    American  Arbitration   Association,   whose
                                    determination  shall be final and conclusive
                                    upon  the  parties  hereto.   The  right  to
                                    dispute the reasonableness of any additional
                                    Rule or Regulation  upon Tenant's part shall
                                    be deemed  waived  unless  the same shall be
                                    asserted by service of a

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                                    notice,  in writing,  upon Owner  within ten
                                    (10)  days   after  the   giving  of  notice
                                    thereof.  Nothing  in this  lease  contained
                                    shall be  construed to impose upon Owner any
                                    duty or  obligation to enforce the Rules and
                                    Regulations    or   terms,    covenants   or
                                    conditions  In any other  lease,  as against
                                    any  other  tenant  and  Owner  shall not be
                                    liable to Tenant for  violation  of the same
                                    by   any   other   tenant,   its   servants,
                                    employees, agents, visitors or licensees.



         GLASS:

                    36. Owner shall replace,  at the expense of Tenant,  any and
                    all plate and other glass,  damaged or broken from any cause
                    whatsoever  in and about  the  demised  premises.  Owner may
                    insure, and keep insured, at Tenant's expenses all plate and
                    other glass in the demised  premises  for and in the name of
                    Owner.  Bills for the premiums therefor shall be rendered by
                    Owner to Tenant at such times as Owner may elect,  and shall
                    be due from, and payable by, Tenant when  rendered,  and the
                    amount  thereof  shall  be  deemed  to be,  and be paid  as,
                    additional rent.

         PORNOGRAPHIC USE PROHIBITED:

                    37. Tenant agrees that the value of the demised premises and
                    the reputation of the Owner will be seriously injured if the
                    premises are used for any obscene or  pornographic  purposes
                    or any sort of commercial sex  establishment.  Tenant agrees
                    that   Tenant,   will  not  bring  or  permit  any   obscene
                    or-pornographic  material  on the  premises,  and  shall not
                    permit or conduct  any  obscene,  nude,  or  semi-nude  live
                    performances on the premises, nor permit use of the premises
                    for nude modeling,  rap sessions,  or as a so-called  rubber
                    goods  shop,  or as a sex club of any sort,  or as a massage
                    parlor.  Tenant  agrees  further that Tenant will not permit
                    any of  these  uses  by any  sublessee  or  assignee  of the
                    premises. This Article shall directly bind any successors in
                    interest  to the Tenant.  Tenant  agrees that if at any time
                    Tenant violates any of the provisions of this Article,  such
                    violation   shall  be  deemed  a  breach  of  a  substantial
                    obligation  of the  terms of this  lease  and  objectionable
                    conduct.  Pornographic  material is defined for  purposes of
                    this  Article  as  any  written  or  pictorial  matter  with
                    prurient  appeal  or any  objects  of  instrument  that  are
                    primarily  concerned with lewd or prurient sexual  activity.
                    Obscene  material  is  defined  here as it is in  Penal  law
                    ss.235.00.

         ESTOPPEL CERTIFICATE:

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

         SUCCESSORS AND ASSIGNS:

                    39. The covenants.  conditions  and agreements  contained in
                    this lease  shall bind and inure to the benefit of Owner and
                    Tenant and their  respectiveheirs,  distributees, executors,

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                    administrators, successors, and except as otherwise provided
                    in this lease, their assigns.

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

          /S/ XXXX XXXXXXX
          ---------------------
         XXXX XXXXXXX
         CHILD'S PLAYROBICS, INC.

          /S/ XXX XXXXXXXX
          --------------------
         XXX XXXXXXXX, VICE PRESIDENT

          /S/ XXXXXX X. XXXXXXX
         ---------------------
         XXXXXX X. XXXXXXX, PRESIDENT



                      [THIS SPACE INTENTIONALLY LEFT BLANK]



                      RULES AND REGULATIONS ATTACHED TO AND
                            MADE A PART OF THIS LEASE
                          IN ACCORDANCE WITH ARTICLE 35

         1. The sidewalks,  entrances,  driveways,  passages, courts, elevators,
vestibules,  stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose  other than for ingress to and egress from
the demised  premises and for delivery of merchandise  and equipment in a prompt
and  efficient  manner  using  elevators  and  passageways  designated  for such
delivery by Owner.  There shall not be used in any space,  or in the public hall
of the building,  either by any Tenant or by jobbers,  or others in the delivery
or receipt of  merchandise,  any hand trucks  except those  equipped with rubber
tires and safeguards.

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         2. If the premises  are  situated an the ground floor of the  building,
Tenant thereof shall further,  at Tenant's expense,  keep the sidewalks and curb
in front of said premises clean and free from ice, snow, etc.

         3. The water and wash closets and plumbing  fixtures  shall not be used
for any purposes other than those for which they were designed or constructed.

         4. Tenant shall not use,  keep or permit to be used or kept any foul or
noxious  gas or  substance  in the  demised  premises,  or permit or suffer  the
demised  premises to be occupied or used in a manner  offensive or objectionable
to Owner or other  occupants  of the  building by reason of noise,  odors and/or
vibrations or interfere in any way with other  Tenants or those having  business
therein.

         5.  No  sign,  advertisement,   notice  or  other  lettering  shall  be
exhibited,  inscribed,  painted  or  affixed  by any  Tenant  on any part of the
outside of the demised premises or the building or are the inside of the demised
premises  if the same is visible  from the outside of the  premises  without the
prior written consent of Owner, except that the name of Tenant may appear on the
entrance door of the premises. In the event of the violation of the foregoing by
any Tenant,  Owner may remove  same  without  any  liability  and may charge the
expense incurred by such removal to Tenant or Tenants violating this rule. Signs
on interior  doors and directory  tablet shall be inscribed,  painted or affixed
for each Tenant by Owner at the expense of such Tenant,  and shall be of a size,
color and style acceptable to Owner.

         6. No Tenant shall xxxx,  paint,  drill into,  or in any way deface any
part of the  demised  premises  or the  building  of which they form a part.  No
boring, cutting or stringing of wires shall be permitted,  except with the prior
written  consent of Owner and as Owner may direct.  No Tenant shall lay linoleum
or similar floor  covering so that the same may come in direct  contact with the
floor of the demised premises,  and, if linoleum or other similar floor covering
is desired to be used, an underlining of builders  deadening felt shall be first
affixed to the floor by a plastic or other material,  soluble in water,  the use
of cement or other similar adhesive material being expressly prohibited.

         7. Freight, furniture, business equipment, merchandise and bulky matter
of any  description  shall be delivered to and removed from the premises only on
the freight  elevators and through the service entrance and corridors,  and only
during  hours and in a manner  approved by Owner.  Owner  reserves  the right to
inspect all  freight to be brought in to the  building  and to exclude  from the
building all freight which  violates any of theft Rules and  Regulations  or the
lease of which these Rules and Regulations are a part.

         8. Owner  reserves the right to exclude  from the building  between the
hours of 6 p.m. and 8 a.m.,  and at all hours on Sunday and holidays all persons
who do not  present a pass to the  building  signed  by the  Owner.  Owner  will
furnish  passes to persons for whom any Tenant  requests  same in writing.  Each
Tenant shall be  responsible  for all Persons for whom he requests such pass and
shall be liable to Owner for all acts of such person.

         9. Owner shall have the right to prohibit any advertising by any Tenant
which,  in  Owner's  opinion,  tends to impair  the  reputation  of Owner or its
desirability  as a building for stores or offices,  and upon written notice from
Owner, Tenant shall refrain from or discontinue such advertising.

         10. Tenant shall not bring or permit to be brought or kept in or on the
demised  premises,  any inflammable,  combustible or explosive fluid,  material,
chemical or substance, or cause or permit any odors of cooking or other process,
or any unusual or other  objectionable  odors to permeate in or eminate from the
demised premises.

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


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exceeding the floor load per square foot area which it was designed to carry and
which is allowed by law.  Owner  reserves the right to prescribe  the weight and
position  of  all  safes,  business  machines  and  mechanized  equipment.  Such
installations  shall be placed and  maintained by Tenant at Tenant's  expense in
setting  sufficient in Owner's judgement to absorb and proven  vibration,  noise
and annoyance.

                                    GUARANTY

         The undersigned  guarantor  guarantees to Owner, Owner's successors and
assigns,  that full  performance  and  observance  of all the  agreements  to be
performed and observed by Tenant in the attached lease, including the "Rules and
Regulations"as  therein  provided,  without requiring any notice to Guarantor of
nonpayment  or,  nonperformance,  or proof,  or notice  of  demand,  to hold the
undersigned responsible under this guaranty, all of which the undersigned hereby
expressly  waives and expressly  agrees that the legality of this  agreement and
the  agreements of the Guarantor  under this  agreement  shall not be ended,  or
changed by reason of the claims to Owner against  Tenant of any of the rights or
remedies  attached lease. The guarantor  further agrees that this guaranty shall
remain  and  continue  in full  force and  effect as to any  renewal,  change or
extension of the lease. As a further inducement to Owner to make the lease Owner
and Guarantor agree that in any action or proceeding  brought by either Owner or
Guarantor  against  the  other on any  matters  concerning  the lease or of this
guaranty that Owner and the undersigned shall and do waive trial by jury.

                                       71