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New York-Tuxedo Agreement of Lease and License Agreement - Sterling Forest Corp. and Creative Faires Ltd.

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                              AGREEMENT OF LEASE AND
                                LICENSE AGREEMENT




                    STERLING FOREST CORPORATION, LANDLORD/LICENSOR

                                         WITH

                       CREATIVE FAIRES LTD., TENANT/LICENSEE



<PAGE>


                                  TABLE OF CONTENTS


        ARTICLE  1   DEFINITIONS

        ARTICLE  2   PREMISES AND TERM

        ARTICLE  3   RENT

        ARTICLE  4   USE OF INSURANCE PROCEEDS

        ARTICLE  5   CONDEMNATION

        ARTICLE  6   ASSIGNMENT AND SUBLETTING

        ARTICLE  7   MAINTENANCE AND REPAIRS

        ARTICLE  8   SFC'S RIGHT OF REVIEW AND APPROVAL OF
                     IMPROVEMENTS

        ARTICLE  9   REQUIREMENTS OF GOVERNMENTAL AUTHORITIES
                     AND OF INSURANCE UNDERWRITERS AND POLICIES

        ARTICLE  10  SECURITY DEPOSIT

        ARTICLE  11  DISCHARGE OF LIENS

        ARTICLE  12  NO REPRESENTATIONS BY SFC

        ARTICLE  13  SFC NOT LIABLE FOR INJURY OR DAMAGE

        ARTICLE  14  INDEMNIFICATIONS

        ARTICLE  15  RIGHT OF ACCESS AND INSPECTION

        ARTICLE  16  PERMITTED USE; NO UNLAWFUL OCCUPANCY

        ARTICLE  17  EVENTS OF DEFAULT, CONDITIONAL LIMITATIONS,
                          REMEDIES, ETC.

        ARTICLE  18  NOTICES


<PAGE>


        ARTICLE  19  ESTOPPEL CERTIFICATES

        ARTICLE  20  SURRENDER AT END OF TERM

        ARTICLE  21  ENTIRE AGREEMENT; NO ORAL MODIFICATIONS

        ARTICLE  22  QUIET ENJOYMENT

        ARTICLE  23  INVALIDITY OF CERTAIN PROVISIONS

        ARTICLE  24  NO RECORDING OF MEMORANDUM OF LEASE
           
        ARTICLE  25  LIMITATION OF LIABILITY

        ARTICLE  26  MISCELLANEOUS

        ARTICLE  27  HAZARDOUS MATERIALS

        ARTICLE  28  WAIVER OF TRIAL BY JURY AND COUNTERCLAIMS
                     IN SUMMARY PROCEEDINGS; JURISDICTION
                     AND VENUE; SERVICE OF PROCESS

        ARTICLE  29  FEES AND EXPENSES

        ARTICLE  30  WAIVER OF REDEMPTION

        ARTICLE  31  SUBORDINATION

        ARTICLE  32  INSURANCE


<PAGE>


        AGREEMENT OF LEASE AND LICENSE AGREEMENT made as of the  day of 
June, 1996 between STERLING FOREST CORPORATION, a corporation established 
under the laws of the State of Delaware, as Landlord and Licensor, having an 
office at Rural Road 1, Sterling Lake Road, Tuxedo, New York 10987 and 
CREATIVE FAIRES LTD., a corporation established under the laws of the State of 
New York with an address at P.O. Box 1688, Westhampton Beach, New York 11978, 
as Tenant and Licensee.

                             W I T N E S S E T H

        It is hereby mutually covenanted and agreed by and between the 
parties hereto that this Lease and License Agreement ("Agreement") is made 
upon the terms, covenants and conditions hereinafter set forth.               

                                  ARTICLE 1                                   

                                DEFINITIONS

        SECTION 1.01. The terms defined in this Article shall, for all 
purposes of this Agreement and all supplemental agreements, have the 
following meanings: 

     (a) "Agreement" or "this Agreement" means this Agreement of Lease and 
License Agreement, and all amendments and modifications.

                             

<PAGE>

     (b) "CFL" means Creative Faires Ltd., its agents, representatives, 
employees, contractors, successors and assigns.

     (c) "Commencement Date" means the date of commencement of the Term 
(hereinafter defined), as set forth in Article 2.

     (d) "Default" means any condition or event which constitutes or would, 
after notice or lapse of time, or both, constitute an Event of Default 
(hereinafter deemed).

     (e) "Event of Default" shall have the meaning provided in Section 17.01.

     (f) "Expiration Date" means the date of the expiration of the Term as 
set forth in Article 2.

     (g) "Faire" means CFL's Renaissance-theme craft production, conducted 
over an approximately eight-week period during July, August and September.

     (h) "Forest of Fear" means CFL's Halloween-oriented production, 
conducted over an approximately six-week period subsequent to the conclusion 
of the Faire, during September and October.

     "Leased Premises" means the parcel of SFC's real property and the 
improvements and fixtures thereon covered by this Agreement, as depicted in 
Schedule "A".  The Leased Premises constitute a portion of tax lot 1-1-52 on 
the tax map of the Town of Tuxedo.

                                     -2-

<PAGE>

     (j) "Licensed Premises" means SFC's real property, improvements and 
fixtures that CFL may use under the terms of this Agreement ancillary to its 
use of the Leased Premises, at the times and on the conditions set forth 
below in section 2.02, as generally depicted in Schedule "A".

     (k) "Operating Days" means the days of actual operation of the Faire and 
the Forest of Fear.

     (l) "Person" means an individual, corporation, partnership, joint 
venture, estate, trust, unincorporated association, any Federal, State, 
County or municipal government or any bureau, department or agency thereof, 
or any other legally cognizable entity.

     (m) "Premises" means the Leased Premises and the Licensed Premises, or 
any portion thereof.

     (n) "Rent" shall mean all amounts periodically payable by CFL pursuant 
to the Terms of this Agreement, together with such other items designated as 
Additional Rent in this Agreement.

     (o) "SFC" means Sterling Forest Corporation, or its utility 
subsidiaries, South  County Services Company, Inc., South County Water 
Corporation, and South County Sewer Corporation, their agents, 
representatives, employees, contractors, successors and assigns.

                                   -3-


<PAGE>

     (p) "Special Permit" means the resolution of the Zoning Board of Appeals 
of the Town of Tuxedo adopted October 27, 1976, granting to SFC a special 
permit to use a portion of SFC's lands, including the Premises, as a 
social/recreation/visitor center and outdoor recreational facility, a copy of 
which is annexed as Schedule "B".

     (q) "Term" means the term of this Agreement as set forth in Article 2.

                                   ARTICLE 2
                               PREMISES AND TERM

      SECTION 2.01. (a) SFC hereby leases to CFL, and CFL hereby takes from 
SFC, the Leased Premises, for the uses permitted in this Agreement, TO HAVE 
AND TO HOLD unto CFL, its successors and assigns, for a term of four (4) 
years and seven (7) months (the "Term"); covering five (5) operating seasons 
of the Faire and the Forest of Fear.  The Term shall commence as of the 1st 
day of May, 1996 (the "Commencement Date") and shall expire on the 31st day 
of December, 2000 (the "Expiration Date"), or on such earlier date upon 
which this Agreement may be terminated.
     SECTION 2.02. SFC grants a license to CFL to use the Licensed Premises 
ancillary to CFL's permitted use of the Leased Premises, as follows: (i) on 
Operating Days, CFL  shall have the exclusive use of the parking areas 
designated on Schedule "A"; (ii) from May 15 to November 1 of each year 
during the Term, CFL shall have the non-exclusive

                                       -4-


<PAGE>

use of SFC's Gardens Administration Building, as administrative office space 
for the Faire and the Forest of Fear, and for no other purpose; (iii) SFC's 
Ski Rental Shop may be used on a non-exclusive basis by CFL during the Faire 
only and not during the Forest of Fear, as a dressing area and for no other 
purpose. If used by CFL, the  Ski  Rental  Shop will be completely vacated by 
CFL within two weeks following the final Operating Day of the Faire, but in no 
event later than October 15, in condition for use by SFC. The general 
location of the aforementioned areas is indicated on Schedule "A". SFC's Ski 
Center Cafeteria, and Pavilion are specifically  excluded  from this  
Agreement  and  may not be used by CFL.

     SECTION 2.03. Provided CFL is not then in default of any of its 
obligations  under this Agreement, at the end of the third year of the Term 
SFC will discuss  with  CFL  the possibility of extending the Term.
     SECTION 2.04. The Licenses granted hereunder are in all respects 
incidental to and contingent upon CFL's use of the Leased Premises only for 
the purposes permitted under this Agreement, and on the continuation in full 
force and effect of the leasehold created by this Agreement. In the event the 
leasehold expires or is terminated for any reason, the Licenses granted 
hereunder shall expire simultaneously.

                                      -5-

<PAGE>

      SECTION 2.05. The Licenses granted hereunder are revocable in whole or 
in part by SFC on reasonable notice to CFL, (a) in the event SFC enters into 
an agreement to convey title to the Licensed Premises to a third party who 
objects to continuation of the Licenses, or (b) in the event SFC requires 
exclusive possession of the Licensed Premises for its own purposes 
(including, but not limited to, development thereof), or (c) if for any 
reason beyond SFC's reasonable control (including, but not limited to acts of 
God or condemnation or destruction of the improvements on the Licensed 
Premises) the Licensed Premises or any portion thereof shall become 
unavailable or unsuitable for CFL's permitted uses; PROVIDED, however, that 
(i) no such revocation by SFC shall materially reduce the area available to 
CFL for parking, unless SFC offers CFL commercially reasonable substitute 
parking facilities, and (ii) if SFC revokes CFL's License to use the SFC 
Gardens Administration Building, the Rent reserved in Section 3.02 for each 
remaining year in the Term shall be reduced by ten thousand dollars 
($10,000.00) per year, and the remaining Rent payment installments in Section 
3.02 shall be adjusted proportionately to reflect the reduction.  SFC agrees 
that it will not revoke CFL's License to use the SFC Gardens Administration 
Building so that the effective date of the revocation would fall during the 
actual operation of a Faire or a Forest of Fear.

      SECTION 2.06. CFL may request, and SFC may in its discretion grant 
permission to CFL, to erect and maintain temporary signs relating to the 
Faire or the Forest of Fear on

                                    - 6 -

<PAGE>

SFC's property other than the Premises. SFC may require CFL to erect and 
maintain directional signage at designated locations on SFC's property other 
than the Premises, to control traffic flow through SFC's property during 
operation of the Faire and the Forest of Fear. CFL is solely responsible for 
all aspects of advertising, marketing or promoting the Faire and the Forest 
of Fear. All permitted or required signage shall be provided, installed, 
maintained and removed at CFL's sole cost and expense, and shall in every 
respect comply with all applicable laws and regulations.

                                 ARTICLE 3                                    
                                   RENT

     SECTION 3.01. CFL shall pay to SFC, without notice or demand, Rent as 
set forth herein. Acceptable forms of payment of Rent include cash, money 
order, cashier's or certified check payable to the order of SFC, CFL's check 
drawn on a New York Clearing House Member bank or bank, savings bank or trust 
company that maintains an office in Orange or Rockland County, New York, or 
Bergen or Passaic County, New Jersey, payable to the order of SFC, or a wire 
transfer of immediately available funds to an account designated by SFC. 
Third party checks endorsed to SFC's order are not acceptable.

                                     -7-


<PAGE>

     SECTION 3.02. CFL shall pay a total of one million four hundred thirty-
three thousand seven hundred fifty-four and 00/100 dollars ($1,433,734.00) to
SFC, in five (5) annual payments, as  follows:

            Year  1  -    $270,000.00
            Year  2  -    $270,000.00
            Year  3  -    $283,500.00
            Year  4  -    $297,675.00
            Year  5  -    $312,559.00
            -------     -------------
Total Rent Reserved     $1,433,734.00


Each annual payment shall be paid by CFL in four installments, on or before
May 1, July 30, August 30 and September 30 of each year during the Term as
follows:

                   Year 1                            Rent Payment Installment
                   ------                            -----------------------
              on or  before  June  15,  1996                $45,000.00
              on or  before  July  30,  1996                $45,000.00
              on or before August 30, 1996                  $90,000.00
              on or before September 30, 1996               $90,000.00

                   Year 2
                   ------
              on  or  before  May  1,  1997                 $45,000.00
              on or  before  July  30,  1997                $45,000.00
              on or before August 30, 1997                  $90,000.00
              on or before September 30, 1997               $90,000.00

                   Year 3
                   ------
              on  or  before  May  1,  1998                 $47,250.00
              on or  before  July  30.  1998                $47,250.00
              on or before August 30, 1998                  $94,500.00
              on or before September 30, 1998               $94,500.00

                   Year 4
                   ------
              on  or  before  May  1,  1999                 $49,612.50
              on or  before  July  30,  1999                $49,612.50


                                    -8-



<PAGE>

                     on or before August 30, 1999       $99,225.00
                     on or before September 30, 1999    $99,225.00


                            Year 5
                     on or before May 1, 2000          $ 52,093.16
                     on or before July 30, 2000        $ 52,093.17
                     on or before August 30, 2000      $104,186.33
                     on or before September 30, 2000   $104,186.34

     Late payment of Rent shall entitle SFC to collect from CFL, as 
Additional Rent, a late fee on all overdue Rent for each day the Rent 
remains unpaid, equal to eighteen percent (18%) PER ANNUM, prorated for the 
number of days the Rent remains unpaid. In no event, however, will the rate 
charged exceed the legally permissible interest rate under the usury laws of 
the State of New York. In addition to such late charges, SFC will charge a 
$50.00 administrative fee for each check not honored by SFC's bank, including 
each check returned to SFC as drawn on insufficient funds.

     SECTION 3.03. Rent shall be absolutely net to SFC without any abatement, 
deduction, counterclaim, set-off or offset whatsoever, so that this Agreement 
shall yield, net to SFC, the fUll amounts payable as Rent. The Security 
Deposit may not be applied by CFL towards payment of the Rent.

     SECTION 3.04. CFL shall pay to SFC, as Additional Rent, all increases in 
real property taxes that result from increases in assessed valuation of the 
Leased Premises attributable to CFL's improvement thereof, over and above the 
assessed valuation and real property taxes paid by SFC in the base year of 
1995.   SFC will notify CFL of all

                                     -9-  


<PAGE>

amounts to be paid by CFL pursuant to this paragraph, including the 
calculation thereof, on or before October 1, of each year during the Term. 
CFL will pay all such Additional Rent to SFC within fourteen (14) days of the 
notice.

     SECTION 3.05. The Rent and all Additional Rent reserved under this 
Agreement are premised upon CFL's operation of the Faire for eight weekends 
during July, August and September, and of the Forest of Fear for 
approximately six weeks during September and October. Any significant 
increase in the number of Operating Days will require an upwards adjustment 
of the Rent and Additional Rent to be paid by CFL, in amounts and on terms to 
be agreed upon between SFC and CFL prior to the institution of any such 
expanded operating schedule. For purposes of this section, CFL's scheduling 
of "make up" Operating Days due to adverse weather conditions, or of a 
reasonable number of special promotions that may require additional Operating 
Days within the period from July through October, shall not constitute a 
"significant increase in the number of Operating Days."

                                   ARTICLE 4
                           USE OF INSURANCE PROCEEDS

     SECTION 4.01. If all or any part of SFC's or CFL's improvements
on the Leased Premises shall be substantially destroyed or damaged in whole
or in part by fire or other 


                                    -10-


<PAGE>

casualty of any kind or nature, ordinary or extraordinary, foreseen or 
unforeseen, CFL shall give to SFC immediate notice thereof. Except as 
otherwise provided below in Section 4.02, CFL shall repair, restore, replace 
or rebuild the damaged improvements, subject to the provisions hereinafter 
set forth, and only with SFC's approval of the plans for the reconstruction, 
which approval shall not be unreasonably withheld. Notwithstanding the 
foregoing, if within ten (10) days of CFL's notice to SFC set forth above in 
this Article, SFC gives notice to CFL that it does not wish CFL to restore 
the improvements destroyed, CFL shall not restore the improvements and CFL 
shall not be under any obligation to do so.  In the event SFC gives notice to 
CFL that it does not wish CFL to restore the improvements destroyed, and as a 
result CFL is unable to continue operation of the Faire, then this notice 
shall be deemed to be an early termination by SFC in accordance with the 
provisions of Article 17 of this Agreement.

     SECTION 4.02. CFL may elect not to restore, replace or rebuild CFL 
improvements that are substantially destroyed or damaged beyond repair; 
provided, however, that no such election by CFL shall relieve CFL of its 
obligations to pay Rent or from any of its other obligations under this 
Agreement.

     SECTION 4.03. Except as set forth above, no destruction of or damage to 
the Premises, or to any improvements on the Premises or any part thereof 
shall relieve CFL of its obligations to pay Rent or from any of its other 
obligations under this Agreement.

                                  -11-

<PAGE>


                                     ARTICLE 5

                                   CONDEMNATION


     SECTION 5.01. If the whole of the Leased Premises shall be acquired or 
condemned by eminent domain for any public or quasi-public use or purpose, or 
if less than the whole of the Leased Premises shall be acquired or condemned 
by eminent domain for any public or quasi-public use or purpose but the 
portion of the Leased Premises remaining is not sufficient in size to permit 
CFL to continue to conduct the Faire, then and in that event, the Term of 
this Agreement shall expire on the date of the commencement of such 
proceeding, the Rent apportioned and paid to the Expiration Date, and CFL 
shall have no claim for the value of any unexpired term of said Agreement and 
assigns to SFC CFL's entire interest in any such award.  Nothing contained 
herein shall be deemed a waiver by CFL of its right to present a claim in the 
condemnation proceedings for loss of business profits, loss of goodwill or 
moving expenses, should these items then be compensable as long as the 
ultimate compensability of those items to CFL does not diminish any award to 
SFC for the taking of the Leased Premises.

    SECTION 5.02. If less than the whole of the Leased Premises shall be 
acquired or condemned by eminent domain for any public or quasi public use or 
purpose, and if the portion of the Leased Premises remaining is sufficient in 
size to permit CFL to continue to conduct the Faire, then and in that event, 
this Agreement shall continue on the balance

                                    -12-


<PAGE>

of the Leased Premises with no adjustment in Rent, and CFL shall have no 
claim for the value of any unexpired term of this Agreement on the portion of 
the Premises acquired or condemned, and assigns to SFC CFL's entire interest 
in such award. 

     SECTION 5.03. Notwithstanding the provisions of Section 5.01 above, if 
an eminent domain proceeding for the whole of the Leased Premises is 
commenced within sixty (60) days prior to the commencement of a Faire, or 
while a Faire is in progress, and SFC remains in possession of the Leased 
Premises, SFC shall permit CFL to continue in use and occupancy of the Leased 
Premises notwithstanding the expiration of the Agreement, for a period not to 
exceed six (6) months, for the sole purpose of concluding that one Faire and 
Forest of Fear.

                                 ARTICLE 6

                        ASSIGNMENT AND SUBLETTING

     CFL and its successors and assigns shall not assign or sublet (whether 
voluntarily or involuntarily) this Agreement, in whole or in part, without 
SFC's prior written consent, which SFC may withhold in its sole discretion; 
provided, however, that if the proposed assignment is to Renaissance 
Entertainment Corporation, the guarantor hereof, SFC's consent may not be 
unreasonably withheld. Nothing in this Article 6 shall prevent CFL from 
entering into temporary license agreements with vendors or exhibitors to 
occupy the

                                   -13-


<PAGE>

Leased Premises and participate in the Faire or the Forest of Fear; provided, 
however, (i) that no such agreement shall purport to convey any leasehold in 
the Premises to any such vendor or exhibitor, (ii) that each such agreement 
shall be in all respects consistent with and subject to CFL's obligations in 
respect of the Premises as set forth in this Agreement, (iii) that no such 
agreement shall relieve CFL of any liability under this Agreement, and (iv) 
CFL shall use commercially reasonable efforts to ensure that neither the 
Leased Premises, nor the Licensed Premises when CFL is in occupancy thereof, 
are used by third parties for the purpose of disseminating information or 
materials in opposition to SFC's Comprehensive Plan or other proposed land 
uses by SFC. The consent of SFC to any assignment or sublease shall not 
relieve CFL from any liability hereunder.

                                    ARTICLE 7

                            MAINTENANCE AND REPAIRS

     SECTION 7.01.  CFL shall not commit or suffer, and shall use all 
commercially reasonable precaution to prevent, waste, damage, or injury to 
the Premises. CFL, at its sole cost and expense throughout the Term, shall 
maintain in good order and repair, to SFC's reasonable satisfaction, all 
improvements, all fixtures and other structures on the Leased Premises; 
provided, however, that all repairs to and maintenance of water and 
wastewater utilities infrastructure must be performed by SFC and CFL will pay 
to SFC,

                                    -14-

<PAGE>

on demand, the cost of such repairs, as Additional Rent.  CFL shall have all 
duties of complying with all laws, rules and regulations, ordinary and 
extraordinary applicable to CFL's activities on the Premises, whether 
foreseen or unforeseen.  CFL will pay to SFC, as Additional Rent, the cost of 
any damage to SFC property or equipment arising out of or in connection with 
CFL's operations at or occupancy of the Premises, including but not limited 
to damage caused to the Premises or adjacent areas by CFL personnel, 
exhibitors, subcontractors or attendees.  Damages assessed by SFC during the 
Term will be Additional Rent immediately due from and payable by CFL upon 
demand by SFC.

     SECTION 7.02. CFL, at its sole cost and expense, shall keep the Leased 
Premises, and the Licensed Premises when CFL is in occupancy thereof, clean 
and free from rubbish and obstructions to access.

      SECTION 7.03. For a separate fee, during the Term SFC will prepare and 
repair, as requested by CFL, toilet and drinking facilities at the Premises.  
In consideration for such services, CFL will pay SFC a fee equal to: SFC's 
direct labor costs, payroll taxes and fringe benefits, plus 100%; plus the 
invoice cost plus 20% of any materials furnished by SFC.  SFC will present 
CFL with an itemized statement for services rendered and materials provided 
pursuant to this paragraph, and SFC's fee shall constitute Additional Rent 
hereunder and shall be due and payable upon presentation of the statement.  
Nothing

                                    -15-

<PAGE>

in this paragraph shall obligate or require SFC to provide such services to 
CFL, or to keep a maintenance crew on call on Operating Days. 

     SECTION 7.04. The annual installation and removal of the tent cover for 
the Peacock Patio on the Leased Premises shall be the sole responsibility of 
CFL. This tent cover is the property of SFC and will remain on the Leased 
Premises after the end of the Term.

      SECTION 7.05. SFC will arrange for Orange and Rockland Utilities to 
activate electric meter service and the main electric service panel for each 
meter service activated at the Premises for CFL's operations.  CFL shall be 
responsible for the installation of all electrical connections, outlets and 
distribution required by CFL beyond the main service panels.  CFL shall pay 
all charges for all utilities (including installation charges, if any) 
incurred by reason of CFL's operations or occupancy of the Premises during 
the Term, including but not limited to electricity, water, sewer and 
telephone.

     (a)  SFC shall render monthly invoices, and CFL shall pay for
          electricity on a monthly basis from May through October each 
          year during the Term. Charges for electricity will be computed 
          as follows:

          (i) CFL will pay to SFC the difference in dollars between
              the actual billings to SFC by Orange & Rockland Utilities,
              Inc. ("O&R") during the Term, for each of the meters listed on
              Schedule "C" to this Agreement; and


                                       -16-

<PAGE>

      (ii) the "Comparable Billing" for each meter during the "Base Period". 
           The Base Period is the billing period that ended June 28, 1978; 
           and the Comparable Billing for each meter is the billing 
           attributable to that meter reflected in Schedule "C".

  (b) All "demand charges" resulting from CFL's operations billed to SFC 
      by O&R in respect of the meters listed in Schedule "C" will be 
      reimbursed by CFL.  This obligation of CFL will survive beyond the 
      end of the Term.  

  (c) SFC will render invoices and CFL will pay for water consumption 
      and sewer charges on a monthly basis from May through October each 
      year during the Term, (i) for water, SFC's cost, based upon actual 
      meter readings of water consumed for July, August and September, 
      and October, and at one half (1/2) SFC's cost for May and June; 
      and (ii) for sewer, SFC's cost (as of the date of this Agreement, 
      $3,900.00 per month), as the same may be adjusted from time to 
      time, for July, August and September, and October, and at one half (1/2) 
      SFC's cost for May and June; PROVIDED, however, that for sewer 
      charges for May, 1996 only, CFL shall pay one-third (1/3) of SFC's 
      cost.

      SECTION 7.06. Except as otherwise expressly provided in this Article 7, 
      SFC 341 shall not be required to furnish any services, utilities or 
      facilities whatsoever to the
      
                                          -17-
 

<PAGE>

Premises. During the Term, SFC shall have no duty or obligation to make any 
alteration, change, improvement, replacement, restoration or repair to, or to 
demolish, the Premises or the improvements thereon.


                                 ARTICLE 8
             SFC'S RIGHT OF REVIEW AND APPROVAL OF IMPROVEMENTS

      CFL has previously constructed improvements on the Leased Premises. 
During the Term of this Agreement and subject to all laws, regulations and 
guidelines applicable to the Leased Premises, and in each case subject to 
SFC's prior review and written approval, CFL may construct additional or 
replacement improvements on the Leased Premises, consistent with CFL's 
permitted uses of the Leased Premises and all other terms of this Agreement. 
Prior to the construction of any improvement, CFL shall furnish SFC with plans 
and specifications prepared by licensed professionals. All such plans and 
specifications must be approved by SFC. CFL may alter, repair or reconstruct 
any of the improvements it installs on the Leased Premises, however such 
alteration, repair or reconstruction shall also be subject to the provisions 
of this Article concerning the submittal of plans and the approval by SFC. It 
shall be the obligation of CFL to secure the approval of all governmental 
authorities as may be necessary for any construction on


                                   -18-


<PAGE>

the Leased Premises, including securing such permits as may be applicable to 
the construction.


                                ARTICLE 9

               REQUIREMENTS OF GOVERNMENTAL AUTHORITIES
               AND OF INSURANCE UNDERWRITERS AND POLICIES

     SECTION 9.01. CFL, at its sole cost and expense, shall promptly comply 
with all present and future laws, rules, orders, ordinances, regulations, 
statutes, requirements and codes of all governental authorities now 
existing or hereafter created, applicable to CFL's activities on the Leased 
Premises, without regard to the nature of the work required to be done 
whether or not the same involve or require any structural changes or 
additions in or to the improvements now or hereinafter on the Leased 
Premises,  CFL also shall comply at its sole cost with any and all provisions 
and requirements of any casualty, liability or other insurance policy 
required to be carried by CFL under this Agreement.

     SECTION 9.02. Without limiting the generality of the foregoing, CFL will 
at all times abide by the terms and conditions of the Special Permit, and 
will not, without SFC's prior written consent, take or permit any action or 
fail to perform any obligation

                                  -19-


<PAGE>

applicable to CFL's activities on the Premises in contravention of the 
Special Permit. CFL agrees that it will promptly provide SFC with copies of 
all notices of violation of any law, rule, ordinance, regulation, statute, 
requirement or code and of all notices of inspection received by CFL or any 
of CFL's contractors, vendors or exhibitors. CFL further agrees that it will 
not submit or permit submittal of any application for any type of building or 
land use determination (including, but not limited to, interpretation or 
variance of the Special Permit) to any administrative or legislative body of 
the Town of Tuxedo, without SFC's prior knowledge and written consent.


                                 ARTICLE 10
                             SECURITY DEPOSIT

      CFL has previously deposited with SFC the sum of $40,000.00 (together 
with the additional sums to be deposited with SFC as provided below, the 
"Security Deposit"), which shall be held by SFC as security for CFL's 
performance of this Agreement. CFL agrees to deposit with SFC an additional 
$35,000.00 to augment the Security Deposit, on or before August 1, 1997, 
making the total Security Deposit to be held by SFC $75,000.00, which SFC 
agrees to deposit in an interest-bearing account. Except as otherwise 
provided below in the case of CFL's default, interest that accrues on the 
Security Deposit shall be paid to CFL annually. If CFL defaults in respect of 
any of its


                                    -20-


<PAGE>

obligations under this Agreement, SFC may use, apply or retain all or any 
part of the Security Deposit and interest accrued thereon to any sum as to 
which CFL is in default, or to reimburse SFC for any amount which SFC may 
expend or may be required to expend by reason of CFL's Default. CFL agrees to 
provide SFC with a fully completed and signed form W-9 and any other form(s) 
required by the bank holding the Security Deposit.


                                 ARTICLE 11
                             DISCHARGE OF LIENS

     SECTION 11.01 CFL will not, directly or indirectly, create or permit to 
be created, or to remain, any lien of any kind, including but not limited to 
mechanic's, vendor's, laborer's, materialmen's, or supplier's liens, which 
are or may become an encumbrance upon the Premises or any portion thereof.

     SECTION 11.02. CFL shall, with reasonable promptness, but in any event 
within sixty (60) days after notice of any lien, remove any mechanic's, 
laborer's or materialman's lien or any other lien, encumbrance or charge upon 
the Premises or any part thereof, which arises out of any action or omission 
by or on behalf of CFL, or any subtenant, licensee agent, employee or 
representative of CFL.

                                      -21-

<PAGE>

     SECTION 11.03. Nothing in this Agreement shall be deemed or construed in 
any way as constituting the consent or request of SFC, express or implied, by 
inference or otherwise, to any contractor, subcontractor, laborer or 
materialman for the performance of any labor or the furnishing of any 
materials for any specific improvement, alteration to or repair of the 
Premises or any part thereof, nor as giving CFL or its vendors or exhibitors 
any right, power or authority to contract for or permit the rendering of any 
services, or the furnishing of materials that would give rise to the filing 
of any lien against any assets of SFC. Notice is hereby given, and CFL shall 
cause all construction agreements to provide, that SFC shall not be liable 
for any work performed or to be performed at the Premises for CFL or of any 
materials furnished or to be furnished at the Premises for any of the foregoing.

                                      ARTICLE 12

                              NO REPRESENTATIONS BY SFC

     CFL has previously had possession of and has inspected the Premises and 
all improvements thereon and accepts them in "as is" condition. CFL 
acknowledges that no representations, statements or warranties, express or 
implied, have been made by or on behalf of SFC with respect to the Premises 
or this transaction or the laws applicable to this transaction, SFC or the 
Premises; that CFL has relied on no such representations,

                                      - 22 -

<PAGE>

statements, or warranties; and that SFC shall not in any event whatsoever be 
liable by reason of any such claimed misrepresentation or breach of warranty.

                                   ARTICLE 13

                    SFC NOT LIABLE FOR INJURY OR DAMAGE

     SECTION 13.01. SFC shall not in any event whatsoever be liable for any 
injury or damage to CFL (unless caused by a negligent act or omission of SFC, 
its agents, servants, or employees) or to any other Person happening on, in 
or about the Leased Premises, or the Licensed Premises when CFL is in 
occupancy thereof and as a result of an act or omission of CFL, nor for any 
injury or damage to the Premises or to any property belonging to CFL or to 
any other Person (unless caused by a negligent act or omission of SFC, its 
agents, servants or employees).

     SECTION 13.02. SFC shall not be liable to CFL (unless caused by a 
negligent act or omission of SFC, its agents, servants or employees) or to 
any other Person for any failure or interruption of water supply, sewerage, 
gas or electric current, nor for any injury or damage to any property of CFL 
(unless actually caused by a negligent act or omission of SFC, its agents, 
servants or employees) or to any Person or to the Premises caused by or 
resulting from gasoline, oil, steam, gas, electricity, fire or hurricane, 
tornado, flood, wind or similar storms or disturbances, or water, rain or 
snow which may leak or flow from the

                                   - 23 -

<PAGE>

street, sewer, gas mains or subsurface area or from any part of the Premises, 
or leakage of gasoline or oil from pipes, appliances, tanks, sewer or 
plumbing works therein, or from any other place, nor for interference with 
light or other incorporeal hereditaments by anybody, or caused by any public 
or quasi-public work.

                                ARTICLE 14

                             INDEMNIFICATIONS

     SECTION 14.01. CFL agrees to defend and fully indemnify SFC against any 
and all liability and costs, including but not limited to reasonable 
attorneys' fees (whether incurred in a proceeding between SFC and CFL or 
between SFC and a third party), incurred by SFC, resulting directly or 
proximately from CFL's activities on the Premises. Without limiting the 
generality of the foregoing, CFL shall promptly pay all of SFC's engineers', 
architects' and reasonable attorneys' fees and disbursements, which may be 
imposed upon or incurred by or asserted against SFC by reason of CFL's 
actions or omissions during the Term. SFC agrees to defend and fully 
indemnify CFL against any and all liability and costs, including but not 
limited to reasonable attorneys' fees, incurred by CFL, resulting from the 
negligent acts of SFC's agents or employees on the Premises.

     SECTION 14.02. CFL represents and warrants that it has dealt with no 
broker in connection with this Agreement. Without limiting the generality of 
the foregoing Section

                                   - 24 -

<PAGE>
 
14.01, CFL shall pay SFC's reasonable attorneys' fees if the foregoing 
representation and warranty with respect to brokerage should be breached.

     Section 14.03. The provisions of this Article 14 shall survive the 
expiration of this Agreement for the applicable Statute of Limitations for 
any claim made.

                                 ARTICLE 15

                      RIGHT OF ACCESS AND INSPECTION

     SECTION 15.01. CFL shall permit SFC and its agents or representatives to 
enter the Premises at all reasonable times and (except in an emergency when 
no prior notice shall be required) upon reasonable notice for the purpose of 
(a) inspecting the same, and (b) if SFC so elects, making any necessary 
repairs to the Premises.

     SECTION 15.02. Nothing in this Article 15 or elsewhere in this Agreement 
shall imply any duty or obligation upon the part of SFC to do any work on the 
Premises and performance thereof by SFC shall not constitute assumption of 
such a duty or obligation.

     SECTION 15.03. Provided that it does not materially interfere with CFL's 
operation of the Faire or the Forest of Fear, SFC may enter the Leased 
Premises in non-emergency situations to operate or to effect repairs to or to 
maintain water or wastewater utilities infrastructure on the Premises, or to 
gain access to or egress from SFC's adjacent lands or

                                  - 25 -

<PAGE>

improvements (including, but not limited to, access and egress in connection 
with SFC's timber harvesting operations.)

                                ARTICLE 16
 
                 PERMITTED USE; NO UNLAWFUL OCCUPANCY

     SECTION 16.01. Subject to the provisions of law and this Agreement, CFL 
shall use the Leased Premises only for the purpose of conducting the Faire 
and the Forest of Fear, and the Licensed Premises only for the incidental 
purposes enumerated in Article 2.02, and for no other purposes. Anything in 
the foregoing sentence that may be construed to the contrary notwithstanding, 
no living accommodations shall be permitted on or about the Premises, except 
that camping for CFL personnel is permitted on the Leased Premises in the 
rear, near the Portomod Building, subject to all applicable laws, rules and 
regulations that govern such use.

     SECTION 16.02. CFL shall not use or occupy, and shall use commercially 
reasonable efforts to prohibit the use or occupancy of any part of the Leased 
Premises, and of the Licensed Premises when CFL is in occupancy thereof, 
other than as permitted in Section 16.01, or in such manner as to constitute 
a nuisance of any kind (public or private). CFL shall immediately take all 
necessary steps, legal and equitable, to abate any nuisance at the Premises 
resulting from CFL's use or occupancy thereof.

                                - 26 -

<PAGE>

                                 ARTICLE 17

     EVENTS OF DEFAULT, CONDITIONAL LIMITATIONS, REMEDIES, ETC.

     SECTION 17.01. Each of the following events shall be an "Event of Default"
hereunder:

     (a) if CFL shall fail to pay the Rent, Additional Rent or any other 
payment required to be paid by CFL when the same shall become due and payable;

     (b) if CFL shall fail to acquire and maintain in effect insurance 
coverage in the types and amounts required by this Lease;

     (c) if CFL shall abandon the Leased Premises or cease operating the 
Faire;

     (d) if CFL fails to maintain the Premises in a neat and clean condition 
and in good repair; or

     (e) failure by CFL to timely and fully perform any other obligation 
under this Agreement on CFL's part to be performed. 

     SECTION 17.02. If an Event of Default shall occur, SFC may elect to (a) 
perform the obligations of CFL in accordance with the provisions of Article 29,
or (b) proceed by appropriate judicial proceedings, either at law or in 
equity, to enforce performance and observance by CFL of the applicable 
provisions of this Agreement, or to recover damages for breach thereof, or 
both.

                                      - 27 -
<PAGE>

     SECTION 17.03. If an Event of Default shall occur, SFC may at any time 
thereafter give written notice to CFL stating that this Agreement and the 
Term shall expire and terminate on the date specified in such notice, which 
date shall be not less than ten (10) days after the giving of such notice (or 
three (3) days after the giving of such notice if the Event of Default is the 
failure to pay Rent), if on or before such date CFL shall have failed to cure 
the default which was the basis for the Event of Default.  If the Default 
shall remain uncured as of the date specified in the notice, or if CFL shall 
not be diligently pursuing the cure of an Event of Default that is inherently 
incapable of being cured within the ten (l0) day cure period, then this 
Agreement shall terminate without further notice, and SFC may proceed by 
summary proceeding or other action at law or in equity to recover possession 
of the Leased Premises.

     SECTION 17.04. If this Agreement shall be terminated as provided in 
Section 17.03 hereof CFL shall pay to SFC (a) all Rent and Additional Rent 
payable under this Agreement to the date of such termination, and (b) on 
demand, all costs and expenses, including, without limitation, reasonable 
attorneys' fees and disbursements, incurred by SFC in any action or 
proceeding to recover possession of the Leased Premises.

     SECTION 17.05. Each right and remedy of SFC provided for in this 
Agreement shall be cumulative and in addition to every other right or remedy 
provided for this Agreement or now or hereafter existing at law or in equity 
or by statute or otherwise. The exercise or

                                  - 28 -

<PAGE>

beginning of the exercise by SFC of any one or more  of  the rights or 
remedies provided for in this Article 17 or elsewhere in this Agreement, or 
now or hereafter existing at law or in equity or by statute or otherwise 
shall not preclude the simultaneous or later exercise by SFC of any or all 
other rights or remedies provided for in this Article 17, this Agreement, or 
now or hereafter existing at law or in equity or by statute or otherwise.

                                ARTICLE 18

                                 NOTICES

     SECTION 18.01. Whenever it is provided herein that notice, demand, 
consent, approval, or other communication shall or may be given to or served 
upon either of the parties, or whenever either of the parties shall desire to 
give or serve upon the other any notice, demand, request, consent, approval, 
or other communication with respect hereto, or to the Premises, each such 
notice, demand, request, consent, approval, or other communication shall be 
in writing and, any law or statute to the contrary notwithstanding, shall be 
effective for any purpose if given or served as follows:

     (a) If by CFL, by personal delivery  to  SFC;  by recognized  overnight  
delivery service; by fax, followed by mailing as hereinafter set forth; or by 
mailing the same to SFC by certified mail, postage prepaid, return receipt 
requested, addressed to SFC at the

                                   - 29 -

<PAGE>

address shown on the first page hereof, with a copy thereof to such other 
address(es) and such other Persons as SFC may from time to time designate by 
notice given to CFL.

     (b) If by SFC, by personal delivery to CFL at the Premises; or by 
recognized overnight delivery service; by fax, followed by mailing as 
hereinafter set forth; or by mailing the same to CFL by certified mail, 
postage prepaid, return receipt requested, addressed to CFL at the 
Premises or at the address shown on the first page hereof, or to such other 
address(es) and Persons as CFL may from time to time designate by notice 
given to SFC.

     SECTION 18.02. Every notice, demand, request, consent, approval, or 
other communication hereunder shall be deemed to have been given or served at 
the earliest of (a) the time that the same is personally delivered to or 
actually received by the other party; (b) delivery by the recognized 
overnight delivery service; or (c) three (3) days after being deposited in 
the United States mails, postage prepaid, in the manner aforesaid.

                               ARTICLE 19

                        ESTOPPEL CERTIFICATES

     CFL agrees that, at any time and from time to time upon not less than 
ten (1O) days' prior notice by SFC, CFL shall execute, acknowledge and 
deliver to SFC or any other Person specified by SFC, a statement in writing 
certifying that this Agreement is

                               - 30 -

<PAGE>

unmodified and in full force and effect (or if there have been modifications, 
that the same, as modified, is in full force and effect, stating the 
modifications) and the date to which each item payable by CFL hereunder has 
been paid, and stating whether or not to the best knowledge of the signer of 
such certificate SFC is in default in performance of any covenant, agreement 
or condition contained in this Agreement, and, if so, specifying in detail 
each such default of which CFL may have knowledge.

                                ARTICLE 20

                       SURRENDER AT END OF TERM

     On the Expiration Date CFL shall surrender and deliver up to SFC the 
Leased Premises in good order, condition and repair, reasonable wear and tear 
excepted, free and clear of all CFL improvements to the Leased Premises 
(other than alterations to or fixtures installed in SFC-owned improvements, 
which shall be the property of SFC) and of all liens and encumbrances other 
than those, if any, existing as of the date hereof. Without limiting the 
generality of the foregoing, CFL will remove all CFL improvements from the 
Leased Premises, and will deliver the Leased Premises to SFC restored, 
regraded and reseeded. Unless otherwise expressly agreed to the contrary by 
SFC in writing, all approved repairs, improvements, fixtures or additions 
made by CFL to the Licensed Premises or to any other SFC-owned property or 
improvements shall be the

                                    - 31 -

<PAGE>

property of SFC, and shall remain at the Premises after the Expiration Date, 
free and clear of all liens and encumbrances.

                                  ARTICLE 21

                 ENTIRE AGREEMENT, NO ORAL MODIFICATIONS

     This Agreement contains all the promises, agreements, conditions, 
inducements and understandings between SFC and CFL relative to the Premises 
and to their respective rights and obligations, and there are no promises, 
agreements, conditions, understandings, inducements, warranties or 
representations, oral or written, expressed or implied, between them other 
than as herein set forth. This Agreement may not be orally modified, waived, 
changed, canceled or amended. All such alterations of this Agreement require 
a writing signed by both SFC and CFL.

                                 ARTICLE 22

                              QUIET ENJOYMENT

     Subject to the rights of any fee mortgagee and the rights of access 
herein reserved, SFC covenants that if and as long as CFL shall faithfully 
perform the agreements, terms, covenants and conditions hereof, CFL shall and 
may peaceably and quietly have, hold and enjoy the Leased Premises for the 
term hereby granted without molestation or disturbance by or from SFC and 
free of any encumbrance created or suffered by SFC.

                                   - 32 -

<PAGE>

                                   ARTICLE 23           
                        INVALIDITY OF CERTAIN PROVISIONS 

     If any term or provision of this Agreement or the application thereof to 
any Person or circumstances shall, to any extent, be invalid or 
unenforceable, the remainder of this Agreement, or the application of such 
term or provision to any Person or circumstances other than those as to which 
it is held invalid or unenforceable, shall not be affected thereby, and each 
term and provision of this Agreement shall be valid and be enforced to the 
fullest extent permitted by law.

                                  ARTICLE 24                
                  NO RECORDING OF MEMORANDUM OF AGREEMENT 

     This Agreement or a Memorandum thereof shall not be recorded by either 
party to the Agreement.

                                 ARTICLE 25                                   
                        LIMITATION OF LIABILITY 

     SECTION 25.01.

     (a) SFC's liability hereunder (including, for purposes of this Section, 
any parent or subsidiary of SFC) for damages or otherwise, if any, shall in 
all events be limited to

                                     - 33 -

<PAGE>

SFC's interest in the Leased Premises, this Agreement, the Rent, proceeds of 
any insurance policies covering or relating to the Leased Premises, and any 
awards payable to SFC in connection with a condemnation of the Leased 
Premises. Neither SFC nor any of the directors, officers, employees, 
shareholders, agents or servants of SFC shall have any liability (personal or 
otherwise) hereunder except as set forth herein. No other property or asset 
of SFC, or any property or asset of the directors, officers, employees, 
shareholders, agents or servants of SFC, is subject to levy, execution or 
other enforcement procedure for the satisfaction of CFL's remedies hereunder. 
The provisions of this Section 25.01(a) shall survive the expiration of the 
Term or other termination of this Agreement.

     SECTION 25.02. When a party exercises any of the rights or renders or 
performs any of its obligation hereunder, it hereby acknowledges that it 
shall do so at its sole cost and expense, except to the extent this Agreement 
expressly provides to the contrary.

                                  ARTICLE 26  
                                MISCELLANEOUS 

     SECTION 26.01. The captions of this Agreement are for convenience of 
reference only and in no way define, limit or describe the scope or intent of 
this Agreement or in any way affect this Agreement.

                                       - 34 -

<PAGE>

     SECTION 26.02. The Table of Contents is for the purpose of convenience 
of reference only and is not to be deemed or construed in any way as part of 
this Agreement or as supplemental thereto or amendatory thereof.

     SECTION 26.03. The use herein of the neuter pronoun in any reference to 
SFC or CFL shall be deemed to include any individual landlord or licensor and 
tenant or licensee, and the use herein of the words "successors and assigns" 
or "successors or assigns" of SFC or CFL shall be deemed to include the 
heirs, legal representatives and assigns of any individual landlord or 
licensor or tenant or licensee.

     SECTION 26.04. This Agreement shall be governed by and construed in 
accordance with the laws of the State of New York.

     SECTION 26.05. The agreements, terms, covenants and conditions herein 
shall be binding upon and shall inure to the benefit of, SFC and CFL and 
their respective successors and assigns.

     SECTION 26.06. All references in this Agreement to "Articles" or 
"Sections" shall refer to the designated Article(s) or Section(s), as the 
case may be, of this Agreement.

     SECTION 26.07. The unconditional guarantee of CFL's obligations under 
this Agreement by Renaissance Entertainment Corporation is a material 
inducement for SFC to enter into this Agreement.  This Agreement shall not be 
binding upon SFC (i) unless and until it shall be executed by the parties 
hereto and unconditionally delivered by SFC

                                     - 35 -

<PAGE>

to CFL, and (ii) the guarantee hereof is fully and properly executed and 
delivered to SFC by the guarantor, Renaissance Entertainment Corporation. A 
copy of the duly adopted resolution of the board of directors of Renaissance 
Entertainment Corporation accepting and agreeing to the terms and authorizing 
the execution thereof must be affixed to the executed guarantee.

     SECTION 26.08. This Agreement may not be orally modified, waived, 
changed, canceled or amended.

                                 ARTICLE 27      
                             HAZARDOUS MATERIALS 

     SECTION 27.01.

     (a) CFL shall be responsible for Hazardous Materials (as defined in 
subparagraph (d) below) that come to be located on the Leased Premises during 
the Term or on the Licensed Premises during CFL's occupancy thereof, as a 
result of CFL's acts or omissions.

     (b) CFL agrees that CFL shall not cause, suffer or permit any Hazardous 
Material (as defined in subparagraph (d) below) to come to be located on and 
then be stored on or about, be used in or about, or be discharged from the 
Premises during the Term, except as legally and properly used or stored in 
the normal course of CFL's

                                     - 36 -

<PAGE>

permitted uses under this Agreement.  CFL shall comply with the laws, rules, 
regulations and orders of any federal, state or local authority or other 
governmental authority in the storage and use of, and in promptly removing 
any such Hazardous Materials and otherwise promptly complying with the laws, 
rules, regulations and orders (collectively called "Government Requirements") 
of such authority, all at the sole cost and expense of CFL.  Without limiting 
the foregoing, CFL agrees to remove and clean-up the Premises of all such 
Hazardous Materials of the nature described in Section 27.01 above in 
compliance with the Governmental Requirements, upon the earlier to occur of: 
(i) the Expiration Date or earlier termination of this Agreement, or (ii) 
CFL's ceasing to conduct permitted activities at the Premises.

     (c) In the event of any storage, use or disposal of Hazardous Materials 
for which CFL is responsible under paragraphs (a) and (b) of Section 27.01, 
CFL shall defend, indemnify and hold SFC harmless from and against any and 
all claims, loss, damage and expense, including, but not limited to, 
reasonable attorney's fees and costs, that SFC may incur as a result of or 
arising out of: (i) any such alleged storage, use or discharge of such 
Hazardous Materials from the Premises; (ii) the removal and disposal of any 
such Hazardous Material on, about or from the Premises; (iii) compliance with 
any Governmental Requirements relating to the presence or removal of such 
Hazardous Materials from the Premises; or (iv) any combination of the 
foregoing.

                                     - 37 -


<PAGE>


     (d) As used herein, "Hazardous Materials" means any hazardous or toxic 
material, substance or waste which is defined by those or similar terms or is 
regulated as such under any Governmental Requirements, including, but not 
limited to, any material, substance or waste which is (a) defined as a 
hazardous substance under Section 311 of the Federal Water Pollution 
Control Act (33 U.S.C. Section 1317) as the same has been and may be amended; 
(b) defined as a hazardous waste under Section 1004 of the Federal Resource 
Conservation and Recovery Act (42 U.S.C. Section 6901 et. seq.) as the same 
has been and may be amended; or (c) defined as a hazardous substance under 
Section 101 of the Comprehensive Environmental Response, Compensation and 
Liability Act (42 U.S.C. Section 9601 et. seq.) as the same has been and may 
be amended.

     (e) Any costs, penalties, fines, and/or expenses paid or incurred by SFC 
arising out of CFL's failure to comply with the foregoing provisions shall 
constitute, at SFC's option, Additional Rent under the Agreement, and shall 
be paid to SFC by CFL on demand.  The provisions hereof shall survive the 
expiration or early termination of the Agreement and are intended to 
supplement SFC's rights and remedies against CFL at law with respect to 
Hazardous Materials.

     (f) SFC shall be entitled to injunctive relief against CFL with respect 
to any threatened storage, use or discharge of any Hazardous Material from, 
on, about or in the

                                   -38-


<PAGE>

Premises in violation of the provisions of subparagraphs (a) and (b) of 
Section 27.01 herein.

     (g) The provisions of Article 27 of this Agreement shall survive the 
expiration of the Term or other termination of this Agreement.

     (h) If either party to this Agreement becomes aware of any Hazardous 
Material on the Premises, that party will immediately notify the other party 
of possibility that Hazardous Materials are present.

     (i) To the best of SFC's knowledge, and without SFC conducting an 
environmental audit of the Premises, there are no Hazardous Materials 
presently on the Premises in violation of any Governmental Requirements.  CFL 
represents and warrants that it has no knowledge of Hazardous Materials on 
the Premises in violation of any Governmental Regulations, and that CFL has 
not caused, or knowingly suffered or permitted any Hazardous Materials to 
come to be located at the Premises in violation of any Governmental 
Regulations during CFL's possessions of the Premises during the eighteen 
years preceding this Agreement.  At the expiration of the Term or other 
termination of this Agreement, at CFL's option and sole expense, CFL may 
cause an environmental audit of the Premises to be made by a qualified New 
York State licensed Professional Engineer, satisfactory to SFC, to determine 
the presence of any Hazardous Materials on the Premises.  If CFL elects to 
have the environmental audit performed in

                                      -39-


<PAGE>

accordance with this provision, and if the environmental audit reveals there 
are no Hazardous Materials on the Premises, or that any Hazardous Materials 
found can conclusively be demonstrated to be attributable to an incident or 
source other than one for which CFL would bear responsibility hereunder, then 
upon SFC's written acceptance of and concurrence with such report CFL shall 
have no continuing obligation under this Article following the expiration or 
other termination of this Lease. If the environmental audit reveals the 
presence of Hazardous Materials on the Premises for which CFL may be 
responsible hereunder, CFL shall have the obligation to remediate the 
Premises by the removal of the Hazardous Materials immediately following the 
completion of the environmental audit. In the event CFL elects to cause such 
environmental audit to be made, CFL will instruct the Professional Engineer 
making the audit to provide a copy of the same to SFC at the same time that a 
copy is provided to CFL.

                                ARTICLE 28

                         WAIVER OF TRIAL BY JURY
               AND COUNTERCLAIMS IN SUMMARY PROCEEDINGS;
               JURISDICTION AND VENUE; SERVICE OF PROCESS

     SECTION 28.01. It is mutually agreed by and between SFC and CFL 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 on


                                    -40-


<PAGE>

                                 ARTICLE 29
                             FEES AND EXPENSES

     If CFL shall default in the observance or performance of any term or 
covenant on CFL's part to be observed or performed under or by virtue of any 
of the terms or provisions in any article of this Agreement, then, unless 
otherwise provided elsewhere in this Agreement, SFC may immediately or at any 
time thereafter and upon notice to CFL, perform the obligation of CFL 
thereunder. If SFC, in connection with the foregoing or in connection with 
any default by CFL in the covenant to pay Rent hereunder, makes any 
expenditure or incurs any obligations for the payment of money, including but 
not limited to reasonable attorney's fees, in instituting, prosecuting or 
defending any action or proceeding, then CFL will reimburse SFC for all such 
sums so paid or obligations incurred, with interest and costs. The foregoing 
expenses incurred by reason of CFL's default shall be Additional Rent 
hereunder and shall be paid by CFL to SFC on demand. If the Term shall have 
expired at the time of making of such expenditures of incurring of such 
obligations, such sums shall be recoverable by SFC as damages. If SFC 
commences summary proceedings or other litigation to enforce this Agreement, 
and such proceedings or actions are resolved on the merits in favor of CFL, 
then SFC shall reimburse CFL for CFL's reasonable attorneys fees and cost 
incurred in CFL's defense.


                                 -42-

<PAGE>

                                  ARTICLE 30      
                             WAIVER OF REDEMPTION 

     CFL hereby expressly waives any and all rights of redemption granted by 
or under any present or future laws (including, but not limited to, Section 
761 of the Real Property Actions and Proceedings Law) in the event of CFL 
being evicted or dispossessed for any cause, or in the event of SFC obtaining 
possession of the Leased Premises by reason of the violation by CFL of any of 
the covenants and conditions of this Agreement or otherwise.

                                  ARTICLE 31  
                                SUBORDINATION 

     This Agreement shall be subordinate to any mortgage or mortgages 
hereinafter placed upon the Premises. SFC will attempt in good faith, and 
will use all commercially reasonable efforts, to procure non-disturbance 
ageement(s) in favor of CFL from the mortgagor or mortgagors.

                                  ARTICLE 32
                                  INSURANCE


     SECTION 33.01. Throughout the Term CFL shall continually provide and 
maintain in full force and effect general liability insurance and motor 
vehicle insurance protecting

                                     - 43 -

<PAGE>

against any and all liability or property damage whatever resulting directly 
or proximately from CFL's operations or occupancy of the Premises, including, 
but not limited to, liability arising out of or in connection with 
products/completed operations, premises operations, contractual liability, 
personal and advertising injury liability and all operations of CFL.  Such 
general liability insurance shall name SFC as an additional insured and have 
a combined single limit of not less than $5,000,000 for personal injury and 
property damage and no less than $5,000,000 for liquor law legal liability. 
Such motor vehicle insurance shall name SFC as an additional insured and 
shall have a combined single limit of not less than $1,000,000 for personal 
injury and property damage. In addition, CFL will obtain and maintain in 
effect throughout the Term business interruption insurance, in a form and 
amount sufficient to ensure that CFL will be able to pay the Rent hereunder 
if the operation of the Faire or the Forest of Fear is interrupted. Evidence 
of all of the required insurance coverage, together with proof of the payment 
of premiums, shall be provided to SFC no less than thirty (30) days prior to 
the Commencement Date and the term of each such policy shall be no less than 
one year from the Commencement Date. Each such policy be in a form and issued 
by a company authorized to underwrite insurance in the State of New York and 
approved by SFC, and shall further provide that it may not be canceled or 
materially changed except upon thirty (30) days prior written notice to SFC.  
Prior to the Commencement Date, CFL will also provide to SFC evidence

                                     - 44 -

<PAGE>

of workers compensation insurance coverage for CFL's personnel, for not less 
than one year from the Commencement Date, and CFL agrees to waive subrogation 
in favor of SFC if SFC so requests. CFL shall make all policies of insurance 
which CFL maintains pursuant to the provisions of this Article available to 
SFC for SFC's inspection in the event SFC makes a request for such an 
inspection.

     IN WITNESS WHEREOF, SFC and CFL have executed this Agreement as of the 
day and year first above written.

                                      STERLING FOREST CORPORATION


                                   By:
                                      -----------------------------------------
                                      Louis Heimbach, Chairman, President & CEO



                                      CREATIVE FAIRES, LTD


                                   By: /s/ DONALD C. GAITI
                                      -----------------------------------------
                                      Donald C. Gaiti, President


                                     - 45 -



<PAGE>

                                   GUARANTY


1.   RENAISSANCE ENTERTAINMENT CORPORATION ("REC") is a corporation
     organized under the laws of the State of Colorado, with its principal
     offices at 4440 Arapahoe #26A, Bolder, Colorado. REC recognizes
     that STERLING FOREST CORPORATION would not enter into the foregoing
     Agreement with CFL dated June __, 1996 with CFL unless REC unconditionally
     guarantees CFL's payment and performance of its obligations under the
     Agreement.  REC has requested SFC to enter into the Agreement with CFL. 
     REC has a substantial interest in making sure that SFC enters into the
     Agreement with CFL, and recognizes that the Agreement shall not become
     effective unless and until REC executes and delivers this Guaranty to SFC.
     The resolution of the board of directors of REC accepting and agreeing to
     the terms of this Guaranty and authorizing the execution of this Guaranty
     is attached hereto as Exhibit "A".

2.   The following is REC's Guaranty:

     REC guarantees the full performance of the Agreement by CFL, including but
     not limited to payment in full of all amounts to be paid by CFL under the
     Agreement.  This Guaranty is absolute and without any condition.

     In addition, REC agrees to these other terms:

3.   This Guaranty will not be affected by any change in the Agreement,
     whatsoever.  The Guaranty will bind REC even if REC is not a party to these
     changes.

4.   REC does not have to be informed about any default by CFL.  REC waives
     notice of nonpayment or other default.

5.   If CFL defaults, SFC may require REC to perform CFL's obligations without
     first demanding that CFL perform.

6.   This Guaranty shall be governed by and construed in accordance with the
     laws of the State of New York, without regard to New York's conflicts of
     laws provisions.  REC hereby waives its right to trial by jury in any claim
     related to the Agreement or this Guaranty, consents and submits to the IN
     PERSONAM jurisdiction of any United States court sitting in New York City
     or White Plains, New York, or any court of the State of New York sitting in
     Orange County, New York, having subject matter jurisdiction over the causes
     of action asserted arising out of or in connection with this Guaranty or
     the  Agreement.  REC irrevocably  and waives all


<PAGE>


     present and future objections to Orange County, New York, New York City or
     White Plains, New York as the exclusive venue of any action or proceeding
     arising out of or in connection with this Agreement.  REC agrees to service
     of process by certified mail, return receipt requested, in any proceeding
     or action arising out of or in connection with this Agreement.

7.   This Guaranty can be changed only by written agreement signed by all
     parties to the Agreement and this Guaranty.

Dated: June  12, 1996            GUARANTOR:
                                 RENAISSANCE ENTERTAINMENT CORP.


                                 By: /s/ Miles Silverman
                                     ------------------------------


State of Colorado)
                 )    ss.:
County of Boulder)


On the 12th day of June in the year 1996 before me personally came Miles 
Silverman to me known, who, being by me duly sworn, did depose and say that 
he resides in Boulder, Colorado; that he is the President of RENAISSANCE 
ENTERTAINMENT CORPORATION, the corporation described in and which executed 
the above instrument; 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 authority of the board of directors of said corporation, and that 
he signed his name thereto by like authority.


                                            /s/ Deborah K. Johnson
                                           ------------------------
                                                Notary Public



<PAGE>


                                   EXHIBIT "A"

                              "CORPORATE RESOLUTION
                                       OF
                      RENAISSANCE ENTERTAINMENT CORPORATION"







<PAGE>


SCHEDULE "A"






                                       [MAP]






<PAGE>


                                   RESOLUTION

   WHEREAS, Prospect Mountain Corporation, University Forest Corporation and 
Fletcher Lake Corporation have made application to the Zoning Board of 
Appeals of the Town of Tuxedo, New York for a special permit for the use of 
their premises as a social/recreation/visitor center and outdoor recreational 
facility pursuant to Section 5.2 of the Zoning Law of the Town of Tuxedo, and
   WHEREAS, a portion of the applicants' premises consisting of about 471 
acres of land is already used for the aforesaid purposes and is known as 
Sterling Forest Gardens and Ski Center, and
   WHEREAS, the lands already in use for such purposes are in R-1 and R-2 
Zones of the Town in accordance with the aforementioned Town Zoning Law, and
   WHEREAS, the applicants have requested a special permit to add to the 
aforementioned land an additional parcel of land consisting of about 192 
acres all of which are located in an R-O Zone under the Town Zoning Law to be 
devoted exclusively to social/recreation/visitor center and outdoor 
recreational facility uses as permitted under the Town Zoning Law, and
   WHEREAS, the aforesaid two parcels of land for which the application has 
been made consists in total of approximately 665.7 acres of land for which 
applicant seeks a special permit as aforesaid, and 
   WHEREAS, the Planning Board of the Town of Tuxedo has given site plan 
approval to the lands of the applicants already in use as a 
social/recreation/visitor center and outdoor recreational facility, and
   WHEREAS, it appears to the satisfaction of the Zoning Board

                                 SCHEDULE "B"

<PAGE>

of Appeals that the structures, facilities, equipment and materials presently 
in use by the applicants for such facilities: are readily accessible to fire 
and police protection; are of such location, size and character so as to be 
in harmony with the appropriate and orderly development of the districts in 
which they are situated and not detrimental to the orderly development of 
adjacent properties; are of such location and size and so laid out on the 
site so that pedestrian and vehicular and the assembly of persons in 
connection therewith is not hazardous or inconvenient to or incongruous with 
the residential district in which the use is located and the location and 
height of the buildings already in use together with the location, nature and 
height of the walls and the fences and landscaping already in existence do not 
hinder or discourage the appropriate development and use of adjacent lands and 
buildings, and

   WHEREAS, the Zoning Board of Appeals has held a public hearing on such 
application on October 20, 1976 after giving due and proper notice thereof, 
and

   WHEREAS, the Zoning Board of Appeals has given due consideration to all 
statements made at said public hearing and all communications received in 
connection therewith and has given due deliberation to said application.
   NOW, THEREFORE; BE IT RESOLVED as follows:

   1.  Pursuant to Section 3.2 and 8.2.3 of the Zoning Law of the Town of 
Tuxedo, a special permit is hereby granted to the applicant for the use of 
their premises presently used as a social/recreation/ visitor center and 
outdoor recreational facility known as Sterling


                                    -2-


<PAGE>


Forest Gardens and Ski Center and consisting of an occupying at the present 
time approximately 471 acres of land.

   2.  The applicant is hereby granted a special permit pursuant to Section 
3.2 and 8.2.5 of the Zoning Law to use the additional acreage consisting of 
about 192 acres as part of the social/recreation/visitor center and outdoor 
recreational facility presently in use by the applicants and known as 
Sterling Forest Gardens and Ski Center.

   3.  This Resolution and the special permit hereby granted are subject to 
the following terms and conditions:

   a.  The special permit herein granted is for a parcel of land consisting 
of approximately 663 acres as bounded and described by the applicants in the 
exhibits and documents attached to the application.

   b. All future development on the lands covered by this permit shall be in 
strict accordance with the Zoning Law of the Town of Tuxedo as amended and 
except as the terms may have been duly varied.

   c.  The lands covered by the permit located in an R-O Zone under the Town 
Zoning Law shall be used for parking facilities only.

   d.  All future development of the lands covered by this permit shall be 
subject to site plan review by the Planning Board of the Town of Tuxedo and 
no building permit shall be issued for any future facility or structure 
requiring a building permit under the laws of the Town of Tuxedo unless and 
until site plan approval has been granted by the said Planning Board.

   e.  All future development of the lands covered by this permit 


                                  -3-


<PAGE>

shall be in compliance with the provisions of Section 8.2.3.1 of the Town 
Zoning Law and applicant will demonstrate in connection with such future 
development that such development does not and will not have an unreasonably 
adverse effect upon the ecology and environment of the site, the adjoining 
properties and the Town of Tuxedo.

   f.  In the development of additional parking areas on the lands covered 
by this permit applicant shall demonstrate that the existing public roads 
required for access to such parking facilities and the lands of the applicant 
are adequate to safely accommodate the estimated traffic which it is 
anticipated will result from the expansion of such parking facilities and the 
future development of applicants' lands.

   g.  No building permit shall be issued to the applicant for the 
development of the land covered by this permit except in accordance with the 
provisions of this permit and resolution.

     The foregoing constitutes a true and complete copy of a resolution 
duly made and adopted at a regular meeting of the Zoning Board of 
Appeals of the Town of Tuxedo on October 27, 1976.  The said resolution 
was made by Mr.           and seconded by Mr.           and was adopted 
by the following votes:   Ayes   5    Nos                                
                                ---         ---

                                        /s/ John Hofmann
                                        ---------------------------
                                        John Hofmann
                                        Chairman
                                        Zoning Board of Appeals


                                        -4-


<PAGE>
     
                             STERLING FOREST CORPORATION
                             Schedule of Electric Meters
                           Billed to Creative Faires, Ltd.



 Meter Location                       Base Month
  and Number                         June 28, 1978
----------------                     -------------

Upper  Parking   Lot                      4.77
1530-5736-2960.1

Garden Sewer                            251.26
1530-5736-3020.1

Garden Club                               9.02
1530-5736-3440.1

Camel Barn                                0.00
1530-5736-3450.1

Irrigation                              221.53
1530-5736-3560.1

Peacock Patio                           172.31
1530-5736-3620.4

Rt. 17A Traffic Light                   169.82
1530-5736-3660.1

Warming Hut                              94.45
1530-5736-3680.3                       -------
                                       $927.93



                                      SCHEDULE"C"