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New York-New York-120-780 East 132nd Street - 780 East 132 Street Co. and Everlast World's Boxing Headquarters Corp.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
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                       Premises 720-780 East 132nd Street
                                 Bronx, New York
                       ----------------------------------


                          780 East 132 Street Company,

                                                             Landlord

                                       and

               EVERLAST WORLD'S BOXING HEADQUARTERS CORPORATION,

                                                             Tenant





                                   -----------
                                      LEASE
                                   -----------





<PAGE>

                                      INDEX
                          LEASE OF 720-780 EAST 132 ST.
                                     1/28/74
                                                                     Page 1 of 2


TITLE                                                            ARTICLE NOS.
-----                                                            ------------

ACCESS TO PREMISES                                               13-57

ADJACENT EXCAVATIONS                                             34

AIR CONDITIONING                                                 62-69

ALTERATIONS                                                      3-52

ASSIGNMENT, MORTGAGE                                             11

BANKRUPTANCY                                                     16

CAPTIONS                                                         32

CELLAR                                                           49-74-76

CERTIFICATE OF OCCUPANCY                                         15-58

CLEANING                                                         30-71

CORRESPONDENCE                                                   61

DEFAULT                                                          17-59

DEFINITIONS                                                      33

DESTRUCTION, FIRE & OTHER CASUALTY                               9

DOORS                                                            69

ELECTRIC                                                         12-46

ELEVATORS                                                        30-50-67

EMINENT DOMAIN                                                   10

END OF TERM                                                      21

FAILURE TO GIVE POSSESSION                                       23

FEES & EXPENSES                                                  19-60

FLOOR LOADS                                                      6

GLASS                                                            41

HEAT                                                             30-44-63-69

INABILITY TO PERFORM                                             26

LAWS                                                             6

MEZZANINE                                                        42

FIRE INSURANCE                                                   NOT READABLE


<PAGE>

                                      INDEX
                          LEASE OF 720-780 EAST 132 ST.
                                     1/28/74
                                                                     Page 2 of 2

TITLE                                                            ARTICLE NOS.
-----                                                            ------------

REMEDIES OF LANDLORD                                             18

RENEWAL OPTION                                                   73

REPAIR & MAINTENANCE                                             4-53-69-75

REPRESENTATION BY LANDLORD                                       20

RULES & REGULATIONS                                              35-37A-64

SHORING                                                          34

SIGNS                                                            45-68

SPRINKLER                                                        65

SUBLETTING                                                       72

SUBORDINATION                                                    7-54

SUCCESSORS & ASSIGNS                                             37

TAX ESCALATION                                                   38

TENANTS REPORTS & STATEMENTS                                     40

USE OF PREMISES                                                  39-51-72

USE OF PRIOR TO BEGINNING OF LEASE                               47

VAULT SPACE                                                      14

WAIVERS                                                          24

WAIVER OF REDEMPTION                                             18

WAIVER OF TRIAL BY JURY                                          25

WATER CHARGES                                                    28-62

WINDOW CLEANING                                                  5


ADDENDA

  FLOOR PLANS
  Letter from Austin Graham to Everlast Jan. 30, 1974
  Letter from Walters to Everlast 2/23/74
  Letter from Benenson to Everlast 1/25/74


<PAGE>

                      STANDARD FORM OF LOFT LEASE The Real
                         Estate Board of New York, Inc.

               Agreement  of  Lease,  made as of this 28th day of  January  1974
between 780 East 132 Street Company, a general partnership, having its office at
Suite 1600, 250 Park Avenue,  New York, New York 10017, party of the first part,
hereinafter  referred to as Landlord,  and Everlast World's Boxing  Headquarters
Corporation,  a New York  corporation,  having an office at 175  Walnut  Avenue,
Bronx,  New York, party of the second part,  hereinafter  referred to as Tenant,
Witnesseth:  Landlord  hereby  leases to Tenant  and  Tenant  hereby  hires from
Landlord the portions of the first floor and mezzanine as outlined in red on the
annexed Plan,  (herein sometimes called "Demised Premises" or "premises") in the
building  known as 720-780  East 132nd  Street  ("Building")  in the  Borough of
Bronx,  City of New York,  for the term of ten years  (herein  sometimes  called
"Demised Term") (or until such term shall sooner cease and expire as hereinafter
provided) to commence on the first day of May nineteen hundred and seventy-four,
and to end of the thirtieth day of April nineteen  hundred and eighty-four  both
dates  inclusive,  at an annual rental rate of One Hundred  Fifty-Five  Thousand
Three Hundred Twelve and 00/100 ($155,312.00) Dollars (herein sometimes referred
to as "Fixed  Rent")  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 installments in advance on the
first day of each month  during  said term,  at the office of  Landlord  or such
other  place  as  Landlord  may  designate,  without  any set  off or  deduction
whatsoever, except that Tenant shall pay the first monthly installment(s) on the
execution  hereof  (unless this lease be a renewal).

        In the event that,  at the  commencement  of the term of this lease,  or
thereafter,  Tenant  shall be in  default  in the  payment  of rent to  Landlord
pursuant  to the  terms  of  another  lease  with  Landlord  or with  Landlord's
predecessor in interest, Landlord may at Landlord's option and without notice to
tenant add the amount of such  arrearages  to any  monthly  installment  of rent
payable hereunder and the same shall be payable to Landlord as additional rent.

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

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

Occupancy

2.  Tenant  shall use and  occupy  demised  premises  as set forth in Article 51
hereof, and for no other purpose.

Alterations:  3. Tenant  shall make no changes in or to the demised  premises of
any  nature  without  Landlord's  prior  written  consent.  Subject to the prior
written  consent of Landlord,  and to the provisions of this article,  Tenant at
Tenant's expense, may make alterations, installations, additions or improvements
which are  non-structural  and which do not affect utility  services or plumbing
and  electrical  lines,  in or to the interior of the demised  premises by using
contractors  or  mechanics  first  approved by  Landlord.  All  fixtures and all
paneling, partitions, railings and like installations, installed in the premises
at any time,  either by Tenant or by Landlord in Tenant's  behalf,  shall become
the  property of Landlord  and shall  remain  upon and be  surrendered  with the
demised premises unless Landlord,  by notice to Tenant no later than twenty days
prior to the date fixed as the  termination  of this lease,  elects to have them
removed by Tenant,  in which event,  the same shall be removed from the premises
by Tenant  forthwith,  at Tenant's  expense.  Nothing in this  article  shall be
construed to prevent Tenant's removal of trade fixtures, but upon removal of any
such trade fixtures from the premises or upon removal of other  installations as
may be required by Landlord, Tenant shall immediately and at its expense, repair
and restore the premises to the condition  existing  prior to  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 Landlord,  either be retained as Landlord's property
or may be removed  from the  premises by Landlord  at Tenant's  expense.  Tenant
shall, before making any alterations,  additions, installations or improvements,
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,  approval and  certificates  to Landlord and Tenant agrees to carry and
will cause  Tenant's  contractors  and  subcontractors  to carry such  workman's
compensation,  general liability,  personal and property damage and for no other
purpose


<PAGE>

Repairs:  4.  Landlord  shall  maintain  and repair the public  portions  of the
building, both exterior and interior.  Tenant shall, throughout the term of this
lease, take good care of the demised premises and the fixtures and appurtenances
therein  and at 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,  fire or
other casualty, excepted. Notwithstanding the foregoing, all damage or injury to
the demised  premises or to any other part of the building,  or to its fixtures,
equipment and  appurtenances,  whether  requiring  structural or  non-structural
repairs, caused by or resulting from carelessness, omission, neglect or improper
conduct of Tenant,  its servants,  employees,  invitees or  licensees,  shall be
repaired promptly by Tenant at its sole cost and expense, to the satisfaction of
Landlord  reasonably  exercised.  Tenant  shall  also  repair  all damage to the
building  and the demised  premises  caused by the moving of Tenant's  fixtures,
furniture or equipment.  All the aforesaid  repairs shall be of quality or class
equal to the  original  work or  construction.  If Tenant  fails  after ten days
notice to proceed  with due  diligence  to make  repairs  required to be made by
Tenant,  the same may be made by the  Landlord  at the expense of Tenant and the
expenses  thereof  incurred by Landlord shall be collectible as additional  rent
after rendition of a bill or statement  therefor.  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 Landlord.  Tenant shall
give Landlord prompt notice of any defective condition in any plumbing,  heating
system or electrical  lines located in, servicing or passing through the demised
premises and following such notice, Landlord shall remedy the condition with due
diligence but at the expense of Tenant if repairs are  necessitated by damage or
injury attributable to Tenant, Tenant's servants, agents, employees, invitees or
licensees  as  aforesaid.  Except  as  specifically  provided  in  Article  9 or
elsewhere  in this  lease,  there  shall be no  allowance  to the  Tenant  for a
diminution of rental value and no liability on the part of Landlord by reason of
inconvenience.

5.  Omitted

Requirements of Law, Fire Insurance,  Floor Loads: 6. Prior to the  commencement
of the lease term, if Tenant is then in possession and at all times  thereafter,
Tenant,  at  Tenant's  sole cost and  expense,  shall  promptly  comply with all
present and future laws, orders and 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 any similar body which shall impose any
violation,  order or duty upon  Landlord or Tenant  with  respect to the demised
premises  or the  building  arising  out of  Tenant's  use or  manner  of use or
occupancy thereof. 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  or method  of  operation  therein,
violated any such laws, ordinances,  orders, rules,  regulations or requirements
with  respect  thereto.  Tenant  may,  after  securing  Landlord  to  Landlord's
satisfaction against all damages, interest,  penalties and expenses,  including,
but not limited to, reasonable attorneys fees, by cash deposit or by surety bond
in an amount and in a company  satisfactory to Landlord,  contest and appeal any
such laws, ordinances,  orders, rules, regulations or requirements provided same
is done with all  reasonable  promptness  and  provided  such  appeal  shall not
subject  Landlord to prosecution for a criminal  offense or constitute a default
under any lease or mortgage under which Landlord may be obligated,  or cause the
demised  premises or any part thereof to be  condemned or vacated.  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  Landlord  with  respect to the demised  premises or the  building of
which the demised premises form a part, or which shall or might subject Landlord
to any liability or  responsibility  to any person or for property  damage,  nor
shall Tenant keep  anything in the demised  premises  except as now or hereafter
permitted by the Fire  Department,  Board of Fire  Underwriters,  Fire Insurance
Rating  Organization or other authority  having  jurisdiction,  and then only in
such manner and such quantity so as not to increase the rate for fire  insurance
applicable to the building, nor use the premises in a wrongful manner which will
increase the  insurance  rate for the building or any property  located  therein
over that in effect  prior to the  commencement  of Tenant's  occupancy.  Tenant
shall pay all costs, expenses, fines, penalties or damages, which may be imposed
upon  Landlord by reason of Tenant's  failure to comply with the  provisions  of
this article and if by reason of such failure the fire insurance rate shall,  at
the  beginning  of this  lease  or at any time  thereafter,  be  higher  than it
otherwise  would be, then Tenant shall  reimburse  Landlord,  as additional rent
hereunder,  for that portion of all fire insurance  premiums  thereafter paid by
Landlord  which shall have been charged  because of such failure by Tenant,  and
shall make such  reimbursement  upon the first day of the month  following  such
outlay by Landlord.  In any action or proceeding wherein Landlord and Tenant are
parties a schedule or  "make-up"  of rate for the  building or demised  premises
issued  by the New York  Fire  Insurance  Exchange  or other  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.  Tenant shall not place a load upon any
floor of the  demised  premises  exceeding  the floor load per square  foot area
which it was  designed to carry and which it allowed by law,  Landlord  reserves
the right to prescribe the weight and position of all safes,  business  machines
and mechanical  equipment.  Such installations shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient,  in Landlord's judgment, to
absorb and prevent vibration, noise and annoyance.


<PAGE>

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 lessee 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 Landlord may request.

Property - Loss,  Damage,  Reimbursement,  Indemnity:  8. Landlord 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 damages 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 Landlord,  its agents,  servants,  or employees;  nor shall
Landlord or its agents be liable for any such damage  caused by other tenants or
persons in, upon or about said building or caused by operations in  construction
or any private,  public or quasi public work.  If at any time any windows of the
demised premises are temporarily closed,  darkened or bricked up (or permanently
closed,  darkened or bricked  up, if required by law) for any reason  whatsoever
including,  but not limited to Landlord's own acts, Landlord shall not be liable
for any damage  Tenant may sustain  thereby and Tenant  shall not be entitled to
any compensation therefor nor abatement or diminution of rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction. Tenant
shall not move any safe, heavy machinery,  heavy equipment,  or fixtures into or
out of the building  without  Landlord's  prior written  consent.  If such safe,
machinery,  equipment  or  fixtures  requires  special  handling,  all work,  in
connection  therewith  [obscured  line of text]  the  Tenant,  Tenant's  agents,
contractors,  employees,  invitees or licensees,  Tenant's  liability under this
lease  ______________  to the acts and omissions of any subtenant and any agent,
contractor,  employee, invitee or licensee of any sub-tenant. In case any action
or proceeding is brought against  Landlord by reason of any such claim,  Tenant,
upon written notice from Landlord,  will, at Tenant's expense,  resist or defend
such action or  proceeding  by counsel  approved  by  Landlord in writing,  such
approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty: 9: (a) If the demised premises or any part
thereof shall be damaged by fire or other casualty,  Tenant shall give immediate
notice  thereof to  Landlord  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 Landlord  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  Landlord,  subject to
Landlord's  right to elect and not to restore the same as hereinafter  provided.
<PAGE>

(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 Landlord shall decide to demolish it or to rebuild it, then, in any
of such events,  Landlord 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 term 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, to Landlord'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 of any period  subsequent
to such  date  shall be  returned  to  Tenant.  Unless  Landlord  shall  serve a
termination  notice as provided for herein,  Landlord shall make the repairs and
restorations  under the  conditions of (b) and (c) hereof,  with all  reasonable
expedition  subject to delays  due to  adjustment  or  insurance  claims,  labor
troubles and causes beyond Landlord's control. (e) Nothing contained hereinabove
shall relieve  Tenant from  liability  that may exist as a result of damage from
fire or other  casualty.  Tenant  acknowledges  that  Landlord  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 Landlord will
not be  obligated  to repair  any  damage  thereto  or  replace  the  same.  Any
differences or disputes between Landlord and Tenant in respect to any matters in
this  article  shall  be  summarily  determined  by  submitting  the same to the
American Arbitration  Association in New York City. Both parties shall cooperate
in expediting  the hearing.  (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.

Assignment,  Mortgage,  Etc.: 11. Tenant, for itself,  its heirs,  distributees,
executors,  administrators,  legal  representatives,   successors  and  assigns,
expressly  covenants  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 Landlord 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,  Landlord  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 this 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 Landlord to an
assignment or underletting  shall not in any wise be construed to relieve Tenant
from  obtaining  the  express  consent  in writing of  Landlord  to any  further
assignment or underletting.

Electric  Current:  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,  to examine  the same and to make such
repairs,  replacements  and  improvements  as Landlord  may deem  necessary  and
reasonably  desirable  to the demised  premises  or to any other  portion of the
building or which Landlord may elect to perform  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 Landlord to use and
maintain and replace pipes and conduits in and through the demised  premises and
to erect new pipes and conduits  therein.  Landlord 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 or loss or  interruption  of  business  or  otherwise.
Throughout  the term hereof  Landlord  shall have the right to enter the demised
premises at reasonable  hours for the purpose of showing the same to prospective
purchasers or mortgagees 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 notices "To Let" and
"For  Sale"  which  notices  Tenant  shall  permit  to  remain  thereon  without
molestation.  If  Tenant is not  present  to open and  permit an entry  into the
premises,  Landlord or Landlord'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 property and such entry shall
not render  Landlord or its agents liable  therefor,  nor in any event shall the
obligations  of Tenant  hereunder be  affected.  If during the last month of the
term Tenant shall have  removed all or  substantially  all of Tenant's  property
therefrom,  Landlord 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 net shall have no effect on this lease
or Tenant's  obligations  hereunder.  Landlord 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.


<PAGE>

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.
Landlord makes no  representation as to the location 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,  Landlord 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.

Certificate  of  Occupancy:  15.  Tenant  will not at any time use or occupy the
demised  premises in violation of the  certificate  of occupancy  issued for the
building of which the demised premises are a part.

Bankruptcy: 16. (a) If at the date fixed as the commencement of the term of this
lease or if at any time during the term hereby  demised  there shall be filed by
or against  Tenant in any court  pursuant  to any  statute  either of the United
States  or of  any  state,  a  petition  in  bankruptcy  or  insolvency  or  for
reorganization  or for the  appointment  of a  receiver  or  trustee of all or a
portion of Tenant's property, and within 60 days thereof, Tenant fails to secure
a  dismissal  thereof,  or if  Tenant  make an  assignment  for the  benefit  of
creditors  or petition  for or enter into an  arrangement,  this  lease,  at the
option of  Landlord,  exercised  within a  reasonable  time after  notice of the
happening of any one or more of such events,  may be cancelled and terminated by
written  notice to the  Tenant  (but if any of such  events  occur  prior to the
commencement  date, this lease shall be ipso facto cancelled and terminated) and
whether such  cancellation  and  termination  occur prior to or during the term,
neither Tenant nor any person claiming  through or under Tenant by virtue of any
statute or of any order of any court,  shall be  entitled  to  possession  or to
remain in  possession  of the  premises  demised  but shall  forthwith  quit and
surrender  the  premises,  and  Landlord,  in addition  to the other  rights and
remedies  Landlord has by virtue of any other  provision  herein or elsewhere in
this lease  contained  or by virtue of any statute or rule of law, may retain as
liquidated  damages,  any rent,  security deposit or moneys received by him from
Tenant or  others  in behalf of  Tenant.  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  lease.

(b) It is  stipulated  and agreed that in the event of the  termination  of this
lease pursuant to (a) hereof,  Landlord  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  demised  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 ______ [obscure text] ________ 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.

Defaults:  17. (1) If the 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 the demised premises
are  damaged by reason of  negligence  or  carelessness  of Tenant,  its agents,
employees or invitees,  then,  in any one or more of such events,  upon Landlord
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 Landlord may serve a written three (3) days'
notice of  cancellation  of this lease upon Tenant,  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 of such three (3) 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
Landlord 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 (2a) 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;  or (2b) if
any execution or attachment  shall be issued  against  Tenant or any of Tenant's
property  whereupon the demised  premises  shall be taken or occupied by someone
other than  Tenant;  or (2c) if Tenant  shall make  default  with respect to any
other lease  between  Landlord and Tenant;  or (2d) if Tenant shall fail to move
into or take  possession  of the  premises  within  fifteen  (15) days after the
commencement of the term of this lease, of which fact Landlord shall be the sole
judge; then and in any of such events Landlord 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. If
Tenant shall make default  hereunder prior to the date fixed as the commencement
of any renewal or  extension of this lease,  Landlord  may cancel and  terminate
such renewal or extension agreement by written notice.
<PAGE>

Remedies of Landlord 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 shall become due thereupon and be paid up to the time of such re-entry,
dispossess and/or expiration,  together with such expenses as Landlord may incur
for legal  expenses,  attorneys'  fees,  brokerage,  and/or  putting the demised
premises in good order,  or for preparing the same for  re-rental;  (b) Landlord
may  re-let the  premises  or any part or parts  thereof,  either in the name of
Landlord or otherwise,  for a term or terms,  which may at Landlord'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 Landlord as liquidated damages for the
failure of Tenants  to  observe  and  perform  said  Tenant's  covenants  herein
contained,  any deficiency between the rent hereby reserved and/or covenanted to
be paid and the net  amount,  if any, of the rents  collected  on account of the
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 or
refusal of Landlord 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
Landlord  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 and any suit brought to collect the amount of the  deficiency for any
month  shall not  prejudice  in any way the rights of  Landlord  to collect  the
deficiency  for any  subsequent  month by a  similar  proceeding.  Landlord,  in
putting the demised  premises in good order or preparing  the same for re-rental
may, at Landlord's option, make such alterations,  repairs, replacements, and/or
decorations in the demised  premises as Landlord,  in Landlord's  sole judgment,
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
hereunder  as  aforesaid.  Landlord  shall  in no  event  be  liable  in any way
whatsoever for failure to re-let the demised premises,  or in the event that the
demised premises are re-let,  for failure to collect the rent thereof under such
re-letting,  and in no event shall Tenant be entitled to receive any excess,  if
any,  of such net rents  collected  over the sums  payable by Tenant to Landlord
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof,  Landlord 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,     ____________________
____________________________________________  after and without  notice  perform
the same for the account of Tenant,  and if Landlord makes any  expenditures  or
incurs  any  obligations  for the  payment  of  money  in  connection  therewith
including,  but not limited to,  attorneys' fees in instituting,  prosecuting or
defending any action or proceeding  such sums paid or obligations  incurred with
interest and costs shall be deemed to be additional  rent hereunder and shall be
paid by Tenant to  Landlord  within  five (5) days of  rendition  of any bill or
statement to Tenant therefor.

No Representation  by Landlord:  20. Neither Landlord nor Landlord's agents have
made any  representations  of promises with respect to the physical condition of
the  building,  the land upon which it is erected or the demised  premises,  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 right,
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 Landlord 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.



<PAGE>

End of Term:  21. Upon the  expiration or other  termination of the term of this
lease,  Tenant shall quit and surrender to Landlord the demised premises,  broom
clean,  in good order and condition,  ordinary wear  excepted,  and Tenant shall
remove all its property. Tenant's obligation to observe or perform this covenant
shall survive the expiration or other  termination of this lese. 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. Landlord covenants and agrees with Tenant that upon Tenant
paying the rent and additional  rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to 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 Landlord 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  are  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,  Landlord 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  Landlord  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 are 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 Landlord 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 Landlord,
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 Landlord 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 Landlord unless such waiver be in writing
signed by  Landlord.  No payment by Tenant or  receipt by  Landlord  of a lesser
amount than the monthly rent herein  stipulated shall be deemed to other than on
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  Landlord  may  accept  such check or payment
without  prejudice  to  Landlord's  right to recover the balance of such rent or
pursue any other remedy in this lease provided. No act or thing done by Landlord
or  Landlord's  agents  during  the  term  hereby  demised  shall be  deemed  an
acceptance  of a surrender  of said  premises  and no  agreement  to accept such
surrender  shall be valid unless in writing  signed by Landlord.  No employee of
Landlord  or  Landlord'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  [illegible]  whatsoever  arising  out of or in  anyway
connected with this lease, the relationship of Landlord 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  Landlord
commences  any  summary  proceeding  for  non-payment  of rent,  Tenant will not
interpose  any  counterclaim  of  whatever  nature  or  description  in any such
proceeding.
<PAGE>

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 Landlord is unable to fulfill any of its obligations under this lease or
to supply or is delayed in  supplying  any service  expressly or impliedly 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 landlord is  prevented  or delayed from so doing by
reason of strike or labor troubles or any cause  whatsoever  including,  but not
limited to, 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.

Bills and Notices: 27.  Deleted

Water Charges: 28. If tenant requires, uses or consumes water for any purpose in
addition  to  ordinary  lavatory  purposes  (of which  fact  Tenant  constitutes
Landlord  to be the sole judge)  Landlord  may install a water meter and thereby
measure Tenant's water  consumption for all purposes.  Tenant shall pay Landlord
for the  cost of the  meter  and  the  costs  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 costs
and expense in default of which  Landlord may cause such meter and  equipment to
be replaced or repaired and collect the cost thereof from Tenant.  Tenant agrees
to pay for  water  consumed,  as shown  on said  meter  as and  when  bills  are
rendered,  and on default in making such  payment  Landlord may pay such charges
and collect the same from Tenant. Tenant covenants and agrees to pay sewer rent,
charge  or any  other  tax,  rent,  levy or charge  which  now or  hereafter  is
assessed,  imposed or a lien upon the  demised  premises  or the realty of which
they are part pursuant to law, order or regulation  made or issued in connection
with the use,  consumption,  maintenance  or supply of  water,  water  system or
sewage or sewage  connection or system.  The bill rendered by Landlord  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  which water is also
supplied to other premises  Tenant shall pay to Landlord 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
Landlord  hereinabove  or  elsewhere  in this  lease,  Landlord  may sue for and
collect  any  monies  to be paid by Tenant  or paid by  Landlord  for any of the
reasons or purposes hereinabove set forth.

Sprinklers: 29.  Deleted

Elevators,  Heat, Cleaning: 30. As long as Tenant is not in default under any of
the covenants of this lease Landlord shall ____[obscure  text]_____ at such time
as Landlord 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 independently  contracting for the removal of
such rubbish and refuse in the event that Tenant does not wish to have same done
by  employees of  Landlord.  Landlord  reserves the right to stop service of the
heating,  elevator,  plumbing and electric systems, when necessary, by reason of
accident,   or  emergency,   or  for  repairs,   alterations,   replacements  or
improvements  in the  judgment of Landlord  desirable  or  necessary to be made,
until said repairs,  alterations,  replacements or improvements  shall have been
completed. And Landlord shall have no responsibility or liability for failure to
supply heat, elevator, plumbing and electric service, during said period or when
prevented from so doing by strikes,  accidents or by any cause beyond Landlord's
control,  or by laws,  orders or regulations of any Federal,  State or Municipal
Authority,  or failure of coal, oil or other suitable fuel supply,  or inability
by exercise of reasonable  diligence to obtain coal, oil or other suitable fuel.
If the  building  of which the demised  premises  are a part  supplies  manually
operated elevator services,  Landlord may proceed with alterations  necessary to
substitute  automatic control elevator service upon ten (10) days written notice
to Tenant  without in any way affecting  the  obligations  of Tenant  hereunder,
provided that the same shall be done with the minimum amount of inconvenience to
Tenant,   and  Landlord  pursues  with  due  diligence  the  completion  of  the
alterations.

Security:   31.  Deleted

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.


<PAGE>

Definitions: 33. The term "Landlord" 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 Landlord  shall be and hereby is entirely
freed and relieved of all covenants and obligations of Landlord  hereunder,  and
it shall be deemed as construed without further agreement between the parties or
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  of the lessee of the of the  building  has assumed and agreed to
carry out any and all  covenants and  obligations  of Landlord,  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  observed by the State or Federal
Government at legal holidays.

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  foundation  without any claim for damages or indemnity against Landlord,
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 Landlord or Landlord's agents may from time to time adopt. Notice
of any additional rules or regulations shall be given in such manner as Landlord
may elect. In case Tenant disputes the  reasonableness of any additional Rule or
Regulation  hereafter  made or adopted by Landlord  or  Landlord's  agents,  the
parties hereto agree to submit the question of the  reasonableness  of such Rule
or  Regulation  for  decision to the  Chairman of the Board of  Directors of the
Management  Division  of the Real  Estate  Board of New York,  Inc.,  or to such
impartial  person or persons as he may  designate,  whose  termination  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 notice,  in
writing upon Landlord  within ten (10) days after the giving of notice  thereof.
Nothing in this lease  contained  shall be construed to impose upon Landlord 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 Landlord  shall
not be liable to  Tenant  for  violation  of the same by any other  tenant,  its
servants, employees, against, visitors or licensees.

Glass: 36. Deleted

Successors and Assigns:  37. The covenants,  conditions and agreements contained
in this lease  shall bind and inure to the  benefit of  Landlord  and Tenant and
their respective heirs, distributees, executors, administrators, successors, and
except  as  otherwise  provided  in this  lease,  their  assigns  and  permitted
subtenants.

            CONTINUED ON RIDER ANNEXED HERETO AND MADE A PART HEREOF



<PAGE>



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

                                             780 EAST 132 STREET COMPANY


Witness for Landlord:                        By Charles B. Benenson         CORP
                                             -------------------------------
                                             Partner                        SEAL


   Emanuel Lulse (SP?)                       -----------------------------[L.S.]
                                             EVERLAST WORLD'S BOXING
                                             HEADQUARTERS CORPORATION


<PAGE>

STATE OF NEW YORK       )
                        :  ss.:
COUNTY OF   NEW YORK    )

               On the 28 day of January,  1974,  before me personally came David
L. Golomb,  to me known, who, being by me duly sworn, did depose and say that he
resides at 64 Birch St., Port Washington,  New York; that he is the President of
EVERLAST WORLD'S BOXING HEADQUARTERS  CORPORATION,  the corporation described in
and which  executed  the  foregoing  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 order of the board of directors  of said  corporation,
and that he signed his name thereto by like order.


                                                  /s/ Richard M. Frome
                                             ---------------------------------
                                                        Notary Public

                                                       Richard M. Frome
                                             Notary Public, State of  New York
                                                         No. 31-1336120
                                                  Qualified in New York County
                                             Commission Expires March 30, 1975


<PAGE>



                                ACKNOWLEDGEMENTS

CORPORATE LANDLORD
STATE OF NEW YORK,      )  ss.:
County of               )

On the _____ day of ___________,  19__, before me personally came  ____________,
to me known,  who, being by me duly sworn, did depose and say that he resides at
____________________________;     that    he    is    the     ____________    of
_____________________________________,  the  corporation  described in and which
executed the foregoing instrument,  as LANDLORD;  that he knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the board of directors  of said  corporation,
and that he signed his name thereto by like order.

                                                 -------------------------------

INDIVIDUAL LANDLORD
STATE OF NEW YORK,      )  ss.:
County of               )

On the _____ day of ___________,  19__, before me personally came  ____________,
to me  known  and  known to me to be the  individual  described  in and who,  as
LANDLORD;  executed the  foregoing  instrument  and  acknowledged  to me that he
executed the same.

                                                 -------------------------------


CORPORATE TENANT
STATE OF NEW YORK,      )  ss.:
County of               )

On the _____ day of ___________,  19__, before me personally came  ____________,
to me known,  who, being by me duly sworn, did depose and say that he resides in
____________________________;     that    he    is    the     ____________    of
_____________________________________,  the  corporation  described in and which
executed the  foregoing  instrument,  as TENANT;  that he knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the board of directors  of said  corporation,
and that he signed his name thereto by like order.

                                                 -------------------------------

INDIVIDUAL TENANT
STATE OF NEW YORK,      )  ss.:
County of               )

On the _____ day of ___________,  19__, before me personally came  ____________,
to me  known  and  known to me to be the  individual  described  in and who,  as
TENANT;  executed  the  foregoing  instrument  and  acknowledged  to me  that he
executed the same.

                                                 -------------------------------
<PAGE>

                            IMPORTANT - PLEASE READ

                     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, staircases, 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 delivery of merchandise  and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Landlord.  There  shall not be used in any space,  or in the public  hall of the
building,  either by any  Tenant or any  jobbers  or others in the  delivery  or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and sideguards. If said premises are situate on 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  __________,  snow,  dirt and
rubbish.

         2. 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
and no sweepings,  rubbish,  rags,  acids or other substances shall be deposited
therein,  and the expense of breakage,  stoppage,  or damage  resulting from the
violation  of this  rule  shall be borne by the  tenant  who,  or whose  clerks,
agents, employees or visitors, shall have caused it.

         3. No carpet,  rug or other  article shall be hung or shaken out of any
window of the building; and no Tenant shall sweep or throw or permit to be swept
or thrown on the demised  premises any dirt or other  substances into any of the
corridors,  halls, elevators, or out of the doors or windows or stairways of the
building,  and 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 Landlord 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,  nor  shall  any  animals  or birds be kept in or about  the  building.
Smoking  or  carrying  lighted  cigars or  cigarettes  in the  elevators  of the
building is prohibited.

         4. No awnings or other  projections  shall be  attached  to the outside
walls of the building without the prior written consent of the Landlord.

         5.  No  sign,  advertisement,   notice  or  other  lettering  shall  be
exhibited,  inscribed,  mounted  or  affixed  by any  Tenant  on any part of the
outside of the demised  premises of the building or on the inside of the demised
premises  if the same is visible  from the outside of the  premises  without the
prior written consent of the Landlord, 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, Landlord may remove same without any liability, and may
charge the expense incurred by such removal to Tenant or Tenants  violating this
rule.  Interior signs on doors and directory tablet shall be inscribed,  painted
or affixed for each Tenant by Landlord at the expense of such Tenant,  and shall
be of a size, color and style acceptable to Landlord.

         6. No Tenant shall mark,  paint,  drill into,  or in any way deface any
part of the  demised  premises  or the  building  of which they form a part.  No
boring, cutting or stringing of wires shall be permitted,  except with the prior
written  consent of Landlord,  and as Landlord  may direct.  No Tenant shall lay
linoleum, or other similar floor covering, so that the same shall 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  interlining  of  builder's
deadening  felt  shall  be  first  affixed  to the  floor,  by a paste  or other
material, soluble in water, the use of cement or other similar adhesive material
being expressly prohibited.

         7. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any  Tenant,  nor shall any  changes be made in existing
locks or  mechanism  thereof.  Each Tenant  must,  upon the  termination  of his
Tenancy,  restore to  Landlord  all keys of stores,  offices  and toilet  rooms,
either furnished to, or otherwise  procured by, such Tenant, and in the event of
the loss of any keys, so  furnished,  such Tenant shall pay to Landlord the cost
thereof.


<PAGE>

         8. 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 entrances and corridors,  and only
during hours and in a manner approved by Landlord.  Landlord  reserves the right
to inspect all freight to be brought  into the  building and to exclude from the
building all freight which  violates any of these Rules and  Regulations  or the
lease of which these Rules and Regulations are a part.

         9. No  Tenant  shall  obtain  for use upon the  demised  premises  ice,
drinking  water,  towel and other  similar  services,  or  accept  barbering  or
bootblacking services in the demised premises, except from persons authorized by
Landlord,  and at hours and under  regulations  fixed by  Landlord.  Canvassing,
soliciting  and  peddling in the  building is  prohibited  and each Tenant shall
co-operate to prevent the same.

         10.  Landlord  reserves the right to exclude from the building  between
the hours of 6 P.M. and 8 A.M. and at all hours on Sundays,  and legal  holidays
all  persons  who do not  present a pass to the  building  signed  by  Landlord.
Landlord  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 Landlord for all acts of such persons.

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

         12. 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
processes, or any unusual or other objectionable odors to permeate in or emanate
from the demised premises.


<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

               BENJAMIN NADORF, being duly sworn, deposes and says:

               1.  I am an  officer  of  Everlast  World's  Boxing  Headquarters
Corporation; namely, Vice President and Secretary.

               2. I make this  affidavit  at the  request  of  Charles  Benenson
Realty Co. in connection  with pending  lease  negotiations  involving  premises
720-780 East 132nd Street,  The Bronx, New York (the  "Premises").  I am setting
forth in this affidavit the best to my present  recollection of my dealings with
Larry Adler, a broker, in connection with this transaction.

               3.  Everlast  was  first  informed  of  the  availability  of the
Premises by Larry  Adler in or about  February  1972.  The contact was made with
Milton Kaye, my executive  assistant  and, I  understand,  there is a confirming
letter from Mr. Adler to Everlast to this effect.  Larry Adler actually took Mr.
Kay to the  Premises  for an  inspection.  However,  we were  advised  that  the
landlord  was then  asking  $2.00 a square  foot  plus  extras,  and we were not
willing to pay this price.

               4. From time to time  after  February  1972,  Larry  Adler was in
touch with both myself and David  Golomb,  President,  Everlast  World's  Boxing
Headquarters  Corporation,  for  the  purpose  of  keeping  us  abreast  of  any
developments  concerning  the Premises.  These contacts were by telephone and in
personal meetings.

               5. In or about  mid-November  1973, Larry Adler came to my office
and informed me that the Benenson  people were taking  another look at the price
they wanted for the space for the Premises and that it appeared to him that they
would look favorably upon Everlast as a tenant.  He recommended that I telephone
Mr. Charles Benenson to arrange a personal appointment to discuss the situation.
In accordance with Larry Adler's suggestion,  I did telephone Mr. Benenson, made
an appointment  with him and actually saw him that day at his office at 250 Park
Avenue,  New York, New York. It was after this meeting with Mr. Charles Benenson
that we entered into serious negotiations for a ten-year lease of the Premises.

               6. To further clarify the picture, may I indicate what I observed
was done by Mr.  Andrew F.  Cianelli.  Some time in  October  1973,  Mr.  Andrew
Cianelli  contacted  me on the  telephone  to advise me that the  Premises  were
available at a net cost to Everlast of $1.50 a square  foot.  That is, that this
figure of $1.50 a square  foot would  include all other  costs.  On the basis of
this  information,  Mr. David Golomb and I made an  appointment  and did in fact
meet with Mr.  Cianelli and Mr. Walters of the Charles  Benenson  Realty Co. for
inspection  of the  Premises.  Upon our meeting,  we learned that the  landlord,
Benenson  Realty,  was  insistent  upon a $2.00 per  square  foot  rental of the
Premises which, frankly,  irritated me and Mr. Golomb because we simply were not
interested in the Premises at that rate.

               7. About two weeks later, Mr. Cianelli called me on the telephone
and once more provided the  misleading  figure of $1.50 per square foot to start
the conversation,  and I very quickly learned that with extras the Everlast cost
would be  $1.97.  Upon my  hearing  this  from Mr.  Cianelli,  I told him  "stop
bothering me, you're wasting my time."


<PAGE>

               8. At a point after my initial contact with Mr. Charles Benenson,
Mr.  Cianelli  called me stating  that he  understood  that I was in contact and
negotiating  with Mr.  Benenson  and I told him whatever I was doing I wished to
continue  to do entirely  on my own and I  specifically  asked that he not enter
into any  negotiations  on behalf of  Everlast.  That was the last contact I had
with Mr. Cianelli.

                                               /s/ Benjamin Nadorf
                                             --------------------------
                                                 Benjamin Nadorf

Sworn to before me this
14 day of January, 1974.

/s/ Austin Graham
------------------------
    Notary Public.


<PAGE>



                                      RIDER
                                      -----

               38. A. In the  determination  of any  increase  in the Fixed Rent
under the provisions of this Article, Landlord and Tenant agree as follows:

               (a) The term "Escalation Year" shall mean any calendar year which
shall include any part of the Demised Term.

               (b) The term  "Taxes"  shall be deemed to include all real estate
taxes and assessments  upon or with respect to the Building and the plot of land
upon which the Building stands presently  designated on the Bronx County Tax Map
as Block 2543, lot 60 (such Building and land together are herein referred to as
the "Real  Property")  imposed by the City of New York or County of Bronx or any
other taxing  authority.  If, due to any change in the method of  taxation,  any
franchise,  income, profit, sales, rental, use and occupancy, or other tax shall
be substituted  for or levied  against  Landlord or any owner of the Building or
the  Real  Property,  in lieu of or in  addition  to any  real  estate  taxes or
assessments  upon or with  respect  to the  Real  Property,  such  tax  shall be
included in the term Taxes for the purpose of this Article.

               (c) The term  "Basis  Tax  Liability"  shall  mean a sum equal to
Taxes payable for the calendar year 1974.

               (d) The term "Tenant's Share" shall mean 31%.

               (e) The term  "Landlord's  Statement"  shall  mean an  instrument
containing  a  computation  of any increase or decrease in the Fixed Rent for an
Escalation Year pursuant to the provisions of this Article.

                   B. If Taxes payable in any  Escalation  Year shall be in such
amount as shall  constitute  an increase  above or decrease  below the Basic Tax
Liability,  the  Fixed  Rent for such  Escalation  Year  shall be  increased  or
decreased,  as the case may be,  by a sum  equal to  Tenant's  Share of any such
increase or decrease in Taxes.

                   C. If the  Demised  Term  shall  expire on a date  other than
December  31st,  any  increase or decrease in the Fixed Rent for the  Escalation
Year in which the date of  expiration  of the Demised  Term shall occur shall be
apportioned  in that  percentage  which the  number of days in the  period  from
January 1st of such Escalation Year to such date of expiration,  both inclusive,
shall bear to the total number of days in such Escalation Year.


<PAGE>

                   D.  Landlord  shall render to Tenant a  Landlord's  Statement
with respect to each Escalation Year on or before the next succeeding  April 1st
or  within  a  reasonable  time  thereafter.  Landlord's  failure  to  render  a
Landlord's  Statement  with respect to any  Escalation  Year shall not prejudice
Landlord's right to render a Landlord's Statement with respect to any subsequent
Escalation  Year. The obligations of Landlord and Tenant under the provisions of
this  Article with respect to any increase or decrease in the Fixed Rent for the
last two (2)  Escalation  Years shall survive the expiration of the last two (2)
Escalation Years in the event of any sooner termination of the Demised Term.

                   E. If, as a result of any  application or proceeding  brought
by or on  behalf  of  Landlord,  the Basic  Tax  Liability  shall be  decreased,
Landlord's  Statement  next following such decrease shall include any adjustment
of the Fixed Rent for prior  Escalation  Years  reflecting  such decrease in the
Basic Tax Liability. If, as a result of any application or proceeding brought by
or on behalf of Landlord for  reduction  of the  assessed  valuation of the Real
Property for any period  subsequent to the year referred to in subsection (c) of
Section A of this Article, there shall be a decrease in Taxes for any Escalation
Year with respect to which Landlord shall have previously  rendered a Landlord's
Statement,  Landlord's  Statement  next following such decrease shall include an
adjustment of the Fixed Rent for such  Escalation  Year reflecting such decrease
in Taxes  (less all costs and  expenses,  including  counsel  fees,  incurred by
Landlord in connection with such application or proceeding).

                   F. Within fifteen (15) days next  following  rendition of the
first  Landlord's  Statement  which  shows an increase in the Fixed Rent for any
Escalation  Year,  Tenant  shall  pay to  Landlord  the  entire  amount  of such
increase.  On the first day of each  third  month  following  rendition  of each
Landlord's  Statement  which  shows  an  increase  in the  Fixed  Rent  for  any
Escalation  Year,  Tenant shall pay to Landlord as additional rent on account of
the potential  increase in the Fixed Rent for the Escalation  Year following the
Escalation  Year for which such  Landlord's  Statement shall have been rendered,
(which shall be based upon the increase for the preceding Escalation Year) a sum
equal to one  quarter  (1/4) of the  increase  in the Fixed Rent shown upon such
Landlord's Statement.  Such sum shall be added to each installment of Fixed Rent
payable  each and every  third  month  during  such  Escalation  Year  until the
rendition of the next succeeding  Landlord's  Statement and shall be collectible
by Landlord in the same manner as Fixed Rent.


<PAGE>

                   G.  Following each  Landlord's  Statement,  a  reconciliation
shall be made as follows: Tenant shall be debited with any increase in the Fixed
Rent shown on such  Landlord's  Statement  and credited  with (i) the  aggregate
amount, if any, paid by Tenant in accordance with the provisions of Section F of
this  Article  on account of the  potential  increase  in the Fixed Rent for the
Escalation  Year in  question,  and (ii) any decrease in the Fixed Rent shown on
such Landlord's Statement; Tenant shall pay net debit balance to Landlord within
fifteen (15) days next following  rendition by Landlord,  of an invoice for such
net debit  balance;  any net credit  balance  shall be applied  against the next
accruing installments of Fixed Rent.

                   H. Landlord shall, at the request of such Tenant,  and within
the  respective  times limited by law for such purpose  cooperate with Tenant at
Tenant's expense in any application, reasonably satisfactory to Landlord, to the
Tax  Commission  of The City of New York or to such other body as shall have the
power to fix or review  assessed  valuation  for the  correction of any assessed
valuation,  or to reduce  taxes,  provided  that  Landlord  shall  neither  have
instituted nor intend to institute such application on its own behalf.

               39. Tenant shall not use or occupy or permit the use or occupancy
of the Demised  Premises  or any part  thereof,  for any purpose  other than the
purposes specifically set forth in Article 51 and in Article 72 or in any manner
which,  in Landlord's  judgment,  shall  adversely  affect or interfere with any
services  required to be  furnished by Landlord to Tenant or to any other tenant
or occupant of the Building,  or with the proper and economical rendition of any
such  services or with the use or  enjoyment  of any part of the Building by any
other tenant or occupant,  but Landlord  shall not act  unreasonably  under this
Article 39.

               40. From time to time,  within  fifteen (15) days next  following
Landlord's  request,  Tenant  shall  deliver  to  Landlord  a written  statement
executed and  acknowledged  by Tenant,  in form  satisfactory  to Landlord,  (i)
stating  this Lease is then in full  force and effect and has not been  modified
(or, if modified,  setting forth the specific nature of all modifications),  and
(ii)  setting  forth the date to which the Fixed Rent has been  paid,  and (iii)
stating whether or not, to the best knowledge of Tenant,  Landlord is in default
under this Lease,  and, if Landlord is in default,  setting  forth the  specific
nature of all such defaults.  Tenant  acknowledges that any statement  delivered
pursuant


<PAGE>

to this  Article may be relied  upon by any  purchaser  or owner of the
Building,  or the Real Property,  or Landlord's  interest in the Building or the
Real Property or any ground or underlying lease, or by any mortgagee,  or by any
assignee of any mortgage, or by any lessee under any ground or underlying lease.

               41. Tenant  agrees,  at its own cost and expense,  to replace any
and all plate and other glass damaged or broken from any cause whatsoever in and
about the  Demised  Premises.  However,  Landlord  agrees  that  Landlord  shall
promptly replace any windows which are presently damaged or broken.

               42. Landlord agrees to perform work and make installations in the
first  floor and  mezzanine  portions  of the  Demised  Premises as set forth in
Schedule   A.  Such  work  is  herein   referred  to  as   "Landlord's   Initial
Installations".  Landlord's Initial  Installations on Schedule A with respect to
mezzanine  and  first  floor  portion  of the  premises  will  be  substantially
completed prior to commencement of the term hereof.

               43.  Supplementing  the  provisions  of  Article 6 hereof,  it is
agreed that Tenant shall not be required to reimburse  Landlord  thereunder  for
that portion of all fire  insurance  premiums paid by Landlord  which shall have
been  charged  because  of failure of Tenant to comply  with the  provisions  of
Article 6,  provided  that  Tenant's  operation  of its  business in the Demised
Premises  shall not be  significantly  changed  in any manner  from the  present
operation of its business in its present  premises at 175 Walnut Avenue,  Bronx,
New York.

               44. A. As used in this lease,  the following terms shall have the
meanings hereinafter set forth for each:

               i) "Heating Costs" shall mean the cost to Landlord, including all
taxes and surcharges, of fuel furnished to the Building, and

               ii) "Tenant's  Heating Share" shall mean a proportion  calculated
as follows:

               The  return  condensate  from the  steam  heating  system  in the
Building  furnishing  steam heat to the Demised  Premises  shall be metered by a
separate return  condensate  meter  ("Tenant's  Condensate  Meter").  The return
condensate from the steam heating system in the Building  furnishing  steam heat
to portions thereof other than the Demised Premises, shall be separately metered
by one  or  more  additional  return  condensate  meters  ("Building  Condensate
Meters").  "Tenant's  Heating Share" shall be the proportion that the condensate
registered by Tenant's Condensate Meter shall bear to the condensate  registered
by the Building Condensate Meters.

               iii) "Tenant's  Heating Share  Statement"  shall mean a statement
setting  forth the Heating  Costs,  Tenant's  Conden-


<PAGE>

illegible Heating Share Statement with respect to each Statement Period,  within
sixty (60) days next  following the expiration of such  Statement  Period,  or a
reasonable time thereafter.  No failure of Landlord to render a Tenant's Heating
Share Statement with respect to any Statement Period shall prejudice  Landlord's
right to render  such a  statement  with  respect  to any  subsequent  Statement
Period.  The  obligations  of Tenant under the  provisions of this Article shall
survive the  expiration  or sooner  termination  of the demised  term.  Tenant's
Heating Share Statement shall also include all such meter readings for all other
tenants of the Building who are paying for Heating Costs based upon a proportion
of Building Condensate Meter readings.

                   B. Tenant  agrees to pay, as  additional  rent,  prior to the
15th day of the calendar  month  following the month in which  Tenant's  Heating
Share Statement is rendered, a sum equal to the amount shown thereon as Tenant's
Heating Share of Heating Costs.

                   C. If, due to any change in the method of furnishing  heat to
the  Demised  Premises or the  Building,  return  condensate  shall no longer be
produced to effectively  measure  Tenant's Heating Share, the parties shall then
agree upon an alternate  method of  determination  of Tenant's  Heating Share in
order to give effect to the intent of the foregoing  provisions of this Article.
If the parties shall not agree upon an alternate  method,  such dispute shall be
determined  by an  arbitration  in the City of New York in  accordance  with the
rules and regulations then obtaining of the American Arbitration  Association or
its successor,  which  determination shall be final and binding upon the parties
whether or not a judgment shall be entered in any court.

               45. A.  Subject  to the other  provisions  of this  Article  45A,
Tenant may

                    (i)  install not more than four (4) signs on the roof of the
                         Building,  but any such roof signs and all supports and
                         parts  thereof  shall be confined  within an area of 25
                         feet  in any  direction  from  any  part  of  the  roof
                         parapet, or if there be no roof parapet,  then measured
                         from any edge of the roof, and

                    (ii) install  any other  signs on the outside of the Demised
                         Premises.

No other signs, lights, illumination, lettering, advertisement or other forms of
inscription  shall be affixed to or  displayed  on the  exterior  of the Demised
Premises or of the  Building or on the inner or on the outer face of the display
windows,  entrances, doors or transoms or on the roof, except as above provided,
and without  prior  written  approval of Landlord  which  approval  shall not be
unreasonably  withheld.  All signs and all installations  thereof,  shall comply
with all governmental requirements and shall be subject to all of the provisions
illegible


<PAGE>

                   B. Tenant shall, unless otherwise directed by Landlord or its
agents, at the expiration or termination of this Lease, remove all signs, lights
or other forms of  inscription  so affixed or  displayed,  and shall  repair any
injury done to the Building,  the Demised Premises,  or any part thereof by such
affixation, display or removal.

                   C. Landlord agrees,  prior to commencement of term, to remove
the Mercer sign, now affixed to the Building.

               46. A. Tenant agrees to make  application  to the public  utility
corporation  supplying  electrical  service  to the  Building  to  increase  the
electrical  service serving the first floor portion of the Demised Premises from
800 amps to 1200 amps.  The  additional 400 amp service shall be brought up to a
junction  box on said first  floor  adjacent  to the  elevator  at the  location
indicated on the annexed Plan and the service switch shall remain in the cellar.
The present 250 amps of electrical  service shall remain for the cellar  portion
of the Demised  Premises  and a new service  switch  shall be  installed  in the
cellar after such cellar space shall become part of the Demised  Premises  under
Article 49 hereof.  Landlord agrees, at its own cost and expense, to do all work
referred  to in  this  Section  A which  is not  done  by  said  public  utility
corporation and to pay all charges,  if any, of said public utility  corporation
for all work  performed  by it. The new 400 amp  electric  service  junction box
indicated  on the annexed  plan will be installed  when the  additional  400 amp
service is installed.

                   B.  Tenant  agrees  to  be   responsible   for  the  complete
distribution  of electrical  service in the Demised  Premises.  Tenant agrees to
obtain electrical service directly from the public utility corporation supplying
the area in which the Demised Premises are located by contracting  directly with
such  public  utility  corporation.  Tenant  agrees to pay such  public  utility
corporation  for all  electricity  furnished  to or for the use of Tenant in the
Demised  Premises  including  air  conditioning  therefor.  Tenant  agrees  that
Tenant's use of electrical  energy in or for the Demised  Premises  shall not at
any  time  exceed  the  capacity  for  any  of the  feeders,  risers  or  wiring
installations,  in or  otherwise  serving  the Demised  Premises.  If either the
quantity or character of  electrical  service is changed by said public  utility
corporation or is no longer available or suitable for Tenant's requirements,  no
such change,  unavailability  or  unsuitability  shall  constitute  an actual or
constructive eviction in whole or in part, or entitle Tenant to any abatement or
diminution  of rent or relieve  Tenant  from any of its  obligations  under this
lease or  impose  any  liability  upon  Landlord,  or its  agents,  by reason of
inconvenience  or annoyance to Tenant,  or injury to or interruption of Tenant's
business or otherwise.

               47.  Permission  is  hereby  given to  Tenant  to enter  into the
Demised  Premises  at any time  prior to the  commencement  of the term  hereof.
Tenant covenants and agrees illegible


<PAGE>

               48.  Tenant shall be  responsible  at Tenant's own cost,  for the
removal of refuse and rubbish  from the Demised  Premises at regular  intervals,
which removal shall be subject to such rules and  regulations  as, in Landlord's
judgment,  are necessary for the proper operation of the Building.  Tenant shall
employ the person or persons or  corporation  approved by  Landlord  for rubbish
removal, which approval shall not be unreasonably  withheld.  Tenant also agrees
to keep the Demised Premises in a clean condition to the reasonable satisfaction
of Landlord.

               49.  A.  Commencing  on  January  1,  1975,  or on the date  when
Landlord shall deliver possession thereof to Tenant, whichever of said two dates
shall later  occur,  such later date being  herein  referred  to as  "Possession
Date",  the Demised  Premises  shall  include the portion of the cellar  (Cellar
Space) as outlined  in red on the annexed  cellar  Plan.  By reason  thereof the
parties hereto agree that this Lease shall,  on the  Possession  Date, be deemed
amended in the following respects:

                   (i) The Demised  Premises shall include said Cellar Space and
whenever the term "Demised  Premises" or  "premises" or words of similar  import
are used herein, the same shall apply to the premises  originally demised herein
and the Cellar Space.

                   (ii)  The  annual  Fixed  Rent  shall be  increased  from One
Hundred  Fifty-Five  Thousand  Three  Hundred  Twelve and  00/100  ($155,312.00)
Dollars to One Hundred  Eighty-Nine  Thousand  Three  Hundred  Twelve and 00/100
($189,312.00)  Dollars,  and if the Possession  Date shall occur on a date other
than the first day of a calendar  month then the  increase in the Fixed Rent for
such  calendar  month  shall be duly  apportioned  for that  part of such  month
following the  Possession  Date and the pro rata share of such increase shall be
paid by Tenant to Landlord on the first day of the  calendar  month next ensuing
the month in which the Possession Date shall occur.

                   (iii) The term "Tenant's  Share" appearing in subdivision (d)
of Article 38A shall be increased from "31%" to "39%", and if the Effective Date
shall  occur on a date other than  January  1st of the year 1975,  the amount of
increase  or  decrease in Fixed Rent  payable  under  Article 38A for the Cellar
Space for the portion of the year 1975 following such Possession  Date, shall be
duly  apportioned  for  that  part  of the  calendar  year  1975  following  the
Possession Date.


<PAGE>

                   B. Landlord represents that the entire cellar of the easterly
portion of the  Building,  of which the Cellar Space is a part, is leased to LCA
Corporation under a lease (LCA Lease), the term of which expires on December 31,
1974.  If said Tenant shall not vacate from the Cellar Space  demised  herein by
said date, Landlord shall promptly institute an appropriate  eviction proceeding
against said Tenant and shall prosecute the same with  reasonable  diligence and
in that event Landlord shall not be subject to any liability for failure to give
possession of the Cellar Space on January 1, 1975 and the validity of this lease
shall not be impaired by reason thereof,  and tenant waives any right to rescind
this lease under  Section  224-a of the New Your Real  Property Law by reason of
Landlord's  failure to deliver possession of the Cellar Space on said January 1,
1975,  except that if the  Possession  Date shall  occur  after July 1st,  1975,
Landlord shall pay to Tenant,  as a penalty for Landlord's  failure,  the sum of
$500.  for each day elapsing  between July 1st,  1975 and the  Possession  Date,
which sum may be deducted by Tenant from the Fixed Rent  payable  hereunder  for
said period.

                   C. Landlord agrees, to perform work and make installations in
the Cellar  Space as  indicated on Schedule A for the Cellar Space and that such
work shall be  substantially  completed  on the  Possession  Date.  In  addition
Landlord shall install a separate  electric meter to measure  electrical  energy
furnished to the Cellar Space or shall make or cause to be made such alterations
so  that  such  electrical  energy  shall  be  hooked  up to the  then  existing
electrical  meter  measuring  consumption  for the  first  floor  and  mezzanine
portions of the Demised Premises.  Tenant shall, however, pay for all electrical
energy furnished to the Demised Premises, including the Cellar Space.

               50. Tenant shall have the right to use the freight  elevator when
the Cellar Space is included in the Demised Premises,  the railroad siding,  and
platform  adjoining the railroad siding, in common with the use thereof by other
tenants and  occupants of the  Building,  subject to such  reasonable  rules and
regulations as Landlord shall prescribe for the orderly use of such  facilities.
The use in common by other tenants and occupants of the railroad  platform shall
be  limited  to a  portion  thereof  as shall  equal in length  the  length of a
railroad car to permit such other  tenants and  occupants to make  deliveries to
and from such railroad  cars. In addition,  Tenant shall have the right to cover
all portions of said  railroad  platform,  provided  that the  installation  and
maintenance  of such cover  complies  with all legal  requirements  and does not
interfere  with the use thereof by other  tenants and occupants of the building.
The privilege to use said railroad  siding shall not be deemed  appurtenance  to
the Demised Premises and Tenant agrees that Landlord shall in no event be liable
for any matter or thing in connection with the use, failure of use, or inability
of use or manner of use thereof by Tenant.  It is agree that Landlord  shall not
be obligated to furnish any employees to operate said service  elevator the same
shall be operated by employees of Tenant, reasonably satisfactory to Landlord.


<PAGE>

               51. Tenant shall use and occupy the Demised Premises as follows:

               (a)  The   first   floor  and   cellar   portions   thereof   for
                    manufacturing of sporting, athletic and recreation equipment
                    and  products,  related and similar  equipment and products,
                    and the warehousing thereof; and

               (b)  The mezzanine portion thereof for offices and allied uses in
                    connection  with the purposes set forth in  subdivision  (a)
                    hereof,

and for no other purpose.

               52. Supplementing the provisions of Article 3 hereof it is agreed
that  Landlord  will not  unreasonably  withhold  or delay its consent to Tenant
making  non-structural  interior  alterations to Demised Premises  provided that
such  alterations  shall otherwise be made in conformity with and subject to the
provisions of this lease, including but not limited to Article 3 hereof.

               53. Supplementing the provisions of Article 4 hereof it is agreed
that:

               (a)  the word "ten"  appearing on the 18th line thereof is hereby
                    amended to read "twenty"; and

               (b)  the  following  words are deemed  inserted at the end of the
                    next to the last sentence of said Article:

                    "unless the same are not being  performed  by Landlord  with
                    reasonable diligence".

               54. Supplementing the provisions of Article 7 hereof:

               (a)  Landlord  represents  that  there are no  underlying  leases
                    covering  the  Building;  and that  the  only  fee  mortgage
                    covering the Real Property is the mortgage  dated August 17,
                    1955 made by Providence Produce Warehouse  Company,  Inc. to
                    Equitable  Life  Assurance  Society  of the  United  States,
                    originally given to secure  $1,350,000 and recorded in Liber
                    3072 Mp. 383; and

               (b)  Notwithstanding anything contained in Article 7 hereof, this
                    lease  shall  be  subject  and  subordinate  to  all  future

<PAGE>

                    mortgages  covering the Real  Property and to all  renewals,
                    modifications,  consolidations,  replacements and extensions
                    thereof,  provided that in each case the same be made with a
                    bank,   savings  bank,  trust  company,   savings  and  loan
                    association,   insurance  company,  real  estate  investment
                    trust,  educational  institution,   a  pension,  welfare  or
                    retirement fund or system,  an eleemosynary  institution,  a
                    governmental  investment  board,  or any other like  lending
                    institution.

               55. Supplementing the provisions of Article 8 hereof it is agreed
that the words "in good faith" are inserted on the eleventh  line thereof  after
the word "are".

               56. A. Landlord shall attempt to obtain and maintain,  throughout
the Demised Term, in Landlord's fire insurance  policies  covering the Building,
provisions to the effect that such policies shall not be invalidated  should the
insured waive, in writing, prior to a loss, any or all right of recovery against
any party for loss  occurring  to the  Building.  In the event  that at any time
Landlord's  fire insurance  carriers  shall exact an additional  premium for the
inclusion  of such or similar  provisions,  Landlord  shall give  Tenant  notice
thereof.  In such event, if Tenant agrees, in writing, to reimburse Landlord for
such  additional  premium for the remainder of the Demised Term,  Landlord shall
require the inclusion of such or similar provisions by Landlord's fire insurance
carriers.  As long as such or similar provisions are included in Landlord's fire
insurance  policies then in force,  Landlord hereby waives (i) any obligation on
the part of Tenant to make  repairs  to the  Demised  Premises  necessitated  or
occasioned  by fire or  other  casualty  which is an  insured  risk  under  such
policies,  and (ii) any right of recovery  against  Tenant,  any other permitted
occupant of the Demised Premises, and any of their servants,  employees,  agents
or  contractors,  for any loss  occasioned by fire or other casualty which is an
insured risk under such  policies.  In the event that any time  Landlord's  fire
insurance  carriers  shall not include such or similar  provisions in Landlord's
fire insurance  policies,  the waivers et forth in the foregoing sentence shall,
upon  notice  given by Landlord  to Tenant,  be deemed of not  further  force or
effect.

                   B. Tenant shall  attempt to obtain and  maintain,  throughout
the Demised Term, in Tenant's fire insurance policies covering Tenant's property
in the Demised Premises, and Tenant's use and occupancy of the Demised Premises,
and/or Tenant's  profits (and shall cause any other  permitted  occupants of the
Demised  Premises  to  attempt  to obtain and  maintain,  in similar  policies),
provisions to the effect that such policies shall not be invalidated  should the
insured waive, in writing,  prior to a loss, any or all right of re-illegible



<PAGE>

casualty which is an insured risk under such policies.  In the event that at any
time the fire insurance carriers issuing such policies shall exact an additional
premium  for the  inclusion  of such or similar  provisions,  Tenant  shall give
Landlord  notice  thereof.  In such event, if Landlord  agrees,  in writing,  to
reimburse Tenant or any person claiming through or under Tenant, as the case may
be, for such  additional  premium for the remainder of the Demised Term,  Tenant
shall require the inclusion of such or similar provisions by such fire insurance
carriers.  As long as such or  similar  provisions  are  included  in such  fire
insurance policies then in force,  Tenant hereby waives (and agrees to cause any
other  permitted  occupants  of the  Demised  Premises to execute and deliver to
Landlord written  instruments  waiving) any right of recovery against  Landlord,
any other  tenants or occupants of the Building,  and any  servants,  employees,
agents or  contractors  of Landlord,  or of any such other tenants or occupants,
for any loss occasioned by fire or other casualty which is an insured risk under
such policies.  In the event that at any time such fire insurance carriers shall
not include such or similar  provisions in any such fire insurance  policy,  the
waiver set forth in the foregoing  sentence shall,  upon notice given by Tenant,
to Landlord, be deemed of no further force or effect with respect to any insured
risks under such policy from and after the giving of such notice.

                   57.  Supplementing  the provisions of Article 13 hereof it is
agreed  that the  following  words are  deemed  inserted  at the end of the last
sentence of said Article:

                        "provided  that the  change  and/or  location  of public
                        entrances,   doors,  doorways,   corridors,   elevators,
                        stairs, toilets or other public parts of the building do
                        not unreasonably interference with access to the Demised
                        Premises.

               58.  Supplementing  the provisions of Article 15 hereof  Landlord
agrees that the existing  temporary  certificate of occupancy will be amended to
permit the Demised  Premises to be used in  accordance  with the  provisions  of
Article 51 hereof.

               59.  Supplementing  the  provisions  of  Article  17 hereof it is
agreed that wherever the words "five (5)" appear therein the same are amended to
read "fifteen (15)").

               60.  Supplementing  the  provisions  of  Article  19 hereof it is
agreed that:

               (a)  The  following  words are inserted on the fifth line thereof
                    after the word "may".
<PAGE>

                    "after  fifteen  (15) days  written  notice by  Landlord  to
                    Tenant, or without notice in the event of an emergency";

               (b)  The words  "attorneys'  fees"  appearing  in  Article 19 are
                    amended to read "reasonable attorneys' fees".

               61. Any bills, statements,  notices,  demands,  requests or other
communications given or required to be given under this Lease shall be effective
only if rendered or given in  writing,  sent by  registered  or  certified  mail
(return receipt  requested  optional)  addressed (a) to Tenant,  (i) at Tenant's
address set forth in this Lease if mailed prior to Tenant's taking possession of
the Demised  Premises,  or (ii) at the Building if mailed subsequent to Tenant's
taking possession of the Demised Premises, or (iii) at any place where Tenant or
any agent or  employee of Tenant may be found if mailed  subsequent  to Tenant's
vacating, deserting,  abandoning or surrendering the Demised Premises, or (b) to
Landlord at Suite 1600,  250 Park Avenue,  New York,  10017 or (c)  addressed to
such other address as either Landlord or Tenant may designate as its new address
for such purpose by notice given to the other in accordance  with the provisions
of this Article.  Any such bill,  statement,  notice,  demand,  request or other
communication shall be deemed to have been rendered or given on the date when it
shall have been mailed as provided in this Article.

               62.  Supplementing  the  provisions  of  Article  28 hereof it is
agreed that:

               (a)  Tenant  agrees to pay to Landlord  Five ($5.00)  Dollars per
                    month,  in  advance on the first day of each month for water
                    consumed  by the  present  air  conditioning  equipment  now
                    serving the  mezzanine  portion of the Demised  Premises for
                    operation  of such air  conditioning  equipment  on business
                    days and on Saturdays  during the hours set forth in Article
                    30 hereof  respectively  for such days. In addition,  Tenant
                    shall  pay  for  water  consumed  by said  air  conditioning
                    equipment and sewer charges imposed in connection  therewith
                    for  operation  of said air  conditioning  equipment  at all
                    other times ("after  business  hours") as and when bills and
                    are rendered therefor, but in no event shall such additional
                    charge  exceed  Fifteen  ($15.00) per month.  If no separate
                    meter shall measure such after business  hours  consumption,
                    and the  parties  shall not agree on the  amount  payable by
                    each of the parties for  operation of such air  conditioning
                    equipment,  such dispute shall be determined by  arbitration
                    in the City of New York in  accordance  with the  rules  and
                    regulations of the American Arbitration illegible
<PAGE>

               (b)  The Term "meter" as used in said Article 28 shall be amended
                    to read "meters" as Landlord  shall at  Landlord's  expense,
                    install a meter or meters to measure water used by the water
                    tower which is utilized in  connection  with the present air
                    conditioning in the mezzanine.

               63.  Supplementing  the  provisions  of  Article  30 hereof it is
agreed that:

               (a)  Landlord will supply heat to the Demised  Premises for hours
                    other than those  provided for in  subdivisions  (b) of said
                    Article ("after business hours"), it being agreed,  however,
                    that Tenant shall reimburse  Landlord,  as additional  rent,
                    for any  additional  expense  incurred by  Landlord  for the
                    employment  of any  personnel  if  required,  for such after
                    business hours heating  service,  such additional rent shall
                    be paid by Tenant as and when bills are  rendered  therefor.
                    The obligations of Landlord  hereunder are subject to all of
                    the other  provisions  of this  lease  including  Article 26
                    hereof.  If any personnel are to be employed by Landlord for
                    such after  business  hours  heating,  Tenant shall have the
                    right to use Tenant's  employees  for such purpose  provided
                    they are approved by Landlord,  which  approval shall not be
                    unreasonably withheld.

               64.  Supplementing  the  provisions  of  Article  35 hereof it is
agreed that the words  "Chairman  of the Board of  Directors  of the  Management
Division of the Real Estate Board of New York Inc., or to such impartial  person
or persons as he may designate" are deemed amended to read "American Arbitration
Association."

               65.  If there  now is or shall be  installed  in the  Building  a
"sprinkler system", and such system or any of its appliances shall be damaged or
injured  or not in proper  working  order by reason  of any act or  omission  of
Tenant,  Tenant's agents,  servants,  employees,  licensees or visitors,  Tenant
shall forthwith  restore the same to good working  condition at its own expense;
and if the New York Board of Fire  Underwriters  or the New York Fire  Insurance
Exchange or any bureau,  department or official of the State or City Government,
require or recommend that any changes,  modifications,  alterations,  additional
sprinkler  heads or other  equipment  be made or  supplied by reason of Tenant's
business,  or the location of partitions,  trade fixtures,  or other contents of
the  Demised  Premises,  or if any  such  changes,  modifications,  alterations,
additional  sprinkler heads or other equipment,  become necessary to prevent the
imposition  of a penalty or charge  against the


<PAGE>

full  allowance for a sprinkler  system in the fire  insurance  rate as fixed by
said  Exchange,  or by any Fire  Insurance  Company,  Tenant shall,  at Tenant's
expense,  promptly  make and supply such  changes,  modifications,  alterations,
additional sprinkler heads or other equipment.

               66.  Tenant  shall  have the  exclusive  use for  parking on that
portion of the land owned by  Landlord  on the  easterly  side of the  Building,
which lies  southerly  of the existing  retaining  wall.  Tenant  agrees that in
connection  with such use, Tenant shall not, nor shall it permit any of Tenant's
employees, agents, servants,  contractors,  visitors or licensees, in using such
parking  area,  to block or  interfere  in any manner with ingress to and egress
from the cellar loading docks.  Landlord agrees at Landlord's  expense initially
to repair and blacktop such parking area.  Thereafter Tenant agrees, at Tenant's
expense,  to maintain such parking area in a clean condition free from snow, ice
and  rubbish  and in no event  shall  Landlord or Tenant be required to make any
repairs thereto to keep the same in good order and condition.  The exclusive use
of such parking area by Tenant as herein provided is subject to such rights,  if
any, which the tenant and occupants may now have under said LCA Lease.  Landlord
represents that the LCA Lease does not contain any express provision granting to
the Tenant thereof the right to use such parking area.

               67. At the time when the Cellar  Space  shall  become part of the
Demised Premises under the provisions of Article 49 hereof the elevator shall be
in proper operating  condition.  Landlord agrees to keep such elevator in proper
operating  condition  during the  balance of the term  hereof  unless any repair
thereto shall be necessitated or occasioned by the acts, omissions or negligence
of  Tenant  or any  person  claiming  through  or under  Tenant  or any of their
servants, employees,  contractors,  agents, visitors or licensees, or by the use
or manner of use of such elevator.

               68.  Landlord  agrees  that other  tenants  of the  Cellar  Space
beneath the first floor portion of the Demised  Premises shall have the right to
erect signs only on the  exterior of the  Building  below the ceiling  height of
such  cellar,  such signs shall not in the  aggregate  total more than 50 square
feet in size and no one shall be more than 25 square feet in size.

               69.  Landlord  agrees  to  maintain  the  heating,   present  air
conditioning equipment and loading dock in proper operating condition unless any
repair  thereto shall be  necessitated  or occasioned by the acts,  omissions or
negligence of Tenant or any person claiming  through or under Tenant,  or any of
their servants, employees, contractors, agents, visitors or licensees, or by the
use or manner of use of such equipment or dock.  Tenant agrees in using such air
conditioning  equipment to abide by such  reasonable  rules and  regulations  as
Landlord shall  prescribe for the proper  functioning and protection of such air
conditioning equipment.
<PAGE>

               70. On the commencement of the term hereof,

                   (i)  all doors shall be in good working order and

                   (ii) Landlord  shall have removed the fence which now crosses
                        the railroad siding.

               71. On the  commencement of the term hereof the Demised  Premises
shall be broom clean except for

                   (a) any work then being done by or for Tenant or any  rubbish
or other matter brought into the Demised Premises by or for Tenant and

                   (b) any work then being done by or for Landlord therein.

               72.  A. As long as  Tenant  is not in  default  under  any of the
terms,  covenants or conditions of this Lease on Tenant's part to be observed or
performed, Landlord agrees not unreasonably to withhold Landlord's prior consent
to sublettings by Tenant of the entire Demised Premises,  or the Cellar Space as
an  entirety,  or other parts of the Demised  Premises to not more than four (4)
subtenants  in the  aggregate.  Each  such  subletting  shall  be for  undivided
occupancy of that part of the Demised  Premises  affected  thereby,  for any use
which  may be  lawfully  made  of the  portion  or all of the  Demised  Premises
proposed  to be so  sublet,  and at no time  shall  there be more  than four (4)
occupants,  including Tenant, in the Demised Premises. At least thirty (30) days
prior to any prior to any proposed subletting, Tenant shall submit to Landlord a
statement  containing the name and address of the proposed  subtenant and all of
the principal terms and conditions of the proposed subletting including, but not
limited to, the  proposed  commencement  date of the term  thereof,  and the net
worth of the proposed  subtenant as evidenced by the  financial  statement as of
the end of its last preceding  fiscal year  certified by an  independent  public
accountant in accordance with generally accepted accounting practices.  Landlord
may, however,  withhold such consent if, in Landlord's reasonable judgment,  the
occupancy of the proposed  subtenant will tend to impose any  additional  burden
upon Landlord in the operation of the Building or shall  unreasonably  interfere
with the use or  enjoyment  of any part of the  Building by any other  tenant or
occupant or the proposed  subtenant's  net worth, as evidenced by such financial
statement and any relevant additional information furnished is unsatisfactory in
the light of the obligations  assumed in the proposed sublease.  In the event of
any dispute between Landlord and Tenant as to the  reasonableness  of Landlord's
refusal  to consent to any  subletting,  such  dispute  shall be  determined  by
arbitration in the City of New York in accordance with the rules and regulations
then obtaining of the American  Arbitration  Association  or its successor.  Any
such determination shall be final and binding upon the parties, whether or not a



<PAGE>

judgment  shall be entered  into any  court.  If the  determination  of any such
arbitration shall be adverse to Landlord, Landlord,  nevertheless,  shall not be
liable to  Tenant  for a breach  of  Landlord's  covenant  not  unreasonably  to
withhold such consent,  and Tenant's sole remedy in such event shall be to enter
into the proposed  subletting.  Notwithstanding the foregoing provisions of this
Section,  (a) in the event Tenant proposes to sublet all or substantially all of
the Demised Premises, Landlord, at Landlord's option, may give to Tenant, within
thirty (30) days after the  submission  by Tenant to  Landlord of the  statement
required  to  be  submitted  in  connection  with  such  subletting,   a  notice
terminating  this Lease on the date  (referred  to as the  "Earlier  Termination
Date")  immediately  prior to the proposed  commencement date of the term of the
proposed  subletting,  as set forth in such  statement,  and,  in the event such
notice is given, this Lease and the Demised Term shall come to an end and expire
on the Earlier  Termination Date with the same effect as if it were the original
Expiration  Date of the term hereof,  the Fixed Rent shall be  apportioned as of
said  Earlier  Termination  Date and any  prepaid  portion of Fixed Rent for any
period  after such date shall be refunded  by Landlord to Tenant;  or (b) in the
event Tenant  proposes to sublet any portion of the Demised  Premises for a term
which,  inclusive of any renewal terms, is for all or  substantially  all of the
remainder of the Demised  Term,  Landlord,  at  Landlord's  option,  may give to
Tenant,  within  thirty (30) days after the  submission by Tenant to Landlord of
the  statement  required  to be  submitted  in  connection  with  such  proposed
subletting,  a notice electing to eliminate such portion of the Demised Premises
(said  portion  is  referred  to as the  "Eliminated  Space")  from the  Demised
Premises on the date (referred to as the "Elimination  Date")  immediately prior
to the proposed commencement date of the term of the proposed subletting, as set
forth  in  such  statement,  and in the  event  such  notice  is  given  (i) the
Eliminated  Space  shall  be  eliminated  from  the  Demised  Premises  on  said
Elimination  Date; (ii) Tenant shall surrender the Eliminated  Space to Landlord
on or  prior  to said  Elimination  Date in the  same  manner  as if it were the
Expiration  Date;  (iii) if the Eliminated  Space shall  constitute less than an
entire floor,  Landlord, at Landlord's expense, shall have the right to make any
alterations and  installations in the Demised Premises  required,  in Landlord's
judgment,  reasonably  exercised,  to make the Eliminated Space a self-contained
rental unit with access  through  corridors  to the  elevators  and core toilets
serving the Eliminated Space, and if the Demised Premises shall contain any core
toilets or any corridors  (including any corridors proposed to be constructed by
Landlord  pursuant  to  this  subdivision   (iii))  providing  access  from  the
Eliminated Space to the core area,  Landlord and any tenant or other occupant of
the  Eliminated  Space shall have the right to use such toilets and corridors in
common with Tenant and any other  permitted  occupants of the Demised  Premises;
(iv) from and after said  Elimination  Date,  the Fixed Rent, the Tenant's Share
(as defined in Article 38),  shall each be reduced in the  proportion  which the
area of the  Eliminated  Space bears to the total area of the  Demised  Premises
immediately  prior  to
<PAGE>

the effective date of such  elimination  (including an equitable  portion of the
area of any corridors  referred to in subdivision (iii) of this sentence as part
of t he  area  of the  Eliminated  Space  for  the  purpose  of  computing  such
reduction), and any prepaid portion of Fixed Rent for any period after such Date
allocable to the Eliminated  Space shall be refunded by Landlord to Tenant;  and
(v) there shall be an equitable apportionment of any increase or decrease in the
Fixed Rent  pursuant to Article 38 for the  Escalation  Year (as defined in said
Article  38) in which said  Elimination  Date  shall  occur.  At the  request of
Landlord,  Tenant shall execute and deliver an instrument,  in form satisfactory
to Landlord,  setting forth any  modifications  to this Lease resulting from any
such  elimination;  however,  neither  Landlord's  failure to  request  any such
instrument  nor  Tenant's  failure to execute or deliver such  instrument  shall
vitiate the effect of the foregoing provisions of this Article.

                   B. No such  subletting  shall  in any  circumstances  relieve
Tenant of its obligations  fully to observe and perform the terms and provisions
of this lease on Tenant's part to be observed or performed.

               73. Landlord does hereby grant to Tenant the right, privilege and
option to extend this lease for one  renewal  term of ten (10) years upon notice
in writing to Landlord of Tenant's  intention to exercise said option,  given on
or prior to April 30, 1981.

                   The Fixed Rent payable  during said renewal term shall be the
annual Fixed Rent payable at the time of  expiration  of the initial term hereof
plus a cost of living  adjustment  in an amount equal to the same  percentage of
said annual Fixed Rent as the  percentage by which "The Consumer Price Index for
Urban  Wage  Earners  and  Clerical  Workers"  for  New  York  City,  All  Items
(1967=100),  issued  by the  Bureau of Labor  Statistics  of the  United  States
Department  of Labor for the month of April 1984,  shall be increased  above the
Base Price Index.

The Base Price Index as used herein  shall mean such price index  issued for the
month of April 1974. In no event, however, may the annual Fixed Rent payable for
the renewal  term be less than the annual  Fixed Rent payable at the time of the
expiration of the initial hereof. Promptly after the amount of annual Fixed Rent
for the renewal  term shall be  ascertained,  the  parties  agree to execute and
acknowledge an appropriate agreement setting forth the amount thereof. If at any
time said Price  Index shall no longer be  published  by said  Bureau,  then any
comparable  index issued by said Bureau or similar  agency of the United  States
issuing  similar  indices  shall be used for the foregoing  purposes,  the same,
however, to be appropriate adjusted in order to give effect to the intent of the
foregoing  provisions.  If the parties are unable to agree with  respect to such
comparable  index,  the matter shall be submitted to  arbitration  in accordance
with the  rules and  regulations  then  obtaining  of the  American  Arbitration
Association  in the City of New York.  The renewal term shall be upon all of the
terms and


<PAGE>

provisions  of this lease except for the payment of Fixed Rent which shall be as
hereinbefore  provided  and  further  except (i) that there  shall be no further
renewal term and (ii)  Landlord  shall not be  obligated  to perform  Landlord's
Initial Installations or any other work which Landlord is initially obligated to
perform prior to or promptly after the commencement of the initial term hereof.

               74. A. If at any time  during  the  first  seven (7) years of the
initial  term  hereof,  or, if this  lease be  renewed,  at any time  during the
balance of the initial term and during the first seven (7) years of such renewal
term, Landlord shall desire to lease any portion (Option Space) of the remaining
cellar space in the easterly part of the Building  (that is the part not demised
herein and lying beneath the first floor portion of the Demised  Premises),  and
provided  Tenant  shall not at such time be in  default  in the  performance  or
observance  of any of the  provisions of this Lease on the part of the Tenant to
be  performed  or  observed,  and Tenant  shall not at such time have sublet any
portion of the Demised Premises, Landlord agrees before leasing the Option Space
to any other tenant,  to advise Tenant of the space proposed to be leased and of
the Fixed Rent which  Landlord  proposes to charge for such space.  Tenant shall
have the option to be  exercised  by giving  written  notice to Landlord  within
fifteen  (15)  business  days  after the  service of  Landlord's  aforementioned
notice,  to elect to have the Option  Space  added to the Demised  Premises.  If
Tenant shall so exercise  such  option,  Landlord and Tenant shall enter into an
appropriate  amendment  of this Lease,  within ten (10) days after  Tenant shall
exercise  such  option,   increasing  the  Fixed  Rent  payable  hereunder,  and
increasing  "Tenant's  Share"  set forth in  Article  38 hereof to  reflect  the
addition of such space. If Tenant shall fail to exercise such option within such
fifteen (15) day period,  Landlord shall,  for a period of one year  thereafter,
have the right to lease such space to any other tenant at no less than the Fixed
Rent set forth in Landlord's aforementioned notice to Tenant.

                   B. If  Landlord  shall  fail to lease such space to any other
tenant  within such one year period at the Fixed Rent provided for in Landlord's
notice;  then before  Landlord  shall  thereafter  lease such space to any other
tenant,  the  provisions  of  Section A of this  Article  shall be in force with
respect to leasing such space unless the  unexpired  portion of the initial term
shall be less than three (3) years,  or if this lease be renewed,  the unexpired
portion of the renewal term shall be less than three (3) years.

                   C. During such time as Tenant shall be  occupying  the entire
first  floor,  mezzanine,  and  entire  cellar of the  easterly  portion  of the
Building,  i.e. the entire Building  exclusive of the westerly  portion thereof,
which is now occupied by the City of New York, Landlord agrees that the easterly
portion of the Building may be designated as the "Everlast" Building.


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                                   SCHEDULE A
                                   ----------

                        Landlord's Initial Installations
                        --------------------------------

A.  MEZZANINE
    ---------

         1.    Paint walls and ceiling of mezzanine  (including  all  hallways),
               including acoustic ceiling portions, single coat, standard color.

         2.    Patch acoustic ceiling portions as necessary.

         3.    Rearrange existing interior partitions in accordance with plan to
               be  furnished  by  Tenant  within  thirty  (30)  days.  If not so
               furnished, then Landlord shall not be obligated to do such work.

         4.    Install vinyl asbestos tile flooring, 12 inch x 12 inch, 1/8 inch
               thick, kentile or equal, #611 Avanti, in Salerno cream color.

         5.    Clean exterior windows.

B.  FIRST FLOOR
    -----------

         1.    Install  toilets in accordance with demising Plan annexed to this
               lease.   Additional  water  closets  and  water  basins  will  be
               installed by  Landlord,  if required by  applicable  governmental
               codes having jurisdiction, to accommodate 120 female and 110 male
               employees.

         2.    Remove  wall  designated  Section A on  annexed  plan and  raised
               flooring in accordance with annexed plan.

         3.    Paint walls, single coat, standard color.

         4.    Repair all roof leaks.

         5.    Clean exterior windows on south side of building.

         6.    Smooth  surface  of floor at area  between  bays A, B, C and D as
               indicated on annexed plan.


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         7.    Install separate light switches to toilet rooms.

         8.    Remove showers in toilets.

         9.    Provide all exits as required by law for a maximum of 240 persons
               in occupancy of first floor.

         10.   Install two additional  steps from loading dock to first floor at
               places where indicated on Demising Plan.

C.  CELLAR SPACE
    ------------

         1.    Install  toilets in accordance with demising Plan annexed to this
               lease.   Additional  water  closets  and  water  basins  will  be
               installed by  Landlord,  if required by  applicable  governmental
               code having  jurisdiction,  to  accommodate 30 female and 30 male
               employees.

         2.    Install demising wall in accordance with demising Plan annexed to
               this lease.

         3.    Paint walls, single coat, standard color.

         4.    Cut hole in floor  separating  first floor and cellar at location
               as indicated on demising Plan.

         5.    Install double doors,  12 feet high, by 10 feet wide in aggregate
               at place indicated on demising Plan.

GENERAL
-------

         1.    All lighting fixtures to be in proper working order.

         2.    Elevator  will be  stationed  at first floor until  Cellar  Space
               added to Demised Premises.

         3.    Install new locks on all entrances and exits to Demised  Premises
               and supply six sets of keys to Tenant.

         4.    Installation of additional heating and ventilating equipment that
               may be required by governmental  authorities having jurisdiction,
               for lawful  occupancy  of premises  will be  completed by October
               15th,  1974.  Inside  temperature  will be  68(0)F  when  outside
               temperature is 0(0)F. All heating units,  except radiators,  will
               be individually controlled by thermostat.
<PAGE>

D.  NOTES
    -----

         1.    Landlord's  Initial   Installations  shall  constitute  a  single
               nonrecurring  obligation  on the part of  Landlord.  In the event
               this Lease is renewed or extended for a further term by agreement
               or operation of law, Landlord's  obligation to perform Landlord's
               Work shall not apply to any such renewal or extension.

         2.    Landlord's   Initial   Installation   under  A  and  B  shall  be
               substantially  completed prior to the commencement of the demised
               term. At any time after such substantial completion, Landlord may
               enter the  Demised  Premises to  complete  unfinished  details of
               Landlord's  Work,  and entry by Landlord,  its agents,  servants,
               employees or contractors for such purpose shall not constitute an
               actual or constructive  eviction, in whole or in part, or entitle
               Tenant to any abatement or  diminution of rent or relieve  Tenant
               from any of its  obligations  under  this  Lease,  or impose  any
               liability upon Landlord or its agents by reason of  inconvenience
               or annoyance to Tenant,  or injury to or interruption of Tenant's
               business or otherwise.