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New York-New York-720-780 East 132nd Street Lease Renewal and Modification Agreement - 780 East 132 Street Co. and Everlast World's Boxing Headquarters Corp.

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                    LEASE RENEWAL AND MODIFICATION AGREEMENT

                  AGREEMENT made as of the 30th day of April,  1994, between 780
EAST 132 STREET COMPANY,  a New York general  partnership,  having an office c/o
Benenson  Realty  Company,  780 Third  Avenue,  New York,  New York, as Landlord
(referred to herein as  "Landlord"),  and EVERLAST  WORLD'S BOXING  HEADQUARTERS
CORPORATION,  a New York  corporation  having a office at 720 East 132nd Street,
Bronx, New York (referred to herein as "Tenant").

                              W I T N E S S E T H :

                  WHEREAS;

                  1. Under date of January 28, 1974 Landlord, and Tenant entered
into a lease  affecting a portion of the main floor and basement in the building
known as 720-780  East  132nd  Street,  Borough of the Bronx,  City of New York,
(said  lease as  modified  by various  written  agreements,  including,  without
limitation,  agreements dated as of February 22, 1974, March 14, 1974, April 14,
1974 and January 1, 1983 is referred to as the "Lease" and the premises  demised
therein, together with all appurtenances,  fixtures, improvements, additions and
other  property  attached  thereto or  installed  therein,  other than  Tenant's
personal  property,  are  referred  to  herein,  collectively,  as the  "Demised
Premises";

                  2.  Landlord  and Tenant now desire to extend the Lease and in
connection with such extension modify the provisions of the Lease.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
contained herein the parties agree as follows:



                                       -1-

<PAGE>


                  FIRST:  Landlord  and Tenant  agree and  acknowledge  that the
terms, covenants and conditions of the Lease are hereby modified as follows:

                           (A) Extension - Second  Renewal Term: The Term of the
Lease  shall be  extended  for the period  (sometimes  referred to herein as the
"Second  Renewal  Term")  beginning  in May 1, 1994 and ending in April 30, 2004
(which date is sometimes  referred to herein as the "Expiration  Date") upon all
of the  executory  terms,  covenants  or  conditions  of this  Lease  except  as
otherwise modified herein:

                           (B) Fixed Rent - Second  Renewal Term: The Fixed Rent
under the Lease (referred to in the Lease and herein as "Fixed Rent") during the
Second Renewal Term shall be as follows:

                  (A)      the sum of THREE HUNDRED  SIXTY-FIVE  THOUSAND FORTY-
                           THREE and 00/100 ($365,043.00)  DOLLARS per annum for
                           the  period  May 1, 1994 to April 30,  1997,  and the
                           monthly  installments  of Fixed Rent for such  period
                           shall each be THIRTY THOUSAND FOUR HUNDRED TWENTY and
                           25/100 ($30,420.25) DOLLARS;

                  (B)      the sum of THREE HUNDRED EIGHTY-THREE THOUSAND FORTY-
                           THREE and 00/100 ($383,043.00)  DOLLARS per annum for
                           the  period  beginning  in May 1, 1997 and  ending on
                           April 30, 2000 and the monthly  installments of Fixed
                           Rent  for  such  period  shall  each  be   THIRTY-ONE
                           THOUSAND NINE HUNDRED TWENTY and 25/100  ($31,920.25)
                           DOLLARS.


                                       -2-

<PAGE>


                  (C)      the  sum of FOUR  HUNDRED  ONE  THOUSAND  FORTY-THREE
                           00/100 ($401,043.00) DOLLARS per annum for the period
                           beginning in May 1, 2000 and ending on the Expiration
                           Date and the monthly  installments  of Fixed Rent for
                           such period shall each be THIRTY-THREE  THOUSAND FOUR
                           HUNDRED TWENTY and 25/100 ($33,420.25) DOLLARS.

                           (C) As of the date hereof the  provisions  of Article
79 of the Lease  (entitled  "Tenant's  Single  Renewal  Option)  shall be deemed
deleted therefrom;

                           (D)  The   provisions  of  Article  38,   Article  77
(entitled  "Escalation  For Area X")1,  and  Article  78 of the Lease  (entitled
"Escalation for 1982  Additional  Space")2 shall not apply to the Second Renewal
Term.

                           (E) The  following  new Article 80  entitled  "Second
Renewal  Term  Escalation"  shall be deemed added to the Lease as of May 1, 1994
and shall apply to the Second Renewal Term:

                                   "ARTICLE 80
                         SECOND RENEWAL TERM ESCALATION

                  Section  80.01.  In the  determination  of any increase in the
         Fixed Rent under the provisions of this Article 80, Landlord and Tenant
         agree that the following terms shall have the following meanings:

                           (A) The term "Tax  Escalation  Year"  shall mean each
         fiscal year  commencing  July 1st and ending on the following June 30th
         which shall  include any part of the Demised Term from and after May 1,
         1994.

                           (B) The Term  "Taxes"  shall be deemed to include all
         real estate taxes and assessments,  special or otherwise,  upon or with
         respect to the Building and plot of Land upon
--------
         1  (included  in the Lease under the  provisions  of the April 14, 1977
            Lease Amendment)

         2  (included in the Lease under the  provisions  of the January 1, 1983
            Lease Amendment)


                                       -3-

<PAGE>


         which the Building stands,  presently  designated as Block 2543, Lot 60
         (which  Building  and plot of Land are  sometimes  referred  to herein,
         collectively,  as the "Real Property")  imposed by the City of New York
         or County of the Bronx or any other taxing authority  without reduction
         for any exemption or  abatement,  provided that the tax assessed by any
         other  taxing  authority  is to  create a new or  additional  source of
         revenue through  taxation of real estate as such. 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 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 purposes of this Article.

                           (C) The term  "Landlord's  Base Tax Liability"  shall
         mean a sum  equal  to  Taxes  paid by  Owner  for the  fiscal  tax year
         beginning on July 1, 1994 and ending on June 30, 1995, which fiscal tax
         year is referred to herein as the "Base Tax Year".

                           (D) The term  "Tenant's  Proportionate  Share"  shall
         mean Forty-Nine and nine tenths (49.9%) percent.

                           (E) The term "Landlord's Tax Statement" shall mean an
         instrument  containing a computation  of any increase in the Fixed Rent
         pursuant to the provisions of Section 80.02(A) of this Article.

                  Section  80.02(A) If Taxes payable in any Tax Escalation  Year
         shall  be  in  such  amount  as  shall  constitute  an  increase  above
         Landlord's  Base  Tax  Liability,  then,  subject  to any  "Tenant  Tax
         Escalation Credit" as determined by the provisions of Subsection (C) of
         this Section 80.02,  the Fixed Rent for such Tax Escalation  Year shall
         be increased by a sum equal to Tenant's Proportionate Share of any such
         increase in Taxes.

                           (B) Unless the  Demised  Term shall  expire on a June
         30th, any increase in the Fixed Rent pursuant to the provisions of said
         Subsection  (A) for the Tax  Escalation  Year in which  the date of the
         expiration of the Demised Term shall occur shall be apportioned in that
         percentage which the number of days in the period from July 1st of such
         Tax Escalation Year to such date of expiration,  both inclusive,  shall
         bear to the total number of days in such Tax Escalation Year.

                           (C)  Provided  that  Tenant is not then in default of
         any of the terms,  covenants or conditions of this Lease on the part of
         Tenant to be observed or performed  beyond any applicable  grace period
         expressly provided for in this Lease for the curing of such default, if
         the Taxes  payable by Landlord  for any Tax  Escalation  Year after the
         Base Tax Year shall be less





                                       -4-

<PAGE>


         than the Landlord's Base Tax Liability,  then3, the amount constituting
         Tenant's  Proportionate  Share of the difference  between the Taxes for
         such Tax  Escalation  Year and Landlord's  Base Tax Liability  shall be
         credited  against  any future  increase in Fixed Rent on account of any
         increases in Taxes (in  accordance  with the provisions of this Article
         80) for any future Tax  Escalation  Year.  The amount of such credit to
         which Tenant shall be entitled under the provisions of this  Subsection
         (C) is referred to herein as "Tenant's Tax Escalation Credit"). Subject
         to the  provisions of the next following  sentence,  the amount of such
         Tenant's  Tax  Escalation  Credit  shall  be  cumulative  for  each Tax
         Escalation  Year  after  the Base Tax Year in which  Taxes  payable  by
         Landlord are less then  Landlord's  Base Tax  Liability.  However,  the
         amount of Tenant's Tax Escalation  Credit may only be used once so that
         if all or portion of  Tenant's  Tax  Escalation  Credit is applied as a
         credit  against any increase in Fixed Rent under the provisions of this
         Article 80 such amount  shall not be used as a further  credit  against
         further Fixed Rent increases and Tenant's Tax  Escalation  Credit shall
         be  appropriately  reduced by the amount so used as a credit.  Tenant's
         Tax Escalation  Credit may only be applied  against  increases in Fixed
         Rent on account of increases in Taxes in accordance with the provisions
         of this Article 80 and shall not be applied or used as a credit against
         the  payment of Fixed Rent or any other sums due and  payable by Tenant
         to  Landlord  under  this  Lease.   In  calculating  any  Tenant's  Tax
         Escalation  Credit under the provisions of this Subsection (C) the term
         Taxes for any Tax Escalation Year shall include Tenant's  Proportionate
         Share of all  costs  and  expenses,  including  counsel  fees,  paid or
         incurred by Landlord in connection with any application,  proceeding or
         action to cause such decrease in Taxes  provided that such counsel fees
         shall  not be in  excess  of one  third  (1/3)  of the  amount  of such
         decrease in Taxes. Examples of the operation of this Subsection (C) and
         the following  Subsection (D) are provided in Schedule A annexed to and
         made a part hereof.

                           (D)  Notwithstanding  the  provisions  of  the  above
         Subsection  (C) to the  contrary,  in the  event  that  (i) in any  Tax
         Escalation  Year  after  the  Base Tax Year  the  Fixed  Rent  shall be
         increased  by reason of an  increase  in Taxes in  accordance  with the
         provisions  of  Section   80.02(A)  and  (ii)  in  any  subsequent  Tax
         Escalation Year (after such increase in Fixed Rent on account of Taxes)
         the Taxes payable by Landlord for such  subsequent Tax Escalation  Year
         shall be less than the Landlord's  Base Tax Liability,  then,  provided
         that  Tenant is not then in default of any of the terms,  covenants  or
         conditions  of this  Lease  on the part of  Tenant  to be  observed  or
         performed beyond any applicable grace period expressly  provided for in
         this Lease for the curing of such default,  Tenant shall be entitled to
         a credit  against the next  accruing  installments  of Fixed Rent in an
         amount equal to Tenant's  Proportionate Share of the difference between
         the Taxes payable by Landlord for such  subsequent Tax Escalation  Year
         and  Landlord's  Base Tax  Liability,  provided that the amount of such
         credit shall not exceed the aggregate amount of the increases



--------
     3   (subject to the provisions of the following subsection (D))


                                       -5-

<PAGE>


         in Fixed  Rent paid by  Tenant  on  account  of  increases  in Taxes by
         operation  of the  provisions  of this  Article 80. The amount to which
         Tenant shall be entitled under the provisions of this Subsection (D) is
         sometimes  referred to herein as  "Tenant's  Tax  Escalation  Refund").
         However,  the amount of Tenant's Tax Escalation Refund may only be used
         once so that if all or portion of  Tenant's  Tax  Escalation  Refund is
         applied as a credit  against the next  accruing  installments  of Fixed
         Rent under the  provisions  of this Article 80 the amount of the credit
         so used shall not be applied as a credit against  further  installments
         of Fixed Rent and Tenant's Tax Escalation Refund shall be appropriately
         reduced  by the  amount  so used as such  credit.  In  calculation  any
         Tenant's Tax Escalation  Credit under the provisions of this Subsection
         (D) the term Taxes for any Tax Escalation  Year shall include  Tenant's
         Proportionate Share of all costs and expenses,  including counsel fees,
         paid or  incurred  by  Landlord  in  connection  with any  application,
         proceeding or action to cause such decrease in Taxes provided that such
         counsel fees shall not be in excess of one third (1/3) of the amount of
         such  decrease  in Taxes.  In the event that  Tenant's  Tax  Escalation
         Refund shall be applied as provided in this Subsection (D) by reason of
         such decrease in Taxes, the provisions of Subsection (C) with regard to
         any Tenant Tax Escalation  Credit shall not be applicable.  Examples of
         the operation of this Subsection (D) and Subsection (C) are provided in
         Schedule A annexed to and made a part hereof.

                  Section 80.03.(A)  Landlord shall render to Tenant,  either in
         accordance with the provisions of Article 27 or by personal delivery at
         the Demised Premises,  an Landlord's Tax Statement with respect to each
         Tax  Escalation  Year,  either  prior to or during such Tax  Escalation
         Year. However, Landlord's failure to render an Landlord's Tax Statement
         with respect to any Tax Escalation Year shall not prejudice  Landlord's
         right to recover any sums due to  Landlord  hereunder  with  respect to
         such Tax Escalation  Year, nor shall it deprive Tenant of any credit to
         which it  otherwise  might be  entitled  for such Tax  Escalation  Year
         pursuant to the provisions of Subsection (D) of this Section 80.03. The
         obligations  of Landlord  and Tenant  under the  provisions  of Section
         80.02 and this Section  80.03 with respect to any increase in the Fixed
         Rent or any credit to which  Tenant may be entitled  shall  survive the
         expiration or any sooner  termination  of the Demised Term.  Within ten
         (10)  days  next  following  rendition  of  the  first  Landlord's  Tax
         Statement  which  shows  an  increase  in the  Fixed  Rent  for any Tax
         Escalation  Year,  Tenant  shall pay to Landlord  one half (1/2) of the
         amount of the increase  shown upon such  Landlord's  Tax  Statement for
         such Tax Escalation Year (minus any monies  previously paid to Landlord
         on account of such increase).  In order to provide for current payments
         on account of (i) the next installment of Taxes payable by Landlord for
         such Tax Escalation Year, if any, and (ii) future  potential  increases
         in the Fixed  Rent  which may be  payable  by  Tenant  pursuant  to the
         provisions of Subsection (A) of Section 80.02 for future Tax Escalation
         Years,  Tenant  shall  (a) pay to  Landlord,  on the  first  day of the
         calendar  month next  following  the rendition of such  Landlord's  Tax
         Statement,  a sum equal to one  twelfth  (1/12) of the  increase in the
         Fixed Rent


                                       -6-

<PAGE>


         shown upon such  Landlord's Tax Statement for such Tax Escalation  Year
         (before any apportionment  pursuant to the provisions of Subsection (B)
         of Section  80.02)  multiplied  by the number of months  which may have
         elapsed between either (x) July 1st of such Tax Escalation Year if such
         Landlord's Tax Statement is rendered between July 1st and December 31st
         of such Tax  Escalation  Year or (y) January 1st of such Tax Escalation
         Year if such  Landlord's Tax Statement is rendered  between January 1st
         and June 30th of such Tax  Escalation  Year and the month in which such
         payment is made, and (b) thereafter pay to Landlord on the first day of
         each month of the Demised  Term (until  rendition  by Landlord of a new
         Landlord's  Tax  Statement) a sum equal to one twelfth  (1/12th) of the
         increase  in the Fixed  Rent  payable  pursuant  to the  provisions  of
         Subsection  (A) of  Section  80.02  for the Tax  Escalation  Year  with
         respect to which Landlord has most recently  rendered an Landlord's Tax
         Statement  (before  any  apportionment  pursuant to the  provisions  of
         Subsection (B) of Section 80.02);  each such monthly  installment shall
         be added to and payable as part of each  monthly  installment  of Fixed
         Rent.

                  (B)  Following  rendition of each  subsequent  Landlord's  Tax
         Statement a  reconciliation  shall be made as follows:  Tenant shall be
         debited with any increase in the Fixed Rent shown upon such  Landlord's
         Tax Statement and credited with the aggregate  amount,  if any, paid by
         Tenant in accordance  with the  provisions  of  Subsection  (A) of this
         Section on  account of  potential  future  increases  in the Fixed Rent
         pursuant to Subsection  80.02(A) which has not previously been credited
         against   increases  in  the  Fixed  Rent  shown  upon  Landlord's  Tax
         Statements.  Tenant shall pay any net debit balance to Landlord  within
         ten  (10)  days  next  following  rendition  by  Landlord,   either  in
         accordance with the provisions of Article 27 or by personal delivery at
         the Demised  Premises of an invoice of such net debit balance;  any net
         credit  balance  shall be applied  as an  adjustment  against  the next
         accruing  monthly   installment  as  provided  in  subdivision  (b)  of
         Subsection (A) of this Section 80.03.

                  (C) Tenant  acknowledges  that under the present law Taxes are
         payable by Landlord (i) with respect to a fiscal year  commencing  July
         1st  and  ending  on the  following  June  30th  and  (ii)  in two  (2)
         installments, in advance, the first of which is payable on July 1st and
         the  second and final  payment  of which is  payable  on the  following
         January 1st.  Tenant  further  acknowledges  that it is the purpose and
         intent  of  this  Section  80.03  to  provide  Landlord  with  Tenant's
         Proportionate  Share of the increase in the Fixed Rent  pursuant to the
         provisions of Subsection (A) of Section 80.02 at or about the time such
         installment of Taxes is required to be paid by Landlord without penalty
         or  interest.  Accordingly,  Tenant  agrees  that if the number of such
         installments,  and/or the time for payment  thereof,  and/or the fiscal
         year used for purposes of Taxes, is changed,  then, (a) at the time any
         such revised  installment  is payable by Landlord,  Tenant shall pay to
         Landlord the amount which shall  provide  Landlord with the increase in
         the  Fixed  Rent  pursuant  to  the  provisions  of  Section   80.02(A)
         applicable to the revised


                                       -7-

<PAGE>


         installment  of Taxes then required to be paid by Landlord and (b) this
         Article shall be appropriately  adjusted to reflect such change and the
         time for payment by Tenant to Landlord of Tenant's  Proportionate Share
         of any  increase  in  Taxes  as  provided  in  this  Article  shall  be
         appropriately  revised so that  Landlord  shall always be provided with
         the  increase  in Fixed Rent for  Tenant's  Proportionate  Share of the
         increase in Taxes prior to the installment of Taxes required to be paid
         by Landlord.

                  (D) (1) If,  as a  result  of any  application  or  proceeding
         brought  by or on behalf of  Landlord,  Landlord's  Base Tax  Liability
         shall be  decreased,  Landlord's  Tax  Statement  next  following  such
         decrease  shall include any  adjustment of Fixed Rent for all prior Tax
         Escalation  Years  reflecting  a debit to Tenant equal to the amount by
         which (a) the  aggregate  Fixed Rent  payable  with respect to all such
         prior Tax Escalation Years (pursuant to the operation of the provisions
         of  Subsection  (A) of  Section  80.02)  based upon such  reduction  of
         Landlord's Base Tax Liability shall exceed (b) the aggregate  increases
         in Fixed Rent  actually  paid by Tenant with  respect to all such prior
         Tax Escalation Years.

                           (2) 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 fiscal tax year  subsequent  to
         the fiscal tax year  commencing July 1st, 1994, and expiring June 30th,
         1995,  there shall be a decrease in Taxes for any Tax  Escalation  Year
         with  respect  to which  Landlord  shall  have  previously  rendered  a
         Landlord's Tax Statement,  Landlord's Tax Statement next following such
         decrease shall include an adjustment of any increases in Fixed Rent for
         such Tax  Escalation  Year  reflecting  a credit to Tenant equal to the
         amount by which (i) the increases in Fixed Rent actually paid by Tenant
         with respect to such Tax Escalation  Year (pursuant to the operation of
         the provisions of Section 80.02) less Tenant's  Proportionate  Share of
         all costs and expenses,  including  counsel  fees,  paid or incurred by
         Landlord in connection  with such  application  or  proceeding4,  shall
         exceed (ii) the  increases  in Fixed Rent  payable with respect to such
         Tax  Escalation  Year  (pursuant to the operation of the  provisions of
         Section 80.02) based upon such reduction of the assessed valuation.

                  Section 80.04.(A) In the event of any dispute between Landlord
         and Tenant  arising out of any  increases in Fixed Rent  provisions  of
         this  Article,  such dispute  may, at the option of either  Landlord or
         Tenant,  be  determined by  arbitration  in New York City 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 judgment
--------
     4   to the extent that such costs and  expenses  are not used to  calculate
         Tenant's Tax  Escalation  Credit in accordance  with the  provisions of
         Section 80.02 C.


                                       -8-

<PAGE>


         shall  be  entered  in  any  court.  Notwithstanding  any  dispute  and
         submission  to  arbitration,  any increase in the Fixed Rent shown upon
         any Landlord's Tax Statement shall be payable by Tenant within the time
         limitation  set forth in this  Article.  If the  determination  in such
         arbitration shall be adverse to Landlord,  any amount paid by Tenant to
         Landlord  in excess of the amount  determined  to be  properly  payable
         shall be credited against the next accruing  installments of Fixed Rent
         due under this Lease. However, if there are no such installments,  such
         amounts  shall be paid by  Landlord  to  Tenant  within  ten (10)  days
         following such determination.

                  (B)  The   obligations   of  Landlord  and  Tenant  under  the
         provisions  of this  Article 80 shall  survive  the  expiration  or any
         sooner  termination  of the Demised  Term.  All sums  payable by Tenant
         under this Article shall be  collectible by Landlord in the same manner
         as Fixed Rent.

                  SECOND: (A) This Agreement embodies and constitutes the entire
understanding  between the parties with respect to the transaction  contemplated
herein.  Unless otherwise stated to the contrary,  all of the capitalized  terms
herein  shall have the same  meaning  attributable  to them in the  Lease.  This
Agreement may not be modified,  amended or terminated  and Tenant's  obligations
hereunder shall in no way be discharged,  except by written instrument  executed
by the parties  hereto.  This  Agreement  shall be governed by and  construed in
accordance  with the laws of the State of New York.  This Agreement shall not be
binding or effective  until this Agreement is executed and delivered by Landlord
and Tenant and this Agreement may be executed in several  counterparts,  each of
which shall  constitute an original,  but all of which together shall constitute
one and the same instrument.

                  (B) Landlord and Tenant mutually  represent and warrant to the
other than they had no dealings with any brokers,  consultants,  individuals  or
any other entities in the  negotiation  and/or  consummation  of this Agreement,
Landlord and Tenant hereby  mutually agree to indemnify and hold the other party
harmless  from and against  any  claims,  costs,  expenses  (including,  without
limitation,  legal  fees) and other  liabilities  incurred by the other party by
reason of any claim or action for a commission or fee or other  compensation  by
any other person or broker in connection with this Agreement with


                                       -9-

<PAGE>


whom the indemnifying party may have dealt. The provisions of this Paragraph (B)
shall survive the expiration or earlier termination of the Lease.

                  THIRD:  This Agreement  shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors and permitted assigns.

                  IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals as of the day and year first above written.

                              780 EAST 132 STREET COMPANY, Landlord



                              By: /s/ Illegible
                                  ----------------
                                  Name:
                                  Title:


                              EVERLAST WORLD'S BOXING HEADQUARTERS
                              CORPORATION, Tenant


                              By: /s/ Daniel L. Golomb
                                 ------------------------
                                 Name: Daniel L. Golomb
                                 Title: Pres.

                              By: /s/ Ben Nadorf
                                  -----------------------
                                  Name: Ben Nadorf
                                  Title: Sec'y



                                      -10-

<PAGE>



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

                  On the 12th day of May, 1994, before me personally came Daniel
L. Golomb and Ben Nadorf,  to me known,  who being by me duly sworn,  did depose
and say that they have offices at 780 E. 132nd Street,  City of New York -Bronx,
State of New York, that they are the President and Secretary of EVERLAST WORLD'S
BOXING HEADQUARTERS CORPORATION, the corporation described in and which executed
the foregoing Lease Renewal and Modification Agreement, as Tenant; and that they
signed  their  name  thereto  by  authority  of the Board of  Directors  of said
corporation.


                                             /s/ Leon Seidman
                                             --------------------------
                                                 Notary Public

                                                 Leon B. Seidman
                                            Notary Public State of New York


                                      -11-

<PAGE>


                                   SCHEDULE A

(Example of  Application  of Tenant's  Tax  Escalation  Credit and  Tenant's Tax
Escalation Refund

                         Under Article 80 of the Lease)

LANDLORD'S BASE TAX LIABILITY = $300,000.00

A)  Taxes 7/1/95 - 6/30/96    = $250,000.00
    ----------------------

    Tenant's Proportionate Shares of
           Landlord's Costs of $16,666.67
           (33-1/3% of the Decrease for Attorneys Fees)


(Illegible)



    Article 80 Fixed Rent Increase =                                        0.00

    Total Tenant's Tax Escalation Credit = $8,319.99 + 20,799.99 =     29,119.97
    ------------------------------------




                                      -12-

<PAGE>


C)  Taxes 7/1/97 - 6/30/98 = $320,000.00
    ----------------------

    Tenant's Proportionate Share of Increase: 20,000 x 49.9% =         9,980.00

    Tenant's Tax Escalation Credit =                                 ($9,980.00)

    Article 80 Fixed Rent Increase =                                       0.00

    Total Remaining Tenant's Tax

    Escalation Credit: $29,119.97 - $9,980.00 =                      $19,139.97
    ------------------


D)  Taxes 7/1/98 - 6/30/99 = $360,000.00
    ----------------------

    Tenant's Proportionate Shares of Increase: $60,000 x 49.9% =     $29,940.00

    Remaining Tenant's Tax Escalation Credit =                       (19,139.97)

    Article 80 Fixed Rent Increase =                                 $10,800.03


E)  Taxes 7/1/99 - 6/30/2000 = $320,000
    ------------------------

    Tenant's Proportionate Share of Landlord's Cost
    of $13,333.33 (33-1/3% of the Decrease for Attorneys Fees)
    to Obtain Tax Decrease =                                          $6,653.33

    Total Increase in Taxes: $20,000 + $6,653.33         =           $26,653.33

    Tenant's Proportionate Share of Tax Increases
    Paid by Tenant Shares of Tax Increases
    Paid By Tenant $26,653.33 x 49.9% =                              $13,300.01

    Article 80 Fixed Rent Increase =                                 $13,300.01


F)       Taxes 7/1/2000 - 6/30/2001 = $290,000
         --------------------------

         Tenant's Proportionate Shares of Landlord's Cost
         of $10,000 (33-1/3% of the Decrease for Attorneys Fees)
         to Obtain Tax Decrease =                                    $4,990.00

         Total Decrease in Taxes: $10,000 - $4,990.00 =              $5,010.00

         Tenant's Proportionate Share of

                                      -13-

<PAGE>


         Tax Decrease: $5,010.00 X 49.9% -                           $2,499.99

         Total Available as Tenant's Tax Escalation
         Refund (see Items D & E above)
         $10,800.03 + $13,300.01 =                                  $24,100.04

         Tenant's Tax Escalation Refund to be Applied
         Against Next Accruing Fixed Rent =                          $2,499.99

         Total Available Unused Tenant's Tax Escalation
         Refund: $24,100.04 - $2,499.99                             $21,600.05


G)       Taxes 7/1/2001 - 6/30/2002 = $290,000
         --------------------------

         Tenant's Proportionate Shares of Cost to
         Obtain Tax Decrease =                                            0.00


         Total Decrease in Taxes =                                  $10,000.00

         Tenant's Proportionate Share of
         Tax Decrease $10,000 x 49.9%                                $4,490.00

         Tenant's Tax Escalation Refund to be Applied
         Against Next Accruing Fixed Rent =                          $4,490.00

         Total Available Unused Tenant's Tax Escalation Refund:
         -----------------------------------------------------
         $21,600.05 - $4,990.00 =                                   $16,610.05


                                      -14-