EXHIBIT 10.4





                       LEASE AGREEMENT BETWEEN THE COMPANY

                          AND HARTZ MOUNTAIN ASSOCIATES


                          DATED AS OF OCTOBER 31, 2000




                                    EXHIBITS

      Exhibit A - Demised Premises

      Exhibit B - Description of Land

      Exhibit C - [Intentionally Omitted]

      Exhibit D - Rules and Regulations

      Exhibit E - Letter of Credit

      Exhibit F - Parking Plan



      LEASE, dated October 31, 2000, between HARTZ MOUNTAIN ASSOCIATES, a New
Jersey partnership, having an office at 400 Plaza Drive, Secaucus, New Jersey
07094-3688 ("Landlord"), and THE CHILDREN'S PLACE RETAIL STORES, INC., a
Delaware corporation having an office at 915 Secaucus Road, Secaucus, New Jersey
07094 ("Tenant").

ARTICLE 1 - DEFINITIONS

      1.01. As used in this Lease (including in all Exhibits and any Riders
attached hereto, all of which shall be deemed to be part of this Lease) the
following words and phrases shall have the meanings indicated:

      A.  Advance Rent:  $39,288.71

      B.  Additional Charges:  All amounts that become payable by Tenant to
Landlord hereunder other than the Fixed Rent.

      C.  Architect:  Kenneth Carl Bonte, or as Landlord may designate.

      D.  Broker: Resource Realty.

      E.  Building: The building or buildings now or hereafter located on the
Land and known or to be known as 900 Secaucus Road, Secaucus, New Jersey.

      F. Building Fraction: The fraction, the numerator of which is the Floor
Space of the Building (approximately 163,612 square feet) and the denominator of
which is the aggregate Floor Space of the buildings in the Development
(approximately 10,337,983 square feet). If the aggregate Floor Space of the
buildings in the Development shall be changed due to any construction or
alteration, the denominator of the Building Fraction shall be increased (but not
decreased, except in the event of a reduction in size of the Development and
concomitant exclusion of those Operating Expenses relating to those areas
removed from the Development) to reflect such change.

      F1. Business Days: All days except Saturdays, Sundays, days observed by
the federal or state government as legal holidays.

      F2. Business Hours: Generally customary daytime business hours, but not
before 9:00 A.M. or after 6:00 P.M.

      G.  Calendar Year: Any twelve-month period commencing on a January 1.

      H.  Commencement Date:  February 1, 2001.

      I. Common Areas: All areas, spaces and improvements in the Building and on
the Land which Landlord makes available from time to time for the common use and
benefit of the tenants and occupants of the Building and which are not
exclusively available for use by a single tenant or occupant, including, without
limitation, parking areas, roads, walkways, sidewalks, landscaped and


                                       1


planted areas, community rooms, if any, the managing agent's office, if any, and
public rest rooms, if any.

      J.  Demised Premises: The space that is outlined in red on the floor plan
attached hereto as Exhibit A. The Demised Premises contains or will contain
approximately 72,533 square feet of Floor Space subject to adjustment upon
verification by the Architect.

      K.  Development: All land and improvements owned by Landlord or its
parents, subsidiaries, or affiliates, now existing or hereafter constructed,
located south of Route 3, east of the Hackensack River, west of County Avenue
and north of Castle Road.

      L.  Development Common Areas: The roads and bridges that from time to time
service and provide access to the Development for the common use of the tenants,
invitees, occupants of the Development, that are maintained by Landlord or its
related entities.

      M.  Expiration Date: January 31, 2007. However, if the Term is extended by
Tenant's effective exercise of Tenant's right, if any, to extend the Term, the
"Expiration Date" shall be changed to the last day of the latest extended period
as to which Tenant shall have effectively exercised its right to extend the
Term. For the purposes of this definition, the earlier termination of this Lease
shall not affect the "Expiration Date."

      N. Fixed Rent: Commencing on the Commencement Date through January 31,
2006, an amount at the annual rate of $6.50 multiplied by the Floor Space of the
Demised Premises; from February 1, 2006 through January 31, 2007, an amount at
the annual rate of $7.25 multiplied by the Floor Space of the Demised Premises.
It is intended that the Fixed Rent shall be an absolutely net return to Landlord
throughout the Term, free of any expense, charge or other deduction whatsoever,
with respect to the Demised Premises, the Building, the Land and/or the
ownership, leasing, operation, management, maintenance, repair, rebuilding, use
or occupation thereof, or any portion thereof, with respect to any interest of
Landlord therein, except as may otherwise expressly be provided in this Lease.

      M. Floor Space: Any reference to Floor Space of a demised premises shall
mean the floor area stated in square feet bounded by the exterior faces of the
exterior walls, or by the exterior or Common Areas face of any wall between the
premises in question and any portion of the Common Areas, or by the center line
of any wall between the premises in question and space leased or available to be
leased to a tenant or occupant, plus a pro rata portion of the floor area of the
Common Areas in the Building; and any reference to Floor Space of the Building
shall mean the aggregate Floor Space of the demised premises leased or which
Landlord has available to be leased in the Building. There will be no reduction
of Floor Space measurements for setbacks for store fronts or service entrances,
and Floor Space of any premises with a setback for a store front shall be
measured to the line of such premises as if such premises had no setback. Any
reference to the Floor Space is intended to refer to the Floor Space of the
entire area in question irrespective of the Person(s) who may be the owner(s) of
all or any part thereof.

      P.  Guarantor: NONE.

      Q. Insurance Requirements: Rules, regulations, orders and other
requirements of the applicable board of underwriters and/or the applicable fire
insurance rating organization and/or any


                                       2


other similar body performing the same or similar functions and having
jurisdiction or cognizance over the Land and Building, whether now or hereafter
in force.

      R. Land: The Land upon which the Building and Common Areas are located.
The Land is described on Exhibit B.

      S. Landlord's Work: All mechanicals, lights and loading docks to be
delivered in good working order; otherwise, Tenant is leasing Demised Premises
in its "as is" condition.

      T. Legal Requirements: Laws and ordinances of all federal, state, city,
town, county, borough and village governments, and rules, regulations, orders
and directives of all departments, subdivisions, bureaus, agencies or offices
thereof, and of any other governmental, public or quasi-public authorities
having jurisdiction over the Land and Building, whether now or hereafter in
force, including, but not limited to, those pertaining to environmental matters.

      U. Mortgage: A mortgage and/or a deed of trust.

      V. Mortgagee: A holder of a mortgage or a beneficiary of a deed of trust.

      W. Operating Expenses: The sum of the following: (1) the cost and expense
(whether or not within the contemplation of the parties) for the repair,
replacement, maintenance, policing, insurance and operation of the Building and
Land, and (2) the Building Fraction of the sum of (a) the cost and expense for
the repair, replacement, maintenance, policing, insurance and operation of the
Development Common Areas; and (b) the Real Estate Taxes, if any, attributable to
the Development Common Areas. The "Operating Expenses" shall, include, without
limitation, the following: (i) the cost for rent, casualty, liability, boiler
and fidelity insurance, (ii) if an independent managing agent is employed by
Landlord, the fees payable to such agent (provided the same are competitive with
the fees payable to independent managing agents of comparable facilities), (iii)
costs and expenses incurred for legal, accounting and other professional
services (including, but not limited to, costs and expenses for in-house or
staff legal counsel or outside counsel at rates not to exceed the reasonable and
customary charges for any such services as would be imposed in an arms length
third party agreement for such services, plus (iv) if Landlord (or its
affiliate) is itself managing the Building and has not employed an independent
third party for such management, an amount equal to three percent (3%) of the
Fixed Rent for Landlord's home office administration and overhead cost and
expense. All items included in Operating Expenses shall be determined in
accordance with generally accepted accounting principles consistently applied.

      X. [Intentionally Omitted].

      Y. Permitted Uses: Warehousing and distribution of non-hazardous materials
and ancillary offices.

      Z. Person: A natural person or persons, a partnership, a corporation, or
any other form of business or legal association or entity.

      AA. [Intentionally Omitted].

      BB. Real Estate Taxes: The real estate taxes, assessments and special
assessments imposed upon the Building and Land by any federal, state, municipal
or other governments or


                                       3


governmental bodies or authorities, and any expenses incurred by Landlord in
contesting such taxes or assessments and/or the assessed value of the Building
and Land, which expenses shall be allocated to the period of time to which such
expenses relate. If at any time during the Term the methods of taxation
prevailing on the date hereof shall be altered so that in lieu of, or as an
addition to or as a substitute for, the whole or any part of such real estate
taxes, assessments and special assessments now imposed on real estate there
shall be levied, assessed or imposed (a) a tax, assessment, levy, imposition,
license fee or charge wholly or partially as a capital levy or otherwise on the
rents received therefrom, or (b) any other such additional or substitute tax,
assessment, levy, imposition or charge, then all such taxes, assessments,
levies, impositions, fees or charges or the part thereof so measured or based
shall be deemed to be included within the term "Real Estate Taxes" for the
purposes hereof. Except as otherwise provided in the second sentence of this
Section 1.01BB, Real Estate Taxes shall not include the following: (i) gross
receipts, excess profits, revenue, payroll, and stamp taxes; or (ii)
inheritance, gift, estate, succession, sales, transfer, corporate, franchise,
excise, capital levies, capital stock and personal property.

      CC. Rent: The Fixed Rent and the Additional Charges.

      DD. Rules and Regulations: The reasonable rules and regulations that may
be promulgated by Landlord from time to time, which may be reasonably changed by
Landlord from time to time. The Rules and Regulations now in effect are attached
hereto as Exhibit D.

      EE. Security Deposit: Such amount as Tenant has deposited or hereinafter
deposits with Landlord as security under this Lease. Tenant shall deliver to
Landlord, upon execution hereof, a clean irrevocable letter of credit in the
amount of $78,577 as security hereunder as of the date hereof, in accordance
with the provisions of Article 8 of this Lease.

      FF. Successor Landlord: As defined in Section 9.03.

      GG. Superior Lease: Any lease to which this Lease is, at the time referred
to, subject and subordinate.

      HH. Superior Lessor: The lessor of a Superior Lease or its successor in
interest, at the time referred to.

      II. Superior Mortgage: Any Mortgage to which this Lease is, at the time
referred to, subject and subordinate.

      JJ. Superior Mortgagee: The Mortgagee of a Superior Mortgage at the time
referred to.

      KK. Tenant's Fraction: The Tenant's Fraction shall mean the fraction, the
numerator of which shall be the Floor Space of the Demised Premises and the
denominator of which shall be the Floor Space of the Building (44.1%). If the
size of the Demised Premises or the Building shall be changed from the initial
size thereof, due to any taking, any construction or alteration work or
otherwise, the Tenant's Fraction shall be changed to the fraction, the numerator
of which shall be the Floor Space of the Demised Premises and the denominator of
which shall be the Floor Space of the Building. In the event Landlord determines
that Tenant's utilization of any item of Operating Expenses exceeds the fraction
referred to above, Tenant's Fraction with respect to such item shall,


                                       4


at Landlord's option, mean the percentage of any such item (but not less than
the fraction referred to above) which Landlord reasonably estimates as Tenant's
proportionate share thereof.

      LL. Tenant's Property: As defined in Section 16.02.

      MM. Tenant's Work: The facilities, materials and work which may be
undertaken by or for the account of Tenant (other than the Landlord's Work) to
equip, decorate and furnish the Demised Premises for Tenant's occupancy.

      NN. Term: The period commencing on the Commencement Date and ending at
11:59 p.m. of the Expiration Date, but in any event the Term shall end on the
date when this Lease is earlier terminated.

      OO. Unavoidable Delays: A delay arising from or as a result of a strike,
lockout, or labor difficulty, explosion, sabotage, accident, riot or civil
commotion, act of war, fire or other catastrophe, Legal Requirement or an act of
the other party and any cause beyond the reasonable control of that party,
provided that the party asserting such Unavoidable Delay has exercised its best
efforts to minimize such delay.

ARTICLE 2 - DEMISE AND TERM

      2.01. Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the Demised Premises, for the Term. This Lease is subject to (a) any
and all existing encumbrances, conditions, rights, covenants, easements,
restrictions and rights of way, of record, and other matters of record,
applicable zoning and building laws, regulations and codes, and such matters as
may be disclosed by an inspection or survey, and (b) easements now or hereafter
created by Landlord in, under, over, across and upon the Land for sewer, water,
electric, gas and other utility lines and services now or hereafter installed;
provided, however, Landlord represents covenants and warrants to Tenant that the
Demised Premises may be used and occupied for the purposes set forth herein; and
that the foregoing shall in no manner interfere with Tenant's use and quiet
enjoyment of the Demised Premises. Promptly following the Commencement Date, the
parties hereto shall enter into an agreement in form and substance satisfactory
to Landlord setting forth the Commencement Date.

ARTICLE 3 - RENT

      3.01. Tenant shall pay the Fixed Rent in equal monthly installments in
advance on the first day of each and every calendar month during the Term
(except that Tenant shall pay, upon the execution and delivery of this Lease by
Tenant, the Advance Rent, to be applied against the first installment or
installments of Fixed Rent becoming due under this Lease). If the Commencement
Date occurs on a day other than the first day of a calendar month, the Fixed
Rent for the partial calendar month at the commencement of the Term shall be
prorated.

      3.02. The Rent shall be paid in lawful money of the United States to
Landlord at its office, or such other place, or Landlord's agent, as Landlord
shall designate by notice to Tenant. Tenant shall pay the Rent promptly when due
without notice or demand therefor and without any abatement, deduction or setoff
for any reason whatsoever, except as may be expressly provided in this Lease. If
Tenant makes any payment to Landlord by check, same shall be by check of Tenant
and Landlord shall not be required to accept the check of any other Person, and
any check received by Landlord shall be deemed received subject to collection.
If any check is mailed by


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Tenant, Tenant shall post such check in sufficient time prior to the date when
payment is due so that such check will be received by Landlord on or before the
date when payment is due. Tenant shall assume the risk of lateness or failure of
delivery of the mails, and no lateness or failure of the mails will excuse
Tenant from its obligation to have made the payment in question when required
under this Lease.

      3.03. No payment by Tenant or receipt or acceptance by Landlord of a
lesser amount than the correct Rent shall be deemed to be other than a payment
on account, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance or pursue any other remedy in this Lease or at law
provided.

      3.04. If Tenant is in arrears in payment of Rent, Tenant waives Tenant's
right, if any, to designate the items to which any payments made by Tenant are
to be credited, and Landlord may apply any payments made by Tenant to such items
as Landlord sees fit, irrespective of and notwithstanding any designation or
request by Tenant as to the items to which any such payments shall be credited.

      3.05. In the event that any installment of Rent due hereunder shall be
overdue for five (5) days or more, a "Late Charge" equal to four percent (4%) or
the maximum rate permitted by law, whichever is less ("Late Payment Rate") for
Rent so overdue may be charged by Landlord for each month or part thereof that
the same remains overdue (so that, for example, in the case of a payment of
Fixed Rent which has not been paid within the applicable grace period, the Late
Charge shall be deemed imposed as of the first day of the month to which such
payment relates). In the event that any check tendered by Tenant to Landlord is
returned for insufficient funds, Tenant shall pay to Landlord, in addition to
the charge imposed by the preceding sentence, a fee of $25.00. Any such Late
Charges if not previously paid shall, at the option of the Landlord, be added to
and become part of the next succeeding Rent payment to be made hereunder.
Notwithstanding any of the foregoing to the contrary, as to the original named
Tenant and any Permitted Assignee(s), the Late Charge shall be waived once per
calendar year provided payment is received by Landlord within ten (10) days of
its due date.

ARTICLE 4 - USE OF DEMISED PREMISES

      4.01. Tenant shall use and occupy the Demised Premises for the Permitted
Uses, and Tenant shall not use or permit or suffer the use of the Demised
Premises or any part thereof for any other purpose.

      4.02. If any governmental license or permit, including a certificate of
occupancy or certificate of continued occupancy (a "Certificate of Occupancy")
shall be required for the proper and lawful conduct of Tenant's business in the
Demised Premises or any part thereof, Tenant shall duly procure and thereafter
maintain such license or permit and submit the same to Landlord for inspection.
Tenant shall at all times comply with the terms and conditions of each such
license or permit. Tenant shall not at any time use or occupy, or suffer or
permit anyone to use or occupy the Demised Premises, or do or permit anything to
be done in the Demised Premises, in any manner which (a) violates the
Certificate of Occupancy for the Demised Premises or for the Building; (b)
causes or is liable to cause injury to the Building or any equipment, facilities
or systems therein; (c) constitutes a violation of the Legal Requirements or
Insurance Requirements; (d) impairs or tends


                                       6


to impair the character, reputation or appearance of the Building; (e) impairs
or tends to impair the proper and economic maintenance, operation and repair of
the Building and/or its equipment, facilities or systems; or (f) annoys or
inconveniences or tends to annoy or inconvenience other tenants or occupants of
the Building.

      4.03. Tenant shall not conduct any warehouse sale at the Demised Premises
without Landlord's prior written consent. Provided Tenant is not in default of
its obligations under this Lease, Landlord agrees not to unreasonably withhold
its consent to not more than three (3) warehouse sales in any consecutive twelve
(12) month period. Tenant shall pay to Landlord as an Additional Charge, an
amount equal to five percent (5%) of Gross Receipts (as hereinafter defined)
from any warehouse sale conducted at the Demised Premises, payable within
fifteen (15) days after the warehouse sale. Tenant shall comply, at Tenant's
sole cost and expense with all Legal Requirements with respect to any warehouse
sale. Any warehouse sale conducted by Tenant shall be not more than four (4)
consecutive days in duration. As used herein Gross Receipts shall mean the
dollar aggregate of: (a) the actual sales price of all goods and merchandise
sold, leased or licensed and the charges for all services performed by Tenant or
otherwise in connection with all business conducted at such warehouse sale,
whether made for cash, by check, credit or otherwise, without reserve or
deduction for inability or failure to collect the same, including, without
limitation, sales and services (i) where the orders therefor originate at or are
accepted at or from the Demised Premises, whether delivery or performance
thereof is made at or from the Demised Premises or any other place, it being
understood that all sales made and orders received at or from the Demised
Premises shall be deemed to have been made and completed therein even though the
orders are fulfilled elsewhere or the payments of account are transferred to
some other office for collection, and (ii) where the orders therefor result from
solicitation off the Demised Premises but which are conducted by personnel
operating from or reporting to or under the control or supervision of any person
at the Demised Premises, and (b) all monies or other things of value received by
Tenant from its operations at the Demised Premises (which are not excluded from
Gross Receipts by the next succeeding sentence) including all finance charges,
cost of gift or merchandise certificates and all deposits not refunded to
customers. Gross Receipts shall not include (x) the exchange of merchandise
between stores of Tenant where such exchange is made solely for the convenient
operation of Tenant's business and neither for the purpose of depriving Landlord
of the benefits of a sale which would otherwise be made at or from the Demised
Premises nor for the purpose of consummating a sale which has been theretofore
made at or from the Demised Premises, or (y) the amount of any city, county,
state or federal sales tax, luxury tax or excise tax on sales if the tax is
added to the selling price and separately stated and actually paid to the taxing
authority by Tenant; provided, however, no franchise or capital stock tax and no
income or similar tax based upon income, profits or Gross Receipts shall be
deducted from Gross Receipts in any event whatsoever. Cash or credit refunds
made upon transactions included within the Gross Receipts, but not exceeding the
selling price of merchandise returned by the purchaser and accepted by Tenant,
shall be deducted from the Gross Receipts for the period when such refunds are
made. Each charge or sale upon installment or credit or layaway, so called,
shall be treated as a sale for the full price irrespective of the time when
Tenant shall receive payment from its customer. For purposes of this paragraph
the word "Tenant" shall include any of Tenant's subtenants, concessionaires and
licensees.

ARTICLE 5 - PREPARATION OF DEMISED PREMISES

      5.01.(a) Except as expressly provided to the contrary in this Lease,
Tenant is leasing the Demised Premises "as is" on the date hereof, subject to
reasonable wear and tear and the rights of


                                       7


the present occupant(s) of the Demised Premises to remove its or their trade
fixtures and other property from the Demised Premises. Tenant shall occupy the
Demised Premises promptly after possession thereof is delivered to Tenant by
Landlord giving to Tenant a notice of such effect. Except as expressly provided
to the contrary in this Lease, the taking of possession by Tenant of the Demised
Premises shall be conclusive evidence as against Tenant that the Demised
Premises and the Building were in good and satisfactory condition at the time
such possession was taken.

            (b)(i)Landlord shall deliver the Demised Premises to Tenant in "as
is" condition. Tenant shall be responsible for all construction and work to
prepare the Demised Premises for Tenant's occupancy at Tenant's cost and
expense. Such construction shall be in accordance with Section 36.09 of this
Lease. Prior to performing any work in the Demised Premises, Tenant shall,
within thirty (30) days of the date thereof submit to Landlord for approval
final plans and specifications for all construction work in the Demised Premises
including, but not limited to layout, mechanical, electrical and plumbing plans
and finish schedules ("Plans and Specifications"). Tenant shall employ licensed
architect(s) and/or engineer(s) for the preparation of the Plans and
Specifications. Landlord shall notify Tenant of Landlord's approval or
disapproval of such Plans and Specifications. Landlord shall notify Tenant of
Landlord's approval or disapproval of such Plans and Specifications within
fifteen (15) days after receipt thereof. If Landlord disapproves, Landlord shall
specify the reasons for disapproval and Tenant shall, within fifteen (15) days
of receipt of notice of Landlord's disapproval, resubmit revised Plans and
Specifications that correct such items. Notwithstanding anything contained to
the contrary herein, if Landlord has not responded to Tenant's submission of
Plans and Specifications within twenty (20) Business Days after receipt thereof,
Tenant's Plans and Specifications so submitted shall be deemed approved.

      (ii) Tenant shall obtain and provide all design and architectural services
necessary to perform Tenant's Work and shall be responsible for complying with
all building codes and Legal Requirements in connection with Tenant's Work,
prior to commencing any work in the Demised Premises. Tenant shall obtain a
permanent certificate of occupancy of the Demised Premises for the Permitted
Uses. The construction of the Demised Premises shall be performed in a first
class workmanlike manner. At all times when construction of the Demised Premises
is in progress and prior to the Commencement Date, Tenant shall maintain or
cause to be maintained the insurance coverage required under Section 13.02.

      (iii) Tenant shall be solely responsible for the structural integrity of
the improvements and for the adequacy or sufficiency of the Plans and
Specifications and all the improvements depicted thereon or covered thereby, and
Landlord's consent thereto, approval thereof, or incorporation therein of any of
its recommendations shall in no way diminish Tenant's responsibility therefor or
reduce or mitigate Tenant's liability in connection therewith. Landlord shall
have no obligations or liabilities by reason of this Lease in connections with
the performance of construction or of the finish, decorating or installation
work performed by Tenant, or on its behalf, or in connection with the contracts
for the performance thereof entered into by Tenant. Any warranties extended or
available to Tenant in connection with the aforesaid work shall be for the
benefit also of Landlord. Tenant further agrees that once it commences
construction, it shall diligently and continuously proceed with construction to
completion.

      (c) Landlord shall make available to Tenant (or enforce for Tenant's
benefit) all extant third party warranties and guaranties available in
connection with Landlord's Work or the existing mechanical systems.


                                       8


      (d) Tenant acknowledges and agrees that it shall be responsible for the
issuance of any required continued or permanent occupancy certificate or
certificate of occupancy.

      (e) Tenant acknowledges and agrees that Tenant shall be responsible, at
its cost and expense, for Americans With Disabilities Act compliance required
with respect to the Demised Premises during the Term, excepting only that
certain work being performed by Landlord as part of Landlord's Work.

      5.02. If the substantial completion of the Landlord's Work shall be
delayed due to (a) any act or omission of Tenant or any of its employees, agents
or contractors (including, without limitation, [i] any delays due to changes in
or additions to the Landlord's Work, or [ii] any delays by Tenant in the
submission of plans, drawings, specifications or other information or in
approving any working drawings or estimates or in giving any authorizations or
approvals), or (b) any additional time needed for the completion of the
Landlord's Work by the inclusion in the Landlord's Work of any items specified
by Tenant that require long lead time for delivery or installation, then the
Demised Premises shall be deemed ready for occupancy on the date when they would
have been ready but for such delay(s). Not later than thirty (30) days from the
Commencement Date, Tenant shall have the right to submit to Landlord a
"punchlist" noting any incomplete or incorrect Landlord's Work in detail
sufficient for Landlord to act thereon. Landlord shall use its reasonable
efforts to timely perform and complete such punchlist items in such a manner so
as to minimize the interference with Tenant's use of the Demised Premises as
contemplated by this Lease and not unreasonably interfere with Tenant's means of
ingress or egress to and from the Demised Premises (provided however that
nothing contained herein shall obligate Landlord to perform work other than on
Business Days during Business Hours).

      5.03. If Landlord is unable to give possession of the Demised Premises on
the Commencement Date because of the holding-over or retention of possession by
any tenant, undertenant or occupant, Landlord shall not be subject to any
liability for failure to give possession, the validity of this Lease shall not
be impaired under such circumstances, and the Term shall not be extended, but
the Rent shall be abated if Tenant is not responsible for the inability to
obtain possession.

      5.04. Landlord reserves the right, at any time and from time to time, to
increase, reduce or change the number, type, size, location, elevation, nature
and use of any of the Common Areas and the Building and any other buildings and
other improvements on the Land, including, without limitation, the right to move
and/or remove same, provided same shall not unreasonably block or interfere with
Tenant's means of ingress or egress to and from the Demised Premises and/or the
truck loading areas of the Demised Premises (provided however that nothing
contained herein shall obligate Landlord to perform work other than on Business
Days during Business Hours).


ARTICLE 6 - TAX AND OPERATING EXPENSE PAYMENTS

      6.01. Tenant shall pay to Landlord, as hereinafter provided, Tenant's
Fraction of the Real Estate Taxes. Tenant's Fraction of the Real Estate Taxes
shall be the Real Estate Taxes in respect of the Building for the period in
question, multiplied by the Tenant's Fraction, plus the Real Estate Taxes in
respect of the Land for the period in question, multiplied by the Tenant's
Fraction. If any portion of the Building shall be exempt from all or any part of
the Real Estate Taxes, then for


                                       9


the period of time when such exemption is in effect, the Floor Space on such
exempt portion shall be excluded when making the above computations in respect
of the part of the Real Estate Taxes for which such portion shall be exempt.
Landlord shall estimate the annual amount of Tenant's Fraction of the Real
Estate Taxes (which estimate may be changed by Landlord at any time and from
time to time), and Tenant shall pay to Landlord 1/12th of the amount so
estimated on the first day of each month in advance. Tenant shall also pay to
Landlord on demand from time to time the amount which, together with said
monthly installments, will be sufficient in Landlord's estimation to pay
Tenant's Fraction of any Real Estate Taxes thirty (30) days prior to the date
when such Real Estate Taxes shall first become due. When the amount of any item
comprising Real Estate Taxes is finally determined for a real estate fiscal tax
year, Landlord shall submit to Tenant a statement in reasonable detail of the
same, and the figures used for computing Tenant's Fraction of the same, and if
Tenant's Fraction so stated is more or less than the amount theretofore paid by
Tenant for such item based on Landlord's estimate, Tenant shall pay to Landlord
the deficiency within ten (10) days after submission of such statement, or
Landlord shall, at its sole election, either refund to Tenant the excess or
apply same to future installments of Real Estate Taxes due hereunder. Any Real
Estate Taxes for a real estate fiscal tax year, a part of which is included
within the Term and a part of which is not so included, shall be apportioned on
the basis of the number of days in the real estate fiscal tax year included in
the Term, and the real estate fiscal tax year for any improvement assessment
will be deemed to be the one-year period commencing on the date when such
assessment is due, except that if any improvement assessment is payable in
installments, the real estate fiscal tax year for each installment will be
deemed to be the one-year period commencing on the date when such installment is
due. The above computations shall be made by Landlord in accordance with
generally accepted accounting principles, and the Floor Space referred to will
be based upon the average of the Floor Space in existence on the first day of
each month during the period in question. In addition to the foregoing, Tenant
shall be responsible for any increase in Real Estate Taxes attributable to
assessments for improvements installed by or for the account of Tenant at the
Demised Premises. If the Demised Premises are not separately assessed, the
amount of any such increase shall be determined by reference to the records of
the tax assessor.

      6.02. Real Estate Taxes, whether or not a lien upon the Demised Premises
shall be apportioned between Landlord and Tenant at the beginning and end of the
Term; it being intended that Tenant shall pay only that portion of the Real
Estate Taxes as is allocable to the Demised Premises for the Term.

      6.03. Tenant shall pay to Landlord Tenant's Fraction of the Operating
Expenses within ten (10) days after Landlord submits to Tenant an invoice and
back-up documentation for the Operating Expenses.

      6.04. Each such statement given by Landlord pursuant to Section 6.01 or
Section 6.03 shall be conclusive and binding upon Tenant unless within 60 days
after the receipt of such statement Tenant shall notify Landlord that it
disputes the correctness of the statement, specifying the particular respects in
which the statement is claimed to be incorrect. Pending the determination of
such dispute by agreement or otherwise, Tenant shall, within ten (10) days after
receipt of such statement, pay the Additional Charges in accordance with
Landlord's statement, without prejudice to Tenant's position. If the dispute
shall be determined in Tenant's favor, Landlord shall forthwith pay to Tenant
the amount of Tenant's overpayment resulting from compliance with Landlord's
statement and if said overpayment exceeded ten percent (10%) of the amount
billed on such Landlord's statement, then such payment shall be accompanied by
interest


                                       10


on the amount of the overpayment at the prime rate of Chase Manhattan Bank, plus
two percent (2%) per annum.

ARTICLE 7 - COMMON AREAS

      7.01. Except as may be otherwise expressly provided in this Lease and so
long as Tenant is not in default under this Lease, Landlord will operate,
manage, equip, light, repair and maintain, or cause to be operated, managed,
equipped, lighted, repaired and maintained, the Common Areas for their intended
purposes. Landlord reserves the right, at any time and from time to time, to
construct within the Common Areas kiosks, fountains, aquariums, planters, pools
and sculptures, and to install vending machines, telephone booths, benches and
the like, provided same shall not unreasonably block or interfere with Tenant's
means of ingress or egress to and from the Demised Premises and/or the truck
loading areas of the Demised Premises (provided however that nothing contained
herein shall obligate Landlord to perform work other than on Business Days
during Business Hours).

      7.02. Tenant and its subtenants and concessionaires, and their respective
officers, employees, agents, customers and invitees, shall have the
non-exclusive right, in common with Landlord and all others to whom Landlord has
granted or may hereafter grant such right, but subject to the Rules and
Regulations, to use the Common Areas. Landlord reserves the right, at any time
and from time to time, to close temporarily all or any portions of the Common
Areas when in Landlord's reasonable judgment any such closing is necessary or
desirable (a) to make repairs or changes or to effect construction, (b) to
prevent the acquisition of public rights in such areas, (c) to discourage
unauthorized parking, or (d) to protect or preserve natural persons or property.
Landlord may do such other acts in and to the Common Areas as in its judgment
may be desirable to improve or maintain same. Landlord shall use reasonable
efforts to minimize interference with Tenant's use of the Demised Premises or
means of ingress or egress to and from the Demised Premises and/or the truck
loading areas of the Demised Premises (provided however that nothing contained
herein shall obligate Landlord to perform work other than on Business Days
during Business Hours). Landlord shall endeavor to provide Tenant with
reasonable prior notice of any such closing, which may be oral, except in the
event of emergency.

      7.03. Tenant agrees that it, any subtenant or licensee and their
respective officers, employees, contractors and agents will park their
automobiles and other vehicles only where and as permitted by Landlord. Tenant
will, if and when so requested by Landlord, furnish Landlord with the license
numbers of any vehicles of Tenant, any subtenant or licensee and their
respective officers, employees and agents. Landlord shall provide to Tenant for
use for parking the area shown outlined in blue on Exhibit F annexed hereto and
made a part hereof.


ARTICLE 8 - SECURITY

      8.01. (a) In the event Tenant deposits with Landlord any Security Deposit,
the same shall be held as security for the full and faithful payment and
performance by Tenant of Tenant's obligations under this Lease. If Tenant
defaults in the full and prompt payment and performance of any of its
obligations under this Lease, including, without limitation, the payment of
Rent, Landlord may use, apply or retain the whole or any part of the Security
Deposit to the extent required for the payment of any Rent or any other sums as
to which Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any


                                       11


of Tenant's obligations under this Lease, including, without limitation, any
damages or deficiency in the reletting of the Demised Premises, whether such
damages or deficiency accrue before or after summary proceedings or other
re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any
part of the security, Tenant shall upon demand immediately deposit with Landlord
a sum equal to the amount so used, applied and retained, as security as
aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant's
obligations under this Lease, the Security Deposit or any balance thereof to
which Tenant is entitled shall be returned or paid over to Tenant after the date
on which this Lease shall expire or sooner end or terminate, and after delivery
to Landlord of entire possession of the Demised Premises. In the event of any
sale or leasing of the Land, Landlord shall have the right to transfer the
security to which Tenant is entitled to the vendee or lessee and Landlord shall
thereupon be released by Tenant from all liability for the return or payment
thereof; and Tenant shall look solely to the new landlord for the return or
payment of the same; and the provisions hereof shall apply to every transfer or
assignment made of the same to a new landlord. Tenant shall not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security, and neither Landlord nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

       (b) In lieu of the cash security required by this Lease, Tenant shall
provide to Landlord an irrevocable transferable Letter of Credit in the amount
of the Security Deposit in form and substance satisfactory to Landlord and
issued by a financial institution approved by Landlord. Landlord shall have the
right, upon written notice to Tenant (except that for Tenant's non-payment of
Rent or for Tenant's failure to comply with Article 8.03, no such notice shall
be required) and regardless of the exercise of any other remedy the Landlord may
have by reason of a default, to draw upon said Letter of Credit to cure any
default of Tenant or for any purpose authorized by section 8.01(a) of this Lease
and if Landlord does so, Tenant shall, upon demand, additionally fund the Letter
of Credit with the amount so drawn so that Landlord shall have the full deposit
on hand at all times during the Term of the Lease and for a period of thirty
(30) days' thereafter. In the event of a sale of the Building or a lease of the
Building subject to this Lease, Landlord shall have the right to transfer the
security to the vendee or lessee.

      8.02. The Letter of Credit shall expire not earlier than thirty (30) days
after the Expiration Date of this Lease. Upon Landlord's prior consent, the
Letter of Credit may be of the type which is automatically renewed on an annual
basis (Annual Renewal Date), provided however, in such event Tenant shall
maintain the Letter of Credit and its renewals in full force and effect during
the entire Term of this Lease (including any renewals or extensions) and for a
period of thirty (30) days thereafter. The Letter of Credit will contain a
provision requiring the issuer thereof to give the beneficiary (Landlord) sixty
(60) days' advance written notice of its intention not to renew the Letter of
Credit on the next Annual Renewal Date.

      8.03. In the event Tenant shall fail to deliver to Landlord a substitute
irrevocable Letter of Credit, in the amount stated above, on or before thirty
(30) days prior to the next Annual Renewal Date, said failure shall be deemed a
default under this Lease. Landlord may, in its discretion treat this the same as
a default in the payment of Rent or any other default and pursue the appropriate
remedy. In addition, and not in limitation, Landlord shall be permitted to draw
upon the Letter of Credit as in the case of any other default by Tenant under
the Lease.

ARTICLE 9 - SUBORDINATION


                                       12


      9.01. (a) This Lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate to all ground leases and underlying leases of the Land
and/or the Building now or hereafter existing and to all Mortgages which may now
or hereafter affect the Land and/or building and/or any of such leases, whether
or not such Mortgages or leases shall also cover other lands and/or buildings,
to each and every advance made or hereafter to be made under such Mortgages, and
to all renewals, modifications, replacements and extensions of such leases and
such Mortgages and spreaders and consolidations of such Mortgages. The
provisions of this Section 9.01 shall be self-operative and no further
instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall promptly execute, acknowledge and deliver any
instrument that Landlord, the lessor under any such lease or the Mortgagee of
any such Mortgage or any of their respective successors in interest may
reasonably request to evidence such subordination.

            (b) Notwithstanding anything contained herein to the contrary,
Landlord shall use its reasonable efforts to cause each existing Mortgagee of
the Demised Premises to enter into their standard form of non-disturbance,
attornment and subordination agreement with Tenant, provided that Tenant shall
execute such document(s). Notwithstanding anything contained herein to the
contrary, subordination of this Lease pursuant to this Section 9.01 with respect
to any Mortgage entered into after the date of this Lease shall be conditioned
upon the Mortgagee thereunder entering into a non-disturbance, attornment and
subordination agreement with Tenant in such form as shall be reasonably
acceptable to such Mortgagee, Landlord and Tenant.

      9.02. If any act or omission of Landlord would give Tenant the right,
immediately or after lapse of a period of time, to cancel or terminate this
Lease, or to claim a partial or total eviction, Tenant shall not exercise such
right (a) until it has given written notice of such act or omission to Landlord
and each Superior Mortgagee and each Superior Lessor whose name and address
shall previously have been furnished to Tenant, and (b) until a reasonable
period for remedying such act or omission shall have elapsed following the
giving of such notice and following the time when such Superior Mortgagee or
Superior Lessor shall have become entitled under such Superior Mortgage or
Superior Lease, as the case may be, to remedy the same (which reasonable period
shall in no event be less than the period to which Landlord would be entitled
under this Lease or otherwise, after similar notice, to effect such remedy),
provided such Superior Mortgagee or Superior Lessor shall with due diligence
give Tenant notice of intention to, and commence and continue to, remedy such
act or omission.

      9.03. If any Superior Lessor or Superior Mortgagee shall succeed to the
rights of Landlord under this Lease, whether through possession or foreclosure
action or delivery of a new lease or deed, then at the request of such party so
succeeding to Landlord's rights ("Successor Landlord") and upon such Successor
Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn
to and recognize such Successor Landlord as Tenant's landlord under this Lease
and shall promptly execute and deliver any instrument that such Successor
Landlord may reasonably request to evidence such attornment. Upon such
attornment provided such Successor Landlord recognizes this Lease this Lease
shall continue in full force and effect as a direct lease between the Successor
Landlord and Tenant upon all of the terms, conditions and covenants as are set
forth in this Lease except that the Successor Landlord shall not (a) be liable
for any previous act or omission of Landlord under this Lease; (b) be subject to
any offset, not expressly provided for in this Lease, which theretofore shall
have accrued to Tenant against Landlord; (c) be liable for the return of any
Security Deposit, in whole or in part, to the extent that same is not paid over
to the Successor Landlord; or (d) be bound by any previous modification of this
Lease or by any previous


                                       13


prepayment of more than one month's Fixed Rent or Additional Charges, unless
such modification or prepayment shall have been expressly approved in writing by
the Superior Lessor of the Superior Lease or the Mortgagee of the Superior
Mortgage through or by reason of which the Successor Landlord shall have
succeeded to the rights of Landlord under this Lease.

      9.04. If any then present or prospective Superior Mortgagee shall require
any modification(s) of this Lease, Tenant shall promptly execute and deliver to
Landlord such instruments effecting such modification(s) as Landlord shall
request, provided that such modification(s) do not adversely affect in any
material respect any of Tenant's rights under this Lease.

ARTICLE 10 - QUIET ENJOYMENT

      10.01. So long as Tenant pays all of the Rent and performs all of Tenant's
other obligations hereunder, Tenant shall peaceably and quietly have, hold and
enjoy the Demised Premises without hindrance, ejection or molestation by
Landlord or any person lawfully claiming through or under Landlord, subject,
nevertheless, to the provisions of this Lease and to Superior Leases and
Superior Mortgages.

ARTICLE 11 - ASSIGNMENT, SUBLETTING AND MORTGAGING

      11.01. Tenant shall not, whether voluntarily, involuntarily, or by
operation of law or otherwise, (a) assign or otherwise transfer this Lease, or
offer or advertise to do so, (b) sublet the Demised Premises or any part
thereof, or offer or advertise to do so, or allow the same to be used, occupied
or utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or
otherwise hypothecate this Lease in any manner whatsoever, without in each
instance obtaining the prior written consent of Landlord.

Landlord agrees not to unreasonably withhold its consent to the subletting of
the Demised Premises or an assignment of this Lease. In determining
reasonableness, Landlord may take into consideration all relevant factors
surrounding the proposed sublease and assignment, including, without limitation,
the following: (i) The business reputation of the proposed assignee or subtenant
and its officers or directors in relation to the other tenants or occupants of
the Building or Development; (ii) the nature of the business and the proposed
use of the Demised Premises by the proposed assignee or subtenant in relation to
the other tenants or occupants of the Building or Development; (iii) whether the
proposed assignee or subtenant is then a tenant (or subsidiary, affiliate or
parent of a tenant) of other space in the Building or Development, or any other
property owned or managed by Landlord or its affiliates; (iv) the financial
condition of the proposed assignee or subtenant; (v) restrictions, if any,
contained in leases or other agreements affecting the Building and the
Development; (vi) the effect that the proposed assignee's or subtenant's
occupancy or use of the Demised Premises would have upon the operation and
maintenance of the Building and the Development; (vii) the extent to which the
proposed assignee or subtenant and Tenant provide Landlord with assurances
reasonably satisfactory to Landlord as to the satisfaction of Tenant's
obligations hereunder. In any event, at no time shall there be more than two (2)
subtenants of the Demised Premises permitted.

In the event the Demised Premises are sublet or this Lease is assigned (except
pursuant to Section R4 hereof), Tenant shall pay to Landlord as an Additional
Charge the following amounts less the actual reasonable expense incurred by
Tenant in connection with such assignment or subletting, as substantiated by
Tenant, in writing, to Landlord's reasonable satisfaction, including, without
limitation, a reasonable brokerage fee and reasonable legal fees, as the case
may be: (i) in


                                       14


the case of an assignment, an amount equal to fifty percent (50%) of all sums
and other consideration paid to Tenant by the assignee for or by reason of such
assignment, and (ii) in the case of a sublease, fifty percent (50%) of any
rents, additional charge or other consideration payable under the sublease to
Tenant by the subtenant which is in excess of the Fixed Rent and Additional
Charges accruing during the term of the sublease in respect of the subleased
space (at the rate per square foot payable by Tenant hereunder) pursuant to the
terms hereof.

      11.02. If at any time (a) the original Tenant named herein, (b) the then
Tenant, (c) any Guarantor, or (d) any Person owning a majority of the voting
stock of, or directly or indirectly controlling, the then Tenant shall be a
corporation or partnership, any transfer of voting stock or partnership interest
resulting in the person(s) who shall have owned a majority of such corporation's
shares of voting stock or the general partners' interest in such partnership, as
the case may be, immediately before such transfer, ceasing to own a majority of
such shares of voting stock or general partner's interest, as the case may be,
except as the result of transfers by inheritance, shall be deemed to be an
assignment of this Lease as to which Landlord's consent shall have been
required, and in any such event Tenant shall notify Landlord. The provisions of
this Section 11.02 shall not be applicable to any corporation all the
outstanding voting stock of which is listed on a national securities exchange
(as defined in the Securities Exchange Act of 1934, as amended) or is traded in
the over-the-counter market with quotations reported by the National Association
of Securities Dealers through its automated system for reporting quotations and
shall not apply to transactions with a corporation into or with which the then
Tenant is merged or consolidated or to which substantially all of the then
Tenant's assets are transferred or to any corporation which controls or is
controlled by the then Tenant or is under common control with the then Tenant,
provided that in any of such events (i) the successor to Tenant has a net worth
computed in accordance with generally accepted accounting principles at least
equal to the greater of (1) the net worth of Tenant immediately prior to such
merger, consolidation or transfer, or (2) the net worth of the original Tenant
on the date of this Lease, and (ii) proof satisfactory to Landlord of such net
worth shall have been delivered to Landlord at least 10 days prior to the
effective date of any such transaction. For the purposes of this Section, the
words "voting stock" shall refer to shares of stock regularly entitled to vote
for the election of directors of the corporation. Landlord shall have the right
at any time and from time to time during the Term to inspect the stock record
books of the corporation to which the provisions of this Section 11.02 apply,
and Tenant will produce the same on request of Landlord.

      11.03 If this Lease is assigned, whether or not in violation of this
Lease, Landlord may collect rent from the assignee. If the Demised Premises or
any part thereof are sublet or used or occupied by anybody other than Tenant,
whether or not in violation of this Lease, Landlord may, after default by
Tenant, and expiration of Tenant's time to cure such default, collect rent from
the subtenant or occupant. In either event, Landlord may apply the net amount
collected to the Rent, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of any of the provisions of Section 11.01 or
Section 11.02, or the acceptance of the assignee, subtenant or occupant as
tenant, or a release of Tenant from the performance by Tenant of Tenant's
obligations under this Lease. The consent by Landlord to any assignment,
mortgaging, subletting or use or occupancy by others shall not in any way be
considered to relieve Tenant from obtaining the express written consent of
Landlord to any other or further assignment, mortgaging or subletting or use or
occupancy by others not expressly permitted by this Article 11. References in
this Lease to use or occupancy by others (that is, anyone other than Tenant)
shall not be construed as limited to subtenants and those claiming under or
through subtenants but shall be construed as including also licensees and others
claiming under or through Tenant, immediately or remotely.


                                       15


      11.04. Any permitted assignment or transfer, whether made with Landlord's
consent pursuant to Section 11.01 or without Landlord's consent if permitted by
Section 11.02, shall be made only if, and shall not be effective until, the
assignee shall execute, acknowledge and deliver to Landlord an agreement in form
and substance reasonably satisfactory to Landlord whereby the assignee shall
assume Tenant's obligations under this Lease and whereby the assignee shall
agree that all of the provisions in this Article 11 shall, notwithstanding such
assignment or transfer, continue to be binding upon it in respect to all future
assignments and transfers. Notwithstanding any assignment or transfer, whether
or not in violation of the provisions of this Lease, and notwithstanding the
acceptance of Rent by Landlord from an assignee, transferee, or any other party,
the original Tenant and any other person(s) who at any time was or were Tenant
shall remain fully liable for the payment of the Rent and for Tenant's other
obligations under this Lease.

      11.05. The liability of the original named Tenant and any other Person(s)
(including but not limited to any Guarantor) who at any time are or become
responsible for Tenant's obligations under this Lease shall not be discharged,
released or impaired by any agreement or stipulation made by Landlord extending
the time of, or modifying any of the terms or obligations under this Lease, or
by any waiver or failure of Landlord to enforce, any of this Lease.

      11.06. The listing of any name other than that of Tenant, whether on the
doors of the Demised Premises or the Building directory, or otherwise, shall not
operate to vest any right or interest in this Lease or in the Demised Premises,
nor shall it be deemed to be the consent of Landlord to any assignment or
transfer of this Lease or to any sublease of the Demised Premises or to the use
or occupancy thereof by others. Notwithstanding anything contained in this Lease
to the contrary, Landlord shall have the absolute right to withhold its consent
to an assignment or subletting to a Person who is otherwise a tenant or occupant
or prospective tenant or occupant of the Building, or of a building in the
Development owned or managed by Landlord or its affiliated entities and there is
then available space within the Development.

      11.07. Without limiting any of the provisions of Article 27, if pursuant
to the Federal Bankruptcy Code (or any similar law hereafter enacted having the
same general purpose), Tenant is permitted to assign this Lease notwithstanding
the restrictions contained in this Lease, adequate assurance of future
performance by an assignee expressly permitted under such Code shall be deemed
to mean the deposit of cash security in an amount equal to the sum of one (1)
year's Fixed Rent plus an amount equal to the Additional Charges for the
Calendar Year preceding the year in which such assignment is intended to become
effective, which deposit shall be held by Landlord for the balance of the Term,
without interest, as security for the full performance of all of Tenant's
obligations under this Lease, to be held and applied in the manner specified for
security in Article 8.

      11.08. If Tenant shall propose to assign or in any manner transfer this
Lease or any interest therein, or sublet the entire Demised Premises, or grant
any concession or license or otherwise permit occupancy of all of the Demised
Premises by any person, Tenant shall give notice thereof to Landlord, together
with a copy of the proposed instrument that is to accomplish same and such
financial and other information pertaining to the proposed assignee, transferee,
subtenant, concessionaire or licensee as Landlord shall reasonably require, and
Landlord may, in addition to Landlord's right to give or withhold consent,
terminate this Lease by notice given to Tenant within thirty (30) days after
receipt of said proposed instrument and financial and other information, and
upon the date specified in such notice, which date shall be not less than 30
days


                                       16


and not more than 60 days after the giving of said notice, this Lease shall
terminate. If Landlord does not so terminate this Lease, and (if Landlord
consents to the subject transaction or if Landlord's consent is not required to
same) if Tenant does not consummate the subject transaction within 60 days after
the last day on which Landlord might have so terminated this Lease as a result
of such transaction, Tenant shall again be required to comply with the
provisions of this Section 11.08 in connection with any such transaction as if
the notice by Tenant referred to above in this Section 11.08 had not been given.
Notwithstanding anything contained in this Lease to the contrary, Landlord shall
not be obligated to entertain or consider any request by Tenant to consent to
any proposed assignment of this Lease or sublet of all or any part of the
Demised Premises unless each request by Tenant is accompanied by a
non-refundable (except in the event of a recapture) fee payable to Landlord in
the amount of One Thousand Dollars ($1,000.00) to cover Landlord's
administrative, legal, and other costs and expenses incurred in processing each
of Tenant's requests. Neither Tenant's payment nor Landlord's acceptance of the
foregoing fee shall be construed to impose any obligation whatsoever upon
Landlord to consent to Tenant's request.

ARTICLE 12 - COMPLIANCE WITH LAWS

      12.01. Tenant shall comply with all Legal Requirements which shall, in
respect of the Demised Premises or the use and occupation thereof, or the
abatement of any nuisance in, on or about the Demised Premises, impose any
violation, order or duty on Landlord or Tenant; and Tenant shall pay all the
costs, expenses, fines, penalties and damages which may be imposed upon Landlord
or any Superior Lessor by reason of or arising out of Tenant's failure to fully
and promptly comply with and observe the provisions of this Section 12.01.
However, Tenant need not comply with any such law or requirement of any public
authority so long as Tenant shall be contesting the validity thereof, or the
applicability thereof to the Demised Premises, in accordance with Section 12.02.
Landlord represents to Tenant that it has received no written notice of any
violation of applicable Legal Requirements, and that to the best of Landlord's
knowledge, exclusive of compliance matters addressed by Landlord's Work or
Tenant's Work, the Demised Premises are presently in substantial compliance with
all Legal Requirements.

      12.02. Tenant may contest, by appropriate proceedings prosecuted
diligently and in good faith, the validity, or applicability to the Demised
Premises, of any Legal Requirement, provided that (a) Landlord shall not be
subject to criminal penalty or to prosecution for a crime, and neither the
Demised Premises nor any part thereof shall be subject to being condemned or
vacated, by reason of non-compliance or otherwise by reason of such contest; (b)
before the commencement of such contest, Tenant shall furnish to Landlord either
(i) the bond of a surety company satisfactory to Landlord, which bond shall be,
as to its provisions and form, satisfactory to Landlord, and shall be in an
amount at least equal to 125% of the cost of such compliance (as estimated by a
reputable contractor designated by Landlord) and shall indemnify Landlord
against the cost thereof and against all liability for damages, interest,
penalties and expenses (including reasonable attorneys' fees and expenses),
resulting from or incurred in connection with such contest or non-compliance, or
(ii) other security in place of such bond satisfactory to Landlord; (c) such
non-compliance or contest shall not constitute or result in any violation of any
Superior Lease or Superior Mortgage, or if any such Superior Lease and/or
Superior Mortgage shall permit such non-compliance or contest on condition of
the taking of action or furnishing of security by Landlord, such action shall be
taken and such security shall be furnished at the expense of Tenant; and (d)
Tenant shall keep Landlord advised as to the status of such proceedings. Without
limiting the application of the above, Landlord shall be deemed subject to
prosecution for a crime if Landlord, or its managing agent, or any officer,
director, partner, shareholder or employee of Landlord or its managing agent, as
an individual, is charged with a crime of any kind or degree whatsoever,


                                       17


whether by service of a summons or otherwise, unless such charge is withdrawn
before Landlord or its managing agent, or such officer, director, partner,
shareholder or employee of Landlord or its managing agent (as the case may be)
is required to plead or answer thereto. Notwithstanding anything contained in
this Lease to the contrary, Tenant shall not file any Real Estate Tax Appeal
with respect to the Land, Building or the Demised Premises.

ARTICLE 13 - INSURANCE AND INDEMNITY

      13.01. Landlord shall maintain or cause to be maintained All Risk
insurance in respect of the Building and other improvements on the Land normally
covered by such insurance (except for the property Tenant is required to cover
with insurance under Section 13.02 and similar property of other tenants and
occupants of the Building or buildings and other improvements which are on land
neither owned by nor leased to Landlord) for the benefit of Landlord, any
Superior Lessors, any Superior Mortgagees and any other parties Landlord may at
any time and from time to time designate, as their interests may appear, but not
for the benefit of Tenant, and shall maintain rent insurance as required by any
Superior Lessor or any Superior Mortgagee. The All Risk insurance will be in the
amounts required by any Superior Lessor or any Superior Mortgagee but not less
than the amount sufficient to avoid the effect of the co-insurance provisions of
the applicable policy or policies. Landlord may also maintain any other forms
and types of insurance which Landlord shall deem reasonable in respect of the
Building and Land. Landlord shall have the right to provide any insurance
maintained or caused to be maintained by it under blanket policies.

      13.02. Tenant shall maintain the following insurance: (a) comprehensive
general public liability insurance in respect of the Demised Premises and the
conduct and operation of business therein, having not less than a $5,000,000.00
combined single limit per occurrence for bodily injury or death to any one
person and for bodily injury or death to any number of persons in any one
occurrence, and for property damage, including water damage and sprinkler
leakage legal liability (coverage to include but not be limited to (i) premises
operation, completed operations, broad form contractual liability and product
liability, (ii) comprehensive automobile, truck and vehicle liability insurance
covering all owned, hired and non-owned vehicles used by the contractor(s) in
connection with their work and any loading of such vehicles, with limits as
stated above and (iii) worker's compensation, employers liability and
occupational disease insurance as required by statutes, but in any event not
less than $500,000.00 for Coverage B covering all damages and injuries arising
from each accident or occupational disease) and (b) All Risk insurance in
respect of Tenant's stock in trade, fixtures, furniture, furnishings, removable
floor coverings, equipment, signs and all other property of Tenant in the
Demised Premises in any amounts required by any Superior Lessor or any Superior
Mortgagee but not less than eighty percent (80%) of the full insurable value of
the property covered and not less than the amount sufficient to avoid the effect
of the co-insurance provisions of the applicable policy or policies, and (c)
such other insurance as is required for compliance with the Insurance
Requirements. Landlord may at any time and from time to time require that the
limits for the comprehensive general public liability insurance to be maintained
by Tenant be increased to the limits that new tenants in the Building are
required by Landlord to maintain. Tenant shall deliver to Landlord and any
additional named insured(s) certificates for such fully paid-for policies upon
execution hereof. Upon request of Landlord, Tenant shall furnish Landlord with
copies of all such insurance policies. Tenant shall procure and pay for renewals
of such insurance from time to time before the expiration thereof, and Tenant
shall deliver to Landlord and any additional insured(s) certificates therefor at
least thirty (30) days before the expiration of any existing policy. All such
policies shall be issued by companies of recognized responsibility, having a
Bests Key Rating Guide of not less than A, Class VII, licensed


                                       18


to do business in New Jersey, and all such policies shall contain a provision
whereby the same cannot be canceled unless Landlord and any additional
insured(s) are given at least thirty (30) days' (ten (10) days in the case of
non-payment of premium) prior written notice of such cancellation. The
certificates of insurance to be delivered to Landlord by Tenant shall be on an
ACORD 27 form or its equivalent and shall name Landlord as an additional insured
and, at Landlord's request, shall also name any Superior Lessors or Superior
Mortgagees as additional insureds, and the following phrase must be typed on the
certificate of insurance: "Hartz Mountain Industries, Inc., and its respective
subsidiaries, affiliates, associates, joint ventures, and partnerships, are
hereby named as additional insureds as their interests may appear (and if
Landlord has so requested, Tenant shall include any Superior Lessors and
Superior Mortgagees as additional insured(s)). It is intended for this insurance
to be primary and non-contributing." Tenant shall give Landlord at least thirty
(30) days' prior written notice that any such policy is being canceled or
replaced. Tenant's obligations to carry the insurance provided for herein may be
brought within the coverage of a so-called blanket policy of insurance carried
and maintained by Tenant; provided, however, that (i) certificates of insurance
(on ACORD 27 form or equivalent) are delivered to Landlord and that Landlord
shall be named as an additional insured thereunder, as its interest may appear
as more particularly required hereinabove, (ii) the coverage afforded Landlord
shall not be reduced or diminished by reason of the use of such blanket policy
of insurance, (iii) the requirements set forth herein are otherwise satisfied;
(iv) such blanket policy shall reference the Demised Premises and guarantee a
minimum limit available for the Demised Premises equal to the insurance amounts
required in this Lease; and (v) Tenant agrees to make available to Landlord, at
all reasonable times, the original policies of insurance.

      13.03. Tenant shall not do, permit or suffer to be done any act, matter,
thing or failure to act in respect of the Demised Premises or use or occupy the
Demised Premises or conduct or operate Tenant's business in any manner
objectionable to any insurance company or companies whereby the fire insurance
or any other insurance then in effect in respect of the Land and Building or any
part thereof shall become void or suspended or whereby any premiums in respect
of insurance maintained by Landlord shall be higher than those which would
normally have been in effect for the occupancy contemplated under the Permitted
Uses. In case of a breach of the provisions of this Section 13.03, in addition
to all other rights and remedies of Landlord hereunder, Tenant shall (a)
indemnify Landlord and the Superior Lessors and hold Landlord and the Superior
Lessors harmless from and against any loss which would have been covered by
insurance which shall have become void or suspended because of such breach by
Tenant and (b) pay to Landlord any and all increases of premiums on any
insurance, including, without limitation, rent insurance, resulting from any
such breach.

      13.04. Tenant shall indemnify and hold harmless Landlord and all Superior
Lessors and its and their respective partners, joint venturers, directors,
officers, agents, servants and employees from and against any and all claims
arising from or in connection with (a) the conduct or management of the Demised
Premises or of any business therein, or any work or thing whatsoever done, or
any condition created (other than by Landlord) in the Demised Premises during
the Term or during the period of time, if any, prior to the Commencement Date
that Tenant may have been given access to the Demised Premises; (b) any act,
omission or negligence of Tenant or any of its subtenants or licensees or its or
their partners, joint venturers, directors, officers, agents, employees or
contractors; (c) any accident, injury or damage whatever (unless caused solely
by Landlord's negligence) occurring in the Demised Premises; and (d) any breach
or default by Tenant in the full and prompt payment and performance of Tenant's
obligations under this Lease; together with all costs, expenses and liabilities
incurred in or in connection with each such claim or


                                       19


action or proceeding brought thereon, including, without limitation, all
attorneys' fees and expenses. In case any action or proceeding is brought
against Landlord and/or any Superior Lessor and/or its or their partners, joint
venturers, directors, officers, agents and/or employees in connection with
conduct or management of the Demised Premises or by reason of any claim referred
to above, Tenant, upon notice from Landlord or such Superior Lessor, shall, at
Tenant's cost and expense, resist and defend such action or proceeding by
counsel reasonably satisfactory to Landlord.

      13.05. Neither party shall be liable or responsible for, and each party
hereby releases the other from, all liability and responsibility to any Person
claiming by, through or under the other, by way of subrogation, for any injury,
loss or damage to any property in or around the Demised Premises or to the
other's business covered by insurance carried or required to be carried
hereunder irrespective of the cause of such injury, loss or damage, and each
party shall require its insurers to include in all of such party's insurance
policies which could give rise to a right of subrogation against the other a
clause or endorsement whereby the insurer waives any rights of subrogation
against the other or permits the insured, prior to any loss, to agree with a
third party to waive any claim it may have against said third party without
invalidating the coverage under the insurance policy.

ARTICLE 14 - RULES AND REGULATIONS

      14.01. Tenant and its employees and agents shall faithfully observe and
comply with the Rules and Regulations and such reasonable changes therein
(whether by modification, elimination or addition) as Landlord at any time or
times hereafter may make and communicate to Tenant, which in Landlord's
judgment, shall be necessary for the reputation, safety, care or appearance of
the Land and Building, or the preservation of good order therein, or the
operation or maintenance of the Building or its equipment and fixtures, or the
Common Areas, and which do not unreasonably affect the conduct of Tenant's
business in the Demised Premises; provided, however, that in case of any
conflict or inconsistency between the provisions of this Lease and any of the
Rules and Regulations, the provisions of this Lease shall control. Nothing in
this Lease contained shall be construed to impose upon Landlord any duty or
obligation to enforce the Rules and Regulations against any other tenant or any
employees or agents of any other tenant, and Landlord shall not be liable to
Tenant for violation of the Rules and Regulations by any other tenant or its
employees, agents, invitees or licensees. Landlord shall not discriminatorily
enforce any Rule or Regulation against Tenant which Landlord is not enforcing,
to the extent applicable, against the other Tenants in the Building.

ARTICLE 15 - ALTERATIONS AND SIGNS

      15.01. Tenant shall not make any alterations or additions to the Demised
Premises, or make any holes or cuts in the walls, ceilings, roofs, or floors
thereof, or change the exterior color or architectural treatment of the Demised
Premises, without on each occasion first obtaining the consent of Landlord.
Landlord's consent shall not be required for any non-structural interior
alteration of the Demised Premises which does not adversely affect the structure
of the Building or functional utility of the Building for the Permitted Uses.
Tenant agrees to give Landlord notice of any non-structural alteration costing
more than Fifty Thousand Dollars ($50,000.00). Landlord agrees that it shall not
unreasonably withhold or delay its consent to structural or non-structural
alterations provided same do not adversely affect the structure of the Building
or the functional utility of the Building for the Permitted Uses. Tenant shall
submit to Landlord plans and specifications for such work at the time Landlord's
consent is sought. Notwithstanding anything


                                       20


contained to the contrary herein, if Landlord has not responded to Tenant's
submission of plans and specifications within fifteen (15) Business Days after
receipt thereof, Tenant's plans and specifications so submitted shall be deemed
approved. At the time such consent is granted, Tenant shall agree (or if no
consent is required, upon request of Landlord upon notification by Tenant of
such alteration) to restore the Demised Premises on or before the Expiration
Date to their condition as of the Commencement Date, reasonable wear and tear
excepted and subject to Article 24. Tenant shall pay to Landlord upon demand the
reasonable cost and expense of Landlord actually incurred to third parties in
(a) reviewing said plans and specifications and (b) inspecting the alterations
to determine whether the same are being performed in accordance with the
approved plans and specifications and all Legal Requirements and Insurance
Requirements, including, without limitation, the fees of any architect or
engineer employed by Landlord for such purpose. Before proceeding with any
permitted alteration which will cost more than $100,000 (other than the initial
Tenant's Work and exclusive of the costs of decorating work and items
constituting Tenant's Property), as estimated by a reputable independent
contractor designated by Landlord, Tenant shall obtain and deliver to Landlord
either (i) a performance bond and a labor and materials payment bond (issued by
a corporate surety licensed to do business in New Jersey), each in an amount
equal to 125% of such estimated cost and in form reasonably satisfactory to
Landlord, or (ii) such other security as shall be reasonably satisfactory to
Landlord. Tenant shall fully and promptly comply with and observe the Rules and
Regulations then in force in respect of the making of alterations. Any review or
approval by Landlord of any plans and/or specifications with respect to any
alterations is solely for Landlord's benefit, and without any representation or
warranty whatsoever to Tenant in respect of the adequacy, correctness or
efficiency thereof or otherwise.

      15.02. Tenant shall obtain all necessary governmental permits and
certificates for the commencement and prosecution of permitted alterations and
for final approval thereof upon completion, and shall cause alterations to be
performed in compliance with all applicable Legal Requirements and Insurance
Requirements. Alterations shall be diligently performed in a good and
workmanlike manner, using new materials and equipment at least equal in quality
and class to the better of (a) the original installations of the Building, or
(b) the then standards for the Building established by Landlord. Alterations
shall be performed by contractors first approved by Landlord; provided, however,
that any alterations in or to the mechanical, electrical, sanitary, heating,
ventilating, air conditioning or other systems of the Building shall be
performed only by the contractor(s) reasonably acceptable to Landlord.
Alterations shall be made in such manner as not to unreasonably interfere with
or delay and as not to impose any additional expense upon Landlord in the
construction, maintenance, repair or operation of the Building; and if any such
additional expense shall be incurred by Landlord as a result of Tenant's making
of any alterations, Tenant shall pay any such additional expense upon demand.
Throughout the making of alterations, Tenant shall carry, or cause to be
carried, workmen's compensation insurance in statutory limits and general
liability insurance, with completed operation endorsement, for any occurrence in
or about the Building, under which Landlord and its managing agent and any
Superior Lessor whose name and address shall previously have been furnished to
Tenant shall be named as parties insured, in such limits as Landlord may
reasonably require, with insurers reasonably satisfactory to Landlord. Tenant
shall furnish Landlord with reasonably satisfactory evidence that such insurance
is in effect at or before the commencement of alterations and, on request, at
reasonable intervals thereafter during the making of alterations.

      15.03. Tenant shall not place any signs on the roof, exterior walls or
grounds of the Demised Premises without first obtaining Landlord's written
consent thereto. Landlord shall not


                                       21


unreasonably withhold or delay its consent to (i) a sign indicating Tenant's (or
other identifying information) on the exterior of the Demised Premises, or (ii)
directional signs indicating the location of Tenant's loading areas. In placing
any sign on or about the Demised Premises, Tenant shall, at its expense,
maintain such sign, repair any damage caused to the Building, comply with all
applicable Legal Requirements, obtain all required permits and/or licenses and
agree to remove said sign and repair all damage to the Building caused by such
removal at or prior to the Expiration Date.

ARTICLE 16 - LANDLORD'S AND TENANT'S PROPERTY

      16.01. All fixtures, equipment, improvements and appurtenances attached to
or built into the Demised Premises at the commencement of or during the Term,
whether or not by or at the expense of Tenant, shall be and remain a part of the
Demised Premises, shall be deemed to be the property of Landlord and shall not
be removed by Tenant, except as provided in Section 16.02. Further, any
carpeting or other personal property in the Demised Premises on the Commencement
Date, unless installed and paid for by Tenant, shall be and shall remain
Landlord's property and shall not be removed by Tenant.

      16.02. All movable partitions, business and trade fixtures, machinery and
equipment, communications equipment and office equipment, whether or not
attached to or built into the Demised Premises, which are installed in the
Demised Premises by or for the account of Tenant without expense to Landlord and
can be removed without structural damage to the Building and all furniture,
furnishings, and other movable personal property owned by Tenant and located in
the Demised Premises (collectively, "Tenant's Property") shall be and shall
remain the property of Tenant and may be removed by Tenant at any time during
the Term; provided that if any of the Tenant's Property is removed, Tenant shall
repair or pay the cost of repairing any damage to the Demised Premises, the
Building or the Common Areas resulting from the installation and/or removal
thereof. Any equipment or other property for which Landlord shall have granted
any allowance or credit to Tenant shall not be deemed to have been installed by
or for the account of Tenant without expense to Landlord, shall not be
considered as the Tenant's Property and shall be deemed the property of
Landlord.

      16.03. At or before the Expiration Date or the date of any earlier
termination of this Lease, or within fifteen (15) days after such an earlier
termination date, Tenant shall remove from the Demised Premises all of the
Tenant's Property (except such items thereof as Landlord shall have expressly
permitted to remain, which property shall become the property of Landlord if not
removed), and Tenant shall repair any damage to the Demised Premises, the
Building and the Common Areas resulting from any installation and/or removal of
the Tenant's Property. Any items of the Tenant's Property which shall remain in
the Demised Premises after the Expiration Date or after a period of fifteen (15)
days following an earlier termination date, may, at the option of Landlord, be
deemed to have been abandoned, and in such case such items may be retained by
Landlord as its property or disposed of by Landlord, without accountability, in
such manner as Landlord shall determine at Tenant's expense.

      16.04. At or before the Expiration Date or the date of any earlier
termination of this Lease, or within fifteen (15) days after such an earlier
termination date, Tenant shall, at Tenant's sole cost and expense, remove from
the Demised Premises such rack system as may be installed in the Demised
Premises and Tenant shall repair any damage to the Demised Premises, the
Building and the Common Areas resulting from any installation and/or removal
thereof. Such removal shall


                                       22


be in accordance with the following procedures, unless Landlord shall advise
Tenant to the contrary by written notice to Tenant:

      Core a hole centered over the anchor bolt with a core bit 1.5 times larger
than the bolt to be removed, but in no event smaller than 1" in diameter.

      Core hole shall be drilled to a depth equal to the bolt depth, but not
less than 2" deep. Remove the cored concrete with the anchor bolt from the hole.
Clean all concrete slurry and debris from area to be patched.

      Fill the cored hole with a polymer-modified non-shrink mortar,
specifically SikaTop 122 or Master Builders Ceilcote 648 CP, or equivalent, and
finish to match surrounding concrete surface.




                                       23


ARTICLE 17 - REPAIRS AND MAINTENANCE

      17.01. Tenant shall, throughout the Term, take good care of the Demised
Premises, the fixtures and appurtenances therein, and shall not do, suffer, or
permit any waste with respect thereto. Tenant shall keep and maintain the
Demised Premises including without limitation all building equipment, windows,
doors, loading bay doors and shelters, plumbing and electrical systems, heating,
ventilating and air conditioning ("HVAC") systems (whether located in the
interior of the Demised Premises or on the exterior of the Building) in a clean
and orderly condition. Tenant shall, at Landlord's option, keep and maintain in
a clean and orderly condition all HVAC systems and any other mechanical or other
systems exclusively serving the Demised Premises which are located in whole or
in part outside of the Demised Premises (it being understood and agreed that if
Landlord shall elect to keep and maintain said systems, then the cost of same
shall be included in Operating Expenses). Tenant shall keep and maintain all
exterior components of any windows, doors, loading bay doors and shelters
serving the Demised Premises in a clean and orderly condition. The phrase "keep
and maintain" as used herein includes repairs, replacement and/or restoration as
appropriate. Tenant shall not permit or suffer any over-loading of the floors of
the Demised Premises. Tenant shall be responsible for all repairs, interior and
exterior, structural and nonstructural, ordinary and extraordinary, in and to
the Demised Premises, and the Building (including the facilities and systems
thereof) and the Common Areas the need for which arises out of (a) the
performance or existence of the Tenant's Work or alterations, (b) the
installation, use or operation of the Tenant's Property in the Demised Premises,
(c) the moving of the Tenant's Property in or out of the Building, or (d) the
act, omission, misuse or neglect of Tenant or any of its subtenants or its or
their employees, agents, contractors or invitees. Upon request by Landlord,
Tenant shall furnish Landlord with true and complete copies of maintenance
contracts and with copies of all invoices for work performed, confirming
Tenant's compliance with its obligations under this Article. In the event Tenant
fails to furnish such copies, Landlord shall have the right, at Tenant's cost
and expense, to conduct such inspections or surveys as may be required to
determine whether or not Tenant is in compliance with this Article and to have
any work required of Tenant performed at Tenant's cost and expense. Tenant shall
promptly replace all scratched, damaged or broken doors and glass in and about
the Demised Premises and shall be responsible for all repairs, maintenance and
replacement of wall and floor coverings in the Demised Premises and for the
repair and maintenance of all sanitary and electrical fixtures and equipment
therein. The Tenant shall also arrange for its own cleaning services and rubbish
removal, subject to the right of Landlord, at Landlord's option to perform such
services and include the cost of such services in Operating Expenses. Tenant
shall promptly make all repairs in or to the Demised Premises for which Tenant
is responsible, and any repairs required to be made by Tenant to the mechanical,
electrical, sanitary, heating, ventilating, air-conditioning or other systems of
the Building shall be performed only by contractor(s) designated by Landlord.
Any other repairs in or to the Building and the facilities and systems thereof
for which Tenant is responsible shall be performed by Landlord at Tenant's
expense; but Landlord may, at its option, before commencing any such work or at
any time thereafter, require Tenant to furnish to Landlord such security, in
form (including, without limitation, a bond issued by a corporate surety
licensed to do business in New Jersey) and amount, as Landlord shall deem
necessary to assure the payment for such work by Tenant.

      17.02. So long as Tenant is not in default under this Lease, Landlord
shall make all structural repairs and replacements, including, specifically, the
roof and roof membrane (except as hereinabove provided in Section 17.01) and the
cost thereof shall be included in Operating


                                       24


Expenses, for which Tenant shall pay Tenant's Fraction. Landlord shall keep and
maintain the Common Areas and shall procure landscaping and snow removal
services for the Building and the cost thereof shall be included in Operating
Expenses, for which Tenant shall pay Tenant's Fraction. Notwithstanding anything
herein contained to the contrary, to the extent the Operating Expenses include
an expenditure for a capital improvement, as defined under generally accepted
accounting principles (including but not limited to the roof membrane), Tenant
shall only be responsible for that portion of the cost of said capital
improvement as is determined by amortizing said cost over the useful life of the
capital improvement; an annual amount equal to the amortized cost of the capital
improvement plus an interest component equal to the Prime Rate of the Chase
Manhattan Bank plus four percent per annum shall be then added to the Operating
Expenses and paid by Tenant over the then remaining Term (or extension thereof)
of the Lease.

      17.03. Tenant shall not permit or suffer the overloading of the floors of
the Demised Premises beyond 250 pounds per square foot, or lesser amount as may
be applicable to any mezzanine area.

      17.04. Except as otherwise expressly provided in this Lease, Landlord
shall have no liability to Tenant, nor shall Tenant's covenants and obligations
under this Lease be reduced or abated in any manner whatsoever, by reason of any
inconvenience, annoyance, interruption or injury to business arising from
Landlord's doing any repairs, maintenance, or changes which Landlord is required
or permitted by this Lease, or required by Law, to make in or to any portion of
the Building.

ARTICLE 18 - UTILITY CHARGES

      18.01. Tenant shall pay all charges for gas, water, sewer, electricity,
heat or other utility or service supplied to the Demised Premises as measured by
meters relating to Tenant's use, and any cost of repair, maintenance,
replacement, and reading of any meters measuring Tenant's consumption thereof.
If any utilities or services are not separately metered or assessed or are only
partially separately metered or assessed and are used in common with other
tenants or occupants of the Building, Tenant shall pay to Landlord on demand
Tenant's proportionate share of such charges for utilities and/or services,
which shall be such charges multiplied by a fraction the numerator of which
shall be the Floor Space in the Demised Premises and the denominator of which
shall be the Floor Space of all tenants and occupants of the Building using such
utilities and/or services. In the event Landlord determines that Tenant's
utilization of any such service exceeds the fraction referred to above, Tenant's
proportionate share with respect to such service shall, at Landlord's option,
mean the percentage of any such service (but not less than the fraction referred
to above) which Landlord reasonably estimates as Tenant's utilization thereof.
Tenant expressly agrees that Landlord shall not be responsible for the failure
of supply to Tenant of any of the aforesaid, or any other utility service.
Landlord shall not be responsible for any public or private telephone service to
be installed in the space, particularly conduit, if required.

      18.02. Tenant's use of electric energy in the Demised Premises shall not
at any time exceed the capacity of any of the electrical conductors and
equipment in or otherwise serving the Demised Premises. In order to insure that
such capacity is not exceeded and to avert possible adverse effect upon the
Building's electric service, Tenant shall not, without Landlord's prior consent
in each instance (which shall not be unreasonably withheld), connect any
fixtures, appliances or equipment to the Building's electric distribution system
or make any alteration or addition to the electric system of the Demised
Premises existing on the Commencement Date.


                                       25


Should Landlord grant such consent, all additional risers or other equipment
required therefor shall be provided by Landlord and the cost thereof shall be
paid by Tenant to Landlord on demand.

ARTICLE 19 - ACCESS, CHANGES AND NAME

      19.01. Except for the space within the inside surfaces of all walls, hung
ceilings, floors, windows and doors bounding the Demised Premises, all of the
Building, including, without limitation, exterior Building walls, core corridor
walls and doors and any core corridor entrance, any terraces or roofs adjacent
to the Demised Premises, and any space in or adjacent to the Demised Premises
used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other
utilities, sinks or other Building facilities and the use thereof, as well as
access thereto through the Demised Premises for the purpose of operating,
maintenance, decoration and repair, are reserved to Landlord. Landlord also
reserves the right, to install, erect, use and maintain pipes, ducts and
conduits in and through the Demised Premises, provided such are (1) properly
enclosed, (2) do not interfere with Tenant's use and occupancy of the Demised
Premises, and (3) do not reduce the size of the useable area of the Demised
Premises, except in a de minimis manner.

      19.02. Landlord and its agents shall have the right to enter and/or pass
through the Demised Premises at all reasonable times upon reasonable prior
notice to Tenant, which may be oral, from Landlord, except in the event of
emergency (a) to examine the Demised Premises and to show them to actual and
prospective Superior Lessors, Superior Mortgagees, or prospective purchasers of
the Building, and (b) to make such repairs, alterations, additions and
improvements in or to the Demised Premises and/or in or to the Building or its
facilities and equipment as Landlord is required or desires to make. Landlord
shall be allowed to take all materials into and upon the Demised Premises that
may be required in connection therewith, without any liability to Tenant and
without any reduction of Tenant's obligations hereunder. During the period of
nine (9) months prior to the Expiration Date, Landlord and its agents may
exhibit the Demised Premises to prospective tenants.

      19.03. If at any time any windows of the Demised Premises are temporarily
darkened or obstructed by reason of any repairs, improvements, maintenance
and/or cleaning in or about the Building, or if any part of the Building or the
Common Areas, other than the Demised Premises, is temporarily or permanently
closed or inoperable, the same shall not be deemed a constructive eviction and
shall not result in any reduction or diminution of Tenant's obligations under
this Lease.

      19.04.  [Intentionally Omitted]

      19.05. Landlord reserves the right, at any time and from time to time, to
make such changes, alterations, additions and improvements in or to the Building
and the fixtures and equipment thereof as Landlord shall deem necessary or
desirable.

      19.06. Landlord may adopt any name for the Building. Landlord reserves the
right to change the name and/or address of the Building at any time.

ARTICLE 20 - MECHANICS' LIENS AND OTHER LIENS

      20.01. Nothing contained in this Lease shall be construed to imply any
consent of Landlord to subject Landlord's interest or estate to any liability
under any mechanic's, construction or other lien law. If any lien or any Notice
of Intention (to file a lien), Lis Pendens, or Notice of Unpaid


                                       26


Balance and Right to File Lien is filed against the Land, the Building, or any
part thereof, or the Demised Premises, or any part thereof, for any work, labor,
services or materials claimed to have been performed or furnished for or on
behalf of Tenant, or anyone holding any part of the Demised Premises through or
under Tenant, Tenant shall cause the same to be canceled and discharged of
record by payment, bond or order of a court of competent jurisdiction within
fifteen (15) days after notice by Landlord to Tenant.

ARTICLE 21 - NON-LIABILITY AND INDEMNIFICATION

      21.01. Neither Landlord nor any partner, joint venturer, director,
officer, agent, servant or employee of Landlord shall be liable to Tenant for
any loss, injury or damage to Tenant or to any other Person, or to its or their
property, irrespective of the cause of such injury, damage or loss, unless
caused by or resulting from the negligence of Landlord, its agents, servants or
employees in the operation or maintenance of the Land or Building without
contributory negligence on the part of Tenant or any of its subtenants or
licensees or its or their employees, agents or contractors. Further, neither
Landlord nor any partner, joint venturer, director, officer, agent, servant or
employee of Landlord shall be liable (a) for any such damage caused by other
tenants or Persons in, upon or about the Land or Building, or caused by
operations in construction of any private, public or quasi-public work; or (b)
even if negligent, for consequential damages arising out of any loss of use of
the Demised Premises or any equipment or facilities therein by Tenant or any
Person claiming through or under Tenant.

      21.02.  [Intentionally Omitted].

      21.03. Notwithstanding any provision to the contrary, Tenant shall look
solely to the estate and property of Landlord in and to the Land and Building
(or the proceeds received by Landlord on a sale of such estate and property but
not the proceeds of any financing or refinancing thereof) in the event of any
claim against Landlord arising out of or in connection with this Lease, the
relationship of Landlord and Tenant or Tenant's use of the Demised Premises or
the Common Areas, and Tenant agrees that the liability of Landlord arising out
of or in connection with this Lease, the relationship of Landlord and Tenant or
Tenant's use of the Demised Premises or the Common Areas shall be limited to
such estate and property of Landlord (or sale proceeds). No other properties or
assets of Landlord or any partner, joint venturer, director, officer, agent,
servant or employee of Landlord shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgement (or other judicial
process) or for the satisfaction of any other remedy of Tenant arising out of,
or in connection with, this Lease, the relationship of Landlord and Tenant or
Tenant's use of the Demised Premises or the Common Areas and if Tenant shall
acquire a lien on or interest in any other properties or assets by judgment or
otherwise, Tenant shall promptly release such lien on or interest in such other
properties and assets by executing, acknowledging and delivering to Landlord an
instrument to that effect prepared by Landlord's attorneys. Tenant hereby waives
the right of specific performance and any other remedy allowed in equity if
specific performance or such other remedy could result in any liability of
Landlord for the payment of money to Tenant, or to any court or governmental
authority (by way of fines or otherwise) for Landlord's failure or refusal to
observe a judicial decree or determination, or to any third party.

ARTICLE 22 - DAMAGE OR DESTRUCTION


                                       27


      22.01. If the Building or the Demised Premises shall be partially or
totally damaged or destroyed by fire or other casualty (and if this Lease shall
not be terminated as in this Article 22 hereinafter provided), Landlord shall
repair the damage and restore and rebuild the Building and/or the Demised
Premises (except for the Tenant's Property) with reasonable dispatch after
notice to it of the damage or destruction and the collection of the insurance
proceeds attributable to such damage.

      22.02. Subject to the provisions of Section 22.05, if all or part of the
Demised Premises shall be damaged or destroyed or rendered completely or
partially untenantable on account of fire or other casualty, the Rent shall be
abated or reduced, as the case may be, in the proportion that the untenantable
area of the Demised Premises bears to the total area of the Demised Premises (to
the extent of rent insurance proceeds received by the Landlord) for the period
from the date of the damage or destruction to (a) the date the damage to the
Demised Premises shall be substantially repaired, or (b) if the Building and not
the Demised Premises is so damaged or destroyed, the date on which the Demised
Premises shall be made tenantable; provided, however, should Tenant reoccupy a
portion of the Demised Premises during the period the repair or restoration work
is taking place and prior to the date that the Demised Premises are
substantially repaired or made tenantable the Rent allocable to such reoccupied
portion, based upon the proportion which the area of the reoccupied portion of
the Demised Premises bears to the total area of the Demised Premises, shall be
payable by Tenant from the date of such occupancy.

22.03. If (a) the Building or the Demised Premises shall be totally damaged or
destroyed by fire or other casualty, or (b) the Building shall be so damaged or
destroyed by fire or other casualty (whether or not the Demised Premises are
damaged or destroyed) that its repair or restoration requires the expenditure,
as estimated by a reputable contractor or architect designated by Landlord, of
more than twenty (20%) (or ten percent [10%] if such casualty occurs during the
last two [2] years of the Term) of the full insurable value of the Building
immediately prior to the casualty, or (c) the Building shall be damaged or
destroyed by fire or other casualty (whether or not the Demised Premises are
damaged or destroyed) and either the loss shall not be covered by Landlord's
insurance or the net insurance proceeds (after deducting all expenses in
connection with obtaining such proceeds) shall, in the estimation of a reputable
contractor or architect designated by Landlord be insufficient to pay for the
repair or restoration work, then in either such case Landlord may terminate this
Lease by giving Tenant notice to such effect within ninety (90) days after the
date of the fire or other casualty. Notwithstanding any of the foregoing to the
contrary, if the Building shall be so damaged or destroyed by fire or other
casualty so that it is rendered untenantable for Tenant's use and occupancy and
its repair would take more than eighteen (18) months from the date of the fire
or other casualty to accomplish (the "Restoration Period"), as reasonably
estimated by the Architect, (the "Architect's Determination"), then Tenant shall
have the right to terminate this Lease upon written notice to Landlord given
within thirty (30) days of notice of the Architect's Determination. Landlord
shall give Tenant written notice of the Architect's Determination within sixty
(60) days of such damage or destruction.

      22.04. Tenant shall not be entitled to terminate this Lease, except as
otherwise provided above, and no damages, compensation or claim shall be payable
by Landlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Building pursuant to this Article
22. Landlord shall use its best efforts to make such repair or restoration
promptly and in such manner as to not unreasonably interfere with Tenant's use
and occupancy of the Demised Premises, but Landlord shall not be required to do
such repair or restoration work except during Business Hours on Business Days.


                                       28


      22.05. Notwithstanding any of the foregoing provisions of this Article 22,
if by reason of some act or omission on the part of Tenant or any of its
subtenants or its or their partners, directors, officers, servants, employees,
agents or contractors, either (a) Landlord or any Superior Lessor or any
Superior Mortgagee shall be unable to collect all of the insurance proceeds
(including, without limitation, rent insurance proceeds) applicable to damage or
destruction of the Demised Premises or the Building by fire or other casualty,
or (b) the Demised Premises or the Building shall be damaged or destroyed or
rendered completely or partially untenantable on account of fire or other
casualty, then, without prejudice to any other remedies which may be available
against Tenant, there shall be no abatement or reduction of the Rent. Further,
nothing contained in this Article 22 shall relieve Tenant from any liability
that may exist as a result of any damage or destruction by fire or other
casualty.

      22.06. Landlord will not carry insurance of any kind on the Tenant's
Property and, except as provided by law or by reason of Landlord's breach of any
of its obligations hereunder, shall not be obligated to repair any damage to or
replace the Tenant's Property.

      22.07. The provisions of this Article 22 shall be deemed an express
agreement governing any case of damage or destruction of the Demised Premises
and/or Building by fire or other casualty, and any law providing for such a
contingency in the absence of an express agreement, now or hereafter in force,
shall have no application in such case.

ARTICLE 23 - EMINENT DOMAIN

      23.01 If the whole of the Demised Premises shall be taken by any public or
quasi-public authority under the power of condemnation, eminent domain or
expropriation, or in the event of conveyance of the whole of the Demised
Premises in lieu thereof, this Lease shall terminate as of the day possession
shall be taken by such authority. If 25% or less of the Floor Space of the
Demised Premises shall be so taken or conveyed, this Lease shall terminate only
in respect of the part so taken or conveyed as of the day possession shall be
taken by such authority. If more than 25% of the Floor Space of the Demised
Premises shall be so taken or conveyed, this Lease shall terminate only in
respect of the part so taken or conveyed as of the day possession shall be taken
by such authority, but either party shall have the right to terminate this Lease
upon notice given to the other party within 30 days after such taking
possession. If more than 25% of the Floor Space of the Building shall be so
taken or conveyed, Landlord may, by notice to Tenant, terminate this Lease as of
the day possession shall be taken. If so much of the parking facilities shall be
so taken or conveyed that the number of parking spaces necessary, in Landlord's
judgment, for the continued operation of the Building shall not be available,
Landlord shall, by notice to Tenant, terminate this Lease as of the day
possession shall be taken. If this Lease shall continue in effect as to any
portion of the Demised Premises not so taken or conveyed, the Rent shall be
computed as of the day possession shall be taken on the basis of the remaining
Floor Space of the Demised Premises. Except as specifically provided herein, in
the event of any such taking or conveyance there shall be no reduction in Rent.
If this Lease shall continue in effect, Landlord shall, at its expense, but
shall be obligated only to the extent of the net award or other compensation
(after deducting all expenses in connection with obtaining same) available to
Landlord for the improvements taken or conveyed (excluding any award or other
compensation for land or for the unexpired portion of the term of any Superior
Lease), make all necessary alterations so as to constitute the remaining
Building a complete architectural and tenantable unit, except for the Tenant's
Property, and Tenant shall make all alterations or replacements to the Tenant's
Property


                                       29


and decorations in the Demised Premises. All awards and compensation for any
taking or conveyance, whether for the whole or a part of the Land or Building,
the Demised Premised or otherwise, shall be the property of Landlord, and Tenant
hereby assigns to Landlord all of Tenant's right, title and interest in and to
any and all such awards and compensation, including, without limitation, any
award or compensation for the value of the unexpired portion of the Term. Tenant
shall be entitled to claim, prove and receive in the condemnation proceeding
such award or compensation as may be allowed for the Tenant's Property and for
loss of business, good will, and depreciation or injury to and cost of removal
of the Tenant's Property, but only if such award or compensation shall be made
by the condemning authority in addition to, and shall not result in a reduction
of, the award or compensation made by it to Landlord.

      23.02. If the temporary use or occupancy of all or any part of the Demised
Premises shall be taken during the Term, Tenant shall be entitled, except as
hereinafter set forth, to receive that portion of the award or payment for such
taking which represents compensation for the use and occupancy of the Demised
Premises, for the taking of the Tenant's Property and for moving expenses, and
Landlord shall be entitled to receive that portion which represents
reimbursement for the cost of restoration of the Demised Premises. This Lease
shall be and remain unaffected by such taking and Tenant shall continue to be
responsible for all of its obligations hereunder insofar as such obligations are
not affected by such taking and shall continue to pay the Rent in full when due.
If the period of temporary use or occupancy shall extend beyond the Expiration
Date, that part of the award or payment which represents compensation for the
use and occupancy of the Demised Premises (or a part thereof) shall be divided
between Landlord and Tenant so that Tenant shall receive (except as otherwise
provided below) so much thereof as represents compensation for the period up to
and including the Expiration Date and Landlord shall receive so much thereof as
represents compensation for the period after the Expiration Date. All monies to
be paid to Tenant as, or as part of, an award or payment for temporary use and
occupancy for a period beyond the date to which the Rent has been paid shall be
received, held and applied by the first Superior Mortgagee (or if there is no
Superior Mortgagee, by Landlord as a trust fund) for payment of the Rent
becoming due hereunder.

ARTICLE 24 - SURRENDER

      24.01. On the Expiration Date, or upon any earlier termination of this
Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall
quit and surrender the Demised Premises to Landlord "broom-clean" and in good
order, condition and repair, except for ordinary wear and tear and such damage
or destruction as Landlord is required to repair or restore under this Lease,
and Tenant shall remove all of Tenant's Property therefrom except as otherwise
expressly provided in this Lease.

      24.02. If Tenant remains in possession of the Demised Premises after the
expiration of the Term, Tenant shall be deemed to be occupying the Demised
Premises at the sufferance of Landlord subject to all of the provisions of this
Lease, except that the monthly Fixed Rent shall be twice the Fixed Rent in
effect during the last month of the Term.

      24.03. No act or thing done by Landlord or its agents shall be deemed an
acceptance of a surrender of the Demised Premises, and no agreement to accept
such surrender shall be valid unless in writing and signed by Landlord.

ARTICLE 25 - CONDITIONS OF LIMITATION


                                       30


      25.01. This Lease is subject to the limitation that whenever Tenant or any
Guarantor (a) shall make an assignment for the benefit of creditors, or (b)
shall commence a voluntary case or have entered against it an order for relief
under any chapter of the Federal Bankruptcy Code (Title 11 of the United States
Code) or any similar order or decree under any federal or state law, now in
existence, or hereafter enacted having the same general purpose, and such order
or decree shall have not been stayed or vacated within 30 days after entry, or
(c) shall cause, suffer, permit or consent to the appointment of a receiver,
trustee, administrator, conservator, sequestrator, liquidator or similar
official in any federal, state or foreign judicial or nonjudicial proceeding, to
hold, administer and/or liquidate all or substantially all of its assets, and
such appointment shall not have been revoked, terminated, stayed or vacated and
such official discharged of his duties within 30 days of his appointment, then
Landlord, at any time after the occurrence of any such event, may give Tenant a
notice of intention to end the Term at the expiration of five (5) days from the
date of service of such notice of intention, and upon the expiration of said
five (5) day period, whether or not the Term shall theretofore have commenced,
this Lease shall terminate with the same effect as if that day were the
expiration date of this Lease, but Tenant shall remain liable for damages as
provided in Article 27.

      25.02. This Lease is subject to the further limitations that: (a) if
Tenant shall default in the payment of any Rent, and such default shall continue
for ten (10) days after written notice or invoice, or (b) if Tenant shall,
whether by action or inaction, be in default of any of its obligations under
this Lease (other than a default in the payment of Rent) and such default shall
continue and not be remedied within twenty (20) days after Landlord shall have
given to Tenant a notice specifying the same, or, in the case of a default which
cannot with due diligence be cured within a period of twenty (20) days and the
continuance of which for the period required for cure will not subject Landlord
or any Superior Lessor or prosecution for a crime (as more particularly
described in the last sentence of Section 12.02) or termination of any Superior
Lease or foreclosure of any Superior Mortgage, if Tenant shall not, (i) within
said twenty (20) day period advise Landlord of Tenant's intention to take all
steps necessary to remedy such default, (ii) duly commence within said twenty
(20) day period, and thereafter diligently prosecute to completion all steps
necessary to remedy the default, and (iii) complete such remedy within a
reasonable time after the date of said notice by Landlord, or (c) if any event
shall occur or any contingency shall arise whereby this Lease would, by
operation of law or otherwise, devolve upon or pass to any person, firm or
corporation other than Tenant, except as expressly permitted by Article 11, or
(d) if Tenant shall vacate or abandon the Demised Premises, or (e) if there
shall be any default by Tenant (or any person which, directly or indirectly,
controls, is controlled by, or is under common control with Tenant) under any
other lease with Landlord (or any person which, directly or indirectly,
controls, is controlled by, or is under common control with Landlord) which
shall not be remedied within the applicable grace period, if any, provided
therefor under such other lease, then in any of said cases Landlord may give to
Tenant a notice of intention to end the Term at the expiration of five (5) days
from the date of the service of such notice of intention, and upon the
expiration of said five (5) days, whether or not the Term shall theretofore have
commenced, this Lease shall terminate with the same effect as if that day were
the expiration date of this Lease, but Tenant shall remain liable for damages as
provided in Article 27.


                        ARTICLE 26 - RE-ENTRY BY LANDLORD

      26.01. If Tenant shall default in the payment of any Rent, and such
default shall continue for ten (10) days after written notice or invoice, or if
this Lease shall terminate as provided in Article


                                       31


25, Landlord or Landlord's agents and employees may immediately or at any time
thereafter re-enter the Demised Premises, or any part thereof, either by summary
dispossess proceedings or by any suitable action or proceeding at law without
being liable to indictment, prosecution or damages therefor, and may repossess
the same, and may remove any Person therefrom, to the end that Landlord may
have, hold and enjoy the Demised Premises. The word "re-enter," as used herein,
is not restricted to its technical legal meaning. If this Lease is terminated
under the provisions of Article 25, or if Landlord shall re-enter the Demised
Premises under the provisions of this Article 26, or in the event of the
termination of this Lease, or of re-entry, by or under any summary dispossess or
other proceedings or action or any provision of law by reason of default
hereunder on the part of Tenant, Tenant shall thereupon pay to Landlord the Rent
payable up to the time of such termination of this Lease, or of such recovery of
possession of the Demised Premises by Landlord, as the case may be, and shall
also pay to Landlord damages as provided in Article 27.

      26.02. In the event of a breach or threatened breach by Tenant of any of
its obligations under this Lease, Landlord shall also have the right of
injunction. The special remedies to which Landlord may resort hereunder are
cumulative and are not intended to be exclusive of any other remedies to which
Landlord may lawfully be entitled at any time and Landlord may invoke any remedy
allowed at law or in equity as if specific remedies were not provided for
herein.

      26.03. If this Lease shall terminate under the provisions of Article 25,
or if Landlord shall re-enter the Demised Premises under the provisions of this
Article 26, or in the event of the termination of this Lease, or of re-entry, by
or under any summary dispossess or other proceeding or action or any provision
of law by reason of default hereunder on the part of Tenant, Landlord shall be
entitled to retain all monies, if any, paid by Tenant to Landlord, whether as
Advance Rent, security or otherwise, but such monies shall be credited by
Landlord against any Rent due from Tenant at the time of such termination or
re-entry or, at Landlord's option, against any damages payable by Tenant under
Article 27 or pursuant to law.

ARTICLE 27 - DAMAGES

      27.01. If this Lease is terminated under the provisions of Article 25 or
if Landlord shall re-enter the Demised Premises under the provisions of Article
26, or in the event of the termination of this Lease, or of re-entry, by or
under any summary dispossess or other proceeding or action or any provision of
law by reason of default hereunder on the part of Tenant, Tenant shall pay as
Additional Charges to Landlord, at the election of Landlord, either or any
combination of:

            (a) a sum which at the time of such termination of this Lease or at
            the time of any such re-entry by Landlord, as the case may be,
            represents the then value of the excess, if any, of (i) the
            aggregate amount of the Rent which would have been payable by Tenant
            (conclusively presuming the average monthly Additional Charges to be
            the same as were the average monthly Additional Charges payable for
            the year, or if less than 365 days have then elapsed since the
            Commencement Date, the partial year, immediately preceding such
            termination or re-entry) for the period commencing with such earlier
            termination of this Lease or the date of any such re-entry, as the
            case may be, and ending with the Expiration Date, over (ii) the
            aggregate rental value of the Demised Premises for the same period;
            or

            (b) sums equal to the Fixed Rent and the Additional Charges which
            would have been payable by Tenant had this Lease not so terminated,
            or had Landlord not so


                                       32


            re-entered the Demised Premises, payable upon the due dates therefor
            specified herein following such termination or such re-entry and
            until the Expiration Date, provided, however, that if Landlord shall
            relet the Demised Premises during said period, Landlord shall credit
            Tenant with the net rents received by Landlord from such reletting,
            such net rents to be determined by first deducting from the gross
            rents as and when received by Landlord from such reletting the
            expenses incurred or paid by Landlord in terminating this Lease or
            in re-entering the Demised Premises and in securing possession
            thereof, as well as the expenses of reletting, including, without
            limitation, altering and preparing the Demised Premises for new
            tenants, brokers' commissions, legal fees, and all other expenses
            properly chargeable against the Demised Premises and the rental
            therefrom, it being understood that any such reletting may be for a
            period shorter or longer than the period ending on the Expiration
            Date; but in no event shall Tenant be entitled to receive any excess
            of such net rents over the sums payable by Tenant to Landlord
            hereunder, nor shall Tenant be entitled in any suit for the
            collection of damages pursuant to this subsection (b) to a credit in
            respect of any rents from a reletting, except to the extent that
            such net rents are actually received by Landlord. If the Demised
            Premises or any part thereof should be relet in combination with
            other space, then proper apportionment on a square foot basis shall
            be made of the rent received from such reletting and of the expenses
            of reletting; or

            (c) a sum which at the time of such termination of this Lease or at
            the time of any such re-entry by Landlord, as the case may be,
            represents the aggregate amount of the Rent which would have been
            payable by Tenant (conclusively presuming the average monthly
            Additional Charges to be the same as were the average monthly
            Additional Charges payable for the year, or if less than 365 days
            have then elapsed since the Commencement Date, the partial year,
            immediately preceding such termination or re-entry) for the period
            commencing with such earlier termination of this Lease or the date
            of any such re-entry, as the case may be, and ending with the
            Expiration Date; provided, however, that if Landlord shall relet the
            Demised Premises during said period, Landlord shall credit Tenant
            with the net rents received by Landlord from such reletting, such
            net rents to be determined by first deducting from the gross rents
            as and when received by Landlord from such reletting the expenses
            incurred or paid by Landlord in terminating this Lease or in
            re-entering the Demised Premises and in securing possession thereof,
            as well as the expenses of reletting, including, without limitation,
            altering and preparing the Demised Premises for new tenants,
            brokers' commissions, legal fees, and all other expenses properly
            chargeable against the Demised Premises and the rental therefrom, it
            being understood that any such reletting may be for a period shorter
            or longer than the period ending on the Expiration Date; but in no
            event shall Landlord have to account to Tenant for any rents in
            excess of the total damages recovered by Landlord hereunder, nor
            shall Tenant be entitled in any suit for the collection of damages
            pursuant to this subdivision (c) to a credit in respect of any rents
            from a reletting, except to the extent that such net rents are
            actually received by Landlord. If the Demised Premises or any part
            thereof should be relet in combination with other space, then proper
            apportionment on a square foot basis shall be made of the rent
            received from such reletting and of the expenses of reletting.


                                       33


If the Demised Premises or any part thereof should be relet by Landlord before
presentation of proof of such damages to any court, commission or tribunal, the
amount of rent reserved upon such reletting shall, prima facie, be the fair and
reasonable rental value for the Demised Premises, or part thereof, so relet
during the term of the reletting. Landlord shall not be liable in any way
whatsoever for its failure to relet the Demised Premises or any part thereof, or
if the Demised Premises or any part thereof are relet, for its failure to
collect the rent under such reletting, and no such failure to relet or failure
to collect rent shall release or affect Tenant's liability for damages or
otherwise under this Lease. Furthermore, Tenant, on behalf of itself and any and
all persons claiming through or under Tenant, does hereby waive and surrender
all right and privilege which it, they or any of them might have under or by
reason of any present or future law or applicable governmental or judicial
authority, to require that Landlord mitigate damages sustained or to be
sustained by Landlord hereunder as a result of a default by Tenant and/or any
and all persons claiming through or under Tenant under this Lease. In the event
Tenant, on behalf of itself or any and all persons claiming through or under
Tenant, attempts to raise a defense or assert any affirmative obligations on
Landlord's part to mitigate such damages or relet the Demised Premises, Tenant
shall reimburse Landlord for any costs and expenses incurred by Landlord as a
result of any such defense or assertion, including but not limited to Landlord's
attorneys' fees incurred in connection therewith.

      27.02. Suit or suits for the recovery of such damages or, any installments
thereof, may be brought by Landlord at any time and from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the Term would have expired if it had not been
so terminated under the provisions of Article 25, or under any provision of law,
or had Landlord not re-entered the Demised Premises. Nothing herein contained
shall be construed to limit or preclude recovery by Landlord against Tenant of
any sums or damages to which, in addition to the damages particularly provided
above, Landlord may lawfully be entitled by reason of any default hereunder on
the part of Tenant. Nothing herein contained shall be construed to limit or
prejudice the right of Landlord to prove for and obtain as damages by reason of
the termination of this Lease or re-entry of the Demised Premises for the
default of Tenant under this Lease, an amount equal to the maximum allowed by
any statute or rule of law in effect at the time, whether or not such amount be
greater than, equal to, or less than any of the sums referred to in Section
27.01.

      27.03. In addition, if this Lease is terminated under the provisions of
Article 25, or if Landlord shall re-enter the Demised Premises under the
provisions of Article 26, Tenant covenants that: (a) the Demised Premises then
shall be in the same condition as that in which Tenant has agreed to surrender
the same to Landlord at the Expiration Date; (b) Tenant shall have performed
prior to any such termination any obligation of Tenant contained in this Lease
for the making of any alteration or for restoring or rebuilding the Demised
Premises or the Building, or any part thereof; and (c) for the breach of any
covenant of Tenant set forth above in this Section 27.03, Landlord shall be
entitled immediately, without notice or other action by Landlord, to recover,
and Tenant shall pay, as and for liquidated damages therefor, the cost of
performing such covenant (as estimated by an independent contractor selected by
Landlord).

      27.04. In addition to any other remedies Landlord may have under this
Lease, and without reducing or adversely affecting any of Landlord's rights and
remedies under this Article 27, if any Rent or damages payable hereunder by
Tenant to Landlord are not paid upon demand therefor, the same shall bear
interest at the Late Payment Rate or the maximum rate permitted by law,


                                       34


whichever is less, from the due date thereof until paid, and the amounts of such
interest shall be Additional Charges hereunder.

ARTICLE 28 - AFFIRMATIVE WAIVERS

      28.01. Tenant, on behalf of itself and any and all persons claiming
through or under Tenant, does hereby waive and surrender all right and privilege
which it, they or any of them might have under or by reason of any present or
future law, to redeem the Demised Premises or to have a continuance of this
Lease after being dispossessed or ejected from the Demised Premises by process
of law or under the terms of this Lease or after the termination of this Lease
as provided in this Lease.

      28.02. Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on any matter
whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, and Tenant's use or occupancy of the
Demised Premises including, without limitation, any claim of injury or damage,
and any emergency and other statutory remedy with respect thereto. Tenant shall
not interpose any counterclaim of any kind, except compulsory counterclaims as
permitted by applicable Court Rule, in any action or proceeding commenced by
Landlord to recover possession of the Demised Premises.

ARTICLE 29 - NO WAIVERS

      29.01. The failure of either party to insist in any one or more instances
upon the strict performance of any one or more of the obligations of this Lease,
or to exercise any election herein contained, shall not be construed as a waiver
or relinquishment for the future of the performance of such one or more
obligations of this Lease or of the right to exercise such election, but the
same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission. The receipt by Landlord of Fixed Rent or
Additional Charges with knowledge of breach by Tenant of any obligation of this
Lease shall not be deemed a waiver of such breach.

ARTICLE 30 - CURING TENANT'S DEFAULTS

      30.01. If Tenant shall default in the performance of any of Tenant's
obligations under this Lease, Landlord, without thereby waiving such default,
may (but shall not be obligated to) perform the same for the account and at the
expense of Tenant, without notice in a case of emergency, and in any other case
only if such default continues after the expiration of fifteen (15) days from
the date Landlord gives Tenant notice of the default. Charges for any expenses
reasonably incurred by Landlord in connection with any such performance by it
for the account of Tenant, and charges for all costs, expenses and disbursements
of every kind and nature whatsoever, including reasonable attorneys' fees and
expenses, involved in collecting or endeavoring to collect the Rent or any part
thereof or enforcing or endeavoring to enforce any rights against Tenant or
Tenant's obligations hereunder, under or in connection with this Lease or
pursuant to law, including any such cost, expense and disbursement involved in
instituting and prosecuting summary proceedings or in recovering possession of
the Demised Premises after default by Tenant or upon the expiration of the Term
or sooner termination of this Lease, and interest on all sums advanced by
Landlord under this Article at the Late Payment Rate or the maximum rate
permitted by law, whichever is less, shall be payable by Tenant and may be
invoiced by Landlord to Tenant monthly, or immediately, or at any time, at
Landlord's option, and such amounts shall be due and payable in accordance with
the terms of such bills upon demand.


                                       35


ARTICLE 31 - BROKER

      31.01. Landlord and Tenant each represents to the other that it dealt with
no broker except the Broker in bringing about or consummating this Lease and
that each respectively had no conversations or negotiations with any broker
except the Broker concerning the leasing of the Demised Premises. Landlord and
Tenant agree to indemnify, defend and hold each other harmless against and from
any claims for any brokerage commissions and all costs, expenses and liabilities
in connection therewith, including, without limitation, reasonable attorneys'
fees and expenses, arising out of any conversations or negotiations had by the
indemnifying party with any broker other than the Broker and for enforcing this
indemnity provision. Landlord shall pay any brokerage commissions due the Broker
pursuant to a separate agreement between Landlord and the Broker.

ARTICLE 32 - NOTICES

      32.01. Any notice, statement, demand, consent, approval or other
communication required or permitted to be given, rendered or made by either
party to the other, pursuant to this Lease or pursuant to any applicable Legal
Requirement, shall be in writing and shall be deemed to have been properly
given, rendered or made only if hand delivered or sent by United States
registered or certified mail, return receipt requested, addressed to the other
party at the address hereinabove set forth (except that after the Commencement
Date, Tenant's address, unless Tenant shall give notice to the contrary, shall
be the Building) as to Landlord, to the attention of General Counsel with a
concurrent notice to the attention of Controller, and shall be deemed to have
been given, rendered or made on the second day after the day so mailed, unless
mailed outside the State of New Jersey, in which case it shall be deemed to have
been given, rendered or made on the third business day after the day so mailed.
Either party may, by notice as aforesaid, designate a different address or
addresses for notices, statements, demands, consents, approvals or other
communications intended for it. In addition, upon and to the extent requested by
Landlord, copies of notices shall be sent to the Superior Mortgagee.

ARTICLE 33 - ESTOPPEL CERTIFICATES

      33.01. Each party shall, at any time and from time to time, as requested
by the other party, upon not less than ten (10) days' prior notice, execute and
deliver to the requesting party a statement certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), certifying the dates to which the Fixed Rent and Additional
Charges have been paid, stating whether or not, to the best knowledge of the
party giving the statement, the requesting party is in default in performance of
any of its obligations under this Lease, and, if so, specifying each such
default of which the party giving the statement shall have knowledge, and
stating whether or not, to the best knowledge of the party giving the statement,
any event has occurred which with the giving of notice or passage of time, or
both, would constitute such a default of the requesting party, and, if so,
specifying each such event; any such statement delivered pursuant hereto shall
be deemed a representation and warranty to be relied upon by the party
requesting the certificate and by others with whom such party may be dealing,
regardless of independent investigation. Tenant also shall include in any such
statement such other information concerning this Lease as Landlord may
reasonably request.


                                       36


ARTICLE 34 - [INTENTIONALLY OMITTED]


ARTICLE 35 - MEMORANDUM OF LEASE

      35.01. Tenant shall not record this Lease. However, at the request of
Landlord, Tenant shall promptly execute, acknowledge and deliver to Landlord a
memorandum of lease in respect of this Lease sufficient for recording. Such
memorandum shall not be deemed to change or otherwise affect any of the
obligations or provisions of this Lease. Whichever party records such memorandum
of Lease shall pay all recording costs and expenses, including any taxes that
are due upon such recording.

ARTICLE 36 - MISCELLANEOUS

      36.01. Tenant expressly acknowledges and agrees that Landlord has not made
and is not making, and Tenant, in executing and delivering this Lease, is not
relying upon, any warranties, representations, promises or statements, except to
the extent that the same are expressly set forth in this Lease or in any other
written agreement(s) which may be made between the parties concurrently with the
execution and delivery of this Lease. All understandings and agreements
heretofore had between the parties are merged in this Lease and any other
written agreement(s) made concurrently herewith, which alone fully and
completely express the agreement of the parties and which are entered into after
full investigation. Neither party has relied upon any statement or
representation not embodied in this Lease or in any other written agreement(s)
made concurrently herewith. The submission of this Lease to Tenant does not
constitute by Landlord a reservation of, or an option to Tenant for, the Demised
Premises, or an offer to lease on the terms set forth herein and this Lease
shall become effective as a lease agreement only upon execution and delivery
thereof by Landlord and Tenant.

      36.02. No agreement shall be effective to change, modify, waive, release,
discharge, terminate or effect an abandonment of this Lease, in whole or in
part, unless such agreement is in writing, refers expressly to this Lease and is
signed by the party against whom enforcement of the change, modification,
waiver, release, discharge, termination or effectuation of abandonment is
sought.

      36.03. If Tenant shall at any time request Landlord to sublet or let the
Demised Premises for Tenant's account, Landlord or its agent is authorized to
receive keys for such purposes without releasing Tenant from any of its
obligations under this Lease, and Tenant hereby releases Landlord of any
liability for loss or damage to any of the Tenant's Property in connection with
such subletting or letting.

      36.04. Except as otherwise expressly provided in this Lease, the
obligations under this Lease shall bind and benefit the successors and assigns
of the parties hereto with the same effect as if mentioned in each instance
where a party is named or referred to; provided, however, that (a) no violation
of the provisions of Article 11 shall operate to vest any rights in any
successor or assignee of Tenant and (b) the provisions of this Section 36.04
shall not be construed as modifying the conditions of limitation contained in
Article 25.

      36.05. Except for Tenant's obligations to pay Rent, the time for Landlord
or Tenant, as the case may be, to perform any of its respective obligations
hereunder shall be extended if and to the


                                       37


extent that the performance thereof shall be prevented due to any Unavoidable
Delay. Except as expressly provided to the contrary, the obligations of Tenant
hereunder shall not be affected, impaired or excused, nor shall Landlord have
any liability whatsoever to Tenant, (a) because Landlord is unable to fulfill,
or is delayed in fulfilling, any of its obligations under this Lease due to any
of the matters set forth in the first sentence of this Section 36.05, or (b)
because of any failure or defect in the supply, quality or character of
electricity, water or any other utility or service furnished to the Demised
Premises for any reason beyond Landlord's reasonable control.

      36.06. Any liability for payments hereunder (including, without
limitation, Additional Charges) shall survive the expiration of the Term or
earlier termination of this Lease.

      36.07. If Tenant shall request Landlord's consent and Landlord shall fail
or refuse to give such consent, Tenant shall not be entitled to any damages for
any withholding by Landlord of its consent; Tenant's sole remedy shall be an
action for specific performance or injunction, and such remedy shall be
available only in those cases where Landlord has expressly agreed in writing not
to unreasonably withhold or delay its consent or where as a matter of law
Landlord may not unreasonably withhold its consent.

      36.08. If an excavation shall be made upon land adjacent to or under the
Building, or shall be authorized to be made, Tenant shall afford to the Person
causing or authorized to cause such excavation, license to enter the Demised
Premises for the purpose of performing such work as said Person shall reasonably
deem necessary or desirable to preserve and protect the Building from injury or
damage and to support the same by proper foundations, without any claim for
damages or liability against Landlord and without reducing or otherwise
affecting Tenant's obligations under this Lease.

      36.09. Tenant shall not exercise its rights under Article 15 or any other
provision of this Lease in a manner which would violate Landlord's union
contracts or create any work stoppage, picketing, labor disruption or dispute or
any interference with the business of Landlord or any tenant or occupant of the
Building.

      36.10. Tenant shall give prompt notice to Landlord of (a) any occurrence
in or about the Demised Premises for which Landlord might be liable, (b) any
fire or other casualty in the Demised Premises, (c) any damage to or defect in
the Demised Premises, including the fixtures and equipment thereof, for the
repair of which Landlord might be responsible, and (d) any damage to or defect
in any part of the Building's sanitary, electrical, heating, ventilating,
air-conditioning, elevator or other systems located in or passing through the
Demised Premises or any part thereof.

      36.11. This Lease shall be governed by and construed in accordance with
the laws of the State of New Jersey. Tenant hereby irrevocably agrees that any
legal action or proceeding arising out of or relating to this Lease may be
brought in the Courts of the State of New Jersey, or the Federal District Court
for the District of New Jersey, as Landlord may elect. By execution and delivery
of this Lease, Tenant hereby irrevocably accepts and submits generally and
unconditionally for itself and with respect to its properties, to the
jurisdiction of any such court in any such action or proceeding, and hereby
waives in the case of any such action or proceeding brought in the courts of the
State of New Jersey, or Federal District Court for the District of New Jersey,
any defenses based on jurisdiction, venue or forum non conveniens. If any
provision of this Lease shall be invalid or unenforceable, the remainder of this
Lease shall not be affected and shall be enforced to the extent permitted by
law. The table of contents, captions, headings and


                                       38


titles in this Lease are solely for convenience of reference and shall not
affect its interpretation. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted. If any words or phrases in this Lease shall have been
stricken out or otherwise eliminated, whether or not any other words or phrases
have been added, this Lease shall be construed as if the words or phrases so
stricken out or otherwise eliminated were never included in this Lease and no
implication or inference shall be drawn from the fact that said words or phrases
were so stricken out or otherwise eliminated. Each covenant, agreement,
obligation or other provision of this Lease on Tenant's part to be performed,
shall be deemed and construed as a separate and independent covenant of Tenant,
not dependent on any other provision of this Lease. All terms and words used in
this Lease, regardless of the number or gender in which they are used, shall be
deemed to include any other number and any other gender as the context may
require. Tenant specifically agrees to pay all of Landlord's costs, charges and
expenses, including attorneys' fees, incurred in connection with any document
review requested by Tenant and upon submission of bills therefor. In the event
Landlord permits Tenant to examine Landlord's books and records with respect to
any Additional Charge imposed under this Lease, such examination shall be
conducted at Tenant's sole cost and expense and shall be conditioned upon Tenant
retaining an independent accounting firm for such purposes which shall not be
compensated on any type of contingent fee basis with respect to such
examination. Wherever in this Lease or by law Landlord is authorized to charge
or recover costs and expenses for legal services or attorneys' fees, same shall
include, without limitation, the costs and expenses for in-house or staff legal
counsel or outside counsel at rates not to exceed the reasonable and customary
charges for any such services as would be imposed in an arms length third party
agreement for such services.

      36.12. Within thirty (30) days after written request therefor from
Landlord, but not more than once per year, Tenant shall furnish to Landlord a
copy of its then current audited (if available) financial statement (which may
be in the form of an annual report (10K), so long as Tenant shall be a publicly
traded company) which shall be employed by Landlord for purposes of financing
the Premises and not distributed otherwise without prior authorization of
Tenant.

      36.13. Upon written request therefor from Landlord, at least ninety (90)
days prior to Tenant's termination of its lease, and any extensions thereof,
Tenant agrees to seek a determination from the New Jersey Department of
Environmental Protection and Energy ("NJDEP") in the form of a Letter of
Non-applicability ("LNA"), that the New Jersey Industrial Site Recovery Act,
N.J.S.A. 13:1K-6 et seq. ("ISRA"), is inapplicable to the Tenant's cessation of
operations and termination of its lease. Tenant represents, warrants, and
covenants that any information contained in any application for an LNA submitted
pursuant to this subsection will be true and complete. Tenant represents that
the Standard Industrial Classification (SIC) number applicable to Tenant's
operations would not subject this transaction to the requirements of ISRA.

      (ii) In the event that an LNA is denied by NJDEP, notice of such denial
will be given to Landlord within two (2) business days of Tenant's receipt of
NJDEP's denial of the LNA. Tenant shall satisfy its obligations under ISRA prior
to its lease termination date: (1) by securing an approval of the Tenant's
Negative Declaration; or (2) by securing an approval of the Tenant's Remedial
Action Workplan, and completing the implementation of such Plan, and obtaining
from NJDEP a "No Further Action" letter. Tenant shall bear sole responsibility
for any investigation and cleanup costs, fees, penalties, or damages associated
with ISRA compliance. In the event that Tenant is unable to complete the its
ISRA compliance obligations by the date of its lease termination, Landlord shall
continue to provide Tenant with reasonable access to the Demised


                                       39


Premises, provided that any work undertaken by Tenant shall be performed in such
a manner as to minimize interference with Landlord's or any other tenant's use
of the Demised Premises. However, Landlord reserves its rights to deem Tenant a
holdover tenant in the event that Tenant's ISRA compliance unreasonably
restricts the Landlord's use of the Demised Premises.

      (iii) Tenant shall provide Landlord with copies of all correspondence,
documents and reports, including sampling results submitted to or received from
any governmental agency or third party in connection with Tenant's compliance
with ISRA.

      (iv) Notwithstanding any of the foregoing to the contrary, in no event
shall Tenant be responsible for any compliance or any costs or expenses of any
required cleanup or clean-up plan where the spills or discharges which create
the need for such compliance, cleanup or plan occurred prior to the Commencement
Date unless such spill or discharge is caused by Tenant's acts or action or
those of its contractors, agents or employees.

      (v) Notwithstanding any provision to the contrary contained in this Lease,
Landlord shall be responsible for the cleanup of any environmental condition or
any violation of environmental law at the Building or the Land existing prior to
the Commencement Date which is required to be cleaned up or remediated in
accordance with applicable environmental law (except to the extent caused or
suffered by Tenant, its agents, contractors or employees in the event Tenant is
permitted to occupy the Demised Premises prior to the Commencement Date).
Landlord agrees to and shall indemnify, defend and hold Tenant harmless from and
against any and all costs incurred with respect to the cleanup or remediation of
any environmental condition existing at the Building or the Land prior to the
Commencement Date (except to the extent caused or suffered by Tenant, its
agents, contractors or employees in the event Tenant is permitted to occupy the
Demised Premises prior to the Commencement Date), which is required to be
cleaned up or remediated in accordance with applicable environmental law
(including without limitation, reasonable consultants fees and reasonable
attorney fees arising by reason of any of the foregoing or a successful action
to enforce the provisions of this indemnity) arising from any non-compliance
with environmental law at or from the Building or the Land, any of which is
Landlord's responsibility under this Paragraph 36.13(v). None of Landlords
representations or covenants herein shall be construed as creating any third
party beneficiaries or obligating Landlord to any third parties. Notwithstanding
anything to the contrary stated hereinabove, the indemnifications, contained in
this Paragraph 36.13(v) shall not include any special or consequential damages
incurred by Tenant. The indemnifications contained in this Paragraph 36.13(v)
shall survive any expiration or termination of the Term, but shall terminate
three (3) years after any such expiration or termination except with respect to
any specific claims which have been given in writing by Tenant to Landlord prior
to the expiration of said three year period.

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as
of the day and year first above written.
                                                ("Landlord")
                              HARTZ MOUNTAIN ASSOCIATES
                              BY: HARTZ MOUNTAIN INDUSTRIES, INC.


                              By:   ________________________________
                                    Irwin A. Horowitz
                                    Executive Vice President


                                       40


[Corporate Seal]

                                                ("Tenant")
                              THE CHILDREN'S PLACES RETAIL STORES, INC.


                              By:   _________________________________
                              Name:
[Corporate Seal]              Title:



                                       41



RIDER TO LEASE DATED OCTOBER 31, 2000, BETWEEN HARTZ MOUNTAIN ASSOCIATES, AS
LANDLORD AND THE CHILDREN'S PLACE RETAIL STORES, INC., AS TENANT
------------------------------------------------------------------------------

      R1. If any of the provisions of this Rider shall conflict with any of the
provisions, printed or typewritten, of this Lease, such conflict shall resolve
in every instance in favor of the provisions of this Rider.

      R2. Provided Tenant is in not in default under this Lease beyond any
applicable notice and/or cure periods, if any, and provided Tenant has not
assigned (other than to a permitted assignee under Section R4) this Lease or
sublet all or any portion of the Demised Premises and is itself (or its
permitted assignee as contemplated in Section R4) in occupation and conducting
business in the whole of the Demised Premises in accordance with the terms of
this Lease, and provided Tenant shall have validly exercised its renewal option
pursuant to its lease of the premises at 915 Secaucus Road, Tenant expressly
acknowledging and agreeing that the option rights contained herein are personal
to the original named Tenant (or its permitted assignee as contemplated in
Section R4), Tenant shall have one (1) option to extend the Term of its lease of
the Demised Premises, from the date upon which this Lease would otherwise expire
for one extended period of three (3) years (herein referred to as the "Extended
Period"), upon the following terms and conditions:

      1. If Tenant elects to exercise said option, it shall do so by giving
notice of such election to Landlord on or before the date which is nine (9)
months before the beginning of the Extended Period for which the Term is to be
extended by the exercise of such option. Tenant agrees that it shall have
forever waived its right to exercise any such option if it shall fail for any
reason whatsoever to give such notice to Landlord by the time provided herein
for the giving of such notice, whether such failure is inadvertent or
intentional, time being of the essence as to the exercise of such option.

      2. If Tenant elects to exercise said option, the Term shall be
automatically extended for the Extended Period covered by the option so
exercised without execution of an extension or renewal lease. Within ten (10)
days after request of either party following the effective exercise of such
option, however, Landlord and Tenant shall execute, acknowledge and deliver to
each other duplicate originals of an instrument in recordable form confirming
that such option was effectively exercised.

      3. The Extended Period shall be upon the same terms and conditions as are
in effect immediately preceding the commencement of such Extended Period;
provided, however, that Tenant shall have no right or option to extend the Term
for any period of time beyond the expiration of the Extended Period and,
provided further, that in the Extended Period the Fixed Rent shall be at
ninety-five percent (95%) of Fair Market Value ("FMV"). FMV shall be determined
by mutual agreement of the parties. If the parties are unable to agree on the
FMV within thirty (30) days of Tenant's exercise of its option, the parties
shall choose a licensed Real Estate Appraiser who shall determine the FMV. The
cost of said Real Estate Appraiser shall be borne equally by the parties. If the
parties are unable to agree on a licensed Real Estate Appraiser within
forty-five (45) days of Tenant's exercise of its option, each party shall select
one Appraiser to appraise the FMV. All appraisals shall be rendered within
thirty (30) days of appointment of the respective Appraiser appointed under this
paragraph. If the difference between the two appraisals is 20% or


                                       42


less of the lower appraisal, then the FMV shall be the average of the two
appraisals. If the difference between the two appraisals is greater than 20% of
the lower appraisal, the two Appraisers shall select a third licensed Real
Estate Appraiser to appraise the FMV. The FMV shall in such case be the average
of the three appraisals. The cost of the third appraisal shall be borne equally
by the parties.

Anything to the contrary contained herein notwithstanding, the Fixed Rent for
the Extended Period shall not be less than the Fixed Rent for the period
immediately preceding the Extended Period for which the Fixed Rent is being
calculated.

      4. Any termination, expiration, cancellation or surrender of this Lease
shall terminate any right or option for the Extended Period not yet exercised.

      5. Landlord shall have the right, for thirty (30) days after receipt of
notice of Tenant's election to exercise the option to extend the Term, to reject
Tenant's election if Tenant gave such notice while Tenant was in default beyond
any applicable notice and/or cure periods, if any, in the performance of any of
its obligations under the Lease, and such rejection shall automatically render
Tenant's election to exercise such option null and void and of no effect.

      6. The option provided herein to extend the Term of the Lease may not be
severed from the Lease or separately sold, assigned or otherwise transferred.

      R3. Landlord represents that the Demised Premises are located within Light
Industrial Zone A pursuant to the regulations of the Hackensack Meadowlands
Development Commission and that the use of the Demised Premises for the
Permitted Use is authorized therein.

      R4. Notwithstanding anything to the contrary set forth in Article 11
hereof:

      (a)   Tenant may assign this Lease to the parent corporation or to any
wholly-owned subsidiary corporation of Tenant without obtaining the prior
written consent of Landlord, provided that the following conditions are met:

            (i) Any such assignee shall remain the parent of Tenant, or a
wholly-owned subsidiary corporation of Tenant, as the case may be;

            (ii) The net worth of the assignee shall be not less than the
greater of (1) Tenant's net worth at the time of execution of this Lease, or (2)
Tenant's net worth at the time of the assignment;

            (iii) Tenant shall have given Landlord thirty (30) days' prior
written notice of such assignment, which notice contains all information and
documentation Landlord reasonably requires to satisfy itself as to the
conditions contained in the Section R4(a);

            (iv) Tenant shall not then be in default beyond any applicable
notice and/or cure period, if any, under this Lease;

            (v) Tenant and its assignee furnishes Landlord not less than thirty
(30) days prior to the effective date of said assignment a written instrument in
form and substance


                                       43


satisfactory to Landlord agreeing to assume and be bound by all the conditions,
obligations and agreements contained in this Lease.

Notwithstanding any such assignment, Tenant shall remain fully and primarily
liable for the performance of all conditions, obligations and agreements of
Tenant under this Lease.

      (b) Tenant may without Landlord's prior written consent, assign this Lease
to an entity which is buying all or substantially all, of the assets of Tenant,
or with which Tenant is merging or consolidating, provided the following
conditions are met:

            (i) The net worth of the assignee shall be not less than the greater
of (1) Tenant's net worth at the time of execution of this Lease, or (2)
Tenant's net worth at the time of the assignment;

            (ii) The assignee is taking an assignment of all or substantially
all of the retail stores of Tenant, and of Tenant's parent, subsidiaries and
affiliates;

            (iii) The assignee, in Landlord's reasonable judgment, has
sufficient past retail experience, there shall be no material change in Tenant's
management on account of the transaction, and the assignment, in Landlord's
reasonable judgment, will not result in a decrease in the quality of Tenant's
business operations;

            (iv) Tenant shall have given Landlord thirty (30) days' prior
written notice of such assignment, which notice contains all information and
documentation Landlord reasonably requires to satisfy itself as to the
conditions contained in the Section R4(b);

            (v) Tenant shall not then be in default beyond any applicable notice
and/or cure period, if any, under this Lease;

            (vi) Tenant and its assignee furnishes Landlord not less than thirty
(30) days prior to the effective date of said assignment a written instrument in
form and substance satisfactory to Landlord agreeing to assume and be bound by
all the conditions, obligations and agreements contained in this Lease.



                                       44




Notwithstanding any such assignment, Tenant shall remain fully and primarily
liable for the performance of all conditions, obligations and agreements of
Tenant under this Lease.






                              HARTZ MOUNTAIN ASSOCIATES
                        BY:   HARTZ MOUNTAIN INDUSTRIES, INC.

                              By:   /s/ Irwin A. Horowitz
                                    ------------------------------------------
                                    Irwin A. Horowitz
                                    Executive Vice President

                              THE CHILDREN'S PLACE RETAIL STORES, INC.,


                              By:   /s/ Steven Balasiano
                                    ------------------------------------------
                                    Steven Balasiano
                                    Vice President and General Counsel

                                    /s/ Mario Ciampi
                                    ------------------------------------------
                                    Mario Ciampi
                                    Senior Vice President



                                       45


                          Exhibit A - Demised Premises





                                       46


                         Exhibit B - Description of Land
                                DEED DESCRIPTION

                                900 SECAUCUS ROAD
                                (LOT 3, BLOCK 22)

Deed description of a parcel of land situate along the southerly side of
Secaucus Road in the Town of Secaucus, Hudson County, New Jersey.

Beginning at a point on the southerly side of Secaucus Road (60' wide), said
point being N 68(0) 17' 22" W 658.00 feet along the southerly side of Secaucus
Road (60' wide) from its intersection with the westerly side of Enterprise
Avenue South (60' wide) and running; thence

1.    S 21(0)42' 38" W 503.73 feet along the westerly side of a 24' wide
      Railroad Right of Way to a point; thence

2.    N 68(0)17' 22" W 480.27 feet to a point; thence

3.    N 19(0)20' 54" W 97.29 feet to a point of curvature; thence

4.    Along a curve to the Right having a radius of 310.00 feet, an arc length
      of 51.10 feet to a point on curve; thence

5.    S 70(0)39' 06" W 80.87 feet to a point on curve; thence

6.    Along a curve to the Right having a radius of 390.00 feet, an arc length
      of 228.44 feet along the westerly side of an ingress and egress easement
      to a point of tangency; thence

7.    N 21(0)42' 38" E 186.76 feet still along the westerly  side of an ingress
      and egress easement to a point of curvature; thence

8.    Along a curve to the left having a radius of 40.00 feet, an arc length of
      62.83 feet to a point of tangency on the southerly side of Secaucus Road
      (60' wide); thence

9.    S 68(0)17' 22" E 740.42 feet along the southerly side of Secaucus Road
      (60' wide) to the point of beginning.

Containing 7.671 acres

Being known as Lot 3, Block 22 as shown on the Town of Secaucus Tax Maps.

Subject to a 80' wide easement for ingress and egress to be used in common with
others described as follows:

Beginning at the terminus of the eighth  course of the above  description  and
running; thence

      1.    S 68(0)17' 22" E 160.00 feet along the southerly side of Secaucus
      Road (60' wide) to a point of curvature; thence


                                       47



      2.    Westerly along a curve to the left having a radius of 40.00 feet,
      an arc length of 62.83 feet to a point of tangency; thence

      3.    S 21(0)42' 38" W 186.76 feet to a point of curvature; thence

      4.    Along a curve to the left having a radius of 310.00 feet, an arc
      length of 171.03 feet to a point on curve and the terminus of the fourth
      course of the above description; thence

      5.    S 70(0)39' 06" W 80.87 feet along the fifth course to a point on
      curve; thence

      6.    Along a curve to the Right having a radius of 390.00 feet, an arc
      length of 228.44 feet along the sixth course of the above description to a
      point of tangency; thence

      7.    N 21(0)42' 38" E 186.76 feet along the seventh course of the above
      description to a point of curvature; thence

      8.    Along a curve to the left having a radius of 40.00 feet, an arc
      length of 62.83 feet along the eighth course of the above description to
      the point of beginning.

Subject to all easements, rights of ways and agreements of record.

Rev 12/96





                                       48




                       Exhibit C - [Intentionally Omitted]





                                       49


                        Exhibit D - Rules and Regulations
                                    EXHIBIT D

                                 MULTI-WAREHOUSE
                              RULES AND REGULATIONS

      1. The rights of each tenant in the entrances, corridors, elevators and
escalators servicing the Building are limited to ingress and egress from such
tenant's premises for the tenant and its employees, licensees and invitees, and
no tenant shall use, or permit the use of, the entrances, corridors, escalators
or elevators for any other purpose. No tenant shall invite to the tenant's
premises, or permit the visit of, persons in such numbers or under such
conditions as to interfere with the use and enjoyment of any of the plazas,
entrances, corridors, escalators, elevators and other facilities of the Building
by any other tenants. Fire exits and stairways are for emergency use only, and
they shall not be used for any other purpose by the tenants, their employees,
licensees or invitees. No tenant shall encumber or obstruct, or permit the
encumbrance or obstruction of, any of the sidewalks, plazas, entrances,
corridors, escalators, elevators, fire exits or stairways of the Building.
Landlord reserves the right to control and operate the public portions of the
Building and the public facilities, as well as facilities furnished for the
common use of the tenants, in such manner as it deems best for the benefit of
the tenants generally.

      2. Landlord may refuse admission to the Building outside of Business Hours
on Business Days to any person not known to the watchman in charge, or not
having a pass issued by Landlord or the tenant whose premises are to be entered,
or not otherwise properly identified, and Landlord may require all persons
admitted to or leaving the Building outside of Business Hours on Business Days
to provide appropriate identification. Tenant shall be responsible for all
persons for whom it issues any such pass and shall be liable to Landlord for all
acts or omissions of such persons. Any person whose presence in the Building at
any time shall, in the judgment of Landlord, be prejudicial to the safety,
character or reputation of the Building or of its tenants may be denied access
to the Building or may be ejected therefrom. During any invasion, riot, public
excitement or other commotion, Landlord may prevent all access to the Building
by closing the doors or otherwise for the safety of the tenants and protection
of property in the Building.

      3. No tenant shall obtain or accept for use in its premises ice, drinking
water, food, beverage, towel, barbering, bootblacking, floor polishing, cleaning
or other similar services from any persons not authorized by Landlord in writing
to furnish such services, provided that the charges for such services by persons
authorized by Landlord are comparable to similar charges in other comparable
buildings in Hudson County. Such services shall be furnished only at such hours,
and under such reasonable regulations, as may be fixed by Landlord from time to
time.

      4. The cost of repairing any damage to the public portions of the Building
or the public facilities or to any facilities used in common with other tenants,
caused by a tenant or its employees, licensees or invitees, shall be paid by
such tenant.

      5. No awnings or other projections other than canopies over the loading
docks shall be attached to the outside walls of the Building.


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      6. Subject to Article 15, no lettering, sign, advertisement, notice or
object shall be displayed in or on the windows or doors, or on the outside of
any tenant's premises, or at any point inside any tenant's premises where the
same might be visible outside of such premises, without the prior written
consent of Landlord. In the event of the violation of the foregoing by any
tenant, Landlord may remove the same without any liability, and may charge the
expense incurred in such removal to the tenant violating this rule. Interior
signs, elevator cab designations and lettering on doors and the Building
directory shall, if and when approved by Landlord, be inscribed, painted or
affixed for each tenant by Landlord at the reasonable expense of such tenant,
and shall be of a size, color and style acceptable to Landlord.

      7. The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by any tenant, nor shall any
bottles, parcels or other articles be placed on the window sills or on the
peripheral air conditioning enclosures, if any.

      8. No showcase or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the halls, corridors or
vestibules.

      9. Linoleum, tile or other floor covering shall be laid in a tenant's
premises only in a manner first approved in writing by Landlord.

      10. No tenant shall mark, paint, drill into, or in any way deface any part
of its premises or the Building. No boring, cutting or stringing of wires shall
be permitted, except with the prior written consent of Landlord, and as Landlord
may direct, except as may be approved pursuant to Article 15.

      11. No bicycles, vehicles, animals, fish or birds of any kind shall be
brought into or kept in or about the premises of any tenant of the Building.

      12. No noise, including, but not limited to, music or the playing of
musical instruments, recordings, radio or television, which, in the judgment of
Landlord, might disturb other tenants in the Building, shall be made or
permitted by any tenant. Nothing shall be done or permitted in the premises of
any tenant which would impair or interfere with the use or enjoyment by any
other tenant of any other space in the Building.

      13. No tenant, nor any tenant's contractors, employees, agents, visitors
or licensees, shall at any time bring into or keep upon the premises or the
Building any inflammable, combustible, explosive or otherwise dangerous fluid,
chemical or substance.

      14. Additional locks or bolts of any kind which shall not be operable by
the grand master key for the Building shall not be placed upon any of the doors
or windows by any tenant, nor shall any changes be made in locks or the
mechanism thereof which shall make such locks inoperable by said grand master
key without Landlord's prior written consent. Additional keys for a tenant's
premises and toilet rooms may be procured from Landlord who may make a
reasonable charge therefor. Each tenant shall, upon the termination of its
tenancy, turn over 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 furnished by Landlord such tenant shall pay to Landlord the
cost thereof.


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      15. All removals, or the carrying in or out of any safes, freight,
furniture, packages, boxes, crates or any other object or matter of any
description must take place during such hours and in such elevators and in such
manner as Landlord or its agent may reasonably determine from time to time. The
persons employed to move safes and other heavy objects shall be reasonably
acceptable to Landlord and, if so required by law, shall hold a master rigger's
license. Arrangements will be made by Landlord with any tenant for moving large
quantities of furniture and equipment into or out of the Building. All labor and
engineering costs reasonably incurred by Landlord in connection with any moving
specified in this rule, shall be paid by Tenant to Landlord, on demand.

      16. Landlord reserves the right to exclude from the Building all objects
and matter which violate any of these Rules and Regulations or this Lease.
Landlord may require any person leaving the Building with any package or other
object or matter to submit a pass, listing such package or object or matter,
from the tenant from whose premises the package or object or matter is being
removed, but the establishment and enlargement of such requirement shall not
impose any responsibility on Landlord for the protection of any tenant against
the removal of property from the premises of such tenant. Landlord shall in no
way be liable to any tenant for damages or loss arising from the admission,
exclusion or ejection of any person to or from the premises or the Building
under the provisions of this RULE or of RULE 2 hereof.

      17. No tenant shall occupy or permit any portion of its premises to be
occupied as an office for a public stenographer or public typist, or for the
possession, storage, manufacture, or sale of liquor, narcotics, tobacco in any
form, or as a barber, beauty or manicure shop, or as a school. No tenant shall
use its premises or any part thereof to be used for manufacturing, or the sale
at retail or auction of merchandise, goods or property of any kind.

      18. Landlord shall have the right to prohibit any advertising or
identifying sign by any tenant which, in Landlord's judgment, tends to impair
the reputation of the Building or its desirability as a building for others, and
upon written notice from Landlord, such tenant shall refrain from and
discontinue such advertising or identifying sign.

      19. Landlord shall have the right to prescribe the weight and position of
safes and other objects of excessive weight, and no safe or other object whose
weight exceeds the lawful load for the area upon which it would stand shall be
brought into or kept upon any tenant's premises. If, in the judgment of
Landlord, it is necessary to distribute the concentrated weight of any heavy
object, the work involved in such distribution shall be done at the expense of
the tenant and in such a manner as Landlord shall determine.

      20. No machinery or mechanical equipment other than ordinary business
machines may be installed or operated in any tenant's premises without
Landlord's prior written consent, and in no case (even where the same are of a
type so excepted or as so consented to by Landlord) shall any machines or
mechanical equipment be so placed or operated as to disturb other tenants; but
machines and mechanical equipment which may be permitted to be installed and
used in a tenant's premises shall be so equipped, installed and maintained by
such tenant as to prevent any disturbing noise, vibration or electrical or other
interference from being transmitted from such premises to any other area of the
Building.


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      21. Landlord, its contractors, and their respective employees, shall have
the right to use, without charge therefor all light, power and water in the
premises of any tenant while cleaning or making repairs or alterations in the
premises of such tenant.

      22. No premises of any tenant shall be used for lodging or sleeping or for
any immoral or illegal purpose.

      23. The requirements of tenants will be attended to only upon application
at the office of the Building. Employees of Landlord shall not perform any work
or do anything outside of their regular duties, unless under special
instructions from Landlord.

      24. Canvassing, soliciting and peddling in the Building are prohibited and
each tenant shall cooperate to prevent the same.

      25. No tenant shall cause or permit any unusual or objectionable odors to
emanate from its premises which would annoy other tenants or create a public or
private nuisance. No cooking shall be done in the premises of any tenant except
as is expressly permitted in such tenant's Lease.

      26. Nothing shall be done or permitted in any tenant's premises, and
nothing shall be brought into or kept in any tenant's premises, which would
impair or interfere with any of the Building's services or the proper and
economic heating, cleaning or other servicing of the Building or the premises,
or the use or enjoyment by any other tenant of any other premises nor shall
there be installed by any tenant any ventilating, air-conditioning, electrical
or other equipment of any kind which, in the judgment of Landlord, might cause
any such impairment or interference.

      27. No acids, vapors or other materials shall be discharged or permitted
to be discharged into the waste lines, vents or flues of the Building which may
damage them. The water and wash closets and other plumbing fixtures in or
serving any tenant's premises shall not be used for any purpose other than the
purposes for which they were designed or constructed, and no sweepings, rubbish,
rags, acids or other foreign substances shall be deposited therein. All damages
resulting from any misuse of the fixtures shall be borne by the tenants who, or
whose servants, employees, agents, visitors or licensees shall have, caused the
same. Any cuspidors or containers or receptacles used as such in the premises of
any tenant or for garbage or similar refuse, shall be emptied, cared for and
cleaned by and at the expense of such tenant.

      28. All entrance doors in each tenant's premises shall be left locked and
all windows shall be left closed by the tenant when the tenant's premises are
not in use. Entrance doors shall not be left open at any time. Each tenant,
before closing and leaving its premises at any time, shall turn out all lights.

      29. Hand trucks not equipped with rubber tires and side guards shall not
be used within the Building.

      30. All windows in each tenant's premises shall be kept closed, and all
blinds therein above the ground floor shall be lowered as reasonably required
because of the position of the sun, during the operation of the Building
air-conditioning system to cool or ventilate the tenant's premises.


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      31. Landlord reserves the right to rescind, alter or waive any rule or
regulation at any time prescribed for the Building when, in its judgment, it
deems it necessary, desirable or proper for its best interest and for the best
interests of the tenants, and no alteration or waiver of any rule or regulation
in favor of one tenant shall operate as an alteration or waiver in favor of any
other tenant. Landlord shall not be responsible to any tenant for the
non-observance or violation by any other tenant of any of the rules and
regulations at any time prescribed for the Building.




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                         Exhibit E - Letter of Credit
                       [NAME AND ADDRESS OF ISSUING BANK]

[INSERT DATE]
      IRREVOCABLE LETTER OF CREDIT NO.  (INSERT NUMBER)
[Landlord]
[c/o Hartz Mountain Industries, Inc.]
400 Plaza Drive
Secaucus, New Jersey  07094

Gentlemen:

At the request and for the account of [TENANT], located at ___________________
(hereinafter called "Applicant"), we hereby establish our Irrevocable Letter of
Credit No. [INSERT NUMBER] in your favor and authorize you and your assigns to
draw on us up to the aggregate amount of US$ [TO BE INSERTED] available by your
draft(s) at sight drawn on us and accompanied by the following:

A statement signed as follows: "The drawer hereunder is entitled to draw upon
this letter of credit pursuant to that certain lease agreement, dated [INSERT
DATE], by and between [LANDLORD], as Landlord, and [TENANT], as Tenant (the
"Lease")."

This Irrevocable Letter of Credit will be duly honored by us at sight upon
delivery of the statement set forth above without inquiry as to the accuracy of
such statement and regardless of whether Applicant disputes the content of such
statement. Partial drawings against this Letter of Credit are permitted.

This Irrevocable Letter of Credit shall automatically renew itself for
successive twelve (12) month periods from the date above, unless we notify you,
by certified mail, return receipt requested, of our intention not to renew at
least sixty (60) days prior to any annual renewal date.

This irrevocable Letter of Credit is transferable at no charge to any transferee
of Landlord upon notice to the undersigned from you and such transferee.

Multiple draws on this Letter of Credit are permitted.

This credit is subject to the Uniform Customs and Practices for Documentary
Credits (1993 Revisions International Chamber of Commerce, Publication #500).

Upon receipt of the documents above described, we shall pay you as requested.

                                          Very truly yours,

Name of Bank                        Countersigned:

-------------------------           -----------------------------
Vice President




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