AGREEMENT OF LEASE

                                                                  Exhibit 10.1





                               AGREEMENT OF LEASE



                               KAMPNER REALTY, LLC


                                   as Landlord


                                      - and -


                            FIVE STAR PRODUCTS, INC.

                                    as Tenant









Premises:          1202 Metropolitan Avenue
                  Brooklyn, New York 11237




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                                AGREEMENT OF LEASE


         AGREEMENT OF LEASE (this "Lease"), dated as of April 5, 2007, between
KAMPNER REALTY, LLC, a New York limited liability company having a place of
business at 16 Mt. Ebo Road South, Brewster, New York, 10509, hereinafter
referred to as "Landlord", and FIVE STAR PRODUCTS, INC., a Delaware corporation,
having its office at 10 East 40th Street, Suite 3110, New York, New York 10016,
hereinafter referred to as "Tenant".


                              PRELIMINARY STATEMENT

         WHEREAS, Landlord is the owner in fee simple of the land designated as
Tax Block 2945 and Lot 18 in the State of New York, County of Kings, as more
particularly described on Exhibit A attached hereto and made a part hereof (the
"Land"), and the buildings and improvements thereon, containing approximately
40,000 square feet and known as 1202 Metropolitan Avenue, Brooklyn, New York
11237, (the "Building") (the Land and the Building together referred to herein
as the "Premises");

         WHEREAS, Tenant desires to lease the Premises, including all fixtures,
equipment and other personalty owned by Landlord and located in, on or about the
Premises, in accordance with, and subject to, the provisions of this Lease;

         WHEREAS, Right-way Dealer Warehouse, Inc. ("Rightway") is the sole
tenant of the Premises pursuant to a prior lease agreement between Landlord and
Rightway; and

         WHEREAS, Tenant desires to purchase certain assets of Rightway and to
conduct business in the Premises pursuant to that certain asset purchase
agreement between Tenant and Rightway, dated as of March 13, 2007 (the "Asset
Purchase Agreement");

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter contained, Landlord and Tenant
hereby agree as follows:

                                   DEFINITIONS

         For all purposes of this Lease and all agreements supplemental thereto
or modifying this Lease, the following terms shall have the meanings herein
specified:

         "Additional Rent" shall mean all sums payable by Tenant to Landlord
pursuant to the various Articles herein in which said term is used and any other
charges, other than Base Rent, as the same shall become due and payable
hereunder.

         "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly Controlling, Controlled by or under common Control with
such Person.

         "Affiliated Parties" and "Affiliated Party" shall have the meaning
given to such terms in Section 10.1(i)(a).


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         "Alterations" shall have the meaning given to such term in Section 9.1.

         "Base Rent" shall mean the fixed rental payable pursuant to Section
1.3.

         "Building Systems" shall mean the Building's elevators, if any;
mechanical and interior and exterior electrical systems (including, without
limitation, heating, ventilation and cooling systems); plumbing systems; fire
protection, life safety and sprinkler systems; and all utility lines associated
therewith.

         "Business Days" shall mean all days, excluding Saturdays, Sundays and
all days observed, without duplication, by either the State of New York, or the
Federal Government as holidays.

         "Capital Repairs" shall mean: (i) all maintenance, repair, and
replacement of all or any portion of the Structural Elements and (ii) all repair
and replacements to any portion of the Premises, to the extent the same may be
capitalized in accordance with generally accepted accounting principles,
including, but not limited to, replacements to the Building Systems and/or the
repaving and/or replacement of the parking areas.

         "Commencement Date" shall mean the date on which the closing of the
transactions contemplated by the Asset Purchase Agreement shall have occurred
("Closing" or "Closing Date"), but subject to (i) Landlord's delivery to Tenant
of possession of, and keys to, the Premises on the Closing Date in its "AS IS"
condition, broom clean given the nature of the ongoing "Cash and Carry" business
being conducted therein (but with all furniture, equipment and other personalty
of Rightway and of the Landlord remaining therein and thereon) free of any
tenancies, including without limitation, the tenancy of Rightway, or other
rights to use, possess, or occupy the Premises, but subject to the requirements
of Section 2.2, and (ii) the prior approval of the United States Bankruptcy
Court of the District of Massachusetts ("Court Approval") to the Asset Purchase
Agreement and to this Lease if legally required.

         "Control" with respect to any partnership, corporation, limited
liability company, trust, governmental body or other entity, shall mean either
(i) ownership or voting control, directly or indirectly, of 50% or more of the
voting stock, partnership interests or other beneficial ownership interests of
the entity in question or (ii) the legal right to control the actions of an
entity (e.g., general partner of a limited partnership, a managing member of a
limited liability company, or the contractual right to control the management
and actions of an entity). An entity "Controlled" by one or more Persons means
an entity over which such Person(s) have Control. The Persons "Controlling" an
entity are the Persons in Control or having Control of such entity.

         "Default Interest Rate" shall mean two (2) percentage points over the
per annum prime or base rate announced from time to time by Citibank, N.A. or
its successor.

         "Environmental Law" means any and all federal, state and local laws,
statutes, regulations, ordinances, rules or regulations, now or hereafter in
effect, pertaining to hazardous substances at, on, under, or about the Premises.



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         "Excusable Delay" shall mean those situations beyond either party's
reasonable control, including by way of example and not limitation, a delay
caused by governmental action or lack thereof, shortages or unavailability of
materials and/or supplies, labor disputes, strikes, fire or other casualty, acts
of God; and of declared or undeclared war, public disorder, riot or civil
commotion.

         "Execution Date" shall mean the date on which this Lease is fully
executed and delivered by and to Landlord and Tenant.

         "Fair Market Value" shall mean the fair market value of the Premises as
of the date of this Lease as determined by an independent appraiser mutually
selected by Landlord and Tenant, as if the Premises was vacant space and without
taking into consideration the value or existence of this Lease. For purposes of
Article 33, "Fair Market Value" shall mean the Fair Market Value as increased
annually at a rate of three percent (3%), which increase shall be effective as
of each anniversary of the Commencement Date. The parties shall agree upon a
mutually acceptable independent appraiser within ten (10) days after the
execution and delivery of this Lease by and to the Landlord and Tenant. If
Landlord and Tenant cannot so agree, then each party shall retain an independent
appraiser to determine the Fair Market Value of the Premises in accordance
herewith. If the difference between the Fair Market Value determined by each
party's independent appraiser is less than or equal to ten percent (10%), then
the average of the two determinations shall be the Fair Market Value, unless a
mutually agreed upon value is reached. If the difference between the Fair Market
Value determined by each party's appraiser is greater than ten percent (10%),
then the parties' appraisers shall mutually select a third appraiser who shall
determine the Fair Market Value of the Premises in accordance herewith, and such
third appraisal shall be binding on Landlord and Tenant. The parties agree that
all appraisal(s) upon which the Fair Market Value is based shall be completed by
each party, and a true and complete copy thereof shall be delivered by and to
each party, within thirty (30) days after the Execution Date. A copy of all
appraisal reports obtained pursuant to this paragraph shall be annexed hereto in
full as Exhibit B.

         "GAAP" shall mean generally accepted accounting principles.

         "Governmental Authority" shall mean any governmental instrumentality,
authority or body (including, without limitation, the township, county, state or
federal governments, any agency, subdivision or department of any of the
foregoing or any other quasi-governmental agency, or any fire insurance rating
organization) that has lawful jurisdiction over the Premises or the use or
operation thereof.

         "Hazardous Substances" shall mean any substance, chemical, waste or
material that is regulated by any federal, state or local Governmental Authority
because of its toxicity, infectiousness, radioactivity, explosiveness,
ignitability, corrosiveness or reactivity, including, without limitation, ,
asbestos, polychlorinated biphenyls, flammable explosives, oil, petroleum or any
refined petroleum product or any pollutants, black mold or lead paint.

         "Improvements" shall mean all improvements, exclusive of the Building,
on the Land.



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         "Landlord Parties" shall mean Landlord's agents, servants, employees,
contractors, invitees and licensees (but expressly excluding Tenant and Tenant
Visitors).

          "Landlord Personalty" shall mean all furniture, fixtures and equipment
owned by Landlord which are now existing or contained in, on or about the
Premises, including without limitation, those items specified on Schedule 1
hereto.

         "Laws" shall mean all present and future laws, rules, orders,
ordinances, regulations, statutes, requirements, codes and executive orders,
extraordinary and ordinary, of (i) all Governmental Authorities, including the
Americans With Disabilities Act, 42 U.S.C. ss. 12101 (et seq.), New York City
Local Law 58 of 1987, and any law of like import, and all rules, regulations and
government orders with respect thereto, and any of the foregoing relating to
Hazardous Materials, environmental matters, public health and safety matters,
(ii) any applicable fire rating bureau or other body exercising similar
functions, affecting the Premises or the maintenance, use or occupation thereof,
or any street, avenue or sidewalk comprising a part of or in front thereof or
any vault in or under the same and (iii) all requirements of all insurance
bodies affecting the Premises.

         "Lease" or "this Lease" consists of this Agreement of Lease and all
exhibits and schedules attached hereto and made a part hereof.

         "Net Sales" shall mean the annual net sales of the Tenant as determined
by the Tenant and based upon the Tenant's certified financial statements
prepared by the Tenant's certified public accountant in accordance with GAAP.

         "Operating Expenses" shall mean without duplication, all costs and
expenses of Landlord that are reasonable and directly attributable to the
operation, servicing, maintenance and management of the Building during the term
of the Lease and any renewal term determined in accordance with GAAP, but
specifically excluding (i) any costs associated with the operation or business
of Landlord or the Landlord's ownership of the Land and Building, including
without limitation, any mortgage interest, mortgage taxes and financing costs,
general overhead and administrative costs, and tax return preparation, (ii)
costs of leasing or attempting to lease all or any portion of the Premises;
(iii) costs of judgments, settlements or arbitration awards against Landlord or
the Building; (iv) costs to remedy violations of law arising from Landlord's
negligence; (v) all soft and hard costs associated with the Landlord's
construction or renovation of the Building where such construction or renovation
is not Tenant's obligation hereunder, (vi) costs associated with the removal,
replacement, enclosure or other treatment of asbestos, freon, lead paint, PCB's
or other hazardous substances or toxic materials not brought onto the Premises
by Tenant, (vii) amounts reimbursed Landlord from insurance, guaranties or
warranties, (viii) insurance costs of Landlord, and (ix) costs incurred in
connection with Landlord's title or other property interests.

         "Permitted Alterations" shall have the meaning given to such term in
Section 9.1.



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         "Person" shall mean any natural person, corporation, partnership
(general or limited), limited liability company, trust, association, joint
venture, governmental body or agency or other entity.

         "Premises" shall mean the Building, the Land, and all other
improvements existing on the Land as of the date of this Lease, collectively.

         "Structural Elements" shall mean all elements of the roof (including
roof joists, structure, and membrane) of the Building, the exterior (including
gutters, flashings, and downspouts) of the Building, and to all elements of the
exterior windows, footings, foundation, floor slabs, permanent exterior walls,
support columns, and joists of the Building.

         "Tax Appeal" shall have the meaning set forth in Section 5.4 hereof.

         "Tax" or "Taxes" shall mean all real estate taxes, governmental
impositions and special assessments levied against the Premises, giving effect
to any exemptions, abatements or reductions in Taxes for which the Premises is
or may in the future be eligible. Notwithstanding the foregoing, (i) in the
event that any real estate taxes and/or assessments against the Premises may be
paid in two or more installments, Landlord shall pay the same over the longest
period permitted, and Taxes shall include only those installments required to be
paid during the Term and (ii) Taxes shall not include (x) any federal, state or
local income, revenue or excise taxes imposed on Landlord or any inheritance,
estate, succession, gift, capital stock, franchise, excise, realty transfer or
excess profit taxes (unless, and only to the extent, imposed in lieu of Taxes),
(y) any Taxes that are attributable to any land or improvements on such land to
the extent that such land is not included in the definition of the Land, as set
forth above, and (z) any omitted or additional Taxes assessed during the Term
but relating to a period prior to the Commencement Date or after the Termination
Date. In addition, the amount of such tax deemed to be included in the term
"Taxes" herein shall be determined as if the Building and the Land were the only
assets of Landlord and as if the rent paid hereunder were the only income of
Landlord. Landlord represents that no tax appeals with respect to the Premises
are pending or shall be pending as of the Commencement Date and that there are
no "PILOT" agreements that affect the Premises.

         "Tenant Personalty" shall have the meaning given to such term in
Section 1.2(b).

         "Tenant's Visitors" shall mean persons invited by Tenant into the
Building as guests or doing lawful business with Tenant including, without
limitation, Tenant's agents, servants, employees, contractors, invitees and
licensees.

         "Term" shall mean the time period commencing on the Commencement Date
and terminating on the Termination Date.

         "Termination Date" shall mean the day immediately preceding the fifth
(5th) anniversary of the Commencement Date or, if the Commencement Date occurs
other than on the first day of a calendar month, the last day of the calendar
month in which the fifth (5th) anniversary of the Commencement Date occurs. If
the original term is extended pursuant to the provisions of this Lease, the
Termination Date shall mean the last day of any such extended term.

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            ARTICLE 1 DEMISE OF PREMISES; TERM; RENT; ADDITIONAL RENT

         1.1. (a) Landlord, for and in consideration of the covenants
hereinafter contained and made on the part of Tenant, hereby leases to Tenant
for the Term, and Tenant hereby hires from Landlord for the Term, the Premises
and all Landlord Personalty, subject to the terms and conditions of this Lease.

                  (b) Landlord shall deliver possession of, and the keys to, the
Premises on the Closing Date. In the event Tenant receives Court Approval and
the Closing has occurred, but Landlord fails to deliver possession of, and keys
to, the Premises in the condition required by the terms of this Lease on the
Closing Date, then Landlord shall be in default of this Lease. In such event,
Tenant shall have the right to seek monetary damages and equitable relief,
including but not limited to, specific performance, it being agreed between the
parties that Landlord's default would cause Tenant immediate and irreparable
damage and that monetary damages would not be an adequate remedy for such
breach. Notwithstanding the foregoing sentence, in the event Landlord is in
default of this Lease for its failure to deliver possession of, and the keys to,
the Premises on the Closing Date, then Tenant's obligations under this Lease
shall be extended one additional day beyond such the Closing Date for each day
that Landlord's delivery of possession of, and the keys to, the Premises is
delayed beyond the Closing Date through the date that Landlord delivers to
Tenant possession of, and keys to, the Premises in the condition required
hereby. In the event that all of the conditions to the Commencement Date
specified in this Paragraph and in the definition of "Commencement Date" have
not been satisfied within sixty (60) days after the full execution and delivery
of this Lease by and to the parties, then Tenant shall have the right to
terminate this Lease at any time thereafter (but prior to the satisfaction of
the foregoing conditions), upon written notice to Landlord. In the event that
the Closing does not occur on or before April 13, 2007, this lease may be
terminated upon written notice by Tenant to Landlord, in which event neither
party shall have any liabilities or obligations to the other.

         1.2. (a) Tenant shall have the right, at no additional charge, to use
  all of the parking areas serving the Building. Tenant shall have full access to
  the Building and the Premises at all times, and if access to a public road is
  via private roads or
streets, Tenant shall have the continuous right to unimpeded use of such roads
and streets for ingress and egress to the Building and the Premises.

         (b) Landlord hereby agrees not to remove, transfer, alter, affect or
make any claim to or file any lien against any of the furniture, fixtures,
equipment or other personal possessions, alterations or improvements, of or
belonging to Rightway which are now existing at, on or about the Premises,
including but limited to those items specified on Schedule 2 hereto ("Tenant
Personalty"), it being understood between the parties that all such Tenant
Personalty is being acquired by Tenant from Rightway for Tenant's use. Landlord
makes no representations or warranties as to the physical condition or title to
the Personalty; provided that Landlord hereby represents that it has not,
removed, transferred, altered, affected or made any claim to or filed any lien
against any Tenant Personalty and has not caused any other Person to remove,
transfer, alter, affect or make any claim to Tenant Personalty prior to and
including the Commencement Date.

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         1.3.

                  (i) Tenant hereby covenants and agrees to pay the following to
Landlord, from and after the Commencement Date and during the Term, to the
address set forth above or such other place as Landlord may from time to time
designate, without any offset, counterclaim, abatement or deduction whatsoever
except as expressly provided herein: (y) the Base Rent specified in Section
1.3(ii) in monthly installments on the first day of each month during the Term,
in advance, without notice or demand, and (z) the Taxes as herein provided, and
all other sums payable by Tenant hereunder constituting Additional Rent;
provided that Tenant shall have the right to receive Tax statements directly
from any taxing authorities and to pay such Taxes directly to such taxing
authorities.

                  (ii) If the Commencement Date shall fall on a day other than
the first day of a calendar month, the Base Rent and any Additional Rent payable
hereunder shall be apportioned for the number of days remaining in that month
from the Commencement Date through the last day of the calendar month in which
the Commencement Date occurs. Tenant shall pay Base Rent as follows, subject to
any adjustment as provided in Section 1.4, below: Commencing on the Commencement
Date and continuing through and including the currently scheduled Termination
Date, Tenant shall pay annual Base Rent in the amount of Three Hundred
Twenty-five Thousand and 00/100 Dollars ($325,000.00) per annum payable in equal
monthly installments of Twenty-seven Thousand Eighty-three and 33/100 Dollars
($27,083.33).


         1.4. Base Rent Adjustment. Notwithstanding the provisions of Section
1.3(ii), above, the Base Rent may be adjusted annually for fiscal years ending
December 31, 2008, December 31, 2009, December 31, 2010, and December 31, 2011
in accordance with the terms of this Section 1.4.

                  (i)   Definitions.   For purposes of this Section 1.4,   the
following   terms shall have the meanings   ascribed to them below:

                           (a) "Fiscal Year" shall mean any fiscal year ending
December 31, 2008, December 31, 2009, December 31,
2010, or December 31, 2011.

                           (b) "Notional Account" shall mean the notional
account maintained by Tenant pursuant to the terms of
this Section 1.4.

                           (c) "Sales Shortfall" shall mean the difference
between the Target and the Adjusted Net Sales.

                           (d) "Target" shall mean Eight Million ($8,000,000)
Dollars in Net Sales.




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                  (ii)      Determination of Base Rent Adjustment.

                    (a) Within ninety (90) days after the end of a Fiscal Year,
Tenant shall determine the Tenant's Net Sales for such Fiscal Year, and if such
Net Sales for such Fiscal Year equals or exceeds the Target then no adjustment
shall be made to the Base Rent for such Fiscal Year. If the Net Sales for such
Fiscal Year is below the Target, then the Net Sales for such Fiscal Year shall
be increased to the extent of the positive balance in the Notional Account, and
to the extent the Net Sales for such Fiscal Year as adjusted are less than the
Target, an adjustment to the Base Rent shall be calculated. Such adjustment
shall be calculated by dividing the Sales Shortfall by 1,000,000, and then
multiplying the result by fifteen percent (15%) of the Base Rent.
Notwithstanding the foregoing sentence, such adjustment shall not exceed an
amount that would reduce the Base Rent below Two Hundred Thousand ($280,000)
Dollars per annum.

                          (b) Tenant shall maintain a Notional Account for
purposes of this Section 1.4. At January 1, 2008,
the Notional Account shall have a zero balance. After each Fiscal Year, Tenant
shall credit the Notional Account with any amount of Net Sales for such Fiscal
Year in excess of the Target, and reduce the Notional Account (x) to the extent
Net Sales for such Fiscal Year are less than the Target and (y) by the amount
the Notional Account is reduced to adjust Net Sales for any prior Fiscal Year
but not below zero. Any positive balance in the Notional Account may be used to
address the reduction of Base Rent in any prior Fiscal Year, and any
reimbursement for reduced rent that becomes payable by Tenant to Landlord as a
result of such adjustments shall be paid in accordance with Section 1.4(iii)(b),
below.

                  (iii) Payment of Adjustments. Within ninety (90) days after
the end of each Fiscal Year, Tenant shall render a statement to Landlord with
Tenant's determination of its Net Sales for such Fiscal Year and Tenant's
calculation of any adjustment to the Base Rent ("Tenant's Statement").

                           (a) To the extent that any Base Rent is to be reduced
pursuant to this Section 1.4, then the amount of
such reduction shall be paid by Landlord to Tenant within thirty (30) days after
the rendering of Tenant's Statement to Landlord; or if Landlord fails or refuses
to pay such amount to Tenant, in whole or in part, within such thirty (30) day
period, then Tenant may credit any such amount owed to Tenant against subsequent
installments of Base Rent or Additional Rent payable by Tenant to Landlord
hereunder.

                           (b) To the extent that Landlord is owed any Base
Rent, as adjusted pursuant to this Section 1.4, then
Tenant, at Tenant's option, shall either pay such amount to Landlord within
thirty (30) days after rendering Tenant's Statement to Landlord reflecting such
amount, or shall add such amount to the Base Rent for the following fiscal year
and shall pay the same in twelve (12) equal monthly installments during such
fiscal year.

         1.5 Landlord shall have all the rights and remedies for the collection
of Additional Rent as are available to Landlord for the collection of the Base
Rent.

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                         ARTICLE 2 CONDITION OF PREMISES

         2.1. Except as expressly provided herein (including, but not limited
to, Landlord's representations and warranties set forth in this Lease), Tenant
accepts the Premises on an "AS-IS" basis without representation or warranty by
Landlord. Landlord shall deliver the Premises to Tenant in broom clean condition
given the nature of the ongoing "Cash and Carry" business therein (but with all
furniture, equipment and other personalty of Rightway and of Landlord remaining
therein and thereon) free of any tenancies, including without limitation, the
tenancy of Rightway, or any other rights to use, possess, or occupy the
Premises, but subject to the requirements of Section 2.2.

          2.2. Landlord represents and warrants that, as of the Commencement
Date, (i) the Building Systems (including, but not limited to, the sprinkler
systems) are in good working order, (ii) all utilities, including but not
limited to electricity, and hot and cold water, are available at the Premises,
(iii) the Premises is in compliance with all Laws; and (iv) there are no
Hazardous Substances at, on, or under the Premises except as to any inventory
and other equipment utilized by Rightway in the normal course of Rightway's
"Cash and Carry" business, none of which is in violation of any Environmental
Laws. In the event that any of the foregoing representations of Landlord are
determined to be inaccurate, false or fraudulent, Landlord shall, within thirty
(30) days after receipt of written notice from Tenant, take all such actions as
are necessary to make such representations true and accurate, including all
actions necessary to bring the Premises into compliance with all current Laws,
at Landlord's sole cost and expense, and, with respect to any Hazardous
Substances, to remediate and remove all such Hazardous Substances from the
Premises, at Landlord's sole cost and expense; and Landlord shall indemnify,
defend, and hold Tenant harmless with respect to any claims, liabilities,
damages, and expenses (including, but not limited to, reasonable attorneys' fees
and costs) incurred by Tenant as a result of or arising out of such inaccuracy
or failure of landlord to cure or remedy the same. Landlord's obligation
hereunder shall survive the expiration or sooner termination of this Lease.


                                  ARTICLE 3 USE


         3.1. The Premises shall be used by Tenant and by any permitted assignee
or subtenant for warehousing, and/or for the wholesale and/or distribution of
goods and any related uses, with offices appurtenant thereto(the foregoing,
collectively, "Permitted Use"). Landlord represents to Tenant that the Premises
are properly zoned to permit the Permitted Use and that a certificate of
occupancy exists to permit such uses.


                         ARTICLE 4 COMPLIANCE WITH LAWS

         4.1. Except as expressly provided herein, Tenant, at its sole expense,
shall comply with all rules, orders, laws, regulations and requirements of any
Governmental Authority, Board of Fire Underwriters or any other similar body
exercising functions similar to those of any of the foregoing which shall impose
any violation, order or duty upon Tenant with respect to the Premises during the


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Term. Notwithstanding the foregoing, Tenant shall be entitled to contest the
applicability of any Laws, at its sole cost and expense, and shall not be
required to make any changes until the issue is finally determined.

          4.2 Tenant shall comply with, and Tenant's rights and obligations under
this Lease and Tenant's use of the Premises shall be subject and subordinate to
all easements, covenants, conditions, and restrictions of record now affecting
the Premises; provided that Landlord covenants that there are not currently any
such easements, covenants, conditions or restrictions affecting the Premises,
except for mortgages of record. Tenant also shall comply with, and Tenant's
rights and obligations under the Lease and Tenant's use of the Premises also
shall be subject and subordinate to, all recorded easements, covenants,
conditions, and restrictions hereafter affecting the Premises so long as (i)
such easements, covenants, conditions and restrictions were reasonably approved
in writing by Tenant in advance, or were imposed by law and are in a form
approved by Tenant, which approval shall not be unreasonably withheld or delayed
and (ii) in any event, do not result in any increase in Tenant's obligations, or
Base Rent or Additional Rent or in any decrease in Tenant's rights herein.


                                 ARTICLE 5 TAXES

         5.1. This is a net lease, it being the intention of the parties hereto
that the Base Rent to be received by Landlord shall be absolutely net of all
costs and expenses (except as otherwise expressly provided in this Lease).

         5.2. From and after the Commencement Date but subject to the conditions
herein set forth, Tenant covenants and agrees to pay, as Additional Rent, all
Taxes that are, during the Term, assessed, levied, or imposed upon the Premises;
provided, however, that if, by law, any such imposition is payable, or may, at
the option of the taxpayer, be paid, in installments (whether or not interest
shall accrue on the unpaid balance of such imposition), Tenant may pay the same,
together with any accrued interest on the unpaid balance of such imposition in
installments as the same respectively become due. In addition, any Tax relating
to a fiscal period of the taxing authority, a part of which period is included
within the Term of this Lease and a part of which is included in a period of
time after the expiration or sooner termination of this Lease shall be adjusted
as between Landlord and Tenant as of the termination of the Term of this Lease.
With respect to any imposition for public improvements or benefits which, by law
is payable, or at the option of the taxpayer may be paid, in installments,
Landlord shall pay the installments thereof which become due and payable
subsequent to the termination of this Lease, and Tenant shall pay those
installments, which become due and payable during the Term of this Lease.

         5.3. Upon written request from Landlord, Tenant shall furnish a copy of
official receipts of the appropriate taxing authority, or other proof reasonably
satisfactory to Landlord, evidencing the payment of the Taxes.

         5.4. Landlord acknowledges that Tenant shall have the exclusive right,
but not the obligation, in Tenant's name, to (a) apply for and receive the
benefit of any abatement, exemption or reduction of any Taxes, and (b) prosecute


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<PAGE>

a tax appeal for the Premises (a "Tax Appeal"). During the pendency of such Tax
Appeal, Tenant shall pay the Taxes as required hereunder in the amount so
billed. Tenant shall have any right to settle or compromise any Tax Appeal with
the consent of Landlord, which consent shall not be unreasonably withheld,
conditioned, or delayed. If Tenant commences a Tax Appeal pursuant to this
Section 5.4, Tenant shall give Landlord prior written notice of its intention to
file such Tax Appeal and shall pursue such contest in good faith and with due
diligence. With respect to any Tax Appeal or any application by Tenant for any
Tax abatement, exemption or reduction, Landlord shall, at Tenant's expense,
cooperate in the filing of any forms related thereto and/or in the institution
and prosecution of any such proceedings initiated by Tenant and shall provide
such information concerning the Premises as Tenant shall reasonably request for
use in connection with any such proceeding. Upon receipt of written request from
Landlord, Tenant shall provide Landlord with copies of all filings relating to
any Tax Appeal that Tenant shall commence and prosecute and shall keep Landlord
timely informed of the status of such Tax Appeal, and of any Tax exemption,
abatement or other reduction sought by Tenant.


                         ARTICLE 6 INTENTIONALLY OMITTED


                       ARTICLE 7 LANDLORD'S RIGHT OF ENTRY

         7.1. Landlord and Landlord's agents and representatives shall have the
right, when accompanied by a representative of Tenant, to enter the Premises at
all reasonable hours and upon reasonable notice, as more particularly
hereinafter described, for the following purposes: (i) performing maintenance,
repairs, or alterations to the Premises but only in the event of default by
Tenant under the terms of this Lease; (ii) showing the Premises to prospective
new tenants during the last twelve (12) months of the Term; (iii) showing the
Premises during the Term to any mortgagees or prospective purchasers of the
Premises; or (iv) curing any default by Tenant in performing its obligations
under this Lease beyond any applicable notice and grace period. All non-emergent
work within the Premises shall be performed in accordance with a schedule and
plan approved by Tenant, which approval shall not be unreasonably withheld,
delayed or conditioned, but in no event shall Landlord be prohibited or
unreasonably restricted from performing such work on a timely and commercially
reasonable basis.

         7.2. Landlord may enter upon the Premises at any time in case of
emergency upon prior verbal notice if possible and with the accompaniment by a
representative of Tenant to the extent Tenant makes such representative
immediately available. Landlord shall advise Tenant of the date, time and nature
of all such entries promptly following cessation of the emergency.

         7.3. In connection with any entry by Landlord pursuant to this Article
7, Landlord shall use all reasonable efforts to minimize the disruption of
Tenant's use of the Premises and all work performed by or on behalf of Landlord
in or on the Premises pursuant to this Article 7 shall be performed with as
little inconvenience to Tenant's business as is reasonably possible. Tenant
shall have the right, in its sole discretion, to designate a representative to
accompany Landlord, or any third parties, while they are on the Premises.


                                        11
<PAGE>

                        ARTICLE 8 MAINTENANCE BY TENANT;
                     OPERATING EXPENSES AND CAPITAL REPAIRS

         8.1. Maintenance; Operating Expenses. During the Term hereof and any
renewal term, Tenant shall, at Tenant's sole cost and expense, maintain the
Premises in at least as good condition and repair as the same were delivered to
Tenant as of the Commencement Date, reasonable wear and tear permitted. The
foregoing shall include routine maintenance and repairs of the Building Systems
and maintenance of the parking areas, including sweeping and snow plowing. In
connection with the foregoing, Tenant shall also bear the cost of all Operating
Expenses.

         8.2. Capital Repairs & Expenses. During the Term hereof, and any
renewal term, Tenant shall perform, at Tenant's sole cost and expense, all
Capital Repairs that Tenant deems necessary in Tenant's sole but reasonable
judgment. All such Capital Repairs shall be performed by or on behalf of Tenant
in a good and workmanlike manner and in compliance with all Laws. Tenant shall
provide Landlord with at least ten (10) days' written notice of all projects
involving Capital Repairs, together with a copy of any drawings and designs.
Landlord shall promptly cooperate with Tenant in the submission of any
applications for permits, approvals or certificates where Landlord's signature
or other information is required by such Governmental Authority. All permits,
approvals and certificates required by all Governmental Authorities in
connection therewith shall be timely obtained by Tenant at Tenant's expense and
submitted to Landlord.

         8.3 Utilities. Commencing on the Commencement Date, Tenant shall
directly contract for, and shall pay directly to the appropriate supplier, the
cost of all utilities and related services supplied to the Premises (including,
without limitation, water, sewer, gas and electricity).


                              ARTICLE 9 ALTERATIONS

         9.1. Tenant shall be permitted to make any alterations, improvements,
additions or physical changes in or about the Premises ("Alterations") that do
not materially and adversely affect either the Structural Elements of the
Building or any Building System ("Permitted Alteration"). Except for Permitted
Alterations, Tenant agrees not to make or allow to be made any Alterations
without first obtaining the written consent of Landlord in each instance, which
consent shall not be unreasonably withheld, conditioned or delayed (and, in any
event, shall not be conditioned on the payment to Landlord of any fees or
charges due to Landlord's review). Notwithstanding the foregoing, in the event
Landlord fails to notify Tenant within ten (10) Business Days of Landlord's
receipt of Tenant's notice of its proposed Alterations (together with all
documentation required to be submitted to Landlord hereunder) of Landlord's
consent or denial of consent to the proposed Alterations, Landlord shall be
deemed to have consented to such proposed Alterations. Tenant shall be required
to provide Landlord notice of any Permitted Alterations (other than Permitted
Alterations that are decorative or cosmetic in nature or do not require the
issuance of a building permit) accompanied by plans and specifications for such
Alteration prior to Tenant commencing such Alterations. Any and all Alterations
to the Premises that remain at the Premises upon the expiration or sooner
termination of this Lease shall become the property of Landlord upon the
expiration or sooner termination of this Lease, except for trade fixtures,


                                       12
<PAGE>

movable equipment, furniture, or personal property owned by Tenant (including,
but not limited to, the Tenant Personalty), and prior to such termination Tenant
shall have the right to remove any such Alterations at any time during the Term
of this Lease subject to the provisions of this Article 9, provided that Tenant
shall be responsible for repairing any damage to the Building resulting from the
removal of such Alterations.

         9.2. All permits, approvals and certificates required by all
Governmental Authorities shall be timely obtained by Tenant at Tenant's expense
and submitted to Landlord (Landlord shall execute any application reasonably
required by Tenant therefor provided that such execution shall be without
expense to Landlord and further provided that Landlord's execution is required
by such Governmental Authority). Notwithstanding Landlord's approval of plans
and specifications for any Alteration, all Alterations shall be performed in
full compliance with all applicable Laws.


                      ARTICLE 10 ASSIGNMENT AND SUBLETTING

         10.1.

                  (i) Provided Tenant is not then in default of this Lease
beyond any applicable notice and grace period, Tenant shall have the right to
assign this Lease or sublease all or a portion of the Premises to any Person,
subject to the express provisions of this Article 10.

                           (a) Assignment to Affiliated Parties. Five Star
Products, Inc. and any Person who becomes a tenant or
subtenant pursuant to the terms of this Section 10.1(b) shall be referred to
herein collectively as the "Affiliated Parties" and individually as an
"Affiliated Party". Neither a merger, consolidation, or corporate restructuring
involving Five Star Products, Inc., National Patent Development Corporation or
any of their respective Affiliates, nor the transfer of any current, or issuance
of any new, shares of stock of any of them, shall be deemed to be an
unauthorized assignment of this Lease. Five Star Products, Inc. and any of its
Affiliates who becomes a tenant hereunder shall have the right to assign this
Lease or sublease all or any part of the Premises to any of their respective
Affiliates, consistent with the Permitted Uses specified herein.

                           (b) Sale or Transfer of Business. The Affiliated
Parties shall have the right to assign this Lease to
any Person upon fifteen (15) days' prior notice to Landlord in each of the
following circumstances:

                                    (1) Where an assignment of this Lease is in
conjunction with, and to the same Person as, the sale or transfer of the "Cash
and Carry" business being operated by any of the Affiliated Parties at the
Premises; and/or

                                    (2) Where an assignment of this Lease is in
conjunction with the sale or transfer, by any means, of a substantial portion of
the business or portfolio holdings or of any shares of stock of any of the
Affiliated Parties.


                           (c) Any assignment of this Lease or sublease of the


                                       13
<PAGE>

Premises pursuant to the terms of Subsections (a) and (b), above, shall be
referred to herein as a "Permitted Assignment or Sublease".

                           (d) Notice. Tenant shall give Landlord fifteen (15)
days' prior written notice of any Permitted
Assignment or Sublease, including the effective date of the proposed assignment
or sublease. Any assignment or sublease as permitted under this Article 10 shall
be subject to the requirement that such assignee or sublessee shall use and
occupy the Premises solely for the Permitted Uses and for no other purposes.

                           (e) Notwithstanding anything in this Lease to the
contrary, any assignment of the Lease carries with it the option to purchase the
Premises pursuant to the terms of Article 33 hereof.
                                                               
                  (ii) Successor Tenants. The parties acknowledge and agree that
the rights given to the Affiliated Parties under the terms of Section 10.1(i)
hereof are specific to the Affiliated Parties only. Accordingly, notwithstanding
anything to the contrary in Section 10.1(i), any successor tenant of any of the
Affiliated Parties that is not itself an Affiliated Party (a) shall not have the
right to further assign this Lease except as permitted under the terms of
Section 10.1(iii), hereof, and (b) shall deposit with Landlord the sum of
$81,250, which is equal to three month's Base Rent, as security for such
successor tenant's performance of its obligations hereunder.

                  (iii) In the event that Tenant desires to assign this Lease to
any Person not in connection with a Permitted Assignment, then such assignment
shall require the prior written consent of Landlord, which consent shall not be
unreasonably withheld, delayed or conditioned. If Tenant requests Landlord's
consent to the assignment of this Lease, Tenant shall submit in writing to
Landlord the following material relating to the proposed assignee:

                           (a) the name and address,

                           (b) the terms and conditions of the proposed
assignment or subletting,

                            (c) the nature and character of the business to be
conducted in the Premises,

                           (d) an executed copy of the assignment or sublease,
and

                           (e) any banking, financial or other records of the
proposed assignee or subtenant reasonably requested
by Landlord.

                  (iv) Landlord shall have the option, exercisable by written
notice to Tenant within fifteen (15) days after receipt of Tenant's written
request pursuant to Subsection (iii), above, to terminate Tenant's Lease on the
effective date of the proposed assignment, and Landlord shall execute and
deliver an instrument releasing and discharging the Tenant from all obligations
and liabilities under this Lease accruing after the effective date of such
proposed assignment. Thereafter, Tenant shall vacate and surrender possession of
the entire Premises in accordance with the Lease on or before said effective
date.

                  (v) If Landlord does not exercise its option to recapture the
Premises as specified in Subsection (iii), above, then within such twenty (20)


                                       14
<PAGE>

day period, Landlord shall not unreasonably withhold Landlord's consent to the
proposed assignment, provided that Tenant consummates such assignment: (a) in a
manner substantially consistent with the information Tenant gave Landlord under
Subsection (iii) hereof; and (b) within ninety (90) days after Tenant requested
Landlord's approval. By Landlord's failure to recapture the Premises or to
respond in writing to Tenant's request within such twenty (20) day period as
required hereunder, Landlord shall be deemed to have consented to Tenant's
proposed assignment of the Lease.

                   (vi) If Tenant's interest in this Lease is assigned or if the
Premises or any part thereof are sublet to, or occupied by, or used by, anyone
other than Tenant, whether or not in violation of this Article 10, Landlord may,
after default by Tenant, accept from any assignee, sublessee or anyone who
validly claims a right to the interest of Tenant under this Lease, or who
occupies any part(s) or the whole of the Premises, the payment of Base Rent and
Additional Rent or any portion thereof and/or the performance of any of the
other obligations of Tenant under this Lease, but such acceptance shall not be
deemed to be a waiver by Landlord of the breach by Tenant of the provisions of
this Article 10, nor a recognition by Landlord that any such assignee,
sublessee, claimant or occupant has succeeded to the rights of Tenant hereunder,
nor a release by Landlord of Tenant from further performance by Tenant of the
covenants on Tenant's part to be performed under this Lease; provided, however,
that the net amount of Base Rent and Additional Rent collected from any such
assignee, sublessee, claimant or occupant shall be applied by Landlord to the
Base Rent and Additional Rent to be paid hereunder. In addition, Landlord agrees
that Landlord's waiver of claims and Landlord's insurance company's waiver of
subrogation as contained in this Lease for the benefit of Tenant shall also
inure to the benefit of such subtenant.

         10.2. Tenant shall not assign this Lease or sublet all or any portion
of the Premises to any governmental or quasi-governmental entity or to a party
with diplomatic immunity or otherwise not amenable to service of process in New
York. Prior to advising the leasing market of its desire to sublease any portion
of the Premises or assign this Lease, Tenant shall notify Landlord of such
desire.

         10.3. Tenant shall cause to be executed by its assignee an agreement to
perform faithfully and to assume and be bound by all of the terms, covenants,
conditions, provisions and agreements of this Lease. Any sublease executed by
Tenant shall expressly provide that it is subject to all of the terms and
conditions of this Lease, that the subtenant shall not violate any of such terms
or conditions and at the option of Landlord, in the event of the termination of
this Lease, the subtenant will attorn to Landlord. An executed counterpart of
each sublease or assignment and assumption of performance by the assignee shall
be delivered to Landlord within five (5) days prior to the commencement of
occupancy set forth in such assignment or sublease.

          10.4. In no event shall any assignment or subletting release or relieve
Tenant from its obligations fully to observe or perform all of the terms,
covenants and conditions of this Lease on its part to be observed or performed
and the fact that Landlord may consent to any assignment or subletting shall not
be construed as constituting such a release of Tenant. Tenant and each assignee
shall be and remain fully liable for the observance of all of the covenants and
provisions of this Lease, including, but not limited to, the payment of Base
Rent, Additional Rent, and other charges due hereunder through the entire Term
of this Lease, as the same may be renewed, extended, or modified. However,


                                       15
<PAGE>

Tenant's continued liability subsequent to an assignment of this Lease shall not
be increased by any amendment or modification to this Lease entered into by such
assignee and Landlord after the date of such assignment to the extent that any
such amendment or modification of this Lease increases the liability of Tenant
and/or increases the monetary obligations of Tenant hereunder, unless such
increase in liability or monetary obligations is pursuant to any rights, option
or other terms of this Lease as set forth as of the date immediately prior to
the date of such assignment, provided that no modification, amendment of the
Lease or any increase or reduction in the liabilities under the Lease shall
release or discharge the liability of Tenant under this Lease.


                               ARTICLE 11 SURRENDER

         11.1 Upon the Termination Date, or prior expiration of the Term of this
Lease, Tenant shall peaceably and quietly quit and surrender to Landlord the
Premises, broom clean, in as good condition as existed on the Commencement Date,
except for normal wear and tear and damage by fire or other casualty, free and
clear of tenants and occupants and subject to the provisions of Article 9.


                             ARTICLE 12 HOLDING OVER

         12.1 If Tenant holds over possession of the Premises beyond the
Termination Date or prior expiration of the Term, then Tenant shall be deemed to
be a tenant from month to month under all of the same terms and conditions of
this Lease, except as to the Base Rent and the duration of the Term. Tenant
agrees that the charge for use and occupancy of the Premises so long as Tenant
holds over shall be a liquidated sum equal to 150% (pro rated on a daily basis)
of the Base Rent and 100% of the Additional Rent required to be paid by Tenant
during the calendar year preceding the Termination Date or earlier expiration of
the Term for the period extending beyond the Termination Date or prior
expiration of the Term; provided that Tenant's Base Rent shall remain 100% of
the Base Rent in the event that and for so long as Tenant and Landlord are in
good faith negotiations for the renewal or extension of this Lease. Either party
may terminate such tenancy by giving to the other at least thirty (30) days
prior written notice of its intent to terminate. Notwithstanding anything to the
contrary contained herein, Tenant shall have no liability for any consequential
damages or other damages resulting from any holdover (such as damages arising in
connection with any reletting by Landlord which cannot proceed by reason of the
holding over by Tenant) suffered either by Landlord or by any party claiming
through Landlord in connection with this Lease. The provisions of this Article
shall survive the Termination Date or earlier expiration of the Term.


                        ARTICLE 13 INTENTIONALLY OMITTED



                                       16
<PAGE>

                           ARTICLE 14 QUIET ENJOYMENT

         14.1. Landlord covenants and agrees that, upon the performance by
Tenant of all of the covenants, agreements and provisions hereof on Tenant's
part to be kept and performed, Tenant shall have, hold and enjoy the Premises,
subject to the terms of this Lease. The foregoing covenant is and shall be, in
addition to and not in derogation of Tenant's implied right to quiet enjoyment.


                               ARTICLE 15 DEFAULT

         15.1 If during the Term any one or more of the following acts or
occurrences shall occur, it shall constitute an Event of Default hereunder:

                   (i) Tenant shall fail to pay any Base Rent, Additional Rent or
other sum of money due hereunder when such sum is due and such failure shall
continue for a period of ten (10) Business Days after Tenant's receipt of
written notice from Landlord of Tenant's failure to pay same when due; or

                  (ii) Tenant shall fail to comply with any provision of this
Lease or any other agreement between Landlord and Tenant not requiring the
payment of money, and such failure shall continue for a period of thirty (30)
days after written notice of such default is given to Tenant, provided however,
that if such default is capable of being cured within a reasonable period, but
cannot be cured within such thirty (30) day period, then Tenant shall have such
period of time longer than thirty (30) days as is reasonably required to cure
such default with all due diligence.


               ARTICLE 16 LANDLORD'S RIGHTS UPON TENANT'S DEFAULT

         16.1. If any Event of Default occurs, Landlord may, notwithstanding the
fact that Landlord may have other remedies hereunder or at law or in equity, by
written notice to Tenant, designate a date, not less than ten (10) days after
the giving of such notice, on which this Lease shall terminate; and thereupon,
unless the Event of Default is fully and unconditionally cured by Tenant prior
to such date, the Term of this Lease and the estate hereby granted shall expire
and terminate on such date with the same force and effect as if the date
specified in such notice were the Termination Date and all rights of Tenant
hereunder shall expire and terminate but Tenant shall remain liable as provided
in this Lease, and Landlord shall have the right to remove all persons, goods,
fixtures and chattels from the Premises, by reasonable force or otherwise but
all in accordance with applicable Laws, without liability or damages to Tenant.

         16.2. If this Lease is terminated as provided in Section 16.1, or as
permitted by law, Tenant shall peaceably quit and surrender the Premises to
Landlord, and except as set forth in Section 10.7 of this Lease, Landlord may,
without further notice, enter upon, re-enter, possess and repossess the same by
summary proceedings, ejectment or other legal proceeding, and again have,


                                        17
<PAGE>

repossess and enjoy the same as if this Lease had not been made, and in any such
event neither Tenant nor any person claiming through or under Tenant shall be
entitled to possession or to remain in possession of the Premises, and Landlord
at its option shall forthwith, notwithstanding any other provision of this
Lease, be entitled to recover from Tenant as and for damages either:

                  (i) the excess, if any, of (1) all Base Rent and Additional
Rent (conclusively presuming the Additional Rent to be the same as was payable
for the calendar year immediately preceding such termination) reserved hereunder
for the unexpired portion of the Term over (2) the aggregate fair rental value
of the Premises at the time of termination for such unexpired portion of the
Term in each case, discounted at the Prime Rate to the then present worth; or

                  (ii) amounts equal to the Base Rent and Additional Rent which
would have been payable by Tenant from time to time had this Lease not so
terminated, or had Landlord not so re-entered the Premises, payable on the dates
that such payments would have otherwise been payable following such termination
and until the Termination Date; provided, however, that if Landlord shall relet
the Premises during said period, Landlord shall credit Tenant with the net rent
received by Landlord from such reletting, such net rents to be determined by
first deducting an amortized basis (over the term of the new lease) from the
gross rents as and when received by Landlord from such reletting, the actual and
necessary expenses incurred or paid by Landlord in terminating this Lease or in
re-entering the Premises and in securing possession thereof, as well as the
reasonable expenses of reletting, including altering and preparing the Premises
for new tenants, brokers' commissions, attorney's fees, and all other expenses
properly chargeable against the Premises and the rental therefrom, it being
understood that any such reletting may be for a period shorter or longer than
the remaining term of this Lease, 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 to a credit in respect of any net rents from
a reletting, except to the extent that such net rents are actually received by
Landlord. If the Premises or any part thereof should be relet in combination
with other space or otherwise, then proper apportionment on a square foot basis
(for equivalent space) shall be made of the rent received from such reletting
and of the expenses of reletting. Suit or suits for the recovery of such
damages, or any installments of such damages, may be brought by Landlord 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 of this Lease
would have expired if it had not been so terminated under the provisions of
Section 16.1, or under any provision of law, or had Landlord not re-entered the
Premises.

         16.3. 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 Event of Default hereunder on the part of Tenant. Nothing
contained herein shall limit or prejudice the right of Landlord, in any
bankruptcy or reorganization or insolvency proceedings, to prove for and obtain
as damages by reason of such termination or by reason of disaffirmance of this
Lease by Tenant, an amount equal to the maximum allowed by any bankruptcy or
reorganization or insolvency proceedings, or to prove for and obtain as damages
by reason of such termination, an amount equal to the maximum allowed by any
statute or rule of law whether such amount is equal to or less than any of the
sums referred to in Section 16.2.



                                        18
<PAGE>

         16.4 If Tenant shall default in the keeping, observance or performance
of any covenant, agreement, term, provision or condition herein contained beyond
any applicable notice and grace period, Landlord, without thereby waiving such
default, may perform the same for the account and at the expense of Tenant (a)
immediately or at any time thereafter and upon advance verbal notice if possible
in the case of emergency or in case such default will result in (i) a violation
of any law, rule or regulation of any Governmental Authority or any insurance
policy maintained by Landlord, or (ii) the imposition of any lien, charge or
encumbrance against all or any portion of the Premises, and (b) in any other
case if such default continues for a period of fifteen (15) days after the date
of the giving by Landlord to Tenant of a notice of Landlord's intention to
perform the same, Subject to Section 37.16, all reasonable costs and expenses
incurred by Landlord (plus interest thereon at the Default Interest Rate, until
repaid by Tenant) in connection with any such performance by it for the account
of Tenant and also all costs and expenses, including reasonable counsel fees and
disbursements incurred by Landlord in any action or proceeding brought by
Landlord to enforce any obligation of Tenant and/or right of Landlord under this
Lease or right of Landlord in or to the Premises, shall be paid by Tenant to
Landlord, as Additional Rent, within thirty (30) days following written demand
therefor.

          16.5. No right or remedy conferred upon or reserved to Landlord or to
Tenant shall be exclusive of any other right or remedy, and any right and remedy
shall be cumulative and in addition to every other right or remedy given
hereunder or now or hereafter existing at law. The failure of Landlord or Tenant
to insist at any time upon the strict performance of any covenant or agreement
or to exercise any right, power or remedy contained in this Lease shall not be
construed as a waiver or relinquishment thereof for the future. A receipt by
Landlord of any installment of Base Rent or Additional Rent with knowledge of
the breach of any covenant or agreement contained in this Lease shall not be
deemed a waiver of such breach, and shall not be deemed to have been waived
unless expressed in writing and signed by Landlord. Landlord shall be entitled
to accept less than the full amount due on account of Base Rent and Additional
Rent without thereby waiving the right to collect the balance due. Landlord and
Tenant shall each be entitled, to the extent permitted by applicable law, to
injunctive relief in case of the violation, or attempted or threatened
violation, of any covenant, agreement, condition or provision of this Lease or
to a decree compelling performance or any covenant, agreement, condition or
provision of this Lease.

         16.6. Landlord agrees that it shall use commercially reasonable efforts
to mitigate its damages.


                     ARTICLE 17 SUBORDINATION AND ESTOPPELS

         17.1. Landlord represents that, as of the date hereof, Landlord holds
fee simple title to the Premises and that there are no mortgages or ground
leases encumbering the same, except as specified on Schedule 3 hereto.



                                       19
<PAGE>



          17.2      Subordination, Non-Disturbance And Attornment Agreement

                  (i) SNDA; Landlord's Default Under Mortgage. Within sixty (60)
days after the full execution and delivery of this Lease by and to each of the
parties, Landlord shall obtain and deliver to Tenant an executed subordination,
non-disturbance and attornment agreement in a form reasonably acceptable to
Tenant ("SNDA") from each mortgagee and ground lessor identified on Schedule 3,
hereto. Notwithstanding anything herein to the contrary, this Lease and all
rights of Tenant hereunder shall be subject and subordinate at all times to
those mortgages and ground leases that now encumber the Premises and are
identified on Schedule 3 hereto subject to, and only in the event of, Tenant's
prior receipt of an SNDA executed by each such mortgagee. In the event that
Landlord shall fail to perform any of its obligations under any mortgage, ground
lease or other instrument now or in the future encumbering the Premises and such
failure shall continue beyond any cure period provided for in such instrument,
then Tenant shall have the right (but not the obligation) to perform or endeavor
to perform Landlord's obligation, at Tenant's expense; and, within thirty (30)
days after receipt of a written demand from Tenant, Landlord shall reimburse
Tenant for all costs and expenses incurred by Tenant in doing so, or, if
Landlord shall fail or refuse to reimburse Tenant therefor, then Tenant shall be
entitled to offset all such costs and expenses against the Rent or Additional
Rent.

                  (ii) Notwithstanding the foregoing paragraph and anything
herein to the contrary, but subject to Section 17.5, below, Landlord shall not,
without the prior written consent of the Tenant, which consent shall not be
unreasonably withheld in each instance, (a) voluntarily mortgage, encumber,
transfer, option or permit any liens to encumber, or renew, modify, consolidate,
replace or extend any current mortgages encumbering, the Premises or Landlord
Personalty (the foregoing collectively referred to herein as "Encumbrances"),
other than Tenant's option to purchase the Premises and Landlord Personalty as
provided in Article 33 herein; or (b) otherwise act so as to adversely affect
the state of title to, or marketability of title to, the Premise or Landlord
Personalty. In the event Tenant consents to any future mortgages or to any
renewal, modification, consolidation, replacement or extension of any current
mortgages, Landlord shall obtain from all such mortgagee(s) of Landlord, a
subordination, non-disturbance and attornment agreement in such form as may be
reasonably acceptable to Tenant, which shall specifically provide, among other
things that, in the event of the foreclosure of any such mortgage arising out of
any default thereunder, (x) possession and the rights of Tenant under this Lease
shall not be disturbed so long as Tenant shall not be in default beyond any
applicable notice and grace period pursuant to the terms and conditions of this
Lease, and (c) such mortgagee agrees to be bound by all of the terms and
conditions of this Lease, including Tenant's option to purchase the Premises
pursuant to the terms and conditions of Article 33 hereof.

                  (iii) Tenant further agrees, subject to the terms of the SNDA
entered into between Tenant and the mortgagee, to attorn to the holder of any
such mortgage following the foreclosure of such mortgage. Notwithstanding any
provision of this Section 17.2 to the contrary, upon notice by Tenant to a
mortgagee, this Lease shall become superior, in whole or in part, to the lien of
any mortgage held on the property by said Mortgagee.

         17.3. Tenant shall at any time and from time to time within ten (10)


                                       20
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days of receipt of written request therefor, execute, acknowledge and deliver to
Landlord an estoppel certificate, in such form as is reasonably satisfactory to
Landlord, certifying (i) that this Lease is unmodified and in full force and
effect (or, if there h