AMENDMENT AND MODIFICATION OF LEASES


               AMENDMENT AND  MODIFICATION OF LEASES made as of June 13, 1995 by
and between  BUCHBINDERS  RESTAURANT INC., with offices c/o Buchbinder & Warren,
One Union Square,  New York,  New York 10003 dated as of the 1st day of January,
1986  ("Buchbinders") and 377 THIRD AVENUE CO, dated as of the 1st day of April,
1986 ("377 Third"),  which two leases together may hereinafter be referred to as
"The Leases", and ARK 27TH ST., INC., with offices at 85 Fifth Avenue, New York,
New York 10003 ("Tenant").

                              W I T N E S S E T H:

               WHEREAS,  Buchbinders and Tenant entered into a certain agreement
of lease dated as of January 1, 1986  whereby  premises  375 Third  Avenue and a
portion of 203 East 27th  Street,  New York,  New York were  leased to Tenant as
described in such lease.

               WHEREAS, 377 Third and Tenant entered into a certain agreement of
lease dated as of April 1, 1986 whereby  store and basement at 377 Third Avenue,
New York, New York were leased to Tenant.

               WHEREAS,  the parties wish to modify and extend The Leases, it is
hereby agreed as follows:

               1.  The term of The  Leases  shall be  extended  for a  five-year
period commencing January 1, 1996 through December 31, 2000.

               2. The aggregate base rental payable pursuant to The Leases shall
be at the rate of  $200,000.00  per annum,  payable in monthly  installments  of
$16,666.67.

               3. Paragraph  2(a) of  Buchbinders is hereby amended  whereby the
figure "5%" is deleted and replaced with 10%,  which overage shall be payable in
each calendar year where the aggregate  gross  receipts of both premises  exceed
$1,900,000.00.

               4. In lieu of the tax  contribution  called for under The Leases,
Tenant  shall pay as tax  contribution  any increase in taxes over and above the
fiscal tax year 1994/95 as follows:








                      375 Third Avenue      -         100%
                      203 East 27th Street  -         25%
                      377 Third Avenue      -         50%

         5.  Tenant  shall pay for any  increase  in vault  taxes over and above
fiscal tax year ending May 31, 1995 with regard to the  premises  covered by The
Leases.

         6.  Tenant  shall pay for all water & sewer  charges as a result of any
meter servicing  premises 373 Third Avenue and 375 Third Avenue,  as well as 203
East 27th Street, New York, New York.

         7. Except as hereby  extended  and amended all of the terms,  covenants
and conditions of The Leases shall remain in full force and effect.

         IN WITNESS WHEREOF Buchbinders, 377 Third and Tenant have duly executed
this Amendment as of the day and year first above written.

                                       BUCHBINDERS RESTAURANT, INC.


                                       By:_______________________________


                                       377 THIRD AVENUE CO.


                                       By:_______________________________


                                       ARK 27TH ST., INC.


                                       By:_______________________________