LEASE AGREEMENT

                                                                                  
A 55-Apartment lease, comprehensive form, rules,  PREPARED BY ARNOLD MANDELL, L.L.B.  'c' 1984 BY JULIUS BLUMBERG, INC.,
     guaranty, plain English format, 6-84                                                        Publisher, N.Y.C. 10013




                                LEASE AGREEMENT

The Landlord and Tenant agree to lease the Apartment for the Term and at the
Rent stated on these terms:


LANDLORD:                                TENANT:
     1616 MERMAID ASSOCIATES                GLOBUS FOOD SYSTEMS INTERNATIONAL
- -----------------------------------------   ------------------------------------
Address for Notices 1616 Mermaid Avenue         1616 Mermaid Avenue
                    ---------------------   ------------------------------------
      Brooklyn, New York 11224                  Brooklyn, New York 11224
- -----------------------------------------   ------------------------------------
Apartment (and terrace, if any) Suite 101       Suite 101
                               ----------   ------------------------------------
Bank
    ----------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Lease date:                 Term    5 years              Yearly Rent  $12,000
       January 1, 1995           -----------------                    -------
- ------------------------    beginning January 1, 1995    Monthly Rent $1,000
                                      ---------------                 ------
                            ending    January 1, 2000    Security     $2,000
                                      ---------------                 ------
- --------------------------------------------------------------------------------
Broker*
- --------------------------------------------------------------------------------

Rider   Additional terms on ________ page(s) initialed at the end by the parties
is attached and made a part of this Lease.

1. USE The Apartment must be used only as a private Apartment to live in as the
primary residence of the Tenant and for no other reason. Only a party signing
this Lease may use the Apartment. This subject to Tenant's rights under the
Apartment Sharing Law and to limits on the number of people who may legally
occupy an Apartment of this size.

2. FAILURE TO GIVE POSSESSION Landlord shall not be liable for failure to give
Tenant possession of the Apartment on the beginning date of the Term. Rent shall
be payable as of the beginning of the Term unless Landlord is unable to give
possession. Rent shall then be payable as of the date possession is available.
Landlord must give possession within a reasonable time, if not, Tenant may
cancel and obtain a refund of money deposited. Landlord will notify Tenant as to
the date possession is available. The ending date of the Term will not
change.

3. RENT, ADDED RENT The rent payment for each month must be paid on the first
day of that month at Landlord's address. Landlord need not give notice to pay
the rent. Rent must be paid in full without deduction. The first month's rent is
to be paid when Tenant signs this Lease. Tenant may be required to pay other
charges to Landlord under the terms of this Lease. They are called "added rent."
This added rent will be billed and is payable as rent, together with the next
monthly rent due. If Tenant fails to pay the added rent on time, Landlord shall
have the same rights against Tenant as if Tenant failed to pay rent.

4. NOTICES Any bill, statement or notice must be in writing. If to Tenant, it
must be delivered or mailed to the Tenant at the Apartment. If to Landlord it
must be mailed to landlord's address. It will be considered delivered on the day
mailed or if not mailed, when left at the proper address. A notice must be sent
by certified mail. Each party must accept and claim the notice given by the
other. Landlord must notify Tenant if Landlord's address is changed.

5. SECURITY Tenant has given security to Landlord in the amount stated above.
The security has been deposited in the Bank named above and delivery of this
Lease is notice of the deposit. If the Bank is not named, Landlord will notify
Tenant of the Bank's name and address in which the security is deposited.

     If Tenant does not pay rent or added rent on time, Landlord may use the
security to pay for rent and added rent then due. If Tenant fails to timely
perform any other term in this Lease, Landlord may use the security for payment
of money Landlord may spend, or damages Landlord suffers because of Tenant's
failure. If the Landlord uses the security Tenant, shall, upon notice from the
Landlord, send to landlord an amount equal to the sum used by landlord. That
amount is due, when billed, as rent. At all times Landlord is to have the amount
of security stated above.

     If Tenant fully performs all terms of this Lease, pays rent on time and
leaves the Apartment in good condition on the last day of the Term, then
Landlord will return the security being held.

     If Landlord sells or leases the Building, Landlord may give the security to
the buyer or lessee. In that event Tenant will look only to the buyer or lessee
for the return of the security and Landlord will be deemed released. The
Landlord may use the security as stated in this section. Landlord may put the
security in any place permitted by law. Tenant's security will bear interest
only if required by law. Landlord will give Tenant the interest when Landlord is
required to return the security to Tenant. Any interest returned to Tenant will
be less the sum Landlord is allowed to keep for expenses. Landlord need not give
Tenant interest on the security if Tenant is in default.

6. SERVICES Landlord will supply: (a) heat as required by law, (b) hot and cold
water for bathroom and kitchen sink, (c) use of elevator, if any, and (d)
cooling if central air conditioning is installed. Landlord is not required to
install air-conditioning. Stopping or reducing of service(s) will not be reason
for Tenant to stop paying rent, to make a money claim or to claim eviction.
Tenant may enforce its rights under the warranty of habitability. Damage to the
equipment or appliances supplied by Landlord, caused by Tenant's act or neglect,
may be repaired by Landlord at Tenant's expense. The repair cost will be added
rent.

     Tenant must pay for all electric, gas, telephone and other utility
services used in the Apartment and arrange for them with the public utility
company. Tenant must not use a dishwasher, washing machine, dryer, freezer,
heater, ventilator, air cooling equipment or other appliance unless installed
by Landlord or with Landlord's written consent. Tenant must not use more
electric than the wiring or feeders to the Building can safely carry.

     Landlord may stop service of the plumbing, heating, elevator, air cooling
or electrical systems, because of accident, emergency, repairs, or changes until
the work is complete.

     If Landlord wants to change a person operated elevator to an automatic
elevator. Landlord may stop service on 10 days' notice. Landlord will then have
a reasonable time to begin installation of an automatic type elevator.

7. ALTERATION Tenant must obtain Landlord's prior written consent to install
any panelling, flooring, "built in" decorations, partitions, railings, or
make alterations or to paint or wallpaper the Apartment. Tenant must not change
the plumbing, ventilating, air conditioning, electric or heating systems. If
consent is given, the alterations and installations shall become the property
of Landlord when completed and paid for. They shall remain with and as part of
the Apartment at the end of the Term. Landlord has the right to demand that
Tenant remove the alterations and installations before the end of the Term. 
The demand shall be by notice, given at lease 15 days before the end of the
Term. Tenant shall comply with the demand at Tenant's own cost. Landlord is
not required to do or pay for any work unless stated in this Lease.

     If a lien is filed on the Apartment or Building for any reason relating to
Tenant's fault, Tenant must immediately pay or bond the amount stated in the
Lien. Landlord may pay or bond the lien if Tenant fails to do so within 20 days
after Tenant has notice about the Lien. Landlord's cost shall be added rent.

8. REPAIRS Tenant must take good care of the Apartment and all equipment and
fixtures in it. Landlord will repair the plumbing, heating and electrical
systems. Tenant must, at Tenant's cost, make all repairs and replacements
whenever the need results from Tenant's act or neglect. If Tenant fails to
make a needed repair or replacement, Landlord may do it. Landlord's reasonable
expense will be added rent.

9. FIRE, ACCIDENT, DEFECTS, DAMAGE Tenant must give Landlord prompt notice of
fire, accident, damage or dangerous or defective condition. If the Apartment
can not be used because of fire or other casualty, Tenant is not required to
pay rent for the time the Apartment is unusable. If part of the Apartment can
not be used, Tenant must pay rent for the usable part. Landlord shall have the
right to decide which part of the Apartment is usable. Landlord need only
repair the damaged 








part of the Apartment. Landlord is not required to repair or replace any
fixtures, furnishing or decorations by only equipment that is originally
installed by Landlord. Landlord is not responsible for delays due to settling
insurance claims, obtaining estimates, labor and supply problems or any other
cause not fully under Landlord's control.

     If the apartment can not be used, Landlord has 30 days to decide whether to
repair it. Landlord's decision to repair must be given by notice to Tenant
within 30 days of the fire or casualty. Landlord shall have a reasonable time to
repair. In determining what is a reasonable time, consideration shall be given
to any delays in receipt of insurance settlements, labor trouble and causes not
within Landlord's control. If Landlord fails to give Tenant notice of its
decision within 30 days, Tenant may cancel the lease as of the date of the fire
or casualty. The cancellation shall be effective only if it is given before
Landlord begins to repair or before Landlord notifies Tenant of its decision to
repair. If the fire or other casualty is caused by an act or neglect of Tenant
or guest of Tenant all repairs will be made at Tenant's expense and Tenant must
pay the full rent with no adjustment. The cost of the repairs will be added
rent.

     Landlord has the right to demolish, rebuild or renovate the Building if
there is substantial damage by fire or other casualty. Even if the Apartment is
not damaged, Landlord may cancel this Lease within 30 days after the substantial
fire or casualty by giving Tenant notice of Landlord's intention to demolish,
rebuild or renovate. The Lease will end 30 days after Landlord's cancellation
notice to Tenant. Tenant must deliver the Apartment to Landlord on or before the
cancellation date in the notice and pay all rent due to the date of the fire or
casualty. If the Lease is cancelled Landlord is not required to repair the
Apartment or Building. The cancellation does not release Tenant of liability in
connection with the fire or casualty. This section is intended to replace the
terms of New York Real Property Law Section 227.


10. LIABILITY Landlord is not liable for loss, expense, or damage to any
person or property, unless due to Landlord's negligence. Landlord is not 
liable to Tenant for permitting or refusing entry of anyone into the Building.

     Tenant must pay for damages suffered and reasonable expenses of Landlord
relating to any claim arising from any act or neglect of Tenant. If an action
is brought against Landlord arising from Tenant's act or neglect Tenant shall
defend Landlord at Tenant's expense with an attorney of Landlord's choice.

     Tenant is responsible for all acts or neglect of Tenant's family,
employees, guests or invitees.

11. ENTRY BY LANDLORD Landlord may enter the Apartment at reasonable hours
to: repair, inspect, exterminate, install or work on master antennas or other
systems or equipment and perform other work that Landlord decides is necessary
or desirable. At reasonable hours Landlord may show the Apartment to possible
buyers, lenders, or tenants of the entire Building or land. At reasonable hours
Landlord may show the Apartment to possible or new tenants during the last 4
months of the Term. Entry by Landlord must be on reasonable notice except in
emergency.

12. ASSIGNMENT AND SUBLEASE Tenant must not assign all or part of this
Lease or sublet all or part of the Apartment or permit any other person to use
the Apartment. If Tenant does, Landlord has the right to cancel the Lease as
stated in the Tenant's Default section. State law may permit Tenant to sublet
under certain conditions. Tenant must get Landlord's written permission each
time Tenant wants to assign or sublet. Permission to assign or sublet is good
only for that assignment or sublease. Tenant remains bound to the terms of this
lease after a assignment or sublet is permitted, even if Landlord accepts money
from the assignee or subtenant. The amount accepted will be credited toward
money due from Tenant, as Landlord shall determine. The assignee or subtenant
does not become Landlord's tenant. Tenant is responsible for acts and neglect
of any person in the Apartment.

13. SUBORDINATION This Lease and Tenant's rights, are subject and 
subordinate to all present and future: (a) leases for the Building or the land
on which it stands, (b) mortgages on the leases or the Building or land, (c)
agreements securing money paid or to be paid by a lender, and (d) terms,
conditions, renewals, changes of any kind and extensions of the mortgages,
leases or lender agreements. Tenant must promptly execute any certificate(s)
that Landlord requests to show that this Lease is so subject and subordinate.
Tenant authorizes Landlord to sign these certificate(s) for Tenant.

14. CONDEMNATION If all of the Apartment or Building is taken or condemned
by a legal authority, the Term, and Tenant's rights shall end as of the date the
authority takes title to the Apartment or Building. If any part of the
Apartment or Building is taken, Landlord may cancel this Lease on notice to
Tenant. The notice shall set a cancellation date not less than 30 days from the
date of the notice. If the Lease is cancelled, Tenant must deliver the
Apartment to Landlord on the cancellation date together with all rent due to
that date. The entire award for any taking belongs to Landlord. Tenant assigns
to Landlord any interest Tenant may have to any part of the award. Tenant shall
make no claim for the value of the remaining part of the Term.

15. CONSTRUCTION OR DEMOLITION Construction or demolition may be performed
in or near the Building. Even if it interferes with Tenant's ventilation, view
or enjoyment of the Apartment it shall not affect Tenant's obligations in this
Lease.

16. TEARING DOWN THE BUILDING If the Landlord wants to tear down the 
entire Building, Landlord shall have the right to end this Lease by giving six
(6) months notice to Tenant. If Landlord gives Tenant such notice and such
notice was given to every residential tenant in the Building, then the Lease
will end and Tenant must leave the Apartment at the end of the 6 month period
in the notice.

17. LIABILITY FOR PROPERTY LEFT WITH LANDLORD'S EMPLOYEES Landlord's
employees are not permitted to drive Tenant's cars or care for Tenant's cars
or personal property. Tenant must not leave a car or other personal property
with any of Landlord's employees. Landlord is not responsible for (a) loss,
theft or damage to the property, and (b) injury caused by the property or
its use.

18. PLAYGROUND, POOL, PARKING AND RECREATION AREAS If there is a 
playground, pool, parking or recreation area, Landlord may give Tenant
permission to use it. Tenant will use the area at Tenant's own risk and must
pay all fees Landlord charges. Landlord's permission may be cancelled at any
time.

19. TERRACES AND BALCONIES The Apartment may have a terrace or balcony.
The terms of this Lease apply to the terrace or balcony as if part of the
Apartment. The Landlord may make special rules for the terrace and balcony.
Landlord will notify Tenant of such rules.

     Tenant must keep the terrace or balcony clean and free from snow, ice,
leaves and garbage and keep all screens and drains in good repair. No cooking
is allowed on the terrace or balcony. Tenant may not keep plants, or install
a fence or any addition on the terrace or balcony. If Tenant does, Landlord has
the right to remove and store them at Tenant's expense.

     Tenant is responsible to make all repairs to the terrace or balcony at its
sole expense regardless of the cause and whether or not existing prior to 
Tenant's occupancy. Tenant shall maintain the terrace and balcony in good 
repair.

20. TENANT'S CERTIFICATE Upon request by Landlord, Tenant shall sign a
certificate stating the following: (1) This Lease is in full force and
unchanged (or if changed, how it was changed); and (2) Landlord has fully
performed all of the terms of this Lease and Tenant has no claim against
Landlord; and (3) Tenant is fully performing all the terms of the Lease and
will continue to do so; (4) rent and added rent have been paid to date; and (5)
any other reasonable statement required by Landlord. The certificate will be
addressed to the party Landlord chooses.

21. CORRECTING TENANT'S DEFAULTS If Tenant fails to timely correct a
default after notice from Landlord, Landlord may correct it at Tenant's
expense. Landlord's costs to correct the default shall be added rent.

22. TENANT'S DUTY TO OBEY LAWS AND REGULATIONS Tenant must, at Tenant's
expense, promptly comply with all laws, orders, rules, requests, and
directions, of all governmental authorities, Landlord's insurers, Board of
Fire Underwriters, or similar groups. Notices received by Tenant from any 
authority or group must be promptly delivered to Landlord. Tenant may not do
anything which may increase Landlord's insurance premiums. If Tenant does,
Tenant must pay the increase in premium as added rent.

23. TENANT'S DEFAULT A Landlord must give Tenant written notice of default
stating the type of default. The following are defaults and must be cured by
Tenant with the time stated: 
 
(1) Failure to pay rent or added rent on time, 3 days.








(2) Failure to move into the Apartment within 15 days after the beginning date
of the Term, 10 days.

(3) Issuance of a court order under which the Apartment may be taken by another
party, 10 days.

(4) Improper conduct by Tenant annoying other tenants, 10 days.

(5) Failure to comply with any other term or Rule in the Lease, 10 days.

If Tenant fails to cure the default in the time stated, Landlord may cancel the
Lease by giving Tenant a cancellation notice. The cancellation notice will state
the date the Term will end which may be no less then 10 days after the date of
the notice. On the cancellation date in the notice the Term of this Lease shall
end. Tenant must leave the Apartment and give Landlord the keys on or before the
cancellation date. Tenant continues to be responsible as stated in this Lease.
If the default can not be cured in the time stated, Tenant must begin to cure
within that time and continue diligently until cured.

B. If Tenant's application for the Apartment contains any material misstatement
of fact, Landlord may cancel this Lease. Cancellation shall be by cancellation
notice as stated in Section 23.A.

C. If (1) the Lease is cancelled; or (2) rent or added rent is not paid on time;
or (3) Tenant vacates the Apartment, Landlord may, in addition to other
remedies, take any of the following steps: (a) peacefully enter the Apartment
and remove Tenant and any person or property, and (b) use eviction or other
lawsuit method to take back the Apartment.

D. If this Lease is cancelled, or Landlord takes back the Apartment, the
following takes place:

(1) Rent and added rent for the unexpired Term becomes due and payable.

(2) Landlord may relet the Apartment and anything in it. The reletting may be
for any term. Landlord may charge any rent or no rent and give allowances to the
new tenant. Landlord may, at Tenant's expense, do any work Landlord reasonably
feels needed to put the Apartment in good repair and prepare it for renting.
Tenant stays liable and is not released except as provided by law.

(3) Any rent received by Landlord for the re-renting shall be used first to pay
Landlord's expenses and second to pay any amounts Tenant owes under this Lease.
Landlord's expenses include the costs of getting possession and re-renting the
Apartment, including, but not only reasonable legal fees, brokers fees, cleaning
and repairing costs, decorating costs and advertising costs.

(4) From time to time Landlord may bring actions for damages. Delay or failure
to bring an action shall not be a waiver of Landlord's rights. Tenant is not
entitled to any excess of rents collected over the rent paid by Tenant to
Landlord under this Lease.

(5) If Landlord relets the Apartment combined with other space an adjustment
will be made based on square footage. Money received by Landlord from the next
tenant other than the monthly rent, shall not be considered as part of the rent
paid to Landlord. Landlord is entitled to all of it.

If Landlord relets the Apartment the fact that all or part of the next tenant's
rent is not collected does not affect Tenant's liability. Landlord has no duty
to collect the next tenant's rent. Tenant must continue to pay rent, damages,
losses and expenses without offset.

E. If Landlord takes possession of the Apartment by Court order, or under the
Lease, Tenant has no right to return to the Apartment.

24. JURY TRIAL AND COUNTERCLAIMS  Landlord and Tenant agree not to use their
right to a Trial by Jury in any action or proceeding brought by either, against
the other, for any matter concerning this Lease or the Apartment. This does not
include actions for personal injury or property damage. Tenant gives up any
right to bring a counterclaim or set-off in any action or proceeding by Landlord
against Tenant on any matter directly or indirectly related to this Lease or
Apartment.

25. NO WAIVER, ILLEGALITY   Landlord's acceptance of rent or failure to enforce
any term in this Lease is not a waiver of any of Landlord's rights. If a term in
this Lease is illegal, the rest of this lease remains in full force.

26. INSOLVENCY   If (1) Tenant assigns property for the benefit of creditors, or
(2) a non-bankruptcy trustee or receiver of Tenant or Tenant's property is
appointed, Landlord may give Tenant 30 days notice of cancellation of the Term
of this Lease. If any of the above is not fully dismissed within the 30 days,
the Term shall end as of the date stated in the notice. Tenant must continue to
pay rent, damages, losses and expenses without offset. If Tenant files a
voluntary petition in bankruptcy or an involuntary petition in bankruptcy is
filed against Tenant, Landlord may not terminate this Lease.

27. RULES Tenant must comply with these Rules. Notice of new Rules will be given
to Tenant. Landlord need not enforce Rules against other Tenants. Landlord is
not liable to Tenant if another tenant violates these Rules. Tenant receives no
rights under these Rules:

(1) The comfort or rights of other Tenants must not be interfered with. This
means that annoying sounds, smells and lights are not allowed.

(2) No one is allowed on the roof. Nothing may be placed on or attached to fire
escapes, sills, windows or exterior walls of the Apartment or in the hallways
or public areas.

(3) Tenant may not operate manual elevators. Smoking is not permitted in
elevators. Messengers and trade people must only use service elevators and
service entrances. Bicycles are not allowed on passenger elevators.

(4) Tenant must give to Landlord keys to all locks. Doors must be locked at all
times. Windows must be locked when Tenant is out.

(5) Apartment floors must be covered by carpets or rugs. No waterbeds allowed in
Apartments.

(6) Dogs, cats or other animals or pets are not allowed in the Apartment or
Building.

(7) Garbage disposal rules must be followed. Wash lines, vents and plumbing
fixtures must be used for their intended purpose.

(8) Laundry machines, if any, are used at Tenant's risk and cost. Instructions
must be followed.

(9) Moving furniture, fixtures or equipment must be scheduled with Landlord.
Tenant must not send Landlord's employees on personal errands.

(10) Improperly parked cars may be removed without notice at Tenant's cost.

(11) Tenant must not allow the cleaning of the windows or other part of the
Apartment or Building from the outside.

(12) Tenant shall conserve energy.

28. REPRESENTATIONS, CHANGES IN LEASE   Tenant has read this Lease. All promises
made by the Landlord are in this Lease. There are no others. This Lease may be
changed only by an agreement in writing signed by and delivered to each party.

29. LANDLORD UNABLE TO PERFORM   If due to labor trouble, government order, lack
of supply, Tenant's act or neglect, or any other cause not fully within
Landlord's reasonable control, Landlord is delayed or unable to (a) carry out
any of Landlord's promises or agreements, (b) supply any service required
to be supplied, (c) make any required repair or change in the Apartment or
Building, or (d) supply any equipment or appliances Landlord is required to
supply, this Lease shall not be ended or Tenant's obligations affected.

30. END OF TERM   At the end of the Term, Tenant must: leave the Apartment
clean and in good condition, subject to ordinary wear and tear; remove all of
Tenant's property and all Tenant's installations and decorations; repair all
damages to to the Apartment and Building caused by moving; and restore the
Apartment to its condition at the beginning of the Term. If the last day of the
Term is on a Saturday, Sunday or State or Federal holiday the Term shall end on
the prior business day.

31. SPACE "AS IS"   Tenant has inspected the Apartment and Building. Tenant
states they are in good order and repair and takes the Apartment as is except
for latent defects.

32. LANDLORD'S WARRANTY OF HABITABILITY   Landlord states that the Apartment and
Building are fit for human living and there is no condition dangerous to health,
life or safety.

33. LANDLORD'S CONSENT   If Tenant requires Landlord's consent to any act and
such consent is not given, Tenant's only right is to ask the Court for a
declaritory judgment to force Landlord to give consent. Tenant agrees to make
any claim against Landlord for money or subtract any sum from the rent
because such consent was not given.

34. LIMIT OF RECOVERY AGAINST LANDLORD    Tenant is limited to Landlord's
interest in the Building for payment of a judgment or other court remedy
against Landlord.








35. LEASE BINDING ON  This lease is binding on Landlord and Tenant and their
heirs, distributees, executors, administrators, successors and lawful assigns.

36. LANDLORD   Landlord means the owner (Buildings or Apartment), or the lessee
of the Building, or a lender in possession. Landlord's obligations end when
Landlord's interest in the (Building or Apartment) is transferred. Any acts
Landlord may do may be performed by Landlord's agents or employees.

37.   PARAGRAPH HEADINGS  The paragraph headings are for convenience only.

38. FURNISHINGS   If the Apartment is furnished, the furniture and other
furnishings are accepted as is. If an inventory is supplied each party shall
have a signed copy. At the end of the Term Tenant shall return the furniture and
other furnishings clean and in good order and repair. Tenant is not responsible
for ordinary wear and damage by the elements.

39. BROKER   If the name of a Broker appears in the box at the top of the first
page of this Lease, Tenant states that this is the only Broker that showed the
Apartment to Tenant. If a Broker's name does not appear Tenant states that no
agent or broker showed Tenant the Apartment. Tenant will pay Landlord any money
Landlord may spend if either statement is incorrect.

        This lease is renewable for a further five (5) year term at a 9%
increase or an additional $135 per month for each month commencing January 1,
2000, to wit: 1,135 per month commencing January 1, 2000, provided tenant in
writing by certified mail return receipt requested gives landlord at least six
(6) months prior notice, prior to 1/1/2000 Of its intent to renew lease for
another five (5) year term.




SIGNATURES, EFFECTIVE DATE   Landlord and Tenant have signed this Lease as of
the above date. It is effective when Landlord delivers to Tenant a copy signed
by all parties.


LANDLORD:                                TENANT:


       [signature illegible]                          [signature illegible]
___________________________________      _______________________________________


WITNESS: __________________________      _______________________________________

GUARANTY OR PAYMENT              Date of Guaranty  ____________________19_______

Guarantor and address___________________________________________________________

        REASON FOR GUARANTY   I know that the Landlord would not rent the
Apartment to the Tenant unless I guarantee Tenant's performance. I have also
requested the Landlord to enter into the Lease with the Tenant. I have a
substantial interest in making sure that the Landlord rents the Premises to the
Tenant.

        GUARANTY   I guaranty the full performance of the Lease by the Tenant.
This Guaranty is absolute and without any condition. Includes, but is not
limited to, the payment of rent and other money charges.

        CHANGES IN LEASE HAVE NO EFFECT   This Guaranty will not be affected by
any change in the Lease, whatsoever. This includes, but is not limited to, any
extension of time or renewals. The Guaranty will bind me even if I am not a
party to these changes.

        WAIVER OF NOTICE     I do not have to be informed about any default by
Tenant. I waive notice of nonpayment or other default.

        PERFORMANCE    If the Tenant defaults, the Landlord may require me to
perform without first demanding that the Tenant perform.

        WAIVER OF JURY TRIAL   I give up my right to trial by jury in any claim
related to the Lease or this Guaranty.

        CHANGES This Guaranty can be changed only by written agreement signed by
all parties to the Lease and this Guaranty.



                                              
SIGNATURES                                       GUARANTOR:_______________________________

WITNESS:_________________________________        GUARANTOR'S ADDRESS:_____________________

STATE OF        ,( )  COUNTY OF      ss.:       STATE OF        , ( )  COUNTY OF       ss.:

       On          19   ,  ( )   before me               On           19   ,  ( )  before me
personally ?????             to me known,       personally came
who, ????? by me duly sworn, did depose
and say that deponent resides  at       
deponent is      of       corporation
described in and which executed, the
foregoing instrument; deponent knows the
seal of said corporation; that the seal
affixed ??????? instrument is such
corporate seal; that it was so affixed           to me known to be the individual  described
by ???? of the Board of Directors of said        in, and who executed the foregoing
corporation; deponent signed deponent's          instrument, and acknowledged that he
name thereto by like order.                      executed the same.