EXHIBIT LEASE

EXHIBIT

10.22

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LEASE

LEASE, made the 25th day of August 1998 between ▇▇▇▇▇▇ Management
Corp., agent for ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Assoc., (hereinafter referred to as
"Lessor") whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
and Unapix Entertainment, Inc., (hereinafter referred to as "Lessee") whose
address is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇ floor, N.Y., N.Y. 10016.

W I T N E S S E T H :

For and in consideration of the covenants herein contained, and upon
the terms and conditions herein set forth, Lessor and Lessee agree as follows:

1. DESCRIPTION. Lessor hereby leases to Lessee, and Lessee hereby hires
from Lessor, the following space: approx.1263 gross rentable square feet,
(hereinafter called "Demised Premises" or "Premises"), located on the third
floor, as per Exhibit "A" in the building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.,
▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ (hereinafter called "Building").

2. TERM. The premises are leased for a term of five (5) years
commencing on October 1, 1998 and to end at midnight on September 30, 2003.

3. (A) BASIC RENT. The Lessee shall pay to the Lessor during the term
basic rent in the amount of $108,933.75 (herein "Rent or "Basic Rent"). The
Basic Rent shall accrue at the yearly rate of $21,876.75 and the monthly rate of
$1,815.56. The Basic Rent shall be payable in advance on the first day of each
calendar month during the term. Lessee shall pay Basic Rent, and any additional
rent as hereinafter provided, to Lessor's above stated address, or at such other
place as Lessor may designate in writing, without demand and without
counterclaim, deduction or setoff.

(B) ADDITIONAL RENT. It is expressly agreed that the Lessee will pay
in addition to the Basic Rent, provided in paragraph 3 A above, additional rent
each anniversary year, payable monthly. The percentage difference between the
increment in the CPI for the month of August 1998 and the CPI for the month of
May each year for the term of the lease and any renewals and extensions, times
the Yearly Basic Rent. CPI shall be defined as New York Northeast New Jersey
CPI. Notwithstanding the foregoing or anything else to the contrary contained
herein, in no event shall the amount of the increase to exceed 4% per year.

4. USE AND OCCUPANCY. Lessee shall use and occupy the Premises as
general offices only.

5. CARE AND REPAIR OF PREMISES. Lessee shall commit no act of waste and
shall take good care of the Premises and the fixtures and appurtenances therein,
and shall, in the use and occupancy of the Premises, conform to all laws, orders
and regulations of the federal, state and make all necessary repairs to the
Premises; including repairs to electrical

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fixtures; Lessor shall maintain and make all necessary repairs to the Building,
the HVAC system and the exterior portions or the plumbing and electrical
systems, and the exterior of the Premises, including foundation and structure,
roof, lawns, parking areas, and walk ways, except where the repair has been made
necessary by misuse or neglect by Lessee or Lessee's agents, servants, visitors
or licensees, in which event Lessor shall nevertheless make the repairs but
Lessee shall pay to Lessor, as Additional Rent immediately upon demand, the
reasonable costs thereof. All improvements made by Lessee to the Premises, which
are so attached to the Premises shall become the property of Lessor upon
installation. Not later than the last day of the term, Lessee shall, at Lessee's
expense, remove all Lessee's personal property and those improvements made by
Lessee that have not become the property of the Lessor, repair all injury done
by or in connection with the installation or removal of said property and
improvements; and surrender the Premises in as good condition as they were at
the beginning of the term, reasonable wear and tear excepted. All other property
of Lessee remaining on the premises after the last day of the term of this lease
shall be conclusively deemed abandoned and may be removed by Lessor, and Lessee
shall reimburse Lessor for the cost of such removal. Lessor may have any such
property stored at Lessee's risk and expense.

6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Lessee shall not, without
first obtaining the written consent of Lessor, make any alterations, additions
or improvements in, to or about the Premises, including but not limited to
decorations or painting of the exterior walls, doors, windows or roof facades.
Lessors' consent will not be unreasonably withheld.

7. ACTIVITIES INCREASING FIRE INSURANCE RATES. Lessee shall not do
anything on the Premises that will increase the rate of fire insurance on the
Building.

8. ABANDONMENT. Lessee shall not, without first obtaining the written
consent of Lessor, abandon the Premises, or allow the Premises to become vacant
or deserted.

9. ASSIGNMENT AND SUBLEASE. Lessee may assign or sublease the within
Lease to any party subject to the following:

(A) In the event that the Lessee desires to sublease, or assign the
Premises to any other party, the terms and conditions of such sublease or
assignment shall be communicated to the Lessor in writing prior to the effective
date of any such sublease or assignment, and prior to such effective date, the
Lessor shall have the option, exercisable in writing to the Lessee, to recapture
the within Lease so that such prospective sublessee or assignee shall then
become the sole Lessee of Lessor hereunder, or alternately to recapture said
space, and the within Lessee shall be fully released from any and all
obligations hereunder.

(B) In the event that the Lessor elects not recapture the Lease or
space as hereinabove provided, the Lessee may nevertheless assign this Lease or
sublet the whole or any portion of the Premises, subject to the Lessor's prior
written consent, which consent shall not be unreasonably withheld, on the basis
of the following terms and conditions:

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(1) The Lessee shall provide to the Lessor the name and address of
the assignee or sublease.

(2) The assignee or sublessee shall assume, by written instrument,
all of the obligations of this Lease, and a copy of such assumption agreement
shall be furnished to the Lessor within ten (10) days of its execution.

(3) The Lessee and each assignee shall be and remain liable for the
observance of all the covenants and provisions of this Lease, including, but not
limited to, the payment of rent reserved herein, through the entire term of this
lease.

10. COMPLIANCE WITH RULES AND REGULATIONS. Lessee shall observe and
comply with such rules and regulations as Lessor prescribes, as per Exhibit "B,"
on written notice to the Lessee, for the safety, care and cleanliness of the
building and the comfort, quietness and convenience of other occupants of the
building.

11. DAMAGES TO BUILDING/WAIVER OF SUBROGATION. If the Building is
damaged by fire or any other cause to such extent that the cost of restoration,
as reasonable estimated by Lessor, will equal or exceed twenty-five (25%)
percent of the replacement value of the Building (Exclusive of foundations) just
prior to the occurrence of the damage, then Lessor may, no later than the
sixtieth (60th) day following the damage, give Lessee a notice of election to
terminate this Lease, or if the cost of restoration will equal or exceed fifty
(50%) percent of such replacement value and if the Premises shall not be
reasonably usable for the purpose for which they are leased hereunder, then
Lessee may, no later than the sixtieth (60th) day following the damage, give
Lessor a notice of election to terminate this Lease. In either said event of
election, this Lease shall be deemed to terminate on the thirtieth (30th) day
after the giving of such notice, and Lessee shall surrender possession of the
Premises within a reasonable time thereafter, and the Basic Rent, and any
additional Rent, shall be apportioned as of the date Lessee was unable to use
the Premises, and any Basic or Additional Rent paid for any period beyond said
date shall be repaid to Lessee. If the cost of restoration as estimated by
Lessor shall amount to less than twenty-five (25%) percent of said replacement
value of the Building, or if, despite the cost, Lessor does not elect to
terminate this Lease, Lessor shall restore the Building and the Premises with
reasonable promptness, subject to force majeure, and Lessee shall have no right
to terminate this Lease. Lessor need not restore fixtures and improvements owned
by Lessee.

Notwithstanding the provisions of this paragraph 11 of the lease, in
any event of loss or damage to the Building, the Premises and/or contents, the
Lessor and Lessee shall look first to any insurance in its favor before making
any claim against each other and, to the extent possible without additional
cost, each party shall obtain, for each policy of insurance, provisions
permitting waiver of any claim against each other for loss or damage within the
scope of such insurance, and the Lessor and Lessee, to such extent permitted,
for itself and its insured waives all such insured claims against Lessor.

12. EMINENT DOMAIN. If Lessee's use of the Premises is materially
affected due

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to the taking by eminent domain of (a) the Premises or any part thereof; or (b)
any other part of the Building; then in either event, this lease shall terminate
on the date when title vests, pursuant to such taking. The Rent, and any
Additional Rent, shall be apportioned as of said termination date and any Basic
or Additional Rent paid for any period beyond said termination date shall be
repaid to Lessee. Lessee shall not be entitled to any part of the award for such
taking or any payment for the value of this Lease for the remaining part of the
term.

13. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in payment of
Basic Rent, or any Additional Rent, or defaults in the performance of any of the
covenants and conditions hereof, Lessor may give Lessee notice of such default,
and if Lessee does not cure any Basic Rent, or Additional Rent default within
ten (10) days or other default within fifteen (15) days, after written notice to
Lessee (or if such other default is of a nature that it cannot be completely
cured within such period, if Lessee does not commence such curing within fifteen
(15) days and thereafter proceed with reasonable diligence and in good faith to
cure such default), then Lessor may terminate this lease on not less then
fifteen (15) days notice to Lessee, and on the date specified in said notice,
Lessee's right to possession of the Demised Premises shall cease, and Lessee
shall quit and surrender the Premises to Lease.

14. (A) SUBORDINATION OF LEASE. This Lease shall, at Lessor's option,
or at the option of the holder of any underlying lease or holder of any first
mortgage or deed of trust, be subject and subordinate to any such underlying
leases and to any such first mortgage and/or trust deed which may now or
hereafter affect the real property of which the Premises form a part, and also
to all renewals, modifications, consolidations and replacements of said
underlying leases and said first mortgage and trust deed. Although no instrument
or act on the part of lessee shall be necessary to effectuate such
subordination, Lessee will, nevertheless, execute and deliver such further
instruments confirming such subordination of this Lease as may be desired by the
holders of said first mortgage and trust deeds or any of the Lessor attorney in
fact, irrevocably, to execute and deliver any instrument for Lessee. If any
underlying lease to which this Lease is subject, terminates, Lessee shall, on
timely request, attorn to the owner of the reversion.

(B) Notwithstanding the foregoing, "The Lessor covenants that as
long as the Lessee pays the rent and any additional rent as herein provided and
performs the covenants hereof, neither the lessor, any mortgagor, lienor and/or
anyone to whom the Lessee subrogates, the Lessee shall not be disturbed from
lawful possession and shall have the right to peaceably and quietly and hold and
enjoy, the premises for the term herein mentioned.

15. RIGHT TO CURE LESSEE'S BREACH. If Lessee breaches any covenant or
condition of this Lease, Lessor may, on reasonable notice to Lessee (except that
no notice need be given in case of emergency), cure such breach at the expense
of Lessee and the reasonable amount of all expenses, including attorney's fees,
incurred by Lessor in so doing (whether paid by Lessor or not) shall be deemed
Additional Rent payable on demand.

16. RIGHT TO INSPECT AND REPAIR. Lessor may enter the Premises but
shall not be obligated to do so (except as required by any specific provision of
this Lease) at any time on reasonable notice to Lessee (except that no notice
need be given in case of emergency) for the purpose of inspections or the making
of such repairs, replacement or additions in, to on and about the Premises or
the Building, as Lessor deems necessary or desirable. Lessee shall have no
claims or cause of action against Lessor for abatement of rent, nor shall Lessee
have any

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claim against Lessor for interruption of Lessee's business by reason thereof. In
no event shall Lessee have any claim against Lessor for interruption of Lessee's
business, however occurring, as related to the inspection and repair of the
Premises.

17. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION. While
Lessee is not in default under any provision of this Lease, Lessor agrees to
furnish, except on holidaus as set forth on Exhibit C attached hereto and made a
part hereof::

(A) Heating, ventilating and air conditioning (herein "HVAC"), as
appropriate for the season, together with common facilities lighting and
electricity for the Premises all during "Building Hours", as hereinafter
defined.

(B) Lessor shall not be liable for failure to furnish aforesaid
services when such failure is due to force majeure, as hereinafter defined.
Lessor shall not be liable, under any circumstances, including its negligence,
for loss of or injury to, Lessee or to the property however occurring, through
or in connection with or incidental to the furnishing of, or failure to furnish,
any of the aforesaid services or for any interruption to Lessee's business
however occurring, including, but not limited to, that arising from Lessor's
negligence.

18. INTERRUPTION OF SERVICES OR USE. Interruption or curtailment of any
service maintained in the Building or Premises, shall not entitle Lessee to any
claim against Lessor or to any abatement in Rent, and shall not constitute a
constructive or partial eviction, unless if Lessor is responsible to provide the
service, it fails to take measures as may be reasonable under the circumstances
to restore the service without undue delay. In no event shall Lessee be entitled
to claim a constructive eviction from the Premises unless Lessee shall first
have notified Lessor in writing of the condition or conditions giving rise
thereto, and , if the complaints be justified, unless Lessor shall have failed
within a reasonable time, after receipt of such notice to remedy, or commence
and proceed with due diligence to remedy, such condition or conditions, all
subject to force majeure, as hereinafter defined.

19. LESSEE'S ESTOPPEL. Lessee shall, from time to time, or not less
than ten (10) days prior to written request by Lessor, execute, acknowledge, and
deliver to Lessor a written statement certifying that the Lease is unmodified
and in full force and effect, or that the Lease is in full force and effect as
modified and listing the instruments of modification; the dates to which the
rents and charges have been paid; and, whether or not to the best of Lessee's
knowledge Lessor is in default hereunder, and if so, specifying the nature of
the default. It is intended that any such statement delivered pursuant to this
Paragraph 24 may be relied on by a prospective purchaser of Lessor's interest or
mortgage of Lessor's interest or assignee of any mortgage of Lessor's interest.

20. HOLDOVER TENANCY. Unless otherwise agreed between Lessor and
Lessee, if Lessee holds possession of the Premises after the term of this Lease,
Lessee shall become a tenant from month to month under the provisions herein
provided, except that the Basic Rent shall be double the amount stipulated in
Paragraph three (3) hereof and such tenancy shall continue until terminated by
Lessor, or until Lessee shall have given to Lessor a written notice at least
sixty (60) days prior to the intended date of termination, of intent to
terminate such tenancy.

21. LEASEHOLD IMPROVEMENTS Lessor agrees that prior to the

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commencement of the term of this Lease, the Lessor will do improvements to the
Demised Premises as per Exhibit "A," using building standard materials. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, of Unapix Entertainment, Inc., shall sign a corporate guarantee in
the amount of $12,630.00 for the cost of improvements.

22. RIGHT TO SHOW PREMISES. Lessor may show the Premises to prospective
purchasers and mortgagees; and, during the nine (9) months prior to termination
of this Lease, to prospective tenants.

23. WAIVER. No failure of the Lessor to enforce any term hereof shall
be deemed to be a waiver.

24. LATE CHARGE. Anything in this Lease to the contrary
notwithstanding, at Lessor's option, Lessee shall pay a "Late Charge" of what
was agreed; eight (8%) percent of any installment of Rent or additional Rent
paid more than seven (7) days after the due date thereof, to cover the extra
expense involved in handling delinquent accounts.

25. NO OTHER REPRESENTATIONS. No representations or promises shall be
binding on the parties hereto except those representations and promises
contained herein or in some future writing signed by the party making such
representation(s) or promise(s).

26. QUIET ENJOYMENT. Lessor covenants that if, and as long as, Lessee
pays the Rent, and any Additional Rent as herein provided, and performs the
covenants hereof, Lessor shall do nothing to affect Lessee's right to peaceably
and quietly have, hold and enjoy the Premises for the term herein mentioned,
subject to the provisions of this Lease. However, no diminution or abatement of
the Rent or Additional Rent or other payment to the Lessor shall be claimed by
or allowed to the Lessee for inconvenience or discomfort arising from the making
of any repairs or improvements to the Premises or Building. Lessor shall tale
any steps reasonably necessary to prevent third parties to interfere with
Lessee's quiet enjoyment.

27. LESSEE'S INSURANCE. Lessee covenants to provide on or before the
Commencement Date a comprehensive policy of general liability insurance naming
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Assoc. as an additional named insured, insuring Lessee and
Lessor against any liability commonly insured against and occasioned by accident
resulting from any act or omission on or about the Premises and any
appurtenances thereto. Such policy is to be written by an insurance company
qualified to do business in the State of new Jersey reasonably satisfactory to
Lessor. The policy shall be with limits not less than one million and no/100
($1,000,000.00) dollars in respect of bodily injury and property damage. Said
limits shall be subject to periodic review and Lessor reserves the right to
increase said coverage limits, if in the reasonable opinion of Lessor, said
coverage becomes inadequate and is less than that commonly maintained by tenants
in similar buildings in the area by tenants making similar uses. At least
fifteen (15) days prior to the expiration or termination date of any policy, the
Lessee shall deliver a renewal or replacement policy with proof of the payment
of the premium therefor.

28. HEIRS, ASSIGNS, SUCCESSORS. This Lease is binding upon and inures
to

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the benefit of the heirs, assigns and successors in interest to the parties.

29. BROKER. Lessee hereby represent that it has not created any
liability to any person or entity, who would be entitled to a broker's fee,
provider's fee or any similar type of commission or fee. Lessee hereby
indemnifies the Lessor for any misrepresentation, hereunder including reasonable
attorneys fees.

30. NO OPTION. The submission of this Lease Agreement for examination
does not constitute a reservation of, or option for, the Premises, and this
Lease Agreement becomes effective as a Lease Agreement only upon execution and
delivery thereof by Lessor and Lessee.

31. INDEMNIFICATION OF LESSOR. The Lessor shall not be liable for any
damage or injury to the Lessee, or any other person, or to any property,
occurring on the Demised Premises or any part thereof, and the Lessee agrees to
hold harmless the Lessor from any claims for damages, no matter how caused.

32. DEFINITIONS

(A) COMMON FACILITIES. Common facilities shall mean all general
building facilities that service all Building tenants.

(B) FORCE MAJEURE. Force Majeure shall mean and include those
situations beyond Lessor's control, including by way of example and not by way
of limitations, acts of God; accidents; repairs; strikes; shortages of labor,
supplies or materials; inclement weather; or where applicable, the passage of
time while waiting for an adjustment of insurance proceeds.

(C) BUILDING HOURS. As used in this Lease the "Building Hours" shall be
Monday through Friday, 8:00 a.m. to 7:00 p.m. and Saturday, 8:00 a.m. to 1:00
p.m., excluding those holidays as set forth in Exhibit "C" attached hereto and
made a part thereof, except that common area lighting in the Building and office
building area shall be maintained for such additional hours as, in Lessor's sole
judgement, is necessary or desirable to insure property operation of the
Building and Office Building Area.

33. NOTICES. Any notice by either party to the other shall be in
writing and shall be deemed to have been duly given only if delivered personally
or sent by certified mail R.R.R.

34. SECURITY DEPOSIT. Lessee shall deposit with Lessor simultaneously
herewith $3, 631.12 as security for the performance of Lessee's obligations
under this Lease, including without limitation, the surrender of possession of
the Premises to Lessor as herein provided. If Lessor applies any part of said
deposit to cure any default of Lessee, Lessee shall on demand deposit with
Lessor the amount so applied so that Lessor shall have the full deposit on hand
at all times during the term of this Lease. Lessor, in the event the Demised
Premises are sold, shall transfer and deliver the security, as such, to the
purchase of the Demised Premises and shall notify Lessee thereof, and thereupon
Lessor shall be discharged from any further liability in reference thereto.
Lessor need not pay any interest thereon to the Lessee.

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35. DELAY IN GIVING OF POSSESSION. This paragraph applies if for any
reason whatsoever, the Lessor cannot give possession of the Demised Premises to
the Lessee on the commencement date. The Lessor shall not be held liable for the
delay. If possession is given after commencement date, the Lessee shall accept
possession and pay the Rent from that date. The ending date of the term shall
not change.

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

LESSOR LESSEE

------------------------ ------------------------
▇▇▇▇▇▇ MANAGEMENT UNAPIX ENTERTAINMENT, INC.
By ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chief Operating Officer

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LEASE

LEASE, made the 9th day of April 1998 between ▇▇▇▇▇▇ Management Corp.,
agent for ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Assoc., (hereinafter referred to as "Lessor")
whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and The
Jazz Store, Inc., (hereinafter referred to as "Lessee") whose address is ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇.

W I T N E S S E T H :

For and in consideration of the covenants herein contained, and upon
the terms and conditions herein set forth, Lessor and Lessee agree as follows:

1. DESCRIPTION. Lessor hereby leases to Lessee, and Lessee hereby hires
from Lessor, the following space: approx.1900 gross rentable square feet,
(hereinafter called "Demised Premises" or "Premises") as per Exhibit "A" in the
building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇., (hereinafter
called "Building").

2. TERM. The premises are leased for a term of three (3) years
commencing on June 1, 1998 and to end at midnight on May 31, 2001 with rent
commencing on July 1, 1998.

3. (A) BASIC RENT. The Lessee shall pay to the Lessor during the term
basic rent in the amount of $55,100.00 (herein "Rent or "Basic Rent"). The Basic
Rent shall accrue at the yearly rate of $19,000.00 and the monthly rate of
$1,583.33.The Basic Rent shall be payable in advance on the first day of each
calendar month during the term. Lessee shall pay Basic Rent, and any additional
rent as hereinafter provided, to Lessor's above stated address, or at such other
place as Lessor may designate in writing, without demand and without
counterclaim, deduction or setoff.

(B) ADDITIONAL RENT. It is expressly agreed that the Lessee will pay
in addition to the Basic Rent, provided in paragraph 3A above, additional rent
each anniversary year, payable monthly. The percentage difference between the
increment in the CPI for the month of January 1998 and the CPI for the month of
January each year for the term of the lease and any renewals and extensions,
times the Yearly Basic Rent. CPI shall be defined as New York Northeast New
Jersey CPI. Notwithstanding the foregoing or anything else to the contrary
contained herein, in no event shall the amount of the increase of the additional
rent for any anniversary 8-year exceed 3% of the Basic Rent.

4. USE AND OCCUPANCY. Lessee shall use and occupy the Premises as
general offices, retail store and mail orders operation.

5. CARE AND REPAIR OF PREMISES. Lessee shall commit no act of waste and
shall take good care of the Premises and the fixtures and appurtenances therein,
and shall, in the use and occupancy of the Premises, conform to all laws, orders
and regulations of the federal, state and municipal governments or any of their
departments; Lessee shall keep the entrances, stairs, sidewalk in the front of
the store clean and free from trash, debris, snow and ice; Lessor shall maintain
and

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make all necessary repairs to the Building, the HVAC system and the exterior
portions or the plumbing and electrical systems, and the exterior of the
Premises, including foundation and structure, roof, lawns, parking areas, and
walk ways, except where the repair has been made necessary by misuse or neglect
by Lessee or Lessee's agents, servants, visitors or licensees, in which event
Lessor shall nevertheless make the repairs but Lessee shall pay to Lessor, as
Additional Rent immediately upon demand, the reasonable costs thereof. All
improvements, except light fixtures, made by Lessee to the Premises, which are
so attached to the Premises shall become the property of Lessor upon
installation. Not later than the last day of the term, Lessee shall, at Lessee's
expense, remove all Lessee's personal property and those improvements made by
Lessee that have not become the property of the Lessor, like; repair all injury
done by or in connection with the installation or removal of said property and
improvements; and surrender the Premises in as good condition as they were at
the beginning of the term, reasonable wear and tear excepted. All other property
of Lessee remaining on the premises after the last day of the term of this lease
shall be conclusively deemed abandoned and may be removed by Lessor, and Lessee
shall reimburse Lessor for the cost of such removal. Lessor may have any such
property stored at Lessee's risk and expense.

7. ACTIVITIES INCREASING FIRE INSURANCE RATES. Lessee shall not do
anything on the Premises that will increase the rate of fire insurance on the
Building.

8. ABANDONMENT. Lessee shall not, without first obtaining the written
consent of Lessor, abandon the Premises, or allow the Premises to become vacant
or deserted.

9. ASSIGNMENT AND SUBLEASE. Lessee may assign or sublease the within
Lease to any party subject to the following:

(1) The Lessee shall provide to the Lessor the name and address
of the

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assignee or sublease.

(2) The assignee or sublessee shall assume, by written
instrument, all of the obligations of this Lease, and a copy of such assumption
agreement shall be furnished to the Lessor within ten (10) days of its
execution.

(3) The Lessee and each assignee shall be and remain liable for
the observance of all the covenants and provisions of this Lease, including, but
not limited to, the payment of rent reserved herein, through the entire term of
this lease.

10. INTENTIONALLY OMITTED.

12. EMINENT DOMAIN. If Lessee's use of the Premises is materially
affected due to the taking by eminent domain of (a) the Premises or any part
thereof; or (b) any other part of the Building; then in either event, this lease
shall terminate on the date when title vests, pursuant to such taking. The Rent,
and any Additional Rent, shall be apportioned as of said termination date and
any Basic or Additional Rent paid for any period beyond said termination date
shall be repaid to Lessee. Lessee shall not be entitled to any part of the award
for such taking or any payment for the value

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of this Lease for the remaining part of the term. If Lessor receives notice of
any eminent domain actions, Lessor shall notify Lessee immediately.

13. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in payment of
Basic Rent, or any Additional Rent, or defaults in the performance of any of the
covenants and conditions hereof, Lessor may give Lessee notice of such default,
and if Lessee does not cure any Basic Rent, or Additional Rent default within
five (5) days or other default within fifteen (15) days, after written notice to
Lessee (or if such other default is of a nature that it cannot be completely
cured within such period, if Lessee does not commence such curing within fifteen
(15) days and thereafter proceed with reasonable diligence and in good faith to
cure such default), then Lessor may terminate this lease on not less then ten
(10) days notice to Lessee, and on the date specified in said notice, Lessee's
right to possession of the Demised Premises shall cease, and Lessee shall quit
and surrender the Premises to Lease.

(B) Notwithstanding the foregoing, "The Lessor covenants that
as long as the Lessee pays the rent and any additional rent as herein provided
and performs the covenants hereof, neither the lessor, any mortgagor, lienor
and/or anyone to whom the Lessee subrogates, the Lessee shall not be disturbed
from lawful possession and shall have the right to peaceably and quietly and
hold and enjoy, the premises for the term herein mentioned.

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efforts to perform all work described in this Section 16 in a good and
workmanlike manner, with reasonable diligence, and in a manner so as to minimize
to the extent practicable unreasonable interference with lessee's operations.

17. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION. While
Lessee is not in default under any provision of this Lease, Lessor agrees to
furnish:

(A) Heating as appropriate for the season, cold and hot water for
the restroom together with common facilities lighting.

18. HEATING. The Lessee agrees to reimburse to the Lessor his
proportionate share, as hereinafter defined, of the cost of heating oil used
during the term of this lease, all renewals and extensions. Heating oil
reimbursement to be considered as additional rent and are due in a five (5) days
after invoice is submitted to the Lessee by Lessor. In no event Lessee shall pay
more than for 1,200.00 gallons of oil per one calendar year.

19. INTERRUPTION OF SERVICES OR USE. Interruption or curtailment of any
service maintained in the Building or Premises, shall not entitle Lessee to any
claim against Lessor or to any abatement in Rent, and shall not constitute a
constructive or partial eviction, unless if Lessor is responsible to provide the
service, it fails to take measures as may be reasonable under the circumstances
to restore the service without undue delay. In no event shall Lessee be entitled
to claim a constructive eviction from the Premises unless Lessee shall first
have notified Lessor in writing of the condition or conditions giving rise
thereto, and , if the complaints be justified, unless Lessor shall have failed
within a reasonable time, after receipt of such notice to remedy, or commence
and proceed with due diligence to remedy, such condition or conditions, all
subject to force majeure, as hereinafter defined.

20. LESSEE'S ESTOPPEL. Lessee shall, from time to time, or not less
than ten (10) days from written request by Lessor, execute, acknowledge, and
deliver to Lessor a written statement certifying that the Lease is unmodified
and in full force and effect, or that the Lease is in full force and effect as
modified and listing the instruments of modification; the dates to which the
rents and charges have been paid; and, whether or not to the best of Lessee's
knowledge Lessor is in default hereunder, and if so, specifying the nature of
the default. It is intended that any such statement delivered pursuant to this
Paragraph 24 may be relied on by a prospective purchaser of Lessor's interest or
mortgage of Lessor's interest or assignee of any mortgage of Lessor's interest.

21. HOLDOVER TENANCY. Unless otherwise agreed between Lessor and
Lessee, if Lessee holds possession of the Premises after the term of this Lease,
Lessee shall become a tenant from month to month under the provisions herein
provided, except that the Basic Rent shall be double the amount stipulated in
Paragraph three (3) hereof and such tenancy shall continue until terminated by
Lessor, or until Lessee shall have given to Lessor a written notice at least
sixty (60)

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days prior to the intended date of termination, of intent to terminate such
tenancy.

22. LEASEHOLD IMPROVEMENTS Lessor agrees that prior to the commencement
of the term of this Lease, the Lessor will do improvements to the Demised
Premises as per Exhibit "E," using building standard materials and ▇▇▇▇▇▇▇ like
fashion.

23. RIGHT TO SHOW PREMISES. Lessor may show the Premises to prospective
purchasers and mortgagees; and, during the six (6) months prior to termination
of this Lease, to prospective tenants.

24. WAIVER. No failure of the Lessor to enforce any term hereof shall
be deemed to be a waiver.

25. LATE CHARGE. Anything in this Lease to the contrary
notwithstanding, at Lessor's option, Lessee shall pay a "Late Charge" of what
was agreed; six (6%) percent of any installment of Rent or additional Rent paid
more than seven (7) days after the due date thereof, to cover the extra expense
involved in handling delinquent accounts.

26. NO OTHER REPRESENTATIONS. No representations or promises shall be
binding on the parties hereto except those representations and promises
contained herein or in some future writing signed by the party making such
representation(s) or promise(s).

27. QUIET ENJOYMENT. Lessor covenants that if, and as long as, Lessee
pays the Rent, and any Additional Rent as herein provided, and performs the
covenants hereof, Lessor shall do nothing to affect Lessee's right to peaceably
and quietly have, hold and enjoy the Premises for the term herein mentioned,
subject to the provisions of this Lease.

28. LESSEE'S INSURANCE. Lessee covenants to provide upon possession a
comprehensive policy of general liability insurance naming ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Assoc as an additional named insured, insuring Lessee and Lessor against any
liability commonly insured against and occasioned by accident resulting from any
act or omission on or about the Premises and any appurtenances thereto. Such
policy is to be written by an insurance company qualified to do business in the
State of new Jersey reasonably satisfactory to Lessor. The policy shall be with
limits not less than one million and no/100 ($1,000,000.00) dollars in respect
of bodily injury and property damage. Said limits shall be subject to periodic
review and Lessor reserves the right to increase said coverage limits, if in the
reasonable opinion of Lessor, said coverage becomes inadequate and is less than
that commonly maintained by tenants in similar buildings in the area by tenants
making similar uses. At least fifteen (15) days prior to the expiration or
termination date of any policy, the Lessee shall deliver a renewal or
replacement policy with proof of the payment of the premium therefor.

29. HEIRS, ASSIGNS, SUCCESSORS. This Lease is binding upon and inures
to the benefit of the heirs, assigns and successors in interest to the parties.

30. BROKER. Lessee hereby represent that it has not created any
liability to any

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person or entity, who would be entitled to a broker's fee, provider's fee or any
similar type of commission or fee. Lessee hereby indemnifies the Lessor for any
misrepresentation, hereunder including reasonable attorneys fees.

31. NO OPTION. The submission of this Lease Agreement for examination
does not constitute a reservation of, or option for, the Premises, and this
Lease Agreement becomes effective as a Lease Agreement only upon execution and
delivery thereof by Lessor and Lessee.

32. INDEMNIFICATION OF LESSOR. The Lessor shall not be liable for any
damage or injury to the Lessee, or any other person, or to any property,
occurring on the Demised Premises or any part thereof, and the Lessee agrees to
hold harmless the Lessor from any claims for damages, no matter how caused
unless such damage or injury is caused by the negligence or intentional
misconduct of Lessor.

33. DEFINITIONS

(A) PROPORTIONATE SHARE. Lessee's proportionate share, wherever
that phrase is used, shall be seven (7) percent to reflect the ratio of the
gross square footage of the Premises to the gross square footage of the
Building. Total of all Lessee's Proportionate Share not top exceed 100%.

34. NOTICES. Any notice by either party to the other shall be in
writing and shall be deemed to have been duly given only if delivered personally
or sent by certified mail R.R.R.

35. SECURITY DEPOSIT. Lessee shall deposit with Lessor simultaneously
herewith $3,166, as security for the performance of Lessee's obligations under
this Lease, including without limitation, the surrender of possession of the
Premises to Lessor as herein provided. If Lessor applies any part of said
deposit to cure any default of Lessee, Lessee shall on demand deposit with
Lessor the amount so applied so that Lessor shall have the full deposit on hand
at all times during the term of this Lease. Lessor, in the event the Demised
Premises are sold, shall transfer and deliver the security, as such, to the
purchaser of the Demised Premises and shall notify Lessee thereof, and thereupon
Lessor shall be discharged from any further liability in reference thereto.
Lessor may commingle the Security Deposit with its own funds and need not pay
any interest thereon to the Lessee. Lessor will return unused portion of
security deposit to the Lessee within 30 days after Lease termination.

36. OPTION TO RENEW. Provided that Lessee is not in default under this
Lease, Lessee has right to renew this Lease for a two (2) years period
commencing on June 1, 2001.If Lessee will elect to renew this Lease, he has to
notify Lessor in writing no later than December 30, 2000. If no notice is
received by Lessor by December 30, 2000 this Option to Renew is null and

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void. Rent during renewal period will be established according to the paragraph
3.B of this Lease.

37. DELAY IN GIVING OF POSSESSION. This paragraph applies if for any
reason whatsoever, the Lessor cannot give possession of the Demised Premises to
the Lessee on the commencement date. The Lessor shall not be held liable for the
delay. The Lessor shall then have thirty (30) days in which to give possession.
If possession is given within that time, the Lessee shall accept possession and
pay the Rent beginning 30 days following that date. The ending date of the term
shall not change. If possession is not given within that time, this Lease may be
canceled by either party on notice to the other.

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

LESSOR LESSEE

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▇▇▇▇▇▇ MANAGEMENT THE JAZZ STORE
By ▇▇▇▇▇ ▇▇▇▇▇▇ By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

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EXHIBIT LEASE

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