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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-01-529325.txt : 20010820
<SEC-HEADER>0000912057-01-529325.hdr.sgml : 20010820
ACCESSION NUMBER:		0000912057-01-529325
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010430
FILED AS OF DATE:		20010817

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VALUE LINE INC
		CENTRAL INDEX KEY:			0000717720
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTMENT ADVICE [6282]
		IRS NUMBER:				133139843
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-11306
		FILM NUMBER:		1717505

	BUSINESS ADDRESS:	
		STREET 1:		220 E 42ND ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2129071500
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>a2057048z10-ka.txt
<DESCRIPTION>FORM 10-K/A
<TEXT>
<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 AMENDMENT NO. 1
                                       TO
                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the fiscal year ended April 30, 2001   Commission File Number 0-11306


                                VALUE LINE, INC.
             (Exact name of registrant as specified in its charter)

          New York                              13-3139843
(State or other jurisdiction of         (IRS Employer Identification
 incorporation or organization)                    Number)

                 220 East 42nd Street, New York, N.Y. 10017-5891
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 907-1500
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.10 par value

                      DOCUMENTS INCORPORATED BY REFERENCE.

     The following documents are incorporated by reference with this
filing: Part III: None


<Page>



                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

<Table>
<Caption>

(a)  Names of Directors, Age as of                          Director
     July 31, 2001 and Principal Occupation                   Since
     --------------------------------------                   -----
<S>                                                            <C>
Jean Bernhard Buttner* (66).  Chairman of the Board,           1982
President, and Chief Executive Officer of the Company
and Arnold Bernhard & Co., Inc.  Chairman of the Board
and President of each of the Value Line Funds; Trustee,
Skidmore College.

Harold Bernard, Jr. (70).  Attorney-at-law.  Retired           1982
Administrative Law Judge, National Labor Relations Board.
Director of Arnold Bernhard & Co., Inc.  Judge Bernard is
the cousin of Jean Bernhard Buttner.

Samuel Eisenstadt (79).  Senior Vice President and             1982
Research Chairman of the Company.

Herbert Pardes, MD (67).  President and CEO of New York-       2000
Presbyterian Hospital.

Marion Ruth (66).  Real Estate Executive.  President,          2000
Ruth Realty (real estate broker).  Director or Trustee
of each of the Value Line Funds.

Howard A. Brecher* (47).  Vice President of the Company        1992
since 1996 and Secretary since 1992; Secretary, Treasurer
and General Counsel of Arnold Bernhard & Co., Inc. since
1991, Director since 1992 and Vice President since 1994.

David T. Henigson* (44). Vice President of the Company         1992
since 1992 and Treasurer since 1994; Director of Compliance
and Internal Audit of the Company since 1988; Vice
President of each of the Value Line Funds since 1992 and
Secretary and Treasurer since 1994; Vice President and
Director of Arnold Bernhard & Co., Inc. since 1992.
</Table>

- ----------
* Member of the Executive Committee

(b) The information pertaining to Executive Officers is set forth in Part I
under the caption "Executive Officers of the Registrant."

                                   2

<Page>

ITEM II.   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

      The following table sets forth information concerning the compensation for
services in all capacities to the Company for the fiscal years ended April 30,
2001, 2000 and 1999 of the chief executive officer of the Company and each of
the other executive officers of the Company who were serving at April 30, 2001.
The Company has four executive officers.

<Table>
<Caption>

                                                           Long-Term
                                                          Compensation
                                                             Awards
                                                          ------------
                                   Annual Compensation
                                   -------------------     Restricted
Name and                                                     Stock       Options        All Other
Principal               Fiscal                               Award(s)    Granted     Compensation(b)
Position                 Year    Salary($)   Bonus(a)($)       ($)         (#)            ($)
- ----------------------  ------   --------    -----------   -----------   -------     ---------------

<S>                      <C>      <C>            <C>          <C>        <C>             <C>
Jean B. Buttner          2001     853,092        900,000          -         -            18,311
Chairman of the Board    2000     826,807        900,000          -         -            20,944
and Chief Executive      1999     807,611        800,000          -         -            19,777
 Officer

Samuel Eisenstadt        2001     128,750        120,000          -         -            15,450
Senior Vice President    2000     125,000        120,000          -         -            17,500
 and Research Chairman   1999     120,000        110,000          -         -            16,800

David T. Henigson        2001     100,000        375,000          -         -            12,000
Vice President           2000     100,000        300,000          -         -            14,000
                         1999     100,000        242,500          -         -            14,000

Howard A. Brecher        2001     50,000         295,000          -         -             6,000
Vice President           2000     50,000         250,000          -         -             7,000
                         1999     50,000         210,000          -         -             7,000
</Table>

                                   3


<Page>

SUMMARY COMPENSATION TABLE CONTINUED:



(a)  A portion of the bonuses are contingent upon future employment.

(b)  Employees of the Company are members of the Value Line Profit Sharing and
     Savings Plan (the "Plan"). The Plan provides for a defined annual
     contribution which is determined by a formula based upon the salaries of
     eligible employees and the amount of consolidated net operating income as
     defined in the Plan. The Company's contribution expense was $1,180,000 for
     the year ended April 30, 2001. Each employee's interest in the Plan is
     invested in such proportions as the employee may elect in shares of one or
     more of the mutual funds for which the Company acts as investment adviser.
     Distributions under the Plan vest in accordance with a schedule based upon
     the employee's length of service and are payable upon the employee's
     retirement, death, total and permanent disability or termination of
     employment.

                                   4


<Page>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
 AND FISCAL YEAR-END OPTION VALUES

      The following table sets forth the number of shares acquired by any of the
named persons upon exercise of stock options in fiscal 2001, the value realized
through the exercise of such options and the number of unexercised options held
by such person, including both those which are presently exercisable and those
which are not presently exercisable.

<Table>
<Caption>

                                                         Number of          Value of Unexercised
                                                     Unexercised Options    In-the-Money Options
                                                      at April 30, 2001      at April 30, 2001 (1)
                    Shares Acquired                ----------------------- ------------------------
                      Upon Option       Value                      Not                     Not
      Name             Exercise       Realized(1)  Exercisable Exercisable Exercisable Exercisable
- ------------------  ---------------   -----------  ----------- ----------- ----------- ------------


<S>                       <C>           <C>           <C>                    <C>
Howard A. Brecher         300           $2,925        2,675         --       $27,419        --
</Table>

- ----------
(1)   Market value of underlying securities at exercise date or year-end, as the
      case may be, minus the exercise price.



                                   5





<Page>

Item 12.   Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth information as of July 31, 2001 as to
shares of the Company's Common Stock held by persons known to the Company to be
the beneficial owners of more than 5% of the Company's Common Stock.

<Table>
<Caption>

  Name and Address         Number of Shares      Percentage of Shares
 of Beneficial Owner      Beneficially Owned     Beneficially Owned(1)
- ---------------------     ------------------     ---------------------
<S>                          <C>                          <C>
Arnold Bernhard              8,609,403                    86.27%
  & Co., Inc.(1)
220 East 42nd Street
New York, NY  10017
</Table>

- ----------
(1)  Jean Bernhard Buttner, Chairman of the Board, President and Chief
     Executive Officer of the Company, owns all of the outstanding voting
     stock of Arnold Bernhard & Co., Inc.

      The following table sets forth information as of July 31, 2001, with
respect to shares of the Company's Common Stock owned by each director of the
Company, by each executive officer listed in the Summary Compensation Table and
by all officers and directors as a group.

<Table>
<Caption>

          Name of                  Number of Shares     Percentage of Shares
      Beneficial Owner            Beneficially Owned     Beneficially Owned
- -------------------------------   ------------------     --------------------
<S>                                   <C>                        <C>
Jean Bernhard Buttner                   100(1)                     *
Harold Bernard, Jr.                     432                        *
Samuel Eisenstadt                       100                        *
Dr. Herbert Pardes                      100                        *
Marion Ruth                             200                        *
Howard A. Brecher                     2,800(2)                     *
David T. Henigson                       150                        *

All directors and executive
officers as a group (7 persons)       3,882(1)(2)                  *
</Table>

- ----------
*Less than one percent

(1)   Excludes 8,609,403 shares (86.27% of the outstanding shares) owned by
      Arnold Bernhard & Co., Inc. Jean Bernhard Buttner owns all of the
      outstanding voting stock of Arnold Bernhard & Co., Inc. Substantially all
      of the non-voting stock of Arnold Bernhard & Co., Inc. is held by members
      of the Buttner family.

(2)   Includes 2,275 shares purchasable within 60 days of July 31, 2001 upon the
      exercise of stock options by Mr. Brecher. The options expire on March 17,
      2003.


                                   6


<Page>

Item 13. Certain Relationships and Related Transactions.


      Arnold Bernhard & Co., Inc. utilizes the services of officers and
employees of the Company to the extent necessary to conduct its business.
The Company and Arnold Bernhard & Co., Inc. allocate costs for office
space, equip-ment and supplies and support staff pursuant to a servicing
and reimbursement arrangement.  During the year ended April 30, 2001, the
Company was reimbursed $549,000 for such expenses.  In addition, a
tax-sharing arrangement allocates the tax liabilities of the two companies
between them.  The Company pays to Arnold Bernhard & Co., Inc. an amount
equal to the Company's liability as if it filed separate tax returns.

Item  14.

       3.  Exhibits.

           10.14   Amendment to Lease dated September 14, 2000, for the
                   Company's premises at 220 East 42nd Street, New York,
                   NY  10017-5891.


                                   7


<Page>

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amended report on Form 10-K for
the fiscal year ended April 30, 2001, to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              VALUE LINE, INC.
                                (Registrant)




                    By:  s/ Jean Bernhard Buttner
                         ----------------------------
                         Jean Bernhard Buttner
                         Chairman & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.



                    By:   s/ Jean Bernhard Buttner
                          ----------------------------
                          Jean Bernhard Buttner
                          Principal Executive Officer



                    By:   s/ Stephen R. Anastasio
                          ----------------------------
                          Stephen R. Anastasio
                          Principal Financial
                          and Accounting Officer



                    By:   s/ David T. Henigson
                          ----------------------------
                          David T. Henigson
                          Vice President and Treasurer



Dated: August 16, 2001


                                   8


<Page>

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amended report on Form 10-K for
the fiscal year ended April 30, 2001, to be signed on its behalf by the
undersigned as Directors of the Registrant.



s/ Jean Bernhard Buttner             s/ Howard A. Brecher
- ------------------------             ----------------------
Jean Bernhard Buttner                Howard A. Brecher



s/ Harold Bernard, Jr.               s/ Samuel Eisenstadt
- ------------------------             ----------------------
Harold Bernard, Jr.                  Samuel Eisenstadt



s/ Dr. Herbert Pardes                s/ David T. Henigson
- ------------------------             ----------------------
Dr. Herbert Pardes                   David T. Henigson



s/Marion N. Ruth
- ------------------------
Marion N. Ruth



Dated: August 16, 2001


                                   9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>3
<FILENAME>a2057048zex-10_14.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>
<Page>

Exhibit 10.14

AMENDMENT TO LEASE

            THIS AMENDMENT TO LEASE (this "Amendment") is made as of the 14th
day of September, 2000 between 220 NEWS LLC, a New York limited liability
company, having its principal office at c/o The Witkoff Group LLC, 220 East 42nd
Street, New York, New York 10017, as Landlord ("Landlord") and VALUE LINE, INC.,
a New York corporation, having its principal place of business at 220 East 42nd
Street, New York, New York 10017, as Tenant ("Tenant").

W I T N E S S E T H:

            WHEREAS, Landlord's predecessor in interest, and Tenant entered into
that certain lease dated as of June 4, 1993, as the same may have been amended
(the "Lease") for the leasing of a portion of the fifth (5th) floor and the
entire rentable area of the sixth (6th) floor (collectively, the "Premises") in
the building known as The News Building and located at 220 East 42nd Street, New
York, New York;

WHEREAS, Landlord has succeeded to all of the right, title and interest of
its predecessor-in-interest in and to the Lease and the Premises; and

            WHEREAS, Tenant desires to surrender all of its right, title and
interest in and to a portion of the Premises (such portion, the "Surrendered
Premises") marked with diagonal slashes on the drawing attached hereto as
Exhibit A, effective as of 11:59 p.m. September 14, 2000 (the "Surrender Date")
and Landlord is willing to accept such surrender, upon and subject to the terms
and conditions of this Amendment.

            NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties hereto do covenant and agree as follows:

            1. (a) Tenant hereby agrees to surrender to Landlord as of the
Surrender Date, its interest in the Surrendered Premises and all alterations,
decorations, installations, additions and improvements therein, but not
furniture or other personal property removed by Tenant before the Surrender
Date, with the intent and purpose that the estate of Tenant in and to the
Surrendered Premises shall be wholly extinguished and that the term of the Lease
as to the Surrendered Premises shall expire on the Surrender Date, subject to
the terms herein. All of Tenant's furniture, fixtures or equipment which remains
in the Surrendered Premises on the Surrender Date shall be deemed abandoned by
Tenant and Landlord will be entitled to dispose of the same at Landlord's
discretion and at Landlord's cost and expense, with no compensation to Tenant.

                                       10

<Page>

                  (b) Tenant hereby covenants that nothing has been, or will be,
done or suffered by Tenant, or those under the control of Tenant, whereby the
Surrendered Premises or any part thereof or the alterations, decorations,
installations, additions and improvements therein or any part thereof have been,
or will be, encumbered in any way whatsoever, that Tenant has, and will have,
good right to surrender the same, and that no one other than Tenant has
acquired, or will acquire, through or under Tenant any right, title or interest
in or to the Surrendered Premises or any part thereof or in or to said
alterations, decorations, installations, additions and improvements therein or
any part thereof.

                  (c) Tenant covenants and agrees to vacate and surrender the
Surrendered Premises and deliver the same to Landlord on or before the Surrender
Date, time being of the essence, vacant and broom clean, in the same condition,
reasonable wear and tear and casualty excepted, as of the date hereof, and free
of all tenancies and/or occupants (the "Surrender Condition"). Notwithstanding
anything to the contrary and at Landlord's sole election, in the event Tenant
fails to deliver the Surrendered Premises to Tenant in the Surrender Condition
on the Surrender Date, Landlord may elect to accept the surrender of the
Surrendered Premises in its "as is" condition without waiver of its rights and
remedies against Tenant hereunder and, otherwise, for the same.

                  (d) After Tenant's surrender of the Surrendered Premises and
upon the receipt of a written request of Tenant, Landlord shall provide Tenant
with access to the Surrendered Premises for the purpose of servicing, in
accordance with the terms of the Lease, HVAC equipment, ductwork and all other
Building equipment that provide services to the Premises (collectively, the
"Building Equipment"), provided, (i) such access shall be (a) subject to the
rights of the occupant(s) of the Surrendered Premises, (b) at Tenant's sole cost
and expense along with all work performed with respect to Tenant's servicing of
the Building Equipment (including, without limitation, all damage caused to the
Surrendered Premises by Tenant as a result of said servicing) and (c) at a time
mutually agreed to by Landlord, Tenant and such occupant(s), (ii) at Landlord's
election, a representative of Landlord shall accompany Tenant during such access
and (iii) nothing herein shall be deemed to impose responsibility on Tenant to
service or repair equipment not already imposed on Tenant under the terms of the
Lease.

            2. The obligation of Landlord to accept this surrender is contingent
upon the payment by Tenant of all fixed rent (pro-rated for a partial month) due
for the Premises.

            3. Effective as of the date Tenant has surrendered the Surrendered
Premises to Landlord, Tenant shall have no payment or other obligations to
Landlord with respect to the Surrendered Premises, except its obligation to pay
to Landlord (i) all costs incurred by Landlord resulting from (a) Tenant's
failure to deliver the Surrendered Premises in the Surrender Condition and (b)
repairing any damage or destruction

                                        11

<Page>

which has occurred as a result of Tenant's vacatur of the Surrendered Premises,
(ii) all undisputed fixed rent accrued, pro-rated and not billed by the
Surrender Date and (iii) all other undisputed outstanding charges due by Tenant
not included in subsections (i) and (ii) of this Section 3. The obligations of
Tenant set forth in subsections (i), (ii) and (iii) this Section 3
(collectively, the "Obligations") shall survive the surrender of the Surrendered
Premises. Landlord and Tenant agree that Exhibit B lists certain items which
Tenant claims are not due and owing. Landlord and Tenant agree to cooperate to
restore the disputed items and Tenant shall pay to Landlord the amounts which
Landlord and Tenant mutually agree as due and owing.

            4. Each party shall pay such taxes and any interest and penalties on
such taxes, if any, in connection with or arising out of Tenant's surrender of
the Surrendered Premises to Landlord as are imposed on such party by custom,
statute or regulation, subject to any available exemptions which shall be
claimed and to the terms hereof. Each party shall cooperate with each other and
shall execute and deliver to the other, and if necessary, file any tax returns,
reports or other documents required in connection herewith and such obligations
shall survive surrender of the Surrendered Premises.

            5. Upon Tenant's compliance with the terms of this Amendment,
Landlord agrees to accept said surrender in accordance with the terms hereof,
and in consideration of said surrender by Tenant and of the acceptance thereof
by Landlord, Tenant and Landlord do hereby mutually release each other, the
respective legal representatives, successors and assigns of each, of and from
all claims, demands, actions or causes of actions of every kind and nature,
whatsoever arising solely out of Tenant's occupancy of the Surrendered Premises,
except that nothing herein contained shall be deemed to constitute a release or
discharge of Landlord and Tenant with respect to (i) the Obligations, (ii) all
other outstanding obligations or liabilities incurred under the Lease with
respect to the Surrendered Premises on or before the Surrender Date and (iii)
the obligations of Landlord and Tenant under the Lease with respect to the
Premises (excluding the Surrendered Premises), it being agreed that Tenant's
right to seek from Landlord a refund of any overpayment of fixed rent and
additional rent shall survive the surrender of the Surrendered Premises.

            6. Effective as of the date Tenant vacates and surrenders the
Surrendered Premises to Landlord:

(i) Subsections (ii) and (iii) of Section A of Article 38 of the Lease shall be
deemed deleted in their entirety and replaced with the following text:

"(ii) ONE MILLION SEVEN HUNDRED SIXTY-SIX THOUSAND TWO HUNDRED EIGHTY-FIVE
DOLLARS and 00/100 ($1,766,285.00) per annum for the period beginning on the
first day of the month in which occurs the fifth (5th) anniversary of the
Commencement Date and to and including August 31, 2000, payable in advance in
equal monthly installments of $147,190.42;

                                        12

<Page>

(iii) ONE HUNDRED AND FORTY ONE THOUSAND THREE HUNDRED AND NINETY THREE DOLLARS
and 46/100 ($141,393.46) for the period commencing on September 1, 2000 to and
including September 30, 2000, payable in advance of such period;

(iv) ONE HUNDRED AND THIRTY FIVE THOUSAND FIVE HUNDRED AND NINETY SIX DOLLARS
and 50/100 ($135,596.50) for each calendar month during the period commencing on
October 1, 2000 to and including August 31, 2001 payable in advance of each such
calendar month;

(v) ONE HUNDRED AND THIRTY FOUR THOUSAND SEVEN HUNDRED AND SIXTY TWO DOLLARS and
38/100 ($134,762.38) for the period commencing on September 1, 2001 to and
including September 30, 2001, payable in advance of such period;

(vi) ONE HUNDRED AND THIRTY THOUSAND FIVE HUNDRED AND FIFTY FIVE DOLLARS and
67/100 ($130,555.67) for each calendar month during the period commencing on
October 1, 2001 to and including June 30, 2003, payable in advance of each such
calendar month;

(vii) ONE HUNDRED AND THIRTY SEVEN THOUSAND AND NINETY NINE DOLLARS and 82/100
($137,099.82) for the period commencing on July 1, 2003 to and including July
31, 2003, payable in advance of each such calendar month; and

(viii) ONE HUNDRED AND FORTY EIGHT THOUSAND NINE HUNDRED AND NINETY EIGHT
DOLLARS and 30/100 ($148,998.30) for each calendar month during the period
commencing on August 1, 2003 to and including the Expiration Date, payable in
advance of each such calendar month.".

(ii) All references in the Lease to the terms "Demised Premises" and "Premises"
(whether capitalized or lowercased) shall be deemed to exclude the Surrendered
Premises.

(iii) A. Subsection (i) of Section A of Article 42 of the Lease shall be deemed
deleted in its entirety and replaced with the following text:

"The term "Premises Area" shall mean 70,745 square feet.".

      B. Subsection (ii) of Section A of Article 42 of the Lease shall be
deemed deleted in its entirety and replaced with the following text:

"The term "Tenant's Proportionate Share" shall mean 6.4786%.".

(iv) Subsection (i)(a) of Section B of Article 61 of the Lease shall be
deemed deleted in its entirety and replaced with the following text:

"c/o The Witkoff Group LLC
220 East 42nd Street
26th floor

                                        13

<Page>

New York, New York 10017
Attention: Mr. Steven C. Witkoff

with a copy to:

The Witkoff Group LLC
220 East 42nd Street
26th floor
New York, New York 10017
Attention James F. Stomber, Jr., Esq.".

(v) Article 63 of the Lease shall not apply to the initial leasing on or before
November 15th, 2000 of the Surrendered Premises (or any portion thereof) after
the Surrender Date.

(vi) Exhibit A to the Lease on which the fifth (5th) floor portion of the
Premises is marked shall be deemed modified to provide that the Premises shall
hereafter be as shown cross-hatched on Exhibit A hereto.

            7. It is specifically understood and agreed that the submission of
this Amendment to Tenant shall not be construed as an offer, nor shall Tenant
have any rights with respect to this Amendment unless and until Landlord shall
execute a copy hereof and deliver the same to Tenant.

            8. Landlord and Tenant each represent to the other party that it has
not dealt with a broker or brokers in connection with this Amendment other than
Space Consulting LLC (the "Broker"). Landlord and Tenant agree to indemnify and
hold the other party harmless from and against any and all claims, liabilities,
obligations, costs and expenses including, without limitation, reasonable
attorneys' fees arising from and/or in connection with a breach of the foregoing
representation. The provisions of this Section shall survive the surrender of
the Surrendered Premises. Tenant shall not be responsible for any fees due
Broker in connection with this Amendment and Landlord shall be responsible for
the same.

            9. This Amendment may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

            10. The covenants, conditions, provisions and agreements contained
in this Amendment shall bind and inure to the benefit of the parties hereto and
their respective legal representatives, successors and permitted assigns.

            11. All capitalized terms herein not otherwise defined shall have
the meanings assigned thereto in the Lease.

            12. Landlord and Tenant hereby ratify and confirm the terms and
provisions of the Lease, as amended by this Amendment.

                                        14

<Page>

            IN WITNESS WHEREOF, the parties hereto have respectfully executed
this Amendment as of the day and year first above written.

                              LANDLORD:
                              220 NEWS LLC
                              By: Daily Planet LLC,
                                  Managing Member
                                    By:  News East LLC,
                                         Managing Member

                                       By:  s/ James F. Stomber, Jr.
                                             James F. Stomber, Jr.
                                             C.O.O. & General Counsel

                                    TENANT:
                                    VALUE LINE, INC.

                                             By:  s/ Jean B. Buttner
                                                   Jean B. Buttner
                                                   Chairman & C.E.O.

                                        15

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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