Exhibit 10.7 LEASES FOR THE COMPANY'S HEADQUARTERS

                                 LEASE AGREEMENT

            THIS LEASE AGREEMENT is made as of this 30th day of June, 2006 by
and between GILMAN + CIOCIA, INC., a Delaware corporation having its principal
office at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the "Tenant") and,
ANGELO BALBO MANAGEMENT, LLC, a New York limited liability company having an
office at 18 Millbank Road, Poughkeepsie, NY 12603 (the "Landlord").

            NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

ARTICLE 1 BASIC LEASE INFORMATION

      1.1 Basic Lease Information. As used in this Lease, the following basic
lease terms shall have the meanings ascribed thereto:

      (a)   Lease Date: June 30, 2006

      (b)   Landlord's Address:

                  18 Millbank Road

                  Poughkeepsie, NY 12603

                  with a copy at the same time to:

                  Michael Kistner, Esq.

                  2 Raymond Avenue

                  Poughkeepsie, NY 12603

      (c)   Tenant's Address:

                  Gilman + Ciocia, Inc.
                  11 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Attention: Legal Department

      (d)   Building Address:

                  11 Raymond Avenue
                  Poughkeepsie, NY 12603

      (e)   Premises: Suite 12, containing approximately 2,692 gross rentable
            square feet, and containing approximately 2,343 net useable square
            feet.

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      (f)   Tenant's Pro Rata Share: A percentage, based upon the ratio of the
            gross rentable square footage of the Premises to the total gross
            rentable square footage of the Building and 9 Raymond Avenue.
            Tenant's Pro Rata Share, based upon the current rentable square
            footage of the Building and 9 Raymond Avenue and the current
            rentable square footage of the Premises, is 2,692/34,631, 7.77%.

      (g)   Term: 36 months, beginning on the Commencement Date and expiring on
            the Expiration Date.

      (h)   Commencement Date: July 1, 2006.

      (i)   Expiration Date: June 30, 2009 unless adjusted or sooner terminated
            as provided herein.

      (j)   Security Deposit: None.

      (k)   Base Rent: Throughout the Term, Base Rent shall be $28,536.00 per
            year, and $2,378.00 per month. The Base Rent shall increase by three
            (3%) percent on July 1st of each year during the Term.

      (l)   Broker: None.

      (m)   Estimated Monthly Additional Rent Charge (not including Tenant's Pro
            Rata Share of Taxes): $673.00.

      1.2 Additional Definitions. As used in this Lease, the following terms
shall have the meanings ascribed thereto:

      (a) Additional Rent: Any amounts that this Lease requires Tenant to pay in
addition to Base Rent.

      (b) Building: 11 Raymond Avenue and related improvements (including,
without limitation, parking lots, walkways, driveways, fences and landscaping)
of which the Premises are a part.

      (c) Common Areas: The hallways, entryways, stairs, elevators, driveways,
parking lot, walkways, restrooms, trash facilities, and all other areas and
facilities in and about the Building that are provided and designated from time
to time by Landlord for the general nonexclusive use and convenience of Tenant
with Landlord and other tenants of the Building and their respective employees,
invitees, licensees or visitors.

      (d) Land: The land on which the Building is located, which is described on
Exhibit A.

      (e) Parking Areas: Those portions of the parking lots adjacent to the
Building which Landlord shall from time to time designate for use by the tenants
of the Building for parking.

      (f) Prime Rate: The rate of interest from time to time announced by
Citibank as its prime rate of interest.


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      (g) Rent: The Base Rent and Additional Rent.

If any other provision of this Lease contradicts any definition of this Article,
the other provision will prevail.

      1.3 Exhibits. The following exhibits are attached to and made a part of
this Lease:

                  EXHIBIT A -- Legal Description of the Land

                  EXHIBIT B -- Rules and Regulations

ARTICLE 2 AGREEMENT

      2.1 Grant of Lease. Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, on the terms and conditions set forth in this
Lease.

ARTICLE 3 DELIVERY OF PREMISES

      3.1 Delivery of Possession.

      (a) The Premises shall be delivered to the Tenant as of July 1, 2006.

      (b) Tenant acknowledges that neither Landlord nor its agents or employees
have made any representations or warranties as to the suitability or fitness of
the Premises for the conduct of Tenant's business or for any other purpose.
Landlord and its agents or employees have not agreed to undertake any
alterations or construct any Tenant improvements to the Premises.

ARTICLE 4 BASE RENT

      4.1 Payment of Base Rent. Throughout the Term, Tenant will pay Base Rent
to Landlord in monthly installments, the first of which shall become due on the
Commencement Date with successive installments to become due on the first day of
each successive calendar month thereafter. Base Rent will be paid to Landlord,
without written notice or demand, and without deduction or offset, in lawful
money of the United States of America at Landlord's Address, or to such other
address as Landlord may from time to time designate in writing.

      4.2 Late Payment. In the event that any payment of Rent due hereunder
shall not be paid by the tenth (10th) day after which it is due, a late charge
of 5% for each dollar not paid may be charged by Landlord for each month or part
thereof that the same remains overdue. This charge shall be in addition to and
not in lieu of any other remedy Landlord may have and is in addition to any
reasonable fees and charges of any agents or attorneys Landlord may employ as a
result of any default in the payment of Rent hereunder, whether authorized
herein or by law. Any such "late charges" if not previously paid shall, at the
option of Landlord, be added to and become part of the succeeding Rent payment
to be made hereunder and shall be deemed to constitute Additional Rent.


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ARTICLE 5 REAL ESTATE AND ASSESSMENTS

      5.1 Tenant's Obligation to Pay Taxes. Tenant covenants and agrees that it
shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of all real
property taxes and assessments of whatever kind and nature, including water and
sewer rents, special assessments and payments in lieu of taxes levied, imposed,
assessed or fixed on or against the Building and the Land or arising from the
use, occupancy or possession thereof, during the Term hereof (hereinafter
collectively referred to as the "Taxes").

      5.1 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a Taxes estimated payment (the
"Estimated Taxes Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $1,010 per month.

      (b) The Landlord shall re-compute the Estimated Taxes Payment on July 1 of
each year during the Term. The Estimated Taxes Payment so recomputed shall not
increase by more than ten (10%) percent each year.

      (c) Within two (2) months following the issuance of each real estate tax
bill of each year during the Term, the Landlord shall send to the Tenant a
Statement showing the actual real estate tax on the bill as compared to the
estimate for such tax collected. If the actual real estate taxes on the bill
exceed the total Estimated Taxes Payments for such tax during the concluded
year, the Tenant shall pay the difference to the Landlord within thirty (30)
days from the date of the Statement. If the total Estimated Taxes Payments for
such tax exceed the actual real estate taxes for the year, the Landlord shall
pay the difference to the Tenant within thirty (30) days form the date of the
Statement.

      (d) In the event that any Estimated Taxes Payment due hereunder shall not
be paid by the tenth (10th) day after which it is due, a late charge of 5% for
each dollar not paid may be charged by Landlord for each month or part thereof
that the same remains overdue. This charge shall be in addition to and not in
lieu of any other remedy Landlord may have and is in addition to any reasonable
fees and charges of any agents or attorneys Landlord may employ as a result of
any default in the payment of Rent hereunder, whether authorized herein or by
law. Any such "late charges" if not previously paid shall, at the option of
Landlord, be added to and become part of the succeeding Rent payment to be made
hereunder and shall be deemed to constitute Additional Rent.

      5.2 Contest by Landlord. Landlord shall have the right, after reasonable
consultation with Tenant, to contest in good faith any Tax or assessment at
Landlord's cost and expense. Tenant shall be entitled to its Pro Rata Share of
the net proceeds of any refund received by the Landlord as a result of any such
contest.

      5.3 Contest by Tenant. In the event that Landlord shall fail to contest
any Tax or assessment, Tenant shall have the right to contest such tax or
assessment in good faith, at its own cost and expense, provided, however, that
notwithstanding such contest, (1) Tenant shall pay when due its Pro Rata Share
of any Taxes; (2) Tenant shall comply with all applicable laws, rules and
regulations regarding the payment of Taxes; (3) Tenant shall not take any action
which would adversely affect, threaten or jeopardize the interest of the


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Landlord in the Building or the Land; and (4) Tenant shall promptly pay,
indemnify and save Landlord harmless from, all penalties and interest which may
be charged or imposed as a result of or during the pendency of, any such
contest. In the event of any such contest by Tenant, Landlord agrees to
reasonably cooperate with Tenant, provided, however, that such cooperation shall
be without any cost or expense to Landlord and shall not be construed so as to
require the Landlord to withhold the payment of any Tax, interest or penalty
otherwise due and owing to, or charged by, any taxing authority.

      5.4 Adjustments for Partial Lease Years. It is further agreed that for the
first and last lease years of the Term, the portion of all Taxes, other than
such as result from assessments attributable to Tenant, to be paid by the Tenant
shall be pro rated, depending on the proportion which each such lease year shall
bear to the tax year in which it falls.

      5.5 Other Taxes Imposed on Landlord. Tenant shall not be obligated or
required hereunder to pay any franchise, excise, corporate, estate, inheritance,
succession, capital levy or transfer tax of Landlord, or any income, profit or
revenue tax upon the income or receipts of Landlord.

      5.6 Taxes Attributable to Tenant. Tenant shall be responsible for and
shall pay prior to the time when such payment shall be deemed delinquent, all
Taxes assessed during the Term against any leasehold interest, or any
improvements, alterations, additions, fixtures or personal property of any
nature placed in, on or about the Premises by the Tenant, whether such tax shall
have been levied or assessed against Landlord or Tenant.

ARTICLE 6 ADDITIONAL RENT

      6.1 In addition to all other rental charges provided for in this Lease,
Tenant agrees to pay as Additional Rent:

      (a) Its Pro Rata Share of the following costs and expenses incurred by
Landlord in connection with the operation, maintenance and non-structural repair
of the Building ("CAM Charges"): utilities, insurance, cleaning, snow removal,
parking lot cleaning and other "routine maintenance". "Routine maintenance" is
defined to mean those items having a maintenance cycle of annually or more
frequently. The Tenant shall not be responsible for "periodic maintenance"
items. "Periodic maintenance" is defined as those items with a maintenance cycle
of less than annually (e.g., re-sealing the parking lot).

      (b) One hundred percent (100%) of the cost of any janitorial or other
service furnished exclusively to the Premises.

      6.2 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a CAM Charges estimated
payment (the "Estimated Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $673.00 per month.
The Estimated Payment shall apply to a CAM Charge item that exceeds a cost of
$4,000 (a "Large Item") at the Tenant's option. The Tenant may pay a Large Item,
at its option, within 30 days of being billed by the Landlord for the Large Item
instead of having the Large Item paid out of the Estimated Payments.


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      (b) The Landlord shall re-compute the Estimated Payment on July 1 of each
year during the Term. The Estimated Payment so recomputed shall not increase by
more than ten (10%) percent each year.

      (c) Within two (2) months following July 1 of each year during the Term,
the Landlord shall send to the Tenant a Statement showing the actual CAM Charges
for the concluded year. If the actual CAM Charges exceed the total Estimated
Payments for the concluded year, the Tenant shall pay the difference to the
Landlord within thirty (30) days from the date of the Statement. If the total
Estimated Payments exceed the actual CAM Charges for the year, the Landlord
shall pay the difference to the Tenant within thirty (30) days form the date of
the Statement.

      (d) Within ten (10) business days of Tenant's written request, Landlord
will make available for inspection at Landlord's office during regular business
backup information with respect to the CAM Charges. The Tenant may only make one
request for backup information each month. The Landlord shall send to the Tenant
the backup information for Any Large Item expense within thirty (30) days of the
expense.

      (e) In the event that any Estimated Payment due hereunder shall not be
paid by the tenth (10th) day after which it is due, a late charge of 5% for each
dollar not paid may be charged by Landlord for each month or part thereof that
the same remains overdue. This charge shall be in addition to and not in lieu of
any other remedy Landlord may have and is in addition to any reasonable fees and
charges of any agents or attorneys Landlord may employ as a result of any
default in the payment of Rent hereunder, whether authorized herein or by law.
Any such "late charges" if not previously paid shall, at the option of Landlord,
be added to and become part of the succeeding Rent payment to be made hereunder
and shall be deemed to constitute Additional Rent.

      6.3 Under no circumstances shall the CAM Charges be construed so as to
impose upon Tenant any obligation for expenses incurred by Landlord with respect
to (a) replacement or re-sealing of blacktop, (b) traffic control devices not
located on the Land, (c) depreciation on the Building or on machinery and
equipment used in the management, operation, maintenance and repair of the
Building or the Land, (d) capital improvements or (e) structural repairs
(including the roof).

ARTICLE 7

      7.1 Tenant's Insurance. At all times during the Term, Tenant will carry
and maintain, at Tenant's expense, the following insurance, in the amounts
specified below or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on forms satisfactory to
Landlord:

      (d) Commercial general liability insurance with coverage for bodily injury
and property damage liability, with a combined single occurrence limit of not
less than $2,000,000. All such insurance shall include contractual liability
coverage for the performance by Tenant of the indemnity agreements set forth in
this Lease;


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      (e) Insurance covering all of Tenant's furniture and fixtures, machinery,
equipment, stock, and any other personal property owned and used in Tenant's
business and found in, on, or about the Building, and any leasehold improvements
to the Premises in an amount not less than the full replacement cost. Property
forms shall provide coverage on a broad form basis insuring against "all risks
of direct physical loss." All policy proceeds will be used for the repair or
replacement of the property damaged or destroyed; however, if this Lease ceases
under the provisions of Article 20, Tenant will be entitled to any proceeds
resulting from damage to Tenant's furniture and fixtures, machinery, equipment,
stock, and any other personal property;

      (f) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
State of New York; and

      7.2 Forms of Policies. Certificates of insurance, together with copies of
the endorsements, when applicable, naming Landlord as an additional insured,
will be delivered to Landlord promptly following the Lease Date, but in no event
later than five (5) days prior to Tenant's occupancy of the Premises and from
time to time at least 10 days prior to the expiration of the term of each such
policy.. All commercial general liability or comparable policies maintained by
Tenant will name Landlord as an additional insured, entitling Landlord to
recover under such policies for any loss sustained by Landlord, its agents, and
employees as a result of the acts or omissions of Tenant. All such policies
maintained by Tenant will provide that they may not be terminated nor may
coverage be reduced below the minimums herein except after 30 days' prior
written notice to Landlord. All commercial general liability and property
policies maintained by Tenant will be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord may carry.

      7.3 Waiver of Subrogation. Landlord and Tenant each waive any and all
rights to recover against the other or against any other tenant or occupant of
the Building, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees or business visitors of such
other party or of such other tenant or occupant of the Building, for any loss or
damage to such waiving party arising from any cause covered by any property
insurance required to be carried by such party pursuant to this Article 7 or any
other property insurance actually carried by such party to the extent of the
limits of such policy. Landlord and Tenant from time to time will cause their
respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the
Building or the Premises or the contents of the Building or the Premises. Tenant
agrees to cause all other occupants of the Premises claiming by, under, or
through Tenant to execute and deliver to Landlord such a waiver of claims and to
obtain such waiver of subrogation rights endorsements

      7.4 Adequacy of Coverage. Landlord, its agents, and employees make no
representation that the limits of liability specified to be carried by Tenant
pursuant to this Article 7 are adequate to protect Tenant. If Tenant believes
that any of such insurance coverage is inadequate, Tenant will obtain such
additional insurance coverage as Tenant deems adequate, at Tenant's sole
expense.

ARTICLE 8

      8.1 Tenant's Use of the Premises. The Premises will be used by Tenant
solely as a business office, including, but not limited to: general business
operations, broker dealer operations, accounting, tax return preparation,


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financial planning and brokerage services, and broker dealer operations. Tenant
acknowledges and agrees that, Tenant will use the Premises in a careful, safe,
and proper manner. Tenant will not use or permit the Premises to be used or
occupied for any purpose or in any manner prohibited by any applicable laws.
Tenant will not commit waste or suffer or permit waste to be committed in, on,
or about the Premises. Tenant will conduct its business and control its
employees, agents, and invitees in such a manner as not to create any nuisance
or interfere with, annoy, or disturb any other tenant or occupant of the
Building or Landlord in its operation of the Building.

ARTICLE 9 REQUIREMENTS OF LAW; FIRE INSURANCE

      9.1 General. At its sole cost and expense, Tenant will promptly comply
with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or in force after the Lease Date, with the
requirements of any board of fire underwriters or other similar body, with any
direction or occupancy certificate issued pursuant to any law by any public
officer or officers, insofar as they relate to the condition, use, or occupancy
of the Premises, excluding requirements of structural changes to the Premises or
the Building, unless required by the unique nature of Tenant's use or occupancy
of the Premises.

      9.2 Hazardous Materials.

      (a) For purposes of this Lease, "Hazardous Materials" means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation substances defined as "hazardous substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ss.ss. 9601-9657; the Hazardous Materials Transportation Act
of 1975, 49 U.S.C. ss.ss. 1801-1812; the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. ss.ss. 6901-6987; or any other federal, state, or local
statute, law, ordinance, code, rule, regulation, order, or decree regulating,
relating to, or imposing liability or standards of conduct concerning hazardous
materials, waste, or substances now or at any time hereafter in effect
(collectively, "Hazardous Materials Laws").

      (b) Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the
Building by Tenant, its agents, employees, or contractors. Tenant will not
permit the Premises to be used or operated in a manner that may cause the
Premises or the Building to be contaminated by any Hazardous Materials in
violation of any Hazardous Materials Laws. Tenant will immediately advise
Landlord in writing of (i) any and all enforcement, cleanup, remedial, removal,
or other governmental or regulatory actions instituted, completed, or threatened
pursuant to any Hazardous Materials Laws relating to any Hazardous Materials
affecting the Premises; and (ii) all claims made or threatened by any third
party against Tenant, Landlord, or the Premises relating to damage,
contribution, cost recovery, compensation, loss, or injury resulting from any
Hazardous Materials on or about the Premises. Without Landlord's prior written
consent, Tenant will not take any remedial action or enter into any agreements
or settlements in response to the presence of any Hazardous Materials in, on, or
about the Premises.

      (c) Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs, and liabilities, including attorneys' fees and costs, arising out of or
in connection with Tenant's breach of its obligations in this Article 9. Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all claims, costs,


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and liabilities, including attorneys' fees and costs, arising out of or in
connection with the removal, cleanup, and restoration work and materials
necessary to return the Premises and any other property of whatever nature
located on the Building to their condition existing prior to the appearance of
Tenant's Hazardous Materials on the Premises. Tenant's obligations under this
Article 10 will survive the expiration or other termination of this Lease.

      9.3 Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would (a) jeopardize or be
in conflict with fire insurance policies covering the Building or fixtures and
property in the Building; (b) increase the rate of fire insurance applicable to
the Building to an amount higher than it otherwise would be for use of the
Building as an office/warehouse; or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property by reason of
any business or operation being carried on upon the Premises.

ARTICLE 10 ASSIGNMENT AND SUBLETTING

      10.1 General. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors, and assigns, covenants that
it will not assign, mortgage, or encumber this Lease, nor sublease, nor permit
the Premises or any part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each instance, which consent
will not be unreasonably withheld or delayed. Any assignment or sublease in
violation of this Article 10 will be void. If this Lease is assigned, or if the
Premises or any part of the Premises are subleased or occupied by anyone other
than Tenant, Landlord may, after default by Tenant, collect rent from the
assignee, subtenant, or occupant, and apply the net amount collected to Rent. No
assignment, sublease, occupancy, or collection will be deemed (a) a waiver of
the provisions of this Section 10.1; (b) the acceptance of the assignee,
subtenant, or occupant as Tenant; or (c) a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant contained in this
Lease. The consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from obtaining Landlord's prior written consent in
writing to any further assignment or sublease. No permitted subtenant may assign
or encumber its sublease or further sublease all or any portion of its subleased
space, or otherwise permit the subleased space or any part of its subleased
space to be used or occupied by others, without Landlord's prior written consent
in each instance.

      10.2 Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord (a)
the name and address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its proposed use of the space;
(d) banking, financial, or other credit information reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed form of assignment or
sublease for Landlord's reasonable approval.

      10.3 Prohibited Transfers. The transfer of a majority of the issued and
outstanding capital stock of any corporate Tenant or subtenant of this Lease, or
a majority of the total interest in any partnership Tenant or subtenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of this Lease or of such
sublease requiring Landlord's consent in each instance.


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      10.4 Permitted Transfer. No Landlord consent shall be necessary in the
case of an assignment of this Lease or sublease of all or part of the Premises
to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any
corporation into or with which Tenant may be merged or consolidated; provided
that Tenant promptly provides Landlord with a fully executed copy of such
assignment or sublease, Tenant shall remain liable under the terms of this
Lease, and the resulting or surviving entity has a net worth at the time of such
assignment, equal to or in excess of Tenant's.

      10.5 Remedies. If Tenant believes that Landlord has unreasonably withheld
its consent pursuant to this Article 10, Tenant's sole remedy will be to seek a
declaratory judgment that Landlord has unreasonably withheld its consent or an
order of specific performance or mandatory injunction of the Landlord's
agreement to give its consent. In the event that Tenant successfully obtains any
such declaratory judgment and such judgment is not overturned on appeal, Tenant
shall be entitled to its reasonable attorney's fees and court costs with respect
thereto.

ARTICLE 11 RULES AND REGULATIONS

      11.1 Landlord's Rules and Regulations. Tenant and its employees, agents,
licensees and visitors will at all times observe faithfully, and comply strictly
with, the rules and regulations set forth in Exhibit B. Landlord may from time
to time reasonably amend, delete, or modify existing rules and regulations, or
adopt reasonable new rules and regulations for the use, safety, cleanliness, and
care of the Premises and the Building, and the comfort, quiet, and convenience
of occupants of the Building, provided that no such new rules or regulations
shall materially increase Tenant's responsibilities nor materially decrease
Tenant's rights hereunder. Modifications or additions to the rules and
regulations will be effective upon 30 days' prior written notice to Tenant from
Landlord. In the event of any breach of any rules or regulations or any
amendments or additions to such rules and regulations, Landlord will have all
remedies that this Lease provides for default by Tenant, and will in addition
have any remedies available at law or in equity, including the right to enjoin
any breach of such rules and regulations. Landlord will not be liable to Tenant
for violation of such rules and regulations by any other tenant, its employees,
agents, visitors, or licensees or any other person. In the event of any conflict
between the provisions of this Lease and the rules and regulations, the
provisions of this Lease will govern.

ARTICLE 12 COMMON AREAS

      12.1 Tenant's Use of the Common Areas. Landlord grants Tenant, its
employees, invitees, licensees, and other visitors a nonexclusive license for
the Term to use the Common Areas with others, subject to the terms and
conditions of this Lease. Without advance written notice to Tenant, except with
respect to matters covered by subsection (a) below, and without any liability to
Tenant in any respect, provided Landlord will take no action permitted under
this Article 12 in such a manner as to materially impair or adversely affect
Tenant's substantial benefit and enjoyment of the Premises, Landlord will have
the right to:

      (d) Close off any of the Common Areas to whatever extent required in the
opinion of Landlord and its counsel to prevent a dedication of any of the Common
Areas or the accrual of any rights by any person or the public to the Common
Areas;


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      (e) Temporarily close any of the Common Areas for necessary maintenance,
alteration, or improvement purposes; and

      (f) Change the size, use, shape, or nature of any such Common Areas,
including erecting additional buildings on the Common Areas, expanding the
Building or other buildings to cover a portion of the Common Areas, converting
Common Areas to a portion of the Building or other buildings, or converting any
portion of the Building (excluding the Premises) or other buildings to Common
Areas, provided that, without Tenant's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, no such change in
the Common Areas shall materially impair ingress and egress to and from the
Premises. Upon erection of any additional buildings or change in Common Areas,
the portion of the Building upon which buildings or structures have been erected
will no longer be deemed to be a part of the Common Areas.

ARTICLE 13 LANDLORD'S REPAIR AND MAINTENANCE

      13.1 Landlord's Repair of Building. Landlord shall make necessary
structural repairs to the Building and shall keep in good order, condition and
repair all mechanical systems (including, but not limited to, electrical,
plumbing, heating, ventilation and air conditioning systems) servicing the
Common Areas or the entire Building, and the exterior foundations, downspouts,
gutters and roof of the Building, excluding, however, all windows, doors, plate
glass, signs and all repairs required by any casualty. For the purpose of this
Lease, a structural repair shall be defined as any structural repair to the
steel frame, footings, foundations, masonry walls, and roof of the Building. To
the extent that any repairs, whether structural or otherwise, result from damage
caused by any act, omission or negligence of Tenant, any subtenant or
concessionaire, or their respective employees, agents, invitees, licensees or
contractors, such repairs shall be performed by Landlord at the cost and expense
of Tenant, which expenses shall constitute Additional Rental.

      13.2 Landlord's Repair of Common Areas. Landlord further agrees to
maintain and repair and keep in good order and condition, reasonably clean and
free from snow, dirt and rubbish, all Common Areas. The costs and expenses
incurred by Landlord for maintenance, repairs, utilities, janitorial service,
refuse and snow removal and security of the Common Areas shall be performed to
ensure the proper quality and the preservation of the reputation of the
Building.

      13.3 Limitation on Liability. Landlord will not be in default under this
Lease or be liable to Tenant or any other person for direct or consequential
damage, or otherwise, for any failure to supply any heat, air conditioning,
cleaning, lighting, security; for surges or interruptions of electricity; or for
other services Landlord has agreed to supply during any period when Landlord
uses reasonable diligence to supply such services. Landlord will use reasonable
efforts to diligently remedy any interruption in the furnishing of such
services. Landlord reserves the right temporarily to discontinue such services
at such times as may be necessary by reason of accident; repairs, alterations or
improvements; strikes; lockouts; riots; acts of God; governmental preemption in
connection with a national or local emergency; any rule, order, or regulation of
any governmental agency; conditions of supply and demand that make any product
unavailable; Landlord's compliance with any mandatory governmental energy
conservation or environmental protection program, or any voluntary governmental


                                       11
<PAGE>

energy conservation program at the request of or with consent or acquiescence of
Tenant; or any other happening beyond the control of Landlord. Landlord will not
be liable to Tenant or any other person or entity for direct or consequential
damages resulting from the admission to or exclusion from the Building of any
person. In the event of invasion, mob, riot, public excitement, strikes,
lockouts, or other circumstances rendering such action advisable in Landlord's
sole opinion, Landlord will have the right to prevent access to the Building
during the continuance of the same by such means as Landlord, in its sole
discretion, may deem appropriate, including without limitation locking doors and
closing Parking Areas and other Common Areas. Except to the extent occasioned by
Landlord's negligence or intentional misconduct, Landlord will not be liable for
damages to person or property or for injury to, or interruption of, business for
any discontinuance permitted under this Article 13. Under no circumstances will
any such discontinuance in any way be construed as an eviction of Tenant or
cause an abatement of Rent or operate to release Tenant from any of Tenant's
obligations under this Lease.

ARTICLE 14 TENANT'S CARE OF THE PREMISES

      14.1 Maintenance of the Premises.

      (a) Tenant, at its sole cost and expense, shall take good care of the
Premises and shall keep, repair, replace and maintain the Premises (including
any electrical, plumbing, heating, ventilation, air conditioning and other
mechanical systems exclusively servicing the Premises and Tenant's equipment,
personal property and trade fixtures located in the Premises, which mechanical
systems shall be free of defects and in good working order on the date of
Delivery of Possession ) in good order, condition and repair, and each and every
part thereof (including, without limitation, painting and decorating), excepting
only such matters that are expressly stated herein to be within the Landlord's
obligation to maintain, and shall not cause nor permit any snow, ice, dirt,
debris or rubbish to be put, placed or maintained on the sidewalks, driveways,
parking lots, yards, entrances and curbs, in, on or adjacent to the Premises.
Tenant further agrees not to use the Premises or permit the Premises to be used
in any manner as to cause excessive depreciation of or to the Building, and
agrees not to cause nor permit waste of or damage or nuisance to, in, or about
the Premises or the Building.

      (b) Tenant shall have no right of access to the roof of the Premises or
the Building and shall not install, repair, place or replace any aerial, fan,
air conditioner or other device on the roof of the Premises or the Building
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Any aerial, fan, air conditioner or device installed
without such written consent shall be subject to removal, at Tenant's expense,
without notice at any time. Landlord shall repair at Tenant's expense, any
damage to the Building or roof resulting from the installation, repair, use, or
replacement of any such air conditioner or other device.

ARTICLE 15 ALTERATIONS

      15.1 General.

            1. During the Term, Tenant will not make or allow to be made any
alterations, additions, or improvements to or of the Premises or any part of the
Premises, or attach any fixtures or equipment to the Premises, without first
obtaining Landlord's written consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, Tenant shall have the right to make
interior, non-structural alterations in an amount not exceeding $50,000 in the
aggregate over the Term.


                                       12
<PAGE>

      (b) Subject to Tenant's rights in Article 18, all alterations, additions,
fixtures, and improvements, whether temporary or permanent in character, made in
or upon the Premises either by Tenant or Landlord, will immediately become
Landlord's property and at the end of the Term will remain on the Premises
without compensation to Tenant, unless when consenting to such alterations,
additions, fixtures, or improvements, Landlord has advised Tenant in writing
that such alterations, additions, fixtures, or improvements must be removed at
the expiration or other termination of this Lease.

      15.2 Free-Standing Partitions. Tenant will have the right to install
free-standing work station partitions in that portion of the Premises designated
by Landlord as office space, without Landlord's prior written consent, so long
as no building or other governmental permit is required for their installation
or relocation; however, if a permit is required, Landlord will not unreasonably
withhold its consent to such relocation or installation. Any free-standing work
station partitions purchased by Tenant will be part of Tenant's trade fixtures
for all purposes under this Lease. Any other partitions installed in the
Premises are and will be Landlord's property for all purposes under this Lease.

      15.3 Landlord Alterations. Any modifications or renovations of the lobby,
the second and third floor hallways, the stairways or any of the bathrooms shall
require the prior written approval of Tenant, which approval shall not be
unreasonably withheld.

      15.4 Removal. If Landlord has required Tenant to remove any or all
alterations, additions, fixtures, and improvements that are made in or upon the
Premises pursuant to this Article 15, Tenant will remove such alterations,
additions, fixtures, and improvements at Tenant's sole cost and will restore the
Premises to the condition in which they were before such alterations, additions,
fixtures, improvements, and additions were made, reasonable wear and tear
excepted.

ARTICLE 16 UTILITY SERVICE

      16.1 Utility Service for Premises. Tenant agrees to pay as and when the
same become due and payable, all charges for electricity, gas, heat, steam, hot
water, telephone and other utilities supplied to the Premises during the Term,
together with cost of repair, maintenance, replacement and reading of all meters
measuring Tenant's use or consumption thereof. If any such services are
separately metered or billed to Tenant, Tenant shall pay all charges for such
services directly. If, however, any such services are not separately metered or
billed to Tenant but rather are billed to and paid by Landlord, Tenant will pay
to Landlord its proportionate share of the cost of such services (as determined
by Landlord) as Additional Rent. In the event that Tenant shall fail to pay any
charges for any or all of the aforesaid services when due, Landlord shall have
the right, but not the obligation to make such payments, in which event, a sum
equal to any such payments shall be Additional Rent, and shall be collectible as
such, together with interest at an annual rate equal to five percent (5%)
percent above the Prime Rate, from the date of payment by Landlord. In no event
shall Landlord be responsible or liable for the failure to supply Tenant or for
the failure of Tenant to receive, any utility service, except in the event that
Landlord shall be negligent in connection with any such failure, nor shall
Tenant be entitled to any cessation, abatement, reduction or other offset of
Rent in the event of any failure to receive any utility service.


                                       13
<PAGE>

ARTICLE 17 MECHANICS' LIENS

      17.1 Removal of Liens. Tenant will pay or cause to be paid all costs and
charges for work (a) done by Tenant or caused to be done by Tenant, in or to the
Premises, and (b) for all materials furnished for or in connection with such
work. Tenant will indemnify Landlord against and hold Landlord, the Premises,
and the Building free, clear, and harmless of and from all mechanics' liens and
claims of liens, and all other liabilities, liens, claims, and demands on
account of such work by or on behalf of Tenant. If any such lien, at any time,
is filed against the Premises or any part of the Building, Tenant will cause
such lien to be discharged of record within 10 days after the filing of such
lien, except that if Tenant desires to contest such lien, it will furnish
Landlord, within such 10-day period, security reasonably satisfactory to
Landlord of at least 150% of the amount of the claim, plus estimated costs and
interest, or comply with such statutory procedures as may be available to
release the lien. If a final judgment establishing the validity or existence of
a lien for any amount is entered, Tenant will pay and satisfy the same at once.
If Tenant fails to pay any charge for which a mechanics' lien has been filed,
and has not given Landlord security as described above, or has not complied with
such statutory procedures as may be available to release the lien, Landlord may,
at its option, pay such charge and related costs and interest, and the amount so
paid, together with reasonable attorneys' fees incurred in connection with such
lien, will be immediately due from Tenant to Landlord as Additional Rent.
Nothing contained in this Lease will be deemed the consent or agreement of
Landlord to subject Landlord's interest in the Building to liability under any
mechanics' or other lien law. If Tenant receives written notice that a lien has
been or is about to be filed against the Premises or the Building, or that any
action affecting title to the Building has been commenced on account of work
done by or for or materials furnished to or for Tenant, it will immediately give
Landlord written notice of such notice. At least 15 days prior to the
commencement of any work (including but not limited to any maintenance, repairs,
alterations, additions, improvements, or installations) in or to the Premises,
by or for Tenant, Tenant will give Landlord written notice of the proposed work
and the names and addresses of the persons supplying labor and materials for the
proposed work. Landlord will have the right to post notices of nonresponsibility
or similar written notices on the Premises in order to protect the Premises
against any such liens. The terms and conditions of this Section 17.1 shall not
apply to any liens arising or resulting from the initial build-out of the
Premises by Landlord for Tenant.

ARTICLE 18 END OF TERM

      18.1 End of Term. At the end of this Lease, Tenant will promptly quit and
surrender the Premises broom-clean, in good order and repair, ordinary wear and
tear excepted. If Tenant is not then in default, Tenant may remove from the
Premises any trade fixtures, equipment, and movable furniture placed in the
Premises by Tenant, whether or not such trade fixtures or equipment are fastened
to the Building. Tenant will not remove any trade fixtures or equipment without
Landlord's prior written consent if such fixtures or equipment are used in the
operation of the Building, or if the removal of such fixtures or equipment will
result in impairing the structural strength of the Building. Whether or not
Tenant is in default, Tenant will remove such alterations, additions,
improvements, trade fixtures, equipment, and furniture as Landlord has requested
in accordance with Article 15. Tenant will fully repair any damage occasioned by


                                       14
<PAGE>

the removal of any trade fixtures, equipment, furniture, alterations, additions,
and improvements. All trade fixtures, equipment, furniture, inventory, effects,
alterations, additions, and improvements on the Premises after the end of the
Term will be deemed conclusively to have been abandoned and may be appropriated,
sold, stored, destroyed, or otherwise disposed of by Landlord without written
notice to Tenant or any other person and without obligation to account for them.
Tenant will pay Landlord for all expenses incurred in connection with the
removal of such property, including but not limited to the cost of repairing any
damage to the Building or Premises caused by the removal of such property.
Tenant's obligation to observe and perform this covenant will survive the
expiration or other termination of this Lease.

ARTICLE 19 EMINENT DOMAIN

      19.1 Condemnation of Premises. If all of the Premises are taken by
exercise of the power of eminent domain (or conveyed by Landlord in lieu of such
exercise) this Lease will terminate on a date (the "Termination Date") which is
the earlier of the date upon which the condemning authority takes possession of
the Premises or the date on which title to the Premises is vested in the
condemning authority. If more than 25% of the rentable area of the Premises is
so taken, Tenant will have the right to cancel this Lease by written notice to
Landlord given within 20 days after the Termination Date. If less than 25% of
the rentable area of the Premises is so taken, or if the Tenant does not cancel
this Lease according to the preceding sentence, the Base Rent will be abated in
the proportion of the rentable area of the Premises so taken to the rentable
area of the Premises immediately before such taking, and Tenant's Pro Rata Share
will be appropriately recalculated. If 25% or more of the Building is so taken,
Landlord may cancel this Lease by written notice to Tenant given within 30 days
after the Termination Date. In the event of any such taking, the entire award
will be paid to Landlord and Tenant will have no right or claim to any part of
such award; however, Tenant will have the right to assert a claim against the
condemning authority in a separate action, so long as Landlord's award is not
otherwise reduced.

ARTICLE 20 DAMAGE AND DESTRUCTION

      20.1 Notice of Casualty. If the Premises or the Building are damaged by
fire or other insured casualty, Landlord will give Tenant written notice of the
time which will be needed to repair such damage, as determined by Landlord in
its reasonable discretion, and the election (if any) which Landlord has made
according to this Article 20. Such notice will be given before the 30th day (the
"Notice Date") after the fire or other insured casualty.

      20.2 Minor Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent which may be repaired within 120 days after
the Notice Date, as reasonably determined by Landlord, Landlord will promptly
begin to repair the damage after the Notice Date and will diligently pursue the
completion of such repair. In that event this Lease will continue in full force
and effect except that Base Rent will be abated on a pro rata basis from the
date of the damage until the date of the completion of such repairs (the "Repair
Period") based on the proportion of the rentable area of the Premises Tenant is
unable to use during the Repair Period.

      20.3 Major Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent that may not be repaired within 180 days
after the Notice Date, as reasonably determined by Landlord, then (a) Landlord
may cancel this Lease as of the date of such damage by written notice given to
Tenant on or before the Notice Date, such written notice to include a detailed
explanation of the reasons the Premises or the Building cannot be repaired
within 180 days, or (b) Tenant may cancel this Lease as of the date of such
damage by written notice given to Landlord within 10 days after Landlord's
delivery of a written notice that the repairs cannot be made within such 180-day


                                       15
<PAGE>

period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord
will diligently proceed to repair the Building and Premises and Base Rent will
be abated on a pro rata basis during the Repair Period based on the proportion
of the rentable area of the Premises Tenant is unable to use during the Repair
Period.

      21.4 Tenant Caused Casualty. If any such damage by fire or other casualty
is the result of the willful conduct or negligence or failure to act of Tenant,
its agents, contractors, employees, or invitees, there will be no abatement of
Base Rent as otherwise provided for in this Article 20. Tenant will have no
rights to terminate this Lease on account of any damage to the Premises, or the
Building, except as set forth in this Lease.

ARTICLE 21 SUBORDINATION

      21.1 General. This Lease and Tenant's rights under this Lease are subject
and subordinate to any mortgage, together with any renewals, extensions,
modifications, consolidations, and replacements of such mortgage (a "Superior
Lien"), now or after the date affecting or placed, charged, or enforced against
the Land, the Building, or all or any portion of the Building or any interest of
Landlord in them or Landlord's interest in this Lease and the leasehold estate
created by this Lease (except to the extent any such instrument expressly
provides that this Lease is superior to such instrument). This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Notwithstanding the foregoing, Tenant will execute,
acknowledge, and deliver to Landlord, within 20 days after written demand by
Landlord, such documents as may be reasonably requested by Landlord or the
holder of any Superior Lien to confirm or effect any such subordination.

      21.2 Attornment. Tenant agrees that in the event that any holder of a
Superior Lien succeeds to Landlord's interest in the Premises, Tenant will pay
to such holder all Rents subsequently payable under this Lease. Further, Tenant
agrees that in the event of the enforcement by the holder of a Superior Lien of
the remedies provided for by law or by such Superior Lien, Tenant will, upon
request of any person or party succeeding to the interest of Landlord as a
result of such enforcement, automatically become the tenant of and attorn to
such successor in interest without change in the terms or provisions of this
Lease. Such successor in interest will not be bound by:

      (c) Any payment of Rent for more than one month in advance;

      (d) Any amendment or modification of this Lease made without the written
consent of such successor in interest;

      (e) Any claim against Landlord arising prior to the date on which such
successor in interest succeeded to Landlord's interest; or

      (f) Any claim or offset of Rent against the Landlord .

Upon request by such successor in interest and without cost to Landlord or such
successor in interest, Tenant will, within 20 days after written demand,
execute, acknowledge, and deliver an instrument or instruments confirming the
attornment, so long as such instrument provides that such successor in interest
will not disturb Tenant in its use of the Premises in accordance with this Lease
and will otherwise abide by the terms of this Lease from and after the effective
date on which such successor in interest succeeds to Landlord's interest in this
Lease.


                                       16
<PAGE>

ARTICLE 22 ENTRY BY LANDLORD

      22.1 Landlord's Right of Entry.Landlord, its agents, employees, and
contractors may enter the Premises at any time in response to an emergency and
at reasonable hours upon prior notice to Tenant to:

      (g) Inspect the Premises;

      (h) Exhibit the Premises to prospective purchasers, lenders or tenants;

      (i) Determine whether Tenant is complying with all its obligations in this
Lease;

      (j) Supply services to be provided by Landlord to Tenant according to this
Lease;

      (k) Post written notices of nonresponsibility or similar notices; or

      (l) Make repairs required of Landlord under the terms of this Lease or
make repairs to any adjoining space or utility services or make repairs,
alterations, or improvements to any other portion of the Building; however, all
such work will be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible.

Landlord covenants and agrees to use commercially reasonably efforts to avoid
unreasonable interference with Tenant and its operations in exercising its right
of access pursuant to this Section 22.1. Provided Landlord uses such
commercially reasonable efforts, Tenant, by this Section 22.1, waives any claim
against Landlord, its agents, employees, or contractors for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, or any other loss occasioned by
any entry in accordance with this Section. Landlord will at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises.
Landlord will have the right to use any and all means it may deem proper to open
doors in and to the Premises in an emergency in order to obtain entry to the
Premises. Any entry to the Premises by Landlord in accordance with this Section
will not be construed or deemed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or constructive, of Tenant from
the Premises or any portion of the Premises, , nor will any such entry entitle
Tenant to damages or an abatement of Base Rent, Additional Rent, or other
charges that this Lease requires Tenant to pay..

ARTICLE 23 INDEMNIFICATION, WAIVER, AND RELEASE

      23.1 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Landlord, its employees, or agents, and
subject to the provisions of Section 7.3, Tenant will neither hold nor attempt
to hold Landlord, its employees, or agents liable for, and Tenant will indemnify
and hold harmless Landlord, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:


                                       17
<PAGE>

      (a) the use or occupancy or manner of use or occupancy of the Premises by
Tenant or any person claiming under Tenant;

      (b) any activity, work, or thing done or permitted by Tenant in or about
the Premises or the Building;

      (c) any breach by Tenant or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Tenant,
its employees, agents, contractors, or invitees entering upon the Premises under
the express or implied invitation of Tenant.

            If any action or proceeding is brought against Landlord, its
employees, or agents by reason of any such claim for which Tenant has
indemnified Landlord, Tenant, upon written notice from Landlord, will defend the
same at Tenant's expense, with counsel reasonably satisfactory to Landlord.

      23.2 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Tenant, its employees, or agents, and
subject to the provisions of Section 7.3, Landlord will neither hold nor attempt
to hold Tenant, its employees, or agents liable for, and Landlord will indemnify
and hold harmless Tenant, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:

      (a) the ownership and use of the Building by Landlord or any person
claiming under Landlord;

      (b) any activity, work, or thing done or permitted by Landlord in or about
the Premises or the Building;

      (c) any breach by Landlord or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Landlord,
its employees, agents, contractors, or invitees entering upon the Premises.

      If any action or proceeding is brought against Tenant, its employees, or
agents by reason of any such claim for which Landlord has indemnified Tenant,
Landlord, upon written notice from Tenant, will defend the same at Landlord's
expense, with counsel reasonably satisfactory to Tenant.

ARTICLE 24 SECURITY DEPOSIT

      24.1 There is no security deposit being paid to the Landlord under this
Lease.

ARTICLE 25 QUIET ENJOYMENT


                                       18
<PAGE>

      25.1 Covenant of Quiet Enjoyment. Landlord covenants and agrees with
Tenant that so long as Tenant pays the Rent and observes and performs all the
terms, covenants, and conditions of this Lease on Tenant's part to be observed
and performed, Tenant may peaceably and quietly enjoy the Premises subject,
nevertheless, to the terms and conditions of this Lease, and Tenant's possession
will not be disturbed by anyone claiming by, through, or under Landlord.

ARTICLE 26 EFFECT OF SALE

      26.1 Sale of the Building. A sale, conveyance, or assignment of the
Building will operate to release Landlord from liability from and after the
effective date of such sale, conveyance, or assignment upon all of the
covenants, terms, and conditions of this Lease, express or implied, except those
liabilities that arose prior to such effective date, and, after the effective
date of such sale, conveyance, or assignment, Tenant will look solely to
Landlord's successor in interest in and to this Lease. This Lease will not be
affected by any such sale, conveyance, or assignment, and Tenant will attorn to
Landlord's successor in interest to this Lease, so long as such successor in
interest assumes Landlord's obligations under the Lease from and after such
effective date.

ARTICLE 27 DEFAULT

      27.1 Events of Default. The following events are referred to,
collectively, as "Events of Default" or, individually, as an "Event of Default":

      (a) Tenant defaults in the due and punctual payment of Rent, and such
default continues for 10 business days after written notice from Landlord;

      (b) Tenant vacates or abandons the Premises;

      (c) This Lease or the Premises or any part of the Premises are taken upon
execution or by other process of law directed against Tenant, or are taken upon
or subject to any attachment by any creditor of Tenant or claimant against
Tenant, and said attachment is not discharged or disposed of within 30 business
days after its levy;

      (d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise, or is dissolved or makes an assignment for
the benefit of creditors;

      (e) Involuntary proceedings under any such bankruptcy law or insolvency
act or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the property of
Tenant, and such proceeding is not dismissed or such receivership or trusteeship
vacated within 60 days after such institution or appointment;

      (f) Tenant breaches any of the other agreements, terms, covenants, or
conditions that this Lease requires Tenant to perform, and such breach continues
for a period of 30 days after written notice from Landlord to Tenant or, if such
breach cannot be cured reasonably within such 30-day period, if Tenant fails to
diligently commence to cure such breach within 30 days after written notice from
Landlord and to complete such cure within a reasonable time thereafter.


                                       19
<PAGE>

      27.2 Landlord's Remedies. If any one or more Events of Default set forth
in Section 27.1 occurs then Landlord has the right, at its election:

      (a) To give Tenant ten (10) days' written notice of the expiration of the
Term and upon the giving of such notice and the expiration of such ten (10) day
period, Tenant's right to possession of the Premises will cease and this Lease
will be terminated, except as to Tenant's liability, as if the expiration of the
term fixed in such notice were the end of the Term;

      (b) Without further demand or notice, to reenter and take possession
through summary eviction proceedings of the Premises or any part of the
Premises, repossess the same, expel Tenant and those claiming through or under
Tenant, and remove the effects of both or either, , without being liable for
prosecution, without being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of Rent or other amounts payable under
this Lease or as a result of any preceding breach of covenants or conditions; or

      (c) Without further demand or notice, to cure any Event of Default and to
charge Tenant for the cost of effecting such cure, including without limitation
reasonable attorneys' fees and interest on the amount so advanced at the rate
set forth in Section 29.21, provided that Landlord will have no obligation to
cure any such Event of Default of Tenant.

      Should Landlord take possession pursuant to legal proceedings or pursuant
to any notice provided by law, this Lease will terminate on the date of the
judgment of eviction or such notice. Thereafter, Landlord shall use commercially
reasonable efforts to relet the Premises and to mitigate any damages which may
be due from the Tenant under this Lease.

ARTICLE 28 PARKING

      28.1 Use of Parking Areas. Tenant (including its employees, agents,
clients, customers and other invitees) will be entitled to unlimited,
non-exclusive use of the Parking Areas during the Term subject to the rules and
regulations set forth in Exhibit B, and any amendments or additions to them.
There will be no restrictions on parking and no designated spaces (either at 9
or 11 Raymond Avenue). The Landlord agrees that there will be no construction or
development which diminishes the current parking area or the number of parking
spaces.

ARTICLE 29 SIGNAGE

      The Tenant shall have the only sign on the pedestal in front of 11 Raymond
Avenue. There will be no other pedestal signs in front of 11 Raymond Avenue.
There will be no other signs, other than the existing sign for the bank tenant
sign, on 11 Raymond Avenue facing Raymond Avenue or facing Main Street.

ARTICLE 30 RESTRICTION ON LANDLORD'S RENTING

      The Landlord may not rent any space in 9 or 11 Raymond Avenue to, or
permit any space to be occupied by: a broker dealer; a financial planner; an
NASD registered representative; an investment advisor; an insurance agency; for
the sale of securities, insurance or annuities; or by an accountant, bookkeeper
or income tax preparer.

ARTICLE 31 RENEWAL OPTIONS


                                       20
<PAGE>

      Tenant shall have the option to renew this Lease for two (2) additional
terms of three (3) years, by sending written notice to the Landlord on or before
three (3) months prior to the expiration of the current Term. All of the terms
and conditions of this Lease shall apply during the renewal term. The Base Rent
during the first year of the renewal term shall be the Base Rent during the last
month of the current Term plus 3%, and the Base Rent shall increase by 3% on
July 1st of each year during the renewal term.

ARTICLE 32 MISCELLANEOUS

      32.1 No Construction Against Drafting Party. Landlord and Tenant
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against Landlord
merely because Landlord has prepared it.

      32.2 No Recordation. Tenant's recordation of this Lease or any memorandum
or short form of it will be void and a default under this Lease.

      32.3 No Waiver. The waiver by either party of any agreement, condition, or
provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition, or provision
contained in this Lease, nor will any custom or practice that may grow up
between the parties in the administration of the terms of this Lease be
construed to waive or to lessen the right of any party to insist upon the
performance by the other in strict accordance with the terms of this Lease. The
subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement, condition, or provision of this
Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent.

      32.4 Limitation on Recourse. The term "Landlord" as used in this Lease
means only the owner, the holder of a lease or the mortgagee in possession for
the time being of the Premises, so that in the event of any sale of the Building
or an assignment of this Lease or an underlying lease, Landlord herein shall be
and hereby is entirely freed and relieved of all obligations of Landlord
hereunder thereafter accruing or arising without the necessity of further
agreement between the parties and by operation of such sale or assignment such
purchaser, assignee or lessee agrees that the purchaser, assignee or lessee has
assumed and agreed to observe and perform all obligations of Landlord hereunder.
No such sale or assignment shall be deemed to relieve Landlord for any
obligation arising or accruing under this Lease prior to the effective date of
such sale or assignment. Notwithstanding anything herein contained to the
contrary, it is specifically understood and agreed that there shall be no
personal liability on the part of the Landlord (or its shareholders, venturers
and partners, their shareholders, venturers and partners, and all of their
officers, directors and employees), with respect to any of the terms,
provisions, covenants and conditions of this Lease, and that Tenant shall look
solely to the estate, property and equity of Landlord or such successor in
interest in the Building and subject to the prior rights of any mortgagee or
ground lessee, for the satisfaction of each and every remedy of Tenant in the
event of any breach by Landlord or by such successor in interest of any of the
terms, provisions, covenants and conditions of this Lease to be performed by
Landlord, which exculpation of personal liability shall be absolute and without
exception.

      32.5 Estoppel Certificates. At any time and from time to time but within
10 days after prior written request by Landlord, Tenant will execute,


                                       21
<PAGE>

acknowledge, and deliver to Landlord, promptly upon request, a certificate
certifying if true (a) that this Lease is unmodified and in full force and
effect or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the date and nature of each modification;
(b) the date, if any, to which Rent and other sums payable under this Lease have
been paid; (c) that no written notice of any default has been delivered to
Landlord which default has not been cured, except as to defaults specified in
said certificate; (d) that there is no Event of Default under this Lease or an
event which, with notice or the passage of time, or both, would result in an
Event of Default under this Lease, except for defaults specified in said
certificate; and (e) such other matters as may be reasonably requested by
Landlord. Any such certificate may be relied upon by any prospective purchaser
or existing or prospective mortgagee of the Building. Tenant's failure to
deliver such a certificate within such time will be conclusive evidence of the
matters set forth in it.

      32.6 Waiver of Jury Trial. Landlord and Tenant by this Section 32.6 waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims (except
claims for personal injury or property damage), and any emergency statutory or
any other statutory remedy.

      32.7 Holding Over. Tenant will have no right to remain in possession of
all or any part of the Premises after the expiration of the Term. If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy
will not constitute a renewal or extension of this Lease for any further Term;
and (c) such tenancy may be terminated by Landlord upon the earlier of 30 days'
prior written notice or the earliest date permitted by law. In such event, Base
Rent will be increased to an amount equal to 125% of the Base Rent payable
during the last month of the Term, and any other sums due under this Lease will
be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy will be subject to every other term, condition, and
covenant contained in this Lease.

      32.8 Notices. Any notice, request, demand, consent, approval, or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered, sent by facsimile with
receipt acknowledged, deposited with any nationally recognized overnight carrier
that routinely issues receipts, or deposited in any depository regularly
maintained by the United States Postal Service, postage prepaid, certified mail,
return receipt requested, addressed to the party for whom it is intended at its
address set forth in Section 1.1. Either Landlord or Tenant may add additional
addresses or change its address for purposes of receipt of any such
communication by giving 10 days' prior written notice of such change to the
other party in the manner prescribed in this Section 30.12.

      32.9 Severability. If any provision of this Lease proves to be illegal,
invalid, or unenforceable, the remainder of this Lease will not be affected by
such finding, and in lieu of each provision of this Lease that is illegal,
invalid, or unenforceable a provision will be added as a part of this Lease as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable.

      32.10 Written Amendment Required. No amendment, alteration, modification
of, or addition to the Lease will be valid or binding unless expressed in
writing and signed by Landlord and Tenant. Tenant agrees to make any
modifications of the terms and provisions of this Lease required or requested by


                                       22
<PAGE>

any lending institution providing financing for the Building, provided that no
such modifications will materially adversely affect Tenant's rights and
obligations under this Lease.

      32.11 Entire Agreement. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant. No promises or
representations, except as contained in this Lease, have been made to Tenant
respecting the condition or the manner of operating the Premises or the
Building.

      32.12 Captions. The captions of the various articles and sections of this
Lease are for convenience only and do not necessarily define, limit, describe,
or construe the contents of such articles or sections.

      32.13 Notice of Landlord's Default. In the event of any alleged default in
the obligation of Landlord under this Lease, Tenant will deliver to Landlord
written notice listing the reasons for Landlord's default and Landlord will have
30 days following receipt of such notice to cure such alleged default or, in the
event the alleged default cannot reasonably be cured within a 30 day period, to
commence action and proceed diligently to cure such alleged default. A copy of
such notice to Landlord will be sent to any holder of a mortgage or other
encumbrance on the Building of which Tenant has been notified in writing, and
any such holder will also have the same time periods to cure such alleged
default.

      32.14 Authority. Tenant and the party executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of directors or partners, as the case may be, and agree upon
request to deliver to Landlord a resolution or similar document to that effect.

      32.15 Governing Law. This Lease will be governed by and construed pursuant
to the laws of New York, without regard to principles of conflict of laws.

      32.16 Landlord's Consent. With respect to any provision hereof which
provides for the consent or approval of Landlord, said consent or approval shall
be in writing and shall not be unreasonably withheld. Tenant in no event shall
be entitled to make any claim, and Tenant hereby waives any claim for money
damages, whether by way of set off, counterclaim, defense or otherwise, based
upon any claim or assertion by Tenant that Landlord has unreasonably withheld or
delayed any consent or approval. Tenant's sole remedies shall be an action or
proceeding to enforce any such provision, or for an injunction or declaratory
judgment. To the extent that Tenant is the prevailing party in any such action
or proceeding, Tenant shall be entitled to recover its reasonable attorneys'
fees and costs. All expenses reasonably and verifiably incurred by Landlord in
reviewing and acting upon any request for consent hereunder, including but not
limited to, attorneys' and architects' fees, shall be reimbursed by Tenant to
Landlord, shall be deemed to constitute Additional Rent and shall be paid over
to Landlord on the first day of the month following demand therefor.

      32.17 Binding Effect. The covenants, conditions, and agreements contained
in this Lease will bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors,
and, except as otherwise provided in this Lease, their assigns.


                                       23
<PAGE>

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.

                                         LANDLORD:

                                         ANGELO BALBO MANAGEMENT, LLC


                                         By: /s/ Angelo Balbo
                                             -----------------------------------
                                                   Angelo Balbo, President


                                         TENANT:

                                         GILMAN + CIOCIA, INC.


                                         By: /s/ Michael Ryan
                                             -----------------------------------
                                                   Michael Ryan, President


                                       24
<PAGE>

                                    EXHIBIT A

                    Legal Description of the Land is Annexed

                             TITLE NO. RCA-813-37184

                                   SCHEDULE A

PARCEL I

      ALL that certain plot, piece, or parcel of land situate, lying and being
in the Town of Poughkeepsie, County of Dutchess and State of New York, being
bounded and described as follows:

      BEGINNING at a spike set near the center line of an asphalt concrete drive
adjacent to the edge of the concrete sidewalk, said point being the southeast
corner of Parcel No. 3 and the northeast corner of the herein described parcel;
thence running along the westerly side of Raymond Avenue and more or less along
the westerly edge of the concrete sidewalk the following courses and distances:
South 11 degrees 10' 30" West 16.54 feet; South 16 degrees 32' 30" West 72.83
feet; South 16 degrees 03' 30" West 5.99 feet; South 14 degrees 45' 40" West
33.50 feet and South 14 degrees 24' 30" West 17.05 feet to a nail set in a rock
at the westerly edge of the concrete sidewalk said point being the northeast
corner of lands of Crimswal Realty Company and the southeast corner of the
herein described parcel; thence along the northerly boundary line of Crimswal
Company, North 83 degrees 32' 30" West said boundary line being parallel to and
48 feet distant northerly from the north face of the large brick and block
building standing on the northwest corner of Raymond Avenue and the Poughkeepsie
East Arterial formerly Haight Avenue at this location, a distance of 308.81 feet
to an iron pin found set at the northwest corner of lands of Crimswal Realty
Company and the southwest corner of the herein described parcel; thence running
along the rear line or easterly line of several owners of lots facing Lewis
Avenue and running on the easterly side thereof, North 10 degrees 46' 50" East a
distance of 176.82 feet to an iron pin set at the southwest corner of Parcel No.
2 and the northwest corner of the herein described parcel; thence along the
southerly boundary of Parcel No. 2 South 79 degrees 53' 30" East a distance of
41.65 feet to a spike set in an asphalt concrete blocking lot at the southeast
corner of Parcel No. 2 and the southwest corner of Parcel No. 3; thence along
the southerly boundary line of Parcel No. 3 the following courses and distances:
South 75 degrees 42' 40" East 121.40 feet and South 78 degrees 46' 40" East
156.50 feet to the point and place of BEGINNING.

                SCHEDULE A OF THIS REPORT CONSISTS OF THREE PAGES


                                       25
<PAGE>

                                    EXHIBIT B

                              Rules and Regulations

            1. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons occupying,
using, or entering the Building, or any equipment, finishings, or contents of
the Building, and Tenant will comply with Landlord's reasonable requirements
relative to such systems and procedures. Landlord shall discuss such systems and
procedures with Tenant prior to implementation.

            2. The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenants or used by any
of them for any purpose other than for ingress to and egress from their
respective premises. The halls, passages, exits, entrances, elevators,
escalators, and stairways are not for the general public, and Landlord will in
all cases retain the right to control and prevent access to such halls,
passages, exits, entrances, elevators, and stairways of all persons whose
presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation, and interests of the Building and its tenants, provided
that nothing contained in these rules and regulations will be construed to
prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No tenant and no employee or invitee of any tenant will go upon the
roof of the Building. No tenant will be permitted to place or install any object
(including without limitation radio and television antennas, loudspeakers, sound
amplifiers, microwave dishes, solar devices, or similar devices) on the exterior
of the Building or on the roof of the Building.

            3. No sign, placard, picture, name, advertisement, or written notice
visible from the exterior of the Premises will be inscribed, painted, affixed,
or otherwise displayed by Tenant on any part of the Building or the Premises
without the prior written consent of Landlord. All approved signs or lettering
on doors will be printed, painted, affixed, or inscribed at the expense of the
Tenant by a person approved by Landlord. Other than draperies expressly
permitted by Landlord and Building standard mini-blinds, material visible from
outside the Building will not be permitted. In the event of the violation of
this rule by Tenant, Landlord may remove the violating items without any
liability, and may charge the expense incurred by such removal to the Tenant.

            4. No cooking will be done or permitted by any tenant on the
Premises, except in areas of the Premises which are specially constructed for
cooking and except that use by the Tenant of microwave ovens and Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate, and
similar beverages will be permitted, provided that such use is in accordance
with all applicable federal, state, and city laws, codes, ordinances, rules, and
regulations.

            5. No smoking shall be done or permitted by any tenant or by any
agent, employee, guest or invitee of any tenant in the Common Areas.


                                       26
<PAGE>

            6. The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

            7. No tenant will in any way deface any part of the Premises or the
Building. In those portions of the Premises where carpet has been provided
directly or indirectly by Landlord, Tenant will at its own expense install and
maintain pads to protect the carpet under all furniture having casters other
than carpet casters.

            8. Tenant will not alter, change, replace, or rekey any lock or
install a new lock or a knocker on any door of the Premises. Landlord, its
agent, or employees will retain a pass (master) key to all door locks on the
Premises. Any new door locks required by Tenant or any change in keying of
existing locks will be installed or changed by Landlord following Tenant's
written request to Landlord and will be at Tenant's expense. All new locks and
rekeyed locks will remain operable by Landlord's pass (master) key. Landlord
will furnish each Tenant, free of charge, with two (2) keys to each door lock on
the Premises. Landlord will have the right to collect a reasonable charge for
additional keys requested by any Tenant. Tenant, upon termination of its
tenancy, will deliver to Landlord all keys for the Premises and Building that
have been furnished to such Tenant.

            9. No tenant will use or keep in the Premises or the Building any
kerosene, gasoline, or inflammable or combustible or explosive fluid or material
or chemical substance other than limited quantities of such materials or
substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required in such
tenant's normal operations in the Premises. Without Landlord's prior written
approval, no tenant will use any method of heating or air conditioning other
than that supplied by Landlord. No tenant will use or keep or permit to be used
or kept any foul or noxious gas or substance in the Premises.

            10. Landlord will have the right, exercisable upon written notice
and without liability to any tenant, to change the name and street address of
the Building.

            11. Landlord will have the right to prohibit any advertising by
Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability, and upon written
notice from Landlord, Tenant will refrain from or discontinue such advertising.

            12. Tenant will not bring any animals or birds into the Building,
and will not permit bicycles or other vehicles inside or on the sidewalks
outside the Building except in areas designated from time to time by Landlord
for such purposes.

            13. Tenant will store all its trash and garbage within the Premises
or in receptacles provided by Landlord. No material will be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage without being in violation of any law or ordinance governing
such disposal. Removal of any furniture or furnishings, large equipment, packing
crates and packing materials will be the responsibility of each tenant and such
items may not be disposed of in the Building trash receptacles. No furniture,
appliances, equipment, or flammable products of any type may be disposed of in
the Building trash receptacles.


                                       27
<PAGE>

            14. Canvassing, peddling, soliciting, and distributing handbills or
any other written materials in the Building are prohibited, and each tenant will
cooperate to prevent the same.

            15. The requirements of the tenants will be attended to only upon
application by written, personal, or telephone notice to Landlord at the
Landlord's Address. Employees of Landlord will not perform any work or do
anything outside of their regular duties unless under special instructions from
Landlord.

            16. A directory of the Building will be provided for the display of
the name and location of tenants only. All entries on the Building directory
display will conform to standards and style set by Landlord in its sole
discretion. . No Tenant will have any right to the use of any exterior sign.

            17. Tenant will see that the doors of the Premises are closed and
locked and that all water faucets, water apparatus, and utilities are shut off
before Tenant or Tenant's employees leave the Premises, so as to prevent waste
or damage, and for any default or carelessness in this regard Tenant will make
good all injuries sustained by other tenants or occupants of the Building or
Landlord.

            18. Tenant will not conduct itself in any manner that is
inconsistent with the character of the Building or that will impair the comfort
and convenience of other tenants in the Building.

            19. Neither Landlord nor any operator of the Parking Areas will be
liable for loss of or damage to any vehicle or any contents of such vehicle or
accessories to any such vehicle, or any property left in any of the Parking
Areas, resulting from fire, theft, vandalism, accident, conduct of other users
of the Parking Areas and other persons, or any other casualty or cause. Further,
Tenant understands and agrees that: (a) Landlord will not be obligated to
provide any traffic control, security protection or operator for the Parking
Areas ; (b) Tenant uses the Parking Areas at its own risk; and (c) Landlord will
not be liable for personal injury or death, or theft, loss of, or damage to
property. Except to the extent caused by Landlord's negligent act or omission,
Tenant waives and releases Landlord from any and all liability arising out of
the use of the Parking Areas by Tenant, its employees, agents, invitees, and
visitors, whether brought by any of such persons or any other person.

            20. Tenant (including Tenant's employees, agents, invitees, and
visitors) will use the Parking Areas solely for the purpose of parking passenger
model cars, small vans, and small trucks and will comply in all respects with
any rules and regulations that may be promulgated by Landlord from time to time
with respect to the Parking Areas. The Parking Areas may be used by Tenant, its
agents, or employees, for occasional overnight parking of vehicles, but shall
not under any circumstances be used by Tenant or its agents or employees for the
display or parking of vehicles advertised as being for sale. Tenant will ensure
that any vehicle parked in any of the Parking Areas will be kept in proper
repair and will not leak excessive amounts of oil or grease or any amount of
gasoline. If any of the Parking Areas are at any time used (a) for any purpose
other than parking as provided above; (b) in any way or manner reasonably
objectionable to Landlord; or (c) by Tenant after default by Tenant under the
Lease, Landlord, in addition to any other rights otherwise available to
Landlord, may consider such default an Event of Default under the Lease.


                                       28
<PAGE>

            21. Tenant's right to use the Parking Areas will be in common with
other tenants of the Building and with the tenants of 9 Raymond Avenue.

            22. Tenant has no right to assign or sublicense any of its rights in
the Parking Areas, except as part of a permitted assignment or sublease of the
Lease.

            23. No act or thing done or omitted to be done by Landlord or
Landlord's agent during the Term of the Lease in connection with the enforcement
of these rules and regulations will constitute an eviction by Landlord of any
Tenant nor will it be deemed an acceptance of surrender of the Premises by any
Tenant, and no agreement to accept such termination or surrender will be valid
unless in a writing signed by Landlord. The delivery of keys to any employee or
agent of Landlord will not operate as a termination of the Lease or a surrender
of the Premises unless such delivery of keys is done in connection with a
written instrument executed by Landlord approving the termination or surrender.

            24. In these rules and regulations, Tenant includes the employees,
agents, invitees, and licensees of Tenant and others permitted by Tenant to use
or occupy the Premises.

            25. These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.


                                       29
<PAGE>

                                 LEASE AGREEMENT

            THIS LEASE AGREEMENT is made as of this 30th day of June, 2006 by
and between GILMAN + CIOCIA, INC., a Delaware corporation having its principal
office at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the "Tenant") and,
ANGELO BALBO MANAGEMENT, LLC, a New York limited liability company having an
office at 18 Millbank Road, Poughkeepsie, NY 12603 (the "Landlord").

            NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

ARTICLE 1 BASIC LEASE INFORMATION

      1.1 Basic Lease Information. As used in this Lease, the following basic
lease terms shall have the meanings ascribed thereto:

      (a)   Lease Date: June 30, 2006

      (b)   Landlord's Address:

                  18 Millbank Road

                  Poughkeepsie, NY 12603

                  with a copy at the same time to:

                  Michael Kistner, Esq.

                  2 Raymond Avenue

                  Poughkeepsie, NY 12603

      (c)   Tenant's Address:

                  Gilman + Ciocia, Inc.
                  11 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Attention: Legal Department

      (d)   Building Address:

                  11 Raymond Avenue
                  Poughkeepsie, NY 12603

      (e)   Premises: Suite 22, containing approximately 3,558 gross rentable
            square feet, and containing approximately 3,097 net useable square
            feet.

<PAGE>

      (f)   Tenant's Pro Rata Share: A percentage, based upon the ratio of the
            gross rentable square footage of the Premises to the total gross
            rentable square footage of the Building and 9 Raymond Avenue.
            Tenant's Pro Rata Share, based upon the current rentable square
            footage of the Building and 9 Raymond Avenue and the current
            rentable square footage of the Premises, is 3,558/34,631, 10.27%.

      (g)   Term: 60 months, beginning on the Commencement Date and expiring on
            the Expiration Date.

      (h)   Commencement Date: July 1, 2006.

      (i)   Expiration Date: June 30, 2011 unless adjusted or sooner terminated
            as provided herein.

      (j)   Security Deposit: None.

      (k)   Base Rent: Throughout the Term, Base Rent shall be $37,714.00 per
            year, and $3,143.00 per month. The Base Rent shall increase by three
            (3%) percent on July 1st of each year during the Term.

      (l)   Broker: None.

      (m)   Estimated Monthly Additional Rent Charge (not including Tenant's Pro
            Rata Share of Taxes): $890.00.

      1.2 Additional Definitions. As used in this Lease, the following terms
shall have the meanings ascribed thereto:

      (a) Additional Rent: Any amounts that this Lease requires Tenant to pay in
addition to Base Rent.

      (b) Building: 11 Raymond Avenue and related improvements (including,
without limitation, parking lots, walkways, driveways, fences and landscaping)
of which the Premises are a part.

      (c) Common Areas: The hallways, entryways, stairs, elevators, driveways,
parking lot, walkways, restrooms, trash facilities, and all other areas and
facilities in and about the Building that are provided and designated from time
to time by Landlord for the general nonexclusive use and convenience of Tenant
with Landlord and other tenants of the Building and their respective employees,
invitees, licensees or visitors.

      (d) Land: The land on which the Building is located, which is described on
Exhibit A.

      (e) Parking Areas: Those portions of the parking lots adjacent to the
Building which Landlord shall from time to time designate for use by the tenants
of the Building for parking.

      (f) Prime Rate: The rate of interest from time to time announced by
Citibank as its prime rate of interest.


                                       2
<PAGE>

      (g) Rent: The Base Rent and Additional Rent.

If any other provision of this Lease contradicts any definition of this Article,
the other provision will prevail.

      1.3 Exhibits. The following exhibits are attached to and made a part of
this Lease:

            EXHIBIT A -- Legal Description of the Land

            EXHIBIT B -- Rules and Regulations

ARTICLE 2 AGREEMENT

      2.1 Grant of Lease. Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, on the terms and conditions set forth in this
Lease.

ARTICLE 3 DELIVERY OF PREMISES

      3.1 Delivery of Possession.

      (a) The Premises shall be delivered to the Tenant as of July 1, 2006.

      (b) Tenant acknowledges that neither Landlord nor its agents or employees
have made any representations or warranties as to the suitability or fitness of
the Premises for the conduct of Tenant's business or for any other purpose.
Landlord and its agents or employees have not agreed to undertake any
alterations or construct any Tenant improvements to the Premises.

ARTICLE 4 BASE RENT

      4.1 Payment of Base Rent. Throughout the Term, Tenant will pay Base Rent
to Landlord in monthly installments, the first of which shall become due on the
Commencement Date with successive installments to become due on the first day of
each successive calendar month thereafter. Base Rent will be paid to Landlord,
without written notice or demand, and without deduction or offset, in lawful
money of the United States of America at Landlord's Address, or to such other
address as Landlord may from time to time designate in writing.

      4.2 Late Payment. In the event that any payment of Rent due hereunder
shall not be paid by the tenth (10th) day after which it is due, a late charge
of 5% for each dollar not paid may be charged by Landlord for each month or part
thereof that the same remains overdue. This charge shall be in addition to and
not in lieu of any other remedy Landlord may have and is in addition to any
reasonable fees and charges of any agents or attorneys Landlord may employ as a
result of any default in the payment of Rent hereunder, whether authorized
herein or by law. Any such "late charges" if not previously paid shall, at the
option of Landlord, be added to and become part of the succeeding Rent payment
to be made hereunder and shall be deemed to constitute Additional Rent.


                                       3
<PAGE>

ARTICLE 5 REAL ESTATE AND ASSESSMENTS

      5.1 Tenant's Obligation to Pay Taxes. Tenant covenants and agrees that it
shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of all real
property taxes and assessments of whatever kind and nature, including water and
sewer rents, special assessments and payments in lieu of taxes levied, imposed,
assessed or fixed on or against the Building and the Land or arising from the
use, occupancy or possession thereof, during the Term hereof (hereinafter
collectively referred to as the "Taxes").

      5.1 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a Taxes estimated payment (the
"Estimated Taxes Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $1,334 per month.

      (b) The Landlord shall re-compute the Estimated Taxes Payment on July 1 of
each year during the Term. The Estimated Taxes Payment so recomputed shall not
increase by more than ten (10%) percent each year.

      (c) Within two (2) months following the issuance of each real estate tax
bill of each year during the Term, the Landlord shall send to the Tenant a
Statement showing the actual real estate tax on the bill as compared to the
estimate for such tax collected. If the actual real estate taxes on the bill
exceed the total Estimated Taxes Payments for such tax during the concluded
year, the Tenant shall pay the difference to the Landlord within thirty (30)
days from the date of the Statement. If the total Estimated Taxes Payments for
such tax exceed the actual real estate taxes for the year, the Landlord shall
pay the difference to the Tenant within thirty (30) days form the date of the
Statement.

      (d) In the event that any Estimated Taxes Payment due hereunder shall not
be paid by the tenth (10th) day after which it is due, a late charge of 5% for
each dollar not paid may be charged by Landlord for each month or part thereof
that the same remains overdue. This charge shall be in addition to and not in
lieu of any other remedy Landlord may have and is in addition to any reasonable
fees and charges of any agents or attorneys Landlord may employ as a result of
any default in the payment of Rent hereunder, whether authorized herein or by
law. Any such "late charges" if not previously paid shall, at the option of
Landlord, be added to and become part of the succeeding Rent payment to be made
hereunder and shall be deemed to constitute Additional Rent.

      5.2 Contest by Landlord. Landlord shall have the right, after reasonable
consultation with Tenant, to contest in good faith any Tax or assessment at
Landlord's cost and expense. Tenant shall be entitled to its Pro Rata Share of
the net proceeds of any refund received by the Landlord as a result of any such
contest.

      5.3 Contest by Tenant. In the event that Landlord shall fail to contest
any Tax or assessment, Tenant shall have the right to contest such tax or
assessment in good faith, at its own cost and expense, provided, however, that
notwithstanding such contest, (1) Tenant shall pay when due its Pro Rata Share
of any Taxes; (2) Tenant shall comply with all applicable laws, rules and
regulations regarding the payment of Taxes; (3) Tenant shall not take any action
which would adversely affect, threaten or jeopardize the interest of the
Landlord in the Building or the Land; and (4) Tenant shall promptly pay,
indemnify and save Landlord harmless from, all penalties and interest which may


                                       4
<PAGE>

be charged or imposed as a result of or during the pendency of, any such
contest. In the event of any such contest by Tenant, Landlord agrees to
reasonably cooperate with Tenant, provided, however, that such cooperation shall
be without any cost or expense to Landlord and shall not be construed so as to
require the Landlord to withhold the payment of any Tax, interest or penalty
otherwise due and owing to, or charged by, any taxing authority.

      5.4 Adjustments for Partial Lease Years. It is further agreed that for the
first and last lease years of the Term, the portion of all Taxes, other than
such as result from assessments attributable to Tenant, to be paid by the Tenant
shall be pro rated, depending on the proportion which each such lease year shall
bear to the tax year in which it falls.

      5.5 Other Taxes Imposed on Landlord. Tenant shall not be obligated or
required hereunder to pay any franchise, excise, corporate, estate, inheritance,
succession, capital levy or transfer tax of Landlord, or any income, profit or
revenue tax upon the income or receipts of Landlord.

      5.6 Taxes Attributable to Tenant. Tenant shall be responsible for and
shall pay prior to the time when such payment shall be deemed delinquent, all
Taxes assessed during the Term against any leasehold interest, or any
improvements, alterations, additions, fixtures or personal property of any
nature placed in, on or about the Premises by the Tenant, whether such tax shall
have been levied or assessed against Landlord or Tenant.

ARTICLE 6 ADDITIONAL RENT

      6.1 In addition to all other rental charges provided for in this Lease,
Tenant agrees to pay as Additional Rent:

      (a) Its Pro Rata Share of the following costs and expenses incurred by
Landlord in connection with the operation, maintenance and non-structural repair
of the Building ("CAM Charges"): utilities, insurance, cleaning, snow removal,
parking lot cleaning and other "routine maintenance". "Routine maintenance" is
defined to mean those items having a maintenance cycle of annually or more
frequently. The Tenant shall not be responsible for "periodic maintenance"
items. "Periodic maintenance" is defined as those items with a maintenance cycle
of less than annually (e.g., re-sealing the parking lot).

      (b) One hundred percent (100%) of the cost of any janitorial or other
service furnished exclusively to the Premises.

      6.2 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a CAM Charges estimated
payment (the "Estimated Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $890.00 per month.
The Estimated Payment shall apply to a CAM Charge item that exceeds a cost of
$4,000 (a "Large Item") at the Tenant's option. The Tenant may pay a Large Item,
at its option, within 30 days of being billed by the Landlord for the Large Item
instead of having the Large Item paid out of the Estimated Payments.


                                       5
<PAGE>

      (b) The Landlord shall re-compute the Estimated Payment on July 1 of each
year during the Term. The Estimated Payment so recomputed shall not increase by
more than ten (10%) percent each year.

      (c) Within two (2) months following July 1 of each year during the Term,
the Landlord shall send to the Tenant a Statement showing the actual CAM Charges
for the concluded year. If the actual CAM Charges exceed the total Estimated
Payments for the concluded year, the Tenant shall pay the difference to the
Landlord within thirty (30) days from the date of the Statement. If the total
Estimated Payments exceed the actual CAM Charges for the year, the Landlord
shall pay the difference to the Tenant within thirty (30) days form the date of
the Statement.

      (d) Within ten (10) business days of Tenant's written request, Landlord
will make available for inspection at Landlord's office during regular business
backup information with respect to the CAM Charges. The Tenant may only make one
request for backup information each month. The Landlord shall send to the Tenant
the backup information for Any Large Item expense within thirty (30) days of the
expense.

      (e) In the event that any Estimated Payment due hereunder shall not be
paid by the tenth (10th) day after which it is due, a late charge of 5% for each
dollar not paid may be charged by Landlord for each month or part thereof that
the same remains overdue. This charge shall be in addition to and not in lieu of
any other remedy Landlord may have and is in addition to any reasonable fees and
charges of any agents or attorneys Landlord may employ as a result of any
default in the payment of Rent hereunder, whether authorized herein or by law.
Any such "late charges" if not previously paid shall, at the option of Landlord,
be added to and become part of the succeeding Rent payment to be made hereunder
and shall be deemed to constitute Additional Rent.

      6.3 Under no circumstances shall the CAM Charges be construed so as to
impose upon Tenant any obligation for expenses incurred by Landlord with respect
to (a) replacement or re-sealing of blacktop, (b) traffic control devices not
located on the Land, (c) depreciation on the Building or on machinery and
equipment used in the management, operation, maintenance and repair of the
Building or the Land, (d) capital improvements or (e) structural repairs
(including the roof).

ARTICLE 7

      7.1 Tenant's Insurance. At all times during the Term, Tenant will carry
and maintain, at Tenant's expense, the following insurance, in the amounts
specified below or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on forms satisfactory to
Landlord:

      (d) Commercial general liability insurance with coverage for bodily injury
and property damage liability, with a combined single occurrence limit of not
less than $2,000,000. All such insurance shall include contractual liability
coverage for the performance by Tenant of the indemnity agreements set forth in
this Lease;

      (e) Insurance covering all of Tenant's furniture and fixtures, machinery,
equipment, stock, and any other personal property owned and used in Tenant's
business and found in, on, or about the Building, and any leasehold improvements
to the Premises in an amount not less than the full replacement cost. Property


                                       6
<PAGE>

forms shall provide coverage on a broad form basis insuring against "all risks
of direct physical loss." All policy proceeds will be used for the repair or
replacement of the property damaged or destroyed; however, if this Lease ceases
under the provisions of Article 20, Tenant will be entitled to any proceeds
resulting from damage to Tenant's furniture and fixtures, machinery, equipment,
stock, and any other personal property;

      (f) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
State of New York; and

      7.2 Forms of Policies. Certificates of insurance, together with copies of
the endorsements, when applicable, naming Landlord as an additional insured,
will be delivered to Landlord promptly following the Lease Date, but in no event
later than five (5) days prior to Tenant's occupancy of the Premises and from
time to time at least 10 days prior to the expiration of the term of each such
policy.. All commercial general liability or comparable policies maintained by
Tenant will name Landlord as an additional insured, entitling Landlord to
recover under such policies for any loss sustained by Landlord, its agents, and
employees as a result of the acts or omissions of Tenant. All such policies
maintained by Tenant will provide that they may not be terminated nor may
coverage be reduced below the minimums herein except after 30 days' prior
written notice to Landlord. All commercial general liability and property
policies maintained by Tenant will be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord may carry.

      7.3 Waiver of Subrogation. Landlord and Tenant each waive any and all
rights to recover against the other or against any other tenant or occupant of
the Building, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees or business visitors of such
other party or of such other tenant or occupant of the Building, for any loss or
damage to such waiving party arising from any cause covered by any property
insurance required to be carried by such party pursuant to this Article 7 or any
other property insurance actually carried by such party to the extent of the
limits of such policy. Landlord and Tenant from time to time will cause their
respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the
Building or the Premises or the contents of the Building or the Premises. Tenant
agrees to cause all other occupants of the Premises claiming by, under, or
through Tenant to execute and deliver to Landlord such a waiver of claims and to
obtain such waiver of subrogation rights endorsements

      7.4 Adequacy of Coverage. Landlord, its agents, and employees make no
representation that the limits of liability specified to be carried by Tenant
pursuant to this Article 7 are adequate to protect Tenant. If Tenant believes
that any of such insurance coverage is inadequate, Tenant will obtain such
additional insurance coverage as Tenant deems adequate, at Tenant's sole
expense.

ARTICLE 8

      8.1 Tenant's Use of the Premises. The Premises will be used by Tenant
solely as a business office, including, but not limited to: general business
operations, broker dealer operations, accounting, tax return preparation,
financial planning and brokerage services, and broker dealer operations. Tenant


                                       7
<PAGE>

acknowledges and agrees that, Tenant will use the Premises in a careful, safe,
and proper manner. Tenant will not use or permit the Premises to be used or
occupied for any purpose or in any manner prohibited by any applicable laws.
Tenant will not commit waste or suffer or permit waste to be committed in, on,
or about the Premises. Tenant will conduct its business and control its
employees, agents, and invitees in such a manner as not to create any nuisance
or interfere with, annoy, or disturb any other tenant or occupant of the
Building or Landlord in its operation of the Building.

ARTICLE 9 REQUIREMENTS OF LAW; FIRE INSURANCE

      9.1 General. At its sole cost and expense, Tenant will promptly comply
with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or in force after the Lease Date, with the
requirements of any board of fire underwriters or other similar body, with any
direction or occupancy certificate issued pursuant to any law by any public
officer or officers, insofar as they relate to the condition, use, or occupancy
of the Premises, excluding requirements of structural changes to the Premises or
the Building, unless required by the unique nature of Tenant's use or occupancy
of the Premises.

      9.2 Hazardous Materials.

      (a) For purposes of this Lease, "Hazardous Materials" means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation substances defined as "hazardous substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ss.ss. 9601-9657; the Hazardous Materials Transportation Act
of 1975, 49 U.S.C. ss.ss. 1801-1812; the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. ss.ss. 6901-6987; or any other federal, state, or local
statute, law, ordinance, code, rule, regulation, order, or decree regulating,
relating to, or imposing liability or standards of conduct concerning hazardous
materials, waste, or substances now or at any time hereafter in effect
(collectively, "Hazardous Materials Laws").

      (b) Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the
Building by Tenant, its agents, employees, or contractors. Tenant will not
permit the Premises to be used or operated in a manner that may cause the
Premises or the Building to be contaminated by any Hazardous Materials in
violation of any Hazardous Materials Laws. Tenant will immediately advise
Landlord in writing of (i) any and all enforcement, cleanup, remedial, removal,
or other governmental or regulatory actions instituted, completed, or threatened
pursuant to any Hazardous Materials Laws relating to any Hazardous Materials
affecting the Premises; and (ii) all claims made or threatened by any third
party against Tenant, Landlord, or the Premises relating to damage,
contribution, cost recovery, compensation, loss, or injury resulting from any
Hazardous Materials on or about the Premises. Without Landlord's prior written
consent, Tenant will not take any remedial action or enter into any agreements
or settlements in response to the presence of any Hazardous Materials in, on, or
about the Premises.

      (c) Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs, and liabilities, including attorneys' fees and costs, arising out of or
in connection with Tenant's breach of its obligations in this Article 9. Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all claims, costs,
and liabilities, including attorneys' fees and costs, arising out of or in


                                       8
<PAGE>

connection with the removal, cleanup, and restoration work and materials
necessary to return the Premises and any other property of whatever nature
located on the Building to their condition existing prior to the appearance of
Tenant's Hazardous Materials on the Premises. Tenant's obligations under this
Article 10 will survive the expiration or other termination of this Lease.

      9.3 Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would (a) jeopardize or be
in conflict with fire insurance policies covering the Building or fixtures and
property in the Building; (b) increase the rate of fire insurance applicable to
the Building to an amount higher than it otherwise would be for use of the
Building as an office/warehouse; or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property by reason of
any business or operation being carried on upon the Premises.

ARTICLE 10 ASSIGNMENT AND SUBLETTING

      10.1 General. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors, and assigns, covenants that
it will not assign, mortgage, or encumber this Lease, nor sublease, nor permit
the Premises or any part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each instance, which consent
will not be unreasonably withheld or delayed. Any assignment or sublease in
violation of this Article 10 will be void. If this Lease is assigned, or if the
Premises or any part of the Premises are subleased or occupied by anyone other
than Tenant, Landlord may, after default by Tenant, collect rent from the
assignee, subtenant, or occupant, and apply the net amount collected to Rent. No
assignment, sublease, occupancy, or collection will be deemed (a) a waiver of
the provisions of this Section 10.1; (b) the acceptance of the assignee,
subtenant, or occupant as Tenant; or (c) a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant contained in this
Lease. The consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from obtaining Landlord's prior written consent in
writing to any further assignment or sublease. No permitted subtenant may assign
or encumber its sublease or further sublease all or any portion of its subleased
space, or otherwise permit the subleased space or any part of its subleased
space to be used or occupied by others, without Landlord's prior written consent
in each instance.

      10.2 Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord (a)
the name and address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its proposed use of the space;
(d) banking, financial, or other credit information reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed form of assignment or
sublease for Landlord's reasonable approval.

      10.3 Prohibited Transfers. The transfer of a majority of the issued and
outstanding capital stock of any corporate Tenant or subtenant of this Lease, or
a majority of the total interest in any partnership Tenant or subtenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of this Lease or of such
sublease requiring Landlord's consent in each instance.


                                       9
<PAGE>

      10.4 Permitted Transfer. No Landlord consent shall be necessary in the
case of an assignment of this Lease or sublease of all or part of the Premises
to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any
corporation into or with which Tenant may be merged or consolidated; provided
that Tenant promptly provides Landlord with a fully executed copy of such
assignment or sublease, Tenant shall remain liable under the terms of this
Lease, and the resulting or surviving entity has a net worth at the time of such
assignment, equal to or in excess of Tenant's.

      10.5 Remedies. If Tenant believes that Landlord has unreasonably withheld
its consent pursuant to this Article 10, Tenant's sole remedy will be to seek a
declaratory judgment that Landlord has unreasonably withheld its consent or an
order of specific performance or mandatory injunction of the Landlord's
agreement to give its consent. In the event that Tenant successfully obtains any
such declaratory judgment and such judgment is not overturned on appeal, Tenant
shall be entitled to its reasonable attorney's fees and court costs with respect
thereto.

ARTICLE 11 RULES AND REGULATIONS

      11.1 Landlord's Rules and Regulations. Tenant and its employees, agents,
licensees and visitors will at all times observe faithfully, and comply strictly
with, the rules and regulations set forth in Exhibit B. Landlord may from time
to time reasonably amend, delete, or modify existing rules and regulations, or
adopt reasonable new rules and regulations for the use, safety, cleanliness, and
care of the Premises and the Building, and the comfort, quiet, and convenience
of occupants of the Building, provided that no such new rules or regulations
shall materially increase Tenant's responsibilities nor materially decrease
Tenant's rights hereunder. Modifications or additions to the rules and
regulations will be effective upon 30 days' prior written notice to Tenant from
Landlord. In the event of any breach of any rules or regulations or any
amendments or additions to such rules and regulations, Landlord will have all
remedies that this Lease provides for default by Tenant, and will in addition
have any remedies available at law or in equity, including the right to enjoin
any breach of such rules and regulations. Landlord will not be liable to Tenant
for violation of such rules and regulations by any other tenant, its employees,
agents, visitors, or licensees or any other person. In the event of any conflict
between the provisions of this Lease and the rules and regulations, the
provisions of this Lease will govern.

ARTICLE 12 COMMON AREAS

      12.1 Tenant's Use of the Common Areas. Landlord grants Tenant, its
employees, invitees, licensees, and other visitors a nonexclusive license for
the Term to use the Common Areas with others, subject to the terms and
conditions of this Lease. Without advance written notice to Tenant, except with
respect to matters covered by subsection (a) below, and without any liability to
Tenant in any respect, provided Landlord will take no action permitted under
this Article 12 in such a manner as to materially impair or adversely affect
Tenant's substantial benefit and enjoyment of the Premises, Landlord will have
the right to:

      (d) Close off any of the Common Areas to whatever extent required in the
opinion of Landlord and its counsel to prevent a dedication of any of the Common
Areas or the accrual of any rights by any person or the public to the Common
Areas;


                                       10
<PAGE>

      (e) Temporarily close any of the Common Areas for necessary maintenance,
alteration, or improvement purposes; and

      (f) Change the size, use, shape, or nature of any such Common Areas,
including erecting additional buildings on the Common Areas, expanding the
Building or other buildings to cover a portion of the Common Areas, converting
Common Areas to a portion of the Building or other buildings, or converting any
portion of the Building (excluding the Premises) or other buildings to Common
Areas, provided that, without Tenant's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, no such change in
the Common Areas shall materially impair ingress and egress to and from the
Premises. Upon erection of any additional buildings or change in Common Areas,
the portion of the Building upon which buildings or structures have been erected
will no longer be deemed to be a part of the Common Areas.

ARTICLE 13 LANDLORD'S REPAIR AND MAINTENANCE

      13.1 Landlord's Repair of Building. Landlord shall make necessary
structural repairs to the Building and shall keep in good order, condition and
repair all mechanical systems (including, but not limited to, electrical,
plumbing, heating, ventilation and air conditioning systems) servicing the
Common Areas or the entire Building, and the exterior foundations, downspouts,
gutters and roof of the Building, excluding, however, all windows, doors, plate
glass, signs and all repairs required by any casualty. For the purpose of this
Lease, a structural repair shall be defined as any structural repair to the
steel frame, footings, foundations, masonry walls, and roof of the Building. To
the extent that any repairs, whether structural or otherwise, result from damage
caused by any act, omission or negligence of Tenant, any subtenant or
concessionaire, or their respective employees, agents, invitees, licensees or
contractors, such repairs shall be performed by Landlord at the cost and expense
of Tenant, which expenses shall constitute Additional Rental.

      13.2 Landlord's Repair of Common Areas. Landlord further agrees to
maintain and repair and keep in good order and condition, reasonably clean and
free from snow, dirt and rubbish, all Common Areas. The costs and expenses
incurred by Landlord for maintenance, repairs, utilities, janitorial service,
refuse and snow removal and security of the Common Areas shall be performed to
ensure the proper quality and the preservation of the reputation of the
Building.

      13.3 Limitation on Liability. Landlord will not be in default under this
Lease or be liable to Tenant or any other person for direct or consequential
damage, or otherwise, for any failure to supply any heat, air conditioning,
cleaning, lighting, security; for surges or interruptions of electricity; or for
other services Landlord has agreed to supply during any period when Landlord
uses reasonable diligence to supply such services. Landlord will use reasonable
efforts to diligently remedy any interruption in the furnishing of such
services. Landlord reserves the right temporarily to discontinue such services
at such times as may be necessary by reason of accident; repairs, alterations or
improvements; strikes; lockouts; riots; acts of God; governmental preemption in
connection with a national or local emergency; any rule, order, or regulation of
any governmental agency; conditions of supply and demand that make any product


                                       11
<PAGE>

unavailable; Landlord's compliance with any mandatory governmental energy
conservation or environmental protection program, or any voluntary governmental
energy conservation program at the request of or with consent or acquiescence of
Tenant; or any other happening beyond the control of Landlord. Landlord will not
be liable to Tenant or any other person or entity for direct or consequential
damages resulting from the admission to or exclusion from the Building of any
person. In the event of invasion, mob, riot, public excitement, strikes,
lockouts, or other circumstances rendering such action advisable in Landlord's
sole opinion, Landlord will have the right to prevent access to the Building
during the continuance of the same by such means as Landlord, in its sole
discretion, may deem appropriate, including without limitation locking doors and
closing Parking Areas and other Common Areas. Except to the extent occasioned by
Landlord's negligence or intentional misconduct, Landlord will not be liable for
damages to person or property or for injury to, or interruption of, business for
any discontinuance permitted under this Article 13. Under no circumstances will
any such discontinuance in any way be construed as an eviction of Tenant or
cause an abatement of Rent or operate to release Tenant from any of Tenant's
obligations under this Lease.

ARTICLE 14 TENANT'S CARE OF THE PREMISES

      14.1 Maintenance of the Premises.

      (a) Tenant, at its sole cost and expense, shall take good care of the
Premises and shall keep, repair, replace and maintain the Premises (including
any electrical, plumbing, heating, ventilation, air conditioning and other
mechanical systems exclusively servicing the Premises and Tenant's equipment,
personal property and trade fixtures located in the Premises, which mechanical
systems shall be free of defects and in good working order on the date of
Delivery of Possession ) in good order, condition and repair, and each and every
part thereof (including, without limitation, painting and decorating), excepting
only such matters that are expressly stated herein to be within the Landlord's
obligation to maintain, and shall not cause nor permit any snow, ice, dirt,
debris or rubbish to be put, placed or maintained on the sidewalks, driveways,
parking lots, yards, entrances and curbs, in, on or adjacent to the Premises.
Tenant further agrees not to use the Premises or permit the Premises to be used
in any manner as to cause excessive depreciation of or to the Building, and
agrees not to cause nor permit waste of or damage or nuisance to, in, or about
the Premises or the Building.

      (b) Tenant shall have no right of access to the roof of the Premises or
the Building and shall not install, repair, place or replace any aerial, fan,
air conditioner or other device on the roof of the Premises or the Building
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Any aerial, fan, air conditioner or device installed
without such written consent shall be subject to removal, at Tenant's expense,
without notice at any time. Landlord shall repair at Tenant's expense, any
damage to the Building or roof resulting from the installation, repair, use, or
replacement of any such air conditioner or other device.

ARTICLE 15 ALTERATIONS

      15.1 General.

            1. During the Term, Tenant will not make or allow to be made any
alterations, additions, or improvements to or of the Premises or any part of the
Premises, or attach any fixtures or equipment to the Premises, without first
obtaining Landlord's written consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, Tenant shall have the right to make
interior, non-structural alterations in an amount not exceeding $50,000 in the
aggregate over the Term.


                                       12
<PAGE>

      (b) Subject to Tenant's rights in Article 18, all alterations, additions,
fixtures, and improvements, whether temporary or permanent in character, made in
or upon the Premises either by Tenant or Landlord, will immediately become
Landlord's property and at the end of the Term will remain on the Premises
without compensation to Tenant, unless when consenting to such alterations,
additions, fixtures, or improvements, Landlord has advised Tenant in writing
that such alterations, additions, fixtures, or improvements must be removed at
the expiration or other termination of this Lease.

      15.2 Free-Standing Partitions. Tenant will have the right to install
free-standing work station partitions in that portion of the Premises designated
by Landlord as office space, without Landlord's prior written consent, so long
as no building or other governmental permit is required for their installation
or relocation; however, if a permit is required, Landlord will not unreasonably
withhold its consent to such relocation or installation. Any free-standing work
station partitions purchased by Tenant will be part of Tenant's trade fixtures
for all purposes under this Lease. Any other partitions installed in the
Premises are and will be Landlord's property for all purposes under this Lease.

      15.3 Landlord Alterations. Any modifications or renovations of the lobby,
the second and third floor hallways, the stairways or any of the bathrooms shall
require the prior written approval of Tenant, which approval shall not be
unreasonably withheld.

      15.4 Removal. If Landlord has required Tenant to remove any or all
alterations, additions, fixtures, and improvements that are made in or upon the
Premises pursuant to this Article 15, Tenant will remove such alterations,
additions, fixtures, and improvements at Tenant's sole cost and will restore the
Premises to the condition in which they were before such alterations, additions,
fixtures, improvements, and additions were made, reasonable wear and tear
excepted.

ARTICLE 16 UTILITY SERVICE

      16.1 Utility Service for Premises. Tenant agrees to pay as and when the
same become due and payable, all charges for electricity, gas, heat, steam, hot
water, telephone and other utilities supplied to the Premises during the Term,
together with cost of repair, maintenance, replacement and reading of all meters
measuring Tenant's use or consumption thereof. If any such services are
separately metered or billed to Tenant, Tenant shall pay all charges for such
services directly. If, however, any such services are not separately metered or
billed to Tenant but rather are billed to and paid by Landlord, Tenant will pay
to Landlord its proportionate share of the cost of such services (as determined
by Landlord) as Additional Rent. In the event that Tenant shall fail to pay any
charges for any or all of the aforesaid services when due, Landlord shall have
the right, but not the obligation to make such payments, in which event, a sum
equal to any such payments shall be Additional Rent, and shall be collectible as
such, together with interest at an annual rate equal to five percent (5%)
percent above the Prime Rate, from the date of payment by Landlord. In no event
shall Landlord be responsible or liable for the failure to supply Tenant or for
the failure of Tenant to receive, any utility service, except in the event that
Landlord shall be negligent in connection with any such failure, nor shall
Tenant be entitled to any cessation, abatement, reduction or other offset of
Rent in the event of any failure to receive any utility service.


                                       13
<PAGE>

ARTICLE 17 MECHANICS' LIENS

      17.1 Removal of Liens. Tenant will pay or cause to be paid all costs and
charges for work (a) done by Tenant or caused to be done by Tenant, in or to the
Premises, and (b) for all materials furnished for or in connection with such
work. Tenant will indemnify Landlord against and hold Landlord, the Premises,
and the Building free, clear, and harmless of and from all mechanics' liens and
claims of liens, and all other liabilities, liens, claims, and demands on
account of such work by or on behalf of Tenant. If any such lien, at any time,
is filed against the Premises or any part of the Building, Tenant will cause
such lien to be discharged of record within 10 days after the filing of such
lien, except that if Tenant desires to contest such lien, it will furnish
Landlord, within such 10-day period, security reasonably satisfactory to
Landlord of at least 150% of the amount of the claim, plus estimated costs and
interest, or comply with such statutory procedures as may be available to
release the lien. If a final judgment establishing the validity or existence of
a lien for any amount is entered, Tenant will pay and satisfy the same at once.
If Tenant fails to pay any charge for which a mechanics' lien has been filed,
and has not given Landlord security as described above, or has not complied with
such statutory procedures as may be available to release the lien, Landlord may,
at its option, pay such charge and related costs and interest, and the amount so
paid, together with reasonable attorneys' fees incurred in connection with such
lien, will be immediately due from Tenant to Landlord as Additional Rent.
Nothing contained in this Lease will be deemed the consent or agreement of
Landlord to subject Landlord's interest in the Building to liability under any
mechanics' or other lien law. If Tenant receives written notice that a lien has
been or is about to be filed against the Premises or the Building, or that any
action affecting title to the Building has been commenced on account of work
done by or for or materials furnished to or for Tenant, it will immediately give
Landlord written notice of such notice. At least 15 days prior to the
commencement of any work (including but not limited to any maintenance, repairs,
alterations, additions, improvements, or installations) in or to the Premises,
by or for Tenant, Tenant will give Landlord written notice of the proposed work
and the names and addresses of the persons supplying labor and materials for the
proposed work. Landlord will have the right to post notices of nonresponsibility
or similar written notices on the Premises in order to protect the Premises
against any such liens. The terms and conditions of this Section 17.1 shall not
apply to any liens arising or resulting from the initial build-out of the
Premises by Landlord for Tenant.

ARTICLE 18 END OF TERM

      18.1 End of Term. At the end of this Lease, Tenant will promptly quit and
surrender the Premises broom-clean, in good order and repair, ordinary wear and
tear excepted. If Tenant is not then in default, Tenant may remove from the
Premises any trade fixtures, equipment, and movable furniture placed in the
Premises by Tenant, whether or not such trade fixtures or equipment are fastened
to the Building. Tenant will not remove any trade fixtures or equipment without
Landlord's prior written consent if such fixtures or equipment are used in the
operation of the Building, or if the removal of such fixtures or equipment will
result in impairing the structural strength of the Building. Whether or not
Tenant is in default, Tenant will remove such alterations, additions,
improvements, trade fixtures, equipment, and furniture as Landlord has requested
in accordance with Article 15. Tenant will fully repair any damage occasioned by
the removal of any trade fixtures, equipment, furniture, alterations, additions,
and improvements. All trade fixtures, equipment, furniture, inventory, effects,
alterations, additions, and improvements on the Premises after the end of the
Term will be deemed conclusively to have been abandoned and may be appropriated,


                                       14
<PAGE>

sold, stored, destroyed, or otherwise disposed of by Landlord without written
notice to Tenant or any other person and without obligation to account for them.
Tenant will pay Landlord for all expenses incurred in connection with the
removal of such property, including but not limited to the cost of repairing any
damage to the Building or Premises caused by the removal of such property.
Tenant's obligation to observe and perform this covenant will survive the
expiration or other termination of this Lease.

ARTICLE 19 EMINENT DOMAIN

      19.1 Condemnation of Premises. If all of the Premises are taken by
exercise of the power of eminent domain (or conveyed by Landlord in lieu of such
exercise) this Lease will terminate on a date (the "Termination Date") which is
the earlier of the date upon which the condemning authority takes possession of
the Premises or the date on which title to the Premises is vested in the
condemning authority. If more than 25% of the rentable area of the Premises is
so taken, Tenant will have the right to cancel this Lease by written notice to
Landlord given within 20 days after the Termination Date. If less than 25% of
the rentable area of the Premises is so taken, or if the Tenant does not cancel
this Lease according to the preceding sentence, the Base Rent will be abated in
the proportion of the rentable area of the Premises so taken to the rentable
area of the Premises immediately before such taking, and Tenant's Pro Rata Share
will be appropriately recalculated. If 25% or more of the Building is so taken,
Landlord may cancel this Lease by written notice to Tenant given within 30 days
after the Termination Date. In the event of any such taking, the entire award
will be paid to Landlord and Tenant will have no right or claim to any part of
such award; however, Tenant will have the right to assert a claim against the
condemning authority in a separate action, so long as Landlord's award is not
otherwise reduced.

ARTICLE 20 DAMAGE AND DESTRUCTION

      20.1 Notice of Casualty. If the Premises or the Building are damaged by
fire or other insured casualty, Landlord will give Tenant written notice of the
time which will be needed to repair such damage, as determined by Landlord in
its reasonable discretion, and the election (if any) which Landlord has made
according to this Article 20. Such notice will be given before the 30th day (the
"Notice Date") after the fire or other insured casualty.

      20.2 Minor Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent which may be repaired within 120 days after
the Notice Date, as reasonably determined by Landlord, Landlord will promptly
begin to repair the damage after the Notice Date and will diligently pursue the
completion of such repair. In that event this Lease will continue in full force
and effect except that Base Rent will be abated on a pro rata basis from the
date of the damage until the date of the completion of such repairs (the "Repair
Period") based on the proportion of the rentable area of the Premises Tenant is
unable to use during the Repair Period.

      20.3 Major Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent that may not be repaired within 180 days
after the Notice Date, as reasonably determined by Landlord, then (a) Landlord
may cancel this Lease as of the date of such damage by written notice given to
Tenant on or before the Notice Date, such written notice to include a detailed
explanation of the reasons the Premises or the Building cannot be repaired
within 180 days, or (b) Tenant may cancel this Lease as of the date of such
damage by written notice given to Landlord within 10 days after Landlord's
delivery of a written notice that the repairs cannot be made within such 180-day


                                       15
<PAGE>

period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord
will diligently proceed to repair the Building and Premises and Base Rent will
be abated on a pro rata basis during the Repair Period based on the proportion
of the rentable area of the Premises Tenant is unable to use during the Repair
Period.

      21.4 Tenant Caused Casualty. If any such damage by fire or other casualty
is the result of the willful conduct or negligence or failure to act of Tenant,
its agents, contractors, employees, or invitees, there will be no abatement of
Base Rent as otherwise provided for in this Article 20. Tenant will have no
rights to terminate this Lease on account of any damage to the Premises, or the
Building, except as set forth in this Lease.

ARTICLE 21 SUBORDINATION

      21.1 General. This Lease and Tenant's rights under this Lease are subject
and subordinate to any mortgage, together with any renewals, extensions,
modifications, consolidations, and replacements of such mortgage (a "Superior
Lien"), now or after the date affecting or placed, charged, or enforced against
the Land, the Building, or all or any portion of the Building or any interest of
Landlord in them or Landlord's interest in this Lease and the leasehold estate
created by this Lease (except to the extent any such instrument expressly
provides that this Lease is superior to such instrument). This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Notwithstanding the foregoing, Tenant will execute,
acknowledge, and deliver to Landlord, within 20 days after written demand by
Landlord, such documents as may be reasonably requested by Landlord or the
holder of any Superior Lien to confirm or effect any such subordination.

      21.2 Attornment. Tenant agrees that in the event that any holder of a
Superior Lien succeeds to Landlord's interest in the Premises, Tenant will pay
to such holder all Rents subsequently payable under this Lease. Further, Tenant
agrees that in the event of the enforcement by the holder of a Superior Lien of
the remedies provided for by law or by such Superior Lien, Tenant will, upon
request of any person or party succeeding to the interest of Landlord as a
result of such enforcement, automatically become the tenant of and attorn to
such successor in interest without change in the terms or provisions of this
Lease. Such successor in interest will not be bound by:

      (c) Any payment of Rent for more than one month in advance;

      (d) Any amendment or modification of this Lease made without the written
consent of such successor in interest;

      (e) Any claim against Landlord arising prior to the date on which such
successor in interest succeeded to Landlord's interest; or

      (f) Any claim or offset of Rent against the Landlord .

Upon request by such successor in interest and without cost to Landlord or such
successor in interest, Tenant will, within 20 days after written demand,
execute, acknowledge, and deliver an instrument or instruments confirming the
attornment, so long as such instrument provides that such successor in interest
will not disturb Tenant in its use of the Premises in accordance with this Lease


                                       16
<PAGE>

and will otherwise abide by the terms of this Lease from and after the effective
date on which such successor in interest succeeds to Landlord's interest in this
Lease.

ARTICLE 22 ENTRY BY LANDLORD

      22.1 Landlord's Right of Entry.Landlord, its agents, employees, and
contractors may enter the Premises at any time in response to an emergency and
at reasonable hours upon prior notice to Tenant to:

      (g) Inspect the Premises;

      (h) Exhibit the Premises to prospective purchasers, lenders or tenants;

      (i) Determine whether Tenant is complying with all its obligations in this
Lease;

      (j) Supply services to be provided by Landlord to Tenant according to this
Lease;

      (k) Post written notices of nonresponsibility or similar notices; or

      (l) Make repairs required of Landlord under the terms of this Lease or
make repairs to any adjoining space or utility services or make repairs,
alterations, or improvements to any other portion of the Building; however, all
such work will be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible.

Landlord covenants and agrees to use commercially reasonably efforts to avoid
unreasonable interference with Tenant and its operations in exercising its right
of access pursuant to this Section 22.1. Provided Landlord uses such
commercially reasonable efforts, Tenant, by this Section 22.1, waives any claim
against Landlord, its agents, employees, or contractors for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, or any other loss occasioned by
any entry in accordance with this Section. Landlord will at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises.
Landlord will have the right to use any and all means it may deem proper to open
doors in and to the Premises in an emergency in order to obtain entry to the
Premises. Any entry to the Premises by Landlord in accordance with this Section
will not be construed or deemed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or constructive, of Tenant from
the Premises or any portion of the Premises, , nor will any such entry entitle
Tenant to damages or an abatement of Base Rent, Additional Rent, or other
charges that this Lease requires Tenant to pay..

ARTICLE 23 INDEMNIFICATION, WAIVER, AND RELEASE

      23.1 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Landlord, its employees, or agents, and
subject to the provisions of Section 7.3, Tenant will neither hold nor attempt
to hold Landlord, its employees, or agents liable for, and Tenant will indemnify
and hold harmless Landlord, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:


                                       17
<PAGE>

      (a) the use or occupancy or manner of use or occupancy of the Premises by
Tenant or any person claiming under Tenant;

      (b) any activity, work, or thing done or permitted by Tenant in or about
the Premises or the Building;

      (c) any breach by Tenant or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Tenant,
its employees, agents, contractors, or invitees entering upon the Premises under
the express or implied invitation of Tenant.

            If any action or proceeding is brought against Landlord, its
employees, or agents by reason of any such claim for which Tenant has
indemnified Landlord, Tenant, upon written notice from Landlord, will defend the
same at Tenant's expense, with counsel reasonably satisfactory to Landlord.

      23.2 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Tenant, its employees, or agents, and
subject to the provisions of Section 7.3, Landlord will neither hold nor attempt
to hold Tenant, its employees, or agents liable for, and Landlord will indemnify
and hold harmless Tenant, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:

      (a) the ownership and use of the Building by Landlord or any person
claiming under Landlord;

      (b) any activity, work, or thing done or permitted by Landlord in or about
the Premises or the Building;

      (c) any breach by Landlord or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Landlord,
its employees, agents, contractors, or invitees entering upon the Premises.

      If any action or proceeding is brought against Tenant, its employees, or
agents by reason of any such claim for which Landlord has indemnified Tenant,
Landlord, upon written notice from Tenant, will defend the same at Landlord's
expense, with counsel reasonably satisfactory to Tenant.

ARTICLE 24 SECURITY DEPOSIT

      24.1 There is no security deposit being paid to the Landlord under this
Lease.

ARTICLE 25 QUIET ENJOYMENT


                                       18
<PAGE>

      25.1 Covenant of Quiet Enjoyment. Landlord covenants and agrees with
Tenant that so long as Tenant pays the Rent and observes and performs all the
terms, covenants, and conditions of this Lease on Tenant's part to be observed
and performed, Tenant may peaceably and quietly enjoy the Premises subject,
nevertheless, to the terms and conditions of this Lease, and Tenant's possession
will not be disturbed by anyone claiming by, through, or under Landlord.

ARTICLE 26 EFFECT OF SALE

      26.1 Sale of the Building. A sale, conveyance, or assignment of the
Building will operate to release Landlord from liability from and after the
effective date of such sale, conveyance, or assignment upon all of the
covenants, terms, and conditions of this Lease, express or implied, except those
liabilities that arose prior to such effective date, and, after the effective
date of such sale, conveyance, or assignment, Tenant will look solely to
Landlord's successor in interest in and to this Lease. This Lease will not be
affected by any such sale, conveyance, or assignment, and Tenant will attorn to
Landlord's successor in interest to this Lease, so long as such successor in
interest assumes Landlord's obligations under the Lease from and after such
effective date.

ARTICLE 27 DEFAULT

      27.1 Events of Default. The following events are referred to,
collectively, as "Events of Default" or, individually, as an "Event of Default":

      (a) Tenant defaults in the due and punctual payment of Rent, and such
default continues for 10 business days after written notice from Landlord;

      (b) Tenant vacates or abandons the Premises;

      (c) This Lease or the Premises or any part of the Premises are taken upon
execution or by other process of law directed against Tenant, or are taken upon
or subject to any attachment by any creditor of Tenant or claimant against
Tenant, and said attachment is not discharged or disposed of within 30 business
days after its levy;

      (d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise, or is dissolved or makes an assignment for
the benefit of creditors;

      (e) Involuntary proceedings under any such bankruptcy law or insolvency
act or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the property of
Tenant, and such proceeding is not dismissed or such receivership or trusteeship
vacated within 60 days after such institution or appointment;

      (f) Tenant breaches any of the other agreements, terms, covenants, or
conditions that this Lease requires Tenant to perform, and such breach continues
for a period of 30 days after written notice from Landlord to Tenant or, if such
breach cannot be cured reasonably within such 30-day period, if Tenant fails to
diligently commence to cure such breach within 30 days after written notice from
Landlord and to complete such cure within a reasonable time thereafter.


                                       19
<PAGE>

      27.2 Landlord's Remedies. If any one or more Events of Default set forth
in Section 27.1 occurs then Landlord has the right, at its election:

      (a) To give Tenant ten (10) days' written notice of the expiration of the
Term and upon the giving of such notice and the expiration of such ten (10) day
period, Tenant's right to possession of the Premises will cease and this Lease
will be terminated, except as to Tenant's liability, as if the expiration of the
term fixed in such notice were the end of the Term;

      (b) Without further demand or notice, to reenter and take possession
through summary eviction proceedings of the Premises or any part of the
Premises, repossess the same, expel Tenant and those claiming through or under
Tenant, and remove the effects of both or either, , without being liable for
prosecution, without being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of Rent or other amounts payable under
this Lease or as a result of any preceding breach of covenants or conditions; or

      (c) Without further demand or notice, to cure any Event of Default and to
charge Tenant for the cost of effecting such cure, including without limitation
reasonable attorneys' fees and interest on the amount so advanced at the rate
set forth in Section 29.21, provided that Landlord will have no obligation to
cure any such Event of Default of Tenant.

      Should Landlord take possession pursuant to legal proceedings or pursuant
to any notice provided by law, this Lease will terminate on the date of the
judgment of eviction or such notice. Thereafter, Landlord shall use commercially
reasonable efforts to relet the Premises and to mitigate any damages which may
be due from the Tenant under this Lease.

ARTICLE 28 PARKING

      28.1 Use of Parking Areas. Tenant (including its employees, agents,
clients, customers and other invitees) will be entitled to unlimited,
non-exclusive use of the Parking Areas during the Term subject to the rules and
regulations set forth in Exhibit B, and any amendments or additions to them.
There will be no restrictions on parking and no designated spaces (either at 9
or 11 Raymond Avenue). The Landlord agrees that there will be no construction or
development which diminishes the current parking area or the number of parking
spaces.

ARTICLE 29 SIGNAGE

      The Tenant shall have the only sign on the pedestal in front of 11 Raymond
Avenue. There will be no other pedestal signs in front of 11 Raymond Avenue.
There will be no other signs, other than the existing sign for the bank tenant
sign, on 11 Raymond Avenue facing Raymond Avenue or facing Main Street.

ARTICLE 30 RESTRICTION ON LANDLORD'S RENTING

      The Landlord may not rent any space in 9 or 11 Raymond Avenue to, or
permit any space to be occupied by: a broker dealer; a financial planner; an
NASD registered representative; an investment advisor; an insurance agency; for
the sale of securities, insurance or annuities; or by an accountant, bookkeeper
or income tax preparer.

ARTICLE 31 RENEWAL OPTIONS


                                       20
<PAGE>

      Tenant shall have the option to renew this Lease for an additional term of
five (5) years, by sending written notice to the Landlord on or before three (3)
months prior to the expiration of the current Term. All of the terms and
conditions of this Lease shall apply during the renewal term. The Base Rent
during the first year of the renewal term shall be the Base Rent during the last
month of the current Term plus 3%, and the Base Rent shall increase by 3% on
July 1st of each year during the renewal term.

ARTICLE 32 MISCELLANEOUS

      32.1 No Construction Against Drafting Party. Landlord and Tenant
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against Landlord
merely because Landlord has prepared it.

      32.2 No Recordation. Tenant's recordation of this Lease or any memorandum
or short form of it will be void and a default under this Lease.

      32.3 No Waiver. The waiver by either party of any agreement, condition, or
provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition, or provision
contained in this Lease, nor will any custom or practice that may grow up
between the parties in the administration of the terms of this Lease be
construed to waive or to lessen the right of any party to insist upon the
performance by the other in strict accordance with the terms of this Lease. The
subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement, condition, or provision of this
Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent.

      32.4 Limitation on Recourse. The term "Landlord" as used in this Lease
means only the owner, the holder of a lease or the mortgagee in possession for
the time being of the Premises, so that in the event of any sale of the Building
or an assignment of this Lease or an underlying lease, Landlord herein shall be
and hereby is entirely freed and relieved of all obligations of Landlord
hereunder thereafter accruing or arising without the necessity of further
agreement between the parties and by operation of such sale or assignment such
purchaser, assignee or lessee agrees that the purchaser, assignee or lessee has
assumed and agreed to observe and perform all obligations of Landlord hereunder.
No such sale or assignment shall be deemed to relieve Landlord for any
obligation arising or accruing under this Lease prior to the effective date of
such sale or assignment. Notwithstanding anything herein contained to the
contrary, it is specifically understood and agreed that there shall be no
personal liability on the part of the Landlord (or its shareholders, venturers
and partners, their shareholders, venturers and partners, and all of their
officers, directors and employees), with respect to any of the terms,
provisions, covenants and conditions of this Lease, and that Tenant shall look
solely to the estate, property and equity of Landlord or such successor in
interest in the Building and subject to the prior rights of any mortgagee or
ground lessee, for the satisfaction of each and every remedy of Tenant in the
event of any breach by Landlord or by such successor in interest of any of the
terms, provisions, covenants and conditions of this Lease to be performed by
Landlord, which exculpation of personal liability shall be absolute and without
exception.

      32.5 Estoppel Certificates. At any time and from time to time but within
10 days after prior written request by Landlord, Tenant will execute,
acknowledge, and deliver to Landlord, promptly upon request, a certificate


                                       21
<PAGE>

certifying if true (a) that this Lease is unmodified and in full force and
effect or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the date and nature of each modification;
(b) the date, if any, to which Rent and other sums payable under this Lease have
been paid; (c) that no written notice of any default has been delivered to
Landlord which default has not been cured, except as to defaults specified in
said certificate; (d) that there is no Event of Default under this Lease or an
event which, with notice or the passage of time, or both, would result in an
Event of Default under this Lease, except for defaults specified in said
certificate; and (e) such other matters as may be reasonably requested by
Landlord. Any such certificate may be relied upon by any prospective purchaser
or existing or prospective mortgagee of the Building. Tenant's failure to
deliver such a certificate within such time will be conclusive evidence of the
matters set forth in it.

      32.6 Waiver of Jury Trial. Landlord and Tenant by this Section 32.6 waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims (except
claims for personal injury or property damage), and any emergency statutory or
any other statutory remedy.

      32.7 Holding Over. Tenant will have no right to remain in possession of
all or any part of the Premises after the expiration of the Term. If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy
will not constitute a renewal or extension of this Lease for any further Term;
and (c) such tenancy may be terminated by Landlord upon the earlier of 30 days'
prior written notice or the earliest date permitted by law. In such event, Base
Rent will be increased to an amount equal to 125% of the Base Rent payable
during the last month of the Term, and any other sums due under this Lease will
be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy will be subject to every other term, condition, and
covenant contained in this Lease.

      32.8 Notices. Any notice, request, demand, consent, approval, or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered, sent by facsimile with
receipt acknowledged, deposited with any nationally recognized overnight carrier
that routinely issues receipts, or deposited in any depository regularly
maintained by the United States Postal Service, postage prepaid, certified mail,
return receipt requested, addressed to the party for whom it is intended at its
address set forth in Section 1.1. Either Landlord or Tenant may add additional
addresses or change its address for purposes of receipt of any such
communication by giving 10 days' prior written notice of such change to the
other party in the manner prescribed in this Section 30.12.

      32.9 Severability. If any provision of this Lease proves to be illegal,
invalid, or unenforceable, the remainder of this Lease will not be affected by
such finding, and in lieu of each provision of this Lease that is illegal,
invalid, or unenforceable a provision will be added as a part of this Lease as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable.

      32.10 Written Amendment Required. No amendment, alteration, modification
of, or addition to the Lease will be valid or binding unless expressed in
writing and signed by Landlord and Tenant. Tenant agrees to make any


                                       22
<PAGE>

modifications of the terms and provisions of this Lease required or requested by
any lending institution providing financing for the Building, provided that no
such modifications will materially adversely affect Tenant's rights and
obligations under this Lease.

      32.11 Entire Agreement. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant. No promises or
representations, except as contained in this Lease, have been made to Tenant
respecting the condition or the manner of operating the Premises or the
Building.

      32.12 Captions. The captions of the various articles and sections of this
Lease are for convenience only and do not necessarily define, limit, describe,
or construe the contents of such articles or sections.

      32.13 Notice of Landlord's Default. In the event of any alleged default in
the obligation of Landlord under this Lease, Tenant will deliver to Landlord
written notice listing the reasons for Landlord's default and Landlord will have
30 days following receipt of such notice to cure such alleged default or, in the
event the alleged default cannot reasonably be cured within a 30 day period, to
commence action and proceed diligently to cure such alleged default. A copy of
such notice to Landlord will be sent to any holder of a mortgage or other
encumbrance on the Building of which Tenant has been notified in writing, and
any such holder will also have the same time periods to cure such alleged
default.

      32.14 Authority. Tenant and the party executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of directors or partners, as the case may be, and agree upon
request to deliver to Landlord a resolution or similar document to that effect.

      32.15 Governing Law. This Lease will be governed by and construed pursuant
to the laws of New York, without regard to principles of conflict of laws.

      32.16 Landlord's Consent. With respect to any provision hereof which
provides for the consent or approval of Landlord, said consent or approval shall
be in writing and shall not be unreasonably withheld. Tenant in no event shall
be entitled to make any claim, and Tenant hereby waives any claim for money
damages, whether by way of set off, counterclaim, defense or otherwise, based
upon any claim or assertion by Tenant that Landlord has unreasonably withheld or
delayed any consent or approval. Tenant's sole remedies shall be an action or
proceeding to enforce any such provision, or for an injunction or declaratory
judgment. To the extent that Tenant is the prevailing party in any such action
or proceeding, Tenant shall be entitled to recover its reasonable attorneys'
fees and costs. All expenses reasonably and verifiably incurred by Landlord in
reviewing and acting upon any request for consent hereunder, including but not
limited to, attorneys' and architects' fees, shall be reimbursed by Tenant to
Landlord, shall be deemed to constitute Additional Rent and shall be paid over
to Landlord on the first day of the month following demand therefor.

      32.17 Binding Effect. The covenants, conditions, and agreements contained
in this Lease will bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors,
and, except as otherwise provided in this Lease, their assigns.


                                       23
<PAGE>

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.

                                         LANDLORD:

                                         ANGELO BALBO MANAGEMENT, LLC

                                         By: /s/ Angelo Balbo
                                             -----------------------------------
                                                  Angelo Balbo, President


                                         TENANT:

                                         GILMAN + CIOCIA, INC.

                                         By: /s/ Michael Ryan
                                             -----------------------------------
                                                  Michael Ryan, President


                                       24
<PAGE>

                                    EXHIBIT A

                    Legal Description of the Land is Annexed

                             TITLE NO. RCA-813-37184

                                   SCHEDULE A

PARCEL I

      ALL that certain plot, piece, or parcel of land situate, lying and being
in the Town of Poughkeepsie, County of Dutchess and State of New York, being
bounded and described as follows:

      BEGINNING at a spike set near the center line of an asphalt concrete drive
adjacent to the edge of the concrete sidewalk, said point being the southeast
corner of Parcel No. 3 and the northeast corner of the herein described parcel;
thence running along the westerly side of Raymond Avenue and more or less along
the westerly edge of the concrete sidewalk the following courses and distances:
South 11 degrees 10' 30" West 16.54 feet; South 16 degrees 32' 30" West 72.83
feet; South 16 degrees 03' 30" West 5.99 feet; South 14 degrees 45' 40" West
33.50 feet and South 14 degrees 24' 30" West 17.05 feet to a nail set in a rock
at the westerly edge of the concrete sidewalk said point being the northeast
corner of lands of Crimswal Realty Company and the southeast corner of the
herein described parcel; thence along the northerly boundary line of Crimswal
Company, North 83 degrees 32' 30" West said boundary line being parallel to and
48 feet distant northerly from the north face of the large brick and block
building standing on the northwest corner of Raymond Avenue and the Poughkeepsie
East Arterial formerly Haight Avenue at this location, a distance of 308.81 feet
to an iron pin found set at the northwest corner of lands of Crimswal Realty
Company and the southwest corner of the herein described parcel; thence running
along the rear line or easterly line of several owners of lots facing Lewis
Avenue and running on the easterly side thereof, North 10 degrees 46' 50" East a
distance of 176.82 feet to an iron pin set at the southwest corner of Parcel No.
2 and the northwest corner of the herein described parcel; thence along the
southerly boundary of Parcel No. 2 South 79 degrees 53' 30" East a distance of
41.65 feet to a spike set in an asphalt concrete blocking lot at the southeast
corner of Parcel No. 2 and the southwest corner of Parcel No. 3; thence along
the southerly boundary line of Parcel No. 3 the following courses and distances:
South 75 degrees 42' 40" East 121.40 feet and South 78 degrees 46' 40" East
156.50 feet to the point and place of BEGINNING.

                SCHEDULE A OF THIS REPORT CONSISTS OF THREE PAGES


                                       25
<PAGE>

                                    EXHIBIT B

                              Rules and Regulations

            1. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons occupying,
using, or entering the Building, or any equipment, finishings, or contents of
the Building, and Tenant will comply with Landlord's reasonable requirements
relative to such systems and procedures. Landlord shall discuss such systems and
procedures with Tenant prior to implementation.

            2. The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenants or used by any
of them for any purpose other than for ingress to and egress from their
respective premises. The halls, passages, exits, entrances, elevators,
escalators, and stairways are not for the general public, and Landlord will in
all cases retain the right to control and prevent access to such halls,
passages, exits, entrances, elevators, and stairways of all persons whose
presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation, and interests of the Building and its tenants, provided
that nothing contained in these rules and regulations will be construed to
prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No tenant and no employee or invitee of any tenant will go upon the
roof of the Building. No tenant will be permitted to place or install any object
(including without limitation radio and television antennas, loudspeakers, sound
amplifiers, microwave dishes, solar devices, or similar devices) on the exterior
of the Building or on the roof of the Building.

            3. No sign, placard, picture, name, advertisement, or written notice
visible from the exterior of the Premises will be inscribed, painted, affixed,
or otherwise displayed by Tenant on any part of the Building or the Premises
without the prior written consent of Landlord. All approved signs or lettering
on doors will be printed, painted, affixed, or inscribed at the expense of the
Tenant by a person approved by Landlord. Other than draperies expressly
permitted by Landlord and Building standard mini-blinds, material visible from
outside the Building will not be permitted. In the event of the violation of
this rule by Tenant, Landlord may remove the violating items without any
liability, and may charge the expense incurred by such removal to the Tenant.

            4. No cooking will be done or permitted by any tenant on the
Premises, except in areas of the Premises which are specially constructed for
cooking and except that use by the Tenant of microwave ovens and Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate, and
similar beverages will be permitted, provided that such use is in accordance
with all applicable federal, state, and city laws, codes, ordinances, rules, and
regulations.

            5. No smoking shall be done or permitted by any tenant or by any
agent, employee, guest or invitee of any tenant in the Common Areas.


                                       26
<PAGE>

            6. The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

            7. No tenant will in any way deface any part of the Premises or the
Building. In those portions of the Premises where carpet has been provided
directly or indirectly by Landlord, Tenant will at its own expense install and
maintain pads to protect the carpet under all furniture having casters other
than carpet casters.

            8. Tenant will not alter, change, replace, or rekey any lock or
install a new lock or a knocker on any door of the Premises. Landlord, its
agent, or employees will retain a pass (master) key to all door locks on the
Premises. Any new door locks required by Tenant or any change in keying of
existing locks will be installed or changed by Landlord following Tenant's
written request to Landlord and will be at Tenant's expense. All new locks and
rekeyed locks will remain operable by Landlord's pass (master) key. Landlord
will furnish each Tenant, free of charge, with two (2) keys to each door lock on
the Premises. Landlord will have the right to collect a reasonable charge for
additional keys requested by any Tenant. Tenant, upon termination of its
tenancy, will deliver to Landlord all keys for the Premises and Building that
have been furnished to such Tenant.

            9. No tenant will use or keep in the Premises or the Building any
kerosene, gasoline, or inflammable or combustible or explosive fluid or material
or chemical substance other than limited quantities of such materials or
substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required in such
tenant's normal operations in the Premises. Without Landlord's prior written
approval, no tenant will use any method of heating or air conditioning other
than that supplied by Landlord. No tenant will use or keep or permit to be used
or kept any foul or noxious gas or substance in the Premises.

            10. Landlord will have the right, exercisable upon written notice
and without liability to any tenant, to change the name and street address of
the Building.

            11. Landlord will have the right to prohibit any advertising by
Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability, and upon written
notice from Landlord, Tenant will refrain from or discontinue such advertising.

            12. Tenant will not bring any animals or birds into the Building,
and will not permit bicycles or other vehicles inside or on the sidewalks
outside the Building except in areas designated from time to time by Landlord
for such purposes.

            13. Tenant will store all its trash and garbage within the Premises
or in receptacles provided by Landlord. No material will be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage without being in violation of any law or ordinance governing
such disposal. Removal of any furniture or furnishings, large equipment, packing


                                       27
<PAGE>

crates and packing materials will be the responsibility of each tenant and such
items may not be disposed of in the Building trash receptacles. No furniture,
appliances, equipment, or flammable products of any type may be disposed of in
the Building trash receptacles.

            14. Canvassing, peddling, soliciting, and distributing handbills or
any other written materials in the Building are prohibited, and each tenant will
cooperate to prevent the same.

            15. The requirements of the tenants will be attended to only upon
application by written, personal, or telephone notice to Landlord at the
Landlord's Address. Employees of Landlord will not perform any work or do
anything outside of their regular duties unless under special instructions from
Landlord.

            16. A directory of the Building will be provided for the display of
the name and location of tenants only. All entries on the Building directory
display will conform to standards and style set by Landlord in its sole
discretion. . No Tenant will have any right to the use of any exterior sign.

            17. Tenant will see that the doors of the Premises are closed and
locked and that all water faucets, water apparatus, and utilities are shut off
before Tenant or Tenant's employees leave the Premises, so as to prevent waste
or damage, and for any default or carelessness in this regard Tenant will make
good all injuries sustained by other tenants or occupants of the Building or
Landlord.

            18. Tenant will not conduct itself in any manner that is
inconsistent with the character of the Building or that will impair the comfort
and convenience of other tenants in the Building.

            19. Neither Landlord nor any operator of the Parking Areas will be
liable for loss of or damage to any vehicle or any contents of such vehicle or
accessories to any such vehicle, or any property left in any of the Parking
Areas, resulting from fire, theft, vandalism, accident, conduct of other users
of the Parking Areas and other persons, or any other casualty or cause. Further,
Tenant understands and agrees that: (a) Landlord will not be obligated to
provide any traffic control, security protection or operator for the Parking
Areas ; (b) Tenant uses the Parking Areas at its own risk; and (c) Landlord will
not be liable for personal injury or death, or theft, loss of, or damage to
property. Except to the extent caused by Landlord's negligent act or omission,
Tenant waives and releases Landlord from any and all liability arising out of
the use of the Parking Areas by Tenant, its employees, agents, invitees, and
visitors, whether brought by any of such persons or any other person.

            20. Tenant (including Tenant's employees, agents, invitees, and
visitors) will use the Parking Areas solely for the purpose of parking passenger
model cars, small vans, and small trucks and will comply in all respects with
any rules and regulations that may be promulgated by Landlord from time to time
with respect to the Parking Areas. The Parking Areas may be used by Tenant, its
agents, or employees, for occasional overnight parking of vehicles, but shall
not under any circumstances be used by Tenant or its agents or employees for the
display or parking of vehicles advertised as being for sale. Tenant will ensure
that any vehicle parked in any of the Parking Areas will be kept in proper
repair and will not leak excessive amounts of oil or grease or any amount of


                                       28
<PAGE>

gasoline. If any of the Parking Areas are at any time used (a) for any purpose
other than parking as provided above; (b) in any way or manner reasonably
objectionable to Landlord; or (c) by Tenant after default by Tenant under the
Lease, Landlord, in addition to any other rights otherwise available to
Landlord, may consider such default an Event of Default under the Lease.

            21. Tenant's right to use the Parking Areas will be in common with
other tenants of the Building and with the tenants of 9 Raymond Avenue.

            22. Tenant has no right to assign or sublicense any of its rights in
the Parking Areas, except as part of a permitted assignment or sublease of the
Lease.

            23. No act or thing done or omitted to be done by Landlord or
Landlord's agent during the Term of the Lease in connection with the enforcement
of these rules and regulations will constitute an eviction by Landlord of any
Tenant nor will it be deemed an acceptance of surrender of the Premises by any
Tenant, and no agreement to accept such termination or surrender will be valid
unless in a writing signed by Landlord. The delivery of keys to any employee or
agent of Landlord will not operate as a termination of the Lease or a surrender
of the Premises unless such delivery of keys is done in connection with a
written instrument executed by Landlord approving the termination or surrender.

            24. In these rules and regulations, Tenant includes the employees,
agents, invitees, and licensees of Tenant and others permitted by Tenant to use
or occupy the Premises.

            25. These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.


                                       29
<PAGE>

                                 LEASE AGREEMENT

            THIS LEASE AGREEMENT is made as of this 30th day of June, 2006 by
and between GILMAN + CIOCIA, INC., a Delaware corporation having its principal
office at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the "Tenant") and,
ANGELO BALBO MANAGEMENT, LLC, a New York limited liability company having an
office at 18 Millbank Road, Poughkeepsie, NY 12603 (the "Landlord").

            NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

ARTICLE 1 BASIC LEASE INFORMATION

      1.1 Basic Lease Information. As used in this Lease, the following basic
lease terms shall have the meanings ascribed thereto:

      (a)   Lease Date: June 30, 2006

      (b)   Landlord's Address:

                  18 Millbank Road

                  Poughkeepsie, NY 12603

                  with a copy at the same time to:

                  Michael Kistner, Esq.

                  2 Raymond Avenue

                  Poughkeepsie, NY 12603

      (c)   Tenant's Address:

                  Gilman + Ciocia, Inc.
                  11 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Attention: Legal Department

      (d)   Building Address:

                  11 Raymond Avenue
                  Poughkeepsie, NY 12603

      (e)   Premises: Suite 31, containing approximately 2,859 gross rentable
            square feet, and containing approximately 2,488 net useable square
            feet.

<PAGE>

      (f)   Tenant's Pro Rata Share: A percentage, based upon the ratio of the
            gross rentable square footage of the Premises to the total gross
            rentable square footage of the Building and 9 Raymond Avenue.
            Tenant's Pro Rata Share, based upon the current rentable square
            footage of the Building and 9 Raymond Avenue and the current
            rentable square footage of the Premises, is 2,859/34,631, 8.26%.

      (g)   Term: 36 months, beginning on the Commencement Date and expiring on
            the Expiration Date.

      (h)   Commencement Date: July 1, 2006.

      (i)   Expiration Date: June 30, 2009 unless adjusted or sooner terminated
            as provided herein.

      (j)   Security Deposit: None.

      (k)   Base Rent: Throughout the Term, Base Rent shall be $30,302.00 per
            year, and $2,525.00 per month. The Base Rent shall increase by three
            (3%) percent on July 1st of each year during the Term.

      (l)   Broker: None.

      (m)   Estimated Monthly Additional Rent Charge (not including Tenant's Pro
            Rata Share of Taxes): $715.00.

      1.2 Additional Definitions. As used in this Lease, the following terms
shall have the meanings ascribed thereto:

      (a) Additional Rent: Any amounts that this Lease requires Tenant to pay in
addition to Base Rent.

      (b) Building: 11 Raymond Avenue and related improvements (including,
without limitation, parking lots, walkways, driveways, fences and landscaping)
of which the Premises are a part.

      (c) Common Areas: The hallways, entryways, stairs, elevators, driveways,
parking lot, walkways, restrooms, trash facilities, and all other areas and
facilities in and about the Building that are provided and designated from time
to time by Landlord for the general nonexclusive use and convenience of Tenant
with Landlord and other tenants of the Building and their respective employees,
invitees, licensees or visitors.

      (d) Land: The land on which the Building is located, which is described on
Exhibit A.

      (e) Parking Areas: Those portions of the parking lots adjacent to the
Building which Landlord shall from time to time designate for use by the tenants
of the Building for parking.

      (f) Prime Rate: The rate of interest from time to time announced by
Citibank as its prime rate of interest.


                                       2
<PAGE>

      (g) Rent: The Base Rent and Additional Rent.

If any other provision of this Lease contradicts any definition of this Article,
the other provision will prevail.

      1.3 Exhibits. The following exhibits are attached to and made a part of
this Lease:

            EXHIBIT A -- Legal Description of the Land

            EXHIBIT B -- Rules and Regulations

ARTICLE 2 AGREEMENT

      2.1 Grant of Lease. Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, on the terms and conditions set forth in this
Lease.

ARTICLE 3 DELIVERY OF PREMISES

      3.1 Delivery of Possession.

      (a) The Premises shall be delivered to the Tenant as of July 1, 2006.

      (b) Tenant acknowledges that neither Landlord nor its agents or employees
have made any representations or warranties as to the suitability or fitness of
the Premises for the conduct of Tenant's business or for any other purpose.
Landlord and its agents or employees have not agreed to undertake any
alterations or construct any Tenant improvements to the Premises.

ARTICLE 4 BASE RENT

      4.1 Payment of Base Rent. Throughout the Term, Tenant will pay Base Rent
to Landlord in monthly installments, the first of which shall become due on the
Commencement Date with successive installments to become due on the first day of
each successive calendar month thereafter. Base Rent will be paid to Landlord,
without written notice or demand, and without deduction or offset, in lawful
money of the United States of America at Landlord's Address, or to such other
address as Landlord may from time to time designate in writing.

      4.2 Late Payment. In the event that any payment of Rent due hereunder
shall not be paid by the tenth (10th) day after which it is due, a late charge
of 5% for each dollar not paid may be charged by Landlord for each month or part
thereof that the same remains overdue. This charge shall be in addition to and
not in lieu of any other remedy Landlord may have and is in addition to any
reasonable fees and charges of any agents or attorneys Landlord may employ as a
result of any default in the payment of Rent hereunder, whether authorized
herein or by law. Any such "late charges" if not previously paid shall, at the
option of Landlord, be added to and become part of the succeeding Rent payment
to be made hereunder and shall be deemed to constitute Additional Rent.


                                       3
<PAGE>

ARTICLE 5 REAL ESTATE AND ASSESSMENTS

      5.1 Tenant's Obligation to Pay Taxes. Tenant covenants and agrees that it
shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of all real
property taxes and assessments of whatever kind and nature, including water and
sewer rents, special assessments and payments in lieu of taxes levied, imposed,
assessed or fixed on or against the Building and the Land or arising from the
use, occupancy or possession thereof, during the Term hereof (hereinafter
collectively referred to as the "Taxes").

      5.1 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a Taxes estimated payment (the
"Estimated Taxes Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $1072 per month.

      (b) The Landlord shall re-compute the Estimated Taxes Payment on July 1 of
each year during the Term. The Estimated Taxes Payment so recomputed shall not
increase by more than ten (10%) percent each year.

      (c) Within two (2) months following the issuance of each real estate tax
bill of each year during the Term, the Landlord shall send to the Tenant a
Statement showing the actual real estate tax on the bill as compared to the
estimate for such tax collected. If the actual real estate taxes on the bill
exceed the total Estimated Taxes Payments for such tax during the concluded
year, the Tenant shall pay the difference to the Landlord within thirty (30)
days from the date of the Statement. If the total Estimated Taxes Payments for
such tax exceed the actual real estate taxes for the year, the Landlord shall
pay the difference to the Tenant within thirty (30) days form the date of the
Statement.

      (d) In the event that any Estimated Taxes Payment due hereunder shall not
be paid by the tenth (10th) day after which it is due, a late charge of 5% for
each dollar not paid may be charged by Landlord for each month or part thereof
that the same remains overdue. This charge shall be in addition to and not in
lieu of any other remedy Landlord may have and is in addition to any reasonable
fees and charges of any agents or attorneys Landlord may employ as a result of
any default in the payment of Rent hereunder, whether authorized herein or by
law. Any such "late charges" if not previously paid shall, at the option of
Landlord, be added to and become part of the succeeding Rent payment to be made
hereunder and shall be deemed to constitute Additional Rent.

      5.2 Contest by Landlord. Landlord shall have the right, after reasonable
consultation with Tenant, to contest in good faith any Tax or assessment at
Landlord's cost and expense. Tenant shall be entitled to its Pro Rata Share of
the net proceeds of any refund received by the Landlord as a result of any such
contest.

      5.3 Contest by Tenant. In the event that Landlord shall fail to contest
any Tax or assessment, Tenant shall have the right to contest such tax or
assessment in good faith, at its own cost and expense, provided, however, that
notwithstanding such contest, (1) Tenant shall pay when due its Pro Rata Share
of any Taxes; (2) Tenant shall comply with all applicable laws, rules and
regulations regarding the payment of Taxes; (3) Tenant shall not take any action
which would adversely affect, threaten or jeopardize the interest of the
Landlord in the Building or the Land; and (4) Tenant shall promptly pay,
indemnify and save Landlord harmless from, all penalties and interest which may
be charged or imposed as a result of or during the pendency of, any such


                                       4
<PAGE>

contest. In the event of any such contest by Tenant, Landlord agrees to
reasonably cooperate with Tenant, provided, however, that such cooperation shall
be without any cost or expense to Landlord and shall not be construed so as to
require the Landlord to withhold the payment of any Tax, interest or penalty
otherwise due and owing to, or charged by, any taxing authority.

      5.4 Adjustments for Partial Lease Years. It is further agreed that for the
first and last lease years of the Term, the portion of all Taxes, other than
such as result from assessments attributable to Tenant, to be paid by the Tenant
shall be pro rated, depending on the proportion which each such lease year shall
bear to the tax year in which it falls.

      5.5 Other Taxes Imposed on Landlord. Tenant shall not be obligated or
required hereunder to pay any franchise, excise, corporate, estate, inheritance,
succession, capital levy or transfer tax of Landlord, or any income, profit or
revenue tax upon the income or receipts of Landlord.

      5.6 Taxes Attributable to Tenant. Tenant shall be responsible for and
shall pay prior to the time when such payment shall be deemed delinquent, all
Taxes assessed during the Term against any leasehold interest, or any
improvements, alterations, additions, fixtures or personal property of any
nature placed in, on or about the Premises by the Tenant, whether such tax shall
have been levied or assessed against Landlord or Tenant.

ARTICLE 6 ADDITIONAL RENT

      6.1 In addition to all other rental charges provided for in this Lease,
Tenant agrees to pay as Additional Rent:

      (a) Its Pro Rata Share of the following costs and expenses incurred by
Landlord in connection with the operation, maintenance and non-structural repair
of the Building ("CAM Charges"): utilities, insurance, cleaning, snow removal,
parking lot cleaning and other "routine maintenance". "Routine maintenance" is
defined to mean those items having a maintenance cycle of annually or more
frequently. The Tenant shall not be responsible for "periodic maintenance"
items. "Periodic maintenance" is defined as those items with a maintenance cycle
of less than annually (e.g., re-sealing the parking lot).

      (b) One hundred percent (100%) of the cost of any janitorial or other
service furnished exclusively to the Premises.

      6.2 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a CAM Charges estimated
payment (the "Estimated Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $715.00 per month.
The Estimated Payment shall apply to a CAM Charge item that exceeds a cost of
$4,000 (a "Large Item") at the Tenant's option. The Tenant may pay a Large Item,
at its option, within 30 days of being billed by the Landlord for the Large Item
instead of having the Large Item paid out of the Estimated Payments.


                                       5
<PAGE>

      (b) The Landlord shall re-compute the Estimated Payment on July 1 of each
year during the Term. The Estimated Payment so recomputed shall not increase by
more than ten (10%) percent each year.

      (c) Within two (2) months following July 1 of each year during the Term,
the Landlord shall send to the Tenant a Statement showing the actual CAM Charges
for the concluded year. If the actual CAM Charges exceed the total Estimated
Payments for the concluded year, the Tenant shall pay the difference to the
Landlord within thirty (30) days from the date of the Statement. If the total
Estimated Payments exceed the actual CAM Charges for the year, the Landlord
shall pay the difference to the Tenant within thirty (30) days form the date of
the Statement.

      (d) Within ten (10) business days of Tenant's written request, Landlord
will make available for inspection at Landlord's office during regular business
backup information with respect to the CAM Charges. The Tenant may only make one
request for backup information each month. The Landlord shall send to the Tenant
the backup information for Any Large Item expense within thirty (30) days of the
expense.

      (e) In the event that any Estimated Payment due hereunder shall not be
paid by the tenth (10th) day after which it is due, a late charge of 5% for each
dollar not paid may be charged by Landlord for each month or part thereof that
the same remains overdue. This charge shall be in addition to and not in lieu of
any other remedy Landlord may have and is in addition to any reasonable fees and
charges of any agents or attorneys Landlord may employ as a result of any
default in the payment of Rent hereunder, whether authorized herein or by law.
Any such "late charges" if not previously paid shall, at the option of Landlord,
be added to and become part of the succeeding Rent payment to be made hereunder
and shall be deemed to constitute Additional Rent.

      6.3 Under no circumstances shall the CAM Charges be construed so as to
impose upon Tenant any obligation for expenses incurred by Landlord with respect
to (a) replacement or re-sealing of blacktop, (b) traffic control devices not
located on the Land, (c) depreciation on the Building or on machinery and
equipment used in the management, operation, maintenance and repair of the
Building or the Land, (d) capital improvements or (e) structural repairs
(including the roof).

ARTICLE 7

      7.1 Tenant's Insurance. At all times during the Term, Tenant will carry
and maintain, at Tenant's expense, the following insurance, in the amounts
specified below or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on forms satisfactory to
Landlord:

      (d) Commercial general liability insurance with coverage for bodily injury
and property damage liability, with a combined single occurrence limit of not
less than $2,000,000. All such insurance shall include contractual liability
coverage for the performance by Tenant of the indemnity agreements set forth in
this Lease;

      (e) Insurance covering all of Tenant's furniture and fixtures, machinery,
equipment, stock, and any other personal property owned and used in Tenant's
business and found in, on, or about the Building, and any leasehold improvements


                                       6
<PAGE>

to the Premises in an amount not less than the full replacement cost. Property
forms shall provide coverage on a broad form basis insuring against "all risks
of direct physical loss." All policy proceeds will be used for the repair or
replacement of the property damaged or destroyed; however, if this Lease ceases
under the provisions of Article 20, Tenant will be entitled to any proceeds
resulting from damage to Tenant's furniture and fixtures, machinery, equipment,
stock, and any other personal property;

      (f) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
State of New York; and

      7.2 Forms of Policies. Certificates of insurance, together with copies of
the endorsements, when applicable, naming Landlord as an additional insured,
will be delivered to Landlord promptly following the Lease Date, but in no event
later than five (5) days prior to Tenant's occupancy of the Premises and from
time to time at least 10 days prior to the expiration of the term of each such
policy.. All commercial general liability or comparable policies maintained by
Tenant will name Landlord as an additional insured, entitling Landlord to
recover under such policies for any loss sustained by Landlord, its agents, and
employees as a result of the acts or omissions of Tenant. All such policies
maintained by Tenant will provide that they may not be terminated nor may
coverage be reduced below the minimums herein except after 30 days' prior
written notice to Landlord. All commercial general liability and property
policies maintained by Tenant will be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord may carry.

      7.3 Waiver of Subrogation. Landlord and Tenant each waive any and all
rights to recover against the other or against any other tenant or occupant of
the Building, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees or business visitors of such
other party or of such other tenant or occupant of the Building, for any loss or
damage to such waiving party arising from any cause covered by any property
insurance required to be carried by such party pursuant to this Article 7 or any
other property insurance actually carried by such party to the extent of the
limits of such policy. Landlord and Tenant from time to time will cause their
respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the
Building or the Premises or the contents of the Building or the Premises. Tenant
agrees to cause all other occupants of the Premises claiming by, under, or
through Tenant to execute and deliver to Landlord such a waiver of claims and to
obtain such waiver of subrogation rights endorsements

      7.4 Adequacy of Coverage. Landlord, its agents, and employees make no
representation that the limits of liability specified to be carried by Tenant
pursuant to this Article 7 are adequate to protect Tenant. If Tenant believes
that any of such insurance coverage is inadequate, Tenant will obtain such
additional insurance coverage as Tenant deems adequate, at Tenant's sole
expense.

ARTICLE 8

      8.1 Tenant's Use of the Premises. The Premises will be used by Tenant
solely as a business office, including, but not limited to: general business
operations, broker dealer operations, accounting, tax return preparation,
financial planning and brokerage services, and broker dealer operations. Tenant


                                       7
<PAGE>

acknowledges and agrees that, Tenant will use the Premises in a careful, safe,
and proper manner. Tenant will not use or permit the Premises to be used or
occupied for any purpose or in any manner prohibited by any applicable laws.
Tenant will not commit waste or suffer or permit waste to be committed in, on,
or about the Premises. Tenant will conduct its business and control its
employees, agents, and invitees in such a manner as not to create any nuisance
or interfere with, annoy, or disturb any other tenant or occupant of the
Building or Landlord in its operation of the Building.

ARTICLE 9 REQUIREMENTS OF LAW; FIRE INSURANCE

      9.1 General. At its sole cost and expense, Tenant will promptly comply
with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or in force after the Lease Date, with the
requirements of any board of fire underwriters or other similar body, with any
direction or occupancy certificate issued pursuant to any law by any public
officer or officers, insofar as they relate to the condition, use, or occupancy
of the Premises, excluding requirements of structural changes to the Premises or
the Building, unless required by the unique nature of Tenant's use or occupancy
of the Premises.

      9.2 Hazardous Materials.

      (a) For purposes of this Lease, "Hazardous Materials" means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation substances defined as "hazardous substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ss.ss. 9601-9657; the Hazardous Materials Transportation Act
of 1975, 49 U.S.C. ss.ss. 1801-1812; the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. ss.ss. 6901-6987; or any other federal, state, or local
statute, law, ordinance, code, rule, regulation, order, or decree regulating,
relating to, or imposing liability or standards of conduct concerning hazardous
materials, waste, or substances now or at any time hereafter in effect
(collectively, "Hazardous Materials Laws").

      (b) Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the
Building by Tenant, its agents, employees, or contractors. Tenant will not
permit the Premises to be used or operated in a manner that may cause the
Premises or the Building to be contaminated by any Hazardous Materials in
violation of any Hazardous Materials Laws. Tenant will immediately advise
Landlord in writing of (i) any and all enforcement, cleanup, remedial, removal,
or other governmental or regulatory actions instituted, completed, or threatened
pursuant to any Hazardous Materials Laws relating to any Hazardous Materials
affecting the Premises; and (ii) all claims made or threatened by any third
party against Tenant, Landlord, or the Premises relating to damage,
contribution, cost recovery, compensation, loss, or injury resulting from any
Hazardous Materials on or about the Premises. Without Landlord's prior written
consent, Tenant will not take any remedial action or enter into any agreements
or settlements in response to the presence of any Hazardous Materials in, on, or
about the Premises.

      (c) Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs, and liabilities, including attorneys' fees and costs, arising out of or
in connection with Tenant's breach of its obligations in this Article 9. Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all claims, costs,
and liabilities, including attorneys' fees and costs, arising out of or in
connection with the removal, cleanup, and restoration work and materials


                                       8
<PAGE>

necessary to return the Premises and any other property of whatever nature
located on the Building to their condition existing prior to the appearance of
Tenant's Hazardous Materials on the Premises. Tenant's obligations under this
Article 10 will survive the expiration or other termination of this Lease.

      9.3 Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would (a) jeopardize or be
in conflict with fire insurance policies covering the Building or fixtures and
property in the Building; (b) increase the rate of fire insurance applicable to
the Building to an amount higher than it otherwise would be for use of the
Building as an office/warehouse; or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property by reason of
any business or operation being carried on upon the Premises.

ARTICLE 10 ASSIGNMENT AND SUBLETTING

      10.1 General. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors, and assigns, covenants that
it will not assign, mortgage, or encumber this Lease, nor sublease, nor permit
the Premises or any part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each instance, which consent
will not be unreasonably withheld or delayed. Any assignment or sublease in
violation of this Article 10 will be void. If this Lease is assigned, or if the
Premises or any part of the Premises are subleased or occupied by anyone other
than Tenant, Landlord may, after default by Tenant, collect rent from the
assignee, subtenant, or occupant, and apply the net amount collected to Rent. No
assignment, sublease, occupancy, or collection will be deemed (a) a waiver of
the provisions of this Section 10.1; (b) the acceptance of the assignee,
subtenant, or occupant as Tenant; or (c) a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant contained in this
Lease. The consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from obtaining Landlord's prior written consent in
writing to any further assignment or sublease. No permitted subtenant may assign
or encumber its sublease or further sublease all or any portion of its subleased
space, or otherwise permit the subleased space or any part of its subleased
space to be used or occupied by others, without Landlord's prior written consent
in each instance.

      10.2 Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord (a)
the name and address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its proposed use of the space;
(d) banking, financial, or other credit information reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed form of assignment or
sublease for Landlord's reasonable approval.

      10.3 Prohibited Transfers. The transfer of a majority of the issued and
outstanding capital stock of any corporate Tenant or subtenant of this Lease, or
a majority of the total interest in any partnership Tenant or subtenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of this Lease or of such
sublease requiring Landlord's consent in each instance.


                                       9
<PAGE>

      10.4 Permitted Transfer. No Landlord consent shall be necessary in the
case of an assignment of this Lease or sublease of all or part of the Premises
to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any
corporation into or with which Tenant may be merged or consolidated; provided
that Tenant promptly provides Landlord with a fully executed copy of such
assignment or sublease, Tenant shall remain liable under the terms of this
Lease, and the resulting or surviving entity has a net worth at the time of such
assignment, equal to or in excess of Tenant's.

      10.5 Remedies. If Tenant believes that Landlord has unreasonably withheld
its consent pursuant to this Article 10, Tenant's sole remedy will be to seek a
declaratory judgment that Landlord has unreasonably withheld its consent or an
order of specific performance or mandatory injunction of the Landlord's
agreement to give its consent. In the event that Tenant successfully obtains any
such declaratory judgment and such judgment is not overturned on appeal, Tenant
shall be entitled to its reasonable attorney's fees and court costs with respect
thereto.

ARTICLE 11 RULES AND REGULATIONS

      11.1 Landlord's Rules and Regulations. Tenant and its employees, agents,
licensees and visitors will at all times observe faithfully, and comply strictly
with, the rules and regulations set forth in Exhibit B. Landlord may from time
to time reasonably amend, delete, or modify existing rules and regulations, or
adopt reasonable new rules and regulations for the use, safety, cleanliness, and
care of the Premises and the Building, and the comfort, quiet, and convenience
of occupants of the Building, provided that no such new rules or regulations
shall materially increase Tenant's responsibilities nor materially decrease
Tenant's rights hereunder. Modifications or additions to the rules and
regulations will be effective upon 30 days' prior written notice to Tenant from
Landlord. In the event of any breach of any rules or regulations or any
amendments or additions to such rules and regulations, Landlord will have all
remedies that this Lease provides for default by Tenant, and will in addition
have any remedies available at law or in equity, including the right to enjoin
any breach of such rules and regulations. Landlord will not be liable to Tenant
for violation of such rules and regulations by any other tenant, its employees,
agents, visitors, or licensees or any other person. In the event of any conflict
between the provisions of this Lease and the rules and regulations, the
provisions of this Lease will govern.

ARTICLE 12 COMMON AREAS

      12.1 Tenant's Use of the Common Areas. Landlord grants Tenant, its
employees, invitees, licensees, and other visitors a nonexclusive license for
the Term to use the Common Areas with others, subject to the terms and
conditions of this Lease. Without advance written notice to Tenant, except with
respect to matters covered by subsection (a) below, and without any liability to
Tenant in any respect, provided Landlord will take no action permitted under
this Article 12 in such a manner as to materially impair or adversely affect
Tenant's substantial benefit and enjoyment of the Premises, Landlord will have
the right to:

      (d) Close off any of the Common Areas to whatever extent required in the
opinion of Landlord and its counsel to prevent a dedication of any of the Common
Areas or the accrual of any rights by any person or the public to the Common
Areas;


                                       10
<PAGE>

      (e) Temporarily close any of the Common Areas for necessary maintenance,
alteration, or improvement purposes; and

      (f) Change the size, use, shape, or nature of any such Common Areas,
including erecting additional buildings on the Common Areas, expanding the
Building or other buildings to cover a portion of the Common Areas, converting
Common Areas to a portion of the Building or other buildings, or converting any
portion of the Building (excluding the Premises) or other buildings to Common
Areas, provided that, without Tenant's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, no such change in
the Common Areas shall materially impair ingress and egress to and from the
Premises. Upon erection of any additional buildings or change in Common Areas,
the portion of the Building upon which buildings or structures have been erected
will no longer be deemed to be a part of the Common Areas.

ARTICLE 13 LANDLORD'S REPAIR AND MAINTENANCE

      13.1 Landlord's Repair of Building. Landlord shall make necessary
structural repairs to the Building and shall keep in good order, condition and
repair all mechanical systems (including, but not limited to, electrical,
plumbing, heating, ventilation and air conditioning systems) servicing the
Common Areas or the entire Building, and the exterior foundations, downspouts,
gutters and roof of the Building, excluding, however, all windows, doors, plate
glass, signs and all repairs required by any casualty. For the purpose of this
Lease, a structural repair shall be defined as any structural repair to the
steel frame, footings, foundations, masonry walls, and roof of the Building. To
the extent that any repairs, whether structural or otherwise, result from damage
caused by any act, omission or negligence of Tenant, any subtenant or
concessionaire, or their respective employees, agents, invitees, licensees or
contractors, such repairs shall be performed by Landlord at the cost and expense
of Tenant, which expenses shall constitute Additional Rental.

      13.2 Landlord's Repair of Common Areas. Landlord further agrees to
maintain and repair and keep in good order and condition, reasonably clean and
free from snow, dirt and rubbish, all Common Areas. The costs and expenses
incurred by Landlord for maintenance, repairs, utilities, janitorial service,
refuse and snow removal and security of the Common Areas shall be performed to
ensure the proper quality and the preservation of the reputation of the
Building.

      13.3 Limitation on Liability. Landlord will not be in default under this
Lease or be liable to Tenant or any other person for direct or consequential
damage, or otherwise, for any failure to supply any heat, air conditioning,
cleaning, lighting, security; for surges or interruptions of electricity; or for
other services Landlord has agreed to supply during any period when Landlord
uses reasonable diligence to supply such services. Landlord will use reasonable
efforts to diligently remedy any interruption in the furnishing of such
services. Landlord reserves the right temporarily to discontinue such services
at such times as may be necessary by reason of accident; repairs, alterations or
improvements; strikes; lockouts; riots; acts of God; governmental preemption in
connection with a national or local emergency; any rule, order, or regulation of
any governmental agency; conditions of supply and demand that make any product
unavailable; Landlord's compliance with any mandatory governmental energy
conservation or environmental protection program, or any voluntary governmental
energy conservation program at the request of or with consent or acquiescence of
Tenant; or any other happening beyond the control of Landlord. Landlord will not
be liable to Tenant or any other person or entity for direct or consequential
damages resulting from the admission to or exclusion from the Building of any
person. In the event of invasion, mob, riot, public excitement, strikes,
lockouts, or other circumstances rendering such action advisable in Landlord's
sole opinion, Landlord will have the right to prevent access to the Building


                                       11
<PAGE>

during the continuance of the same by such means as Landlord, in its sole
discretion, may deem appropriate, including without limitation locking doors and
closing Parking Areas and other Common Areas. Except to the extent occasioned by
Landlord's negligence or intentional misconduct, Landlord will not be liable for
damages to person or property or for injury to, or interruption of, business for
any discontinuance permitted under this Article 13. Under no circumstances will
any such discontinuance in any way be construed as an eviction of Tenant or
cause an abatement of Rent or operate to release Tenant from any of Tenant's
obligations under this Lease.

ARTICLE 14 TENANT'S CARE OF THE PREMISES

      14.1 Maintenance of the Premises.

      (a) Tenant, at its sole cost and expense, shall take good care of the
Premises and shall keep, repair, replace and maintain the Premises (including
any electrical, plumbing, heating, ventilation, air conditioning and other
mechanical systems exclusively servicing the Premises and Tenant's equipment,
personal property and trade fixtures located in the Premises, which mechanical
systems shall be free of defects and in good working order on the date of
Delivery of Possession ) in good order, condition and repair, and each and every
part thereof (including, without limitation, painting and decorating), excepting
only such matters that are expressly stated herein to be within the Landlord's
obligation to maintain, and shall not cause nor permit any snow, ice, dirt,
debris or rubbish to be put, placed or maintained on the sidewalks, driveways,
parking lots, yards, entrances and curbs, in, on or adjacent to the Premises.
Tenant further agrees not to use the Premises or permit the Premises to be used
in any manner as to cause excessive depreciation of or to the Building, and
agrees not to cause nor permit waste of or damage or nuisance to, in, or about
the Premises or the Building.

      (b) Tenant shall have no right of access to the roof of the Premises or
the Building and shall not install, repair, place or replace any aerial, fan,
air conditioner or other device on the roof of the Premises or the Building
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Any aerial, fan, air conditioner or device installed
without such written consent shall be subject to removal, at Tenant's expense,
without notice at any time. Landlord shall repair at Tenant's expense, any
damage to the Building or roof resulting from the installation, repair, use, or
replacement of any such air conditioner or other device.

ARTICLE 15 ALTERATIONS

      15.1 General.

            1. During the Term, Tenant will not make or allow to be made any
alterations, additions, or improvements to or of the Premises or any part of the
Premises, or attach any fixtures or equipment to the Premises, without first
obtaining Landlord's written consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, Tenant shall have the right to make
interior, non-structural alterations in an amount not exceeding $50,000 in the
aggregate over the Term.


                                       12
<PAGE>

      (b) Subject to Tenant's rights in Article 18, all alterations, additions,
fixtures, and improvements, whether temporary or permanent in character, made in
or upon the Premises either by Tenant or Landlord, will immediately become
Landlord's property and at the end of the Term will remain on the Premises
without compensation to Tenant, unless when consenting to such alterations,
additions, fixtures, or improvements, Landlord has advised Tenant in writing
that such alterations, additions, fixtures, or improvements must be removed at
the expiration or other termination of this Lease.

      15.2 Free-Standing Partitions. Tenant will have the right to install
free-standing work station partitions in that portion of the Premises designated
by Landlord as office space, without Landlord's prior written consent, so long
as no building or other governmental permit is required for their installation
or relocation; however, if a permit is required, Landlord will not unreasonably
withhold its consent to such relocation or installation. Any free-standing work
station partitions purchased by Tenant will be part of Tenant's trade fixtures
for all purposes under this Lease. Any other partitions installed in the
Premises are and will be Landlord's property for all purposes under this Lease.

      15.3 Landlord Alterations. Any modifications or renovations of the lobby,
the second and third floor hallways, the stairways or any of the bathrooms shall
require the prior written approval of Tenant, which approval shall not be
unreasonably withheld.

      15.4 Removal. If Landlord has required Tenant to remove any or all
alterations, additions, fixtures, and improvements that are made in or upon the
Premises pursuant to this Article 15, Tenant will remove such alterations,
additions, fixtures, and improvements at Tenant's sole cost and will restore the
Premises to the condition in which they were before such alterations, additions,
fixtures, improvements, and additions were made, reasonable wear and tear
excepted.

ARTICLE 16 UTILITY SERVICE

      16.1 Utility Service for Premises. Tenant agrees to pay as and when the
same become due and payable, all charges for electricity, gas, heat, steam, hot
water, telephone and other utilities supplied to the Premises during the Term,
together with cost of repair, maintenance, replacement and reading of all meters
measuring Tenant's use or consumption thereof. If any such services are
separately metered or billed to Tenant, Tenant shall pay all charges for such
services directly. If, however, any such services are not separately metered or
billed to Tenant but rather are billed to and paid by Landlord, Tenant will pay
to Landlord its proportionate share of the cost of such services (as determined
by Landlord) as Additional Rent. In the event that Tenant shall fail to pay any
charges for any or all of the aforesaid services when due, Landlord shall have
the right, but not the obligation to make such payments, in which event, a sum
equal to any such payments shall be Additional Rent, and shall be collectible as
such, together with interest at an annual rate equal to five percent (5%)
percent above the Prime Rate, from the date of payment by Landlord. In no event
shall Landlord be responsible or liable for the failure to supply Tenant or for
the failure of Tenant to receive, any utility service, except in the event that
Landlord shall be negligent in connection with any such failure, nor shall
Tenant be entitled to any cessation, abatement, reduction or other offset of
Rent in the event of any failure to receive any utility service.


                                       13
<PAGE>

ARTICLE 17 MECHANICS' LIENS

      17.1 Removal of Liens. Tenant will pay or cause to be paid all costs and
charges for work (a) done by Tenant or caused to be done by Tenant, in or to the
Premises, and (b) for all materials furnished for or in connection with such
work. Tenant will indemnify Landlord against and hold Landlord, the Premises,
and the Building free, clear, and harmless of and from all mechanics' liens and
claims of liens, and all other liabilities, liens, claims, and demands on
account of such work by or on behalf of Tenant. If any such lien, at any time,
is filed against the Premises or any part of the Building, Tenant will cause
such lien to be discharged of record within 10 days after the filing of such
lien, except that if Tenant desires to contest such lien, it will furnish
Landlord, within such 10-day period, security reasonably satisfactory to
Landlord of at least 150% of the amount of the claim, plus estimated costs and
interest, or comply with such statutory procedures as may be available to
release the lien. If a final judgment establishing the validity or existence of
a lien for any amount is entered, Tenant will pay and satisfy the same at once.
If Tenant fails to pay any charge for which a mechanics' lien has been filed,
and has not given Landlord security as described above, or has not complied with
such statutory procedures as may be available to release the lien, Landlord may,
at its option, pay such charge and related costs and interest, and the amount so
paid, together with reasonable attorneys' fees incurred in connection with such
lien, will be immediately due from Tenant to Landlord as Additional Rent.
Nothing contained in this Lease will be deemed the consent or agreement of
Landlord to subject Landlord's interest in the Building to liability under any
mechanics' or other lien law. If Tenant receives written notice that a lien has
been or is about to be filed against the Premises or the Building, or that any
action affecting title to the Building has been commenced on account of work
done by or for or materials furnished to or for Tenant, it will immediately give
Landlord written notice of such notice. At least 15 days prior to the
commencement of any work (including but not limited to any maintenance, repairs,
alterations, additions, improvements, or installations) in or to the Premises,
by or for Tenant, Tenant will give Landlord written notice of the proposed work
and the names and addresses of the persons supplying labor and materials for the
proposed work. Landlord will have the right to post notices of nonresponsibility
or similar written notices on the Premises in order to protect the Premises
against any such liens. The terms and conditions of this Section 17.1 shall not
apply to any liens arising or resulting from the initial build-out of the
Premises by Landlord for Tenant.

ARTICLE 18 END OF TERM

      18.1 End of Term. At the end of this Lease, Tenant will promptly quit and
surrender the Premises broom-clean, in good order and repair, ordinary wear and
tear excepted. If Tenant is not then in default, Tenant may remove from the
Premises any trade fixtures, equipment, and movable furniture placed in the
Premises by Tenant, whether or not such trade fixtures or equipment are fastened
to the Building. Tenant will not remove any trade fixtures or equipment without
Landlord's prior written consent if such fixtures or equipment are used in the
operation of the Building, or if the removal of such fixtures or equipment will
result in impairing the structural strength of the Building. Whether or not
Tenant is in default, Tenant will remove such alterations, additions,
improvements, trade fixtures, equipment, and furniture as Landlord has requested
in accordance with Article 15. Tenant will fully repair any damage occasioned by
the removal of any trade fixtures, equipment, furniture, alterations, additions,
and improvements. All trade fixtures, equipment, furniture, inventory, effects,
alterations, additions, and improvements on the Premises after the end of the


                                       14
<PAGE>

Term will be deemed conclusively to have been abandoned and may be appropriated,
sold, stored, destroyed, or otherwise disposed of by Landlord without written
notice to Tenant or any other person and without obligation to account for them.
Tenant will pay Landlord for all expenses incurred in connection with the
removal of such property, including but not limited to the cost of repairing any
damage to the Building or Premises caused by the removal of such property.
Tenant's obligation to observe and perform this covenant will survive the
expiration or other termination of this Lease.

ARTICLE 19 EMINENT DOMAIN

      19.1 Condemnation of Premises. If all of the Premises are taken by
exercise of the power of eminent domain (or conveyed by Landlord in lieu of such
exercise) this Lease will terminate on a date (the "Termination Date") which is
the earlier of the date upon which the condemning authority takes possession of
the Premises or the date on which title to the Premises is vested in the
condemning authority. If more than 25% of the rentable area of the Premises is
so taken, Tenant will have the right to cancel this Lease by written notice to
Landlord given within 20 days after the Termination Date. If less than 25% of
the rentable area of the Premises is so taken, or if the Tenant does not cancel
this Lease according to the preceding sentence, the Base Rent will be abated in
the proportion of the rentable area of the Premises so taken to the rentable
area of the Premises immediately before such taking, and Tenant's Pro Rata Share
will be appropriately recalculated. If 25% or more of the Building is so taken,
Landlord may cancel this Lease by written notice to Tenant given within 30 days
after the Termination Date. In the event of any such taking, the entire award
will be paid to Landlord and Tenant will have no right or claim to any part of
such award; however, Tenant will have the right to assert a claim against the
condemning authority in a separate action, so long as Landlord's award is not
otherwise reduced.

ARTICLE 20 DAMAGE AND DESTRUCTION

      20.1 Notice of Casualty. If the Premises or the Building are damaged by
fire or other insured casualty, Landlord will give Tenant written notice of the
time which will be needed to repair such damage, as determined by Landlord in
its reasonable discretion, and the election (if any) which Landlord has made
according to this Article 20. Such notice will be given before the 30th day (the
"Notice Date") after the fire or other insured casualty.

      20.2 Minor Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent which may be repaired within 120 days after
the Notice Date, as reasonably determined by Landlord, Landlord will promptly
begin to repair the damage after the Notice Date and will diligently pursue the
completion of such repair. In that event this Lease will continue in full force
and effect except that Base Rent will be abated on a pro rata basis from the
date of the damage until the date of the completion of such repairs (the "Repair
Period") based on the proportion of the rentable area of the Premises Tenant is
unable to use during the Repair Period.

      20.3 Major Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent that may not be repaired within 180 days
after the Notice Date, as reasonably determined by Landlord, then (a) Landlord
may cancel this Lease as of the date of such damage by written notice given to
Tenant on or before the Notice Date, such written notice to include a detailed
explanation of the reasons the Premises or the Building cannot be repaired
within 180 days, or (b) Tenant may cancel this Lease as of the date of such
damage by written notice given to Landlord within 10 days after Landlord's
delivery of a written notice that the repairs cannot be made within such 180-day
period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord
will diligently proceed to repair the Building and Premises and Base Rent will
be abated on a pro rata basis during the Repair Period based on the proportion
of the rentable area of the Premises Tenant is unable to use during the Repair
Period.


                                       15
<PAGE>

      21.4 Tenant Caused Casualty. If any such damage by fire or other casualty
is the result of the willful conduct or negligence or failure to act of Tenant,
its agents, contractors, employees, or invitees, there will be no abatement of
Base Rent as otherwise provided for in this Article 20. Tenant will have no
rights to terminate this Lease on account of any damage to the Premises, or the
Building, except as set forth in this Lease.

ARTICLE 21 SUBORDINATION

      21.1 General. This Lease and Tenant's rights under this Lease are subject
and subordinate to any mortgage, together with any renewals, extensions,
modifications, consolidations, and replacements of such mortgage (a "Superior
Lien"), now or after the date affecting or placed, charged, or enforced against
the Land, the Building, or all or any portion of the Building or any interest of
Landlord in them or Landlord's interest in this Lease and the leasehold estate
created by this Lease (except to the extent any such instrument expressly
provides that this Lease is superior to such instrument). This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Notwithstanding the foregoing, Tenant will execute,
acknowledge, and deliver to Landlord, within 20 days after written demand by
Landlord, such documents as may be reasonably requested by Landlord or the
holder of any Superior Lien to confirm or effect any such subordination.

      21.2 Attornment. Tenant agrees that in the event that any holder of a
Superior Lien succeeds to Landlord's interest in the Premises, Tenant will pay
to such holder all Rents subsequently payable under this Lease. Further, Tenant
agrees that in the event of the enforcement by the holder of a Superior Lien of
the remedies provided for by law or by such Superior Lien, Tenant will, upon
request of any person or party succeeding to the interest of Landlord as a
result of such enforcement, automatically become the tenant of and attorn to
such successor in interest without change in the terms or provisions of this
Lease. Such successor in interest will not be bound by:

      (c) Any payment of Rent for more than one month in advance;

      (d) Any amendment or modification of this Lease made without the written
consent of such successor in interest;

      (e) Any claim against Landlord arising prior to the date on which such
successor in interest succeeded to Landlord's interest; or

      (f) Any claim or offset of Rent against the Landlord .

Upon request by such successor in interest and without cost to Landlord or such
successor in interest, Tenant will, within 20 days after written demand,
execute, acknowledge, and deliver an instrument or instruments confirming the
attornment, so long as such instrument provides that such successor in interest
will not disturb Tenant in its use of the Premises in accordance with this Lease
and will otherwise abide by the terms of this Lease from and after the effective
date on which such successor in interest succeeds to Landlord's interest in this
Lease.


                                       16
<PAGE>

ARTICLE 22 ENTRY BY LANDLORD

      22.1 Landlord's Right of Entry.Landlord, its agents, employees, and
contractors may enter the Premises at any time in response to an emergency and
at reasonable hours upon prior notice to Tenant to:

      (g) Inspect the Premises;

      (h) Exhibit the Premises to prospective purchasers, lenders or tenants;

      (i) Determine whether Tenant is complying with all its obligations in this
Lease;

      (j) Supply services to be provided by Landlord to Tenant according to this
Lease;

      (k) Post written notices of nonresponsibility or similar notices; or

      (l) Make repairs required of Landlord under the terms of this Lease or
make repairs to any adjoining space or utility services or make repairs,
alterations, or improvements to any other portion of the Building; however, all
such work will be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible.

Landlord covenants and agrees to use commercially reasonably efforts to avoid
unreasonable interference with Tenant and its operations in exercising its right
of access pursuant to this Section 22.1. Provided Landlord uses such
commercially reasonable efforts, Tenant, by this Section 22.1, waives any claim
against Landlord, its agents, employees, or contractors for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, or any other loss occasioned by
any entry in accordance with this Section. Landlord will at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises.
Landlord will have the right to use any and all means it may deem proper to open
doors in and to the Premises in an emergency in order to obtain entry to the
Premises. Any entry to the Premises by Landlord in accordance with this Section
will not be construed or deemed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or constructive, of Tenant from
the Premises or any portion of the Premises, , nor will any such entry entitle
Tenant to damages or an abatement of Base Rent, Additional Rent, or other
charges that this Lease requires Tenant to pay..

ARTICLE 23 INDEMNIFICATION, WAIVER, AND RELEASE

      23.1 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Landlord, its employees, or agents, and
subject to the provisions of Section 7.3, Tenant will neither hold nor attempt
to hold Landlord, its employees, or agents liable for, and Tenant will indemnify
and hold harmless Landlord, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:


                                       17
<PAGE>

      (a) the use or occupancy or manner of use or occupancy of the Premises by
Tenant or any person claiming under Tenant;

      (b) any activity, work, or thing done or permitted by Tenant in or about
the Premises or the Building;

      (c) any breach by Tenant or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Tenant,
its employees, agents, contractors, or invitees entering upon the Premises under
the express or implied invitation of Tenant.

            If any action or proceeding is brought against Landlord, its
employees, or agents by reason of any such claim for which Tenant has
indemnified Landlord, Tenant, upon written notice from Landlord, will defend the
same at Tenant's expense, with counsel reasonably satisfactory to Landlord.

      23.2 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Tenant, its employees, or agents, and
subject to the provisions of Section 7.3, Landlord will neither hold nor attempt
to hold Tenant, its employees, or agents liable for, and Landlord will indemnify
and hold harmless Tenant, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:

      (a) the ownership and use of the Building by Landlord or any person
claiming under Landlord;

      (b) any activity, work, or thing done or permitted by Landlord in or about
the Premises or the Building;

      (c) any breach by Landlord or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Landlord,
its employees, agents, contractors, or invitees entering upon the Premises.

      If any action or proceeding is brought against Tenant, its employees, or
agents by reason of any such claim for which Landlord has indemnified Tenant,
Landlord, upon written notice from Tenant, will defend the same at Landlord's
expense, with counsel reasonably satisfactory to Tenant.

ARTICLE 24 SECURITY DEPOSIT

      24.1 There is no security deposit being paid to the Landlord under this
Lease.

ARTICLE 25 QUIET ENJOYMENT


                                       18
<PAGE>

      25.1 Covenant of Quiet Enjoyment. Landlord covenants and agrees with
Tenant that so long as Tenant pays the Rent and observes and performs all the
terms, covenants, and conditions of this Lease on Tenant's part to be observed
and performed, Tenant may peaceably and quietly enjoy the Premises subject,
nevertheless, to the terms and conditions of this Lease, and Tenant's possession
will not be disturbed by anyone claiming by, through, or under Landlord.

ARTICLE 26 EFFECT OF SALE

      26.1 Sale of the Building. A sale, conveyance, or assignment of the
Building will operate to release Landlord from liability from and after the
effective date of such sale, conveyance, or assignment upon all of the
covenants, terms, and conditions of this Lease, express or implied, except those
liabilities that arose prior to such effective date, and, after the effective
date of such sale, conveyance, or assignment, Tenant will look solely to
Landlord's successor in interest in and to this Lease. This Lease will not be
affected by any such sale, conveyance, or assignment, and Tenant will attorn to
Landlord's successor in interest to this Lease, so long as such successor in
interest assumes Landlord's obligations under the Lease from and after such
effective date.

ARTICLE 27 DEFAULT

      27.1 Events of Default. The following events are referred to,
collectively, as "Events of Default" or, individually, as an "Event of Default":

      (a) Tenant defaults in the due and punctual payment of Rent, and such
default continues for 10 business days after written notice from Landlord;

      (b) Tenant vacates or abandons the Premises;

      (c) This Lease or the Premises or any part of the Premises are taken upon
execution or by other process of law directed against Tenant, or are taken upon
or subject to any attachment by any creditor of Tenant or claimant against
Tenant, and said attachment is not discharged or disposed of within 30 business
days after its levy;

      (d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise, or is dissolved or makes an assignment for
the benefit of creditors;

      (e) Involuntary proceedings under any such bankruptcy law or insolvency
act or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the property of
Tenant, and such proceeding is not dismissed or such receivership or trusteeship
vacated within 60 days after such institution or appointment;

      (f) Tenant breaches any of the other agreements, terms, covenants, or
conditions that this Lease requires Tenant to perform, and such breach continues
for a period of 30 days after written notice from Landlord to Tenant or, if such
breach cannot be cured reasonably within such 30-day period, if Tenant fails to
diligently commence to cure such breach within 30 days after written notice from
Landlord and to complete such cure within a reasonable time thereafter.


                                       19
<PAGE>

      27.2 Landlord's Remedies. If any one or more Events of Default set forth
in Section 27.1 occurs then Landlord has the right, at its election:

      (a) To give Tenant ten (10) days' written notice of the expiration of the
Term and upon the giving of such notice and the expiration of such ten (10) day
period, Tenant's right to possession of the Premises will cease and this Lease
will be terminated, except as to Tenant's liability, as if the expiration of the
term fixed in such notice were the end of the Term;

      (b) Without further demand or notice, to reenter and take possession
through summary eviction proceedings of the Premises or any part of the
Premises, repossess the same, expel Tenant and those claiming through or under
Tenant, and remove the effects of both or either, , without being liable for
prosecution, without being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of Rent or other amounts payable under
this Lease or as a result of any preceding breach of covenants or conditions; or

      (c) Without further demand or notice, to cure any Event of Default and to
charge Tenant for the cost of effecting such cure, including without limitation
reasonable attorneys' fees and interest on the amount so advanced at the rate
set forth in Section 29.21, provided that Landlord will have no obligation to
cure any such Event of Default of Tenant.

      Should Landlord take possession pursuant to legal proceedings or pursuant
to any notice provided by law, this Lease will terminate on the date of the
judgment of eviction or such notice. Thereafter, Landlord shall use commercially
reasonable efforts to relet the Premises and to mitigate any damages which may
be due from the Tenant under this Lease.

ARTICLE 28 PARKING

      28.1 Use of Parking Areas. Tenant (including its employees, agents,
clients, customers and other invitees) will be entitled to unlimited,
non-exclusive use of the Parking Areas during the Term subject to the rules and
regulations set forth in Exhibit B, and any amendments or additions to them.
There will be no restrictions on parking and no designated spaces (either at 9
or 11 Raymond Avenue). The Landlord agrees that there will be no construction or
development which diminishes the current parking area or the number of parking
spaces.

ARTICLE 29 SIGNAGE

      The Tenant shall have the only sign on the pedestal in front of 11 Raymond
Avenue. There will be no other pedestal signs in front of 11 Raymond Avenue.
There will be no other signs, other than the existing sign for the bank tenant
sign, on 11 Raymond Avenue facing Raymond Avenue or facing Main Street.

ARTICLE 30 RESTRICTION ON LANDLORD'S RENTING

      The Landlord may not rent any space in 9 or 11 Raymond Avenue to, or
permit any space to be occupied by: a broker dealer; a financial planner; an
NASD registered representative; an investment advisor; an insurance agency; for
the sale of securities, insurance or annuities; or by an accountant, bookkeeper
or income tax preparer.

ARTICLE 31 RENEWAL OPTIONS


                                       20
<PAGE>

      Tenant shall have the option to renew this Lease for two (2) additional
terms of three (3) years, by sending written notice to the Landlord on or before
three (3) months prior to the expiration of the current Term. All of the terms
and conditions of this Lease shall apply during the renewal term. The Base Rent
during the first year of the renewal term shall be the Base Rent during the last
month of the current Term plus 3%, and the Base Rent shall increase by 3% on
July 1st of each year during the renewal term.

ARTICLE 32 MISCELLANEOUS

      32.1 No Construction Against Drafting Party. Landlord and Tenant
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against Landlord
merely because Landlord has prepared it.

      32.2 No Recordation. Tenant's recordation of this Lease or any memorandum
or short form of it will be void and a default under this Lease.

      32.3 No Waiver. The waiver by either party of any agreement, condition, or
provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition, or provision
contained in this Lease, nor will any custom or practice that may grow up
between the parties in the administration of the terms of this Lease be
construed to waive or to lessen the right of any party to insist upon the
performance by the other in strict accordance with the terms of this Lease. The
subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement, condition, or provision of this
Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent.

      32.4 Limitation on Recourse. The term "Landlord" as used in this Lease
means only the owner, the holder of a lease or the mortgagee in possession for
the time being of the Premises, so that in the event of any sale of the Building
or an assignment of this Lease or an underlying lease, Landlord herein shall be
and hereby is entirely freed and relieved of all obligations of Landlord
hereunder thereafter accruing or arising without the necessity of further
agreement between the parties and by operation of such sale or assignment such
purchaser, assignee or lessee agrees that the purchaser, assignee or lessee has
assumed and agreed to observe and perform all obligations of Landlord hereunder.
No such sale or assignment shall be deemed to relieve Landlord for any
obligation arising or accruing under this Lease prior to the effective date of
such sale or assignment. Notwithstanding anything herein contained to the
contrary, it is specifically understood and agreed that there shall be no
personal liability on the part of the Landlord (or its shareholders, venturers
and partners, their shareholders, venturers and partners, and all of their
officers, directors and employees), with respect to any of the terms,
provisions, covenants and conditions of this Lease, and that Tenant shall look
solely to the estate, property and equity of Landlord or such successor in
interest in the Building and subject to the prior rights of any mortgagee or
ground lessee, for the satisfaction of each and every remedy of Tenant in the
event of any breach by Landlord or by such successor in interest of any of the
terms, provisions, covenants and conditions of this Lease to be performed by
Landlord, which exculpation of personal liability shall be absolute and without
exception.

      32.5 Estoppel Certificates. At any time and from time to time but within
10 days after prior written request by Landlord, Tenant will execute,
acknowledge, and deliver to Landlord, promptly upon request, a certificate


                                       21
<PAGE>

certifying if true (a) that this Lease is unmodified and in full force and
effect or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the date and nature of each modification;
(b) the date, if any, to which Rent and other sums payable under this Lease have
been paid; (c) that no written notice of any default has been delivered to
Landlord which default has not been cured, except as to defaults specified in
said certificate; (d) that there is no Event of Default under this Lease or an
event which, with notice or the passage of time, or both, would result in an
Event of Default under this Lease, except for defaults specified in said
certificate; and (e) such other matters as may be reasonably requested by
Landlord. Any such certificate may be relied upon by any prospective purchaser
or existing or prospective mortgagee of the Building. Tenant's failure to
deliver such a certificate within such time will be conclusive evidence of the
matters set forth in it.

      32.6 Waiver of Jury Trial. Landlord and Tenant by this Section 32.6 waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims (except
claims for personal injury or property damage), and any emergency statutory or
any other statutory remedy.

      32.7 Holding Over. Tenant will have no right to remain in possession of
all or any part of the Premises after the expiration of the Term. If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy
will not constitute a renewal or extension of this Lease for any further Term;
and (c) such tenancy may be terminated by Landlord upon the earlier of 30 days'
prior written notice or the earliest date permitted by law. In such event, Base
Rent will be increased to an amount equal to 125% of the Base Rent payable
during the last month of the Term, and any other sums due under this Lease will
be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy will be subject to every other term, condition, and
covenant contained in this Lease.

      32.8 Notices. Any notice, request, demand, consent, approval, or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered, sent by facsimile with
receipt acknowledged, deposited with any nationally recognized overnight carrier
that routinely issues receipts, or deposited in any depository regularly
maintained by the United States Postal Service, postage prepaid, certified mail,
return receipt requested, addressed to the party for whom it is intended at its
address set forth in Section 1.1. Either Landlord or Tenant may add additional
addresses or change its address for purposes of receipt of any such
communication by giving 10 days' prior written notice of such change to the
other party in the manner prescribed in this Section 30.12.

      32.9 Severability. If any provision of this Lease proves to be illegal,
invalid, or unenforceable, the remainder of this Lease will not be affected by
such finding, and in lieu of each provision of this Lease that is illegal,
invalid, or unenforceable a provision will be added as a part of this Lease as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable.

      32.10 Written Amendment Required. No amendment, alteration, modification
of, or addition to the Lease will be valid or binding unless expressed in
writing and signed by Landlord and Tenant. Tenant agrees to make any


                                       22
<PAGE>

modifications of the terms and provisions of this Lease required or requested by
any lending institution providing financing for the Building, provided that no
such modifications will materially adversely affect Tenant's rights and
obligations under this Lease.

      32.11 Entire Agreement. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant. No promises or
representations, except as contained in this Lease, have been made to Tenant
respecting the condition or the manner of operating the Premises or the
Building.

      32.12 Captions. The captions of the various articles and sections of this
Lease are for convenience only and do not necessarily define, limit, describe,
or construe the contents of such articles or sections.

      32.13 Notice of Landlord's Default. In the event of any alleged default in
the obligation of Landlord under this Lease, Tenant will deliver to Landlord
written notice listing the reasons for Landlord's default and Landlord will have
30 days following receipt of such notice to cure such alleged default or, in the
event the alleged default cannot reasonably be cured within a 30 day period, to
commence action and proceed diligently to cure such alleged default. A copy of
such notice to Landlord will be sent to any holder of a mortgage or other
encumbrance on the Building of which Tenant has been notified in writing, and
any such holder will also have the same time periods to cure such alleged
default.

      32.14 Authority. Tenant and the party executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of directors or partners, as the case may be, and agree upon
request to deliver to Landlord a resolution or similar document to that effect.

      32.15 Governing Law. This Lease will be governed by and construed pursuant
to the laws of New York, without regard to principles of conflict of laws.

      32.16 Landlord's Consent. With respect to any provision hereof which
provides for the consent or approval of Landlord, said consent or approval shall
be in writing and shall not be unreasonably withheld. Tenant in no event shall
be entitled to make any claim, and Tenant hereby waives any claim for money
damages, whether by way of set off, counterclaim, defense or otherwise, based
upon any claim or assertion by Tenant that Landlord has unreasonably withheld or
delayed any consent or approval. Tenant's sole remedies shall be an action or
proceeding to enforce any such provision, or for an injunction or declaratory
judgment. To the extent that Tenant is the prevailing party in any such action
or proceeding, Tenant shall be entitled to recover its reasonable attorneys'
fees and costs. All expenses reasonably and verifiably incurred by Landlord in
reviewing and acting upon any request for consent hereunder, including but not
limited to, attorneys' and architects' fees, shall be reimbursed by Tenant to
Landlord, shall be deemed to constitute Additional Rent and shall be paid over
to Landlord on the first day of the month following demand therefor.

      32.17 Binding Effect. The covenants, conditions, and agreements contained
in this Lease will bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors,
and, except as otherwise provided in this Lease, their assigns.


                                       23
<PAGE>

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.

                                          LANDLORD:

                                          ANGELO BALBO MANAGEMENT, LLC


                                          By: /s/ Angelo Balbo
                                              ----------------------------------
                                                   Angelo Balbo, President


                                          TENANT:

                                          GILMAN + CIOCIA, INC.


                                          By: /s/ Michael Ryan
                                              ----------------------------------
                                                   Michael Ryan, President


                                       24
<PAGE>

                                    EXHIBIT A

                    Legal Description of the Land is Annexed

                             TITLE NO. RCA-813-37184

                                   SCHEDULE A

PARCEL I

      ALL that certain plot, piece, or parcel of land situate, lying and being
in the Town of Poughkeepsie, County of Dutchess and State of New York, being
bounded and described as follows:

      BEGINNING at a spike set near the center line of an asphalt concrete drive
adjacent to the edge of the concrete sidewalk, said point being the southeast
corner of Parcel No. 3 and the northeast corner of the herein described parcel;
thence running along the westerly side of Raymond Avenue and more or less along
the westerly edge of the concrete sidewalk the following courses and distances:
South 11 degrees 10' 30" West 16.54 feet; South 16 degrees 32' 30" West 72.83
feet; South 16 degrees 03' 30" West 5.99 feet; South 14 degrees 45' 40" West
33.50 feet and South 14 degrees 24' 30" West 17.05 feet to a nail set in a rock
at the westerly edge of the concrete sidewalk said point being the northeast
corner of lands of Crimswal Realty Company and the southeast corner of the
herein described parcel; thence along the northerly boundary line of Crimswal
Company, North 83 degrees 32' 30" West said boundary line being parallel to and
48 feet distant northerly from the north face of the large brick and block
building standing on the northwest corner of Raymond Avenue and the Poughkeepsie
East Arterial formerly Haight Avenue at this location, a distance of 308.81 feet
to an iron pin found set at the northwest corner of lands of Crimswal Realty
Company and the southwest corner of the herein described parcel; thence running
along the rear line or easterly line of several owners of lots facing Lewis
Avenue and running on the easterly side thereof, North 10 degrees 46' 50" East a
distance of 176.82 feet to an iron pin set at the southwest corner of Parcel No.
2 and the northwest corner of the herein described parcel; thence along the
southerly boundary of Parcel No. 2 South 79 degrees 53' 30" East a distance of
41.65 feet to a spike set in an asphalt concrete blocking lot at the southeast
corner of Parcel No. 2 and the southwest corner of Parcel No. 3; thence along
the southerly boundary line of Parcel No. 3 the following courses and distances:
South 75 degrees 42' 40" East 121.40 feet and South 78 degrees 46' 40" East
156.50 feet to the point and place of BEGINNING.

                SCHEDULE A OF THIS REPORT CONSISTS OF THREE PAGES


                                       25
<PAGE>

                                    EXHIBIT B

                              Rules and Regulations

            1. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons occupying,
using, or entering the Building, or any equipment, finishings, or contents of
the Building, and Tenant will comply with Landlord's reasonable requirements
relative to such systems and procedures. Landlord shall discuss such systems and
procedures with Tenant prior to implementation.

            2. The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenants or used by any
of them for any purpose other than for ingress to and egress from their
respective premises. The halls, passages, exits, entrances, elevators,
escalators, and stairways are not for the general public, and Landlord will in
all cases retain the right to control and prevent access to such halls,
passages, exits, entrances, elevators, and stairways of all persons whose
presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation, and interests of the Building and its tenants, provided
that nothing contained in these rules and regulations will be construed to
prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No tenant and no employee or invitee of any tenant will go upon the
roof of the Building. No tenant will be permitted to place or install any object
(including without limitation radio and television antennas, loudspeakers, sound
amplifiers, microwave dishes, solar devices, or similar devices) on the exterior
of the Building or on the roof of the Building.

            3. No sign, placard, picture, name, advertisement, or written notice
visible from the exterior of the Premises will be inscribed, painted, affixed,
or otherwise displayed by Tenant on any part of the Building or the Premises
without the prior written consent of Landlord. All approved signs or lettering
on doors will be printed, painted, affixed, or inscribed at the expense of the
Tenant by a person approved by Landlord. Other than draperies expressly
permitted by Landlord and Building standard mini-blinds, material visible from
outside the Building will not be permitted. In the event of the violation of
this rule by Tenant, Landlord may remove the violating items without any
liability, and may charge the expense incurred by such removal to the Tenant.

            4. No cooking will be done or permitted by any tenant on the
Premises, except in areas of the Premises which are specially constructed for
cooking and except that use by the Tenant of microwave ovens and Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate, and
similar beverages will be permitted, provided that such use is in accordance
with all applicable federal, state, and city laws, codes, ordinances, rules, and
regulations.

            5. No smoking shall be done or permitted by any tenant or by any
agent, employee, guest or invitee of any tenant in the Common Areas.


                                       26
<PAGE>

            6. The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

            7. No tenant will in any way deface any part of the Premises or the
Building. In those portions of the Premises where carpet has been provided
directly or indirectly by Landlord, Tenant will at its own expense install and
maintain pads to protect the carpet under all furniture having casters other
than carpet casters.

            8. Tenant will not alter, change, replace, or rekey any lock or
install a new lock or a knocker on any door of the Premises. Landlord, its
agent, or employees will retain a pass (master) key to all door locks on the
Premises. Any new door locks required by Tenant or any change in keying of
existing locks will be installed or changed by Landlord following Tenant's
written request to Landlord and will be at Tenant's expense. All new locks and
rekeyed locks will remain operable by Landlord's pass (master) key. Landlord
will furnish each Tenant, free of charge, with two (2) keys to each door lock on
the Premises. Landlord will have the right to collect a reasonable charge for
additional keys requested by any Tenant. Tenant, upon termination of its
tenancy, will deliver to Landlord all keys for the Premises and Building that
have been furnished to such Tenant.

            9. No tenant will use or keep in the Premises or the Building any
kerosene, gasoline, or inflammable or combustible or explosive fluid or material
or chemical substance other than limited quantities of such materials or
substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required in such
tenant's normal operations in the Premises. Without Landlord's prior written
approval, no tenant will use any method of heating or air conditioning other
than that supplied by Landlord. No tenant will use or keep or permit to be used
or kept any foul or noxious gas or substance in the Premises.

            10. Landlord will have the right, exercisable upon written notice
and without liability to any tenant, to change the name and street address of
the Building.

            11. Landlord will have the right to prohibit any advertising by
Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability, and upon written
notice from Landlord, Tenant will refrain from or discontinue such advertising.

            12. Tenant will not bring any animals or birds into the Building,
and will not permit bicycles or other vehicles inside or on the sidewalks
outside the Building except in areas designated from time to time by Landlord
for such purposes.

            13. Tenant will store all its trash and garbage within the Premises
or in receptacles provided by Landlord. No material will be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage without being in violation of any law or ordinance governing
such disposal. Removal of any furniture or furnishings, large equipment, packing
crates and packing materials will be the responsibility of each tenant and such
items may not be disposed of in the Building trash receptacles. No furniture,
appliances, equipment, or flammable products of any type may be disposed of in
the Building trash receptacles.


                                       27
<PAGE>

            14. Canvassing, peddling, soliciting, and distributing handbills or
any other written materials in the Building are prohibited, and each tenant will
cooperate to prevent the same.

            15. The requirements of the tenants will be attended to only upon
application by written, personal, or telephone notice to Landlord at the
Landlord's Address. Employees of Landlord will not perform any work or do
anything outside of their regular duties unless under special instructions from
Landlord.

            16. A directory of the Building will be provided for the display of
the name and location of tenants only. All entries on the Building directory
display will conform to standards and style set by Landlord in its sole
discretion. . No Tenant will have any right to the use of any exterior sign.

            17. Tenant will see that the doors of the Premises are closed and
locked and that all water faucets, water apparatus, and utilities are shut off
before Tenant or Tenant's employees leave the Premises, so as to prevent waste
or damage, and for any default or carelessness in this regard Tenant will make
good all injuries sustained by other tenants or occupants of the Building or
Landlord.

            18. Tenant will not conduct itself in any manner that is
inconsistent with the character of the Building or that will impair the comfort
and convenience of other tenants in the Building.

            19. Neither Landlord nor any operator of the Parking Areas will be
liable for loss of or damage to any vehicle or any contents of such vehicle or
accessories to any such vehicle, or any property left in any of the Parking
Areas, resulting from fire, theft, vandalism, accident, conduct of other users
of the Parking Areas and other persons, or any other casualty or cause. Further,
Tenant understands and agrees that: (a) Landlord will not be obligated to
provide any traffic control, security protection or operator for the Parking
Areas ; (b) Tenant uses the Parking Areas at its own risk; and (c) Landlord will
not be liable for personal injury or death, or theft, loss of, or damage to
property. Except to the extent caused by Landlord's negligent act or omission,
Tenant waives and releases Landlord from any and all liability arising out of
the use of the Parking Areas by Tenant, its employees, agents, invitees, and
visitors, whether brought by any of such persons or any other person.

            20. Tenant (including Tenant's employees, agents, invitees, and
visitors) will use the Parking Areas solely for the purpose of parking passenger
model cars, small vans, and small trucks and will comply in all respects with
any rules and regulations that may be promulgated by Landlord from time to time
with respect to the Parking Areas. The Parking Areas may be used by Tenant, its
agents, or employees, for occasional overnight parking of vehicles, but shall
not under any circumstances be used by Tenant or its agents or employees for the
display or parking of vehicles advertised as being for sale. Tenant will ensure
that any vehicle parked in any of the Parking Areas will be kept in proper
repair and will not leak excessive amounts of oil or grease or any amount of
gasoline. If any of the Parking Areas are at any time used (a) for any purpose
other than parking as provided above; (b) in any way or manner reasonably
objectionable to Landlord; or (c) by Tenant after default by Tenant under the
Lease, Landlord, in addition to any other rights otherwise available to
Landlord, may consider such default an Event of Default under the Lease.


                                       28
<PAGE>

            21. Tenant's right to use the Parking Areas will be in common with
other tenants of the Building and with the tenants of 9 Raymond Avenue.

            22. Tenant has no right to assign or sublicense any of its rights in
the Parking Areas, except as part of a permitted assignment or sublease of the
Lease.

            23. No act or thing done or omitted to be done by Landlord or
Landlord's agent during the Term of the Lease in connection with the enforcement
of these rules and regulations will constitute an eviction by Landlord of any
Tenant nor will it be deemed an acceptance of surrender of the Premises by any
Tenant, and no agreement to accept such termination or surrender will be valid
unless in a writing signed by Landlord. The delivery of keys to any employee or
agent of Landlord will not operate as a termination of the Lease or a surrender
of the Premises unless such delivery of keys is done in connection with a
written instrument executed by Landlord approving the termination or surrender.

            24. In these rules and regulations, Tenant includes the employees,
agents, invitees, and licensees of Tenant and others permitted by Tenant to use
or occupy the Premises.

            25. These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.


                                       29
<PAGE>

                                 LEASE AGREEMENT

            THIS LEASE AGREEMENT is made as of this 30th day of June, 2006 by
and between GILMAN + CIOCIA, INC., a Delaware corporation having its principal
office at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the "Tenant") and,
ANGELO BALBO MANAGEMENT, LLC, a New York limited liability company having an
office at 18 Millbank Road, Poughkeepsie, NY 12603 (the "Landlord").

            NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

ARTICLE 1 BASIC LEASE INFORMATION

      1.1 Basic Lease Information. As used in this Lease, the following basic
lease terms shall have the meanings ascribed thereto:

      (a)   Lease Date: June 30, 2006

      (b)   Landlord's Address:

                  18 Millbank Road

                  Poughkeepsie, NY 12603

                  with a copy at the same time to:

                  Michael Kistner, Esq.

                  2 Raymond Avenue

                  Poughkeepsie, NY 12603

      (c)   Tenant's Address:

                  Gilman + Ciocia, Inc.
                  11 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Attention: Legal Department

      (d)   Building Address:

                  11 Raymond Avenue
                  Poughkeepsie, NY 12603

      (e)   Premises: Suite 32, containing approximately 2,878 gross rentable
            square feet, and containing approximately 2,505 net useable square
            feet.

<PAGE>

      (f)   Tenant's Pro Rata Share: A percentage, based upon the ratio of the
            gross rentable square footage of the Premises to the total gross
            rentable square footage of the Building and 9 Raymond Avenue.
            Tenant's Pro Rata Share, based upon the current rentable square
            footage of the Building and 9 Raymond Avenue and the current
            rentable square footage of the Premises, is 2,878/34,631, 8.31%.

      (g)   Term: 84 months, beginning on the Commencement Date and expiring on
            the Expiration Date.

      (h)   Commencement Date: July 1, 2006.

      (i)   Expiration Date: June 30, 2013 unless adjusted or sooner terminated
            as provided herein.

      (j)   Security Deposit: None.

      (k)   Base Rent: Throughout the Term, Base Rent shall be $30,504.00 per
            year, and $2,542.00 per month. The Base Rent shall increase by three
            (3%) percent on July 1st of each year during the Term.

      (l)   Broker: None.

      (m)   Estimated Monthly Additional Rent Charge (not including Tenant's Pro
            Rata Share of Taxes): $720.00.

      1.2 Additional Definitions. As used in this Lease, the following terms
shall have the meanings ascribed thereto:

      (a) Additional Rent: Any amounts that this Lease requires Tenant to pay in
addition to Base Rent.

      (b) Building: 11 Raymond Avenue and related improvements (including,
without limitation, parking lots, walkways, driveways, fences and landscaping)
of which the Premises are a part.

      (c) Common Areas: The hallways, entryways, stairs, elevators, driveways,
parking lot, walkways, restrooms, trash facilities, and all other areas and
facilities in and about the Building that are provided and designated from time
to time by Landlord for the general nonexclusive use and convenience of Tenant
with Landlord and other tenants of the Building and their respective employees,
invitees, licensees or visitors.

      (d) Land: The land on which the Building is located, which is described on
Exhibit A.

      (e) Parking Areas: Those portions of the parking lots adjacent to the
Building which Landlord shall from time to time designate for use by the tenants
of the Building for parking.

      (f) Prime Rate: The rate of interest from time to time announced by
Citibank as its prime rate of interest.


                                       2
<PAGE>

      (g) Rent: The Base Rent and Additional Rent.

If any other provision of this Lease contradicts any definition of this Article,
the other provision will prevail.

      1.3 Exhibits. The following exhibits are attached to and made a part of
this Lease:

            EXHIBIT A -- Legal Description of the Land

            EXHIBIT B -- Rules and Regulations

ARTICLE 2 AGREEMENT

      2.1 Grant of Lease. Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, on the terms and conditions set forth in this
Lease.

ARTICLE 3 DELIVERY OF PREMISES

      3.1 Delivery of Possession.

      (a) The Premises shall be delivered to the Tenant as of July 1, 2006.

      (b) Tenant acknowledges that neither Landlord nor its agents or employees
have made any representations or warranties as to the suitability or fitness of
the Premises for the conduct of Tenant's business or for any other purpose.
Landlord and its agents or employees have not agreed to undertake any
alterations or construct any Tenant improvements to the Premises.

ARTICLE 4 BASE RENT

      4.1 Payment of Base Rent. Throughout the Term, Tenant will pay Base Rent
to Landlord in monthly installments, the first of which shall become due on the
Commencement Date with successive installments to become due on the first day of
each successive calendar month thereafter. Base Rent will be paid to Landlord,
without written notice or demand, and without deduction or offset, in lawful
money of the United States of America at Landlord's Address, or to such other
address as Landlord may from time to time designate in writing.

      4.2 Late Payment. In the event that any payment of Rent due hereunder
shall not be paid by the tenth (10th) day after which it is due, a late charge
of 5% for each dollar not paid may be charged by Landlord for each month or part
thereof that the same remains overdue. This charge shall be in addition to and
not in lieu of any other remedy Landlord may have and is in addition to any
reasonable fees and charges of any agents or attorneys Landlord may employ as a
result of any default in the payment of Rent hereunder, whether authorized
herein or by law. Any such "late charges" if not previously paid shall, at the
option of Landlord, be added to and become part of the succeeding Rent payment
to be made hereunder and shall be deemed to constitute Additional Rent.


                                       3
<PAGE>

ARTICLE 5 REAL ESTATE AND ASSESSMENTS

      5.1 Tenant's Obligation to Pay Taxes. Tenant covenants and agrees that it
shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of all real
property taxes and assessments of whatever kind and nature, including water and
sewer rents, special assessments and payments in lieu of taxes levied, imposed,
assessed or fixed on or against the Building and the Land or arising from the
use, occupancy or possession thereof, during the Term hereof (hereinafter
collectively referred to as the "Taxes").

      5.1 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a Taxes estimated payment (the
"Estimated Taxes Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $1079 per month.

      (b) The Landlord shall re-compute the Estimated Taxes Payment on July 1 of
each year during the Term. The Estimated Taxes Payment so recomputed shall not
increase by more than ten (10%) percent each year.

      (c) Within two (2) months following the issuance of each real estate tax
bill of each year during the Term, the Landlord shall send to the Tenant a
Statement showing the actual real estate tax on the bill as compared to the
estimate for such tax collected. If the actual real estate taxes on the bill
exceed the total Estimated Taxes Payments for such tax during the concluded
year, the Tenant shall pay the difference to the Landlord within thirty (30)
days from the date of the Statement. If the total Estimated Taxes Payments for
such tax exceed the actual real estate taxes for the year, the Landlord shall
pay the difference to the Tenant within thirty (30) days form the date of the
Statement.

      (d) In the event that any Estimated Taxes Payment due hereunder shall not
be paid by the tenth (10th) day after which it is due, a late charge of 5% for
each dollar not paid may be charged by Landlord for each month or part thereof
that the same remains overdue. This charge shall be in addition to and not in
lieu of any other remedy Landlord may have and is in addition to any reasonable
fees and charges of any agents or attorneys Landlord may employ as a result of
any default in the payment of Rent hereunder, whether authorized herein or by
law. Any such "late charges" if not previously paid shall, at the option of
Landlord, be added to and become part of the succeeding Rent payment to be made
hereunder and shall be deemed to constitute Additional Rent.

      5.2 Contest by Landlord. Landlord shall have the right, after reasonable
consultation with Tenant, to contest in good faith any Tax or assessment at
Landlord's cost and expense. Tenant shall be entitled to its Pro Rata Share of
the net proceeds of any refund received by the Landlord as a result of any such
contest.

      5.3 Contest by Tenant. In the event that Landlord shall fail to contest
any Tax or assessment, Tenant shall have the right to contest such tax or
assessment in good faith, at its own cost and expense, provided, however, that
notwithstanding such contest, (1) Tenant shall pay when due its Pro Rata Share
of any Taxes; (2) Tenant shall comply with all applicable laws, rules and
regulations regarding the payment of Taxes; (3) Tenant shall not take any action
which would adversely affect, threaten or jeopardize the interest of the
Landlord in the Building or the Land; and (4) Tenant shall promptly pay,


                                       4
<PAGE>

indemnify and save Landlord harmless from, all penalties and interest which may
be charged or imposed as a result of or during the pendency of, any such
contest. In the event of any such contest by Tenant, Landlord agrees to
reasonably cooperate with Tenant, provided, however, that such cooperation shall
be without any cost or expense to Landlord and shall not be construed so as to
require the Landlord to withhold the payment of any Tax, interest or penalty
otherwise due and owing to, or charged by, any taxing authority.

      5.4 Adjustments for Partial Lease Years. It is further agreed that for the
first and last lease years of the Term, the portion of all Taxes, other than
such as result from assessments attributable to Tenant, to be paid by the Tenant
shall be pro rated, depending on the proportion which each such lease year shall
bear to the tax year in which it falls.

      5.5 Other Taxes Imposed on Landlord. Tenant shall not be obligated or
required hereunder to pay any franchise, excise, corporate, estate, inheritance,
succession, capital levy or transfer tax of Landlord, or any income, profit or
revenue tax upon the income or receipts of Landlord.

      5.6 Taxes Attributable to Tenant. Tenant shall be responsible for and
shall pay prior to the time when such payment shall be deemed delinquent, all
Taxes assessed during the Term against any leasehold interest, or any
improvements, alterations, additions, fixtures or personal property of any
nature placed in, on or about the Premises by the Tenant, whether such tax shall
have been levied or assessed against Landlord or Tenant.

ARTICLE 6 ADDITIONAL RENT

      6.1 In addition to all other rental charges provided for in this Lease,
Tenant agrees to pay as Additional Rent:

      (a) Its Pro Rata Share of the following costs and expenses incurred by
Landlord in connection with the operation, maintenance and non-structural repair
of the Building ("CAM Charges"): utilities, insurance, cleaning, snow removal,
parking lot cleaning and other "routine maintenance". "Routine maintenance" is
defined to mean those items having a maintenance cycle of annually or more
frequently. The Tenant shall not be responsible for "periodic maintenance"
items. "Periodic maintenance" is defined as those items with a maintenance cycle
of less than annually (e.g., re-sealing the parking lot).

      (b) One hundred percent (100%) of the cost of any janitorial or other
service furnished exclusively to the Premises.

      6.2 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a CAM Charges estimated
payment (the "Estimated Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $720.00 per month.
The Estimated Payment shall apply to a CAM Charge item that exceeds a cost of
$4,000 (a "Large Item") at the Tenant's option. The Tenant may pay a Large Item,
at its option, within 30 days of being billed by the Landlord for the Large Item
instead of having the Large Item paid out of the Estimated Payments.


                                       5
<PAGE>

      (b) The Landlord shall re-compute the Estimated Payment on July1 of each
year during the Term. The Estimated Payment so recomputed shall not increase by
more than ten (10%) percent each year.

      (c) Within two (2) months following July 1 of each year during the Term,
the Landlord shall send to the Tenant a Statement showing the actual CAM Charges
for the concluded year. If the actual CAM Charges exceed the total Estimated
Payments for the concluded year, the Tenant shall pay the difference to the
Landlord within thirty (30) days from the date of the Statement. If the total
Estimated Payments exceed the actual CAM Charges for the year, the Landlord
shall pay the difference to the Tenant within thirty (30) days form the date of
the Statement.

      (d) Within ten (10) business days of Tenant's written request, Landlord
will make available for inspection at Landlord's office during regular business
backup information with respect to the CAM Charges. The Tenant may only make one
request for backup information each month. The Landlord shall send to the Tenant
the backup information for Any Large Item expense within thirty (30) days of the
expense.

      (e) In the event that any Estimated Payment due hereunder shall not be
paid by the tenth (10th) day after which it is due, a late charge of 5% for each
dollar not paid may be charged by Landlord for each month or part thereof that
the same remains overdue. This charge shall be in addition to and not in lieu of
any other remedy Landlord may have and is in addition to any reasonable fees and
charges of any agents or attorneys Landlord may employ as a result of any
default in the payment of Rent hereunder, whether authorized herein or by law.
Any such "late charges" if not previously paid shall, at the option of Landlord,
be added to and become part of the succeeding Rent payment to be made hereunder
and shall be deemed to constitute Additional Rent.

      6.3 Under no circumstances shall the CAM Charges be construed so as to
impose upon Tenant any obligation for expenses incurred by Landlord with respect
to (a) replacement or re-sealing of blacktop, (b) traffic control devices not
located on the Land, (c) depreciation on the Building or on machinery and
equipment used in the management, operation, maintenance and repair of the
Building or the Land, (d) capital improvements or (e) structural repairs
(including the roof).

ARTICLE 7

      7.1 Tenant's Insurance. At all times during the Term, Tenant will carry
and maintain, at Tenant's expense, the following insurance, in the amounts
specified below or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on forms satisfactory to
Landlord:

      (d) Commercial general liability insurance with coverage for bodily injury
and property damage liability, with a combined single occurrence limit of not
less than $2,000,000. All such insurance shall include contractual liability
coverage for the performance by Tenant of the indemnity agreements set forth in
this Lease;

      (e) Insurance covering all of Tenant's furniture and fixtures, machinery,
equipment, stock, and any other personal property owned and used in Tenant's
business and found in, on, or about the Building, and any leasehold improvements


                                       6
<PAGE>

to the Premises in an amount not less than the full replacement cost. Property
forms shall provide coverage on a broad form basis insuring against "all risks
of direct physical loss." All policy proceeds will be used for the repair or
replacement of the property damaged or destroyed; however, if this Lease ceases
under the provisions of Article 20, Tenant will be entitled to any proceeds
resulting from damage to Tenant's furniture and fixtures, machinery, equipment,
stock, and any other personal property;

      (f) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
State of New York; and

      7.2 Forms of Policies. Certificates of insurance, together with copies of
the endorsements, when applicable, naming Landlord as an additional insured,
will be delivered to Landlord promptly following the Lease Date, but in no event
later than five (5) days prior to Tenant's occupancy of the Premises and from
time to time at least 10 days prior to the expiration of the term of each such
policy.. All commercial general liability or comparable policies maintained by
Tenant will name Landlord as an additional insured, entitling Landlord to
recover under such policies for any loss sustained by Landlord, its agents, and
employees as a result of the acts or omissions of Tenant. All such policies
maintained by Tenant will provide that they may not be terminated nor may
coverage be reduced below the minimums herein except after 30 days' prior
written notice to Landlord. All commercial general liability and property
policies maintained by Tenant will be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord may carry.

      7.3 Waiver of Subrogation. Landlord and Tenant each waive any and all
rights to recover against the other or against any other tenant or occupant of
the Building, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees or business visitors of such
other party or of such other tenant or occupant of the Building, for any loss or
damage to such waiving party arising from any cause covered by any property
insurance required to be carried by such party pursuant to this Article 7 or any
other property insurance actually carried by such party to the extent of the
limits of such policy. Landlord and Tenant from time to time will cause their
respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the
Building or the Premises or the contents of the Building or the Premises. Tenant
agrees to cause all other occupants of the Premises claiming by, under, or
through Tenant to execute and deliver to Landlord such a waiver of claims and to
obtain such waiver of subrogation rights endorsements

      7.4 Adequacy of Coverage. Landlord, its agents, and employees make no
representation that the limits of liability specified to be carried by Tenant
pursuant to this Article 7 are adequate to protect Tenant. If Tenant believes
that any of such insurance coverage is inadequate, Tenant will obtain such
additional insurance coverage as Tenant deems adequate, at Tenant's sole
expense.

ARTICLE 8

      8.1 Tenant's Use of the Premises. The Premises will be used by Tenant
solely as a business office, including, but not limited to: general business
operations, broker dealer operations, accounting, tax return preparation,
financial planning and brokerage services, and broker dealer operations. Tenant


                                       7
<PAGE>

acknowledges and agrees that, Tenant will use the Premises in a careful, safe,
and proper manner. Tenant will not use or permit the Premises to be used or
occupied for any purpose or in any manner prohibited by any applicable laws.
Tenant will not commit waste or suffer or permit waste to be committed in, on,
or about the Premises. Tenant will conduct its business and control its
employees, agents, and invitees in such a manner as not to create any nuisance
or interfere with, annoy, or disturb any other tenant or occupant of the
Building or Landlord in its operation of the Building.

ARTICLE 9 REQUIREMENTS OF LAW; FIRE INSURANCE

      9.1 General. At its sole cost and expense, Tenant will promptly comply
with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or in force after the Lease Date, with the
requirements of any board of fire underwriters or other similar body, with any
direction or occupancy certificate issued pursuant to any law by any public
officer or officers, insofar as they relate to the condition, use, or occupancy
of the Premises, excluding requirements of structural changes to the Premises or
the Building, unless required by the unique nature of Tenant's use or occupancy
of the Premises.

      9.2 Hazardous Materials.

      (a) For purposes of this Lease, "Hazardous Materials" means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation substances defined as "hazardous substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ss.ss. 9601-9657; the Hazardous Materials Transportation Act
of 1975, 49 U.S.C. ss.ss. 1801-1812; the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. ss.ss. 6901-6987; or any other federal, state, or local
statute, law, ordinance, code, rule, regulation, order, or decree regulating,
relating to, or imposing liability or standards of conduct concerning hazardous
materials, waste, or substances now or at any time hereafter in effect
(collectively, "Hazardous Materials Laws").

      (b) Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the
Building by Tenant, its agents, employees, or contractors. Tenant will not
permit the Premises to be used or operated in a manner that may cause the
Premises or the Building to be contaminated by any Hazardous Materials in
violation of any Hazardous Materials Laws. Tenant will immediately advise
Landlord in writing of (i) any and all enforcement, cleanup, remedial, removal,
or other governmental or regulatory actions instituted, completed, or threatened
pursuant to any Hazardous Materials Laws relating to any Hazardous Materials
affecting the Premises; and (ii) all claims made or threatened by any third
party against Tenant, Landlord, or the Premises relating to damage,
contribution, cost recovery, compensation, loss, or injury resulting from any
Hazardous Materials on or about the Premises. Without Landlord's prior written
consent, Tenant will not take any remedial action or enter into any agreements
or settlements in response to the presence of any Hazardous Materials in, on, or
about the Premises.

      (c) Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs, and liabilities, including attorneys' fees and costs, arising out of or
in connection with Tenant's breach of its obligations in this Article 9. Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all claims, costs,
and liabilities, including attorneys' fees and costs, arising out of or in
connection with the removal, cleanup, and restoration work and materials


                                       8
<PAGE>

necessary to return the Premises and any other property of whatever nature
located on the Building to their condition existing prior to the appearance of
Tenant's Hazardous Materials on the Premises. Tenant's obligations under this
Article 10 will survive the expiration or other termination of this Lease.

      9.3 Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would (a) jeopardize or be
in conflict with fire insurance policies covering the Building or fixtures and
property in the Building; (b) increase the rate of fire insurance applicable to
the Building to an amount higher than it otherwise would be for use of the
Building as an office/warehouse; or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property by reason of
any business or operation being carried on upon the Premises.

ARTICLE 10 ASSIGNMENT AND SUBLETTING

      10.1 General. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors, and assigns, covenants that
it will not assign, mortgage, or encumber this Lease, nor sublease, nor permit
the Premises or any part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each instance, which consent
will not be unreasonably withheld or delayed. Any assignment or sublease in
violation of this Article 10 will be void. If this Lease is assigned, or if the
Premises or any part of the Premises are subleased or occupied by anyone other
than Tenant, Landlord may, after default by Tenant, collect rent from the
assignee, subtenant, or occupant, and apply the net amount collected to Rent. No
assignment, sublease, occupancy, or collection will be deemed (a) a waiver of
the provisions of this Section 10.1; (b) the acceptance of the assignee,
subtenant, or occupant as Tenant; or (c) a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant contained in this
Lease. The consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from obtaining Landlord's prior written consent in
writing to any further assignment or sublease. No permitted subtenant may assign
or encumber its sublease or further sublease all or any portion of its subleased
space, or otherwise permit the subleased space or any part of its subleased
space to be used or occupied by others, without Landlord's prior written consent
in each instance.

      10.2 Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord (a)
the name and address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its proposed use of the space;
(d) banking, financial, or other credit information reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed form of assignment or
sublease for Landlord's reasonable approval.

      10.3 Prohibited Transfers. The transfer of a majority of the issued and
outstanding capital stock of any corporate Tenant or subtenant of this Lease, or
a majority of the total interest in any partnership Tenant or subtenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of this Lease or of such
sublease requiring Landlord's consent in each instance.


                                       9
<PAGE>

      10.4 Permitted Transfer. No Landlord consent shall be necessary in the
case of an assignment of this Lease or sublease of all or part of the Premises
to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any
corporation into or with which Tenant may be merged or consolidated; provided
that Tenant promptly provides Landlord with a fully executed copy of such
assignment or sublease, Tenant shall remain liable under the terms of this
Lease, and the resulting or surviving entity has a net worth at the time of such
assignment, equal to or in excess of Tenant's.

      10.5 Remedies. If Tenant believes that Landlord has unreasonably withheld
its consent pursuant to this Article 10, Tenant's sole remedy will be to seek a
declaratory judgment that Landlord has unreasonably withheld its consent or an
order of specific performance or mandatory injunction of the Landlord's
agreement to give its consent. In the event that Tenant successfully obtains any
such declaratory judgment and such judgment is not overturned on appeal, Tenant
shall be entitled to its reasonable attorney's fees and court costs with respect
thereto.

ARTICLE 11 RULES AND REGULATIONS

      11.1 Landlord's Rules and Regulations. Tenant and its employees, agents,
licensees and visitors will at all times observe faithfully, and comply strictly
with, the rules and regulations set forth in Exhibit B. Landlord may from time
to time reasonably amend, delete, or modify existing rules and regulations, or
adopt reasonable new rules and regulations for the use, safety, cleanliness, and
care of the Premises and the Building, and the comfort, quiet, and convenience
of occupants of the Building, provided that no such new rules or regulations
shall materially increase Tenant's responsibilities nor materially decrease
Tenant's rights hereunder. Modifications or additions to the rules and
regulations will be effective upon 30 days' prior written notice to Tenant from
Landlord. In the event of any breach of any rules or regulations or any
amendments or additions to such rules and regulations, Landlord will have all
remedies that this Lease provides for default by Tenant, and will in addition
have any remedies available at law or in equity, including the right to enjoin
any breach of such rules and regulations. Landlord will not be liable to Tenant
for violation of such rules and regulations by any other tenant, its employees,
agents, visitors, or licensees or any other person. In the event of any conflict
between the provisions of this Lease and the rules and regulations, the
provisions of this Lease will govern.

ARTICLE 12 COMMON AREAS

      12.1 Tenant's Use of the Common Areas. Landlord grants Tenant, its
employees, invitees, licensees, and other visitors a nonexclusive license for
the Term to use the Common Areas with others, subject to the terms and
conditions of this Lease. Without advance written notice to Tenant, except with
respect to matters covered by subsection (a) below, and without any liability to
Tenant in any respect, provided Landlord will take no action permitted under
this Article 12 in such a manner as to materially impair or adversely affect
Tenant's substantial benefit and enjoyment of the Premises, Landlord will have
the right to:

      (d) Close off any of the Common Areas to whatever extent required in the
opinion of Landlord and its counsel to prevent a dedication of any of the Common
Areas or the accrual of any rights by any person or the public to the Common
Areas;


                                       10
<PAGE>

      (e) Temporarily close any of the Common Areas for necessary maintenance,
alteration, or improvement purposes; and

      (f) Change the size, use, shape, or nature of any such Common Areas,
including erecting additional buildings on the Common Areas, expanding the
Building or other buildings to cover a portion of the Common Areas, converting
Common Areas to a portion of the Building or other buildings, or converting any
portion of the Building (excluding the Premises) or other buildings to Common
Areas, provided that, without Tenant's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, no such change in
the Common Areas shall materially impair ingress and egress to and from the
Premises. Upon erection of any additional buildings or change in Common Areas,
the portion of the Building upon which buildings or structures have been erected
will no longer be deemed to be a part of the Common Areas.

ARTICLE 13 LANDLORD'S REPAIR AND MAINTENANCE

      13.1 Landlord's Repair of Building. Landlord shall make necessary
structural repairs to the Building and shall keep in good order, condition and
repair all mechanical systems (including, but not limited to, electrical,
plumbing, heating, ventilation and air conditioning systems) servicing the
Common Areas or the entire Building, and the exterior foundations, downspouts,
gutters and roof of the Building, excluding, however, all windows, doors, plate
glass, signs and all repairs required by any casualty. For the purpose of this
Lease, a structural repair shall be defined as any structural repair to the
steel frame, footings, foundations, masonry walls, and roof of the Building. To
the extent that any repairs, whether structural or otherwise, result from damage
caused by any act, omission or negligence of Tenant, any subtenant or
concessionaire, or their respective employees, agents, invitees, licensees or
contractors, such repairs shall be performed by Landlord at the cost and expense
of Tenant, which expenses shall constitute Additional Rental.

      13.2 Landlord's Repair of Common Areas. Landlord further agrees to
maintain and repair and keep in good order and condition, reasonably clean and
free from snow, dirt and rubbish, all Common Areas. The costs and expenses
incurred by Landlord for maintenance, repairs, utilities, janitorial service,
refuse and snow removal and security of the Common Areas shall be performed to
ensure the proper quality and the preservation of the reputation of the
Building.

      13.3 Limitation on Liability. Landlord will not be in default under this
Lease or be liable to Tenant or any other person for direct or consequential
damage, or otherwise, for any failure to supply any heat, air conditioning,
cleaning, lighting, security; for surges or interruptions of electricity; or for
other services Landlord has agreed to supply during any period when Landlord
uses reasonable diligence to supply such services. Landlord will use reasonable
efforts to diligently remedy any interruption in the furnishing of such
services. Landlord reserves the right temporarily to discontinue such services
at such times as may be necessary by reason of accident; repairs, alterations or
improvements; strikes; lockouts; riots; acts of God; governmental preemption in
connection with a national or local emergency; any rule, order, or regulation of
any governmental agency; conditions of supply and demand that make any product
unavailable; Landlord's compliance with any mandatory governmental energy


                                       11
<PAGE>

conservation or environmental protection program, or any voluntary governmental
energy conservation program at the request of or with consent or acquiescence of
Tenant; or any other happening beyond the control of Landlord. Landlord will not
be liable to Tenant or any other person or entity for direct or consequential
damages resulting from the admission to or exclusion from the Building of any
person. In the event of invasion, mob, riot, public excitement, strikes,
lockouts, or other circumstances rendering such action advisable in Landlord's
sole opinion, Landlord will have the right to prevent access to the Building
during the continuance of the same by such means as Landlord, in its sole
discretion, may deem appropriate, including without limitation locking doors and
closing Parking Areas and other Common Areas. Except to the extent occasioned by
Landlord's negligence or intentional misconduct, Landlord will not be liable for
damages to person or property or for injury to, or interruption of, business for
any discontinuance permitted under this Article 13. Under no circumstances will
any such discontinuance in any way be construed as an eviction of Tenant or
cause an abatement of Rent or operate to release Tenant from any of Tenant's
obligations under this Lease.

ARTICLE 14 TENANT'S CARE OF THE PREMISES

      14.1 Maintenance of the Premises.

      (a) Tenant, at its sole cost and expense, shall take good care of the
Premises and shall keep, repair, replace and maintain the Premises (including
any electrical, plumbing, heating, ventilation, air conditioning and other
mechanical systems exclusively servicing the Premises and Tenant's equipment,
personal property and trade fixtures located in the Premises, which mechanical
systems shall be free of defects and in good working order on the date of
Delivery of Possession ) in good order, condition and repair, and each and every
part thereof (including, without limitation, painting and decorating), excepting
only such matters that are expressly stated herein to be within the Landlord's
obligation to maintain, and shall not cause nor permit any snow, ice, dirt,
debris or rubbish to be put, placed or maintained on the sidewalks, driveways,
parking lots, yards, entrances and curbs, in, on or adjacent to the Premises.
Tenant further agrees not to use the Premises or permit the Premises to be used
in any manner as to cause excessive depreciation of or to the Building, and
agrees not to cause nor permit waste of or damage or nuisance to, in, or about
the Premises or the Building.

      (b) Tenant shall have no right of access to the roof of the Premises or
the Building and shall not install, repair, place or replace any aerial, fan,
air conditioner or other device on the roof of the Premises or the Building
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Any aerial, fan, air conditioner or device installed
without such written consent shall be subject to removal, at Tenant's expense,
without notice at any time. Landlord shall repair at Tenant's expense, any
damage to the Building or roof resulting from the installation, repair, use, or
replacement of any such air conditioner or other device.

ARTICLE 15 ALTERATIONS

      15.1 General.

            1. During the Term, Tenant will not make or allow to be made any
alterations, additions, or improvements to or of the Premises or any part of the
Premises, or attach any fixtures or equipment to the Premises, without first
obtaining Landlord's written consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, Tenant shall have the right to make
interior, non-structural alterations in an amount not exceeding $50,000 in the
aggregate over the Term.


                                       12
<PAGE>

      (b) Subject to Tenant's rights in Article 18, all alterations, additions,
fixtures, and improvements, whether temporary or permanent in character, made in
or upon the Premises either by Tenant or Landlord, will immediately become
Landlord's property and at the end of the Term will remain on the Premises
without compensation to Tenant, unless when consenting to such alterations,
additions, fixtures, or improvements, Landlord has advised Tenant in writing
that such alterations, additions, fixtures, or improvements must be removed at
the expiration or other termination of this Lease.

      15.2 Free-Standing Partitions. Tenant will have the right to install
free-standing work station partitions in that portion of the Premises designated
by Landlord as office space, without Landlord's prior written consent, so long
as no building or other governmental permit is required for their installation
or relocation; however, if a permit is required, Landlord will not unreasonably
withhold its consent to such relocation or installation. Any free-standing work
station partitions purchased by Tenant will be part of Tenant's trade fixtures
for all purposes under this Lease. Any other partitions installed in the
Premises are and will be Landlord's property for all purposes under this Lease.

      15.3 Landlord Alterations. Any modifications or renovations of the lobby,
the second and third floor hallways, the stairways or any of the bathrooms shall
require the prior written approval of Tenant, which approval shall not be
unreasonably withheld.

      15.4 Removal. If Landlord has required Tenant to remove any or all
alterations, additions, fixtures, and improvements that are made in or upon the
Premises pursuant to this Article 15, Tenant will remove such alterations,
additions, fixtures, and improvements at Tenant's sole cost and will restore the
Premises to the condition in which they were before such alterations, additions,
fixtures, improvements, and additions were made, reasonable wear and tear
excepted.

ARTICLE 16 UTILITY SERVICE

      16.1 Utility Service for Premises. Tenant agrees to pay as and when the
same become due and payable, all charges for electricity, gas, heat, steam, hot
water, telephone and other utilities supplied to the Premises during the Term,
together with cost of repair, maintenance, replacement and reading of all meters
measuring Tenant's use or consumption thereof. If any such services are
separately metered or billed to Tenant, Tenant shall pay all charges for such
services directly. If, however, any such services are not separately metered or
billed to Tenant but rather are billed to and paid by Landlord, Tenant will pay
to Landlord its proportionate share of the cost of such services (as determined
by Landlord) as Additional Rent. In the event that Tenant shall fail to pay any
charges for any or all of the aforesaid services when due, Landlord shall have
the right, but not the obligation to make such payments, in which event, a sum
equal to any such payments shall be Additional Rent, and shall be collectible as
such, together with interest at an annual rate equal to five percent (5%)
percent above the Prime Rate, from the date of payment by Landlord. In no event
shall Landlord be responsible or liable for the failure to supply Tenant or for
the failure of Tenant to receive, any utility service, except in the event that
Landlord shall be negligent in connection with any such failure, nor shall
Tenant be entitled to any cessation, abatement, reduction or other offset of
Rent in the event of any failure to receive any utility service.


                                       13
<PAGE>

ARTICLE 17 MECHANICS' LIENS

      17.1 Removal of Liens. Tenant will pay or cause to be paid all costs and
charges for work (a) done by Tenant or caused to be done by Tenant, in or to the
Premises, and (b) for all materials furnished for or in connection with such
work. Tenant will indemnify Landlord against and hold Landlord, the Premises,
and the Building free, clear, and harmless of and from all mechanics' liens and
claims of liens, and all other liabilities, liens, claims, and demands on
account of such work by or on behalf of Tenant. If any such lien, at any time,
is filed against the Premises or any part of the Building, Tenant will cause
such lien to be discharged of record within 10 days after the filing of such
lien, except that if Tenant desires to contest such lien, it will furnish
Landlord, within such 10-day period, security reasonably satisfactory to
Landlord of at least 150% of the amount of the claim, plus estimated costs and
interest, or comply with such statutory procedures as may be available to
release the lien. If a final judgment establishing the validity or existence of
a lien for any amount is entered, Tenant will pay and satisfy the same at once.
If Tenant fails to pay any charge for which a mechanics' lien has been filed,
and has not given Landlord security as described above, or has not complied with
such statutory procedures as may be available to release the lien, Landlord may,
at its option, pay such charge and related costs and interest, and the amount so
paid, together with reasonable attorneys' fees incurred in connection with such
lien, will be immediately due from Tenant to Landlord as Additional Rent.
Nothing contained in this Lease will be deemed the consent or agreement of
Landlord to subject Landlord's interest in the Building to liability under any
mechanics' or other lien law. If Tenant receives written notice that a lien has
been or is about to be filed against the Premises or the Building, or that any
action affecting title to the Building has been commenced on account of work
done by or for or materials furnished to or for Tenant, it will immediately give
Landlord written notice of such notice. At least 15 days prior to the
commencement of any work (including but not limited to any maintenance, repairs,
alterations, additions, improvements, or installations) in or to the Premises,
by or for Tenant, Tenant will give Landlord written notice of the proposed work
and the names and addresses of the persons supplying labor and materials for the
proposed work. Landlord will have the right to post notices of nonresponsibility
or similar written notices on the Premises in order to protect the Premises
against any such liens. The terms and conditions of this Section 17.1 shall not
apply to any liens arising or resulting from the initial build-out of the
Premises by Landlord for Tenant.

ARTICLE 18 END OF TERM

      18.1 End of Term. At the end of this Lease, Tenant will promptly quit and
surrender the Premises broom-clean, in good order and repair, ordinary wear and
tear excepted. If Tenant is not then in default, Tenant may remove from the
Premises any trade fixtures, equipment, and movable furniture placed in the
Premises by Tenant, whether or not such trade fixtures or equipment are fastened
to the Building. Tenant will not remove any trade fixtures or equipment without
Landlord's prior written consent if such fixtures or equipment are used in the
operation of the Building, or if the removal of such fixtures or equipment will
result in impairing the structural strength of the Building. Whether or not
Tenant is in default, Tenant will remove such alterations, additions,
improvements, trade fixtures, equipment, and furniture as Landlord has requested
in accordance with Article 15. Tenant will fully repair any damage occasioned by
the removal of any trade fixtures, equipment, furniture, alterations, additions,
and improvements. All trade fixtures, equipment, furniture, inventory, effects,
alterations, additions, and improvements on the Premises after the end of the


                                       14
<PAGE>

Term will be deemed conclusively to have been abandoned and may be appropriated,
sold, stored, destroyed, or otherwise disposed of by Landlord without written
notice to Tenant or any other person and without obligation to account for them.
Tenant will pay Landlord for all expenses incurred in connection with the
removal of such property, including but not limited to the cost of repairing any
damage to the Building or Premises caused by the removal of such property.
Tenant's obligation to observe and perform this covenant will survive the
expiration or other termination of this Lease.

ARTICLE 19 EMINENT DOMAIN

      19.1 Condemnation of Premises. If all of the Premises are taken by
exercise of the power of eminent domain (or conveyed by Landlord in lieu of such
exercise) this Lease will terminate on a date (the "Termination Date") which is
the earlier of the date upon which the condemning authority takes possession of
the Premises or the date on which title to the Premises is vested in the
condemning authority. If more than 25% of the rentable area of the Premises is
so taken, Tenant will have the right to cancel this Lease by written notice to
Landlord given within 20 days after the Termination Date. If less than 25% of
the rentable area of the Premises is so taken, or if the Tenant does not cancel
this Lease according to the preceding sentence, the Base Rent will be abated in
the proportion of the rentable area of the Premises so taken to the rentable
area of the Premises immediately before such taking, and Tenant's Pro Rata Share
will be appropriately recalculated. If 25% or more of the Building is so taken,
Landlord may cancel this Lease by written notice to Tenant given within 30 days
after the Termination Date. In the event of any such taking, the entire award
will be paid to Landlord and Tenant will have no right or claim to any part of
such award; however, Tenant will have the right to assert a claim against the
condemning authority in a separate action, so long as Landlord's award is not
otherwise reduced.

ARTICLE 20 DAMAGE AND DESTRUCTION

      20.1 Notice of Casualty. If the Premises or the Building are damaged by
fire or other insured casualty, Landlord will give Tenant written notice of the
time which will be needed to repair such damage, as determined by Landlord in
its reasonable discretion, and the election (if any) which Landlord has made
according to this Article 20. Such notice will be given before the 30th day (the
"Notice Date") after the fire or other insured casualty.

      20.2 Minor Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent which may be repaired within 120 days after
the Notice Date, as reasonably determined by Landlord, Landlord will promptly
begin to repair the damage after the Notice Date and will diligently pursue the
completion of such repair. In that event this Lease will continue in full force
and effect except that Base Rent will be abated on a pro rata basis from the
date of the damage until the date of the completion of such repairs (the "Repair
Period") based on the proportion of the rentable area of the Premises Tenant is
unable to use during the Repair Period.

      20.3 Major Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent that may not be repaired within 180 days
after the Notice Date, as reasonably determined by Landlord, then (a) Landlord
may cancel this Lease as of the date of such damage by written notice given to
Tenant on or before the Notice Date, such written notice to include a detailed
explanation of the reasons the Premises or the Building cannot be repaired
within 180 days, or (b) Tenant may cancel this Lease as of the date of such
damage by written notice given to Landlord within 10 days after Landlord's


                                       15
<PAGE>

delivery of a written notice that the repairs cannot be made within such 180-day
period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord
will diligently proceed to repair the Building and Premises and Base Rent will
be abated on a pro rata basis during the Repair Period based on the proportion
of the rentable area of the Premises Tenant is unable to use during the Repair
Period.

      21.4 Tenant Caused Casualty. If any such damage by fire or other casualty
is the result of the willful conduct or negligence or failure to act of Tenant,
its agents, contractors, employees, or invitees, there will be no abatement of
Base Rent as otherwise provided for in this Article 20. Tenant will have no
rights to terminate this Lease on account of any damage to the Premises, or the
Building, except as set forth in this Lease.

ARTICLE 21 SUBORDINATION

      21.1 General. This Lease and Tenant's rights under this Lease are subject
and subordinate to any mortgage, together with any renewals, extensions,
modifications, consolidations, and replacements of such mortgage (a "Superior
Lien"), now or after the date affecting or placed, charged, or enforced against
the Land, the Building, or all or any portion of the Building or any interest of
Landlord in them or Landlord's interest in this Lease and the leasehold estate
created by this Lease (except to the extent any such instrument expressly
provides that this Lease is superior to such instrument). This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Notwithstanding the foregoing, Tenant will execute,
acknowledge, and deliver to Landlord, within 20 days after written demand by
Landlord, such documents as may be reasonably requested by Landlord or the
holder of any Superior Lien to confirm or effect any such subordination.

      21.2 Attornment. Tenant agrees that in the event that any holder of a
Superior Lien succeeds to Landlord's interest in the Premises, Tenant will pay
to such holder all Rents subsequently payable under this Lease. Further, Tenant
agrees that in the event of the enforcement by the holder of a Superior Lien of
the remedies provided for by law or by such Superior Lien, Tenant will, upon
request of any person or party succeeding to the interest of Landlord as a
result of such enforcement, automatically become the tenant of and attorn to
such successor in interest without change in the terms or provisions of this
Lease. Such successor in interest will not be bound by:

      (c) Any payment of Rent for more than one month in advance;

      (d) Any amendment or modification of this Lease made without the written
consent of such successor in interest;

      (e) Any claim against Landlord arising prior to the date on which such
successor in interest succeeded to Landlord's interest; or

      (f) Any claim or offset of Rent against the Landlord .

Upon request by such successor in interest and without cost to Landlord or such
successor in interest, Tenant will, within 20 days after written demand,
execute, acknowledge, and deliver an instrument or instruments confirming the
attornment, so long as such instrument provides that such successor in interest
will not disturb Tenant in its use of the Premises in accordance with this Lease
and will otherwise abide by the terms of this Lease from and after the effective
date on which such successor in interest succeeds to Landlord's interest in this
Lease.


                                       16
<PAGE>

ARTICLE 22 ENTRY BY LANDLORD

      22.1 Landlord's Right of Entry.Landlord, its agents, employees, and
contractors may enter the Premises at any time in response to an emergency and
at reasonable hours upon prior notice to Tenant to:

      (g) Inspect the Premises;

      (h) Exhibit the Premises to prospective purchasers, lenders or tenants;

      (i) Determine whether Tenant is complying with all its obligations in this
Lease;

      (j) Supply services to be provided by Landlord to Tenant according to this
Lease;

      (k) Post written notices of nonresponsibility or similar notices; or

      (l) Make repairs required of Landlord under the terms of this Lease or
make repairs to any adjoining space or utility services or make repairs,
alterations, or improvements to any other portion of the Building; however, all
such work will be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible.

Landlord covenants and agrees to use commercially reasonably efforts to avoid
unreasonable interference with Tenant and its operations in exercising its right
of access pursuant to this Section 22.1. Provided Landlord uses such
commercially reasonable efforts, Tenant, by this Section 22.1, waives any claim
against Landlord, its agents, employees, or contractors for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, or any other loss occasioned by
any entry in accordance with this Section. Landlord will at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises.
Landlord will have the right to use any and all means it may deem proper to open
doors in and to the Premises in an emergency in order to obtain entry to the
Premises. Any entry to the Premises by Landlord in accordance with this Section
will not be construed or deemed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or constructive, of Tenant from
the Premises or any portion of the Premises, , nor will any such entry entitle
Tenant to damages or an abatement of Base Rent, Additional Rent, or other
charges that this Lease requires Tenant to pay..

ARTICLE 23 INDEMNIFICATION, WAIVER, AND RELEASE

      23.1 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Landlord, its employees, or agents, and
subject to the provisions of Section 7.3, Tenant will neither hold nor attempt
to hold Landlord, its employees, or agents liable for, and Tenant will indemnify
and hold harmless Landlord, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:


                                       17
<PAGE>

      (a) the use or occupancy or manner of use or occupancy of the Premises by
Tenant or any person claiming under Tenant;

      (b) any activity, work, or thing done or permitted by Tenant in or about
the Premises or the Building;

      (c) any breach by Tenant or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Tenant,
its employees, agents, contractors, or invitees entering upon the Premises under
the express or implied invitation of Tenant.

            If any action or proceeding is brought against Landlord, its
employees, or agents by reason of any such claim for which Tenant has
indemnified Landlord, Tenant, upon written notice from Landlord, will defend the
same at Tenant's expense, with counsel reasonably satisfactory to Landlord.

      23.2 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Tenant, its employees, or agents, and
subject to the provisions of Section 7.3, Landlord will neither hold nor attempt
to hold Tenant, its employees, or agents liable for, and Landlord will indemnify
and hold harmless Tenant, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:

      (a) the ownership and use of the Building by Landlord or any person
claiming under Landlord;

      (b) any activity, work, or thing done or permitted by Landlord in or about
the Premises or the Building;

      (c) any breach by Landlord or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Landlord,
its employees, agents, contractors, or invitees entering upon the Premises.

      If any action or proceeding is brought against Tenant, its employees, or
agents by reason of any such claim for which Landlord has indemnified Tenant,
Landlord, upon written notice from Tenant, will defend the same at Landlord's
expense, with counsel reasonably satisfactory to Tenant.

ARTICLE 24 SECURITY DEPOSIT

      24.1 There is no security deposit being paid to the Landlord under this
Lease.

ARTICLE 25 QUIET ENJOYMENT


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<PAGE>

      25.1 Covenant of Quiet Enjoyment. Landlord covenants and agrees with
Tenant that so long as Tenant pays the Rent and observes and performs all the
terms, covenants, and conditions of this Lease on Tenant's part to be observed
and performed, Tenant may peaceably and quietly enjoy the Premises subject,
nevertheless, to the terms and conditions of this Lease, and Tenant's possession
will not be disturbed by anyone claiming by, through, or under Landlord.

ARTICLE 26 EFFECT OF SALE

      26.1 Sale of the Building. A sale, conveyance, or assignment of the
Building will operate to release Landlord from liability from and after the
effective date of such sale, conveyance, or assignment upon all of the
covenants, terms, and conditions of this Lease, express or implied, except those
liabilities that arose prior to such effective date, and, after the effective
date of such sale, conveyance, or assignment, Tenant will look solely to
Landlord's successor in interest in and to this Lease. This Lease will not be
affected by any such sale, conveyance, or assignment, and Tenant will attorn to
Landlord's successor in interest to this Lease, so long as such successor in
interest assumes Landlord's obligations under the Lease from and after such
effective date.

ARTICLE 27 DEFAULT

      27.1 Events of Default. The following events are referred to,
collectively, as "Events of Default" or, individually, as an "Event of Default":

      (a) Tenant defaults in the due and punctual payment of Rent, and such
default continues for 10 business days after written notice from Landlord;

      (b) Tenant vacates or abandons the Premises;

      (c) This Lease or the Premises or any part of the Premises are taken upon
execution or by other process of law directed against Tenant, or are taken upon
or subject to any attachment by any creditor of Tenant or claimant against
Tenant, and said attachment is not discharged or disposed of within 30 business
days after its levy;

      (d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise, or is dissolved or makes an assignment for
the benefit of creditors;

      (e) Involuntary proceedings under any such bankruptcy law or insolvency
act or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the property of
Tenant, and such proceeding is not dismissed or such receivership or trusteeship
vacated within 60 days after such institution or appointment;

      (f) Tenant breaches any of the other agreements, terms, covenants, or
conditions that this Lease requires Tenant to perform, and such breach continues
for a period of 30 days after written notice from Landlord to Tenant or, if such
breach cannot be cured reasonably within such 30-day period, if Tenant fails to
diligently commence to cure such breach within 30 days after written notice from
Landlord and to complete such cure within a reasonable time thereafter.


                                       19
<PAGE>

      27.2 Landlord's Remedies. If any one or more Events of Default set forth
in Section 27.1 occurs then Landlord has the right, at its election:

      (a) To give Tenant ten (10) days' written notice of the expiration of the
Term and upon the giving of such notice and the expiration of such ten (10) day
period, Tenant's right to possession of the Premises will cease and this Lease
will be terminated, except as to Tenant's liability, as if the expiration of the
term fixed in such notice were the end of the Term;

      (b) Without further demand or notice, to reenter and take possession
through summary eviction proceedings of the Premises or any part of the
Premises, repossess the same, expel Tenant and those claiming through or under
Tenant, and remove the effects of both or either, , without being liable for
prosecution, without being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of Rent or other amounts payable under
this Lease or as a result of any preceding breach of covenants or conditions; or

      (c) Without further demand or notice, to cure any Event of Default and to
charge Tenant for the cost of effecting such cure, including without limitation
reasonable attorneys' fees and interest on the amount so advanced at the rate
set forth in Section 29.21, provided that Landlord will have no obligation to
cure any such Event of Default of Tenant.

      Should Landlord take possession pursuant to legal proceedings or pursuant
to any notice provided by law, this Lease will terminate on the date of the
judgment of eviction or such notice. Thereafter, Landlord shall use commercially
reasonable efforts to relet the Premises and to mitigate any damages which may
be due from the Tenant under this Lease.

ARTICLE 28 PARKING

      28.1 Use of Parking Areas. Tenant (including its employees, agents,
clients, customers and other invitees) will be entitled to unlimited,
non-exclusive use of the Parking Areas during the Term subject to the rules and
regulations set forth in Exhibit B, and any amendments or additions to them.
There will be no restrictions on parking and no designated spaces (either at 9
or 11 Raymond Avenue). The Landlord agrees that there will be no construction or
development which diminishes the current parking area or the number of parking
spaces.

ARTICLE 29 SIGNAGE

      The Tenant shall have the only sign on the pedestal in front of 11 Raymond
Avenue. There will be no other pedestal signs in front of 11 Raymond Avenue.
There will be no other signs, other than the existing sign for the bank tenant
sign, on 11 Raymond Avenue facing Raymond Avenue or facing Main Street.

ARTICLE 30 RESTRICTION ON LANDLORD'S RENTING

      The Landlord may not rent any space in 9 or 11 Raymond Avenue to, or
permit any space to be occupied by: a broker dealer; a financial planner; an
NASD registered representative; an investment advisor; an insurance agency; for
the sale of securities, insurance or annuities; or by an accountant, bookkeeper
or income tax preparer.

ARTICLE 31 RENEWAL OPTIONS


                                       20
<PAGE>

      Tenant shall have the option to renew this Lease for an additional term of
seven (7) years, by sending written notice to the Landlord on or before three
(3) months prior to the expiration of the current Term. All of the terms and
conditions of this Lease shall apply during the renewal term. The Base Rent
during the first year of the renewal term shall be the Base Rent during the last
month of the current Term plus 3%, and the Base Rent shall increase by 3% on
July 1st of each year during the renewal term.

ARTICLE 32 MISCELLANEOUS

      32.1 No Construction Against Drafting Party. Landlord and Tenant
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against Landlord
merely because Landlord has prepared it.

      32.2 No Recordation. Tenant's recordation of this Lease or any memorandum
or short form of it will be void and a default under this Lease.

      32.3 No Waiver. The waiver by either party of any agreement, condition, or
provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition, or provision
contained in this Lease, nor will any custom or practice that may grow up
between the parties in the administration of the terms of this Lease be
construed to waive or to lessen the right of any party to insist upon the
performance by the other in strict accordance with the terms of this Lease. The
subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement, condition, or provision of this
Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent.

      32.4 Limitation on Recourse. The term "Landlord" as used in this Lease
means only the owner, the holder of a lease or the mortgagee in possession for
the time being of the Premises, so that in the event of any sale of the Building
or an assignment of this Lease or an underlying lease, Landlord herein shall be
and hereby is entirely freed and relieved of all obligations of Landlord
hereunder thereafter accruing or arising without the necessity of further
agreement between the parties and by operation of such sale or assignment such
purchaser, assignee or lessee agrees that the purchaser, assignee or lessee has
assumed and agreed to observe and perform all obligations of Landlord hereunder.
No such sale or assignment shall be deemed to relieve Landlord for any
obligation arising or accruing under this Lease prior to the effective date of
such sale or assignment. Notwithstanding anything herein contained to the
contrary, it is specifically understood and agreed that there shall be no
personal liability on the part of the Landlord (or its shareholders, venturers
and partners, their shareholders, venturers and partners, and all of their
officers, directors and employees), with respect to any of the terms,
provisions, covenants and conditions of this Lease, and that Tenant shall look
solely to the estate, property and equity of Landlord or such successor in
interest in the Building and subject to the prior rights of any mortgagee or
ground lessee, for the satisfaction of each and every remedy of Tenant in the
event of any breach by Landlord or by such successor in interest of any of the
terms, provisions, covenants and conditions of this Lease to be performed by
Landlord, which exculpation of personal liability shall be absolute and without
exception.

      32.5 Estoppel Certificates. At any time and from time to time but within
10 days after prior written request by Landlord, Tenant will execute,
acknowledge, and deliver to Landlord, promptly upon request, a certificate
certifying if true (a) that this Lease is unmodified and in full force and


                                       21
<PAGE>

effect or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the date and nature of each modification;
(b) the date, if any, to which Rent and other sums payable under this Lease have
been paid; (c) that no written notice of any default has been delivered to
Landlord which default has not been cured, except as to defaults specified in
said certificate; (d) that there is no Event of Default under this Lease or an
event which, with notice or the passage of time, or both, would result in an
Event of Default under this Lease, except for defaults specified in said
certificate; and (e) such other matters as may be reasonably requested by
Landlord. Any such certificate may be relied upon by any prospective purchaser
or existing or prospective mortgagee of the Building. Tenant's failure to
deliver such a certificate within such time will be conclusive evidence of the
matters set forth in it.

      32.6 Waiver of Jury Trial. Landlord and Tenant by this Section 32.6 waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims (except
claims for personal injury or property damage), and any emergency statutory or
any other statutory remedy.

      32.7 Holding Over. Tenant will have no right to remain in possession of
all or any part of the Premises after the expiration of the Term. If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy
will not constitute a renewal or extension of this Lease for any further Term;
and (c) such tenancy may be terminated by Landlord upon the earlier of 30 days'
prior written notice or the earliest date permitted by law. In such event, Base
Rent will be increased to an amount equal to 125% of the Base Rent payable
during the last month of the Term, and any other sums due under this Lease will
be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy will be subject to every other term, condition, and
covenant contained in this Lease.

      32.8 Notices. Any notice, request, demand, consent, approval, or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered, sent by facsimile with
receipt acknowledged, deposited with any nationally recognized overnight carrier
that routinely issues receipts, or deposited in any depository regularly
maintained by the United States Postal Service, postage prepaid, certified mail,
return receipt requested, addressed to the party for whom it is intended at its
address set forth in Section 1.1. Either Landlord or Tenant may add additional
addresses or change its address for purposes of receipt of any such
communication by giving 10 days' prior written notice of such change to the
other party in the manner prescribed in this Section 30.12.

      32.9 Severability. If any provision of this Lease proves to be illegal,
invalid, or unenforceable, the remainder of this Lease will not be affected by
such finding, and in lieu of each provision of this Lease that is illegal,
invalid, or unenforceable a provision will be added as a part of this Lease as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable.

      32.10 Written Amendment Required. No amendment, alteration, modification
of, or addition to the Lease will be valid or binding unless expressed in
writing and signed by Landlord and Tenant. Tenant agrees to make any


                                       22
<PAGE>

modifications of the terms and provisions of this Lease required or requested by
any lending institution providing financing for the Building, provided that no
such modifications will materially adversely affect Tenant's rights and
obligations under this Lease.

      32.11 Entire Agreement. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant. No promises or
representations, except as contained in this Lease, have been made to Tenant
respecting the condition or the manner of operating the Premises or the
Building.

      32.12 Captions. The captions of the various articles and sections of this
Lease are for convenience only and do not necessarily define, limit, describe,
or construe the contents of such articles or sections.

      32.13 Notice of Landlord's Default. In the event of any alleged default in
the obligation of Landlord under this Lease, Tenant will deliver to Landlord
written notice listing the reasons for Landlord's default and Landlord will have
30 days following receipt of such notice to cure such alleged default or, in the
event the alleged default cannot reasonably be cured within a 30 day period, to
commence action and proceed diligently to cure such alleged default. A copy of
such notice to Landlord will be sent to any holder of a mortgage or other
encumbrance on the Building of which Tenant has been notified in writing, and
any such holder will also have the same time periods to cure such alleged
default.

      32.14 Authority. Tenant and the party executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of directors or partners, as the case may be, and agree upon
request to deliver to Landlord a resolution or similar document to that effect.

      32.15 Governing Law. This Lease will be governed by and construed pursuant
to the laws of New York, without regard to principles of conflict of laws.

      32.16 Landlord's Consent. With respect to any provision hereof which
provides for the consent or approval of Landlord, said consent or approval shall
be in writing and shall not be unreasonably withheld. Tenant in no event shall
be entitled to make any claim, and Tenant hereby waives any claim for money
damages, whether by way of set off, counterclaim, defense or otherwise, based
upon any claim or assertion by Tenant that Landlord has unreasonably withheld or
delayed any consent or approval. Tenant's sole remedies shall be an action or
proceeding to enforce any such provision, or for an injunction or declaratory
judgment. To the extent that Tenant is the prevailing party in any such action
or proceeding, Tenant shall be entitled to recover its reasonable attorneys'
fees and costs. All expenses reasonably and verifiably incurred by Landlord in
reviewing and acting upon any request for consent hereunder, including but not
limited to, attorneys' and architects' fees, shall be reimbursed by Tenant to
Landlord, shall be deemed to constitute Additional Rent and shall be paid over
to Landlord on the first day of the month following demand therefor.

      32.17 Binding Effect. The covenants, conditions, and agreements contained
in this Lease will bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors,
and, except as otherwise provided in this Lease, their assigns.


                                       23
<PAGE>

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.

                                         LANDLORD:

                                         ANGELO BALBO MANAGEMENT, LLC


                                         By: /s/ Angelo Balbo
                                             -----------------------------------
                                                   Angelo Balbo, President


                                         TENANT:

                                         GILMAN + CIOCIA, INC.


                                         By: /s/ Michael Ryan
                                             -----------------------------------
                                                   Michael Ryan, President


                                       24
<PAGE>

                                    EXHIBIT A

                    Legal Description of the Land is Annexed

                             TITLE NO. RCA-813-37184

                                   SCHEDULE A

PARCEL I

      ALL that certain plot, piece, or parcel of land situate, lying and being
in the Town of Poughkeepsie, County of Dutchess and State of New York, being
bounded and described as follows:

      BEGINNING at a spike set near the center line of an asphalt concrete drive
adjacent to the edge of the concrete sidewalk, said point being the southeast
corner of Parcel No. 3 and the northeast corner of the herein described parcel;
thence running along the westerly side of Raymond Avenue and more or less along
the westerly edge of the concrete sidewalk the following courses and distances:
South 11 degrees 10' 30" West 16.54 feet; South 16 degrees 32' 30" West 72.83
feet; South 16 degrees 03' 30" West 5.99 feet; South 14 degrees 45' 40" West
33.50 feet and South 14 degrees 24' 30" West 17.05 feet to a nail set in a rock
at the westerly edge of the concrete sidewalk said point being the northeast
corner of lands of Crimswal Realty Company and the southeast corner of the
herein described parcel; thence along the northerly boundary line of Crimswal
Company, North 83 degrees 32' 30" West said boundary line being parallel to and
48 feet distant northerly from the north face of the large brick and block
building standing on the northwest corner of Raymond Avenue and the Poughkeepsie
East Arterial formerly Haight Avenue at this location, a distance of 308.81 feet
to an iron pin found set at the northwest corner of lands of Crimswal Realty
Company and the southwest corner of the herein described parcel; thence running
along the rear line or easterly line of several owners of lots facing Lewis
Avenue and running on the easterly side thereof, North 10 degrees 46' 50" East a
distance of 176.82 feet to an iron pin set at the southwest corner of Parcel No.
2 and the northwest corner of the herein described parcel; thence along the
southerly boundary of Parcel No. 2 South 79 degrees 53' 30" East a distance of
41.65 feet to a spike set in an asphalt concrete blocking lot at the southeast
corner of Parcel No. 2 and the southwest corner of Parcel No. 3; thence along
the southerly boundary line of Parcel No. 3 the following courses and distances:
South 75 degrees 42' 40" East 121.40 feet and South 78 degrees 46' 40" East
156.50 feet to the point and place of BEGINNING.

                SCHEDULE A OF THIS REPORT CONSISTS OF THREE PAGES


                                       25
<PAGE>

                                    EXHIBIT B

                              Rules and Regulations

            1. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons occupying,
using, or entering the Building, or any equipment, finishings, or contents of
the Building, and Tenant will comply with Landlord's reasonable requirements
relative to such systems and procedures. Landlord shall discuss such systems and
procedures with Tenant prior to implementation.

            2. The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenants or used by any
of them for any purpose other than for ingress to and egress from their
respective premises. The halls, passages, exits, entrances, elevators,
escalators, and stairways are not for the general public, and Landlord will in
all cases retain the right to control and prevent access to such halls,
passages, exits, entrances, elevators, and stairways of all persons whose
presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation, and interests of the Building and its tenants, provided
that nothing contained in these rules and regulations will be construed to
prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No tenant and no employee or invitee of any tenant will go upon the
roof of the Building. No tenant will be permitted to place or install any object
(including without limitation radio and television antennas, loudspeakers, sound
amplifiers, microwave dishes, solar devices, or similar devices) on the exterior
of the Building or on the roof of the Building.

            3. No sign, placard, picture, name, advertisement, or written notice
visible from the exterior of the Premises will be inscribed, painted, affixed,
or otherwise displayed by Tenant on any part of the Building or the Premises
without the prior written consent of Landlord. All approved signs or lettering
on doors will be printed, painted, affixed, or inscribed at the expense of the
Tenant by a person approved by Landlord. Other than draperies expressly
permitted by Landlord and Building standard mini-blinds, material visible from
outside the Building will not be permitted. In the event of the violation of
this rule by Tenant, Landlord may remove the violating items without any
liability, and may charge the expense incurred by such removal to the Tenant.

            4. No cooking will be done or permitted by any tenant on the
Premises, except in areas of the Premises which are specially constructed for
cooking and except that use by the Tenant of microwave ovens and Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate, and
similar beverages will be permitted, provided that such use is in accordance
with all applicable federal, state, and city laws, codes, ordinances, rules, and
regulations.

            5. No smoking shall be done or permitted by any tenant or by any
agent, employee, guest or invitee of any tenant in the Common Areas.


                                       26
<PAGE>

            6. The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

            7. No tenant will in any way deface any part of the Premises or the
Building. In those portions of the Premises where carpet has been provided
directly or indirectly by Landlord, Tenant will at its own expense install and
maintain pads to protect the carpet under all furniture having casters other
than carpet casters.

            8. Tenant will not alter, change, replace, or rekey any lock or
install a new lock or a knocker on any door of the Premises. Landlord, its
agent, or employees will retain a pass (master) key to all door locks on the
Premises. Any new door locks required by Tenant or any change in keying of
existing locks will be installed or changed by Landlord following Tenant's
written request to Landlord and will be at Tenant's expense. All new locks and
rekeyed locks will remain operable by Landlord's pass (master) key. Landlord
will furnish each Tenant, free of charge, with two (2) keys to each door lock on
the Premises. Landlord will have the right to collect a reasonable charge for
additional keys requested by any Tenant. Tenant, upon termination of its
tenancy, will deliver to Landlord all keys for the Premises and Building that
have been furnished to such Tenant.

            9. No tenant will use or keep in the Premises or the Building any
kerosene, gasoline, or inflammable or combustible or explosive fluid or material
or chemical substance other than limited quantities of such materials or
substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required in such
tenant's normal operations in the Premises. Without Landlord's prior written
approval, no tenant will use any method of heating or air conditioning other
than that supplied by Landlord. No tenant will use or keep or permit to be used
or kept any foul or noxious gas or substance in the Premises.

            10. Landlord will have the right, exercisable upon written notice
and without liability to any tenant, to change the name and street address of
the Building.

            11. Landlord will have the right to prohibit any advertising by
Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability, and upon written
notice from Landlord, Tenant will refrain from or discontinue such advertising.

            12. Tenant will not bring any animals or birds into the Building,
and will not permit bicycles or other vehicles inside or on the sidewalks
outside the Building except in areas designated from time to time by Landlord
for such purposes.

            13. Tenant will store all its trash and garbage within the Premises
or in receptacles provided by Landlord. No material will be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage without being in violation of any law or ordinance governing
such disposal. Removal of any furniture or furnishings, large equipment, packing


                                       27
<PAGE>

crates and packing materials will be the responsibility of each tenant and such
items may not be disposed of in the Building trash receptacles. No furniture,
appliances, equipment, or flammable products of any type may be disposed of in
the Building trash receptacles.

            14. Canvassing, peddling, soliciting, and distributing handbills or
any other written materials in the Building are prohibited, and each tenant will
cooperate to prevent the same.

            15. The requirements of the tenants will be attended to only upon
application by written, personal, or telephone notice to Landlord at the
Landlord's Address. Employees of Landlord will not perform any work or do
anything outside of their regular duties unless under special instructions from
Landlord.

            16. A directory of the Building will be provided for the display of
the name and location of tenants only. All entries on the Building directory
display will conform to standards and style set by Landlord in its sole
discretion. . No Tenant will have any right to the use of any exterior sign.

            17. Tenant will see that the doors of the Premises are closed and
locked and that all water faucets, water apparatus, and utilities are shut off
before Tenant or Tenant's employees leave the Premises, so as to prevent waste
or damage, and for any default or carelessness in this regard Tenant will make
good all injuries sustained by other tenants or occupants of the Building or
Landlord.

            18. Tenant will not conduct itself in any manner that is
inconsistent with the character of the Building or that will impair the comfort
and convenience of other tenants in the Building.

            19. Neither Landlord nor any operator of the Parking Areas will be
liable for loss of or damage to any vehicle or any contents of such vehicle or
accessories to any such vehicle, or any property left in any of the Parking
Areas, resulting from fire, theft, vandalism, accident, conduct of other users
of the Parking Areas and other persons, or any other casualty or cause. Further,
Tenant understands and agrees that: (a) Landlord will not be obligated to
provide any traffic control, security protection or operator for the Parking
Areas ; (b) Tenant uses the Parking Areas at its own risk; and (c) Landlord will
not be liable for personal injury or death, or theft, loss of, or damage to
property. Except to the extent caused by Landlord's negligent act or omission,
Tenant waives and releases Landlord from any and all liability arising out of
the use of the Parking Areas by Tenant, its employees, agents, invitees, and
visitors, whether brought by any of such persons or any other person.

            20. Tenant (including Tenant's employees, agents, invitees, and
visitors) will use the Parking Areas solely for the purpose of parking passenger
model cars, small vans, and small trucks and will comply in all respects with
any rules and regulations that may be promulgated by Landlord from time to time
with respect to the Parking Areas. The Parking Areas may be used by Tenant, its
agents, or employees, for occasional overnight parking of vehicles, but shall
not under any circumstances be used by Tenant or its agents or employees for the
display or parking of vehicles advertised as being for sale. Tenant will ensure
that any vehicle parked in any of the Parking Areas will be kept in proper
repair and will not leak excessive amounts of oil or grease or any amount of


                                       28
<PAGE>

gasoline. If any of the Parking Areas are at any time used (a) for any purpose
other than parking as provided above; (b) in any way or manner reasonably
objectionable to Landlord; or (c) by Tenant after default by Tenant under the
Lease, Landlord, in addition to any other rights otherwise available to
Landlord, may consider such default an Event of Default under the Lease.

            21. Tenant's right to use the Parking Areas will be in common with
other tenants of the Building and with the tenants of 9 Raymond Avenue.

            22. Tenant has no right to assign or sublicense any of its rights in
the Parking Areas, except as part of a permitted assignment or sublease of the
Lease.

            23. No act or thing done or omitted to be done by Landlord or
Landlord's agent during the Term of the Lease in connection with the enforcement
of these rules and regulations will constitute an eviction by Landlord of any
Tenant nor will it be deemed an acceptance of surrender of the Premises by any
Tenant, and no agreement to accept such termination or surrender will be valid
unless in a writing signed by Landlord. The delivery of keys to any employee or
agent of Landlord will not operate as a termination of the Lease or a surrender
of the Premises unless such delivery of keys is done in connection with a
written instrument executed by Landlord approving the termination or surrender.

            24. In these rules and regulations, Tenant includes the employees,
agents, invitees, and licensees of Tenant and others permitted by Tenant to use
or occupy the Premises.

            25. These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.


                                       29
<PAGE>

                                 LEASE AGREEMENT

            THIS LEASE AGREEMENT is made as of this 30th day of June, 2006 by
and between GILMAN + CIOCIA, INC., a Delaware corporation having its principal
office at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the "Tenant") and,
ANGELO BALBO MANAGEMENT, LLC, a New York limited liability company having an
office at 18 Millbank Road, Poughkeepsie, NY 12603 (the "Landlord").

            NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

ARTICLE 1 BASIC LEASE INFORMATION

      1.1 Basic Lease Information. As used in this Lease, the following basic
lease terms shall have the meanings ascribed thereto:

      (a)   Lease Date: June 30, 2006

      (b)   Landlord's Address:

                  18 Millbank Road

                  Poughkeepsie, NY 12603

                  with a copy at the same time to:

                  Michael Kistner, Esq.

                  2 Raymond Avenue

                  Poughkeepsie, NY 12603

      (c)   Tenant's Address:

                  Gilman + Ciocia, Inc.
                  11 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Attention: Legal Department

      (d)   Building Address:

                  11 Raymond Avenue
                  Poughkeepsie, NY 12603

      (e)   Premises: Suite 34/36, containing approximately 3,558 gross rentable
            square feet, and containing approximately 3,097 net useable square
            feet.

<PAGE>

      (f)   Tenant's Pro Rata Share: A percentage, based upon the ratio of the
            gross rentable square footage of the Premises to the total gross
            rentable square footage of the Building and 9 Raymond Avenue.
            Tenant's Pro Rata Share, based upon the current rentable square
            footage of the Building and 9 Raymond Avenue and the current
            rentable square footage of the Premises, is 3,558/34,631, 10.27%.

      (g)   Term: 84 months, beginning on the Commencement Date and expiring on
            the Expiration Date.

      (h)   Commencement Date: July 1, 2006.

      (i)   Expiration Date: June 30, 2013 unless adjusted or sooner terminated
            as provided herein.

      (j)   Security Deposit: None.

      (k)   Base Rent: Throughout the Term, Base Rent shall be $37,714.00 per
            year, and $3,143.00 per month. The Base Rent shall increase by three
            (3%) percent on July 1st of each year during the Term.

      (l)   Broker: None.

      (m)   Estimated Monthly Additional Rent Charge (not including Tenant's Pro
            Rata Share of Taxes): $890.00.

      1.2 Additional Definitions. As used in this Lease, the following terms
shall have the meanings ascribed thereto:

      (a) Additional Rent: Any amounts that this Lease requires Tenant to pay in
addition to Base Rent.

      (b) Building: 11 Raymond Avenue and related improvements (including,
without limitation, parking lots, walkways, driveways, fences and landscaping)
of which the Premises are a part.

      (c) Common Areas: The hallways, entryways, stairs, elevators, driveways,
parking lot, walkways, restrooms, trash facilities, and all other areas and
facilities in and about the Building that are provided and designated from time
to time by Landlord for the general nonexclusive use and convenience of Tenant
with Landlord and other tenants of the Building and their respective employees,
invitees, licensees or visitors.

      (d) Land: The land on which the Building is located, which is described on
Exhibit A.

      (e) Parking Areas: Those portions of the parking lots adjacent to the
Building which Landlord shall from time to time designate for use by the tenants
of the Building for parking.

      (f) Prime Rate: The rate of interest from time to time announced by
Citibank as its prime rate of interest.


                                       2
<PAGE>

      (g) Rent: The Base Rent and Additional Rent.

If any other provision of this Lease contradicts any definition of this Article,
the other provision will prevail.

      1.3 Exhibits. The following exhibits are attached to and made a part of
this Lease:

            EXHIBIT A -- Legal Description of the Land

            EXHIBIT B -- Rules and Regulations

ARTICLE 2 AGREEMENT

      2.1 Grant of Lease. Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, on the terms and conditions set forth in this
Lease.

ARTICLE 3 DELIVERY OF PREMISES

      3.1 Delivery of Possession.

      (a) The Premises shall be delivered to the Tenant as of July 1, 2006.

      (b) Tenant acknowledges that neither Landlord nor its agents or employees
have made any representations or warranties as to the suitability or fitness of
the Premises for the conduct of Tenant's business or for any other purpose.
Landlord and its agents or employees have not agreed to undertake any
alterations or construct any Tenant improvements to the Premises.

ARTICLE 4 BASE RENT

      4.1 Payment of Base Rent. Throughout the Term, Tenant will pay Base Rent
to Landlord in monthly installments, the first of which shall become due on the
Commencement Date with successive installments to become due on the first day of
each successive calendar month thereafter. Base Rent will be paid to Landlord,
without written notice or demand, and without deduction or offset, in lawful
money of the United States of America at Landlord's Address, or to such other
address as Landlord may from time to time designate in writing.

      4.2 Late Payment. In the event that any payment of Rent due hereunder
shall not be paid by the tenth (10th) day after which it is due, a late charge
of 5% for each dollar not paid may be charged by Landlord for each month or part
thereof that the same remains overdue. This charge shall be in addition to and
not in lieu of any other remedy Landlord may have and is in addition to any
reasonable fees and charges of any agents or attorneys Landlord may employ as a
result of any default in the payment of Rent hereunder, whether authorized
herein or by law. Any such "late charges" if not previously paid shall, at the
option of Landlord, be added to and become part of the succeeding Rent payment
to be made hereunder and shall be deemed to constitute Additional Rent.


                                       3
<PAGE>

ARTICLE 5 REAL ESTATE AND ASSESSMENTS

      5.1 Tenant's Obligation to Pay Taxes. Tenant covenants and agrees that it
shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of all real
property taxes and assessments of whatever kind and nature, including water and
sewer rents, special assessments and payments in lieu of taxes levied, imposed,
assessed or fixed on or against the Building and the Land or arising from the
use, occupancy or possession thereof, during the Term hereof (hereinafter
collectively referred to as the "Taxes").

      5.1 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a Taxes estimated payment (the
"Estimated Taxes Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $1334 per month.

      (b) The Landlord shall re-compute the Estimated Taxes Payment on July 1 of
each year during the Term. The Estimated Taxes Payment so recomputed shall not
increase by more than ten (10%) percent each year.

      (c) Within two (2) months following the issuance of each real estate tax
bill of each year during the Term, the Landlord shall send to the Tenant a
Statement showing the actual real estate tax on the bill as compared to the
estimate for such tax collected. If the actual real estate taxes on the bill
exceed the total Estimated Taxes Payments for such tax during the concluded
year, the Tenant shall pay the difference to the Landlord within thirty (30)
days from the date of the Statement. If the total Estimated Taxes Payments for
such tax exceed the actual real estate taxes for the year, the Landlord shall
pay the difference to the Tenant within thirty (30) days form the date of the
Statement.

      (d) In the event that any Estimated Taxes Payment due hereunder shall not
be paid by the tenth (10th) day after which it is due, a late charge of 5% for
each dollar not paid may be charged by Landlord for each month or part thereof
that the same remains overdue. This charge shall be in addition to and not in
lieu of any other remedy Landlord may have and is in addition to any reasonable
fees and charges of any agents or attorneys Landlord may employ as a result of
any default in the payment of Rent hereunder, whether authorized herein or by
law. Any such "late charges" if not previously paid shall, at the option of
Landlord, be added to and become part of the succeeding Rent payment to be made
hereunder and shall be deemed to constitute Additional Rent.

      5.2 Contest by Landlord. Landlord shall have the right, after reasonable
consultation with Tenant, to contest in good faith any Tax or assessment at
Landlord's cost and expense. Tenant shall be entitled to its Pro Rata Share of
the net proceeds of any refund received by the Landlord as a result of any such
contest.

      5.3 Contest by Tenant. In the event that Landlord shall fail to contest
any Tax or assessment, Tenant shall have the right to contest such tax or
assessment in good faith, at its own cost and expense, provided, however, that
notwithstanding such contest, (1) Tenant shall pay when due its Pro Rata Share
of any Taxes; (2) Tenant shall comply with all applicable laws, rules and
regulations regarding the payment of Taxes; (3) Tenant shall not take any action
which would adversely affect, threaten or jeopardize the interest of the
Landlord in the Building or the Land; and (4) Tenant shall promptly pay,
indemnify and save Landlord harmless from, all penalties and interest which may
be charged or imposed as a result of or during the pendency of, any such


                                       4
<PAGE>

contest. In the event of any such contest by Tenant, Landlord agrees to
reasonably cooperate with Tenant, provided, however, that such cooperation shall
be without any cost or expense to Landlord and shall not be construed so as to
require the Landlord to withhold the payment of any Tax, interest or penalty
otherwise due and owing to, or charged by, any taxing authority.

      5.4 Adjustments for Partial Lease Years. It is further agreed that for the
first and last lease years of the Term, the portion of all Taxes, other than
such as result from assessments attributable to Tenant, to be paid by the Tenant
shall be pro rated, depending on the proportion which each such lease year shall
bear to the tax year in which it falls.

      5.5 Other Taxes Imposed on Landlord. Tenant shall not be obligated or
required hereunder to pay any franchise, excise, corporate, estate, inheritance,
succession, capital levy or transfer tax of Landlord, or any income, profit or
revenue tax upon the income or receipts of Landlord.

      5.6 Taxes Attributable to Tenant. Tenant shall be responsible for and
shall pay prior to the time when such payment shall be deemed delinquent, all
Taxes assessed during the Term against any leasehold interest, or any
improvements, alterations, additions, fixtures or personal property of any
nature placed in, on or about the Premises by the Tenant, whether such tax shall
have been levied or assessed against Landlord or Tenant.

ARTICLE 6 ADDITIONAL RENT

      6.1 In addition to all other rental charges provided for in this Lease,
Tenant agrees to pay as Additional Rent:

      (a) Its Pro Rata Share of the following costs and expenses incurred by
Landlord in connection with the operation, maintenance and non-structural repair
of the Building ("CAM Charges"): utilities, insurance, cleaning, snow removal,
parking lot cleaning and other "routine maintenance". "Routine maintenance" is
defined to mean those items having a maintenance cycle of annually or more
frequently. The Tenant shall not be responsible for "periodic maintenance"
items. "Periodic maintenance" is defined as those items with a maintenance cycle
of less than annually (e.g., re-sealing the parking lot).

      (b) One hundred percent (100%) of the cost of any janitorial or other
service furnished exclusively to the Premises.

      6.2 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a CAM Charges estimated
payment (the "Estimated Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $890.00 per month.
The Estimated Payment shall apply to a CAM Charge item that exceeds a cost of
$4,000 (a "Large Item") at the Tenant's option. The Tenant may pay a Large Item,
at its option, within 30 days of being billed by the Landlord for the Large Item
instead of having the Large Item paid out of the Estimated Payments.


                                       5
<PAGE>

      (b) The Landlord shall re-compute the Estimated Payment on July 1 of each
year during the Term. The Estimated Payment so recomputed shall not increase by
more than ten (10%) percent each year.

      (c) Within two (2) months following July 1 of each year during the Term,
the Landlord shall send to the Tenant a Statement showing the actual CAM Charges
for the concluded year. If the actual CAM Charges exceed the total Estimated
Payments for the concluded year, the Tenant shall pay the difference to the
Landlord within thirty (30) days from the date of the Statement. If the total
Estimated Payments exceed the actual CAM Charges for the year, the Landlord
shall pay the difference to the Tenant within thirty (30) days form the date of
the Statement.

      (d) Within ten (10) business days of Tenant's written request, Landlord
will make available for inspection at Landlord's office during regular business
backup information with respect to the CAM Charges. The Tenant may only make one
request for backup information each month. The Landlord shall send to the Tenant
the backup information for Any Large Item expense within thirty (30) days of the
expense.

      (e) In the event that any Estimated Payment due hereunder shall not be
paid by the tenth (10th) day after which it is due, a late charge of 5% for each
dollar not paid may be charged by Landlord for each month or part thereof that
the same remains overdue. This charge shall be in addition to and not in lieu of
any other remedy Landlord may have and is in addition to any reasonable fees and
charges of any agents or attorneys Landlord may employ as a result of any
default in the payment of Rent hereunder, whether authorized herein or by law.
Any such "late charges" if not previously paid shall, at the option of Landlord,
be added to and become part of the succeeding Rent payment to be made hereunder
and shall be deemed to constitute Additional Rent.

      6.3 Under no circumstances shall the CAM Charges be construed so as to
impose upon Tenant any obligation for expenses incurred by Landlord with respect
to (a) replacement or re-sealing of blacktop, (b) traffic control devices not
located on the Land, (c) depreciation on the Building or on machinery and
equipment used in the management, operation, maintenance and repair of the
Building or the Land, (d) capital improvements or (e) structural repairs
(including the roof).

ARTICLE 7

      7.1 Tenant's Insurance. At all times during the Term, Tenant will carry
and maintain, at Tenant's expense, the following insurance, in the amounts
specified below or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on forms satisfactory to
Landlord:

      (d) Commercial general liability insurance with coverage for bodily injury
and property damage liability, with a combined single occurrence limit of not
less than $2,000,000. All such insurance shall include contractual liability
coverage for the performance by Tenant of the indemnity agreements set forth in
this Lease;

      (e) Insurance covering all of Tenant's furniture and fixtures, machinery,
equipment, stock, and any other personal property owned and used in Tenant's


                                       6
<PAGE>

business and found in, on, or about the Building, and any leasehold improvements
to the Premises in an amount not less than the full replacement cost. Property
forms shall provide coverage on a broad form basis insuring against "all risks
of direct physical loss." All policy proceeds will be used for the repair or
replacement of the property damaged or destroyed; however, if this Lease ceases
under the provisions of Article 20, Tenant will be entitled to any proceeds
resulting from damage to Tenant's furniture and fixtures, machinery, equipment,
stock, and any other personal property;

      (f) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
State of New York; and

      7.2 Forms of Policies. Certificates of insurance, together with copies of
the endorsements, when applicable, naming Landlord as an additional insured,
will be delivered to Landlord promptly following the Lease Date, but in no event
later than five (5) days prior to Tenant's occupancy of the Premises and from
time to time at least 10 days prior to the expiration of the term of each such
policy.. All commercial general liability or comparable policies maintained by
Tenant will name Landlord as an additional insured, entitling Landlord to
recover under such policies for any loss sustained by Landlord, its agents, and
employees as a result of the acts or omissions of Tenant. All such policies
maintained by Tenant will provide that they may not be terminated nor may
coverage be reduced below the minimums herein except after 30 days' prior
written notice to Landlord. All commercial general liability and property
policies maintained by Tenant will be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord may carry.

      7.3 Waiver of Subrogation. Landlord and Tenant each waive any and all
rights to recover against the other or against any other tenant or occupant of
the Building, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees or business visitors of such
other party or of such other tenant or occupant of the Building, for any loss or
damage to such waiving party arising from any cause covered by any property
insurance required to be carried by such party pursuant to this Article 7 or any
other property insurance actually carried by such party to the extent of the
limits of such policy. Landlord and Tenant from time to time will cause their
respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the
Building or the Premises or the contents of the Building or the Premises. Tenant
agrees to cause all other occupants of the Premises claiming by, under, or
through Tenant to execute and deliver to Landlord such a waiver of claims and to
obtain such waiver of subrogation rights endorsements

      7.4 Adequacy of Coverage. Landlord, its agents, and employees make no
representation that the limits of liability specified to be carried by Tenant
pursuant to this Article 7 are adequate to protect Tenant. If Tenant believes
that any of such insurance coverage is inadequate, Tenant will obtain such
additional insurance coverage as Tenant deems adequate, at Tenant's sole
expense.

ARTICLE 8

      8.1 Tenant's Use of the Premises. The Premises will be used by Tenant
solely as a business office, including, but not limited to: general business
operations, broker dealer operations, accounting, tax return preparation,


                                       7
<PAGE>

financial planning and brokerage services, and broker dealer operations. Tenant
acknowledges and agrees that, Tenant will use the Premises in a careful, safe,
and proper manner. Tenant will not use or permit the Premises to be used or
occupied for any purpose or in any manner prohibited by any applicable laws.
Tenant will not commit waste or suffer or permit waste to be committed in, on,
or about the Premises. Tenant will conduct its business and control its
employees, agents, and invitees in such a manner as not to create any nuisance
or interfere with, annoy, or disturb any other tenant or occupant of the
Building or Landlord in its operation of the Building.

ARTICLE 9 REQUIREMENTS OF LAW; FIRE INSURANCE

      9.1 General. At its sole cost and expense, Tenant will promptly comply
with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or in force after the Lease Date, with the
requirements of any board of fire underwriters or other similar body, with any
direction or occupancy certificate issued pursuant to any law by any public
officer or officers, insofar as they relate to the condition, use, or occupancy
of the Premises, excluding requirements of structural changes to the Premises or
the Building, unless required by the unique nature of Tenant's use or occupancy
of the Premises.

      9.2 Hazardous Materials.

      (a) For purposes of this Lease, "Hazardous Materials" means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation substances defined as "hazardous substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ss.ss. 9601-9657; the Hazardous Materials Transportation Act
of 1975, 49 U.S.C. ss.ss. 1801-1812; the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. ss.ss. 6901-6987; or any other federal, state, or local
statute, law, ordinance, code, rule, regulation, order, or decree regulating,
relating to, or imposing liability or standards of conduct concerning hazardous
materials, waste, or substances now or at any time hereafter in effect
(collectively, "Hazardous Materials Laws").

      (b) Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the
Building by Tenant, its agents, employees, or contractors. Tenant will not
permit the Premises to be used or operated in a manner that may cause the
Premises or the Building to be contaminated by any Hazardous Materials in
violation of any Hazardous Materials Laws. Tenant will immediately advise
Landlord in writing of (i) any and all enforcement, cleanup, remedial, removal,
or other governmental or regulatory actions instituted, completed, or threatened
pursuant to any Hazardous Materials Laws relating to any Hazardous Materials
affecting the Premises; and (ii) all claims made or threatened by any third
party against Tenant, Landlord, or the Premises relating to damage,
contribution, cost recovery, compensation, loss, or injury resulting from any
Hazardous Materials on or about the Premises. Without Landlord's prior written
consent, Tenant will not take any remedial action or enter into any agreements
or settlements in response to the presence of any Hazardous Materials in, on, or
about the Premises.

      (c) Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs, and liabilities, including attorneys' fees and costs, arising out of or
in connection with Tenant's breach of its obligations in this Article 9. Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all claims, costs,


                                       8
<PAGE>

and liabilities, including attorneys' fees and costs, arising out of or in
connection with the removal, cleanup, and restoration work and materials
necessary to return the Premises and any other property of whatever nature
located on the Building to their condition existing prior to the appearance of
Tenant's Hazardous Materials on the Premises. Tenant's obligations under this
Article 10 will survive the expiration or other termination of this Lease.

      9.3 Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would (a) jeopardize or be
in conflict with fire insurance policies covering the Building or fixtures and
property in the Building; (b) increase the rate of fire insurance applicable to
the Building to an amount higher than it otherwise would be for use of the
Building as an office/warehouse; or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property by reason of
any business or operation being carried on upon the Premises.

ARTICLE 10 ASSIGNMENT AND SUBLETTING

      10.1 General. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors, and assigns, covenants that
it will not assign, mortgage, or encumber this Lease, nor sublease, nor permit
the Premises or any part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each instance, which consent
will not be unreasonably withheld or delayed. Any assignment or sublease in
violation of this Article 10 will be void. If this Lease is assigned, or if the
Premises or any part of the Premises are subleased or occupied by anyone other
than Tenant, Landlord may, after default by Tenant, collect rent from the
assignee, subtenant, or occupant, and apply the net amount collected to Rent. No
assignment, sublease, occupancy, or collection will be deemed (a) a waiver of
the provisions of this Section 10.1; (b) the acceptance of the assignee,
subtenant, or occupant as Tenant; or (c) a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant contained in this
Lease. The consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from obtaining Landlord's prior written consent in
writing to any further assignment or sublease. No permitted subtenant may assign
or encumber its sublease or further sublease all or any portion of its subleased
space, or otherwise permit the subleased space or any part of its subleased
space to be used or occupied by others, without Landlord's prior written consent
in each instance.

      10.2 Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord (a)
the name and address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its proposed use of the space;
(d) banking, financial, or other credit information reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed form of assignment or
sublease for Landlord's reasonable approval.

      10.3 Prohibited Transfers. The transfer of a majority of the issued and
outstanding capital stock of any corporate Tenant or subtenant of this Lease, or
a majority of the total interest in any partnership Tenant or subtenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of this Lease or of such
sublease requiring Landlord's consent in each instance.


                                       9
<PAGE>

      10.4 Permitted Transfer. No Landlord consent shall be necessary in the
case of an assignment of this Lease or sublease of all or part of the Premises
to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any
corporation into or with which Tenant may be merged or consolidated; provided
that Tenant promptly provides Landlord with a fully executed copy of such
assignment or sublease, Tenant shall remain liable under the terms of this
Lease, and the resulting or surviving entity has a net worth at the time of such
assignment, equal to or in excess of Tenant's.

      10.5 Remedies. If Tenant believes that Landlord has unreasonably withheld
its consent pursuant to this Article 10, Tenant's sole remedy will be to seek a
declaratory judgment that Landlord has unreasonably withheld its consent or an
order of specific performance or mandatory injunction of the Landlord's
agreement to give its consent. In the event that Tenant successfully obtains any
such declaratory judgment and such judgment is not overturned on appeal, Tenant
shall be entitled to its reasonable attorney's fees and court costs with respect
thereto.

ARTICLE 11 RULES AND REGULATIONS

      11.1 Landlord's Rules and Regulations. Tenant and its employees, agents,
licensees and visitors will at all times observe faithfully, and comply strictly
with, the rules and regulations set forth in Exhibit B. Landlord may from time
to time reasonably amend, delete, or modify existing rules and regulations, or
adopt reasonable new rules and regulations for the use, safety, cleanliness, and
care of the Premises and the Building, and the comfort, quiet, and convenience
of occupants of the Building, provided that no such new rules or regulations
shall materially increase Tenant's responsibilities nor materially decrease
Tenant's rights hereunder. Modifications or additions to the rules and
regulations will be effective upon 30 days' prior written notice to Tenant from
Landlord. In the event of any breach of any rules or regulations or any
amendments or additions to such rules and regulations, Landlord will have all
remedies that this Lease provides for default by Tenant, and will in addition
have any remedies available at law or in equity, including the right to enjoin
any breach of such rules and regulations. Landlord will not be liable to Tenant
for violation of such rules and regulations by any other tenant, its employees,
agents, visitors, or licensees or any other person. In the event of any conflict
between the provisions of this Lease and the rules and regulations, the
provisions of this Lease will govern.

ARTICLE 12 COMMON AREAS

      12.1 Tenant's Use of the Common Areas. Landlord grants Tenant, its
employees, invitees, licensees, and other visitors a nonexclusive license for
the Term to use the Common Areas with others, subject to the terms and
conditions of this Lease. Without advance written notice to Tenant, except with
respect to matters covered by subsection (a) below, and without any liability to
Tenant in any respect, provided Landlord will take no action permitted under
this Article 12 in such a manner as to materially impair or adversely affect
Tenant's substantial benefit and enjoyment of the Premises, Landlord will have
the right to:

      (d) Close off any of the Common Areas to whatever extent required in the
opinion of Landlord and its counsel to prevent a dedication of any of the Common
Areas or the accrual of any rights by any person or the public to the Common
Areas;


                                       10
<PAGE>

      (e) Temporarily close any of the Common Areas for necessary maintenance,
alteration, or improvement purposes; and

      (f) Change the size, use, shape, or nature of any such Common Areas,
including erecting additional buildings on the Common Areas, expanding the
Building or other buildings to cover a portion of the Common Areas, converting
Common Areas to a portion of the Building or other buildings, or converting any
portion of the Building (excluding the Premises) or other buildings to Common
Areas, provided that, without Tenant's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, no such change in
the Common Areas shall materially impair ingress and egress to and from the
Premises. Upon erection of any additional buildings or change in Common Areas,
the portion of the Building upon which buildings or structures have been erected
will no longer be deemed to be a part of the Common Areas.

ARTICLE 13 LANDLORD'S REPAIR AND MAINTENANCE

      13.1 Landlord's Repair of Building. Landlord shall make necessary
structural repairs to the Building and shall keep in good order, condition and
repair all mechanical systems (including, but not limited to, electrical,
plumbing, heating, ventilation and air conditioning systems) servicing the
Common Areas or the entire Building, and the exterior foundations, downspouts,
gutters and roof of the Building, excluding, however, all windows, doors, plate
glass, signs and all repairs required by any casualty. For the purpose of this
Lease, a structural repair shall be defined as any structural repair to the
steel frame, footings, foundations, masonry walls, and roof of the Building. To
the extent that any repairs, whether structural or otherwise, result from damage
caused by any act, omission or negligence of Tenant, any subtenant or
concessionaire, or their respective employees, agents, invitees, licensees or
contractors, such repairs shall be performed by Landlord at the cost and expense
of Tenant, which expenses shall constitute Additional Rental.

      13.2 Landlord's Repair of Common Areas. Landlord further agrees to
maintain and repair and keep in good order and condition, reasonably clean and
free from snow, dirt and rubbish, all Common Areas. The costs and expenses
incurred by Landlord for maintenance, repairs, utilities, janitorial service,
refuse and snow removal and security of the Common Areas shall be performed to
ensure the proper quality and the preservation of the reputation of the
Building.

      13.3 Limitation on Liability. Landlord will not be in default under this
Lease or be liable to Tenant or any other person for direct or consequential
damage, or otherwise, for any failure to supply any heat, air conditioning,
cleaning, lighting, security; for surges or interruptions of electricity; or for
other services Landlord has agreed to supply during any period when Landlord
uses reasonable diligence to supply such services. Landlord will use reasonable
efforts to diligently remedy any interruption in the furnishing of such
services. Landlord reserves the right temporarily to discontinue such services
at such times as may be necessary by reason of accident; repairs, alterations or
improvements; strikes; lockouts; riots; acts of God; governmental preemption in
connection with a national or local emergency; any rule, order, or regulation of
any governmental agency; conditions of supply and demand that make any product
unavailable; Landlord's compliance with any mandatory governmental energy
conservation or environmental protection program, or any voluntary governmental
energy conservation program at the request of or with consent or acquiescence of
Tenant; or any other happening beyond the control of Landlord. Landlord will not
be liable to Tenant or any other person or entity for direct or consequential
damages resulting from the admission to or exclusion from the Building of any
person. In the event of invasion, mob, riot, public excitement, strikes,
lockouts, or other circumstances rendering such action advisable in Landlord's


                                       11
<PAGE>

sole opinion, Landlord will have the right to prevent access to the Building
during the continuance of the same by such means as Landlord, in its sole
discretion, may deem appropriate, including without limitation locking doors and
closing Parking Areas and other Common Areas. Except to the extent occasioned by
Landlord's negligence or intentional misconduct, Landlord will not be liable for
damages to person or property or for injury to, or interruption of, business for
any discontinuance permitted under this Article 13. Under no circumstances will
any such discontinuance in any way be construed as an eviction of Tenant or
cause an abatement of Rent or operate to release Tenant from any of Tenant's
obligations under this Lease.

ARTICLE 14 TENANT'S CARE OF THE PREMISES

      14.1 Maintenance of the Premises.

      (a) Tenant, at its sole cost and expense, shall take good care of the
Premises and shall keep, repair, replace and maintain the Premises (including
any electrical, plumbing, heating, ventilation, air conditioning and other
mechanical systems exclusively servicing the Premises and Tenant's equipment,
personal property and trade fixtures located in the Premises, which mechanical
systems shall be free of defects and in good working order on the date of
Delivery of Possession ) in good order, condition and repair, and each and every
part thereof (including, without limitation, painting and decorating), excepting
only such matters that are expressly stated herein to be within the Landlord's
obligation to maintain, and shall not cause nor permit any snow, ice, dirt,
debris or rubbish to be put, placed or maintained on the sidewalks, driveways,
parking lots, yards, entrances and curbs, in, on or adjacent to the Premises.
Tenant further agrees not to use the Premises or permit the Premises to be used
in any manner as to cause excessive depreciation of or to the Building, and
agrees not to cause nor permit waste of or damage or nuisance to, in, or about
the Premises or the Building.

      (b) Tenant shall have no right of access to the roof of the Premises or
the Building and shall not install, repair, place or replace any aerial, fan,
air conditioner or other device on the roof of the Premises or the Building
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Any aerial, fan, air conditioner or device installed
without such written consent shall be subject to removal, at Tenant's expense,
without notice at any time. Landlord shall repair at Tenant's expense, any
damage to the Building or roof resulting from the installation, repair, use, or
replacement of any such air conditioner or other device.

ARTICLE 15 ALTERATIONS

      15.1 General.

            1. During the Term, Tenant will not make or allow to be made any
alterations, additions, or improvements to or of the Premises or any part of the
Premises, or attach any fixtures or equipment to the Premises, without first
obtaining Landlord's written consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, Tenant shall have the right to make
interior, non-structural alterations in an amount not exceeding $50,000 in the
aggregate over the Term.


                                       12
<PAGE>

      (b) Subject to Tenant's rights in Article 18, all alterations, additions,
fixtures, and improvements, whether temporary or permanent in character, made in
or upon the Premises either by Tenant or Landlord, will immediately become
Landlord's property and at the end of the Term will remain on the Premises
without compensation to Tenant, unless when consenting to such alterations,
additions, fixtures, or improvements, Landlord has advised Tenant in writing
that such alterations, additions, fixtures, or improvements must be removed at
the expiration or other termination of this Lease.

      15.2 Free-Standing Partitions. Tenant will have the right to install
free-standing work station partitions in that portion of the Premises designated
by Landlord as office space, without Landlord's prior written consent, so long
as no building or other governmental permit is required for their installation
or relocation; however, if a permit is required, Landlord will not unreasonably
withhold its consent to such relocation or installation. Any free-standing work
station partitions purchased by Tenant will be part of Tenant's trade fixtures
for all purposes under this Lease. Any other partitions installed in the
Premises are and will be Landlord's property for all purposes under this Lease.

      15.3 Landlord Alterations. Any modifications or renovations of the lobby,
the second and third floor hallways, the stairways or any of the bathrooms shall
require the prior written approval of Tenant, which approval shall not be
unreasonably withheld.

      15.4 Removal. If Landlord has required Tenant to remove any or all
alterations, additions, fixtures, and improvements that are made in or upon the
Premises pursuant to this Article 15, Tenant will remove such alterations,
additions, fixtures, and improvements at Tenant's sole cost and will restore the
Premises to the condition in which they were before such alterations, additions,
fixtures, improvements, and additions were made, reasonable wear and tear
excepted.

ARTICLE 16 UTILITY SERVICE

      16.1 Utility Service for Premises. Tenant agrees to pay as and when the
same become due and payable, all charges for electricity, gas, heat, steam, hot
water, telephone and other utilities supplied to the Premises during the Term,
together with cost of repair, maintenance, replacement and reading of all meters
measuring Tenant's use or consumption thereof. If any such services are
separately metered or billed to Tenant, Tenant shall pay all charges for such
services directly. If, however, any such services are not separately metered or
billed to Tenant but rather are billed to and paid by Landlord, Tenant will pay
to Landlord its proportionate share of the cost of such services (as determined
by Landlord) as Additional Rent. In the event that Tenant shall fail to pay any
charges for any or all of the aforesaid services when due, Landlord shall have
the right, but not the obligation to make such payments, in which event, a sum
equal to any such payments shall be Additional Rent, and shall be collectible as
such, together with interest at an annual rate equal to five percent (5%)
percent above the Prime Rate, from the date of payment by Landlord. In no event
shall Landlord be responsible or liable for the failure to supply Tenant or for
the failure of Tenant to receive, any utility service, except in the event that
Landlord shall be negligent in connection with any such failure, nor shall
Tenant be entitled to any cessation, abatement, reduction or other offset of
Rent in the event of any failure to receive any utility service.


                                       13
<PAGE>

ARTICLE 17 MECHANICS' LIENS

      17.1 Removal of Liens. Tenant will pay or cause to be paid all costs and
charges for work (a) done by Tenant or caused to be done by Tenant, in or to the
Premises, and (b) for all materials furnished for or in connection with such
work. Tenant will indemnify Landlord against and hold Landlord, the Premises,
and the Building free, clear, and harmless of and from all mechanics' liens and
claims of liens, and all other liabilities, liens, claims, and demands on
account of such work by or on behalf of Tenant. If any such lien, at any time,
is filed against the Premises or any part of the Building, Tenant will cause
such lien to be discharged of record within 10 days after the filing of such
lien, except that if Tenant desires to contest such lien, it will furnish
Landlord, within such 10-day period, security reasonably satisfactory to
Landlord of at least 150% of the amount of the claim, plus estimated costs and
interest, or comply with such statutory procedures as may be available to
release the lien. If a final judgment establishing the validity or existence of
a lien for any amount is entered, Tenant will pay and satisfy the same at once.
If Tenant fails to pay any charge for which a mechanics' lien has been filed,
and has not given Landlord security as described above, or has not complied with
such statutory procedures as may be available to release the lien, Landlord may,
at its option, pay such charge and related costs and interest, and the amount so
paid, together with reasonable attorneys' fees incurred in connection with such
lien, will be immediately due from Tenant to Landlord as Additional Rent.
Nothing contained in this Lease will be deemed the consent or agreement of
Landlord to subject Landlord's interest in the Building to liability under any
mechanics' or other lien law. If Tenant receives written notice that a lien has
been or is about to be filed against the Premises or the Building, or that any
action affecting title to the Building has been commenced on account of work
done by or for or materials furnished to or for Tenant, it will immediately give
Landlord written notice of such notice. At least 15 days prior to the
commencement of any work (including but not limited to any maintenance, repairs,
alterations, additions, improvements, or installations) in or to the Premises,
by or for Tenant, Tenant will give Landlord written notice of the proposed work
and the names and addresses of the persons supplying labor and materials for the
proposed work. Landlord will have the right to post notices of nonresponsibility
or similar written notices on the Premises in order to protect the Premises
against any such liens. The terms and conditions of this Section 17.1 shall not
apply to any liens arising or resulting from the initial build-out of the
Premises by Landlord for Tenant.

ARTICLE 18 END OF TERM

      18.1 End of Term. At the end of this Lease, Tenant will promptly quit and
surrender the Premises broom-clean, in good order and repair, ordinary wear and
tear excepted. If Tenant is not then in default, Tenant may remove from the
Premises any trade fixtures, equipment, and movable furniture placed in the
Premises by Tenant, whether or not such trade fixtures or equipment are fastened
to the Building. Tenant will not remove any trade fixtures or equipment without
Landlord's prior written consent if such fixtures or equipment are used in the
operation of the Building, or if the removal of such fixtures or equipment will
result in impairing the structural strength of the Building. Whether or not
Tenant is in default, Tenant will remove such alterations, additions,
improvements, trade fixtures, equipment, and furniture as Landlord has requested
in accordance with Article 15. Tenant will fully repair any damage occasioned by


                                       14
<PAGE>

the removal of any trade fixtures, equipment, furniture, alterations, additions,
and improvements. All trade fixtures, equipment, furniture, inventory, effects,
alterations, additions, and improvements on the Premises after the end of the
Term will be deemed conclusively to have been abandoned and may be appropriated,
sold, stored, destroyed, or otherwise disposed of by Landlord without written
notice to Tenant or any other person and without obligation to account for them.
Tenant will pay Landlord for all expenses incurred in connection with the
removal of such property, including but not limited to the cost of repairing any
damage to the Building or Premises caused by the removal of such property.
Tenant's obligation to observe and perform this covenant will survive the
expiration or other termination of this Lease.

ARTICLE 19 EMINENT DOMAIN

      19.1 Condemnation of Premises. If all of the Premises are taken by
exercise of the power of eminent domain (or conveyed by Landlord in lieu of such
exercise) this Lease will terminate on a date (the "Termination Date") which is
the earlier of the date upon which the condemning authority takes possession of
the Premises or the date on which title to the Premises is vested in the
condemning authority. If more than 25% of the rentable area of the Premises is
so taken, Tenant will have the right to cancel this Lease by written notice to
Landlord given within 20 days after the Termination Date. If less than 25% of
the rentable area of the Premises is so taken, or if the Tenant does not cancel
this Lease according to the preceding sentence, the Base Rent will be abated in
the proportion of the rentable area of the Premises so taken to the rentable
area of the Premises immediately before such taking, and Tenant's Pro Rata Share
will be appropriately recalculated. If 25% or more of the Building is so taken,
Landlord may cancel this Lease by written notice to Tenant given within 30 days
after the Termination Date. In the event of any such taking, the entire award
will be paid to Landlord and Tenant will have no right or claim to any part of
such award; however, Tenant will have the right to assert a claim against the
condemning authority in a separate action, so long as Landlord's award is not
otherwise reduced.

ARTICLE 20 DAMAGE AND DESTRUCTION

      20.1 Notice of Casualty. If the Premises or the Building are damaged by
fire or other insured casualty, Landlord will give Tenant written notice of the
time which will be needed to repair such damage, as determined by Landlord in
its reasonable discretion, and the election (if any) which Landlord has made
according to this Article 20. Such notice will be given before the 30th day (the
"Notice Date") after the fire or other insured casualty.

      20.2 Minor Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent which may be repaired within 120 days after
the Notice Date, as reasonably determined by Landlord, Landlord will promptly
begin to repair the damage after the Notice Date and will diligently pursue the
completion of such repair. In that event this Lease will continue in full force
and effect except that Base Rent will be abated on a pro rata basis from the
date of the damage until the date of the completion of such repairs (the "Repair
Period") based on the proportion of the rentable area of the Premises Tenant is
unable to use during the Repair Period.

      20.3 Major Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent that may not be repaired within 180 days
after the Notice Date, as reasonably determined by Landlord, then (a) Landlord
may cancel this Lease as of the date of such damage by written notice given to
Tenant on or before the Notice Date, such written notice to include a detailed
explanation of the reasons the Premises or the Building cannot be repaired
within 180 days, or (b) Tenant may cancel this Lease as of the date of such
damage by written notice given to Landlord within 10 days after Landlord's
delivery of a written notice that the repairs cannot be made within such 180-day


                                       15
<PAGE>

period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord
will diligently proceed to repair the Building and Premises and Base Rent will
be abated on a pro rata basis during the Repair Period based on the proportion
of the rentable area of the Premises Tenant is unable to use during the Repair
Period.

      21.4 Tenant Caused Casualty. If any such damage by fire or other casualty
is the result of the willful conduct or negligence or failure to act of Tenant,
its agents, contractors, employees, or invitees, there will be no abatement of
Base Rent as otherwise provided for in this Article 20. Tenant will have no
rights to terminate this Lease on account of any damage to the Premises, or the
Building, except as set forth in this Lease.

ARTICLE 21 SUBORDINATION

      21.1 General. This Lease and Tenant's rights under this Lease are subject
and subordinate to any mortgage, together with any renewals, extensions,
modifications, consolidations, and replacements of such mortgage (a "Superior
Lien"), now or after the date affecting or placed, charged, or enforced against
the Land, the Building, or all or any portion of the Building or any interest of
Landlord in them or Landlord's interest in this Lease and the leasehold estate
created by this Lease (except to the extent any such instrument expressly
provides that this Lease is superior to such instrument). This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Notwithstanding the foregoing, Tenant will execute,
acknowledge, and deliver to Landlord, within 20 days after written demand by
Landlord, such documents as may be reasonably requested by Landlord or the
holder of any Superior Lien to confirm or effect any such subordination.

      21.2 Attornment. Tenant agrees that in the event that any holder of a
Superior Lien succeeds to Landlord's interest in the Premises, Tenant will pay
to such holder all Rents subsequently payable under this Lease. Further, Tenant
agrees that in the event of the enforcement by the holder of a Superior Lien of
the remedies provided for by law or by such Superior Lien, Tenant will, upon
request of any person or party succeeding to the interest of Landlord as a
result of such enforcement, automatically become the tenant of and attorn to
such successor in interest without change in the terms or provisions of this
Lease. Such successor in interest will not be bound by:

      (c) Any payment of Rent for more than one month in advance;

      (d) Any amendment or modification of this Lease made without the written
consent of such successor in interest;

      (e) Any claim against Landlord arising prior to the date on which such
successor in interest succeeded to Landlord's interest; or

      (f) Any claim or offset of Rent against the Landlord .

Upon request by such successor in interest and without cost to Landlord or such
successor in interest, Tenant will, within 20 days after written demand,
execute, acknowledge, and deliver an instrument or instruments confirming the
attornment, so long as such instrument provides that such successor in interest
will not disturb Tenant in its use of the Premises in accordance with this Lease


                                       16
<PAGE>

and will otherwise abide by the terms of this Lease from and after the effective
date on which such successor in interest succeeds to Landlord's interest in this
Lease.

ARTICLE 22 ENTRY BY LANDLORD

      22.1 Landlord's Right of Entry.Landlord, its agents, employees, and
contractors may enter the Premises at any time in response to an emergency and
at reasonable hours upon prior notice to Tenant to:

      (g) Inspect the Premises;

      (h) Exhibit the Premises to prospective purchasers, lenders or tenants;

      (i) Determine whether Tenant is complying with all its obligations in this
Lease;

      (j) Supply services to be provided by Landlord to Tenant according to this
Lease;

      (k) Post written notices of nonresponsibility or similar notices; or

      (l) Make repairs required of Landlord under the terms of this Lease or
make repairs to any adjoining space or utility services or make repairs,
alterations, or improvements to any other portion of the Building; however, all
such work will be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible.

Landlord covenants and agrees to use commercially reasonably efforts to avoid
unreasonable interference with Tenant and its operations in exercising its right
of access pursuant to this Section 22.1. Provided Landlord uses such
commercially reasonable efforts, Tenant, by this Section 22.1, waives any claim
against Landlord, its agents, employees, or contractors for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, or any other loss occasioned by
any entry in accordance with this Section. Landlord will at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises.
Landlord will have the right to use any and all means it may deem proper to open
doors in and to the Premises in an emergency in order to obtain entry to the
Premises. Any entry to the Premises by Landlord in accordance with this Section
will not be construed or deemed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or constructive, of Tenant from
the Premises or any portion of the Premises, , nor will any such entry entitle
Tenant to damages or an abatement of Base Rent, Additional Rent, or other
charges that this Lease requires Tenant to pay..

ARTICLE 23 INDEMNIFICATION, WAIVER, AND RELEASE

      23.1 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Landlord, its employees, or agents, and
subject to the provisions of Section 7.3, Tenant will neither hold nor attempt
to hold Landlord, its employees, or agents liable for, and Tenant will indemnify
and hold harmless Landlord, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:


                                       17
<PAGE>

      (a) the use or occupancy or manner of use or occupancy of the Premises by
Tenant or any person claiming under Tenant;

      (b) any activity, work, or thing done or permitted by Tenant in or about
the Premises or the Building;

      (c) any breach by Tenant or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Tenant,
its employees, agents, contractors, or invitees entering upon the Premises under
the express or implied invitation of Tenant.

            If any action or proceeding is brought against Landlord, its
employees, or agents by reason of any such claim for which Tenant has
indemnified Landlord, Tenant, upon written notice from Landlord, will defend the
same at Tenant's expense, with counsel reasonably satisfactory to Landlord.

      23.2 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Tenant, its employees, or agents, and
subject to the provisions of Section 7.3, Landlord will neither hold nor attempt
to hold Tenant, its employees, or agents liable for, and Landlord will indemnify
and hold harmless Tenant, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:

      (a) the ownership and use of the Building by Landlord or any person
claiming under Landlord;

      (b) any activity, work, or thing done or permitted by Landlord in or about
the Premises or the Building;

      (c) any breach by Landlord or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Landlord,
its employees, agents, contractors, or invitees entering upon the Premises.

      If any action or proceeding is brought against Tenant, its employees, or
agents by reason of any such claim for which Landlord has indemnified Tenant,
Landlord, upon written notice from Tenant, will defend the same at Landlord's
expense, with counsel reasonably satisfactory to Tenant.

ARTICLE 24 SECURITY DEPOSIT

      24.1 There is no security deposit being paid to the Landlord under this
Lease.

ARTICLE 25 QUIET ENJOYMENT


                                       18
<PAGE>

      25.1 Covenant of Quiet Enjoyment. Landlord covenants and agrees with
Tenant that so long as Tenant pays the Rent and observes and performs all the
terms, covenants, and conditions of this Lease on Tenant's part to be observed
and performed, Tenant may peaceably and quietly enjoy the Premises subject,
nevertheless, to the terms and conditions of this Lease, and Tenant's possession
will not be disturbed by anyone claiming by, through, or under Landlord.

ARTICLE 26 EFFECT OF SALE

      26.1 Sale of the Building. A sale, conveyance, or assignment of the
Building will operate to release Landlord from liability from and after the
effective date of such sale, conveyance, or assignment upon all of the
covenants, terms, and conditions of this Lease, express or implied, except those
liabilities that arose prior to such effective date, and, after the effective
date of such sale, conveyance, or assignment, Tenant will look solely to
Landlord's successor in interest in and to this Lease. This Lease will not be
affected by any such sale, conveyance, or assignment, and Tenant will attorn to
Landlord's successor in interest to this Lease, so long as such successor in
interest assumes Landlord's obligations under the Lease from and after such
effective date.

ARTICLE 27 DEFAULT

      27.1 Events of Default. The following events are referred to,
collectively, as "Events of Default" or, individually, as an "Event of Default":

      (a) Tenant defaults in the due and punctual payment of Rent, and such
default continues for 10 business days after written notice from Landlord;

      (b) Tenant vacates or abandons the Premises;

      (c) This Lease or the Premises or any part of the Premises are taken upon
execution or by other process of law directed against Tenant, or are taken upon
or subject to any attachment by any creditor of Tenant or claimant against
Tenant, and said attachment is not discharged or disposed of within 30 business
days after its levy;

      (d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise, or is dissolved or makes an assignment for
the benefit of creditors;

      (e) Involuntary proceedings under any such bankruptcy law or insolvency
act or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the property of
Tenant, and such proceeding is not dismissed or such receivership or trusteeship
vacated within 60 days after such institution or appointment;

      (f) Tenant breaches any of the other agreements, terms, covenants, or
conditions that this Lease requires Tenant to perform, and such breach continues
for a period of 30 days after written notice from Landlord to Tenant or, if such
breach cannot be cured reasonably within such 30-day period, if Tenant fails to
diligently commence to cure such breach within 30 days after written notice from
Landlord and to complete such cure within a reasonable time thereafter.


                                       19
<PAGE>

      27.2 Landlord's Remedies. If any one or more Events of Default set forth
in Section 27.1 occurs then Landlord has the right, at its election:

      (a) To give Tenant ten (10) days' written notice of the expiration of the
Term and upon the giving of such notice and the expiration of such ten (10) day
period, Tenant's right to possession of the Premises will cease and this Lease
will be terminated, except as to Tenant's liability, as if the expiration of the
term fixed in such notice were the end of the Term;

      (b) Without further demand or notice, to reenter and take possession
through summary eviction proceedings of the Premises or any part of the
Premises, repossess the same, expel Tenant and those claiming through or under
Tenant, and remove the effects of both or either, , without being liable for
prosecution, without being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of Rent or other amounts payable under
this Lease or as a result of any preceding breach of covenants or conditions; or

      (c) Without further demand or notice, to cure any Event of Default and to
charge Tenant for the cost of effecting such cure, including without limitation
reasonable attorneys' fees and interest on the amount so advanced at the rate
set forth in Section 29.21, provided that Landlord will have no obligation to
cure any such Event of Default of Tenant.

      Should Landlord take possession pursuant to legal proceedings or pursuant
to any notice provided by law, this Lease will terminate on the date of the
judgment of eviction or such notice. Thereafter, Landlord shall use commercially
reasonable efforts to relet the Premises and to mitigate any damages which may
be due from the Tenant under this Lease.

ARTICLE 28 PARKING

      28.1 Use of Parking Areas. Tenant (including its employees, agents,
clients, customers and other invitees) will be entitled to unlimited,
non-exclusive use of the Parking Areas during the Term subject to the rules and
regulations set forth in Exhibit B, and any amendments or additions to them.
There will be no restrictions on parking and no designated spaces (either at 9
or 11 Raymond Avenue). The Landlord agrees that there will be no construction or
development which diminishes the current parking area or the number of parking
spaces.

ARTICLE 29 SIGNAGE

      The Tenant shall have the only sign on the pedestal in front of 11 Raymond
Avenue. There will be no other pedestal signs in front of 11 Raymond Avenue.
There will be no other signs, other than the existing sign for the bank tenant
sign, on 11 Raymond Avenue facing Raymond Avenue or facing Main Street.

ARTICLE 30 RESTRICTION ON LANDLORD'S RENTING

      The Landlord may not rent any space in 9 or 11 Raymond Avenue to, or
permit any space to be occupied by: a broker dealer; a financial planner; an
NASD registered representative; an investment advisor; an insurance agency; for
the sale of securities, insurance or annuities; or by an accountant, bookkeeper
or income tax preparer.

ARTICLE 31 RENEWAL OPTIONS


                                       20
<PAGE>

      Tenant shall have the option to renew this Lease for an additional term of
seven (7) years, by sending written notice to the Landlord on or before three
(3) months prior to the expiration of the current Term. All of the terms and
conditions of this Lease shall apply during the renewal term. The Base Rent
during the first year of the renewal term shall be the Base Rent during the last
month of the current Term plus 3%, and the Base Rent shall increase by 3% on
July 1st of each year during the renewal term.

ARTICLE 32 MISCELLANEOUS

      32.1 No Construction Against Drafting Party. Landlord and Tenant
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against Landlord
merely because Landlord has prepared it.

      32.2 No Recordation. Tenant's recordation of this Lease or any memorandum
or short form of it will be void and a default under this Lease.

      32.3 No Waiver. The waiver by either party of any agreement, condition, or
provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition, or provision
contained in this Lease, nor will any custom or practice that may grow up
between the parties in the administration of the terms of this Lease be
construed to waive or to lessen the right of any party to insist upon the
performance by the other in strict accordance with the terms of this Lease. The
subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement, condition, or provision of this
Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent.

      32.4 Limitation on Recourse. The term "Landlord" as used in this Lease
means only the owner, the holder of a lease or the mortgagee in possession for
the time being of the Premises, so that in the event of any sale of the Building
or an assignment of this Lease or an underlying lease, Landlord herein shall be
and hereby is entirely freed and relieved of all obligations of Landlord
hereunder thereafter accruing or arising without the necessity of further
agreement between the parties and by operation of such sale or assignment such
purchaser, assignee or lessee agrees that the purchaser, assignee or lessee has
assumed and agreed to observe and perform all obligations of Landlord hereunder.
No such sale or assignment shall be deemed to relieve Landlord for any
obligation arising or accruing under this Lease prior to the effective date of
such sale or assignment. Notwithstanding anything herein contained to the
contrary, it is specifically understood and agreed that there shall be no
personal liability on the part of the Landlord (or its shareholders, venturers
and partners, their shareholders, venturers and partners, and all of their
officers, directors and employees), with respect to any of the terms,
provisions, covenants and conditions of this Lease, and that Tenant shall look
solely to the estate, property and equity of Landlord or such successor in
interest in the Building and subject to the prior rights of any mortgagee or
ground lessee, for the satisfaction of each and every remedy of Tenant in the
event of any breach by Landlord or by such successor in interest of any of the
terms, provisions, covenants and conditions of this Lease to be performed by
Landlord, which exculpation of personal liability shall be absolute and without
exception.

      32.5 Estoppel Certificates. At any time and from time to time but within
10 days after prior written request by Landlord, Tenant will execute,
acknowledge, and deliver to Landlord, promptly upon request, a certificate


                                       21
<PAGE>

certifying if true (a) that this Lease is unmodified and in full force and
effect or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the date and nature of each modification;
(b) the date, if any, to which Rent and other sums payable under this Lease have
been paid; (c) that no written notice of any default has been delivered to
Landlord which default has not been cured, except as to defaults specified in
said certificate; (d) that there is no Event of Default under this Lease or an
event which, with notice or the passage of time, or both, would result in an
Event of Default under this Lease, except for defaults specified in said
certificate; and (e) such other matters as may be reasonably requested by
Landlord. Any such certificate may be relied upon by any prospective purchaser
or existing or prospective mortgagee of the Building. Tenant's failure to
deliver such a certificate within such time will be conclusive evidence of the
matters set forth in it.

      32.6 Waiver of Jury Trial. Landlord and Tenant by this Section 32.6 waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims (except
claims for personal injury or property damage), and any emergency statutory or
any other statutory remedy.

      32.7 Holding Over. Tenant will have no right to remain in possession of
all or any part of the Premises after the expiration of the Term. If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy
will not constitute a renewal or extension of this Lease for any further Term;
and (c) such tenancy may be terminated by Landlord upon the earlier of 30 days'
prior written notice or the earliest date permitted by law. In such event, Base
Rent will be increased to an amount equal to 125% of the Base Rent payable
during the last month of the Term, and any other sums due under this Lease will
be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy will be subject to every other term, condition, and
covenant contained in this Lease.

      32.8 Notices. Any notice, request, demand, consent, approval, or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered, sent by facsimile with
receipt acknowledged, deposited with any nationally recognized overnight carrier
that routinely issues receipts, or deposited in any depository regularly
maintained by the United States Postal Service, postage prepaid, certified mail,
return receipt requested, addressed to the party for whom it is intended at its
address set forth in Section 1.1. Either Landlord or Tenant may add additional
addresses or change its address for purposes of receipt of any such
communication by giving 10 days' prior written notice of such change to the
other party in the manner prescribed in this Section 30.12.

      32.9 Severability. If any provision of this Lease proves to be illegal,
invalid, or unenforceable, the remainder of this Lease will not be affected by
such finding, and in lieu of each provision of this Lease that is illegal,
invalid, or unenforceable a provision will be added as a part of this Lease as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable.

      32.10 Written Amendment Required. No amendment, alteration, modification
of, or addition to the Lease will be valid or binding unless expressed in
writing and signed by Landlord and Tenant. Tenant agrees to make any


                                       22
<PAGE>

modifications of the terms and provisions of this Lease required or requested by
any lending institution providing financing for the Building, provided that no
such modifications will materially adversely affect Tenant's rights and
obligations under this Lease.

      32.11 Entire Agreement. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant. No promises or
representations, except as contained in this Lease, have been made to Tenant
respecting the condition or the manner of operating the Premises or the
Building.

      32.12 Captions. The captions of the various articles and sections of this
Lease are for convenience only and do not necessarily define, limit, describe,
or construe the contents of such articles or sections.

      32.13 Notice of Landlord's Default. In the event of any alleged default in
the obligation of Landlord under this Lease, Tenant will deliver to Landlord
written notice listing the reasons for Landlord's default and Landlord will have
30 days following receipt of such notice to cure such alleged default or, in the
event the alleged default cannot reasonably be cured within a 30 day period, to
commence action and proceed diligently to cure such alleged default. A copy of
such notice to Landlord will be sent to any holder of a mortgage or other
encumbrance on the Building of which Tenant has been notified in writing, and
any such holder will also have the same time periods to cure such alleged
default.

      32.14 Authority. Tenant and the party executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of directors or partners, as the case may be, and agree upon
request to deliver to Landlord a resolution or similar document to that effect.

      32.15 Governing Law. This Lease will be governed by and construed pursuant
to the laws of New York, without regard to principles of conflict of laws.

      32.16 Landlord's Consent. With respect to any provision hereof which
provides for the consent or approval of Landlord, said consent or approval shall
be in writing and shall not be unreasonably withheld. Tenant in no event shall
be entitled to make any claim, and Tenant hereby waives any claim for money
damages, whether by way of set off, counterclaim, defense or otherwise, based
upon any claim or assertion by Tenant that Landlord has unreasonably withheld or
delayed any consent or approval. Tenant's sole remedies shall be an action or
proceeding to enforce any such provision, or for an injunction or declaratory
judgment. To the extent that Tenant is the prevailing party in any such action
or proceeding, Tenant shall be entitled to recover its reasonable attorneys'
fees and costs. All expenses reasonably and verifiably incurred by Landlord in
reviewing and acting upon any request for consent hereunder, including but not
limited to, attorneys' and architects' fees, shall be reimbursed by Tenant to
Landlord, shall be deemed to constitute Additional Rent and shall be paid over
to Landlord on the first day of the month following demand therefor.

      32.17 Binding Effect. The covenants, conditions, and agreements contained
in this Lease will bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors,
and, except as otherwise provided in this Lease, their assigns.


                                       23
<PAGE>

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.

                                         LANDLORD:

                                         ANGELO BALBO MANAGEMENT, LLC


                                         By: /s/ Angelo Balbo
                                             -----------------------------------
                                                  Angelo Balbo, President


                                         TENANT:

                                         GILMAN + CIOCIA, INC.


                                         By: /s/ Michael Ryan
                                             -----------------------------------
                                                  Michael Ryan, President


                                       24
<PAGE>

                                    EXHIBIT A

                    Legal Description of the Land is Annexed

                             TITLE NO. RCA-813-37184

                                   SCHEDULE A

PARCEL I

      ALL that certain plot, piece, or parcel of land situate, lying and being
in the Town of Poughkeepsie, County of Dutchess and State of New York, being
bounded and described as follows:

      BEGINNING at a spike set near the center line of an asphalt concrete drive
adjacent to the edge of the concrete sidewalk, said point being the southeast
corner of Parcel No. 3 and the northeast corner of the herein described parcel;
thence running along the westerly side of Raymond Avenue and more or less along
the westerly edge of the concrete sidewalk the following courses and distances:
South 11 degrees 10' 30" West 16.54 feet; South 16 degrees 32' 30" West 72.83
feet; South 16 degrees 03' 30" West 5.99 feet; South 14 degrees 45' 40" West
33.50 feet and South 14 degrees 24' 30" West 17.05 feet to a nail set in a rock
at the westerly edge of the concrete sidewalk said point being the northeast
corner of lands of Crimswal Realty Company and the southeast corner of the
herein described parcel; thence along the northerly boundary line of Crimswal
Company, North 83 degrees 32' 30" West said boundary line being parallel to and
48 feet distant northerly from the north face of the large brick and block
building standing on the northwest corner of Raymond Avenue and the Poughkeepsie
East Arterial formerly Haight Avenue at this location, a distance of 308.81 feet
to an iron pin found set at the northwest corner of lands of Crimswal Realty
Company and the southwest corner of the herein described parcel; thence running
along the rear line or easterly line of several owners of lots facing Lewis
Avenue and running on the easterly side thereof, North 10 degrees 46' 50" East a
distance of 176.82 feet to an iron pin set at the southwest corner of Parcel No.
2 and the northwest corner of the herein described parcel; thence along the
southerly boundary of Parcel No. 2 South 79 degrees 53' 30" East a distance of
41.65 feet to a spike set in an asphalt concrete blocking lot at the southeast
corner of Parcel No. 2 and the southwest corner of Parcel No. 3; thence along
the southerly boundary line of Parcel No. 3 the following courses and distances:
South 75 degrees 42' 40" East 121.40 feet and South 78 degrees 46' 40" East
156.50 feet to the point and place of BEGINNING.

                SCHEDULE A OF THIS REPORT CONSISTS OF THREE PAGES


                                       25
<PAGE>

                                    EXHIBIT B

                              Rules and Regulations

            1. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons occupying,
using, or entering the Building, or any equipment, finishings, or contents of
the Building, and Tenant will comply with Landlord's reasonable requirements
relative to such systems and procedures. Landlord shall discuss such systems and
procedures with Tenant prior to implementation.

            2. The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenants or used by any
of them for any purpose other than for ingress to and egress from their
respective premises. The halls, passages, exits, entrances, elevators,
escalators, and stairways are not for the general public, and Landlord will in
all cases retain the right to control and prevent access to such halls,
passages, exits, entrances, elevators, and stairways of all persons whose
presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation, and interests of the Building and its tenants, provided
that nothing contained in these rules and regulations will be construed to
prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No tenant and no employee or invitee of any tenant will go upon the
roof of the Building. No tenant will be permitted to place or install any object
(including without limitation radio and television antennas, loudspeakers, sound
amplifiers, microwave dishes, solar devices, or similar devices) on the exterior
of the Building or on the roof of the Building.

            3. No sign, placard, picture, name, advertisement, or written notice
visible from the exterior of the Premises will be inscribed, painted, affixed,
or otherwise displayed by Tenant on any part of the Building or the Premises
without the prior written consent of Landlord. All approved signs or lettering
on doors will be printed, painted, affixed, or inscribed at the expense of the
Tenant by a person approved by Landlord. Other than draperies expressly
permitted by Landlord and Building standard mini-blinds, material visible from
outside the Building will not be permitted. In the event of the violation of
this rule by Tenant, Landlord may remove the violating items without any
liability, and may charge the expense incurred by such removal to the Tenant.

            4. No cooking will be done or permitted by any tenant on the
Premises, except in areas of the Premises which are specially constructed for
cooking and except that use by the Tenant of microwave ovens and Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate, and
similar beverages will be permitted, provided that such use is in accordance
with all applicable federal, state, and city laws, codes, ordinances, rules, and
regulations.

            5. No smoking shall be done or permitted by any tenant or by any
agent, employee, guest or invitee of any tenant in the Common Areas.


                                       26
<PAGE>

            6. The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

            7. No tenant will in any way deface any part of the Premises or the
Building. In those portions of the Premises where carpet has been provided
directly or indirectly by Landlord, Tenant will at its own expense install and
maintain pads to protect the carpet under all furniture having casters other
than carpet casters.

            8. Tenant will not alter, change, replace, or rekey any lock or
install a new lock or a knocker on any door of the Premises. Landlord, its
agent, or employees will retain a pass (master) key to all door locks on the
Premises. Any new door locks required by Tenant or any change in keying of
existing locks will be installed or changed by Landlord following Tenant's
written request to Landlord and will be at Tenant's expense. All new locks and
rekeyed locks will remain operable by Landlord's pass (master) key. Landlord
will furnish each Tenant, free of charge, with two (2) keys to each door lock on
the Premises. Landlord will have the right to collect a reasonable charge for
additional keys requested by any Tenant. Tenant, upon termination of its
tenancy, will deliver to Landlord all keys for the Premises and Building that
have been furnished to such Tenant.

            9. No tenant will use or keep in the Premises or the Building any
kerosene, gasoline, or inflammable or combustible or explosive fluid or material
or chemical substance other than limited quantities of such materials or
substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required in such
tenant's normal operations in the Premises. Without Landlord's prior written
approval, no tenant will use any method of heating or air conditioning other
than that supplied by Landlord. No tenant will use or keep or permit to be used
or kept any foul or noxious gas or substance in the Premises.

            10. Landlord will have the right, exercisable upon written notice
and without liability to any tenant, to change the name and street address of
the Building.

            11. Landlord will have the right to prohibit any advertising by
Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability, and upon written
notice from Landlord, Tenant will refrain from or discontinue such advertising.

            12. Tenant will not bring any animals or birds into the Building,
and will not permit bicycles or other vehicles inside or on the sidewalks
outside the Building except in areas designated from time to time by Landlord
for such purposes.

            13. Tenant will store all its trash and garbage within the Premises
or in receptacles provided by Landlord. No material will be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage without being in violation of any law or ordinance governing
such disposal. Removal of any furniture or furnishings, large equipment, packing
crates and packing materials will be the responsibility of each tenant and such
items may not be disposed of in the Building trash receptacles. No furniture,
appliances, equipment, or flammable products of any type may be disposed of in
the Building trash receptacles.


                                       27
<PAGE>

            14. Canvassing, peddling, soliciting, and distributing handbills or
any other written materials in the Building are prohibited, and each tenant will
cooperate to prevent the same.

            15. The requirements of the tenants will be attended to only upon
application by written, personal, or telephone notice to Landlord at the
Landlord's Address. Employees of Landlord will not perform any work or do
anything outside of their regular duties unless under special instructions from
Landlord.

            16. A directory of the Building will be provided for the display of
the name and location of tenants only. All entries on the Building directory
display will conform to standards and style set by Landlord in its sole
discretion. . No Tenant will have any right to the use of any exterior sign.

            17. Tenant will see that the doors of the Premises are closed and
locked and that all water faucets, water apparatus, and utilities are shut off
before Tenant or Tenant's employees leave the Premises, so as to prevent waste
or damage, and for any default or carelessness in this regard Tenant will make
good all injuries sustained by other tenants or occupants of the Building or
Landlord.

            18. Tenant will not conduct itself in any manner that is
inconsistent with the character of the Building or that will impair the comfort
and convenience of other tenants in the Building.

            19. Neither Landlord nor any operator of the Parking Areas will be
liable for loss of or damage to any vehicle or any contents of such vehicle or
accessories to any such vehicle, or any property left in any of the Parking
Areas, resulting from fire, theft, vandalism, accident, conduct of other users
of the Parking Areas and other persons, or any other casualty or cause. Further,
Tenant understands and agrees that: (a) Landlord will not be obligated to
provide any traffic control, security protection or operator for the Parking
Areas ; (b) Tenant uses the Parking Areas at its own risk; and (c) Landlord will
not be liable for personal injury or death, or theft, loss of, or damage to
property. Except to the extent caused by Landlord's negligent act or omission,
Tenant waives and releases Landlord from any and all liability arising out of
the use of the Parking Areas by Tenant, its employees, agents, invitees, and
visitors, whether brought by any of such persons or any other person.

            20. Tenant (including Tenant's employees, agents, invitees, and
visitors) will use the Parking Areas solely for the purpose of parking passenger
model cars, small vans, and small trucks and will comply in all respects with
any rules and regulations that may be promulgated by Landlord from time to time
with respect to the Parking Areas. The Parking Areas may be used by Tenant, its
agents, or employees, for occasional overnight parking of vehicles, but shall
not under any circumstances be used by Tenant or its agents or employees for the
display or parking of vehicles advertised as being for sale. Tenant will ensure
that any vehicle parked in any of the Parking Areas will be kept in proper
repair and will not leak excessive amounts of oil or grease or any amount of
gasoline. If any of the Parking Areas are at any time used (a) for any purpose
other than parking as provided above; (b) in any way or manner reasonably
objectionable to Landlord; or (c) by Tenant after default by Tenant under the
Lease, Landlord, in addition to any other rights otherwise available to
Landlord, may consider such default an Event of Default under the Lease.


                                       28
<PAGE>

            21. Tenant's right to use the Parking Areas will be in common with
other tenants of the Building and with the tenants of 9 Raymond Avenue.

            22. Tenant has no right to assign or sublicense any of its rights in
the Parking Areas, except as part of a permitted assignment or sublease of the
Lease.

            23. No act or thing done or omitted to be done by Landlord or
Landlord's agent during the Term of the Lease in connection with the enforcement
of these rules and regulations will constitute an eviction by Landlord of any
Tenant nor will it be deemed an acceptance of surrender of the Premises by any
Tenant, and no agreement to accept such termination or surrender will be valid
unless in a writing signed by Landlord. The delivery of keys to any employee or
agent of Landlord will not operate as a termination of the Lease or a surrender
of the Premises unless such delivery of keys is done in connection with a
written instrument executed by Landlord approving the termination or surrender.

            24. In these rules and regulations, Tenant includes the employees,
agents, invitees, and licensees of Tenant and others permitted by Tenant to use
or occupy the Premises.

            25. These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.


                                       29
<PAGE>

                                 LEASE AGREEMENT

            THIS LEASE AGREEMENT is made as of this 30th day of June, 2006 by
and between GILMAN + CIOCIA, INC., a Delaware corporation having its principal
office at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the "Tenant") and,
ANGELO BALBO MANAGEMENT, LLC, a New York limited liability company having an
office at 18 Millbank Road, Poughkeepsie, NY 12603 (the "Landlord").

            NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

ARTICLE 1 BASIC LEASE INFORMATION

      1.1 Basic Lease Information. As used in this Lease, the following basic
lease terms shall have the meanings ascribed thereto:

      (a)   Lease Date: June 30, 2006

      (b)   Landlord's Address:

                  18 Millbank Road

                  Poughkeepsie, NY 12603

                  with a copy at the same time to:

                  Michael Kistner, Esq.

                  2 Raymond Avenue

                  Poughkeepsie, NY 12603

      (c)   Tenant's Address:

                  Gilman + Ciocia, Inc.
                  11 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Attention: Legal Department

      (d)   Building Address:

                  11 Raymond Avenue
                  Poughkeepsie, NY 12603

      (e)   Premises: Suite 35, containing approximately 1,706 gross rentable
            square feet, and containing approximately 1,485 net useable square
            feet.

<PAGE>

      (f)   Tenant's Pro Rata Share: A percentage, based upon the ratio of the
            gross rentable square footage of the Premises to the total gross
            rentable square footage of the Building and 9 Raymond Avenue.
            Tenant's Pro Rata Share, based upon the current rentable square
            footage of the Building and 9 Raymond Avenue and the current
            rentable square footage of the Premises, is 1,706/34,631, 4.93%.

      (g)   Term: 36 months, beginning on the Commencement Date and expiring on
            the Expiration Date.

      (h)   Commencement Date: July 1, 2006.

      (i)   Expiration Date: June 30, 2009 unless adjusted or sooner terminated
            as provided herein.

      (j)   Security Deposit: None.

      (k)   Base Rent: Throughout the Term, Base Rent shall be $18,087.00 per
            year, and $1,507.00 per month. The Base Rent shall increase by three
            (3%) percent on July 1st of each year during the Term.

      (l)   Broker: None.

      (m)   Estimated Monthly Additional Rent Charge (not including Tenant's Pro
            Rata Share of Taxes): $427.00.

      1.2 Additional Definitions. As used in this Lease, the following terms
shall have the meanings ascribed thereto:

      (a) Additional Rent: Any amounts that this Lease requires Tenant to pay in
addition to Base Rent.

      (b) Building: 11 Raymond Avenue and related improvements (including,
without limitation, parking lots, walkways, driveways, fences and landscaping)
of which the Premises are a part.

      (c) Common Areas: The hallways, entryways, stairs, elevators, driveways,
parking lot, walkways, restrooms, trash facilities, and all other areas and
facilities in and about the Building that are provided and designated from time
to time by Landlord for the general nonexclusive use and convenience of Tenant
with Landlord and other tenants of the Building and their respective employees,
invitees, licensees or visitors.

      (d) Land: The land on which the Building is located, which is described on
Exhibit A.

      (e) Parking Areas: Those portions of the parking lots adjacent to the
Building which Landlord shall from time to time designate for use by the tenants
of the Building for parking.

      (f) Prime Rate: The rate of interest from time to time announced by
Citibank as its prime rate of interest.


                                       2
<PAGE>

      (g) Rent: The Base Rent and Additional Rent.

If any other provision of this Lease contradicts any definition of this Article,
the other provision will prevail.

      1.3 Exhibits. The following exhibits are attached to and made a part of
this Lease:

            EXHIBIT A -- Legal Description of the Land

            EXHIBIT B -- Rules and Regulations

ARTICLE 2 AGREEMENT

      2.1 Grant of Lease. Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, on the terms and conditions set forth in this
Lease.

ARTICLE 3 DELIVERY OF PREMISES

      3.1 Delivery of Possession.

      (a) The Premises shall be delivered to the Tenant as of July 1, 2006.

      (b) Tenant acknowledges that neither Landlord nor its agents or employees
have made any representations or warranties as to the suitability or fitness of
the Premises for the conduct of Tenant's business or for any other purpose.
Landlord and its agents or employees have not agreed to undertake any
alterations or construct any Tenant improvements to the Premises.

ARTICLE 4 BASE RENT

      4.1 Payment of Base Rent. Throughout the Term, Tenant will pay Base Rent
to Landlord in monthly installments, the first of which shall become due on the
Commencement Date with successive installments to become due on the first day of
each successive calendar month thereafter. Base Rent will be paid to Landlord,
without written notice or demand, and without deduction or offset, in lawful
money of the United States of America at Landlord's Address, or to such other
address as Landlord may from time to time designate in writing.

      4.2 Late Payment. In the event that any payment of Rent due hereunder
shall not be paid by the tenth (10th) day after which it is due, a late charge
of 5% for each dollar not paid may be charged by Landlord for each month or part
thereof that the same remains overdue. This charge shall be in addition to and
not in lieu of any other remedy Landlord may have and is in addition to any
reasonable fees and charges of any agents or attorneys Landlord may employ as a
result of any default in the payment of Rent hereunder, whether authorized
herein or by law. Any such "late charges" if not previously paid shall, at the
option of Landlord, be added to and become part of the succeeding Rent payment
to be made hereunder and shall be deemed to constitute Additional Rent.


                                       3
<PAGE>

ARTICLE 5 REAL ESTATE AND ASSESSMENTS

      5.1 Tenant's Obligation to Pay Taxes. Tenant covenants and agrees that it
shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of all real
property taxes and assessments of whatever kind and nature, including water and
sewer rents, special assessments and payments in lieu of taxes levied, imposed,
assessed or fixed on or against the Building and the Land or arising from the
use, occupancy or possession thereof, during the Term hereof (hereinafter
collectively referred to as the "Taxes").

      5.1 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a Taxes estimated payment (the
"Estimated Taxes Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $640 per month.

      (b) The Landlord shall re-compute the Estimated Taxes Payment on July 1 of
each year during the Term. The Estimated Taxes Payment so recomputed shall not
increase by more than ten (10%) percent each year.

      (c) Within two (2) months following the issuance of each real estate tax
bill of each year during the Term, the Landlord shall send to the Tenant a
Statement showing the actual real estate tax on the bill as compared to the
estimate for such tax collected. If the actual real estate taxes on the bill
exceed the total Estimated Taxes Payments for such tax during the concluded
year, the Tenant shall pay the difference to the Landlord within thirty (30)
days from the date of the Statement. If the total Estimated Taxes Payments for
such tax exceed the actual real estate taxes for the year, the Landlord shall
pay the difference to the Tenant within thirty (30) days form the date of the
Statement.

      (d) In the event that any Estimated Taxes Payment due hereunder shall not
be paid by the tenth (10th) day after which it is due, a late charge of 5% for
each dollar not paid may be charged by Landlord for each month or part thereof
that the same remains overdue. This charge shall be in addition to and not in
lieu of any other remedy Landlord may have and is in addition to any reasonable
fees and charges of any agents or attorneys Landlord may employ as a result of
any default in the payment of Rent hereunder, whether authorized herein or by
law. Any such "late charges" if not previously paid shall, at the option of
Landlord, be added to and become part of the succeeding Rent payment to be made
hereunder and shall be deemed to constitute Additional Rent.

      5.2 Contest by Landlord. Landlord shall have the right, after reasonable
consultation with Tenant, to contest in good faith any Tax or assessment at
Landlord's cost and expense. Tenant shall be entitled to its Pro Rata Share of
the net proceeds of any refund received by the Landlord as a result of any such
contest.

      5.3 Contest by Tenant. In the event that Landlord shall fail to contest
any Tax or assessment, Tenant shall have the right to contest such tax or
assessment in good faith, at its own cost and expense, provided, however, that
notwithstanding such contest, (1) Tenant shall pay when due its Pro Rata Share
of any Taxes; (2) Tenant shall comply with all applicable laws, rules and
regulations regarding the payment of Taxes; (3) Tenant shall not take any action
which would adversely affect, threaten or jeopardize the interest of the
Landlord in the Building or the Land; and (4) Tenant shall promptly pay,
indemnify and save Landlord harmless from, all penalties and interest which may
be charged or imposed as a result of or during the pendency of, any such


                                       4
<PAGE>

contest. In the event of any such contest by Tenant, Landlord agrees to
reasonably cooperate with Tenant, provided, however, that such cooperation shall
be without any cost or expense to Landlord and shall not be construed so as to
require the Landlord to withhold the payment of any Tax, interest or penalty
otherwise due and owing to, or charged by, any taxing authority.

      5.4 Adjustments for Partial Lease Years. It is further agreed that for the
first and last lease years of the Term, the portion of all Taxes, other than
such as result from assessments attributable to Tenant, to be paid by the Tenant
shall be pro rated, depending on the proportion which each such lease year shall
bear to the tax year in which it falls.

      5.5 Other Taxes Imposed on Landlord. Tenant shall not be obligated or
required hereunder to pay any franchise, excise, corporate, estate, inheritance,
succession, capital levy or transfer tax of Landlord, or any income, profit or
revenue tax upon the income or receipts of Landlord.

      5.6 Taxes Attributable to Tenant. Tenant shall be responsible for and
shall pay prior to the time when such payment shall be deemed delinquent, all
Taxes assessed during the Term against any leasehold interest, or any
improvements, alterations, additions, fixtures or personal property of any
nature placed in, on or about the Premises by the Tenant, whether such tax shall
have been levied or assessed against Landlord or Tenant.

ARTICLE 6 ADDITIONAL RENT

      6.1 In addition to all other rental charges provided for in this Lease,
Tenant agrees to pay as Additional Rent:

      (a) Its Pro Rata Share of the following costs and expenses incurred by
Landlord in connection with the operation, maintenance and non-structural repair
of the Building ("CAM Charges"): utilities, insurance, cleaning, snow removal,
parking lot cleaning and other "routine maintenance". "Routine maintenance" is
defined to mean those items having a maintenance cycle of annually or more
frequently. The Tenant shall not be responsible for "periodic maintenance"
items. "Periodic maintenance" is defined as those items with a maintenance cycle
of less than annually (e.g., re-sealing the parking lot).

      (b) One hundred percent (100%) of the cost of any janitorial or other
service furnished exclusively to the Premises.

      6.2 (a) The Tenant shall pay to the Landlord on the first day of each
month during the Term commencing on July 1, 2006, a CAM Charges estimated
payment (the "Estimated Payment"). The Estimated Payment for the one year period
starting on July 1, 2006 and ending on June 30, 2007 shall be $427.00 per month.
The Estimated Payment shall apply to a CAM Charge item that exceeds a cost of
$4,000 (a "Large Item") at the Tenant's option. The Tenant may pay a Large Item,
at its option, within 30 days of being billed by the Landlord for the Large Item
instead of having the Large Item paid out of the Estimated Payments.


                                       5
<PAGE>

      (b) The Landlord shall re-compute the Estimated Payment on July 1 of each
year during the Term. The Estimated Payment so recomputed shall not increase by
more than ten (10%) percent each year.

      (c) Within two (2) months following July 1 of each year during the Term,
the Landlord shall send to the Tenant a Statement showing the actual CAM Charges
for the concluded year. If the actual CAM Charges exceed the total Estimated
Payments for the concluded year, the Tenant shall pay the difference to the
Landlord within thirty (30) days from the date of the Statement. If the total
Estimated Payments exceed the actual CAM Charges for the year, the Landlord
shall pay the difference to the Tenant within thirty (30) days form the date of
the Statement.

      (d) Within ten (10) business days of Tenant's written request, Landlord
will make available for inspection at Landlord's office during regular business
backup information with respect to the CAM Charges. The Tenant may only make one
request for backup information each month. The Landlord shall send to the Tenant
the backup information for Any Large Item expense within thirty (30) days of the
expense.

      (e) In the event that any Estimated Payment due hereunder shall not be
paid by the tenth (10th) day after which it is due, a late charge of 5% for each
dollar not paid may be charged by Landlord for each month or part thereof that
the same remains overdue. This charge shall be in addition to and not in lieu of
any other remedy Landlord may have and is in addition to any reasonable fees and
charges of any agents or attorneys Landlord may employ as a result of any
default in the payment of Rent hereunder, whether authorized herein or by law.
Any such "late charges" if not previously paid shall, at the option of Landlord,
be added to and become part of the succeeding Rent payment to be made hereunder
and shall be deemed to constitute Additional Rent.

      6.3 Under no circumstances shall the CAM Charges be construed so as to
impose upon Tenant any obligation for expenses incurred by Landlord with respect
to (a) replacement or re-sealing of blacktop, (b) traffic control devices not
located on the Land, (c) depreciation on the Building or on machinery and
equipment used in the management, operation, maintenance and repair of the
Building or the Land, (d) capital improvements or (e) structural repairs
(including the roof).

ARTICLE 7

      7.1 Tenant's Insurance. At all times during the Term, Tenant will carry
and maintain, at Tenant's expense, the following insurance, in the amounts
specified below or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on forms satisfactory to
Landlord:

      (d) Commercial general liability insurance with coverage for bodily injury
and property damage liability, with a combined single occurrence limit of not
less than $2,000,000. All such insurance shall include contractual liability
coverage for the performance by Tenant of the indemnity agreements set forth in
this Lease;

      (e) Insurance covering all of Tenant's furniture and fixtures, machinery,
equipment, stock, and any other personal property owned and used in Tenant's
business and found in, on, or about the Building, and any leasehold improvements
to the Premises in an amount not less than the full replacement cost. Property
forms shall provide coverage on a broad form basis insuring against "all risks


                                       6
<PAGE>

of direct physical loss." All policy proceeds will be used for the repair or
replacement of the property damaged or destroyed; however, if this Lease ceases
under the provisions of Article 20, Tenant will be entitled to any proceeds
resulting from damage to Tenant's furniture and fixtures, machinery, equipment,
stock, and any other personal property;

      (f) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
State of New York; and

      7.2 Forms of Policies. Certificates of insurance, together with copies of
the endorsements, when applicable, naming Landlord as an additional insured,
will be delivered to Landlord promptly following the Lease Date, but in no event
later than five (5) days prior to Tenant's occupancy of the Premises and from
time to time at least 10 days prior to the expiration of the term of each such
policy.. All commercial general liability or comparable policies maintained by
Tenant will name Landlord as an additional insured, entitling Landlord to
recover under such policies for any loss sustained by Landlord, its agents, and
employees as a result of the acts or omissions of Tenant. All such policies
maintained by Tenant will provide that they may not be terminated nor may
coverage be reduced below the minimums herein except after 30 days' prior
written notice to Landlord. All commercial general liability and property
policies maintained by Tenant will be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord may carry.

      7.3 Waiver of Subrogation. Landlord and Tenant each waive any and all
rights to recover against the other or against any other tenant or occupant of
the Building, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees or business visitors of such
other party or of such other tenant or occupant of the Building, for any loss or
damage to such waiving party arising from any cause covered by any property
insurance required to be carried by such party pursuant to this Article 7 or any
other property insurance actually carried by such party to the extent of the
limits of such policy. Landlord and Tenant from time to time will cause their
respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the
Building or the Premises or the contents of the Building or the Premises. Tenant
agrees to cause all other occupants of the Premises claiming by, under, or
through Tenant to execute and deliver to Landlord such a waiver of claims and to
obtain such waiver of subrogation rights endorsements

      7.4 Adequacy of Coverage. Landlord, its agents, and employees make no
representation that the limits of liability specified to be carried by Tenant
pursuant to this Article 7 are adequate to protect Tenant. If Tenant believes
that any of such insurance coverage is inadequate, Tenant will obtain such
additional insurance coverage as Tenant deems adequate, at Tenant's sole
expense.

ARTICLE 8

      8.1 Tenant's Use of the Premises. The Premises will be used by Tenant
solely as a business office, including, but not limited to: general business
operations, broker dealer operations, accounting, tax return preparation,
financial planning and brokerage services, and broker dealer operations. Tenant
acknowledges and agrees that, Tenant will use the Premises in a careful, safe,
and proper manner. Tenant will not use or permit the Premises to be used or


                                       7
<PAGE>

occupied for any purpose or in any manner prohibited by any applicable laws.
Tenant will not commit waste or suffer or permit waste to be committed in, on,
or about the Premises. Tenant will conduct its business and control its
employees, agents, and invitees in such a manner as not to create any nuisance
or interfere with, annoy, or disturb any other tenant or occupant of the
Building or Landlord in its operation of the Building.

ARTICLE 9 REQUIREMENTS OF LAW; FIRE INSURANCE

      9.1 General. At its sole cost and expense, Tenant will promptly comply
with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or in force after the Lease Date, with the
requirements of any board of fire underwriters or other similar body, with any
direction or occupancy certificate issued pursuant to any law by any public
officer or officers, insofar as they relate to the condition, use, or occupancy
of the Premises, excluding requirements of structural changes to the Premises or
the Building, unless required by the unique nature of Tenant's use or occupancy
of the Premises.

      9.2 Hazardous Materials.

      (a) For purposes of this Lease, "Hazardous Materials" means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation substances defined as "hazardous substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ss.ss. 9601-9657; the Hazardous Materials Transportation Act
of 1975, 49 U.S.C. ss.ss. 1801-1812; the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. ss.ss. 6901-6987; or any other federal, state, or local
statute, law, ordinance, code, rule, regulation, order, or decree regulating,
relating to, or imposing liability or standards of conduct concerning hazardous
materials, waste, or substances now or at any time hereafter in effect
(collectively, "Hazardous Materials Laws").

      (b) Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the
Building by Tenant, its agents, employees, or contractors. Tenant will not
permit the Premises to be used or operated in a manner that may cause the
Premises or the Building to be contaminated by any Hazardous Materials in
violation of any Hazardous Materials Laws. Tenant will immediately advise
Landlord in writing of (i) any and all enforcement, cleanup, remedial, removal,
or other governmental or regulatory actions instituted, completed, or threatened
pursuant to any Hazardous Materials Laws relating to any Hazardous Materials
affecting the Premises; and (ii) all claims made or threatened by any third
party against Tenant, Landlord, or the Premises relating to damage,
contribution, cost recovery, compensation, loss, or injury resulting from any
Hazardous Materials on or about the Premises. Without Landlord's prior written
consent, Tenant will not take any remedial action or enter into any agreements
or settlements in response to the presence of any Hazardous Materials in, on, or
about the Premises.

      (c) Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs, and liabilities, including attorneys' fees and costs, arising out of or
in connection with Tenant's breach of its obligations in this Article 9. Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all claims, costs,
and liabilities, including attorneys' fees and costs, arising out of or in
connection with the removal, cleanup, and restoration work and materials


                                       8
<PAGE>

necessary to return the Premises and any other property of whatever nature
located on the Building to their condition existing prior to the appearance of
Tenant's Hazardous Materials on the Premises. Tenant's obligations under this
Article 10 will survive the expiration or other termination of this Lease.

      9.3 Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would (a) jeopardize or be
in conflict with fire insurance policies covering the Building or fixtures and
property in the Building; (b) increase the rate of fire insurance applicable to
the Building to an amount higher than it otherwise would be for use of the
Building as an office/warehouse; or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property by reason of
any business or operation being carried on upon the Premises.

ARTICLE 10 ASSIGNMENT AND SUBLETTING

      10.1 General. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors, and assigns, covenants that
it will not assign, mortgage, or encumber this Lease, nor sublease, nor permit
the Premises or any part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each instance, which consent
will not be unreasonably withheld or delayed. Any assignment or sublease in
violation of this Article 10 will be void. If this Lease is assigned, or if the
Premises or any part of the Premises are subleased or occupied by anyone other
than Tenant, Landlord may, after default by Tenant, collect rent from the
assignee, subtenant, or occupant, and apply the net amount collected to Rent. No
assignment, sublease, occupancy, or collection will be deemed (a) a waiver of
the provisions of this Section 10.1; (b) the acceptance of the assignee,
subtenant, or occupant as Tenant; or (c) a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant contained in this
Lease. The consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from obtaining Landlord's prior written consent in
writing to any further assignment or sublease. No permitted subtenant may assign
or encumber its sublease or further sublease all or any portion of its subleased
space, or otherwise permit the subleased space or any part of its subleased
space to be used or occupied by others, without Landlord's prior written consent
in each instance.

      10.2 Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord (a)
the name and address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its proposed use of the space;
(d) banking, financial, or other credit information reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed form of assignment or
sublease for Landlord's reasonable approval.

      10.3 Prohibited Transfers. The transfer of a majority of the issued and
outstanding capital stock of any corporate Tenant or subtenant of this Lease, or
a majority of the total interest in any partnership Tenant or subtenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of this Lease or of such
sublease requiring Landlord's consent in each instance.


                                       9
<PAGE>

      10.4 Permitted Transfer. No Landlord consent shall be necessary in the
case of an assignment of this Lease or sublease of all or part of the Premises
to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any
corporation into or with which Tenant may be merged or consolidated; provided
that Tenant promptly provides Landlord with a fully executed copy of such
assignment or sublease, Tenant shall remain liable under the terms of this
Lease, and the resulting or surviving entity has a net worth at the time of such
assignment, equal to or in excess of Tenant's.

      10.5 Remedies. If Tenant believes that Landlord has unreasonably withheld
its consent pursuant to this Article 10, Tenant's sole remedy will be to seek a
declaratory judgment that Landlord has unreasonably withheld its consent or an
order of specific performance or mandatory injunction of the Landlord's
agreement to give its consent. In the event that Tenant successfully obtains any
such declaratory judgment and such judgment is not overturned on appeal, Tenant
shall be entitled to its reasonable attorney's fees and court costs with respect
thereto.

ARTICLE 11 RULES AND REGULATIONS

      11.1 Landlord's Rules and Regulations. Tenant and its employees, agents,
licensees and visitors will at all times observe faithfully, and comply strictly
with, the rules and regulations set forth in Exhibit B. Landlord may from time
to time reasonably amend, delete, or modify existing rules and regulations, or
adopt reasonable new rules and regulations for the use, safety, cleanliness, and
care of the Premises and the Building, and the comfort, quiet, and convenience
of occupants of the Building, provided that no such new rules or regulations
shall materially increase Tenant's responsibilities nor materially decrease
Tenant's rights hereunder. Modifications or additions to the rules and
regulations will be effective upon 30 days' prior written notice to Tenant from
Landlord. In the event of any breach of any rules or regulations or any
amendments or additions to such rules and regulations, Landlord will have all
remedies that this Lease provides for default by Tenant, and will in addition
have any remedies available at law or in equity, including the right to enjoin
any breach of such rules and regulations. Landlord will not be liable to Tenant
for violation of such rules and regulations by any other tenant, its employees,
agents, visitors, or licensees or any other person. In the event of any conflict
between the provisions of this Lease and the rules and regulations, the
provisions of this Lease will govern.

ARTICLE 12 COMMON AREAS

      12.1 Tenant's Use of the Common Areas. Landlord grants Tenant, its
employees, invitees, licensees, and other visitors a nonexclusive license for
the Term to use the Common Areas with others, subject to the terms and
conditions of this Lease. Without advance written notice to Tenant, except with
respect to matters covered by subsection (a) below, and without any liability to
Tenant in any respect, provided Landlord will take no action permitted under
this Article 12 in such a manner as to materially impair or adversely affect
Tenant's substantial benefit and enjoyment of the Premises, Landlord will have
the right to:

      (d) Close off any of the Common Areas to whatever extent required in the
opinion of Landlord and its counsel to prevent a dedication of any of the Common
Areas or the accrual of any rights by any person or the public to the Common
Areas;


                                       10
<PAGE>

      (e) Temporarily close any of the Common Areas for necessary maintenance,
alteration, or improvement purposes; and

      (f) Change the size, use, shape, or nature of any such Common Areas,
including erecting additional buildings on the Common Areas, expanding the
Building or other buildings to cover a portion of the Common Areas, converting
Common Areas to a portion of the Building or other buildings, or converting any
portion of the Building (excluding the Premises) or other buildings to Common
Areas, provided that, without Tenant's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, no such change in
the Common Areas shall materially impair ingress and egress to and from the
Premises. Upon erection of any additional buildings or change in Common Areas,
the portion of the Building upon which buildings or structures have been erected
will no longer be deemed to be a part of the Common Areas.

ARTICLE 13 LANDLORD'S REPAIR AND MAINTENANCE

      13.1 Landlord's Repair of Building. Landlord shall make necessary
structural repairs to the Building and shall keep in good order, condition and
repair all mechanical systems (including, but not limited to, electrical,
plumbing, heating, ventilation and air conditioning systems) servicing the
Common Areas or the entire Building, and the exterior foundations, downspouts,
gutters and roof of the Building, excluding, however, all windows, doors, plate
glass, signs and all repairs required by any casualty. For the purpose of this
Lease, a structural repair shall be defined as any structural repair to the
steel frame, footings, foundations, masonry walls, and roof of the Building. To
the extent that any repairs, whether structural or otherwise, result from damage
caused by any act, omission or negligence of Tenant, any subtenant or
concessionaire, or their respective employees, agents, invitees, licensees or
contractors, such repairs shall be performed by Landlord at the cost and expense
of Tenant, which expenses shall constitute Additional Rental.

      13.2 Landlord's Repair of Common Areas. Landlord further agrees to
maintain and repair and keep in good order and condition, reasonably clean and
free from snow, dirt and rubbish, all Common Areas. The costs and expenses
incurred by Landlord for maintenance, repairs, utilities, janitorial service,
refuse and snow removal and security of the Common Areas shall be performed to
ensure the proper quality and the preservation of the reputation of the
Building.

      13.3 Limitation on Liability. Landlord will not be in default under this
Lease or be liable to Tenant or any other person for direct or consequential
damage, or otherwise, for any failure to supply any heat, air conditioning,
cleaning, lighting, security; for surges or interruptions of electricity; or for
other services Landlord has agreed to supply during any period when Landlord
uses reasonable diligence to supply such services. Landlord will use reasonable
efforts to diligently remedy any interruption in the furnishing of such
services. Landlord reserves the right temporarily to discontinue such services
at such times as may be necessary by reason of accident; repairs, alterations or
improvements; strikes; lockouts; riots; acts of God; governmental preemption in
connection with a national or local emergency; any rule, order, or regulation of
any governmental agency; conditions of supply and demand that make any product
unavailable; Landlord's compliance with any mandatory governmental energy
conservation or environmental protection program, or any voluntary governmental
energy conservation program at the request of or with consent or acquiescence of
Tenant; or any other happening beyond the control of Landlord. Landlord will not
be liable to Tenant or any other person or entity for direct or consequential
damages resulting from the admission to or exclusion from the Building of any


                                       11
<PAGE>

person. In the event of invasion, mob, riot, public excitement, strikes,
lockouts, or other circumstances rendering such action advisable in Landlord's
sole opinion, Landlord will have the right to prevent access to the Building
during the continuance of the same by such means as Landlord, in its sole
discretion, may deem appropriate, including without limitation locking doors and
closing Parking Areas and other Common Areas. Except to the extent occasioned by
Landlord's negligence or intentional misconduct, Landlord will not be liable for
damages to person or property or for injury to, or interruption of, business for
any discontinuance permitted under this Article 13. Under no circumstances will
any such discontinuance in any way be construed as an eviction of Tenant or
cause an abatement of Rent or operate to release Tenant from any of Tenant's
obligations under this Lease.

ARTICLE 14 TENANT'S CARE OF THE PREMISES

      14.1 Maintenance of the Premises.

      (a) Tenant, at its sole cost and expense, shall take good care of the
Premises and shall keep, repair, replace and maintain the Premises (including
any electrical, plumbing, heating, ventilation, air conditioning and other
mechanical systems exclusively servicing the Premises and Tenant's equipment,
personal property and trade fixtures located in the Premises, which mechanical
systems shall be free of defects and in good working order on the date of
Delivery of Possession ) in good order, condition and repair, and each and every
part thereof (including, without limitation, painting and decorating), excepting
only such matters that are expressly stated herein to be within the Landlord's
obligation to maintain, and shall not cause nor permit any snow, ice, dirt,
debris or rubbish to be put, placed or maintained on the sidewalks, driveways,
parking lots, yards, entrances and curbs, in, on or adjacent to the Premises.
Tenant further agrees not to use the Premises or permit the Premises to be used
in any manner as to cause excessive depreciation of or to the Building, and
agrees not to cause nor permit waste of or damage or nuisance to, in, or about
the Premises or the Building.

      (b) Tenant shall have no right of access to the roof of the Premises or
the Building and shall not install, repair, place or replace any aerial, fan,
air conditioner or other device on the roof of the Premises or the Building
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Any aerial, fan, air conditioner or device installed
without such written consent shall be subject to removal, at Tenant's expense,
without notice at any time. Landlord shall repair at Tenant's expense, any
damage to the Building or roof resulting from the installation, repair, use, or
replacement of any such air conditioner or other device.

ARTICLE 15 ALTERATIONS

      15.1 General.

            1. During the Term, Tenant will not make or allow to be made any
alterations, additions, or improvements to or of the Premises or any part of the
Premises, or attach any fixtures or equipment to the Premises, without first
obtaining Landlord's written consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, Tenant shall have the right to make
interior, non-structural alterations in an amount not exceeding $50,000 in the
aggregate over the Term.


                                       12
<PAGE>

      (b) Subject to Tenant's rights in Article 18, all alterations, additions,
fixtures, and improvements, whether temporary or permanent in character, made in
or upon the Premises either by Tenant or Landlord, will immediately become
Landlord's property and at the end of the Term will remain on the Premises
without compensation to Tenant, unless when consenting to such alterations,
additions, fixtures, or improvements, Landlord has advised Tenant in writing
that such alterations, additions, fixtures, or improvements must be removed at
the expiration or other termination of this Lease.

      15.2 Free-Standing Partitions. Tenant will have the right to install
free-standing work station partitions in that portion of the Premises designated
by Landlord as office space, without Landlord's prior written consent, so long
as no building or other governmental permit is required for their installation
or relocation; however, if a permit is required, Landlord will not unreasonably
withhold its consent to such relocation or installation. Any free-standing work
station partitions purchased by Tenant will be part of Tenant's trade fixtures
for all purposes under this Lease. Any other partitions installed in the
Premises are and will be Landlord's property for all purposes under this Lease.

      15.3 Landlord Alterations. Any modifications or renovations of the lobby,
the second and third floor hallways, the stairways or any of the bathrooms shall
require the prior written approval of Tenant, which approval shall not be
unreasonably withheld.

      15.4 Removal. If Landlord has required Tenant to remove any or all
alterations, additions, fixtures, and improvements that are made in or upon the
Premises pursuant to this Article 15, Tenant will remove such alterations,
additions, fixtures, and improvements at Tenant's sole cost and will restore the
Premises to the condition in which they were before such alterations, additions,
fixtures, improvements, and additions were made, reasonable wear and tear
excepted.

ARTICLE 16 UTILITY SERVICE

      16.1 Utility Service for Premises. Tenant agrees to pay as and when the
same become due and payable, all charges for electricity, gas, heat, steam, hot
water, telephone and other utilities supplied to the Premises during the Term,
together with cost of repair, maintenance, replacement and reading of all meters
measuring Tenant's use or consumption thereof. If any such services are
separately metered or billed to Tenant, Tenant shall pay all charges for such
services directly. If, however, any such services are not separately metered or
billed to Tenant but rather are billed to and paid by Landlord, Tenant will pay
to Landlord its proportionate share of the cost of such services (as determined
by Landlord) as Additional Rent. In the event that Tenant shall fail to pay any
charges for any or all of the aforesaid services when due, Landlord shall have
the right, but not the obligation to make such payments, in which event, a sum
equal to any such payments shall be Additional Rent, and shall be collectible as
such, together with interest at an annual rate equal to five percent (5%)
percent above the Prime Rate, from the date of payment by Landlord. In no event
shall Landlord be responsible or liable for the failure to supply Tenant or for
the failure of Tenant to receive, any utility service, except in the event that
Landlord shall be negligent in connection with any such failure, nor shall
Tenant be entitled to any cessation, abatement, reduction or other offset of
Rent in the event of any failure to receive any utility service.


                                       13
<PAGE>

ARTICLE 17 MECHANICS' LIENS

      17.1 Removal of Liens. Tenant will pay or cause to be paid all costs and
charges for work (a) done by Tenant or caused to be done by Tenant, in or to the
Premises, and (b) for all materials furnished for or in connection with such
work. Tenant will indemnify Landlord against and hold Landlord, the Premises,
and the Building free, clear, and harmless of and from all mechanics' liens and
claims of liens, and all other liabilities, liens, claims, and demands on
account of such work by or on behalf of Tenant. If any such lien, at any time,
is filed against the Premises or any part of the Building, Tenant will cause
such lien to be discharged of record within 10 days after the filing of such
lien, except that if Tenant desires to contest such lien, it will furnish
Landlord, within such 10-day period, security reasonably satisfactory to
Landlord of at least 150% of the amount of the claim, plus estimated costs and
interest, or comply with such statutory procedures as may be available to
release the lien. If a final judgment establishing the validity or existence of
a lien for any amount is entered, Tenant will pay and satisfy the same at once.
If Tenant fails to pay any charge for which a mechanics' lien has been filed,
and has not given Landlord security as described above, or has not complied with
such statutory procedures as may be available to release the lien, Landlord may,
at its option, pay such charge and related costs and interest, and the amount so
paid, together with reasonable attorneys' fees incurred in connection with such
lien, will be immediately due from Tenant to Landlord as Additional Rent.
Nothing contained in this Lease will be deemed the consent or agreement of
Landlord to subject Landlord's interest in the Building to liability under any
mechanics' or other lien law. If Tenant receives written notice that a lien has
been or is about to be filed against the Premises or the Building, or that any
action affecting title to the Building has been commenced on account of work
done by or for or materials furnished to or for Tenant, it will immediately give
Landlord written notice of such notice. At least 15 days prior to the
commencement of any work (including but not limited to any maintenance, repairs,
alterations, additions, improvements, or installations) in or to the Premises,
by or for Tenant, Tenant will give Landlord written notice of the proposed work
and the names and addresses of the persons supplying labor and materials for the
proposed work. Landlord will have the right to post notices of nonresponsibility
or similar written notices on the Premises in order to protect the Premises
against any such liens. The terms and conditions of this Section 17.1 shall not
apply to any liens arising or resulting from the initial build-out of the
Premises by Landlord for Tenant.

ARTICLE 18 END OF TERM

      18.1 End of Term. At the end of this Lease, Tenant will promptly quit and
surrender the Premises broom-clean, in good order and repair, ordinary wear and
tear excepted. If Tenant is not then in default, Tenant may remove from the
Premises any trade fixtures, equipment, and movable furniture placed in the
Premises by Tenant, whether or not such trade fixtures or equipment are fastened
to the Building. Tenant will not remove any trade fixtures or equipment without
Landlord's prior written consent if such fixtures or equipment are used in the
operation of the Building, or if the removal of such fixtures or equipment will
result in impairing the structural strength of the Building. Whether or not
Tenant is in default, Tenant will remove such alterations, additions,
improvements, trade fixtures, equipment, and furniture as Landlord has requested
in accordance with Article 15. Tenant will fully repair any damage occasioned by
the removal of any trade fixtures, equipment, furniture, alterations, additions,
and improvements. All trade fixtures, equipment, furniture, inventory, effects,
alterations, additions, and improvements on the Premises after the end of the


                                       14
<PAGE>

Term will be deemed conclusively to have been abandoned and may be appropriated,
sold, stored, destroyed, or otherwise disposed of by Landlord without written
notice to Tenant or any other person and without obligation to account for them.
Tenant will pay Landlord for all expenses incurred in connection with the
removal of such property, including but not limited to the cost of repairing any
damage to the Building or Premises caused by the removal of such property.
Tenant's obligation to observe and perform this covenant will survive the
expiration or other termination of this Lease.

ARTICLE 19 EMINENT DOMAIN

      19.1 Condemnation of Premises. If all of the Premises are taken by
exercise of the power of eminent domain (or conveyed by Landlord in lieu of such
exercise) this Lease will terminate on a date (the "Termination Date") which is
the earlier of the date upon which the condemning authority takes possession of
the Premises or the date on which title to the Premises is vested in the
condemning authority. If more than 25% of the rentable area of the Premises is
so taken, Tenant will have the right to cancel this Lease by written notice to
Landlord given within 20 days after the Termination Date. If less than 25% of
the rentable area of the Premises is so taken, or if the Tenant does not cancel
this Lease according to the preceding sentence, the Base Rent will be abated in
the proportion of the rentable area of the Premises so taken to the rentable
area of the Premises immediately before such taking, and Tenant's Pro Rata Share
will be appropriately recalculated. If 25% or more of the Building is so taken,
Landlord may cancel this Lease by written notice to Tenant given within 30 days
after the Termination Date. In the event of any such taking, the entire award
will be paid to Landlord and Tenant will have no right or claim to any part of
such award; however, Tenant will have the right to assert a claim against the
condemning authority in a separate action, so long as Landlord's award is not
otherwise reduced.

ARTICLE 20 DAMAGE AND DESTRUCTION

      20.1 Notice of Casualty. If the Premises or the Building are damaged by
fire or other insured casualty, Landlord will give Tenant written notice of the
time which will be needed to repair such damage, as determined by Landlord in
its reasonable discretion, and the election (if any) which Landlord has made
according to this Article 20. Such notice will be given before the 30th day (the
"Notice Date") after the fire or other insured casualty.

      20.2 Minor Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent which may be repaired within 120 days after
the Notice Date, as reasonably determined by Landlord, Landlord will promptly
begin to repair the damage after the Notice Date and will diligently pursue the
completion of such repair. In that event this Lease will continue in full force
and effect except that Base Rent will be abated on a pro rata basis from the
date of the damage until the date of the completion of such repairs (the "Repair
Period") based on the proportion of the rentable area of the Premises Tenant is
unable to use during the Repair Period.

      20.3 Major Damage. If the Premises or the Building are damaged by fire or
other insured casualty to an extent that may not be repaired within 180 days
after the Notice Date, as reasonably determined by Landlord, then (a) Landlord
may cancel this Lease as of the date of such damage by written notice given to
Tenant on or before the Notice Date, such written notice to include a detailed
explanation of the reasons the Premises or the Building cannot be repaired
within 180 days, or (b) Tenant may cancel this Lease as of the date of such
damage by written notice given to Landlord within 10 days after Landlord's


                                       15
<PAGE>

delivery of a written notice that the repairs cannot be made within such 180-day
period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord
will diligently proceed to repair the Building and Premises and Base Rent will
be abated on a pro rata basis during the Repair Period based on the proportion
of the rentable area of the Premises Tenant is unable to use during the Repair
Period.

      21.4 Tenant Caused Casualty. If any such damage by fire or other casualty
is the result of the willful conduct or negligence or failure to act of Tenant,
its agents, contractors, employees, or invitees, there will be no abatement of
Base Rent as otherwise provided for in this Article 20. Tenant will have no
rights to terminate this Lease on account of any damage to the Premises, or the
Building, except as set forth in this Lease.

ARTICLE 21 SUBORDINATION

      21.1 General. This Lease and Tenant's rights under this Lease are subject
and subordinate to any mortgage, together with any renewals, extensions,
modifications, consolidations, and replacements of such mortgage (a "Superior
Lien"), now or after the date affecting or placed, charged, or enforced against
the Land, the Building, or all or any portion of the Building or any interest of
Landlord in them or Landlord's interest in this Lease and the leasehold estate
created by this Lease (except to the extent any such instrument expressly
provides that this Lease is superior to such instrument). This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Notwithstanding the foregoing, Tenant will execute,
acknowledge, and deliver to Landlord, within 20 days after written demand by
Landlord, such documents as may be reasonably requested by Landlord or the
holder of any Superior Lien to confirm or effect any such subordination.

      21.2 Attornment. Tenant agrees that in the event that any holder of a
Superior Lien succeeds to Landlord's interest in the Premises, Tenant will pay
to such holder all Rents subsequently payable under this Lease. Further, Tenant
agrees that in the event of the enforcement by the holder of a Superior Lien of
the remedies provided for by law or by such Superior Lien, Tenant will, upon
request of any person or party succeeding to the interest of Landlord as a
result of such enforcement, automatically become the tenant of and attorn to
such successor in interest without change in the terms or provisions of this
Lease. Such successor in interest will not be bound by:

      (c) Any payment of Rent for more than one month in advance;

      (d) Any amendment or modification of this Lease made without the written
consent of such successor in interest;

      (e) Any claim against Landlord arising prior to the date on which such
successor in interest succeeded to Landlord's interest; or

      (f) Any claim or offset of Rent against the Landlord .

Upon request by such successor in interest and without cost to Landlord or such
successor in interest, Tenant will, within 20 days after written demand,
execute, acknowledge, and deliver an instrument or instruments confirming the
attornment, so long as such instrument provides that such successor in interest
will not disturb Tenant in its use of the Premises in accordance with this Lease


                                       16
<PAGE>

and will otherwise abide by the terms of this Lease from and after the effective
date on which such successor in interest succeeds to Landlord's interest in this
Lease.

ARTICLE 22 ENTRY BY LANDLORD

      22.1 Landlord's Right of Entry.Landlord, its agents, employees, and
contractors may enter the Premises at any time in response to an emergency and
at reasonable hours upon prior notice to Tenant to:

      (g) Inspect the Premises;

      (h) Exhibit the Premises to prospective purchasers, lenders or tenants;

      (i) Determine whether Tenant is complying with all its obligations in this
Lease;

      (j) Supply services to be provided by Landlord to Tenant according to this
Lease;

      (k) Post written notices of nonresponsibility or similar notices; or

      (l) Make repairs required of Landlord under the terms of this Lease or
make repairs to any adjoining space or utility services or make repairs,
alterations, or improvements to any other portion of the Building; however, all
such work will be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible.

Landlord covenants and agrees to use commercially reasonably efforts to avoid
unreasonable interference with Tenant and its operations in exercising its right
of access pursuant to this Section 22.1. Provided Landlord uses such
commercially reasonable efforts, Tenant, by this Section 22.1, waives any claim
against Landlord, its agents, employees, or contractors for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, or any other loss occasioned by
any entry in accordance with this Section. Landlord will at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises.
Landlord will have the right to use any and all means it may deem proper to open
doors in and to the Premises in an emergency in order to obtain entry to the
Premises. Any entry to the Premises by Landlord in accordance with this Section
will not be construed or deemed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or constructive, of Tenant from
the Premises or any portion of the Premises, , nor will any such entry entitle
Tenant to damages or an abatement of Base Rent, Additional Rent, or other
charges that this Lease requires Tenant to pay..

ARTICLE 23 INDEMNIFICATION, WAIVER, AND RELEASE

      23.1 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Landlord, its employees, or agents, and
subject to the provisions of Section 7.3, Tenant will neither hold nor attempt
to hold Landlord, its employees, or agents liable for, and Tenant will indemnify
and hold harmless Landlord, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:


                                       17
<PAGE>

      (a) the use or occupancy or manner of use or occupancy of the Premises by
Tenant or any person claiming under Tenant;

      (b) any activity, work, or thing done or permitted by Tenant in or about
the Premises or the Building;

      (c) any breach by Tenant or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Tenant,
its employees, agents, contractors, or invitees entering upon the Premises under
the express or implied invitation of Tenant.

            If any action or proceeding is brought against Landlord, its
employees, or agents by reason of any such claim for which Tenant has
indemnified Landlord, Tenant, upon written notice from Landlord, will defend the
same at Tenant's expense, with counsel reasonably satisfactory to Landlord.

      23.2 Indemnification. Except for any injury or damage to persons or
property on the Premises that is proximately caused by or results proximately
from the negligence or deliberate act of Tenant, its employees, or agents, and
subject to the provisions of Section 7.3, Landlord will neither hold nor attempt
to hold Tenant, its employees, or agents liable for, and Landlord will indemnify
and hold harmless Tenant, its employees, and agents from and against, any and
all losses, demands, claims, causes of action, fines, penalties, damages
(including consequential damages), liabilities, judgments, and expenses
(including without limitation attorneys' fees and disbursements) incurred in
connection with or arising from:

      (a) the ownership and use of the Building by Landlord or any person
claiming under Landlord;

      (b) any activity, work, or thing done or permitted by Landlord in or about
the Premises or the Building;

      (c) any breach by Landlord or its employees, agents, contractors, or
invitees of this Lease; and

      (d) any injury or damage to the person, property, or business of Landlord,
its employees, agents, contractors, or invitees entering upon the Premises.

      If any action or proceeding is brought against Tenant, its employees, or
agents by reason of any such claim for which Landlord has indemnified Tenant,
Landlord, upon written notice from Tenant, will defend the same at Landlord's
expense, with counsel reasonably satisfactory to Tenant.

ARTICLE 24 SECURITY DEPOSIT

      24.1 There is no security deposit being paid to the Landlord under this
Lease.

ARTICLE 25 QUIET ENJOYMENT


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<PAGE>

      25.1 Covenant of Quiet Enjoyment. Landlord covenants and agrees with
Tenant that so long as Tenant pays the Rent and observes and performs all the
terms, covenants, and conditions of this Lease on Tenant's part to be observed
and performed, Tenant may peaceably and quietly enjoy the Premises subject,
nevertheless, to the terms and conditions of this Lease, and Tenant's possession
will not be disturbed by anyone claiming by, through, or under Landlord.

ARTICLE 26 EFFECT OF SALE

      26.1 Sale of the Building. A sale, conveyance, or assignment of the
Building will operate to release Landlord from liability from and after the
effective date of such sale, conveyance, or assignment upon all of the
covenants, terms, and conditions of this Lease, express or implied, except those
liabilities that arose prior to such effective date, and, after the effective
date of such sale, conveyance, or assignment, Tenant will look solely to
Landlord's successor in interest in and to this Lease. This Lease will not be
affected by any such sale, conveyance, or assignment, and Tenant will attorn to
Landlord's successor in interest to this Lease, so long as such successor in
interest assumes Landlord's obligations under the Lease from and after such
effective date.

ARTICLE 27 DEFAULT

      27.1 Events of Default. The following events are referred to,
collectively, as "Events of Default" or, individually, as an "Event of Default":

      (a) Tenant defaults in the due and punctual payment of Rent, and such
default continues for 10 business days after written notice from Landlord;

      (b) Tenant vacates or abandons the Premises;

      (c) This Lease or the Premises or any part of the Premises are taken upon
execution or by other process of law directed against Tenant, or are taken upon
or subject to any attachment by any creditor of Tenant or claimant against
Tenant, and said attachment is not discharged or disposed of within 30 business
days after its levy;

      (d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise, or is dissolved or makes an assignment for
the benefit of creditors;

      (e) Involuntary proceedings under any such bankruptcy law or insolvency
act or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the property of
Tenant, and such proceeding is not dismissed or such receivership or trusteeship
vacated within 60 days after such institution or appointment;

      (f) Tenant breaches any of the other agreements, terms, covenants, or
conditions that this Lease requires Tenant to perform, and such breach continues
for a period of 30 days after written notice from Landlord to Tenant or, if such
breach cannot be cured reasonably within such 30-day period, if Tenant fails to
diligently commence to cure such breach within 30 days after written notice from
Landlord and to complete such cure within a reasonable time thereafter.


                                       19
<PAGE>

      27.2 Landlord's Remedies. If any one or more Events of Default set forth
in Section 27.1 occurs then Landlord has the right, at its election:

      (a) To give Tenant ten (10) days' written notice of the expiration of the
Term and upon the giving of such notice and the expiration of such ten (10) day
period, Tenant's right to possession of the Premises will cease and this Lease
will be terminated, except as to Tenant's liability, as if the expiration of the
term fixed in such notice were the end of the Term;

      (b) Without further demand or notice, to reenter and take possession
through summary eviction proceedings of the Premises or any part of the
Premises, repossess the same, expel Tenant and those claiming through or under
Tenant, and remove the effects of both or either, , without being liable for
prosecution, without being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of Rent or other amounts payable under
this Lease or as a result of any preceding breach of covenants or conditions; or

      (c) Without further demand or notice, to cure any Event of Default and to
charge Tenant for the cost of effecting such cure, including without limitation
reasonable attorneys' fees and interest on the amount so advanced at the rate
set forth in Section 29.21, provided that Landlord will have no obligation to
cure any such Event of Default of Tenant.

      Should Landlord take possession pursuant to legal proceedings or pursuant
to any notice provided by law, this Lease will terminate on the date of the
judgment of eviction or such notice. Thereafter, Landlord shall use commercially
reasonable efforts to relet the Premises and to mitigate any damages which may
be due from the Tenant under this Lease.

ARTICLE 28 PARKING

      28.1 Use of Parking Areas. Tenant (including its employees, agents,
clients, customers and other invitees) will be entitled to unlimited,
non-exclusive use of the Parking Areas during the Term subject to the rules and
regulations set forth in Exhibit B, and any amendments or additions to them.
There will be no restrictions on parking and no designated spaces (either at 9
or 11 Raymond Avenue). The Landlord agrees that there will be no construction or
development which diminishes the current parking area or the number of parking
spaces.

ARTICLE 29 SIGNAGE

      The Tenant shall have the only sign on the pedestal in front of 11 Raymond
Avenue. There will be no other pedestal signs in front of 11 Raymond Avenue.
There will be no other signs, other than the existing sign for the bank tenant
sign, on 11 Raymond Avenue facing Raymond Avenue or facing Main Street.

ARTICLE 30 RESTRICTION ON LANDLORD'S RENTING

      The Landlord may not rent any space in 9 or 11 Raymond Avenue to, or
permit any space to be occupied by: a broker dealer; a financial planner; an
NASD registered representative; an investment advisor; an insurance agency; for
the sale of securities, insurance or annuities; or by an accountant, bookkeeper
or income tax preparer.

ARTICLE 31 RENEWAL OPTIONS


                                       20
<PAGE>

      Tenant shall have the option to renew this Lease for two (2) additional
terms of three (3) years, by sending written notice to the Landlord on or before
three (3) months prior to the expiration of the current Term. All of the terms
and conditions of this Lease shall apply during the renewal term. The Base Rent
during the first year of the renewal term shall be the Base Rent during the last
month of the current Term plus 3%, and the Base Rent shall increase by 3% on
July 1st of each year during the renewal term.

ARTICLE 32 MISCELLANEOUS

      32.1 No Construction Against Drafting Party. Landlord and Tenant
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against Landlord
merely because Landlord has prepared it.

      32.2 No Recordation. Tenant's recordation of this Lease or any memorandum
or short form of it will be void and a default under this Lease.

      32.3 No Waiver. The waiver by either party of any agreement, condition, or
provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition, or provision
contained in this Lease, nor will any custom or practice that may grow up
between the parties in the administration of the terms of this Lease be
construed to waive or to lessen the right of any party to insist upon the
performance by the other in strict accordance with the terms of this Lease. The
subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement, condition, or provision of this
Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent.

      32.4 Limitation on Recourse. The term "Landlord" as used in this Lease
means only the owner, the holder of a lease or the mortgagee in possession for
the time being of the Premises, so that in the event of any sale of the Building
or an assignment of this Lease or an underlying lease, Landlord herein shall be
and hereby is entirely freed and relieved of all obligations of Landlord
hereunder thereafter accruing or arising without the necessity of further
agreement between the parties and by operation of such sale or assignment such
purchaser, assignee or lessee agrees that the purchaser, assignee or lessee has
assumed and agreed to observe and perform all obligations of Landlord hereunder.
No such sale or assignment shall be deemed to relieve Landlord for any
obligation arising or accruing under this Lease prior to the effective date of
such sale or assignment. Notwithstanding anything herein contained to the
contrary, it is specifically understood and agreed that there shall be no
personal liability on the part of the Landlord (or its shareholders, venturers
and partners, their shareholders, venturers and partners, and all of their
officers, directors and employees), with respect to any of the terms,
provisions, covenants and conditions of this Lease, and that Tenant shall look
solely to the estate, property and equity of Landlord or such successor in
interest in the Building and subject to the prior rights of any mortgagee or
ground lessee, for the satisfaction of each and every remedy of Tenant in the
event of any breach by Landlord or by such successor in interest of any of the
terms, provisions, covenants and conditions of this Lease to be performed by
Landlord, which exculpation of personal liability shall be absolute and without
exception.

      32.5 Estoppel Certificates. At any time and from time to time but within
10 days after prior written request by Landlord, Tenant will execute,
acknowledge, and deliver to Landlord, promptly upon request, a certificate


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<PAGE>

certifying if true (a) that this Lease is unmodified and in full force and
effect or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the date and nature of each modification;
(b) the date, if any, to which Rent and other sums payable under this Lease have
been paid; (c) that no written notice of any default has been delivered to
Landlord which default has not been cured, except as to defaults specified in
said certificate; (d) that there is no Event of Default under this Lease or an
event which, with notice or the passage of time, or both, would result in an
Event of Default under this Lease, except for defaults specified in said
certificate; and (e) such other matters as may be reasonably requested by
Landlord. Any such certificate may be relied upon by any prospective purchaser
or existing or prospective mortgagee of the Building. Tenant's failure to
deliver such a certificate within such time will be conclusive evidence of the
matters set forth in it.

      32.6 Waiver of Jury Trial. Landlord and Tenant by this Section 32.6 waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims (except
claims for personal injury or property damage), and any emergency statutory or
any other statutory remedy.

      32.7 Holding Over. Tenant will have no right to remain in possession of
all or any part of the Premises after the expiration of the Term. If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy
will not constitute a renewal or extension of this Lease for any further Term;
and (c) such tenancy may be terminated by Landlord upon the earlier of 30 days'
prior written notice or the earliest date permitted by law. In such event, Base
Rent will be increased to an amount equal to 125% of the Base Rent payable
during the last month of the Term, and any other sums due under this Lease will
be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy will be subject to every other term, condition, and
covenant contained in this Lease.

      32.8 Notices. Any notice, request, demand, consent, approval, or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered, sent by facsimile with
receipt acknowledged, deposited with any nationally recognized overnight carrier
that routinely issues receipts, or deposited in any depository regularly
maintained by the United States Postal Service, postage prepaid, certified mail,
return receipt requested, addressed to the party for whom it is intended at its
address set forth in Section 1.1. Either Landlord or Tenant may add additional
addresses or change its address for purposes of receipt of any such
communication by giving 10 days' prior written notice of such change to the
other party in the manner prescribed in this Section 30.12.

      32.9 Severability. If any provision of this Lease proves to be illegal,
invalid, or unenforceable, the remainder of this Lease will not be affected by
such finding, and in lieu of each provision of this Lease that is illegal,
invalid, or unenforceable a provision will be added as a part of this Lease as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable.

      32.10 Written Amendment Required. No amendment, alteration, modification
of, or addition to the Lease will be valid or binding unless expressed in
writing and signed by Landlord and Tenant. Tenant agrees to make any


                                       22
<PAGE>

modifications of the terms and provisions of this Lease required or requested by
any lending institution providing financing for the Building, provided that no
such modifications will materially adversely affect Tenant's rights and
obligations under this Lease.

      32.11 Entire Agreement. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant. No promises or
representations, except as contained in this Lease, have been made to Tenant
respecting the condition or the manner of operating the Premises or the
Building.

      32.12 Captions. The captions of the various articles and sections of this
Lease are for convenience only and do not necessarily define, limit, describe,
or construe the contents of such articles or sections.

      32.13 Notice of Landlord's Default. In the event of any alleged default in
the obligation of Landlord under this Lease, Tenant will deliver to Landlord
written notice listing the reasons for Landlord's default and Landlord will have
30 days following receipt of such notice to cure such alleged default or, in the
event the alleged default cannot reasonably be cured within a 30 day period, to
commence action and proceed diligently to cure such alleged default. A copy of
such notice to Landlord will be sent to any holder of a mortgage or other
encumbrance on the Building of which Tenant has been notified in writing, and
any such holder will also have the same time periods to cure such alleged
default.

      32.14 Authority. Tenant and the party executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of directors or partners, as the case may be, and agree upon
request to deliver to Landlord a resolution or similar document to that effect.

      32.15 Governing Law. This Lease will be governed by and construed pursuant
to the laws of New York, without regard to principles of conflict of laws.

      32.16 Landlord's Consent. With respect to any provision hereof which
provides for the consent or approval of Landlord, said consent or approval shall
be in writing and shall not be unreasonably withheld. Tenant in no event shall
be entitled to make any claim, and Tenant hereby waives any claim for money
damages, whether by way of set off, counterclaim, defense or otherwise, based
upon any claim or assertion by Tenant that Landlord has unreasonably withheld or
delayed any consent or approval. Tenant's sole remedies shall be an action or
proceeding to enforce any such provision, or for an injunction or declaratory
judgment. To the extent that Tenant is the prevailing party in any such action
or proceeding, Tenant shall be entitled to recover its reasonable attorneys'
fees and costs. All expenses reasonably and verifiably incurred by Landlord in
reviewing and acting upon any request for consent hereunder, including but not
limited to, attorneys' and architects' fees, shall be reimbursed by Tenant to
Landlord, shall be deemed to constitute Additional Rent and shall be paid over
to Landlord on the first day of the month following demand therefor.

      32.17 Binding Effect. The covenants, conditions, and agreements contained
in this Lease will bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors,
and, except as otherwise provided in this Lease, their assigns.


                                       23
<PAGE>

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.

                                          LANDLORD:

                                          ANGELO BALBO MANAGEMENT, LLC


                                          By: /s/ Angelo Balbo
                                              ----------------------------------
                                                   Angelo Balbo, President


                                          TENANT:

                                          GILMAN + CIOCIA, INC.


                                          By: /s/ Michael Ryan
                                              ----------------------------------
                                                   Michael Ryan, President


                                       24
<PAGE>

                                    EXHIBIT A

                    Legal Description of the Land is Annexed

                             TITLE NO. RCA-813-37184

                                   SCHEDULE A

PARCEL I

      ALL that certain plot, piece, or parcel of land situate, lying and being
in the Town of Poughkeepsie, County of Dutchess and State of New York, being
bounded and described as follows:

      BEGINNING at a spike set near the center line of an asphalt concrete drive
adjacent to the edge of the concrete sidewalk, said point being the southeast
corner of Parcel No. 3 and the northeast corner of the herein described parcel;
thence running along the westerly side of Raymond Avenue and more or less along
the westerly edge of the concrete sidewalk the following courses and distances:
South 11 degrees 10' 30" West 16.54 feet; South 16 degrees 32' 30" West 72.83
feet; South 16 degrees 03' 30" West 5.99 feet; South 14 degrees 45' 40" West
33.50 feet and South 14 degrees 24' 30" West 17.05 feet to a nail set in a rock
at the westerly edge of the concrete sidewalk said point being the northeast
corner of lands of Crimswal Realty Company and the southeast corner of the
herein described parcel; thence along the northerly boundary line of Crimswal
Company, North 83 degrees 32' 30" West said boundary line being parallel to and
48 feet distant northerly from the north face of the large brick and block
building standing on the northwest corner of Raymond Avenue and the Poughkeepsie
East Arterial formerly Haight Avenue at this location, a distance of 308.81 feet
to an iron pin found set at the northwest corner of lands of Crimswal Realty
Company and the southwest corner of the herein described parcel; thence running
along the rear line or easterly line of several owners of lots facing Lewis
Avenue and running on the easterly side thereof, North 10 degrees 46' 50" East a
distance of 176.82 feet to an iron pin set at the southwest corner of Parcel No.
2 and the northwest corner of the herein described parcel; thence along the
southerly boundary of Parcel No. 2 South 79 degrees 53' 30" East a distance of
41.65 feet to a spike set in an asphalt concrete blocking lot at the southeast
corner of Parcel No. 2 and the southwest corner of Parcel No. 3; thence along
the southerly boundary line of Parcel No. 3 the following courses and distances:
South 75 degrees 42' 40" East 121.40 feet and South 78 degrees 46' 40" East
156.50 feet to the point and place of BEGINNING.

                SCHEDULE A OF THIS REPORT CONSISTS OF THREE PAGES


                                       25
<PAGE>

                                    EXHIBIT B

                              Rules and Regulations

            1. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons occupying,
using, or entering the Building, or any equipment, finishings, or contents of
the Building, and Tenant will comply with Landlord's reasonable requirements
relative to such systems and procedures. Landlord shall discuss such systems and
procedures with Tenant prior to implementation.

            2. The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenants or used by any
of them for any purpose other than for ingress to and egress from their
respective premises. The halls, passages, exits, entrances, elevators,
escalators, and stairways are not for the general public, and Landlord will in
all cases retain the right to control and prevent access to such halls,
passages, exits, entrances, elevators, and stairways of all persons whose
presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation, and interests of the Building and its tenants, provided
that nothing contained in these rules and regulations will be construed to
prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No tenant and no employee or invitee of any tenant will go upon the
roof of the Building. No tenant will be permitted to place or install any object
(including without limitation radio and television antennas, loudspeakers, sound
amplifiers, microwave dishes, solar devices, or similar devices) on the exterior
of the Building or on the roof of the Building.

            3. No sign, placard, picture, name, advertisement, or written notice
visible from the exterior of the Premises will be inscribed, painted, affixed,
or otherwise displayed by Tenant on any part of the Building or the Premises
without the prior written consent of Landlord. All approved signs or lettering
on doors will be printed, painted, affixed, or inscribed at the expense of the
Tenant by a person approved by Landlord. Other than draperies expressly
permitted by Landlord and Building standard mini-blinds, material visible from
outside the Building will not be permitted. In the event of the violation of
this rule by Tenant, Landlord may remove the violating items without any
liability, and may charge the expense incurred by such removal to the Tenant.

            4. No cooking will be done or permitted by any tenant on the
Premises, except in areas of the Premises which are specially constructed for
cooking and except that use by the Tenant of microwave ovens and Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate, and
similar beverages will be permitted, provided that such use is in accordance
with all applicable federal, state, and city laws, codes, ordinances, rules, and
regulations.

            5. No smoking shall be done or permitted by any tenant or by any
agent, employee, guest or invitee of any tenant in the Common Areas.


                                       26
<PAGE>

            6. The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

            7. No tenant will in any way deface any part of the Premises or the
Building. In those portions of the Premises where carpet has been provided
directly or indirectly by Landlord, Tenant will at its own expense install and
maintain pads to protect the carpet under all furniture having casters other
than carpet casters.

            8. Tenant will not alter, change, replace, or rekey any lock or
install a new lock or a knocker on any door of the Premises. Landlord, its
agent, or employees will retain a pass (master) key to all door locks on the
Premises. Any new door locks required by Tenant or any change in keying of
existing locks will be installed or changed by Landlord following Tenant's
written request to Landlord and will be at Tenant's expense. All new locks and
rekeyed locks will remain operable by Landlord's pass (master) key. Landlord
will furnish each Tenant, free of charge, with two (2) keys to each door lock on
the Premises. Landlord will have the right to collect a reasonable charge for
additional keys requested by any Tenant. Tenant, upon termination of its
tenancy, will deliver to Landlord all keys for the Premises and Building that
have been furnished to such Tenant.

            9. No tenant will use or keep in the Premises or the Building any
kerosene, gasoline, or inflammable or combustible or explosive fluid or material
or chemical substance other than limited quantities of such materials or
substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required in such
tenant's normal operations in the Premises. Without Landlord's prior written
approval, no tenant will use any method of heating or air conditioning other
than that supplied by Landlord. No tenant will use or keep or permit to be used
or kept any foul or noxious gas or substance in the Premises.

            10. Landlord will have the right, exercisable upon written notice
and without liability to any tenant, to change the name and street address of
the Building.

            11. Landlord will have the right to prohibit any advertising by
Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability, and upon written
notice from Landlord, Tenant will refrain from or discontinue such advertising.

            12. Tenant will not bring any animals or birds into the Building,
and will not permit bicycles or other vehicles inside or on the sidewalks
outside the Building except in areas designated from time to time by Landlord
for such purposes.

            13. Tenant will store all its trash and garbage within the Premises
or in receptacles provided by Landlord. No material will be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage without being in violation of any law or ordinance governing
such disposal. Removal of any furniture or furnishings, large equipment, packing


                                       27
<PAGE>

crates and packing materials will be the responsibility of each tenant and such
items may not be disposed of in the Building trash receptacles. No furniture,
appliances, equipment, or flammable products of any type may be disposed of in
the Building trash receptacles.

            14. Canvassing, peddling, soliciting, and distributing handbills or
any other written materials in the Building are prohibited, and each tenant will
cooperate to prevent the same.

            15. The requirements of the tenants will be attended to only upon
application by written, personal, or telephone notice to Landlord at the
Landlord's Address. Employees of Landlord will not perform any work or do
anything outside of their regular duties unless under special instructions from
Landlord.

            16. A directory of the Building will be provided for the display of
the name and location of tenants only. All entries on the Building directory
display will conform to standards and style set by Landlord in its sole
discretion. . No Tenant will have any right to the use of any exterior sign.

            17. Tenant will see that the doors of the Premises are closed and
locked and that all water faucets, water apparatus, and utilities are shut off
before Tenant or Tenant's employees leave the Premises, so as to prevent waste
or damage, and for any default or carelessness in this regard Tenant will make
good all injuries sustained by other tenants or occupants of the Building or
Landlord.

            18. Tenant will not conduct itself in any manner that is
inconsistent with the character of the Building or that will impair the comfort
and convenience of other tenants in the Building.

            19. Neither Landlord nor any operator of the Parking Areas will be
liable for loss of or damage to any vehicle or any contents of such vehicle or
accessories to any such vehicle, or any property left in any of the Parking
Areas, resulting from fire, theft, vandalism, accident, conduct of other users
of the Parking Areas and other persons, or any other casualty or cause. Further,
Tenant understands and agrees that: (a) Landlord will not be obligated to
provide any traffic control, security protection or operator for the Parking
Areas ; (b) Tenant uses the Parking Areas at its own risk; and (c) Landlord will
not be liable for personal injury or death, or theft, loss of, or damage to
property. Except to the extent caused by Landlord's negligent act or omission,
Tenant waives and releases Landlord from any and all liability arising out of
the use of the Parking Areas by Tenant, its employees, agents, invitees, and
visitors, whether brought by any of such persons or any other person.

            20. Tenant (including Tenant's employees, agents, invitees, and
visitors) will use the Parking Areas solely for the purpose of parking passenger
model cars, small vans, and small trucks and will comply in all respects with
any rules and regulations that may be promulgated by Landlord from time to time
with respect to the Parking Areas. The Parking Areas may be used by Tenant, its
agents, or employees, for occasional overnight parking of vehicles, but shall
not under any circumstances be used by Tenant or its agents or employees for the
display or parking of vehicles advertised as being for sale. Tenant will ensure
that any vehicle parked in any of the Parking Areas will be kept in proper
repair and will not leak excessive amounts of oil or grease or any amount of


                                       28
<PAGE>

gasoline. If any of the Parking Areas are at any time used (a) for any purpose
other than parking as provided above; (b) in any way or manner reasonably
objectionable to Landlord; or (c) by Tenant after default by Tenant under the
Lease, Landlord, in addition to any other rights otherwise available to
Landlord, may consider such default an Event of Default under the Lease.

            21. Tenant's right to use the Parking Areas will be in common with
other tenants of the Building and with the tenants of 9 Raymond Avenue.

            22. Tenant has no right to assign or sublicense any of its rights in
the Parking Areas, except as part of a permitted assignment or sublease of the
Lease.

            23. No act or thing done or omitted to be done by Landlord or
Landlord's agent during the Term of the Lease in connection with the enforcement
of these rules and regulations will constitute an eviction by Landlord of any
Tenant nor will it be deemed an acceptance of surrender of the Premises by any
Tenant, and no agreement to accept such termination or surrender will be valid
unless in a writing signed by Landlord. The delivery of keys to any employee or
agent of Landlord will not operate as a termination of the Lease or a surrender
of the Premises unless such delivery of keys is done in connection with a
written instrument executed by Landlord approving the termination or surrender.

            24. In these rules and regulations, Tenant includes the employees,
agents, invitees, and licensees of Tenant and others permitted by Tenant to use
or occupy the Premises.

            25. These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.


                                       29