Carco Group, Inc. Lease                                            Page  1 of 21


                                ADDENDUM TO LEASE
                                     Between
                        GYRODYNE COMPANY OF AMERICA, INC.
                                   (Landlord)
                                       and
                                CARCO GROUP, INC.
                                    (Tenant)

SECTION I - UTILITIES AND SERVICE

1.    CUSTODIAL SERVICES -The Landlord will, at its expense, provide custodial
      services to the common rest rooms and the common corridors leading to the
      demised premises. Tenant shall not permit window cleaning or other
      exterior maintenance and/or janitorial services in and for the premises to
      be performed, except by such person(s) as shall be approved by Landlord
      and except during reasonable hours designated for such purposes by
      Landlord.

2.    PARKING - Void.

3.    ELECTRICITY - The electric power for the demised premises will be provided
      via the Landlord's "house" meter(s) and the Tenant shall be billed, by the
      Landlord, on the basis of the kilowatt consumption and demand recorded by
      the meter(s) at the prevailing LIPA rate in effect at the time of the
      meter reading by the Landlord.

4.    LIGHT FIXTURES - The Landlord warrants that any overhead lighting fixtures
      including fluorescent tubes shall be in good working condition at the time
      the Tenant commences initial occupancy of the demised premises and for one
      month thereafter. Subsequently, the Tenant shall be responsible, at its
      expense, for the replacement of tubes and/or ballasts. Tenant shall, at
      the end of tenancy, return to the Landlord all lighting fixtures with
      lamps and ballasts in good operating condition. In the event Tenant
      vacates the premises and repairs/replacements are required, Landlord shall
      bill Tenant for any and all work performed on the lighting fixtures to
      restore them to their original condition less normal wear and tear.

5.    AIR CONDITIONING MAINTENANCE - There are two existing 10 ton roof air
      conditioning systems that serve the demised premises. The Tenant shall
      have the option to utilize this system provided the Landlord is notified
      by the Tenant, not later than April 1st of each year, that said systems
      will be used. The Landlord shall maintain service, repair, and replace
      parts as needed to keep this system in good operating condition. For this
      service, there will be an annual charge of $1,000.00*2=$2,000.00 payable
      to the Landlord by April 1st of each year during the term period of this
      lease.


Carco Group, Inc. Lease                                             Page 1 of 21
<PAGE>
Carco Group, Inc. Lease                                             Page 5 of 21


      Number of Main Gate Keys:   ( )
                               --
SECTION II - REPAIRS, ACCESS, FORCED ENTRY, AND RIGHT OF RECOVERY

1.    STRUCTURAL REPAIRS - Notwithstanding terms and condition contained in the
      second Covenant of the preprinted portion of the Lease, the Landlord will
      be responsible for all structural repairs to the demises area, and for the
      maintenance of the exterior of the building in which the demised premises
      are located which repairs were not necessitated or otherwise caused by any
      act of the Tenant, its servants, agents and/or employees, invitees,
      subtenants and/or licensees.

2.    MAINTENANCE OF EQUIPMENT AND FIXTURES - It is mutually agreed and
      understood that with respect to all equipment and fixtures as exists in
      the demised premises, the Tenant is responsible for maintaining same in
      safe working condition. Said equipment and fixtures are deemed to include,
      but not be limited to, light fixtures, fire alarms, personnel and overhead
      doors, and fire extinguishers. Tenant agrees to hold harmless, defend, and
      indemnify Landlord from any and all claims arising from direct, indirect,
      or consequential injury or damage to any party, either personal or
      property, which injury or damage may have been a result of Tenant's
      failure to adequately maintain said equipment and/or fixtures.

3.    ACCESS FOR INGRESS AND EGRESS - The sidewalks, stoops, areas, entry,
      vestibules, passages, corridors, halls, elevators and stairways of the
      demised premises and common areas shall not be encumbered or obstructed by
      Tenant, its agents, clerks, servants or customers or be used by them for
      any other purpose than for ingress and egress to and from the demised
      premises. The demised premises may not be cluttered by boxes, garbage or
      other material. If Landlord directs that any of the foregoing items be
      removed from the demised premises, Tenant shall promptly comply with such
      direction.

4.    REPAIRS AND EMERGENCY ACCESS - Tenant shall permit Landlord and/or its
      designee to erect, use, maintain and repair pipes, cables, conduits,
      plumbing, vents and wires, in, to and through the premises, as and to the
      extent that Landlord may now or hereinafter deem to be necessary or
      appropriate for the proper operation and maintenance of the building in
      which the premises are located or any other portion of Flowerfield. All
      such work shall be done, so far as practicable, in such manner as to avoid
      interference with Tenant's use of the premises. Notwithstanding anything
      else contained herein to the contrary, in the event of an emergency,
      Landlord may enter the premises of the Tenant immediately and Tenant shall
      cooperate with the Landlord in providing said immediate access.

5.    PRIVACY AND FORCED ENTRY - It is agreed and understood that if Tenant
      changes or adds additional locks to any entrance or egress from the
      demised premises, then Tenant shall provide Landlord with a key or a
      combination to be utilized for access purposes. All locks changed must be
      returned to the Landlord for reinstallation, at Tenant's expense, at the
      end of tenancy. In the event a situation arises which in the opinion of
      the Landlord or


Carco Group, Inc. Lease                                             Page 5 of 21
<PAGE>
Carco Group, Inc. Lease                                             Page 6 of 21


      Public Safety Officials (Police, Fire Dept., Code Enforcement, etc.)
      necessitates entrance to the premises during a period when Tenant is not
      available to provide access, and Tenant has not provided said key or
      combination, then any expenses resulting from damage to the premises
      required by a forced entry shall be borne solely by the Tenant. The
      addition of locks and/or security devices shall be deemed to be an
      alteration as defined under Section III of this Addendum, and therefore,
      subject to all the provisions governing alterations and reversion.

6.    No RENT ABATEMENT - No diminution or abatement of rent, or other
      compensation shall be claimed or allowed for inconvenience or discomfort
      arising from the making of repairs or improvements to the building or to
      its fixtures nor for any space taken to comply with any law, ordinance or
      other governmental authority. In respect to the various "services" if any,
      herein expressly or impliedly agreed to be furnished by Landlord to
      Tenant, it is agreed that there shall be no abatement of the rent or any
      other compensation for interruption or curtailment of such "service" when
      such interruption or curtailment shall be due to accident, alterations or
      repairs desirable or necessary to be made or to inability or difficulty in
      securing parts, supplies or labor for the maintenance of such "service" or
      to some other cause, not gross negligence on the part of Landlord. No such
      interruption or curtailment of any such "service" shall be deemed a
      constructive eviction. Landlord shall not be required to furnish and
      Tenant shall not be required to receive any such "services" during any
      period wherein the Tenant shall be in default in payment of rent. Neither
      shall there be diminution of rent because of making of repairs,
      improvements or decorations to the demised premises after the date of
      commencement of the lease term.

7.    MAINTENANCE BY LANDLORD DURING TENANCY AND TENANT'S RIGHT OF RECOVERY -
      Paragraph thirteen of the preprinted portion of the Lease is hereby
      amended to add the following: "Tenant shall have no right of recovery
      against Landlord in the event of loss or damage to the property and/or
      business of the Tenant resulting from fire, or other casualty or cessation
      and/or interruption of Tenant's business due to repairs and/or
      interruption of Tenant's business due to repairs and/or compliance with
      mandated items required on the part of the Landlord. Tenant hereby agrees
      to provide access to premises for Landlord to comply with its obligations
      as aforesaid, the time and duration of said access to be at the sole
      discretion of the Landlord who will proceed in as reasonable a manner as
      possible under the circumstances. It is hereby agreed that the Landlord's
      determination shall be conclusive and binding on all parties hereto."

8.    ACCESS AT END OF TENANCY - It is mutually agreed and understood that in
      order for Landlord to relet the premises to a new tenant on the first day
      of the month immediately following the vacation date stipulation in
      Section VI paragraph #1 of this addendum, Landlord shall require and be
      granted by Tenant, during normal working hours, unhindered access to the
      demised premises during the last week of tenancy for the express purpose
      of making repairs, which repairs shall include, but not be restricted to:
      dry wall patching, spackling, painting, floor cleaning, equipment
      servicing, pipe repairs, and HVAC maintenance.


Carco Group, Inc. Lease                                             Page 6 of 21
<PAGE>
Carco Group, Inc. Lease                                             Page 7 of 21


SECTION III - ALTERATIONS

1.    CONSENT BY LANDLORD AND PERMITS - It is hereby covenanted and agreed that
      the Tenant shall not make alterations to any building(s) and/or property
      Tenant has rented or has been given access to by the Landlord without the
      express written consent of the Landlord. In the event Tenant is authorized
      to make alterations, then Tenant shall be responsible for all permits and
      inspections as may be required by state and local building codes. If as a
      cause of Tenant's alterations and the governing ordinances shall require,
      Tenant shall secure as necessary, either a current Certificate of
      Occupancy or a Certificate of Conformance for the demised premises.

      (a)   CONTRACTOR'S INSURANCE - Prior to commencement of any work by or for
            Tenant, Tenant shall furnish Landlord certificates evidencing the
            existence of the following insurance:

            (1)   Worker's Compensation and New York State Disability Insurance
                  covering all persons employed for such work and with respect
                  to whom death or bodily injury claims could be asserted
                  against Landlord, Tenant or the demised premises.

            (2)   General liability insurance naming Landlord its designees, and
                  Tenant as insureds, with limits of not less than $1,000,000 in
                  the event of bodily injury to one person and not less than
                  $2,000,000 in the event of bodily injury to any number of
                  persons in any one occurrence, and with limits of not less
                  than $100,000 for property damage. Tenant, at its sole cost
                  and expense, shall cause all such insurance to be maintained
                  at all times when the work to be performed for or by Tenant is
                  in progress. All such insurance shall be in a company
                  authorized to do business in New York, and all policies, or
                  certificates therefore, issued by the insurer and bearing
                  notations evidencing the payment of premiums, shall be
                  delivered to Landlord.

                  Tenant agrees to compensate Landlord for the purpose of
                  reviewing plans and Tenant shall pay for all reasonable costs
                  incurred resulting from such review and inspections as
                  Landlord may require.

      (b)   ELECTRICAL SYSTEM - The Tenant shall not, under any circumstances,
            make changes to the existing electrical service servicing the
            premises, the internal wiring leading from the distribution
            box/boxes to overhead lights, wall outlets, buss ducts, etc.,
            without the prior written authorization of the Landlord. It is
            agreed that all electrical work shall be done by a licensed
            electrician and said work, at Landlord's sole discretion, may
            require Tenant to obtain New York Board of Fire Underwriter
            approval.

      (c)   CARPETING - If the Tenant elects to install carpeting to cover any
            floor section(s) of the premises, a water soluble glue must be used
            to prevent damage to the floor in


Carco Group, Inc. Lease                                             Page 7 of 21
<PAGE>
Carco Group, Inc. Lease                                             Page 8 of 21


            the event said carpeting is subsequently removed. Any such damage
            shall be considered the fault of the Tenant who will be responsible
            for any and all incurred expenses to restore the floor to its
            original condition. In the event Tenant occupies the demised
            premises with a carpet already "in-place" which the Tenant finds
            acceptable, then, if required at the end of tenancy, disposal of the
            in-place carpet shall be deemed to be Tenant's responsibility as set
            forth above for new installations.

      (d)   EXTERIOR ARCHITECTURE - Tenant shall not change (whether by
            alteration, replacement, rebuilding or otherwise) the exterior color
            and/or architectural treatment of the premises or of the building in
            which that same are located, or any part thereof.

      (e)   SIGNS - Notwithstanding terms and conditions contained in the third
            Covenant of the preprinted portion of the Lease, Tenant shall be
            permitted to affix to the building an identification sign provided
            the design, color, and composition (includes neon type signs) are
            approved by the Landlord in writing. Landlord shall provide Tenant
            with the appropriate dimensions for the sign predicated on the
            building exterior geometry and the size of the demised premises. In
            no event shall the sign be larger than eight square feet of total
            area. Tenant must submit a sketch or photo of the proposed sign for
            approval. Placement of the sign will be at the sole discretion of
            the Landlord. No other signs are permitted in, about, or on the
            Flowerfield Park grounds unless specifically approved in writing by
            the Landlord. Landlord reserves the right to remove any
            nonconforming sign(s) and Tenant agrees to indemnify Landlord
            against any claims for any damages arising either directly,
            indirectly, or consequentially from any acts of Landlord in regards
            to the removal of said nonconforming sign(s). Tenant waives any and
            all claims against Landlord for the removal of any nonconforming
            signs.

            Tenant shall be entitled to a name-location plate on the main
            directory sign at no cost to the Tenant. The plate shall be
            consistent with other plates on the sign in both overall size,
            color, and layout. In the event Landlord does not provide said
            plate, Tenant agrees that its only remedy shall be solely the cash
            value of the plate itself. Landlord's acceptance of any name for
            listing on the Flowerfield Park Directory will not be deemed, nor
            will it substitute for, Landlord's consent, as required by this
            Lease, if such covenants be applicable, to any sublease, assignment,
            or other occupancy of the demised premises.

      (f)   TRADE FIXTURES - It is mutually agreed and understood that Tenant
            has caused to be installed; assumed in place either by purchase,
            lease, rental, default, or other manner; or otherwise has the
            exclusive use of the herein defined trade fixtures listed below but
            not restricted to the following:

                                    SHELVING

            It is agreed that it shall be Tenant's sole financial responsibility
            to remove Tenant's trade fixtures as have been defined herein.
            Tenant shall be solely responsible for


Carco Group, Inc. Lease                                             Page 8 of 21
<PAGE>
Carco Group, Inc. Lease                                             Page 9 of 21


            reverting the demised premises to its original condition after
            vacation at the end of tenancy unless Landlord has directed, in
            writing, that certain improvements associated with the installation
            of the trade fixtures are considered attached to the freehold and,
            therefore, property of the Landlord.

      (g)   REMOVAL AND REVERSION - It is further agreed that Tenant shall not
            remove or cause to be removed any fixtures, wiring, electrical
            panels, plumbing, fans, equipment, water pipes, or any other
            installation that was "in place" in or about the demised premises at
            the onset of tenancy without the express written consent of the
            Landlord. Any and all improvements, changes, and/or additions to the
            demised premises shall be removed at Tenant's expense or left in
            place at the sole discretion of the Landlord. In no event may Tenant
            remove any electrical equipment that was in place in the demised
            premises prior to Tenant's tenancy.

            It is further agreed that if the herein defined lease shall be a
            successor to or in lieu of another lease between Landlord and Tenant
            for these demised premises and said prior lease would run
            continuously or concurrently if not terminated, it is understood
            that Landlord does not waive nor is Landlord diminished with respect
            to any claims for removal or reversion which may have been perfected
            by any prior lease, as stipulated herein, by virtue of this lease.

            At the end of the Tenancy, the demised premises and all improvements
            comprising a part thereof will be delivered to Landlord in broom
            clean condition, vacant and together with all keys to the demised
            premises.

2.          LANDLORD's Work LETTER (EXHIBIT "A") - Landlord will perform all
            work detailed in Landlord's Work Letter (Exhibit "A") dated March
            18, 1999 in consideration of Tenant's agreement to relocate from the
            premises currently leased by Tenant in Landlord's Building #1 to
            subject premises in Building #7.

SECTION IV - USE RESTRICTIONS

1.    ZONING - It is mutually agreed and understood that in the event the
      Tenant's use of the premises is held to be in violation of the Town or
      Local law or ordinances, the lease shall be considered and will be
      terminated by mutual consent and there shall be no further obligation on
      the part of either Landlord or Tenant.

      VARIANCE OR SPECIAL EXCEPTION - TENANT - In the event a variance or
      special exception is required by the zoning ordinances for the specific
      use provision or occupancy required by Tenant, any and all costs, such as
      filing and legal fees, related to the filing and/or securing of a variance
      or special exception shall be borne solely by the Tenant.

      VARIANCE OR SPECIAL EXCEPTION - LANDLORD - Landlord warrants to make
      available existing, on a best efforts basis, survey maps, building
      permits, Certificates of


Carco Group, Inc. Lease                                             Page 9 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 10 of 21


      Occupancy, and other documents required by Tenant in its filing. There
      shall be no warranty, either express or implied, that documents, if any,
      tendered by Landlord shall be complete, ample, or sufficient for the
      purposes required by the Tenant. Landlord, at its sole discretion, may
      elect not to permit tenancy if restrictive covenants are attached to the
      variance or special exception such that observance of the restrictive
      covenants would negatively impact Landlord or other tenants at
      Flowerfield.

2.    SUBLET - The Tenant shall not have the right to sublease any part of the
      demised premises.

3.    NON - NUISANCE - The Tenant agrees to conduct its work operations within
      the demised premises in such manner as to be considered nuisance-free to
      other Tenants, Landlord's neighbors, and the Landlord, and to perform good
      "housekeeping" practices in order to satisfactorily conform to the Town of
      Smithtown, County of Suffolk, and State of New York applicable laws and
      ordinances. As the demised premises will be subject to periodic,
      unannounced inspection by the Building, Environmental, and fire Inspectors
      having the authority to cite any found violations which might have a
      detrimental effect on the Tenant, the Landlord, or other tenants' business
      operation, Landlord's neighbors or fire insurance premium rates, the
      Landlord reserves the right to conduct its own inspections and request the
      Tenant to take any required corrective action. In the event the Tenant,
      upon receipt of a violation notice from Town, County, or State Officials;
      Fire Insurance Underwriter inspectors; or the Landlord, fails to correct
      the condition, then the Tenant shall be considered to have violated the
      terms and conditions of this lease thus causing its termination as a
      contractual agreement between the Tenant and the Landlord. Any fees or
      penalties assessed by any municipal authority shall be paid for by Tenant.

4.    PAINT SPRAYING - Tenant and Landlord mutually agree that Tenant will not
      perform any paint spraying in the demises premises unless the Tenant has a
      paint spray booth that meets Federal, State and Local safety and fire
      requirements and the express written consent of the Landlord. Further it
      is agreed that Tenant shall handle all flammable materials in a manner
      consistent with Local and State fire regulations, and will utilize the
      appropriate safety cans designed for specific flammable materials and a
      properly vented safety storage cabinet for the storage of flammable
      materials.

      ACTIVITY RESTRICTIONS - The Tenant further agrees that he will not engage
      in any of the following activities without the prior knowledge and written
      consent of the Landlord:

      (a)   No Fire Sale: Conduct or permit any fire, bankruptcy, auction, or
            "going out of business" sale (whether real or fictitious) in the
            premises, or utilize any unethical method of business operation.

      (b)   Not Use Building Apron: Use, or permit to be used, the sidewalk
            adjacent to, or any other space outside, the premises for display,
            sale or any other similar undertaking.


Carco Group, Inc. Lease                                            Page 10 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 11 of 21


      (c)   Not Misuse Plumbing Facilities: Use the plumbing facilities for
            disposal of any materials destructive to the physical plumbing or
            facilities, whether through the utilization of so-called "disposal"
            or similar units or otherwise. The plumbing facilities shall include
            all interior drains and exterior dry wells, collection basins,
            sumps, and road drains. Not dispose of any materials that are
            environmentally unacceptable to the local, state or federal
            governments. In the event the Tenant misuses any plumbing facility,
            the Landlord shall have the right to immediately have the affected
            facility properly cleaned and restored and charge the Tenant any and
            all associated costs.

      (d)   No Liens: Subject any fixtures, furnishings or equipment in or on
            the premises and affixed to the reality, to any mortgages, liens,
            conditional sales agreements or encumbrances.

      (e)   Not Damage the Premises: Perform any act or carry on any practice
            which may damage, mar or deface the premises or any other part of
            Flowerfield. Damage shall also be construed as resin, epoxy
            materials, lacquer, paints, glues, or any other material which may
            become affixed to Landlord's walls, floors, ceiling, and fixtures as
            a result of actions of Tenant and require special treatment for
            removal. Tenant shall be required, at its expense, to restore the
            demised premises to its original condition less normal wear and
            tear.

      (f)   Freight Handling Equipment: Use any forklift truck, tow, or any
            other machine for handling freight in the premises, unless the same
            equipment, if powered, be powered by electricity or propane.

      (g)   Not Exceed Floor Loads: Place a load on any floor in the interior
            delivery system, if any, or in the premises exceeding the floor load
            per square foot which such floor was designed to carry, or install,
            operate or maintain therein any heavy item of equipment, except in
            such manner as to achieve a proper distribution of the weight.

      (h)   Not Exceed Electrical Load: Install, operate, or maintain in the
            premises any electrical equipment which will overload the electrical
            system therein, or any part thereof, beyond its reasonable capacity
            for proper and safe operation as determined by Landlord in light of
            the overall system and requirements thereof in Flowerfield, or which
            does not bear Underwriter's approval.

      (i)   Not Tamper with LIPA or Landlord's "House" Electric Meters: Tenant
            is expressly prohibited from tampering with electric meters in any
            manner whatsoever which would alter the meter's measurement of
            electric use. Tenant will hold Landlord harmless from all civil
            claims, fines, and expenses and any criminal action resulting from
            tampering with electric meters.

      (j)   Not contaminate the Premises: Refrain from the dumping of waste oil
            or other contaminants, as defined by environmental and/or
            governmental agencies, onto,


Carco Group, Inc. Lease                                            Page 11 of 21
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Carco Group, Inc. Lease                                            Page 12 of 21


            about, or into the ground. The disposal of all such materials must,
            by mutual agreement, conform to the applicable environmental
            regulations. The Landlord shall not be responsible for the Tenant's
            violation of the regulations and any financial penalties resulting
            from such acts shall be borne solely by the Tenant.

            In the event Tenant shall be directed by a governmental agency or by
            Landlord to cease and desist from any activity which results or may
            result in contamination of Landlord's real property and Tenant
            should fail to immediately comply, Landlord shall immediately, under
            this provision, become Tenant's Attorney in Fact to exercise any and
            all rights and to execute any and all documents necessary to secure
            compliance. Tenant hereby approves of any reasonable action taken by
            Landlord pursuant to said Power of Attorney and waives any and all
            claims in relation thereto.

SECTION V - FINANCIAL OBLIGATIONS OF TENANT-
            ESCALATORS, PENALTIES, AND REMEDIES

1.    RENT SECURITY - At the time this lease is signed by both parties, the
      Tenant shall pay to the Landlord the sum of ONE THOUSAND SIX HUNDRED
      NINETY TWO DOLLARS ($1,692.00) as the first month's rent that is due and
      payable hereunder and the additional sum of ONE THOUSAND SIX HUNDRED
      NINETY TWO DOLLARS ($1,692.O0) "security" guaranteeing Tenant conformance
      to the terms and conditions of this lease.

      It is agreed that on each anniversary date of this lease, Tenant shall be
      required to deposit additional security in the amount of the difference
      between the monthly rental rate in effect on the current anniversary date
      and the monthly rate in effect on the prior year's anniversary date.

      It is mutually agreed that the security money deposited with the Landlord
      is considered as a guarantee that Tenant shall conform to all the
      covenants, addenda, terms and conditions of this lease. The security
      deposit or any part thereof may be applied by the Landlord with no prior
      notice to cure any default of Tenant under this lease and upon notice by
      Landlord of such application, the Tenant shall replenish the security
      deposit in full by promptly paying to the Landlord the amount so applied
      within ten days from receipt of said notice. It is further understood and
      agreed that the amount set forth in any notice as being the amount
      required by the Landlord to maintain the security deposit at the proper
      amount shall be deemed additional rent and failure to pay same shall be a
      default in the payment of additional rent resulting in the Landlord having
      the option to exercise all of its remedies pursuant to this agreement.

      Under no circumstances shall the security deposit be considered as an
      advance payment of the rent for the ending month(s) of this Lease. Said
      deposit will be retained by the Landlord until after the Tenant has
      vacated the premises at which time the Landlord shall inspect the premises
      to determine if any damage has been caused by Tenant. If none


Carco Group, Inc. Lease                                            Page 12 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 13 of 21


      exists, then the deposit will be returned to the Tenant, otherwise the
      deposit will be considered applicable to any necessary repairs to be made
      by Landlord.

      PENALTY FOR NONPAYMENT OF LAST MONTH'S RENT - Tenant agrees that in the
      event that the Tenant fails to pay the last month's rent due under this
      Lease, that Tenant will agree to pay a penalty equivalent to an additional
      month's rent plus the cost of any and all reasonable attorney's fees paid
      by Landlord in connection with eviction proceedings commenced due to
      Tenant's failure to pay the last month's rent.

2.    (a)   FIRE INSURANCE - Notwithstanding Covenant Twenty-third of the
            preprinted portion of this lease, it is understood and agreed that
            in the event the fire insurance premium on the demised building,
            where Tenant is renting a portion thereof, is raised by virtue of
            the business conducted by the Tenant in the premises, the Tenant
            will pay the Landlord the amount of said increase.

      (b)   LIABILITY INSURANCE - Public Liability and Other Insurance: Tenant
            covenants to provide on or before the commencement of the demised
            term and to keep in force during the demised term a comprehensive
            liability policy of insurance, including property damage, insuring
            Tenant and Gyrodyne Company of America, Inc. as Landlord as an
            additional named insured under the policy against any liability for
            injury to persons and/or property and death of any person(s)
            occurring in on or about the premises, or any appurtenances thereto.
            Such policy or policies to be written by one or more responsible
            insurance companies authorized by the State of New York to do
            business satisfactory to Landlord and the limits of liability
            thereunder shall not be less than the amount of Five Hundred
            Thousand ($500,000) dollars in respect to any one person injured
            killed, not less than the amount of One Million ($1,000,000) dollars
            in respect to any one accident, and not less than the amount of
            Fifty Thousand ($50,000) dollars in respect to property damages.

            All such insurance may be carried under the blanket policy covering
            the premises and any other Tenant's properties. Tenant agrees to
            deliver to Landlord, at least fifteen (15) days prior to the time
            such insurance is first required to be carried by Tenant, and
            thereafter at least fifteen (15) days prior to the expiration of any
            such policy, either a duplicate or a certificate and true copy of
            all policies procured by Tenant in compliance with its obligations
            hereunder, together with evidence of payment thereof and including
            an endorsement which states that such insurance may not be canceled,
            except upon ten (10) days written notice to Landlord and only
            designee(s) of Landlord, and complete waiver of all rights of
            subrogation against the Landlord, its servants, agents and/or
            employees.

3.    BROKER - The Tenant warrants and represents that no broker unless
      otherwise set forth in this agreement and if one is set forth herein no
      other broker is involved in the negotiation of this lease, nor in any of
      the transactions connected therewith and agrees to indemnify and safe
      harmless the Landlord from any claim for brokerage commissions due to acts
      of the Tenant.


Carco Group, Inc. Lease                                            Page 13 of 21
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Carco Group, Inc. Lease                                            Page 14 of 21


4.    LEASE TERM AND ADJUSTMENTS - The term period of this lease shall be from
      MAY 1, 1999 through AUGUST 31, 2002. The base annual rent for this lease
      term period shall be $20,304.00 payable in monthly installments of
      $1,692.00 each. Said rent being subject to adjustments as follows:

      (a)   REAL ESTATE TAXES - $2,797.00 ($1.24 x 2,256 sq. ft.) of the base
            annual rent is allocated to the Landlord's real estate tax on the
            "Flowerfield" property which includes Building #7 and the demised
            premises therein. It is agreed that if at any time the Town of
            Smithtown, N.Y. or the Town of Brookhaven, N.Y. levies a tax
            increase, whether in the form of a rate increase or assessment
            change on the property, regardless of the basis for change, which
            increase shall be effective during any portion of the lease term,
            then there will be an adjustment in the annual rent which will be
            computed on the basis of the percentage of tax change multiplied by
            the $2,797.00. The resultant, converted to a monthly charge if in
            excess of $.02/sq. ft., shall be added to the monthly rental rate in
            effect at that time; otherwise, a single billing will be made during
            either January or February, annually, as applicable.

      (b)   HEAT/FUEL OIL COST - The base annual rent includes the Landlord's
            cost for supplying heat to the demised premises. Said cost factor
            being set at the "peg" price of oil at $.85 per gallon (including
            NYS Sales Tax, NYS Use Tax, propane gas, associated electric costs,
            service and boiler insurance). Thus, if at any time after the
            commencement of this lease and the end of the lease term period, the
            cost per gallon of oil increases above the "peg" price, the rent
            will be adjusted at the rate of $.0l per year per square foot of
            space (2,256 sq. ft.) for each $.01 per gallon increase. This annual
            rent adjustment will be converted to a monthly charge and added to
            the rent in effect at that time.

      (c)   INSURANCE - The base annual rent includes the Landlord's cost for
            building, general liability, and related insurance. $1,038.00 ($.46
            x 2,256 sq. ft.) of the base annual rent is allocated to the
            Landlord's insurance requirements. The cost per square foot of $.46
            is predicated on a 164,413 sq. ft. rental base and a premium base of
            $75,900.68 for the current period. In the event in any lease year,
            the premium for Landlord's insurance requirements covering the
            leased premises increases over the premium amount in effect on the
            date of execution of this agreement, within ten (10) days from
            receipt of notification, the Tenant shall pay its proportionate
            share of said increase to the Landlord. Said obligation shall be
            deemed additional rent, and Tenant's proportionate share of said
            increase shall be computed on the basis of the percentage increase
            in insurance costs multiplied by the $1,038.00. Notification by
            Landlord shall be deemed conclusive if sent in writing, setting
            forth the computations resulting in a statement as to Tenant's
            proportionate liability. Notwithstanding anything else contained
            herein to the contrary, this obligation of the Tenant shall remain
            in full force and effect even if the Landlord elects to self-insure
            provided the Landlord presents a statement in writing showing what
            the premium amount would be and the increase if the Landlord had
            elected not to self-insure.


Carco Group, Inc. Lease                                            Page 14 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 15 of 21


      (d)   GARBAGE/TRASH REMOVAL COST - FOR ESCALATION PURPOSES ONLY: $677.00
            ($.30 x 2,256 sq. ft.) of the base annual rent is allocated to
            garbage/trash and recyclable material removal for the demised
            premises. Landlord has reserved in the rental base a flat $.101
            charge per square foot for the removal of pallets, oversized debris,
            dumpster area cleanup, land allocation expense and overhead charges.
            It is mutually agreed that the $.30/sq. ft. rate is a pro rata
            apportionment of cartage expenses for garbage and separable
            recyclables. Any change in the Town of Smithtown Town Code which
            may: establish a commercial cartage district, implement direct
            charge tipping fee(s) and/or administrative assessment(s) on
            Landlord, change the composition of required recyclable(s), or
            otherwise impact the total cartage expense allocable to the demised
            premises shall be passed-through to Tenant. Further, if at any time
            after the commencement of this lease and before the end of the lease
            term period, the cartage rates charged to the Landlord by the
            Landlord's carter increase, there will be an adjustment in the
            annual rent predicated on Tenant's allocable base. Tenant's base
            "peg" for all additional charges, regardless of source, shall be
            2,256/100,214 sq. ft. or 2.25% of the total current bill of
            $30,000.60. The total cartage bill for calculation purposes shall be
            deemed to include all Town of Smithtown and cartage company charges
            plus applicable federal, state and local taxes. Any resultant
            additional rental, converted to a monthly charge, shall be added to
            the monthly rental rate in effect at that time.

      (e)   SECURITY GUARDS - $620.00 ($.275 x 2,256 sq. ft.) of the base annual
            rent is allocated to security guard services for the demised
            premises. Landlord has determined that security services during the
            1998 calendar year, January 1st through December 31st, shall be
            assessed at the rate of $22.88 per month per 1,000 square feet of
            rented space based on a budgeted cost of $45,144.97 apportioned over
            164,413 sq. ft. rental base. This provision shall not be construed
            to limit Landlord's ability to continue to provide security guard
            services to Tenant. Landlord may, in its sole discretion, extend or
            curtail security guard services in any manner deemed necessary by
            Landlord. Landlord may adjust Tenant's annual rent to reflect such
            changes in security guard services.

      (f)   SERVICING COMMON AREAS AND OUTSIDE MAINTENANCE - Void.

      (g)   COST OF LIVING ADJUSTMENT - On each anniversary date of this lease,
            there will be a "Cost of Living (C.O.L.)" rent adjustment based upon
            the to-be-published Consumer Price Index for March 1999 and each
            succeeding March Consumer Price Index or a flat 3.5 percent increase
            whichever is greater.

            In this regard, $20,304.00 shall be the C.O.L. base subject to the
            first annual rent adjustment without regard to abatements or
            concessions, if any. In making such calculations, no effect shall be
            given to existing rent concessions or abatements (if any). The
            amount of said rent adjustment added to the C.O.L. base rent will
            establish


Carco Group, Inc. Lease                                            Page 15 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 16 of 21


            the new C.O.L. base rent subject to the following year's "Cost of
            Living" adjustment. The same formula will be used to determine
            subsequent "C.O.L." adjustments.

            "Price Index" shall mean the Consumer Price Index for All Urban
            Consumers, published by the Bureau of Labor Statistics (BLS), U.S.
            Department of Labor, New York, NY and Northeastern N.J.. region,
            1982-84 = 100, or any other renamed local index covering the New
            York, NY region.

            If the BLS changes the publication frequency of the Price Index so
            that a Price Index is not available to make a cost-of-living
            adjustment of annual rent as specified herein, the cost-of-living
            adjustment shall be based on the percentage difference between the
            Price Index for the closest preceding month for which a Price Index
            is available and the Price Index for the Base Month as defined in
            this Lease.

            In the event that the Consumer Price Index (CPI) ceases to use
            1982-84 = 100 as the basis calculation, or if in Landlord's sole
            judgment, a substantial change is made in the terms or number of
            items contained in the CPI, then the CPI shall be adjusted (the
            "Adjustment") to the figure that would have been arrived at (or as
            close to such figure as shall be practical) had the manner of
            computing the CPI in effect at the date of this lease not been
            altered. Further, if in Landlord's sole judgment, such adjustment is
            impossible or impractical, then the revised CPI shall be deemed to
            replace the original CPI for purposes of this covenant.

            If the BLS otherwise substantially revises, or ceases publication
            of, the Price Index, then a substitute index for determining
            cost-of-living adjustments, issued by the BLS or by a reliable
            governmental or other nonpartisan publication, shall be reasonably
            designated by Landlord.

5.    ACCOUNTING METHODS - It is understood and agreed that upon presentation to
      the Tenant of any computation with respect to rent, and/or additional
      rent, or utilities, or computations as to the amount of money to be paid
      by the Tenant concerning any obligation referred to in this lease to be
      performed by the Tenant, provided said computations are predicated upon
      reasonable accounting methods and procedures, then and in that event,
      computations of the Landlord shall be deemed conclusive and binding upon
      Tenant and the Tenant hereby waives the presentation of any and all
      invoices, checks or bills prior to making said payment and during any
      trial concerning the failure of the Tenant to make said payments.

6.    LATE PAYMENT PENALTIES - Rent and any other Tenant incurred charges
      appearing on the Landlord's monthly invoices are due and payable to the
      Landlord on the first day of each month. There will be a four (4) day
      grace period through the fifth (5th) day of the month for the payment of
      such due bills. However any such unpaid bills after said date will be
      assessed at the late charge rate of $3.00 per day or 2% per month,
      whichever is higher, computed from the first day of the month in which
      said bill is due, to the date of payment to the Landlord. This late charge
      shall be cumulative and be deemed an additive


Carco Group, Inc. Lease                                            Page 16 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 17 of 21


      to the rent for the month such due bill is issued. Late Charges run
      concurrently (for example: October and November rents are paid December
      1st, therefore, a total late penalty of $273.00 would be applicable -
      $183.00 for the 61 days outstanding on the October rent and $90.00 for the
      30 days outstanding on the November rent.)

      Tenant's postdated check will be considered subject to the above
      assessment if the check date exceeds the above stated payment deadline.

      In the event a Tenant check fails bank clearance for any reason, the
      Landlord shall charge the Tenant with a $20.00 penalty fee to cover bank
      and administrative costs. If the Tenant fails to correct this deficiency
      and has not paid the Landlord the monies due by the tenth day of the
      month, then the late charge as set forth above shall be applicable.

      The Landlord's failure to demand or collect said late charges shall in no
      way be deemed a waiver of any right thereto or any other rights or
      remedies that the Landlord may have under the terms of this lease, by
      summary proceedings or otherwise.

7.    ADDITIONAL RENT - Any and all payments and/or expenses required to be paid
      by the Tenant shall be deemed additional rent and rent if same are due the
      Landlord or in the event the Landlord expends said monies on behalf of the
      Tenant for which the Tenant has an obligation to reimburse the Landlord.

8.    CESSATION OF UTILITIES - Tenant hereby agrees that in the event the Tenant
      has failed to pay to the Landlord any utility charges that are billed to
      the Tenant by the Landlord and said charges remain unpaid and outstanding
      for a period of 60 days, in addition to the other remedies the Landlord
      may have, the Landlord shall have the right to terminate the providing of
      said utilities to the leased premises of the Tenant. Notwithstanding
      anything else contained herein to the contrary, in such event, the Tenant
      waives any and all claims against the Landlord for any damages whatsoever,
      consequential and/or punitive, that may be incurred by the Tenant as a
      result of the termination of said utilities.

9.    NOTICES AND SERVICE OF PROCESS - Any notice or demand which under the
      terms of this lease or under any statute must or may be given or made by
      the parties hereto or legal documents including, but not limited to, those
      documents commencing legal action and/or proceedings shall be in writing
      and shall be deemed properly served upon the Tenant if served personally
      or by mailing same through the U.S. mail to either the address of the
      Tenant as stated in the preprinted portion of the lease or the initialed
      Tenant Fact Sheet or to any of the personal guarantors of said lease. If
      and when said service is made, the Tenant hereby waives any jurisdictional
      defects and/or claims of improper service.

10.   DEFAULT - Tenant hereby agrees that in the event Tenant breaches the terms
      and conditions of this lease for two consecutive monthly periods or three
      times in any 12 month period, same shall be deemed a default thereby
      permitting the Landlord, at its option to terminate this Lease as per the
      terms and conditions of said Lease.


Carco Group, Inc. Lease                                            Page 17 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 18 of 21


11.   ALLOCATION OF PARTIAL PAYMENTS AND DISPUTES - In the event of a partial
      payment or a payment on account, hereinafter for the purpose of this
      provision these terms are used interchangeably, Tenant shall not have the
      right to allocate payment(s) against specific charge(s) on an invoice(s)
      submitted by Landlord. Further, Tenant waives the right to claim that
      Landlord shall be diminished legally with respect to accepting said
      partial payment in any arbitration or legal proceeding. Landlord and
      Tenant herewith reaffirm Landlord's undiminished rights, with respect to
      partial payment(s) by Tenant, to recovery by Landlord for amounts invoiced
      and unremitted by Tenant; recovery of any penalties, as provided elsewhere
      herein, that may be assessed Tenant for underpayment; and recovery of the
      premises, if such recovery shall be the subsequent result of a default
      declaration.

      In the event of a dispute between Landlord and Tenant for any invoiced
      amounts, other than those pertaining to base rent, Tenant shall be
      required to remit payment in full as per the terms of the invoice, and if
      no payment terms are stated, within thirty (30) days of invoice, with a
      written protest detailing all allegations, financial calculations, and
      documentation for those amounts in dispute. In the event the parties are
      unable to resolve the dispute within sixty days of the remittance, both
      parties agree to submit to binding arbitration with respect to the
      disputed amount(s). Failure to remit disputed amounts shall be construed
      by Landlord as non-payment and shall remain grounds for a default
      declaration by Landlord. Unless a written notice to Landlord of a dispute,
      conveyed and qualified under NOTICES AND SERVICE OF PROCESS herein, is
      made at the time of remittance, Tenant waives all rights to recourse.

12.   RENT ACCELERATION - Anything herein to the contrary notwithstanding, the
      premises herein mentioned are demised for the whole term with the whole
      amount of rent herein reserved, due and payable at the time of the making
      of this lease and the payment of rent in installments as herein provided
      is for the convenience of the Tenant only. If default by the Tenant in the
      making of any installment payment of rent occurs, then the whole of the
      rent reserved for the whole period shall then become due and payable to
      the Landlord without notice or demand.

13.   LANGUAGE PRECEDENCE - In the event of conflict between the preprinted
      portion of this Lease and the Addendum hereto, the terms and conditions
      set forth in the Addendum shall control.

14.   HEADINGS - Headings used throughout this Lease are inserted for reference
      purposes only, and are not to be considered or taken into account in
      construing the terms or provisions of any covenant or paragraph hereof nor
      to be deemed in any way to qualify, modify or explain the effect of any
      such provisions or terms.

15.   ATTORNEY'S FEES - All parties agree that $500.00 is reasonable as an
      attorney's fees if the matter is resolved after service of Notice of
      Petition and Petition and receipt of Tenant's response and prior to
      appearing in court. In the event any further papers not associated with
      the above resolution must be prepared and/or further expenditure of time


Carco Group, Inc. Lease                                            Page 18 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 19 of 21


      is required, then, and in that event, Landlord shall be entitled to
      additional reasonable legal fees over and above the sum of $500.00 at the
      agreed upon stipulated reasonable sum of $175.00 per hour.

16.   ADDRESS DESIGNATION - Landlord has the full right at any time to name and
      change the name of the building and property and to change the designated
      address of the building and property. The building and property may be
      named after any person, firm or otherwise, whether or not the name is, or
      resembles, the name of a tenant of the building and property.

17.   EARLY TERMINATION - Landlord herewith agrees, with the following
      qualification, to release Tenant from this lease, if and only if, during
      the term of this lease Tenant and Landlord enter into another lease for a
      different premises at Flowerfield. Tenant shall remain liable for all
      applicable covenants, such as, but not restricted to: reversion
      provisions, exit charges, abandonment, etc., as if this lease had run its
      full course.

18.   LEASE AMENDMENTS - If, in the event that the Landlord desires financing or
      refinancing for the premise of which the demised premise form a part,
      Tenant may not withhold, delay, or defer consent for any modifications to
      the lease as a condition for the financing or refinancing.

      Remedies - The Tenant is permitted fifteen (15) days after written notice
      from the Landlord to conform to the conditions which are requested by the
      lender. If Tenant fails or refuses to execute conditions requested by
      Landlord, Landlord reserves the right to terminate the lease or perform
      the execution of any document for and on behalf of Tenant as its
      attorney-in-fact. Landlord as attorney-in-fact may only execute
      instruments pertaining to conditions requested by lender.

SECTION VI - VACATION AND ABANDONMENT

1.    HOLDOVER - In the event this lease is not renewed and the Tenant has
      failed to vacate the premises prior to AUGUST 31, 2002 then the Tenant
      agrees to pay the Landlord triple the monthly rent then applicable for
      each month or portion thereof that Tenant retains possession of the
      premises or any portion thereof, after the expiration or termination of
      this lease and shall also pay all damages sustained by Landlord by reason
      of such retention of possession.

      In addition, Tenant will also pay those other items of additional rent
      which would have been payable monthly pursuant to this lease, had this
      lease not expired. The provisions of this section shall not constitute a
      waiver by the Landlord of any reentry rights of the Landlord pursuant to
      other provisions contained herein or as provided by law. At the sole
      option of the Landlord, expressed by written notice to the Tenant, but not
      otherwise, such holding over shall constitute a renewal of this lease for
      a period of one year on the terms


Carco Group, Inc. Lease                                            Page 19 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 20 of 21


      and conditions herein set forth at triple the then current monthly rent.
      In the event the Landlord does not exercise said option, then as
      previously set forth, the Tenant shall pay the Landlord triple the then
      monthly rent during the holdover period.

2.    GUARANTEES - It is mutually agreed and understood that if Tenant after the
      conclusion of the hereinbefore defined lease term becomes a month-to-month
      tenant, a tenant at will, or a holdover tenant, all personal, business,
      and corporate guarantees applicable to the hereinbefore defined lease term
      shall unequivocally also apply to the extended lease term.

3.    (a)   ABANDONED PROPERTY - It is hereby understood and agreed that in the
            event the Tenant leaves any property on the demised premises or any
            common areas in, on, or about Flowerfield, subsequent to the
            expiration of the within lease that said property is hereby deemed
            abandoned and the Landlord may dispose of said property at its
            option without any liability on the part of the Landlord. It is
            further understood and agreed that the Tenant waives any and all
            rights, title and interest to said property, releases and waives any
            and all claims thereto and further agrees that the Tenant will be
            responsible to the Landlord for any and all expenses incurred by the
            Landlord concerning said property.

      (b)   UNAUTHORIZED VEHICLES - Landlord retains the sole right to reassign
            parking and may, with one week's written notice, change the parking
            lot and/or parking area assignment of Tenant. Landlord shall not
            unilaterally, however, reduce the agreed upon spaces allotted Tenant
            above. It is understood and agreed that in the event any vehicles of
            any parties, their servants, agents and/or employees, invitees,
            licensees, subtenants, etc., are improperly parked on the grounds of
            the Landlord, the Landlord is hereby granted express permission to
            take any and all necessary steps to remove said vehicles including
            but not limited to the towing of said vehicles. For the purpose of
            this paragraph "improperly parked" shall mean any vehicle parked in
            a loading zone; parked in an area designated with a sign as a no
            parking zone; parked in other than a designated parking lot, parked
            overnight without the express permission of the Landlord, or parked
            overnight in other than a fenced-in reserved parking area. Any and
            all expenses relating to the removal of said vehicles and/or the
            safeguarding of said vehicles, if the Landlord elects to do so,
            shall be the responsibility of either the owner of the vehicles or
            the applicable tenant whose business led to said vehicles being on
            the grounds of the Landlord and said parties hereby agree to
            immediately reimburse the Landlord for said expenses together with
            interest at the 2% per month and same shall constitute additional
            rent to which the failure to pay shall result in the Landlord
            exercising, at its option, any of the remedies provided for herein.
            The Tenant specifically waives any claim for damages arising from
            the removal of vehicles owned and/or operated by the Tenant, its
            servants, agents and/or employees and releases the Landlord from any
            such claims. In the event claims are made by third parties as a
            result of the removal of said vehicles or any damage caused to said
            vehicles, the Tenant hereby agrees to hold harmless, indemnify and
            defend the Landlord concerning said claims.


Carco Group, Inc. Lease                                            Page 20 of 21
<PAGE>
Carco Group, Inc. Lease                                            Page 21 of 21


            In the event Tenant fails to comply with this provision, Tenant
            hereby appoints the Landlord as its Attorney in Fact, authorizing
            Landlord to execute all documents and take any action on behalf of
            Tenant to secure compliance herewith. Tenant hereby agrees that the
            exercising of said Power of Attorney by Landlord is proper and
            waives any and all claims concerning same.

      (C)   UNPLATED VEHICLES - It is agreed that motor vehicles without license
            plates constitute a special situation. Any unregistered motor
            vehicle parked on the Flowerfield premises will be subject to all
            the conditions herein above described and to a ten ($10.00) dollar
            per day parking fee effective after the first twenty-four hours of
            parking. In the event Tenant fails to comply with this provision,
            Tenant hereby appoints the Landlord as its Attorney in Fact,
            authorizing Landlord to execute all documents and take any action on
            behalf of Tenant to secure compliance herewith. Tenant hereby agrees
            that the exercising of said Power of Attorney by Landlord is proper
            and waives any and all claims concerning same.

      (d)   WASTE - Tenant at expiration of Lease shall be solely liable for
            removal of any drums, cans, or containers over one gallon in
            addition to its other responsibilities. In the event the drums, cans
            or containers are not removed, until such time that same are
            complied with, Tenant agrees not to demand return of any portion or
            its securities being held by Landlord. In addition thereto, the
            Tenant again appoints the Landlord as its Attorney in Fact to
            exercise any and all rights, and to execute any and all documents
            necessary to secure compliance with this provision. Tenant hereby
            approves of any actions taken by the Landlord pursuant to said Power
            of Attorney and waives any and all claims in relation thereto.

4.    ENTIRE AGREEMENT - This Lease with attached preprinted portion and
      Addendums is the complete agreement between Tenant and Landlord in its
      entirety with respect to the premises leased herein and cannot be changed,
      modified or terminated orally. There are no representations, agreements,
      arrangements or understandings oral or written, between Tenant and
      Landlord up to the date of this Lease, which are not fully contained
      herein.

                                         Gyrodyne Company of America, Inc.

     5/3/99                              /s/ Frank D'Alessandro
----------------                         ------------------------------------
     Date                                             (Landlord)


                                         Carco Group, Inc.

     5.03.99                             /s/ Denise Brett Carlsen
----------------                         ------------------------------------
     Date                                               (Tenant)


Carco Group, Inc. Lease                                            Page 21 of 21

<PAGE>
Carco Group, Inc. Lease                                            Page 22 of 21


                           Tenant Billing Change Form

1.    Tenant Name            Carco Group, Inc.

2.    Tenant Number          7

3.    Tenant Address         7 Flowerfield, Suite 40
                             St. James, NY 11780

      Billing Address        No change

4.    Reason for Change      New lease for additional space

5.    Effective Date         5/1/99

6.    Log #                  ____________________________________

7.    Duration               5/1/99 - 8/31/02

8.    Comments               1)    Monthly rent $1,692.00

                             2)    Security - 1 month (to be billed - $1,692.00)

                             3)    2,256 sq. ft.

                             4)    Sprinkler percentage - 4.21%

                             5)    No longer pay interest on security.


Carco Group, Inc. Lease                                            Page 22 of 21
<PAGE>

                                    EXHIBIT A

                              Landlords Work Letter
                                       For
                           Carco, Building 7 Suite 40
                                    3/18/1999

      In general unless otherwise noted all work listed is to be completed by
the Landlord at no expense to the Tenant.

1. Paint

A)    Paint interior walls off white or similar color.

B)    Paint ceiling flat back.

2. Floor Coverings

A)    Existing floor tiles to be cleaned to a reasonable condition. Other floor
      areas if any to be painted gray.

3. Ceilings

A)    Ceiling tiles to be removed

4. Openings

A)    Provide up to two openings to adjoining tenants suite. Openings not to be
      larger then 8' x 8'.

5. Electrical

A)    Install chain suspended florescent lights of type and quantity similar to
      those in existing Tenants suite in same building for records storage.

6. Demolition

A)    Remove existing offices.
<PAGE>

A 35--Lease, Business, Premises,                  DISTRIBUTED BY Blumberg, Inc.,
      Loft, Office or Store. 3-98.                                     NYC 10013

This Lease made the 3rd day of May 1999, between

      GYRODYNE COMPANY OF AMERICA, INC.

hereinafter referred to as LANDLORD, and

      CARCO GROUP, INC.

hereinafter jointly, severally and collectively referred to as TENANT.

            Witnesseth, that the Landlord hereby leases to the Tenant, and the
Tenant hereby hires and takes from the Landlord AN AREA DEEMED TO BE
APPROXIMATELY 2,256 SQUARE FEET OF SPACE in the building known as 7 FLOWERFIELD,
SUITE 40 to be used and occupied by the Tenant OFFICE SPACE AND RECORDS STORAGE

and for no other purpose, for a term to commence on MAY 1 1999, and to end on
AUGUST 31, 2002 unless sooner terminated as hereinafter provided, at the ANNUAL
RENT of TWENTY THOUSAND THREE HUNDRED FOUR DOLLARS ($20,304.00) WHICH SHALL BE
SUBJECT TO ADJUSTMENT PURSUANT TO THE COVENANTS HEREIN AND NOT RESTRICTED TO
ADDENDUM SECTION V, PARAGRAPH 4 (a), (b), (c), (d), (e) and (g). /$1,692.00 all
payable in equal monthly instalments in advance on the first day of each and
every calendar month during said term,

except the first instalment, which shall be paid upon the execution hereof.

      THE TENANT JOINTLY AND SEVERALLY COVENANTS:

      FIRST.--That the Tenant will pay the rent as above provided.

REPAIRS

ORDINANCES AND VIOLATIONS

ENTRY

INDEMNIFY LANDLORD

      SECOND.--That, throughout said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements to either; make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgments
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.

MOVING INJURY SURRENDER

NEGATIVE COVENANTS

OBSTRUCTION SIGNS

AIR CONDITIONING

      THIRD.--That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction
of the light, halls, stairway or entrances to the building, and will not erect
or inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribed without such approval, the Landlord may remove the same. No water
cooler, air conditioning unit or system or other apparatus shall be installed
or used without the prior written consent of Landlord.

      IT IS MUTUALLY COVENANTED AND AGREED, THAT

FIRE CLAUSE

      FOURTH.--If the demised premises shall be partially damaged by fire or
other cause without the fault or neglect of Tenant, Tenant's servants,
employees, agents, visitors or licensees, the damages shall be repaired by and
at the expense of Landlord and the rent until such repairs shall be made shall
be apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall he no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such decision, which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by lapse of time
upon the third day after such notice is given, and Tenant shall vacate the
demised premises and surrender the same to Landlord. If Tenant shall not be in
default under this lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real Property Law
and agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

EMINENT DOMAIN

      FIFTH.--If the whole or any part of the premises hereby demised shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required for such public purpose and without apportionment of
award, the Tenant hereby assigning to the Landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned.

LEASE NOT IN EFFECT

DEFAULTS

TEN DAY NOTICE

      SIXTH.--If, before the commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's property, or if
this lease or the estate of the Tenant hereunder be transferred or pass to or
devolve upon any other person or corporation, or if the Tenant shall default in
the performance of any agreement by the Tenant contained in any other lease to
the Tenant by the Landlord or by any corporation of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated and in that case, neither the Tenant nor anybody claiming under
the Tenant shall be entitled to go into possession of the demised premises. If
after the commencement of the term, any of the events mentioned above in this
subdivision shall occur, or if Tenant shall make default in fulfilling any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional rent" or if the demised premises become vacant or deserted, the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall continue to exist) the term under this
lease shall expire as fully and completely as if that day were the date herein
definitely fixed for the expiration of the term and the Tenant will then quit
and surrender the demised premises to the Landlord, but the Tenant shall remain
liable as hereinafter provided.

<PAGE>

RE-POSSESSION BY LANDLORD

RE-LETTING

WAIVER BY TENANT

      If the Tenant shall make default in the payment of the rent reserved
hereunder, or any item of "additional rent" herein mentioned, or any part of
either or in making any other payment herein provided for, or if the notice last
above provided for shall have been given and if the condition which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time thereafter, re-enter the demised
premises and remove all person and all or any property therefrom, either by
summary dispossess proceedings, or by any suitable action or proceeding at law,
or by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together with all
additions, alterations and improvements. In any such case or in the event that
this lease be "terminated" before the commencement of the term, as above
provided, the Landlord may either re-let the demised premises or any part or
parts thereof for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the agent of the
Tenant, and receive the rents therefor, applying the same first to the payment
of such expenses as the Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the term hereby
granted without releasing Tenant from any liability. In the event that the term
of this lease shall expire as above in this subdivision "Sixth" provided, or
terminate by summary proceedings or otherwise, and if the Landlord shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the premises be re-let, the Tenant shall remain liable for, and the Tenant
hereby agrees to pay to the Landlord, until the time when this lease would have
expired but for such termination or expiration, the equivalent of the amount of
all of the rent and "additional rent" reserved herein, less the avails of
reletting, if any, and the same shall be due and payable by the Tenant to the
Landlord on the several rent days above specified, that is, upon each of such
rent days the Tenant shall pay to the Landlord the amount of deficiency then
existing. The Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgment or warrant of any court or
judge, and the Tenant waives and will waive all right to trial by jury in any
summary proceedings hereafter instituted by the Landlord against the Tenant in
respect to the demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.

REMEDIES ARE CUMULATIVE

      In the event of a breach or threatened breach by the Tenant of any of the
covenants or provisions hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were not herein provided for.

LANDLORD MAY PERFORM

ADDITIONAL RENT

      SEVENTH.--If the Tenant shall make default in the performance of any
covenant herein contained, the Landlord may immediately, or at any time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of mechanic's lien be filed against the demised premises or against
premises of which the demised premises are part, for, or purporting to be for,
labor or material alleged to have been furnished, or to be furnished to or for
the Tenant at the demised premises, and if the Tenant shall fail to take such
action as shall cause such lien to be discharged within fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in the event of such deposit
or bonding proceedings, the Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water, electric current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the failure of the
Tenant to comply with any provision hereof, or in defending any such action,
shall be deemed to be "additional rent" for the demised premises, and shall be
due and payable by the Tenant to the Landlord on the first day of the next
following month, or, at the option of the Landlord, on the first day of any
succeeding month. The receipt by the Landlord of any instalment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" then due.

AS TO WAIVERS

      EIGHTH.--The failure of the Landlord to insist, in any one or more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach and no waiver by the Landlord of any provision hereof
shall be deemed to have been made unless expressed in writing and signed by the
Landlord. Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in writing by the
Landlord.

COLLECTION OF RENT FROM OTHERS

      NINTH.--If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than the Tenant the Landlord
may collect rent from the assignee, under-tenant or occupant, and apply the net
amount collected to the rent herein reserved, and no such collection shall be
deemed a waiver of the covenant herein against assignment and underletting, or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.

MORTGAGES

      TENTH--This lease shall be subject and subordinated at all times, to the
lien of the mortgages now on the demised premises, and to all advances made or
hereafter to be made upon the security thereof, and subject and subordinate to
the lien of any mortgage or mortgages which at any time may be made a lien upon
the premises. The Tenant will execute and deliver such further instrument or
instruments subordinating this lease to the lien of any such mortgage or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.

IMPROVEMENTS

      ELEVENTH.--All improvements made by the Tenant to or upon the demised
premises, except said trade fixtures, shall when made, at once be deemed to be
attached to the freehold, and become the property of the Landlord, and at the
end or other expiration of the term, shall be surrendered to the Landlord in as
good order and condition as they were when installed, reasonable wear and
damages by the elements excepted.

NOTICES

[VOID]

NO LIABILITY

      THIRTEENTH.--The Landlord shall not be liable for any failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for injury or damage to person or property caused by the elements or by
other tenants or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface, or from any other place, nor for interference with
light or other incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building,

NO ABATEMENT

      FOURTEENTH.--No diminution or abatement of rent, or other compensation
shall be claimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements to the building or to its appliances, nor for
any space taken to comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein expressly or
impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed
that there shall be no diminution or abatement of the rent, or any other
compensation, for interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations or repairs
desirable or necessary to be made or to inability or difficulty in securing
supplies or labor for the maintenance of such "service" or to some other cause,
not gross negligence on the part of the Landlord. No such interruption or
curtailment of any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in default in respect to the payment of rent. Neither shall there be any
abatement or diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed for the
commencement of the term, it being understood that rent shall, in any event,
commence to run at such date so above fixed.

RULES, ETC.

      FIFTEENTH.--The Landlord may prescribe and regulate the placing of safes,
machinery, quantities of merchandise and other things. The Landlord may also
prescribe and regulate which elevator and entrances shall be used by the
Tenant's employees, and for the Tenant's shipping. The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the preservation of good order therein. The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.

SHORING OF WALLS

[VOID]

VAULT SPACE

[VOID]

ENTRY

      EIGHTEENTH.--That during seven months prior to the expiration of the term
hereby granted, applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Landlord and the Landlord's agents
shall be permitted at any time during the term to visit and examine them at any
reasonable hour of the day, and workmen may enter at any time, when authorized
by the Landlord or the Landlord's agents, to make or facilitate repairs in any
part of the building; and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord reasonable care to the Tenant's
property) and without in any manner affecting the obligations and covenants of
this lease; it is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume, by reason
thereof, any responsibility or liability whatsoever for the care or supervision
of said premises, or any of the pipes, fixtures, appliances or appurtenances
therein contained or therewith in any manner connected. ***

NO REPRESENTATIONS

      NINETEENTH.--The Landlord has made no representations or promises in
respect to said building or to the demised premises except those contained
herein, and those, if any, contained in some written communication to the
Tenant, signed by the Landlord. This instrument may not be changed, modified,
discharged or terminated orally.

ATTORNEY'S FEES

      TWENTIETH.--If the Tenant shall at any time be in default hereunder, and
if the Landlord shall institute an action or summary proceeding against the
Tenant based upon such default, then the Tenant will reimburse the Landlord for
the expense of attorneys' fees and disbursements thereby incurred by the
Landlord, so far as the same are reasonable in amount. Also so long as the
Tenant shall be a tenant hereunder the amount of such expenses shall be deemed
to be "additional rent" hereunder and shall be due from the Tenant to the
Landlord on the first day of the month following the incurring of such
respective expenses.

POSSESSION

      TWENTY-FIRST.--Landlord shall not be liable for failure to give possession
of the premises upon commencement date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason: in such event the
rent shall not commence until possession is given or is available, but the term
herein shall not be extended.

***THIS PROVISION ALLUDES TO THE MINIMUM ACCESS GRANTED TO LANDLORD AND IS MEANT
TO BE EXPLAINED BY ANY OTHER PROVISION SET FORTH HEREIN IN BOTH PRINTED FORM AND
THE RIDER ANNEXED HERETO.
<PAGE>

THE TENANT FURTHER COVENANTS:

IF A FIRST FLOOR

[VOID]

INCREASED FIRE INSURANCE RATE

      TWENTY-THIRD.--If by reason of the conduct upon the demised premises of a
business not herein permitted, or if by reason of the improper or careless
conduct of any business upon or use of the demised premises, the fire insurance
rate shall at any time be higher than it otherwise would be, then the Tenant
will reimburse the Landlord, as additional rent hereunder, for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted, or because of
the improper or careless conduct of any business upon or use of the demised
premises, and will make such reimbursement upon the first day of the month
following such outlay by the Landlord; but this covenant shall not apply to a
premium for any period beyond the expiration date of this lease, first above
specified. In any action or proceeding wherein the Landlord and Tenant are
parties, a schedule or "make up" of rate for the building on the demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises, shall be prima
facie evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.

WATER RENT

SEWER

      TWENTY-FOURTH.--If a separate water meter be installed for the demised
premises, or any part thereof, the Tenant will keep the same in repair and pay
the charges made by the municipality or water supply company for or in respect
to the consumption of water, as and when bills therefor are rendered. If the
demised premises, or any part thereof, be supplied with water through a meter
which supplies other premises, the Tenant will pay to the Landlord, as and when
bills are rendered therefor, the Tenant's proportionate part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective charge according to floor area against all
of the rentable floor area in the building (exclusive of the basement) which
shall have been occupied during the period of the respective charges, taking
into account the period that each part of such area was occupied. Tenant agrees
to pay as additional rent the Tenant's proportionate part, determined as
aforesaid, of the sewer rent or charge imposed or assessed upon the building of
which the premises are a part.

ELECTRIC CURRENT

      TWENTY-FIFTH.--That the Tenant will purchase from the Landlord, if the
Landlord shall so desire, all electric current that the Tenant requires at the
demised premises, and will pay the Landlord for the same, as the amount of
consumption shall be indicated by the meter furnished therefor. The price for
said current shall be the same as that charged for consumption similar to that
of the Tenant by the company supplying electricity in the same community.
Payments shall be due as and when bills shall be rendered. The Tenant shall
comply with like rules, regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.

SPRINKLER SYSTEM

      TWENTY-SIXTH.--If there now is or shall be installed in said building a
"sprinkler system" the Tenant agrees to keep the appliances thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire Underwriters or the New York Fire Insurance Exchange or any bureau,
department or official of the State or local government requires or recommends
that any changes, modifications, alterations or additional sprinkler heads or
other equipment be made or supplied by reason of the Tenant's business, or the
location of partitions, trade fixtures, or other contents of the demised
premises, or if such changes, modifications, alterations, additional sprinkler
heads or other equipment in the demised premises are necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate as fixed by said Exchange, or by any Fire
Insurance Company, the Tenant will at the Tenant's own expense, promptly make
and supply such changes, modifications, alterations, additional sprinkler heads
or other equipment. As additional rent hereunder the Tenant will pay to the
Landlord, annually in advance, throughout the term a prorata portion toward the
contract price for sprinkler supervisory service.

SECURITY

      TWENTY-SEVENTH.--The sum of 4.21%. see paragraph #1 of Addendum Section V
Dollars is deposited by the Tenant herein with the Landlord herein as security
for the faithful performance of all the covenants and conditions of the lease by
the said Tenant. If the Tenant faithfully performs all the covenants and
conditions on his part to be performed, then the sum deposited shall be returned
to said Tenant.

NUISANCE

      TWENTY-EIGHTH.--This lease is granted and accepted on the especially
understood and agreed condition that the Tenant will conduct his business in
such a manner, both as regards noise and kindred nuisances, as will in no wise
interfere with, annoy, or disturb any other tenants, in the conduct of their
several businesses, or the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential damages.

BROKERS COMMISSIONS

      TWENTY-NINTH.--The Landlord hereby recognizes no broker as the broker who
negotiated and consummated this lease with the Tenant herein, and agrees that
if, as, and when the Tenant exercises the option, if any, contained herein to
renew this lease, or fails to exercise the option, if any, contained therein to
cancel this lease, the Landlord will pay to said broker a further commission in
accordance with the rules and commission rates of the Real Estate Board in the
community. A sale, transfer, or other disposition of the Landlord's interest in
said lease shall not operate to defeat the Landlord's obligation to pay the said
commission to the said broker. The Tenant herein hereby represents to the
Landlord that the said broker is the sole and only broker who negotiated and
consummated this lease with the Tenant.

WINDOW CLEANING

[VOID]

VALIDITY

      THIRTY-FIRST.--The invalidity or unenforceability of any provision of this
lease shall in no way affect the validity or enforceability of any other
provision hereof.

EXECUTION & DELIVERY OF LEASE

      THIRTY-SECOND.--In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.

EXTERIOR OF PREMISES

[VOID]

PLATE GLASS

      THIRTY-FOURTH.--The Landlord shall replace at the expense of the Tenant
any and all broken glass in the skylights, doors and walls in and about the
demised premises. The Landlord may insure and keep insured all plate glass in
the skylights, doors and walls in the demised premises, for and in the name of
the Landlord and bills for the premiums therefor shall be rendered by the
Landlord to the Tenant at such times as the Landlord may elect, and shall be due
from and payable by the Tenant when rendered, and the amount thereof shall be
deemed to be, and shall be paid as, additional rent.

WAR EMERGENCY

      THIRTY-FIFTH.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with a
National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

QUIET POSSESSION

      FIRST.--That if and so long as the Tenant pays the rent and "additional
rent" reserved hereby, and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises, subject, however,
to the terms of this lease, and to the mortgages above mentioned, provided
however, that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.

ELEVATOR HEAT

[VOID]

      And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties hereto and upon
their respective successors, heirs, executors and administrators.

      In Witness Whereof, the Landlord and Tenant have respectively signed and
sealed these presents the day and year first above written,


                                   /s/ Frank D'Alessandro
                                   --------------------------------------[L. S.]
                                   GYRODYNE COMPANY OF AMERICA, INC.    Landlord

IN PRESENCE OF:


                                   /s/ Denise Brett Carlsen
                                   --------------------------------------[L. S.]
                                   CARCO GROUP, INC.                      Tenant

<PAGE>

State of New York County of              ss.:

On                      before me, the undersigned, a Notary Public in and for
said State, personally appeared

personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


                          ______________________________________________________
                          (signature and office of person taking acknowledgment)

State of New York County of              ss.:

On                      before me, the undersigned, a Notary Public in and for
said State, personally appeared

the subscribing witness(es) to the foregoing instrument, with whom I
am personally acquainted, who, being by me duly sworn, did depose and say that
he/she/they reside(s) in (if the place of residence is in a city, include the
street and street number, if any, hereof);

that he/she/they know(s)

to be the individual(s) described in and who executed the foregoing instrument;
that said subscribing witness(es) was (were) present and saw said

execute the same; and that said witness(es) at the same time subscribed
his/her/their name(s) as a witness(es) thereto.


                          ______________________________________________________
                          (signature and office of person taking acknowledgment)

================================================================================

BUILDING _______________________________________________________________________

Premises________________________________________________________________________

================================================================================


                                                                        Landlord

                                       to

                                                                          Tenant

================================================================================

                                   L E A S E

================================================================================


================================================================================

                                    GUARANTY

      In consideration of the letting of the premises within mentioned to the
Tenant within named, and of the sum of One Dollar, to the undersigned in hand
paid by the Landlord within named, the undersigned hereby guarantees to the
Landlord and to the heirs, successors and/or assigns of the Landlord, the
payment by the Tenant of the rent, within provided for, and the performance by
the Tenant of all of the provisions of the within lease. Notice of all defaults
is waived, and consent is hereby given to all extensions of time that any
Landlord may grant.

      Dated,

State of New York County of SUFFOLK         ss.:

On                       before me, the undersigned, a Notary Public in and for

said State, personally appeared

personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


                          ______________________________________________________
                          (signature and office of person taking acknowledgment)
<PAGE>

Carco Group, Inc. Lease Amendment #6                                 Page 1 of 2

                              AMENDMENT #6 TO LEASE
                                     BETWEEN
                        GYRODYNE COMPANY OF AMERICA, INC.
                                   (Landlord)
                                       AND
                                CARCO GROUP, INC.
                                    (Tenant)

1.    It is mutually agreed and understood that effective September 1, 1998
      Tenant shall lease from Landlord Suites 42 and 80 in Landlord's building
      designated as Building #7 for a term that will hereafter run concurrently
      with the underlying lease for the premises in Building #17. The demised
      premises in Building #7 shall be deemed to be 5,733 square feet of space.
      The gross rental rate shall be $9.00 per square foot with subsequent
      annual increases of 3.5% on the initial base rent of $35,688.00 per annum.
      The gross annualized rent for Suites 42 and 80 shall be $51,597.00 per
      annum payable in monthly installments of $4,299.75 each. Said rent being
      subject to adjustments and consistent with Addendum Section V, Paragraphs
      4. (a), Real Estate Taxes ($1.19), (b) Heat/Fuel Oil Cost ($.85), (c)
      Insurance ($.46), and (f) Cost of Living Adjustment as amended in
      Paragraph 2. below, and Section V. Paragraph 5. Security ($.275).

2.    In consideration for the extension of this lease under the terms and
      conditions set forth herein, Landlord herewith amends Addendum Section V
      Paragraph 4.(f) to read: Cost of Living Adjustment - Effective September
      1, 1998 and on each succeeding anniversary date of this lease, there will
      be a "Cost of Living (C.O.L.)" rent adjustment based upon a flat 3.5%
      increase per annum calculated on an initial anniversary date base rent of
      $234,191.81 which shall be subject to escalation on September 1, 1998.

3.    In consideration for the leasehold improvements to the record storage area
      in Building #17 (Work Letter Exhibit A attached hereto) and the rental of
      suites 42 and 80 in Building #7, Landlord and Tenant herewith extend the
      term of this September 28, 1993 lease, as amended in Amendment #3
      Paragraph 4. (January 27, 1997), so that the new termination date shall be
      August 31, 2002. The holdover provision in Addendum Section VI Paragraph
      1. is herewith amended to read September 1, 2002.

4.    AIR CONDITIONING MAINTENANCE - There are two existing 10 ton roof air
      conditioning systems that serve the demised premises in Building #7. The
      Tenant shall have the option to utilize these systems provided the
      Landlord is notified by the Tenant, not later than April 1st of each year,
      that said systems will be used. The Landlord shall maintain service,
      repair, and replace parts as needed to keep these systems in good
      operating condition. For this service, there will be an annual charge of
      $l,000.00*2=$2,000.00 payable to the Landlord by April 1st of each year
      during the term period of this lease.

5.    It is mutually agreed that notice of vacation is herewith deemed to have
      been accepted by Landlord as of September 1, 1998 as required of Tenant in
      Amendments #4 and #5 to the lease with regard to the month-to-month rental
      of Suites #10 and #39 in Building #1. The parties hereto acknowledge that
      the contents of the Building #1 suites are scheduled to be housed in the
      new premises in Building #7. In the event actual occupancy of the


Carco Group, Inc. Lease Amendment #6                                 Page 1 of 2
<PAGE>
Carco Group, Inc. Lease Amendment #6                                 Page 2 of 2


      Building #7 premises occurs after September 1, 1998, Tenant shall receive
      a rent credit in the amount of 1/30th of the monthly rent, $4,299.75,
      during September 1998, and 1/31st of the monthly rent during October for
      each day that tenancy is deferred. Rent payable for the two Building #1
      suites shall terminate simultaneously with the occupancy of Building #7
      and the commencement of rent charges applicable thereto.

6.    All the covenants, addenda, terms and conditions set forth in the original
      Landlord-Tenant Lease and amendments which are not voided, altered, or
      affected by this Lease Amendment shall be considered an integral part of
      this Amendment thereby continuing in full force and effect for the
      duration of the Lease Agreement.

                                   Gyrodyne Company of America, Inc.

      Sept 1 1998                  /s/ [ILLEGIBLE]
----------------------------       ---------------------------------------------
      (date)                                     (Landlord)


                                   Carco Group, Inc.

       9-1-98                      /s/ Michael J. Giordano, Sr. Vice President
----------------------------       ---------------------------------------------
      (date)                                   (Tenant)


Carco Group, Inc. Lease Amendment #6                                 Page 2 of 2
<PAGE>

                             Work Letter Exhibit "A"

                        Gyrodyne Company of America, Inc.
                             7 Flowerfield Suite 28
                            St. James, New York 11780
                     Phone (516) 584-5400 Fax (516) 584-7075

--------------------------------------------------------------------------------
Proposal Submitted To                Phone                             Date
Carco                                                                  8/20/98
--------------------------------------------------------------------------------
Street                               Job Name
                                     Records Storage Area
--------------------------------------------------------------------------------
City, State, Zip                     Job Location

--------------------------------------------------------------------------------
Atten                                Job Phone
Denise
--------------------------------------------------------------------------------
We hereby submit specifications and estimates for:

Renovations to Records Storage area, approximately 2,800 sq.ft.

Install suspended drop ceiling at a height of appox. 10'0"
      Ceiling tiles to be standard none directional
      Gridwork to be fire rated
Install two (2) 4' x 4' Skylights in an unobstructed area (free of duct work,
etc.). Vault to skylight to be same material as suspended ceiling

Remove all existing HVAC registers and drop down new registers and dampers into
new ceiling.

Install new energy efficient lights as per Aetna Electrical quote to Carco.
Total cost of lighting with installation is not to exceed $5,100.00

--------------------------------------------------------------------------------
We Propose hereby to furnish material and labor - complete in accordance with
above specifications for the sum of:
--------------------------------------------------------------------------------
$.00 Upon execution of Amendment #6 to existing lease.        dollars     $ 0.00

--------------------------------------------------------------------------------
Payment to be as follows:

--------------------------------------------------------------------------------
All material is guaranteed to be as       Authorized
specified. All work to completed in        Signature /s/ [ILLEGIBLE]
a workman like manner according to                  ----------------------------
standard practices. Any alteration
or deviation from above                   Note: This proposal may be
specifications involving extra          withdrawn if not accepted within 30 days
costs will be executed only upon
written orders, and will become an
extra charge over and above the
estimate. All agreements are
contingent upon strikes, accidents
or delays beyond our control. Owner
to carry fire, tornando and other
necessary insurance. Our workers
are fully covered by Workmen's
Compensation Insurance.
================================================================================
Acceptance of Proposal - The above        Authorized
prices, specifications and                 Signature /s/ Michael J. Giordano,
conditions are satisfactory and are                  Sr. Vice President
hereby accepted. You are authorized                 ----------------------------
to do the work as specified.                 Date of
Payment will be made as outlined.         Acceptance
                                                       9/1/98
================================================================================
<PAGE>
Carco Group, Inc. Lease Amendment #5                                 Page 2 of 1


                           Tenant Billing Change Form

1.    Tenant Name         Carco Group, Inc.

2.    Tenant Number       7

3.    Tenant Address      1 Flowerfield, Suite 39
                          St. James, NY 11780

      Billing Address     No change

4.    Reason for Change   Additional space for storage

5.    Effective Date      6/1/98

6.    Log #               _____________________________

7.    Duration            Month to Month

8.    Comments            1) Base rent $650.00/month


Carco Group, Inc. Lease Amendment #5                                 Page 2 of 1
<PAGE>
Carco Group, Inc. Lease Amendment #5                                 Page 1 of 1


                              AMENDMENT #5 TO LEASE
                                     BETWEEN
                        GYRODYNE COMPANY OF AMERICA, INC.
                                   (Landlord)
                                       AND
                                CARCO GROUP, INC.
                                    (Tenant)

1.    Effective June 1, 1998 the Tenant will, on a month to month basis, lease
      from the Landlord an area deemed to be approximately 787 square feet of
      space, Building 1, Suite 39, for the sole purpose of storage, hereinafter
      the demised premises. The term of this month-to-month lease shall in no
      event exceed the underlying Lease, but run concurrently or until
      terminated by one (1) month's written notification as defined below. The
      base annualized rent for Suite 39 shall be $7,800.00 payable in monthly
      installments of $650.00 per month. No additional rent security assessment
      shall apply to this storage space.

2.    Termination notice for the purpose of Paragraph 1. above shall require
      written notice by either party hereto to the other. In no event shall
      vacation be deemed to be effective other than the last day of any calendar
      month provided a month's notice was given. Otherwise, notice not meeting
      this criterion shall result in a vacation date effective the last day of
      the succeeding month notice was tendered. For example, notice tendered on
      November 5, 1998 would be effective December 31, 1998. Tenant would be
      responsible for rent through December 1998, and/or Landlord could not
      regain possession until December 31, 1998. Notice received on the first
      day of a calendar month shall be deemed to satisfy this provision
      regardless of the number of days in the month.

3.    All the covenants, addenda, terms and conditions set forth in the original
      Landlord-Tenant Lease which are not voided, altered, or affected by this
      Lease Amendment shall be considered an integral part of this Amendment
      thereby continuing in full force and effect for the duration of the Lease
      Agreement.

                                        Gyrodyne Company of America, Inc.

      6/8/98                            /s/ [ILLEGIBLE]
----------------------------            ----------------------------------------
      (date)                                          (Landlord)


                                        Carco Group, Inc.

       6-8-98                           /s/ Michael J. Giordano, Sr. V.P.
----------------------------            ----------------------------------------
      (date)                                        (Tenant)


Carco Group, Inc. Lease Amendment #5                                 Page 1 of 1
<PAGE>
Carco Group, Inc. Lease Amendment #4                                 Page 2 of 1


                           Tenant Billing Change Form

1.    Tenant Name         Carco Group, Inc.

2.    Tenant Number       7

3.    Tenant Address      1 Flowerfield, Suite 10
                          St. James, NY 11780

      Billing Address     No change

4.    Reason for Change   Additional space for storage

5.    Effective Date      6/1/98

6.    Log #               _____________________________

7.    Duration            Month to Month

8.    Comments            1) Base rent $950.00/month


Carco Group, Inc. Lease Amendment #4                                 Page 2 of 1
<PAGE>
Carco Group, Inc. Lease Amendment #4                                 Page 1 of 1


                              AMENDMENT #4 TO LEASE
                                     BETWEEN
                        GYRODYNE COMPANY OF AMERICA, INC.
                                   (Landlord)
                                       AND
                                CARCO GROUP, INC.
                                    (Tenant)

1.    Effective June 1, 1998 the Tenant will, on a month to month basis, lease
      from the Landlord an area deemed to be approximately 1,170 square feet of
      space, Building 1, Suite 10, for the sole purpose of storage, hereinafter
      the demised premises. The term of this month-to-month lease shall in no
      event exceed the underlying Lease, but run concurrently or until
      terminated by one (1) month's written notification as defined below. The
      base annualized rent for Suite 10 shall be $11,400.00 payable in monthly
      installments of $950.00 per month. No additional rent security assessment
      shall apply to this storage space.

2.    Termination notice for the purpose of Paragraph 1. above shall require
      written notice by either party hereto to the other. In no event shall
      vacation be deemed to be effective other than the last day of any calendar
      month provided a month's notice was given. Otherwise, notice not meeting
      this criterion shall result in a vacation date effective the last day of
      the succeeding month notice was tendered. For example, notice tendered on
      November 5, 1998 would be effective December 31, 1998. Tenant would be
      responsible for rent through December 1998, and/or Landlord could not
      regain possession until December 31, 1998. Notice received on the first
      day of a calendar month shall be deemed to satisfy this provision
      regardless of the number of days in the month.

3.    All the covenants, addenda, terms and conditions set forth in the original
      Landlord-Tenant Lease which are not voided, altered, or affected by this
      Lease Amendment shall be considered an integral part of this Amendment
      thereby continuing in full force and effect for the duration of the Lease
      Agreement.

                                        Gyrodyne Company of America, Inc.

      6-8-98                            /s/ [ILLEGIBLE]
----------------------------            ----------------------------------------
      (date)                                          (Landlord)


                                        Carco Group, Inc.

       6-8-98                           /s/ Michael J. Giordano, Sr. V.P.
----------------------------            ----------------------------------------
      (date)                                        (Tenant)


Carco Group, Inc. Lease Amendment #4                                 Page 1 of 1
<PAGE>
Carco Amendment #3                                                   Page 1 of 2


                              AMENDMENT #3 TO LEASE

                                     BETWEEN

                        GYRODYNE COMPANY OF AMERICA, INC.
                                   (Landlord)

                                      AND

                               CARCO GROUP, ONC.
                                    (Tenant)

1.    It is mutually agreed and understood that commencing August 27, 1996,
      Tenant will lease the premises designated as 17 Flowerfield, Suite 15,
      deemed to be approximately 2,600 square feet. The term to run concurrently
      with the herein underlying Lease through August 31, 1997, or as amended.

      The base annualized rent for Suite 15, exclusive of September 1, 1996 CPI
      adjustment, shall be $24,752.00 payable in monthly installments of
      $2,062.67 each. Said rent being subject to adjustments and consistent with
      Section V, Paragraphs 4. (a), Real Estate Taxes (i.e.) $2,938.00 ($1.13 x
      2,600 sq. ft.), (b) Heat/Fuel Oil Cost (i.e.) $.85 (2,600 sq. ft.), (c)
      Insurance (i.e.) $1,196.00 ($.46 x 2,600 sq. ft.), and (f) Cost of Living
      Adjustment.

2.    The underlying Lease and Amendment #1 thereto, not withstanding to the
      contrary, the established provision for Security Guard Service to the
      premises demised as Suite 15 shall be calculated as follows:

            SECURITY GUARDS - $653.00 ($.251 x 2,600 sq. ft.) of the base annual
            rent is allocated to security guard services for the demised
            premises. Landlord has determined that security services during the
            1996 calendar year, January 1st through December 31st, shall be
            assessed at the rate of $20.92 per month per 1,000 square feet of
            rented space based on a budgeted cost of $41,282.00 apportioned over
            164,413 sq. ft. rental base. This provision shall not be construed
            to limit Landlord's ability to continue to provide security guard
            services to Tenant. Landlord may, in its sole discretion, extend or
            curtail security guard services in any manner deemed necessary by
            Landlord. Landlord may adjust Tenant's annual rent to reflect such
            changes in security guard services.

3.    It is further agreed that in accordance with Section V, Paragraph 1. Rent
      Security of the Lease, The Tenant shall pay the Landlord the sum of
      $2,160.00, as adjusted by the September 1, 1996, CPI, as the first month's
      rent and the additional sum of $2,160.00 Security Deposit. All other terms
      shall apply.


                                                                     Page 1 of 2
<PAGE>
Carco Amendment #3                                                   Page 2 of 2


4.    In consideration for the leasehold improvements completed by Landlord and
      enumerated in the attached work letter, Exhibit A, and the opportunity to
      rent Suite 15, Landlord and Tenant herewith extend the basic term of the
      lease of September 28, 1993 TWO (2) additional years so that the lease
      shall terminate August 31, 1999.

5.    Landlord shall provide, in good working condition, TWO (2), through the
      wall, and FOUR (4), through the window air conditioning unit(s) for use in
      the demised premises. Landlord shall maintain said unit(s) during tenancy
      at Tenant's sole expense. For the purposes of maintenance and liability,
      the air conditioning unit(s) shall be considered equipment as defined by
      and subject to Addendum Section II - Repairs, Access, Forced Entry, and
      Right of Recovery, Paragraph 2. MAINTENANCE OF EQUIPMENT AND FIXTURES.

6.    The electric power for the demised premises will be provided via the
      Landlord's "house" meter(s) and the Tenant shall be billed, by the
      Landlord, on the basis of the kilowatt consumption and demand recorded by
      the meter(s) at the prevailing LILCO rate in effect at the time of the
      meter reading by the Landlord.

7.    All the covenants, addenda, terms and conditions set forth in the original
      Landlord-Tenant Lease which are not voided, altered, or affected by this
      Lease Amendment shall be considered an integral part of this Amendment
      thereby continuing in full force and effect for the duration of the Lease
      Agreement.


                                        Gyrodyne Company of America, Inc.

      1/27/97                           /s/ [ILLEGIBLE]
----------------------------            ----------------------------------------
      (date)                            (Landlord)


                                        Carco Group, Inc.

January 27, 1997                        /s/ Michael J. Giordano, Sr. V.P.
----------------------------            ----------------------------------------
      (date)                            (Tenant)


                                                                     Page 2 of 2
<PAGE>

Work Letter - Carco
17 Flowerfield, Suite 15, St. James, NY 11780

                                    EXHIBIT A
                                     PART I

On or before September 1, 1996, the following items are to be completed at
Landlord's sole expense:

1.    Remove 2' x 2' unit heater.
2.    Install additional baseboard radiation in main office.
3.    Remove metal partitions and reinstall as per Carco layout.
4.    Paint the ceiling black.
5.    Construct two (2) offices in the lobby.
6.    Install one (1) through the wall air conditioner in the lobby.
7.    Provide and install four (4) window air conditioning units.
8.    Seal double door archway separating lobby from main office.
9.    Install window vision panels as per Carco sketch.
10.   Paint bathroom partitions.
11.   Repaint walls.
12.   Provide and install outlets in new offices as per Carco sketch.

All items to be completed prior to occupancy.


                                                                     Page 1 of 3
<PAGE>

Work Letter - Carco
17 Flowerfield, Suite 15, St. James, NY 11780

                                    EXHIBIT A
                                     PART II


For the flat sum of $15,000.00 and other consideration, Landlord shall in Suite
6 provide the following items:

1.    Provide and install a drop ceiling at or about 10 foot high based on a 2'
      x 4' ceiling grid.
2.    Extend the support brackets for the computer island poles so that the
      support brackets are not visible under the drop ceiling.
3.    Install two (2) skylights with flared light shaft sides.
4.    Install two (2) exterior windows.
5.    Sheetrock internal face of exterior wall.
6.    Remove unit heater.
7.    Insulate all air conditioning feed ducts.
8.    Replace diffusers with ceiling grid appropriate square units.
9.    Create air shaft for exhaust fan.

All work to be completed after normal working hours with minimum disruption to
Carco's operations. Work to be completed in as expeditious a manner as
practical.


                                                                     Page 2 of 3
<PAGE>

Work Letter - Carco
17 Flowerfield, Suite 15, St. James, NY 11780

                                    EXHIBIT A
                                    PART III

Landlord agrees at its sole expense to install four (4) skylights with flared
light shaft sides in the Suite designated as Suite 3 in as expeditious a manner
as possible minimizing interference with Carco' s operations.


                                                                     Page 3 of 3
<PAGE>
Carco Group, Inc. Amendment #2                                       Page 1 of 1


                              AMENDMENT #2 TO LEASE

                                     Between

                        GYRODYNE COMPANY OF AMERICA, INC.

                                   (Landlord)

                                       And

                                CARCO GROUP, INC.

                                    (Tenant)

1.    It is mutually agreed and understood that commencing March 24, 1994,
      Tenant will lease the premises designated as 1 Flowerfield, Suite B 1,
      (Basement of Building #1) consisting of four rooms deemed to be 1000
      square feet of space on a Month-to-Month basis, the term not to exceed 6
      months, running independently of Tenant's current Lease. The base rent for
      Suite B 1 shall be $450.00 per month with no additional Security Deposit
      required.

2.    This agreement may be canceled on 15 days written notice by either party
      hereto. Tenant's rent obligation shall in no event be less than 2 weeks
      rent.

3.    All the covenants, addenda, terms and conditions set forth in the original
      Landlord-Tenant Lease which are not voided, altered, or affected by this
      Lease Amendment shall be considered an integral part of this Amendment
      thereby continuing in full force and effect for the duration of the Lease
      Agreement.



                                        Gyrodyne Company of America, Inc.

      3/25/94                           /s/ [ILLEGIBLE]
----------------------------            ----------------------------------------
      (date)                                          (Landlord)


                                        Carco Group, Inc.

       3/25/94                          /s/ Michael J. Giordano, Sr. V.P.
----------------------------            ----------------------------------------
      (date)                                        (Tenant)


Carco Group, Inc. Amendment #2                                       Page 1 of 1
<PAGE>
Carco Group, Inc. Amendment #1                                       Page 1 of 2


                             AMENDMENT # 1 TO LEASE

                                     Between

                        GYRODYNE COMPANY OF AMERICA, INC.

                                   (Landlord)

                                       And

                                CARCO GROUP, INC.

                                    (Tenant)

1.    It is mutually agreed and understood that commencing APRIL 1, 1994, Tenant
      will lease the premises designated as 17 Flowerfield, Suite 21 deemed to
      be approximately 589 square feet. The term to run concurrently with the
      underlying Lease through AUGUST 31, 1997.

      The base annualized rent for Suite 21 shall be $6,780.00 payable in
      monthly installments of $565.00 each. Said rent being subject to
      adjustments and consistent with Section V, Paragraphs 4.(a), Real Estate
      Taxes (i.e.) $624.00 ($1.06 x 589 sq.ft.), (b) Heat/Fuel Oil Cost (i.e.)
      $.85 (589 sq.ft), (c) Insurance (i.e.) $271.00 ($.46 x 589 sq.ft.), and
      applicable electrical allocation for Air Conditioning use.

2.    The underlying Lease not withstanding to the contrary, the established
      provision for Security Guard Service to the premises demised as Suite 21
      shall be calculated as follows:

            SECURITY GUARDS - $108.00 ($.184 x 589 sq.ft.) of the base annual
            rent is allocated to security guard services for the demised
            premises. Landlord has determined that security services during the
            1994 calendar year, January 1st through December 31st, shall be
            assessed at the rate of $15.32 per month per 1,000 square feet of
            rented space based on a budgeted cost of $30,217.00 apportioned over
            164,413 sq.ft. rental base. This provision shall not be construed to
            limit Landlord's ability to continue to provide security guard
            services to Tenant. Landlord may, in its sole discretion, extend or
            curtail security guard services in any manner deemed necessary by
            Landlord. Landlord may adjust Tenant's annual rent to reflect such
            changes in security guard services.

3.    It is further agreed that in accordance with Section V paragraph 1. Rent
      Security of the Lease, at the time this Amendment is signed by both
      parties, Tenant shall pay to the landlord the sum of $565.00 as the first
      month's rent and the additional sum of $1,130.00 Security Deposit. All
      other terms shall apply.


Carco Group, Inc. Amendment #1                                       Page 1 of 2
<PAGE>
Carco Group, Inc. Amendment #1                                       Page 2 of 2


4.    All the covenants, addenda, terms and conditions set forth in the original
      Landlord-Tenant Lease which are not voided, altered, or affected by this
      Lease Amendment shall be considered an integral part of this Amendment
      thereby continuing in full force and effect for the duration of the Lease
      Agreement.


                                        Gyrodyne Company of America, Inc.

      3/25/94                           /s/ [ILLEGIBLE]
----------------------------            ----------------------------------------
      (date)                                          (Landlord)


                                        Carco Group, Inc.

March 25, 1994                          /s/ Michael J. Giordano, Vice Pres.
----------------------------            ----------------------------------------
      (date)                                        (Tenant)


Carco Group, Inc. Amendment #1                                       Page 2 of 2
<PAGE>

                            SIDE LETTER OF AGREEMENT

                                     between

                        Gyrodyne Company of America, Inc.

                                       and

                                Carco Group, Inc.

  Request of heat Monday through Friday after 5:00pm and on Saturday and Sunday
                                  Building #17

1.    Gyrodyne requires at least two days notice in order to provide extra hours
      of heating.

2.    Rate per hour, Monday through Friday, providing that the period starts at
      5:00pm, is $35.00 per hour plus $20.00 labor per day. In the event the
      extra hours of heating are required on a regular basis, the labor charge
      shall be waived.

3.    Rates for Saturday and Sunday include a maximum of two hours warm-up time
      $70.00, one hour labor, $20.00 plus $35.00 times the number of work day
      hours needed. Thus, a mid-winter eight-hour Saturday work day could cost a
      maximum of $370.00.

4.    In the event more than one tenant requests heat during the same time
      period, there shall be no additional labor charges for scheduling however,
      the hourly rate will be increased an additional $17.50 per hour. Each
      tenant will be billed a pro rata portion of the total bill which was
      attributable to the joint usage. The bill will be apportioned on the basis
      of square footage rented.

5.    The above rates apply providing that the delivered price of No. 2 fuel oil
      plus use tax, sales tax, and any applicable vendor/user levies do not
      exceed $.85 per gallon average during any single heating season (October
      15th to April 15th) during the 1992-1997 period. In the event of an
      increase, $.0l per gallon shall equal $.25 per hour.

                                        Gyrodyne Company of America, Inc.

       1/18/94                          /s/ [ILLEGIBLE]
----------------------------            ----------------------------------------
Date                                    (Landlord)


                                        Carco Group, Inc.

       1/18/94                          /s/ Michael J. Giordano, Vice President
----------------------------            ----------------------------------------
Date                                    (Tenant)
<PAGE>
Page 1 of 21                                             Carco Group, Inc. LEASE


                                ADDENDUM TO LEASE

                                     Between

                        GYRODYNE COMPANY OF AMERICA, INC
                                   (Landlord)

                                       And

                                CARCO GROUP, INC.
                                    (Tenant)

SECTION I - Utilities and Services

1.    CUSTODIAL SERVICES - Landlord shall not provide any custodial services to
      the demised premises. Tenant will provide all custodial services at it
      sole cost and expense. Tenant shall not permit window cleaning or other
      exterior maintenance and/or janitorial service in and for the premises to
      be performed, except by such person(s) as shall be approved by Landlord
      and except during reasonable hours designated for such purposes by
      Landlord.

2.    PARKING - The Landlord will assign and the Tenant will have the use of 175
      parking spaces in the parking lot assigned to the demised premises.
      (Parking Lot # 17). Maintenance of parking areas and roads leading to the
      demised premises shall be the sole responsibility of the Landlord.

3.    ELECTRICITY - It is mutually agreed and understood that the demised
      premises is serviced by both LILCO metered electric services, and via
      Landlord's "house" meters. It is agreed that Tenant shall immediately
      register all LILCO meters, upon initial occupancy, in Tenant's name and
      henceforth pay any and all charges related thereto directly to LILCO.
      Additionally, the Tenant shall be billed, by the Landlord, on the basis of
      the kilowatt consumption and demand recorded by the "house" meters at the
      prevailing LILCO rate in effect at the time of the meter reading by the
      Landlord.

      Where Tenant shares consumption with another Tenant, Landlord will
      calculate Tenant's bill predicated on a pre-determined formula. Landlord
      agrees to provide Tenant with a monthly electric usage breakdown.

4.    LIGHT FIXTURES - The Landlord warrants that the overhead lighting fixtures
      including cool white fluorescent tubes shall be in good working condition
      at the time the Tenant commences initial occupancy of the demised premises
      and for one month thereafter. Subsequently, the Tenant shall be
      responsible, at its expense, for the replacement of tubes and/or ballasts.
      Tenant shall, at the end of tenancy, return to the Landlord all lighting
      fixtures with lamps and ballasts in good operating condition. Good
      operating condition is defined as ballasts not visibly leaking, no
      unusually loud noise emanating from the lighting fixture and lamps
      lighting without flickering. In the event Tenant vacates the premises and
      repairs/replacements are required, Landlord shall bill Tenant for any and
      all work performed on the lighting fixtures to restore them to their
      original condition less normal wear and tear.


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5.    PLUMBING FIXTURES - Landlord warrants that exposed piping and flushometers
      will be in good working condition at the time of occupancy under this
      Lease and for one month thereafter. Subsequently, Tenant will only be
      responsible, at its sole expense, for the maintenance of exposed piping
      and flushometers due to willful damage by Tenant, its agents, employees,
      guests or servants. Tenant shall, at the end of tenancy, return to
      Landlord all exposed pining and flushometers in good operating condition
      normal wear and tear excepted. In the event Tenant vacates the premises
      and repairs and replacements are required, Landlord shall bill Tenant for
      any and all work performed on the exposed piping and flushometers due to
      willful damage by Tenant, its agents, employees, guests or servants to
      restore them to their original condition less normal wear and tear.

6..   AIR CONDITIONING MAINTENANCE - It is agreed that the demised premises is
      served by four (4) split unit air conditioners designated as TRANE 1, 2,
      and 3, and LUXAIR 1 and as noted below. Landlord shall provide air
      conditioning and air conditioning maintenance services at a cost to Tenant
      of twelve thousand dollars ($12,000.00) per year payable each month.

      (a)   that Tenants work hours shall be deemed to be 8:00 A.M. to 12:00
            midnight Monday through Friday and 8:00 A.M. to 5:00 P.M. on
            Saturday and Sunday;

      (b)   for the purposes of this provision, the air conditioning season
            shall be from May 15th to September 15th annually.

      (c)   that Landlord shall be permitted, upon one week's notice to perform
            required regularly scheduled service on weekends which may interfere
            with Tenant's operations. Landlord's interruption of Tenant's
            operations will be held to an absolute minimum and scheduled early
            in the morning whenever practical;

      (d)   that it shall be fully recognized and understood that a portion of
            the demised premises designated as Suite 3A, because it lacks a drop
            ceiling is more sensitive to heat build-up, and therefore the
            differential between outside ambient conditions and internal
            temperatures may be less than the adjoining areas.

      (e)   that Landlord warrants and represents that it shall make every
            reasonable effort to provide Tenant with air conditioning
            maintenance services. In consideration thereof, Tenant shall have no
            recourse against Landlord, other than for gross negligence, for
            periods when service is not available other than for the specific
            dollar amount stipulated below for extra hours of service.

      In order for Landlord to be compensated for maintenance exposure and other
      liability incurred due to air conditioning usage in excess of the work
      hours stipulated above, Landlord reserves the right to reopen negotiations
      on the issue of air conditioning maintenance charges if hours of operation
      exceed those outlined herein. If air conditioning usage decreases to
      levels below those hours outlined herein, the air conditioning maintenance
      charge will be reduced on a prorata basis but in no event will the air
      conditioning maintenance charge be less than $9,500.00 per year. The air
      conditioning


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      maintenance charge will be adjusted annually to account for C.O.L.
      adjustments.

      It is further agreed, that these rates shall increase 6 1/2% annually,
      commencing on the first anniversary of this Lease. Excess usage charges
      shall be deemed additional rent and subject to all provisions pertaining
      thereto.

      Further, it is agreed that Landlord has supplied five (5) "window type
      (under 15,000 BTU)" air conditioning units for offices, and ONE (1)
      "through the (wall over 15,000 BTU)" air conditioning unit for the
      computer room, at its expense except as may otherwise be set forth herein.
      Landlord herewith agrees to use its best efforts to maintain said units
      during the lease term at no cost to the Tenant. Tenant warrants to
      restrict air conditioner use to hours of occupancy.

      Landlord shall inventory a compressor and spare parts relative to
      exercising best efforts to reduce time required to repair and/or replace
      air conditioner unit parts.

      Landlord further warrants that it will provide air conditioning to the
      demised premises at levels consistent with those established by applicable
      governmental regulations.

      At the time of execution of this Lease, the amounts of arrears owed to the
      Landlord from September 1, 1992 shall be computed and paid to the
      Landlord, in addition to all other obligations, over a period of twelve
      (12) months in equal monthly installments.

7.    HEAT - Landlord, at its expense, shall provide heat during "normal working
      hours": 6:00AM to 5:00PM Mondays through Fridays, except holidays, in
      accordance with Government guidelines. Heat provided during hours other
      than "normal working hours" will be provided in accordance with a separate
      letter agreement incorporated by reference and made part of this Lease.

      Domestic hot water is available during the regular heating season only,
      October 15th through April 15th of each year. During the non-heating
      season hot water will be provided via an electric hot water heater.
      Landlord will bill Tenant for electric use on a monthly basis.

6.    GARBAGE - Tenant will handle and dispose of all rubbish, debris, garbage,
      and waste from Tenant's operation, at its expense, in accordance with
      regulations established by Landlord and those of all governmental agencies
      having jurisdiction, and not permit the accumulation (unless in concealed
      metal containers), or burning, of any rubbish or garbage in, on, or about
      any part of Flowerfield, and not permit any garbage or rubbish to be
      collected or disposed of from the premises, except by Landlord's
      designated cartage company. All Tenant's garbage must be put in plastic
      bags, securely tied at the top, and placed in a dumpster located adjacent
      to Tenant's premises. Tenant shall maintain the area immediately
      surrounding the dumpster in a clean and orderly fashion. Cardboard must be
      separated from garbage and placed in the special containers designated for
      cardboard only. All cardboard boxes and shipping packaging must be
      "flattened" before being inserted into the designated receptacles.
      Landlord reserves the right to require Tenant to either increase the
      frequency of dumpster pickup or acquire


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      additional dumpster(s) for Tenant's use if Landlord deems Tenant is
      regularly generating waste materials in excess of the then current
      dumpster capacity.

      Additionally, Tenant shall not permit debris, waste materials, or garbage
      to collect in front of, around, alongside, or in back of the demised
      premises. Tenant shall at all times keep the apron immediately in front of
      the demised premises clean and orderly. In the event the Landlord deems
      the "housekeeping" inadequate, then the Landlord shall have the right to
      clean up the affected area and charge the Tenant for such cleanup.

      Tenant, at its own cost and expense shall keep the demised premises free
      from vermin, rodents, insects other than termites or anything of like,
      objectionable nature and snail employ only such vermin exterminating
      contractors as are approved by Landlord. In the event of Tenant's failure
      to keep the demised premises free from vermin, Landlord has the right, at
      Tenant's expense, and after prior notice to Tenant, to take all necessary
      or proper measures to eradicate any and all vermin from the demised
      premises.

      Industrial waste, such as metal chips, oils, solvents, chemicals, sheet
      metal, wood crates, pallets, etc. may not be placed in the dumpster. The
      Tenant, at its expense, must dispose of all industrial waste in
      conformance with New York State Environmental Conservation Law. Landlord
      shall have the right to demand and receive copies of bills of conveyance
      to a government certified and/or government registered carting company for
      environmentally sensitive and/or hazardous waste materials which were at
      any time at Flowerfield as a result of Tenant's operations.

      It is agreed that Tenant accumulates wooden pallets which must be removed
      and properly disposed of. Landlord will provide this service on a weekly
      basis for a per pallet fee of $7.00 per pallet removed.

9.    SEPTIC SYSTEM - It is mutually agreed and understood that a typical septic
      system for one of Landlord's buildings includes a soil line from the
      bathrooms to the septic tank, and an interconnect pipe(s) from the septic
      tank to either a distribution box or directly to one or more cesspools. It
      is agreed that the demised premises includes two sets of bathrooms which
      are for the exclusive use of the Tenant and that any and all expenses
      relating to repairs for stopped-up toilets, backed-up sinks, and/or
      clogged drains and soil lines shall be borne solely by the Tenant unless
      such repairs are attributable to the malfunctioning of the septic system
      due to structural constraints such as an age related reduction in usable
      capacity. Structural repairs to the soil line, interconnect pipe(s),
      distribution box, septic tank, or cesspool shall be borne solely by
      Landlord provided that such repairs were not caused by the negligence or
      misuse of the facilities by the Tenant. In that event, Tenant shall solely
      bear all costs.

      It is understood that all materials removed from commercial building
      cesspools by carters are tested for toxic chemicals by Suffolk County
      Department of Health. Tenant shall be required, on demand, to provide
      Landlord, within a reasonable period of time, a list of chemicals, if any,
      by quantity and composition used in Tenant's operation which are listed
      under Section 313 of the Superfund Amendments and Reauthorization Act
      (SARA).


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10.   FIRE PROTECTION EQUIPMENT - The Tenant shall be required to supply its own
      fire extinguishers of the appropriate size and classification consistent
      with the Smithtown Fire Code, ISO, and the Fire Insurance Underwriter
      Inspection regulations. Furthermore, the Tenant agrees to have said
      extinguishers periodically inspected, recharged and/or serviced as
      required, and tagged showing compliance to the aforesaid codes and
      regulations. Tenant is responsible for damage to adjoining premises caused
      by the operation of Tenants fire suppression system, installed subsequent
      to the onset of tenancy and exclusive of Landlord installed fire
      suppression system. For purposes of this paragraph damages are limited to
      the cost of restoring the adjoining premises to its original condition.

      In the event Tenant is requested to provide any of the local Fire
      Departments which have jurisdiction with a list of hazardous chemicals,
      Tenant shall provide same in an expeditious manner with a copy being given
      to the Landlord.

      The Landlord reserve the right to inspect the demised premises to assure
      Tenant compliance with this requirement and to insist upon strict
      adherence to the necessary procedures.

11.   HAZARDOUS MATERIALS - Tenant shall not bring, keep or use in or upon the
      demised premises of the building of which they form a part, any solvent
      having a flash point below 110F, nor shall any liquid which emits volatile
      vapors below the temperature of 100F be brought, kept or used in or upon
      the demised premises of the building except: If the process using such
      liquids shall be conducted in a room of fire resistant construction, as
      defined by the Fire Insurance Rating Organization. (FIRO) If more than one
      but not more than two gallons of such liquids are kept on the premises,
      they must be stored in safety cans and kept in a cabinet constructed by
      Tenant in a manner approved by the FIRO. Reasonable amounts in excess of
      ten gallons may be kept if they are stored in a vault constructed by
      Tenant in a manner approved by FIRO. Any use or storage of such liquids
      shall at all times be in accordance with the requirements of the FIRO,
      OSHA, NFPA, and the Fire Department Board of Fire Underwriters.

12.   DUST COLLECTION EQUIPMENT - In the event Tenant's operation generates
      airborne particles, such as sawdust, the Tenant shall be required to
      install and maintain a dust collection system acceptable to the Landlord
      in order to contain the dispersion of the generated dust. Tenant shall
      also be responsible for any cleanup maintenance required of the area
      immediately adjacent to the demised premises, which shall include
      hallways, foyers, and outside areas. Tenant shall be responsible, on a
      monthly basis, to clean and maintain any external doors which have been
      subjected to the accumulation of dust.

      Airborne particles such as vapor, generated by spraying glue, etc., will
      require the installation of proper ventilation, exhaust equipment, and
      explosion proof fixtures as required by Building Code Regulations. ALL
      EXHAUST SYSTEMS TO THE ATMOSPHERE REQUIRE THE APPROPRIATE FILTERS FOR THE
      SPECIFIC TYPE OF MATERIALS/VAPOR BEING VENTED.

13.   ALARM SYSTEM - In the event the demised premises has an existing Landlord
      owned alarm system, upon its election to utilize said alarm system, it
      shall


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      be the Tenant's sole financial responsibility to maintain the systems, to
      discharge all the financial obligations related thereto and return the
      system to Landlord in good operating condition.

      In the event Tenant desires to utilize an existing alarm system or install
      a leased or rented third party owned alarm system, then it is mutually
      agreed and understood that Tenant agrees to a minimum of $100.00 exit
      charge at the end of tenancy. Landlord has established this minimum charge
      predicated on past experience of damage done to doors, windows, walls,
      painted surfaces, and the required availability of Landlord's personnel
      when the third party vendor has to remove said system.

      In the event Tenant desires to install a Tenant owned alarm system,
      applicable exit charges, it any, would be assessed predicated on any
      damage found at the end of tenancy.

SECTION II - Repairs, Access, Forced Entry, and Right of Recovery

1.    STRUCTURAL REPAIRS - Notwithstanding terms and conditions contained in the
      second Covenant of the pre-printed portion of the Lease, the Landlord will
      be responsible for all structural repairs to the demised area, and for the
      maintenance of the exterior of the building in which the demised premises
      are located which repairs were not necessitated or otherwise caused by any
      act of the Tenant, its servants agents and/or employees, invitees,
      subtenants and/or licensees.

2.    MAINTENANCE OF EQUIPMENT AND FIXTURES - It is mutually agreed and
      understood that with respect to all equipment and fixtures as exists in
      the demised premises, the Tenant is responsible for maintaining same in
      safe working condition. Said equipment and fixtures are deemed to include
      light fixtures fire alarms, personnel and overhead doors, except door
      repairs due to settling effects of the demised premises and fire
      extinguishers. Tenant agrees to hold harmless, defend, and indemnify
      Landlord from any and all claims arising from direct, indirect or
      consequential injury or damage to any party, either personal or property,
      which injury or damage is the result of Tenant's failure to adequately
      maintain said equipment and/or fixtures.

3.    ACCESS FOR INGRESS AND EGRESS - The sidewalks, stoops, areas, entry,
      vestibules, passages, corridors, halls, elevators and stairways of the
      demised premises and common areas shall not be encumbered or obstructed by
      Tenant, its agents, clerks, servants or customers or be used by them for
      any other purpose than for ingress and egress to and from the demised
      premises. The demised premises may not be cluttered by boxes, garbage or
      other material. If Landlord directs that any of the foregoing items be
      removed from the demised premises, Tenant shall promptly comply with such
      direction provided such direction is reasonable.

4.    REPAIRS AND EMERGENCY ACCESS - Tenant shall permit Landlord and/or its
      designee to erect, use, maintain and repair pipes, cables, conduits,
      plumbing, vents and wires, in, to and through the premises, as and to the
      extent that Landlord may now or hereinafter deem to be necessary or
      appropriate for the proper operation and maintenance of the building in
      which the premises are located or any other portion of Flowerfield. All
      such work


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      shall be done, so far as practicable, in such manner as to avoid
      interference with Tenant's use of the premises. Notwithstanding anything
      else contained herein to the contrary, in the event of an emergency,
      Landlord may enter the premises of the Tenant immediately and Tenant shall
      cooperate with the Landlord in providing said immediate access.

5.    PRIVACY AND FORCED ENTRY - It is agreed and understood that if Tenant
      changes or adds additional locks to any entrance or egress from the
      demised premises, then Tenant shall provide Landlord with a key or a
      combination to be utilized for access purposes. All locks changed must be
      returned to the Landlord for re-installation, at Tenant's expense, at the
      end of tenancy. In the event a situation arises which in the opinion of
      the Landlord or Public Safety Officials (Police, Fire Dept., Code
      Enforcement, etc.) necessitates entrance to the premises during a period
      when Tenant is not available to provide access, and Tenant has not
      provided said key or combination, then any expenses resulting from damage
      to the premises required by a forced entry shall be borne solely by the
      Tenant. The addition of locks and/or security devices shall be deemed to
      be an alteration as defined under Section III of this Addendum, and
      therefore, subject to all the provisions governing alterations and
      reversion.

6.    MAINTENANCE BY LANDLORD DURING TENANCY AND TENANT'S RIGHT OF RECOVERY -
      Paragraph thirteen of the pre-printed portion of the Lease is hereby
      amended to add the following: "Tenant shall have no right of recovery
      against Landlord in the event of loss or damage to the property and/or
      business of the Tenant resulting from fire, or other casualty or cessation
      and/or interruption of Tenant's business due to repairs and/or compliance
      with mandated items required on the part of the Landlord unless loss or
      damage is caused by Landlord's negligence. Tenant hereby agrees to provide
      access to premises for Landlord to comply with its obligations as
      aforesaid, the time and duration of said access to be at the sole
      discretion of the Landlord who will proceed in as reasonable a manner as
      possible under the circumstances. It is hereby agreed that the Landlord's
      determination shall be conclusive and binding on all parties hereto."

7.    ACCESS AT END OF TENANCY - It is mutual1y agreed and understood that in
      order for Landlord to relet the premises to a new tenant on the first day
      of the month immediately following the vacation date stipulation in
      Section VI paragraph #1 of this addendum, Landlord shall require and be
      granted by Tenant, at times other than Tenant's normal period of operation
      in effect at the time on or about said vacation date, unhindered access to
      the demised premises during the last two weeks of tenancy for the express
      purpose of making repairs, which repairs shall include, but not be
      restricted to: dry wall patching, spackling, painting, floor cleaning,
      equipment servicing, pipe repairs, and HVAC maintenance. Landlord warrants
      that during the last two weeks of Tenancy it will deliver the demised
      premises clean and usable on each day during Tenant's normal period of
      operation.

SECTION III - Alterations

1.    CONSENT BY LANDLORD AND PERMITS - It is hereby covenanted and agreed that
      the Tenant shall not make alterations to any building(s) and/or property
      Tenant has rented or has been given access to by the Landlord without the
      express


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      written consent of the Landlord. In the event Tenant is authorized to make
      alterations, then Tenant shall be responsible for all permits and
      inspections as may be required by state and local building codes. If as a
      cause of Tenant's alterations and the governing ordinances shall require,
      Tenant shall secure as necessary, either a current Certificate of
      Occupancy or a Certificate of Conformance for the demised premises.

      (a)   CONTRACTORS - Prior to commencement of any work by or for Tenant,
            Tenant shall furnish Landlord certificates evidencing the existence
            of the following insurance:

            (1)   Worker's Compensation Insurance covering all persons employed
                  for such work and with respect to whom death or bodily injury
                  claims could be asserted against Landlord, Tenant or the
                  demised premises.

            (2)   General liability insurance naming Landlord its designees, and
                  Tenant as insureds, with limits of not less than $1,000,000 in
                  the event of bodily injury to one person and not less than
                  $2,000,000 in the event of bodily injury to any number of
                  persons in any one occurrence, and with limits of not less
                  than $100,000 for property damage. Tenant, at its sole cost
                  and expense, shall cause all such insurance to be maintained
                  at all times when the work to be performed for or by Tenant is
                  in progress. All such insurance shall be in a company
                  authorized to do business in New York, and all policies, or
                  certificates therefore, issued by the insurer and bearing
                  notations evidencing the payment of premiums, shall be
                  delivered to Landlord.

                  Tenant agrees to compensate Landlord for the purpose of
                  reviewing plans and Tenant shall pay for all reasonable costs
                  incurred resulting from such review and inspections as
                  Landlord may require.

            (3)   Licenses: Any and all licenses to perform work as required by
                  any and all municipalities, including, but not limited to
                  those required by the Town of Smithtown, County of Suffolk and
                  State of New York.

      (b)   ELECTRICAL SYSTEM - The Tenant shall not, under any circumstances,
            make changes to the existing electrical service servicing the
            premises, the internal wiring leading from the distribution
            box/boxes to overhead lights, wall outlets, buss ducts, etc.,
            without the prior written authorization of the Landlord. It is
            agreed that all electrical work shall be done by a licensed
            electrician and said work, at Landlord's sole discretion, may
            require Tenant to obtain New York Board of Fire Underwriter
            approval.

      (c)   CARPETING - If the Tenant elects to install carpeting to cover any
            floor section(s) of the premises, a water soluble glue must be used
            to prevent damage to the floor in the event said carpeting is
            subsequently removed. Any such damage shall be considered the fault
            of the Tenant who will be responsible for any and all incurred
            expenses to restore the floor to its original condition. In the
            event Tenant occupies the demised premises with a carpet already
            "in-place" which the Tenant finds acceptable, then, if required at
            the end of tenancy, disposal of the in-place carpet shall be deemed
            to be Tenant's responsibility as set forth above for new
            installations.


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      (d)   EXTERIOR ARCHITECTURE - Tenant shall not change (whether by
            alteration, replacement, rebuilding or otherwise) the exterior color
            and/or architectural treatment of the premises or of the building in
            which that same are located, or any part thereof.

      (e)   SIGNS - Notwithstanding terms and conditions contained in the third
            Covenant of the pre-printed portion of the Lease, Tenant shall be
            permitted to affix to the building an identification sign no larger
            than eight square feet of sign area provided the design, color, and
            composition are approved by the Landlord in writing. Tenant must
            submit a sketch or photo of the proposed sign for approval.
            Placement of the sign will be at the sole discretion of the
            Landlord. No other signs are permitted in, about, or on the
            Flowerfield Park grounds unless specifically approved in writing by
            the Landlord. Landlord reserves the right to remove any
            non-conforming sign(s) and Tenant agrees to indemnify Landlord
            against any claims for any damages arising either directly,
            indirectly, or consequentially from any acts of Landlord in regards
            to the removal of said non-conforming sign(s). Tenant waives any and
            all claims against Landlord for the removal of any non-conforming
            signs.

            Tenant shall be entitled to a name-location plate on the main
            directory sign at no cost to the Tenant. The plate shall be
            consistent with other plates on the sign in both overall size,
            color, and layout. In the event Landlord does not provide said
            plate. Tenant agrees that its only remedy shall be solely the cash
            value of the plate itself. Landlord's acceptance of any name for
            listing on the Flowerfield Park Directory will not be deemed, nor
            will it substitute for, Landlord's consent, as required by this
            Lease, if such covenants be applicable, to any sublease, assignment,
            or other occupancy of the demised premises.

      (f)   TRADE FIXTURES - It is mutually agreed and understood that Tenant
            has caused to be installed; assumed in place either by purchase,
            lease, rental, default, or other manner or otherwise has the
            exclusive use of the herein defined trade fixtures listed below but
            not restricted to the following:

                                    SHELVING

                   -----------------------------------------

            It is agreed that it shall be Tenant's sole financial responsibility
            to remove Tenant's trade fixtures as have been defined herein.
            Tenant shall be solely responsible for reverting the demised
            premises to its original condition after vacation at the end of
            tenancy unless Landlord has directed, in writing, that certain
            improvements associated with the installation of the trade fixtures
            are considered attached to the freehold and, therefore, property of
            the Landlord.

      (g)   REMOVAL AND REVERSION - It is further agreed that Tenant shall not
            remove or cause to be removed any fixtures, wiring, electrical
            panels, plumbing, fans,


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            equipment, water pipes, or any other installation that was "in
            place" in or about the demised premises at the onset of tenancy
            without the express written consent of the Landlord. Any and all
            improvements, changes, and/or additions to the demised premises
            shall be removed at Tenant's expense or left in place at the sole
            discretion of the Landlord. In no event may Tenant remove any
            electrical equipment that was in place in the demised premises prior
            to Tenant's tenancy.

            It is further agreed that if the herein defined lease shall be a
            successor to or in lieu of another lease between Landlord and Tenant
            for these demised premises and said prior lease would run
            continuously or concurrently if not terminated, it is understood
            that Landlord does not waive nor is Landlord diminished with respect
            to any claims for removal or reversion which may have been perfected
            by any prior leases as stipulated herein, by virtue of this lease.

SECTION IV - Use Restrictions

1.    ZONING - It is mutually agreed and understood that in the event the
      Tenant's use of the premises is held to be in violation of the Town or
      Local law or ordinances, the lease shall after Tenant has had a reasonable
      amount of time to cure the defect be considered and will be terminated by
      mutual consent and there shall be no further obligation on the part of
      either Landlord or Tenant.

      VARIANCE OR SPECIAL EXCEPTION - TENANT - In the event a variance or
      special exception is required by the zoning ordinances for the specific
      use provision or occupancy required by Tenant, any and all costs, such as
      filing and legal fees, related to the filing and/or securing of a variance
      or special exception shall be borne solely by the Tenant.

      VARIANCE OR SPECIAL EXCEPTION - LANDLORD - Landlord warrants to make
      available existing, on a best efforts basis, survey maps, building
      permits, Certificates of Occupancy, and other documents required by Tenant
      in its filing. There shall be no warranty, either express or implied, that
      documents, if any, tendered by Landlord shall be complete, ample, or
      sufficient for the purposes required by the Tenant. Landlord, at its sole
      discretion, may elect not to permit tenancy if restrictive covenants are
      attached to the variance or special exception such that observance of the
      restrictive covenants would negatively impact Landlord or other tenants at
      Flowerfield.

2.    SUBLET AND ASSIGNMENT - Tenant shall not assign this Lease without
      Landlord's written consent, which it shall not unreasonably withhold.
      Landlord shall not withhold such consent if the proposed time of
      assignee's financial standing and responsibility at the time of such
      proposed assignment is sufficient to give Landlord reasonable assurance of
      the payment of all rents and other amounts required under this Lease, and
      of compliance with all other terms, covenants, provisions, and conditions
      hereof upon such an assignment. Tenant shall thereafter be released from
      all liability arising or accruing hereunder except for latent defects not
      discovered by Landlord upon assignment, provided such assignee shall
      execute, acknowledge, and deliver to Landlord an assumption agreement, in
      form and substance satisfactory to it, whereby such assignee agrees to
      observe, perform and keep, all of the terms,


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      provisions, covenants, and conditions required to be observed, performed
      and kept as Tenant hereunder.

3.    NON-NUISANCE - The Tenant agrees to conduct its work operations within the
      demised premises in such manner as to be considered nuisance-free to other
      Tenants and the Landlord, and to perform good "housekeeping" practices in
      order to satisfactorily conform to the Town of Smithtown, County of
      Suffolk, and State of New York applicable laws and ordinances. As the
      demised premises will be subject to periodic, unannounced inspection by
      the Building, Environmental, and Fire Inspectors having the authority to
      cite any found violations which might have a detrimental effect on the
      Tenant, the Landlord, or other tenants' business operation or fire
      insurance premium rates, the Landlord reserves the right to conduct its
      own inspections and request the Tenant to take any required corrective
      action within a reasonable period of time. In the event the Tenant, upon
      receipt of a violation notice from Town, County, or State Officials; Fire
      Insurance Underwriter inspectors; or the Landlord, fails to correct the
      condition within a reasonable period of time, then the Tenant shall be
      considered to have violated the terms and conditions of this lease thus
      causing its termination as a contractual agreement between the Tenant and
      the Landlord.

4.    PAINT SPRAYING - Tenant and Landlord mutually agree that Tenant will not
      perform any paint spraying in the demised premises unless the Tenant has
      paint spray booth that meets Federal, State and Local safety and fire
      requirements and the express written consent of the Landlord. Further it
      is agreed that Tenant shall handle all flammable materials in a manner
      consistent with Local and State fire regulations, and will utilize the
      appropriate safety cans designed for specific flammable materials and a
      properly vented safety storage cabinet for the storage of flammable
      materials.

5.    ACTIVITY RESTRICTIONS - The Tenant further agrees that he will not engage
      in any of the following activities without the prior knowledge and written
      consent of the Landlord:

      (a)   No Fire Sale: Conduct or permit any fire, bankruptcy, auction, or
            "going out of business" sale (whether real or fictitious) in the
            premises, or utilize any unethical method of business operation.

      (b)   Not Use Building Apron: Use, or permit to be used, the sidewalk
            adjacent to, or any other space outside, the premises for display,
            sale or any other similar undertaking.

      (c)   Not Misuse Plumbing Facilities: Use the plumbing facilities for
            disposal of any materials destructive to the physical plumbing or
            facilities, whether through the utilization of so-called "disposal"
            or similar units or otherwise. The plumbing facilities shall include
            all interior drains and exterior cry wells, collection basins,
            sumps, and road drains. Not dispose of any materials that are
            environmentally unacceptable to the local, state or Federal
            governments. In the event the Tenant misuses any plumbing facility,
            the Landlord shall have the right to immediately have the affected
            facility properly cleaned and restored and charge the Tenant any and
            all associated costs.

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      (d)   No Liens: Subject any fixtures, furnishings or equipment in or on
            the premises and affixed to the realty, to any mortgages, liens,
            conditional sales agreements or encumbrances.

      (e)   Not damage the premises: Perform any act or carry on any practice
            which may damage, mar or deface the premises or any other part of
            Flowerfield. Damage shall also be construed as resin, epoxy
            materials, lacquer paints, glues, or any other material which may
            become affixed to Landlord's walls, floors, ceiling, and fixtures as
            a result of actions of Tenant and require special treatment for
            removal. Tenant shall be required, at its expense, to restore the
            demised premises to its original condition less normal wear and
            tear.

      (f)   Freight Handling Equipment: Use any fork-lift truck, tow, or any
            other machine for handling freight in the premises, unless the same
            equipment, if powered, be powered by electricity or propane.

      (g)   Not Exceed Floor Loads: Place a load on any floor in the interior
            delivery system, if any, or in the premises exceeding the floor load
            per square foot which such floor was designed to carry, or install,
            operate or maintain therein any heavy item of equipment, except in
            such manner as to achieve a proper distribution of the weight.

      (h)   Not Exceed Electrical Load: Install, operate, or maintain in the
            premises any electrical equipment which will overload the electrical
            system therein, or any part thereof, beyond its reasonable capacity
            for proper and safe operation as determined by Landlord in light of
            the overall system and requirements thereof in Flowerfield, or
            which does not bear Underwriter's approval.

      (i)   Not Tamper with LILCO or Landlord's "house" Electric Meters: Tenant
            is expressly prohibited from tampering with electric meters in any
            manner whatsoever which would alter the meter's measurement of
            electric use. Tenant will hold Landlord harmless from all civil
            claims, fines, and expenses and any criminal action resulting from
            tampering with electric meters.

SECTION V - Financial Obligations of Tenant - Escalators, Penalties, and
            Remedies

1.    RENT SECURITY - At the time this lease is signed by both parties, the
      Tenant shall pay to the Landlord the sum of $16,902.19 as the first
      month's rent and the additional sum of $18,100.00 "security" guaranteeing
      Tenant conformance to the terms and conditions of this lease. It is
      mutually agreed and understood that Tenant was required to maintain
      $18,100.00 security on deposit with the Landlord conforming to the terms
      and conditions of a lease ending FEBRUARY 29, 1992 as extended under its
      option provision. Tenant requests and Landlord agrees to apply the
      existing security, if any, to this lease. Tenant therefore shall pay the
      Landlord the shortfall of $-0- plus any outstanding security monies due
      under the prior lease which is the difference between the existing
      security and the new security required above.


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      Said security payment of $18,100.00 shall be deposited, by the Landlord,
      in an interest bearing account and henceforth, for the duration of the
      lease term, the Tenant shall receive, from the Landlord a return on said
      deposit at a rate not less than the current Chemical Bank, and/or its
      successor(s) passbook rate less .25% nor more than 8.0% per annum. Actual
      return to be determined by the current market rates as defined herein.
      Said payments to be made annually to the Tenant.

      The following schedule shall apply for the calculation of monthly interest
      rates which rate is based on the current annualized average monthly yield
      on money market accounts at Chemical Bank and Loan or its successors:

<TABLE>
<CAPTION>
           Money Market Average               Tenant Monthly Interest            Landlord
           Monthly Yield Annualized           Rate Accrued - annualized          Yield
           ------------------------           -------------------------          --------
<S>                                            <C>                            <C>
           Curr Money Market rate but not
           less than passbook to 5.50%           actual yield -.25%                 .25%
           From 5.501% to 6.7499%                    5.25%                     0.25 to 1.499%
           From 6.75 to 9.5%                   5.25%+curr yield-6.75%                1.5%
           From 9.501 and up                         8.00%                    curr yield-8.0%
</TABLE>

      It is agreed that on each anniversary date of this lease, Tenant shall be
      required to deposit additional security in the amount of the difference
      between the monthy rental rate in effect on the current anniversary date
      and the monthly rate in effect on the prior year's anniversary date.

      It is mutually agreed that the security money deposited with the Landlord
      is considered as a guarantee that the Tenant shall conform to all the
      covenants, addenda, terms and conditions of this lease. The security
      deposit or any part thereof may be applied by the Landlord with no prior
      notice to cure any default of Tenant under this lease and upon notice by
      Landlord of such application, the Tenant shall replenish the security
      deposit in full by promptly paying to the Landlord the amount so applied
      within ten days from receipt of said notice. It is further understood and
      agreed that the amount set forth in any notice as being the amount
      required by the Landlord to maintain the security deposit at the proper
      amount shall be deemed additional rent and failure to pay same shall be a
      default in the payment of additional rent resulting in the Landlord having
      the option to exercise all of its remedies pursuant to this agreement.

      Under no circumstances shall the security deposit be considered as an
      advance payment of the rent for the ending month(s) of this lease. Said
      deposit will be retained by the Landlord until after the Tenant has
      vacated the premises at which time the Landlord shall inspect the premises
      to determine if any damage has been caused by Tenant. If none exists, then
      the deposit will be returned to the Tenant, otherwise the deposit will be
      considered applicable to any necessary repairs to be made by Landlord,
      reasonable wear and tear excepted.

2.    (a)   FIRE INSURANCE - Notwithstanding Covenant Twenty-third of the
            pre-printed portion of this lease, it is understood and agreed that
            in the event the fire insurance premium on the demised building,
            where Tenant is renting a portion thereof, is raised by virtue of
            the business


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            conducted by the Tenant in the premises, the Tenant will pay the
            Landlord the amount of said increase.

      (b)   LIABILITY INSURANCE - Public Liability and Other Insurance: Tenant
            covenants to provide on or before the commencement of the demised
            term and to keep in force during the demised term a comprehensive
            liability policy of insurance, including property damage, insuring
            Tenant and Gyrodyne Company of America, Inc. as Landlord as an
            additional named insured under the policy against any liability for
            injury to persons and/or property and death of any person(s)
            occurring in on or about the premises, or any appurtenances thereto.
            Such policy or policies to be written by one or more responsible
            insurance companies authorized to do business by the State of New
            York satisfactory to Landlord and the limits of liability thereunder
            shall not be less than the amount of One Million ($1,000,000)
            dollars in respect to any one person injured or killed, not less
            than the amount of Two Million ($2,000,000) dollars in respect to
            any one accident, and not less than the amount of One Hundred
            Thousand ($100,000) dollars in respect to property damages.

            All such insurance may be carried under the blanket policy covering
            the premises and any other Tenant's properties. Tenant agrees to
            deliver to Landlord, at least fifteen (15) days prior to the time
            such insurance is first required to be carried by Tenant, and
            thereafter at least fifteen (15) days prior to the expiration of any
            such policy either a duplicate or a certificate and true copy of all
            policies procured by Tenant in compliance with its obligations
            hereunder, together with evidence of payment thereof and including
            an endorsement which states that such insurance may not be canceled,
            except upon ten (10) days written notice to Landlord and only
            designee(s) of Landlord, and complete waiver of all rights of
            subrogation against the Landlord, its' servants, agents and/or
            employees.

3.    BROKER - The Tenant warrants and represents that no broker unless
      otherwise set forth in this agreement and if one is set forth herein no
      other broker is involved in the negotiation of the lease, nor in any of
      the transactions connected therewith and agrees to indemnify and save
      harmless the Landlord from any claim for brokerage commissions due to acts
      of the Tenant.

4.    LEASE TERM AND ADJUSTMENTS - The term period of this lease shall be from
      SEPTEMBER 1, 1992 through AUGUST 31, 1997. The base annual rent for the
      first year of the lease term period shall be $202,826.28 payable in
      monthly installments of $16,902.19 each. Said rent being subject to
      adjustments as follows:

      (a)   REAL ESTATE TAXES - $25,814.00 ($1.05 x 24,585 sq.ft.) of the base
            annual rent is allocated to the Landlord's real estate tax on the
            "Flowerfield" property which includes Building #17 and the demised
            premises therein. It is agreed that if at any time the Town of
            Smithtown, N.Y. or the Town of Brookhaven levies a tax increase,
            whether in the form of a rate increase or assessment change on the
            property, which increase shall be effective during any portion of
            the lease term, then there will be an adjustment in the annual rent
            which will be computed on the basis of the percentage of tax change
            multiplied by the $25,814.00. The resultant, converted to a monthly
            charge, if in excess


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            of $.02/sqft, shall be added to the monthly rental rate in effect at
            that time; otherwise, a single building will be made during either
            January or February, annually, as applicable. Tenant shall receive
            annually from Landlord Landlord's computation for allocated real
            estate taxes. Landlord reserves the right to reallocate its tax
            distribution provided said reallocation does not increase Tenant's
            tax burden, other than as would otherwise be provided hereinbefore,
            during the then current or succeeding tax year.

      (b)   HEAT/FUEL OIL COST - The base annual rent includes the Landlord's
            cost for supplying heat to the demised premises. Said cost factor
            being set at the "peg" price of oil at $.85 per gallon (including
            NYS Sales Tax, NYS Use Tax, propane gas, associated electric costs,
            service and boiler insurance). Thus, if at any time after the
            commencement of this lease and the end of the lease term period, the
            cost per gallon of oil increases above the "peg" price, the rent
            will be adjusted at the rate of $.01 per year per square foot of
            space (24,585 sq.ft.) for each $.01 per gallon increase. This annual
            rent adjustment will be converted to a monthly charge and added to
            the rent in effect at that time.

      (c)   INSURANCE - The base annual rent includes the Landlord's cost for
            building, general liability, and related insurance. $11,309.00 ($.46
            x 24,585 sq.ft.) of the base annual rent is allocated to the
            Landlord's insurance requirements. The cost per square foot of $.46
            is predicated on a 164,413 sq.ft. rental base and a premium base of
            $75,900.68 for the current period. In the event in any lease year,
            the premium for Landlord's insurance requirements covering the
            leased premises increases over the premium amount in effect on the
            date of execution of this agreement, within ten (10) days from
            receipt of notification, the Tenant shall pay its proportionate
            share of said increase to the Landlord. Said obligation shall be
            deemed additional rent, and Tenant's proportionate share of said
            increase shall be computed on the basis of the percentage increase
            in insurance costs multiple by the $11,309.00. Notification by
            Landlord shall be deemed conclusive if sent in writing, setting
            forth the computations resulting in a statement as to Tenant's
            proportionate liability. Notwithstanding anything else contained
            herein to the contrary, this obligation of the Tenant shall remain
            in full force and effect even if the Landlord elects to self-insure
            provided the Landlord presents a statement in writing showing what
            the premium amount would be and the increase if the Landlord had
            elected not to self-insure.

      (d)   VOID

      (e)   VOID

      (f)   COST OF LIVING ADJUSTMENT - On each anniversary date of this lease,
            there will be a "Cost of Living (C.O.L.)" rent adjustment based upon
            a flat 6.5% increase per annum calculated on an initial anniversary
            date base of $144,806.28.

5.    SECURITY GUARDS - The Tenant hereby agrees that if in the Landlord's sole
      discretion, security services must be retained in order to protect and/or
      monitor the buildings and/or grounds wherein the demised premises are
      located, then and in that event the Tenant shall pay to the Landlord on a


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<PAGE>
Page 16 of 21                                            Carco Group, Inc. LEASE


      monthly basis its proportionate share of said expenses for security
      services. Landlord has determined that security services, if provided,
      during the 1993 calendar year, January 1st through December 31st, shall be
      assessed at the rate of $10.80 per month per 1,000 square feet of rented
      space based on a budgeted cost of $21,132.00 apportioned over a 164,413
      sq.ft. rental base. Tenant currently occupies 24,585 square feet of space
      which will result in an annualized charge of $3,196.00 ($.13 x 24,585
      sq.ft.) which amount shall be converted to a monthly charge and deemed
      additional rent. The computed square footage charge for security services
      shall be subject to a single annual adjustment on January 1st of each
      year.

6.    ACCOUNTING METHODS - It is understood and agreed that upon presentation to
      the Tenant of any computation with respect to rent, and/or additional
      rent, or utilities, or computations as to the amount of money to be paid
      by the Tenant concerning any obligation referred to in this lease to be
      performed by the Tenant, provided said computations are predicated upon
      reasonable accounting methods and procedures, then and in that event,
      computations of the Landlord shall be deemed conclusive and binding upon
      Tenant's obligation to make payments in accordance with those
      computations. In the event of a dispute regarding an amount computed by
      Landlord Tenant shall make such payment into the escrow account of
      Landlord's lawyer. Tenant will notify Landlord in writing of its intent to
      dispute the amount paid. All disputes regarding such computations will be
      resolved by arbitration under supervision of the Fourth District Court of
      Suffolk County.

7.    LATE PAYMENT PENALTIES - Rent and any other Tenant incurred charges
      appearing on the Landlord's monthly invoices are due and payable to the
      Landlord on the first day of each month. There will be a four day grace
      period through the fifth day of the month for the payment of such due
      bills. However any such unpaid bills after said date will be assessed at
      the late charge rate of $3.00 per day or 2% per month, whichever is
      higher, computed from the first day of the month in which said bill is
      due, to the date of payment to the Landlord. This late charge shall be
      cumulative and be deemed an additive to the rent for the month such due
      bill is issued. Late Charges run concurrently (for example: October and
      November rents are paid December 1st, therefore, a total late penalty of
      $273.00 would be applicable - $183.00 for the 61 days outstanding on the
      October rent and $90.00 for the 30 days outstanding on the November rent.)

      Tenant's post-dated check will be considered subject to the above
      assessment if the check date exceeds the above stated payment deadline.

      In the event a Tenant check fails bank clearance for any reason, the
      Landlord shall charge the Tenant with a $20.00 penalty fee to cover bank
      and administrative costs. If the Tenant fails to correct this deficiency
      and has not paid the Landlord the monies due by the tenth day of the
      month, then the late charge as set forth above shall be applicable.

      The Landlord's failure to demand or collect said late charges shall in no
      way be deemed a waiver of any right thereto or any other rights or
      remedies that the Landlord may have under the terms of this lease, by
      summary proceedings or otherwise.


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<PAGE>
Page 17 of 21                                            Carco Group, Inc. LEASE


      KEYS - Landlord shall provide Tenant keys to the demised premises. Upon
      receipt thereof, it will be the Tenant's responsibility to safeguard these
      items. The loss of a key(s) will entail a charge to cover its replacement.
      If such loss results in the necessity of replacing the lock, then a charge
      will be levied against the Tenant for such replacement cost. The charge
      for a lost key is Ten ($10.00) dollars; a door lock is Forty ($40.00)
      dollars.

      Key Number: TENANT SPECIAL         Number of Keys __________________

      Main Gate Keys:    ISSUED
      Lot #17 Gate Keys: ISSUED

8.    ADDITIONAL RENT - Any and all payments and/or expenses required to be paid
      by the Tenant shall be deemed additional rent and rent if same are due the
      Landlord or in the event the Landlord expends said monies on behalf of the
      Tenant for which the Tenant has an obligation to reimburse the Landlord.

9.    CESSATION OF UTILITIES - For the purposes of this covenant, utilities
      shall mean Heat and Electric. In the event of a dispute, Tenant shall have
      the right to remit to Landlord's designated escrow agent, solely and
      specifically those amounts which are in dispute, to be retained in escrow
      account until such dispute is resolved. It is the intent of this covenant
      that Tenant shall remit utility payments to the full extent of the
      undisputed amount. For instance in the case of an electric invoice, if a
      bill includes charges for lighting and air conditioning usage, and the
      dispute pertains specifically to the lighting charge, the remittance shall
      be in full for the air conditioning charge and that portion of the
      undisputed lighting charge. Further, if the dispute is predicated upon an
      applicable rate or distribution formula covering the entire bill, the
      escrow payment is restricted to the percentage or pro rate amount in
      dispute. Remittances conveyed to the escrow agent will halt the tolling of
      the grace period indefinitely as herein provided.

10.   NOTICES AND SERVICE OF PROCESS - Any notice or demand which under the
      terms of this lease or under any statute must or may be given or made by
      the parties hereto or legal documents including, but not limited to, those
      documents commencing legal action and/or proceedings shall be in writing
      and shall be deemed properly served upon both parties hereto if served
      personally or by mailing same through the U.S. mail to either the address
      of the Tenant as stated in the pre-printed portion of the lease or the
      initialed Tenant Fact Sheet or to any of the personal guarantors of said
      lease. If and when said service is made, both parties hereby waive any
      jurisdictional defects and/or claims of improper service.

11.   DEFAULT - Tenant hereby agrees that in the event Tenant breaches the terms
      and conditions of this lease for two consecutive monthly periods or three
      times in any 12 month period, same shall be deemed a default thereby
      permitting the Landlord, at its option to terminate this Lease as per the
      terms and conditions of said Lease provided Tenant has been given
      reasonable notice of said breach.

12.   RENT ACCELERATION - Anything herein to the contrary notwithstanding, the
      premises herein mentioned are demised for the whole term with the whole
      amount of rent herein reserved, due and payable at the time of the making
      of


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      this lease and the payment of rent in installments as herein provided is
      for the convenience of the Tenant only. If default by the Tenant in the
      making of any installment payment of rent occurs, then the whole of the
      rent reserved for the whole period shall then become due and payable to
      the Landlord without notice or demand. In connection with the proposed
      accelleration of rental payments contemplated under this clause, the
      Landlord agrees to forego any of the provisions based on Addendum Covenant
      Sections III(1)a, III(1)b, and IV(1), herein which by the language thereof
      whether with or without notice, allows the Landlord to either declare a
      default or a termination of the lease and agrees that it is the
      understanding of the parties hereto that before the rental acceleration
      clause hereinafter set forth shall be triggered there must be a judicial
      determination that the acts of commission and or omission are such that
      under the provisions of the lease these acts of commission or omission
      result in violation of the lease warranting termination of said lease and
      then and only then upon such judicial declaration or determination that
      there shall be a legal responsibility on the part of the Tenant to pay the
      amount of the entire residual rent for the stated term plus any other
      items of damage allowed in the judicial decree. It is further agreed that
      if so paid the Tenant may continue his occupancy of said premises for the
      balance of the lease term provided that acts of Tenant shall not have
      resulted in the invalidation of the existing Certificate of Occupancy/Use
      so that no Certificate of Occupancy Use can be secured for the demised
      premises during the balance of Tenant's lease term.

      It is therefore further agreed that upon the judicial determination or
      declaration that due to acts of commission or omission on the part of the
      Tenant, that the lease is terminated, the Tenant will pay forthwith to
      Landlord a sum equal to the entire amount of the rent stipulated in this
      lease for the residue due of the stated term plus any other sums then due
      hereunder.

13.   LANGUAGE PRECEDENCE - In the event of conflict between the pre-printed
      portion of this Lease and the Addendum hereto, the terms and conditions
      set forth in the Addendum shall control.

      HEADINGS - Headings used throughout this Lease are inserted for reference
      purposes only, and are not to be considered or taken into account in
      construing the terms or provisions of any covenant or paragraph hereof nor
      to be deemed in any way to qualify, modify or explain the effect of any
      such provisions or terms.

14.   ATTORNEY'S FEES - All parties agree that $500 is reasonable as an
      attorney's fees if the matter is resolved after service of Notice of
      Petition and Petition and receipt of Tenant's response and prior to
      appearing in court. In the event any further papers not associated with
      the above resolution must be prepared and/or further expenditure of time
      is required, then, and in that event, Landlord shall be entitled to
      additional reasonable legal fees over and above the sum of $500 at the
      agreed upon stipulated reasonable sum of $175 per hour.

15.   ADDRESS DESIGNATION - Landlord has the full right at any time to name and
      change the name of the building and property and to change the designated
      address of the building and property. The building and property may be
      named


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      after any person, firm or otherwise, whether or not the name is, or
      resembles, the name of a tenant of the building and property.

16.   RIGHT OF FIRST REFUSAL - SUITES #21 & #24 - If at any time during the term
      of this Lease, Landlord shall receive a bona fide offer from any person
      to rent the premises known as Suite #21 (aka, the paint booth annex)
      and/or Suite #24 (aka, the paint booth) in building #17, Landlord shall
      inform Tenant of the proposed offer and of Landlord's intention to accept
      same.

      Tenant shall have the right within 10 days to match the terms of said
      offer in writing and within 30 days to rent either or both suites, as
      applicable, for the terms specified. If Tenant does not elect to match the
      third party's offer within the ten day period specified herein, Landlord
      may rent the premises to other than Tenant.

      In the event Tenant does not execute the right of first refusal specified
      herein, such right shall be extinguished upon consummation of said Lease.

      This provision applies to all Leases including Lease between Landlord and
      corporations or divisions controlled by Landlord.

SECTION VI - Vacation and Abandonment

1.    HOLD-OVER - In the event this lease is not renewed and the Tenant has
      failed to vacate the premises prior to SEPTEMBER 1, 1997 then the Tenant
      agrees to pay the Landlord triple the monthly rent then applicable for
      each month or portion thereof that Tenant retains possession of the
      premises or any portion thereof, after the expiration or termination of
      this lease, and shall also pay all damages sustained by Landlord by reason
      of such retention of possession.

      In Addition, Tenant will also pay those other items of additional rent
      which would have been payable monthly pursuant to this lease, had this
      lease not expired.

      The provisions of this section shall not constitute a waiver by Landlord
      of any re-entry rights of the Landlord pursuant to other provisions
      contained herein or as provided by law. At the sole option of the
      Landlord, expressed by written notice to the Tenant, but not otherwise,
      such holding-over shall constitute a renewal of this lease for a period of
      one year on the terms and conditions herein set forth at triple the then
      current monthly rent. In the event the Landlord does not exercise said
      option, then as previously set forth, the Tenant shall pay the Landlord
      triple the then monthly rent during the hold-over period.

2     GUARANTEES - It is mutually agreed and understood that if Tenant after the
      conclusion of the hereinbefore defined lease term becomes a month-to-month
      tenant, a tenant at will, or a holdover tenant, all personal, business,
      and corporate guarantees applicable to the hereinbefore defined lease term
      shall unequivocal1y also apply to the extended lease term.

3.    (a)   ABANDONED PROPERTY - It is hereby understood and agreed that in the
            event the Tenant leaves any property on the demised premises for
            more


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            than fourteen days subsequent to the expiration of the within lease
            that said property is hereby deemed abandoned and the Landlord may
            dispose of said property at its option without any liability on the
            part of the Landlord. It is further understood and agreed that the
            Tenant waives any and all right, title and interest to said
            property, releases and waives any and all claims thereto and further
            agrees that the Tenant will be responsible to the Landlord for any
            and all expenses incurred by the Landlord concerning said property.

      (b)   UNAUTHORIZED VEHICLES - It is understood and agreed that in the
            event any vehicles of any parties, their servants, agents and/or
            employees, invitees, licensees, subtenants, etc., are improperly
            parked on the grounds of the Landlord, the Landlord is hereby
            granted express permission to take any and all necessary steps to
            remove said vehicles including but not limited to the towing of said
            vehicles. For the purpose of this paragraph "improperly parked"
            shall mean any vehicle parked in a loading zone; parked in an area
            designated with a sign as a no parking zone; parked in other than a
            designated parking lot, parked overnight without the express
            permission of the Landlord, or parked overnight in other than a
            fenced-in reserved parking area. Any and all expenses relating to
            the removal of said vehicles and/or the safeguarding of said
            vehicles, if the Landlord elects to do so, shall be the
            responsibility of either the owner of the vehicles or the applicable
            tenant whose business led to said vehicles being on the grounds of
            the Landlord and said parties hereby agree to immediately reimburse
            the Landlord for said expenses together with interest at the rate of
            2% per month and same shall constitute additional rent to which the
            failure to pay shall result in the Landlord exercising, at its
            option, any of the remedies provided for herein. The Tenant
            specifically waives any claim for damages arising from the removal
            of vehicles owned and/or operated by the Tenant, its servants,
            agents and/or employees and releases the Landlord from any such
            claims. In the event claims are made by third parties as a result of
            the removal of said vehicles or any damage caused to said vehicles,
            the Tenant hereby agrees to hold harmless, indemnify and defend the
            Landlord concerning said claims.

            In the event Tenant fails to comply with this provision, Tenant
            hereby appoints the Landlord as its Attorney in Fact, authorizing
            Landlord to execute all documents and take any action on behalf of
            Tenant to secure compliance herewith. Tenant hereby agrees that the
            exercising of said Power of Attorney by Landlord is proper and
            waives any and all claims concerning same.

            UNPLATED VEHICLES - It is agreed that motor vehicles without license
            plates constitute a special situation. Any unregistered motor
            vehicle parked on the Flowerfield premises will be subject to all
            the conditions herein above described and to a ten ($10.00) dollar
            per day parking fee effective after the first twenty-four hours of
            parking. In the event Tenant fails to comply with this provision,
            Tenant hereby appoints the Landlord as its Attorney in Fact,
            authorizing Landlord to execute all documents and take any action on
            behalf of Tenant to secure compliance herewith. Tenant hereby agrees
            that the exercising of said Power of Attorney by Landlord is proper
            and waives any and all claims concerning same.


Page 20 of 21                                            Carco Group, Inc. LEASE
<PAGE>
Page 21 of 21                                            Carco Group, Inc. LEASE


      (c)   WASTE - Tenant at expiration of Lease shall be solely liable for
            removal of any drums or containers over five gallons in addition to
            its other responsibilities. In the event the drums or containers are
            not removed, until such time that same are complied with, Tenant
            agrees not to demand return of any portion of its securities being
            held by Landlord. In addition thereto, the Tenant again appoints the
            Landlord as its Attorney in Fact to exercise any and all rights, and
            to execute any and all documents necessary to secure compliance with
            this provision. Tenant hereby approves of any actions taken by the
            Landlord pursuant to said Power of Attorney and waives any and all
            claims in relation thereto.

      (d)   ENTIRE AGREEMENT - This Lease with attached pre-printed portion and
            Addendums is the complete agreement between Tenant and Landlord in
            its entirety with respect to the premises leased herein and cannot
            be changed, modified or terminated orally. There are no
            representations, agreement arrangements or understandings oral or
            written, between Tenant and Landlord up to the date of this Lease,
            which are not fully contained herein.

                            GYRODYNE COMPANY OF AMERICA, INC.

9-28-93                     /s/ Joseph [ILLEGIBLE] Sec'y - Treas
------------------          -------------------------------------------
(Date)                      (Landlord)


                            CARCO GPOUP, INC.

9-28-93                     /s/ Michael J. [ILLEGIBLE], Vice President
------------------          -------------------------------------------
(Date)                      (Tenant)


Page 21 of 21                                            Carco Group, Inc. LEASE
<PAGE>

A 35--Lease, Business, Premises.                JULIUS BLUMBERG, INC., LAW BLANK
     Loft, Office or Store. 2-65                                      PUBLISHERS

This Lease made the 28th day of September 1993, between

      GYRODYNE COMPANY OF AMERICA, INC.

hereinafter referred to as LANDLORD, and

      CARCO GROUP, INC.

hereinafter jointly, severally and collectively referred to as TENANT.

      Witnesseth, that the Landlord hereby leases to the Tenant, and the Tenant
hereby hires and takes from the Landlord An area deemed to be approximately
24,585 square feet of space Industrial in the building known as 7 Flowerfield,
Suites 3,6,9,12, and 18 to be used and occupied by the Tenant AS ADMINISTRATIVE
HEADQUARTERS FOR CARCO GROUP, INC. and for no other purpose, for a term to
commence on SEPTEMBER 1, 1992, and to end on AUGUST 31, 1997, unless sooner
terminated as hereinafter provided, at the ANNUAL RENT of TWO HUNDRED TWO
THOUSAND EIGHT HUNDRED TWENTY-SIX DOLLARS AND TWENTY-EIGHT CENTS($202,826.28)
WHICH SHALL BE SUBJECT TO ADJUSTMENT PURSUANT TO THE COVENANTS HEREIN AND
ADDENDUM SECTION V, PARAGRAPHS 4(a),(b),(c) AND (f). $16,902.19 all payable in
equal monthly instalments in advance on the first day of each and every calendar
month during said term, except the first instalment, which shall be paid upon
the execution hereof.

      THE TENANT JOINTLY AND SEVERALLY COVENANTS:

      FIRST.--That the Tenant will pay the rent as above provided.

REPAIRS

ORDINANCES AND VIOLATIONS

ENTRY

INDEMNIFY LANDLORD

      SECOND.--That, throughout said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements to either; make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgments
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.

MOVING INJURY SURRENDER

NEGATIVE COVENANTS

OBSTRUCTION SIGNS

AIR CONDITIONING

      THIRD.--That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction
of the light, halls, stairway or entrances to the building, and will not erect
or inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribed without such approval, the Landlord may remove the same. No water
cooler, air conditioning unit or system or other apparatus shall be installed
or used without the prior written consent of Landlord.

      IT IS MUTUALLY COVENANTED AND AGREED, THAT

FIRE CLAUSE

      FOURTH.--If the demised premises shall be partially damaged by fire or
other cause without the fault or neglect of Tenant, Tenant's servants,
employees, agents, visitors or licensees, the damages shall be repaired by and
at the expense of Landlord and the rent until such repairs shall be made shall
be apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall he no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such decision, which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by lapse of time
upon the third day after such notice is given, and Tenant shall vacate the
demised premises and surrender the same to Landlord. If Tenant shall not be in
default under this lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real Property Law
and agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

EMINENT DOMAIN

      FIFTH.--If the whole or any part of the premises hereby demised shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required for such public purpose and without apportionment of
award, the Tenant hereby assigning to the Landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned.

LEASE NOT IN EFFECT

DEFAULTS

TEN DAY NOTICE

      SIXTH.--If, before the commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's property, or if
this lease or the estate of the Tenant hereunder be transferred or pass to or
devolve upon any other person or corporation, or if the Tenant shall default in
the performance of any agreement by the Tenant contained in any other lease to
the Tenant by the Landlord or by any corporation of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated and in that case, neither the Tenant nor anybody claiming under
the Tenant shall be entitled to go into possession of the demised premises. If
after the commencement of the term, any of the events mentioned above in this
subdivision shall occur, or if Tenant shall make default in fulfilling any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional rent" or if the demised premises become vacant or deserted, the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall continue to exist) the term under this
lease shall expire as fully and completely as if that day were the date herein
definitely fixed for the expiration of the term and the Tenant will then quit
and surrender the demised premises to the Landlord, but the Tenant shall remain
liable as hereinafter provided.

<PAGE>

RE-POSSESSION BY LANDLORD

RE-LETTING

WAIVER BY TENANT

      If the Tenant shall make default in the payment of the rent reserved
hereunder, or any item of "additional rent" herein mentioned, or any part of
either or in making any other payment herein provided for, or if the notice last
above provided for shall have been given and if the condition which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time thereafter, re-enter the demised
premises and remove all person and all or any property therefrom, either by
summary dispossess proceedings, or by any suitable action or proceeding at law,
or by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together with all
additions, alterations and improvements. In any such case or in the event that
this lease be "terminated" before the commencement of the term, as above
provided, the Landlord may either re-let the demised premises or any part or
parts thereof for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the agent of the
Tenant, and receive the rents therefor, applying the same first to the payment
of such expenses as the Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the term hereby
granted without releasing Tenant from any liability. In the event that the term
of this lease shall expire as above in this subdivision "Sixth" provided, or
terminate by summary proceedings or otherwise, and if the Landlord shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the premises be re-let, the Tenant shall remain liable for, and the Tenant
hereby agrees to pay to the Landlord, until the time when this lease would have
expired but for such termination or expiration, the equivalent of the amount of
all of the rent and "additional rent" reserved herein, less the avails of
reletting, if any, and the same shall be due and payable by the Tenant to the
Landlord on the several rent days above specified, that is, upon each of such
rent days the Tenant shall pay to the Landlord the amount of deficiency then
existing. The Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgment or warrant of any court or
judge, and the Tenant waives and will waive all right to trial by jury in any
summary proceedings hereafter instituted by the Landlord against the Tenant in
respect to the demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.

REMEDIES ARE CUMULATIVE

      In the event of a breach or threatened breach by the Tenant of any of the
covenants or provisions hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were not herein provided for.

LANDLORD MAY PERFORM

ADDITIONAL RENT

      SEVENTH.--If the Tenant shall make default in the performance of any
covenant herein contained, the Landlord may immediately, or at any time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of mechanic's lien be filed against the demised premises or against
premises of which the demised premises are part, for, or purporting to be for,
labor or material alleged to have been furnished, or to be furnished to or for
the Tenant at the demised premises, and if the Tenant shall fail to take such
action as shall cause such lien to be discharged within fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in the event of such deposit
or bonding proceedings, the Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water, electric current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the failure of the
Tenant to comply with any provision hereof, or in defending any such action,
shall be deemed to be "additional rent" for the demised premises, and shall be
due and payable by the Tenant to the Landlord on the first day of the next
following month, or, at the option of the Landlord, on the first day of any
succeeding month. The receipt by the Landlord of any instalment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" then due.

AS TO WAIVERS

      EIGHTH.--The failure of the Landlord to insist, in any one or more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach and no waiver by the Landlord of any provision hereof
shall be deemed to have been made unless expressed in writing and signed by the
Landlord. Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in writing by the
Landlord.

COLLECTION OF RENT FROM OTHERS

      NINTH.--If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than the Tenant the Landlord
may collect rent from the assignee, under-tenant or occupant, and apply the net
amount collected to the rent herein reserved, and no such collection shall be
deemed a waiver of the covenant herein against assignment and underletting, or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.

MORTGAGES

[VOID]

IMPROVEMENTS

      ELEVENTH.--All improvements made by the Tenant to or upon the demised
premises, except said trade fixtures, shall when made, at once be deemed to be
attached to the freehold, and become the property of the Landlord, and at the
end or other expiration of the term, shall be surrendered to the Landlord in as
good order and condition as they were when installed, reasonable wear and
damages by the elements excepted.

NOTICES

[VOID]

NO LIABILITY

      THIRTEENTH.--The Landlord shall not be liable for any failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for injury or damage to person or property caused by the elements or by
other tenants or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface, or from any other place, nor for interference with
light or other incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building,

NO ABATEMENT

      FOURTEENTH.--No diminution or abatement of rent, or other compensation
shall be claimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements to the building or to its appliances, nor for
any space taken to comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein expressly or
impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed
that there shall be no diminution or abatement of the rent, or any other
compensation, for interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations or repairs
desirable or necessary to be made or to inability or difficulty in securing
supplies or labor for the maintenance of such "service" or to some other cause,
not gross negligence on the part of the Landlord. No such interruption or
curtailment of any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in default in respect to the payment of rent. Neither shall there be any
abatement or diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed for the
commencement of the term, it being understood that rent shall, in any event,
commence to run at such date so above fixed.

RULES, ETC.

      FIFTEENTH.--The Landlord may prescribe and regulate the placing of safes,
machinery, quantities of merchandise and other things. The Landlord may also
prescribe and regulate which elevator and entrances shall be used by the
Tenant's employees, and for the Tenant's shipping. The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the preservation of good order therein. The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.

SHORING OF WALLS

[VOID]

VAULT SPACE

[VOID]

ENTRY

      EIGHTEENTH.--That during seven months prior to the expiration of the term
hereby granted, applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Landlord and the Landlord's agents
shall be permitted at any time during the term to visit and examine them at any
reasonable hour of the day, and workmen may enter at any time, when authorized
by the Landlord or the Landlord's agents, to make or facilitate repairs in any
part of the building; and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord reasonable care to the Tenant's
property) and without in any manner affecting the obligations and covenants of
this lease; it is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume, by reason
thereof, any responsibility or liability whatsoever for the care or supervision
of said premises, or any of the pipes, fixtures appliances or appurtenances
therein contained or therewith in any manner connected.

NO REPRESENTATIONS

      NINETEENTH.--The Landlord has made no representations or promises in
respect to said building or to the demised premises except those contained
herein, and those, if any, contained in some written communication to the
Tenant, signed by the Landlord. This instrument may not be changed, modified,
discharged or terminated orally.

ATTORNEY'S FEES

      TWENTIETH.--If the Tenant shall at any time be in default hereunder, and
if the Landlord shall institute an action or summary proceeding against the
Tenant based upon such default, then the Tenant will reimburse the Landlord for
the expense of attorneys' fees and disbursements thereby incurred by the
Landlord, so far as the same are reasonable in amount. Also so long as the
Tenant shall be a tenant hereunder the amount of such expenses shall be deemed
to be "additional rent" hereunder and shall be due from the Tenant to the
Landlord on the first day of the month following the incurring of such
respective expenses.

POSSESSION

      TWENTY-FIRST.--Landlord shall not be liable for failure to give possession
of the premises upon commencement date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason: in such event the
rent shall not commence until possession is given or is available, but the term
herein shall not be extended.

<PAGE>

THE TENANT FURTHER COVENANTS:

IF A FIRST FLOOR

[VOID]

INCREASED FIRE INSURANCE RATE

      TWENTY-THIRD.--If by reason of the conduct upon the demised premises of a
business not herein permitted, or if by reason of the improper or careless
conduct of any business upon or use of the demised premises, the fire insurance
rate shall at any time be higher than it otherwise would be, then the Tenant
will reimburse the Landlord, as additional rent hereunder, for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted, or because of
the improper or careless conduct of any business upon or use of the demised
premises, and will make such reimbursement upon the first day of the month
following such outlay by the Landlord; but this covenant shall not apply to a
premium for any period beyond the expiration date of this lease, first above
specified. In any action or proceeding wherein the Landlord and Tenant are
parties, a schedule or "make up" of rate for the building on the demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises, shall be prima
facie evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.

WATER RENT

SEWER

      TWENTY-FOURTH.--If a separate water meter be installed for the demised
premises, or any part thereof, the Tenant will keep the same in repair and pay
the charges made by the municipality or water supply company for or in respect
to the consumption of water, as and when bills therefor are rendered. If the
demised premises, or any part thereof, be supplied with water through a meter
which supplies other premises, the Tenant will pay to the Landlord, as and when
bills are rendered therefor, the Tenant's proportionate part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective charge according to floor area against all
of the rentable floor area in the building (exclusive of the basement) which
shall have been occupied during the period of the respective charges, taking
into account the period that each part of such area was occupied. Tenant agrees
to pay as additional rent the Tenant's proportionate part, determined as
aforesaid, of the sewer rent or charge imposed or assessed upon the building of
which the premises are a part.

ELECTRIC CURRENT

      TWENTY-FIFTH.--That the Tenant will purchase from the Landlord, if the
Landlord shall so desire, all electric current that the Tenant requires at the
demised premises, and will pay the Landlord for the same, as the amount of
consumption shall be indicated by the meter furnished therefor. The price for
said current shall be the same as that charged for consumption similar to that
of the Tenant by the company supplying electricity in the same community.
Payments shall be due as and when bills shall be rendered. The Tenant shall
comply with like rules, regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.

SPRINKLER SYSTEM

      TWENTY-SIXTH.--If there now is or shall be installed in said building a
"sprinkler system" the Tenant agrees to keep the appliances thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire Underwriters or the New York Fire Insurance Exchange or any bureau,
department or official of the State or local government requires or recommends
that any changes, modifications, alterations or additional sprinkler heads or
other equipment be made or supplied by reason of the Tenant's business, or the
location of partitions, trade fixtures, or other contents of the demised
premises, or if such changes, modifications, alterations, additional sprinkler
heads or other equipment in the demised premises are necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate as fixed by said Exchange, or by any Fire
Insurance Company, the Tenant will at the Tenant's own expense, promptly make
and supply such changes, modifications, alterations, additional sprinkler heads
or other equipment. As additional rent hereunder the Tenant will pay to the
Landlord, annually in advance, throughout the term $ a prorate portion 56.7%
toward the contract price for sprinkler supervisory service.

SECURITY

      TWENTY-SEVENTH.--The sum of see paragraph #1 of Addendum Section V
Dollars is deposited by the Tenant herein with the Landlord herein as security
for the faithful performance of all the covenants and conditions of the lease by
the said Tenant. If the Tenant faithfully performs all the covenants and
conditions on his part to be performed, then the sum deposited shall be returned
to said Tenant.

NUISANCE

      TWENTY-EIGHTH.--This lease is granted and accepted on the especially
understood and agreed condition that the Tenant will conduct his business in
such a manner, both as regards noise and kindred nuisances, as will in no wise
interfere with, annoy, or disturb any other tenants, in the conduct of their
several businesses, or the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential damages.

BROKERS COMMISSIONS

      TWENTY-NINTH.--The Landlord hereby recognizes NO BROKER as the broker who
negotiated and consummated this lease with the Tenant herein, and agrees that
if, as, and when the Tenant exercises the option, if any, contained herein to
renew this lease, or fails to exercise the option, if any, contained therein to
cancel this lease, the Landlord will pay to said broker a further commission in
accordance with the rules and commission rates of the Real Estate Board in the
community. A sale, transfer, or other disposition of the Landlord's interest in
said lease shall not operate to defeat the Landlord's obligation to pay the said
commission to the said broker. The Tenant herein hereby represents to the
Landlord that the said broker is the sole and only broker who negotiated and
consummated this lease with the Tenant.

WINDOW CLEANING

[VOID]

VALIDITY

      THIRTY-FIRST.--The invalidity or unenforceability of any provision of this
lease shall in no way affect the validity or enforceability of any other
provision hereof.

EXECUTION & DELIVERY OF LEASE

      THIRTY-SECOND.--In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.

EXTERIOR OF THE PREMISES

[VOID]

PLATE GLASS

      THIRTY-FOURTH.--The Landlord shall replace at the expense of the Tenant
any and all broken glass in the skylights, doors and walls in and about the
demised premises. The Landlord may insure and keep insured all plate glass in
the skylights, doors and walls in the demised premises, for and in the name of
the Landlord and bills for the premiums therefor shall be rendered by the
Landlord to the Tenant at such times as the Landlord may elect, and shall be due
from and payable by the Tenant when rendered, and the amount thereof shall be
deemed to be, and shall be paid as, additional rent.

WAR EMERGENCY

      THIRTY-FIFTH.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with a
National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

QUIET POSSESSION

      FIRST.--That if and so long as the Tenant pays the rent and "additional
rent" reserved hereby, and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises, subject, however,
to the terms of this lease, and to the mortgages above mentioned, provided
however, that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.

ELEVATOR HEAT

[VOID]

      And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties hereto and upon
their respective successors, heirs, executors and administrators.

      In Witness Whereof, the Landlord and Tenant have respectively signed and
sealed these presents the day and year first above written,


                                  /s/ Joseph [ILLEGIBLE], Sec'y - Treas
                                  --------------------------------------[L. S.]
                                                                      Landlord
                                  GYRODYNE COMPANY OF AMERICA, INC.

IN PRESENCE OF:


                                  /s/ Michael J. Giordano, Vice President
                                  --------------------------------------[L. S.]
                                                                        Tenant
                                  CARCO GROUP, INC.

<PAGE>

State of New York, County of                ss:

     On the           day of       19  , before me personally came
                  , to me known, who, being by me duly sworn, did depose and say
that he resides at                       ; that he is                         of
                    , the corporation described in and which executed the within
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.

State of New York, County of                ss:

     On the           day of       19  , before me personally came
                 , to me known, who, being by me duly sworn, did depose and say
that he resides at                              ; that he is        of

                    , the corporation described in and which executed the within
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.

State of New York, County of                ss:

     On the           day of        19  , before me personally came

to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged that he executed the same.

State of New York, County of                ss:

     On the           day of        19   , before me personally came
                        , subscribing witness to the foregoing instrument, with
whom I am personally acquainted, who, being by me duly sworn, did depose and
say, that he resided, at the time of the execution of said instrument, and
still resides, in                 that he is and then was acquainted with
                           , and knew             to be                     the
individual described in and who executed the foregoing instrument; and that he,
said subscribing witness, was present and saw              execute the same;
and that he, said witness, thereupon at the same time subscribed his name as
witness thereto.

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BUILDING _______________________________________________________________________

Premises________________________________________________________________________

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                                                                        Landlord

                                       to

                                                                          Tenant

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                                   L E A S E

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                                    GUARANTY

      In consideration of the letting of the premises within mentioned to the
Tenant within named, and of the sum of One Dollar, to the undersigned in hand
paid by the Landlord within named, the undersigned hereby guarantees to the
Landlord and to the heirs, successors and/or assigns of the Landlord, the
payment by the Tenant of the rent, within provided for, and the performance by
the Tenant of all of the provisions of the within lease. Notice of all defaults
is waived, and consent is hereby given to all extensions of time that any
Landlord may grant.

      Dated,                  19


                                            ______________________________L.S.

STATE OF NEW YORK       COUNTY OF SUFFOLK             ss:

      On this                day of                 , 19  , before me personally
appeared                        to me known and known to me to be the individual
described in and who executed the foregoing instrument, and duly acknowledged to
me that he executed the same.