Exhibit 99.2

         LEASE AGREEMENT

         between

         GYRODYNE COMPANY OF AMERICA, INC.

         and

         FLOWERFIELD CELEBRATIONS, INC.

         Dated:  November 11, 1996

<PAGE>

                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE
                                                                            ----
Preamble
ARTICLE  1 - Definitions                                                    7-11
ARTICLE  2 - The Premises                                                  12-13
ARTICLE  3 - Lease of the Premises and Grant of Access                     13-14
ARTICLE  4 - Use and Occupancy of Leasehold Premises                       14-15
ARTICLE  5 - Use of Access Area                                               15
ARTICLE  6 - Rent                                                          15-17
ARTICLE  7 - Additional Rent                                               17-23
             (a) Real Estate Taxes and Assessments
             (b) Operating Costs
ARTICLE  8 - Payment                                                       23-24
ARTICLE  9 - Books and Records                                             24-25
ARTICLE 10 - Rent Security                                                    25
ARTICLE 11 - Penalty for Nonpayment of Last Month's Rent                      26
ARTICLE 12 - Lease Term                                                       26
             (a) Initial Term
             (b) Renewal Term
             (c) Expiration Term
ARTICLE 13 - The Architect                                                    27
ARTICLE 14 - Financing the Leasehold Improvements                          27-28
ARTICLE 15 - Condition of Leasehold Premises and Flowerfield               28-29
ARTICLE 16 - Site Investigations                                              29
ARTICLE 17 - Title Search and Survey                                       29-31


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ARTICLE 18 - Common Utilities                                              31-32
ARTICLE 19 - Preexisting Conditions                                           32
ARTICLE 20 - The Project                                                   33-36
ARTICLE 21 - Construction Commencement                                     36-37
ARTICLE 22 - Excavation and Shoring                                        37-38
ARTICLE 23 - Quality of Construction and Fixtures                          38-39
ARTICLE 24 - Inspection Rights                                                39
ARTICLE 25 - Construction Liens and Completion                             39-40
ARTICLE 26 - Equipment Installations on Roof                               40-41
ARTICLE 27 - Insurance                                                     41-44
ARTICLE 28 - Right of First Refusal                                        44-46
ARTICLE 29 - Permitted Uses                                                46-48
ARTICLE 30 - Prohibited Uses                                               48-50
           - Pornographic Use
           - Number of Concurrent Events
           - Outdoor Music
           - Provisional Sound Abatement
ARTICLE 31 - Maintenance of the Leasehold Premises                         50-51
ARTICLE 32 - Required Maintenance Work                                     51-52
ARTICLE 33 - Damage or Destruction                                         52-53
ARTICLE 34 - Total Damage                                                     53
ARTICLE 35 - Alterations                                                      53
ARTICLE 36 - Demolition                                                    54-55
ARTICLE 37 - Signs                                                            55
ARTICLE 38 - Parking                                                       55-56
ARTICLE 39 - Electricity and Gas                                              56


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ARTICLE 40 - Water                                                         56-57
ARTICLE 41 - Garbage                                                       57-59
ARTICLE 42 - Sewage Treatment                                                 59
ARTICLE 43 - Waste                                                         59-60
ARTICLE 44 - Fire Protection Equipment                                        60
ARTICLE 45 - Hazardous Materials                                           60-61
ARTICLE 46 - The Ponds                                                     61-63
ARTICLE 47 - Compliance with the Americans with Disabilities Act              63
ARTICLE 48 - Alarm System                                                     63
ARTICLE 49 - Access for Ingress and Egress                                    64
ARTICLE 50 - Dates Reserved for Landlord Use                                  64
ARTICLE 51 - Privacy and Forced Entry                                      64-65
ARTICLE 52 - Activity Restrictions                                         65-66
ARTICLE 53 - Government Restrictions                                          66
ARTICLE 54 - Unauthorized Vehicles                                         66-67
ARTICLE 55 - Unplated Vehicles                                                67
ARTICLE 56 - Right To Show and Inspect The Leasehold Premises              67-68
ARTICLE 57 - Surrender of Possession                                       68-69
ARTICLE 58 - Total Condemnation of the Leasehold Premises                  69-71
ARTICLE 59 - Partial Condemnation of the Leasehold Premises                71-72
ARTICLE 60 - Indemnification                                               72-75
ARTICLE 61 - Quiet Enjoyment                                               75-76
ARTICLE 62 - Catering Exclusivity - Right of First Refusal                    76
ARTICLE 63 - Landlord's Representations                                    76-77
ARTICLE 64 - Tenant's Representations                                      77-78
ARTICLE 65 - Assignment                                                    78-81


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ARTICLE 66 - Mortgage of the Leasehold Estate                                 81
ARTICLE 67 - Subordination                                                 81-82
ARTICLE 68 - Attornment                                                       82
ARTICLE 69 - Short Form Lease                                              82-83
ARTICLE 70 - Brokerage Commissions                                            83
ARTICLE 71 - Insolvency of Tenant                                          83-84
ARTICLE 72 - Late Charges, Event of Default and Termination                84-88
ARTICLE 73 - Holdover                                                      88-89
ARTICLE 74 - Landlord's Self-Help Rights                                   89-90
ARTICLE 75 - Landlord and Tenant Certificates                              90-92
ARTICLE 76 - Exercise of Remedies                                             92
ARTICLE 77 - Waivers                                                       92-93
ARTICLE 78 - Lease Contingencies                                           93-94
             (a) Zoning Swap
             (b) Landlord Approvals
             (c) Government Approvals
ARTICLE 79 - Government Approval Delays                                       94
ARTICLE 80 - 1993 Lease Renewal Term                                          95
ARTICLE 81 - Waiver of Subrogation                                         95-96
ARTICLE 82 - Notices                                                       96-97
ARTICLE 83 - Interpretation                                                   97
ARTICLE 84 - Consent and Approvals                                            98
ARTICLE 85 - Partial Invalidity                                               98
ARTICLE 86 - Prior Agreements and Discussions                              98-99
ARTICLE 87 - Limited Liability                                            99-100
ARTICLE 88 - Exhibits                                                        100
ARTICLE 89 - Captions and Table of Contents                                  100


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ARTICLE 90 - Applicable Laws                                                 100
ARTICLE 91 - Binding Effect                                                  100
ARTICLE 92 - Amendments and Cancellation                                     101
ARTICLE 93 - No Third Party Beneficiaries                                    101
ARTICLE 94 - Separate Lease                                                  101
ARTICLE 95 - Counterpart Execution                                           101
Exhibit  A - Leasehold Premises and Access Area
Exhibit  B - Project Plans
Exhibit  C - Roof Installations
Exhibit  D - Trade Fixtures


                                                                   Page 6 of 103
<PAGE>

                                 LEASE AGREEMENT

      This Lease Agreement (the "Lease") dated November 11, 1996 is between
FLOWERFIELD CELEBRATIONS, INC. ("FCI") as "Tenant", having its principal place
of business at 80 Brown's River Road, Sayville, New York 11782 and GYRODYNE
COMPANY OF AMERICA, INC. ("GCA") as "Landlord", having its principal place of
business at 7 Flowerfield, Suite 28, Saint James, New York 11780. Landlord and
Tenant are collectively referred to herein as the "Parties".

      GCA is referred to in this Lease as "Landlord" unless and until it
transfers its "Reversionary Estate". Each "person", corporate or individual,
that owns the "Reversionary Estate" is referred to as "Landlord" during the
period of such ownership.

      FCI is the Tenant referred to in this Lease unless and until it assigns
the Lease. After a valid assignment in accordance with the terms of this Lease,
the assignee shall become the "Tenant" under this Lease and the assignor shall
no longer be the "Tenant".

ARTICLE 1 DEFINITIONS

      1. The term "Access Area" has the meaning ascribed to it in Article 3 of
this Lease.

      2. The term "Additional Rent" has the meaning ascribed to it in Articles
7, 32, 41 and 43, 52, 54, 55, 72, 73 and 74.

      3. The Term "Annual Adjustment" has the meaning ascribed to it in Article
6 of this Lease.

      4. The term "Applicable Laws" has the meaning ascribed to it in Article
17(c) of this Lease.


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      5. The term "Applicable Rate" has the meaning ascribed to it in Article 74
of this Lease.

      6. The term "Butler Building" means a steel frame building with glass
curtain walls located at the Leasehold Premises that houses a swimming pool and
plant-life.

      7. The term "Commencement Date" has the meaning ascribed to it in Article
12 of this Lease.

      8. The term "Courtyard Building" means the structure on the Leasehold
Premises that contains a kitchen, rest rooms, bar and banquet facilities.

      9. The term "Day Camp" means Landlord's tenant using and occupying certain
premises adjacent to the Leasehold Premises.

      10. The term "Emergency" means a condition that causes or, if permitted to
continue, is reasonably likely to cause injury or death to persons or
significant damage to property.

      11. The term "Event of Default" has the meaning ascribed to it in Article
72 of this Lease.

      12. The term "Excusable Delays" has the meaning ascribed to it in Article
21 of this Lease.

      13. The term "Expiration Date" means the date upon which this Lease
expires, in accordance with Article 12.

      14. The term "Flowerfield" means the entire 326 acre tract of real
property located in St. James/Stony Brook, New York, owned by Landlord of which
the Leasehold Premises are a part.

      15. The term "Government Approvals" has the meaning ascribed to it in
Article 20(b) of this Lease.

      16. The term "Holiday" means July 4, labor Day, Mother's Day, Valentine's
Day, Father's Day, New Year's Eve, Christmas Eve.

      17. The term "Impositions" has the meaning ascribed to it in Article 7 of
this Lease.


                                                                   Page 8 of 103
<PAGE>

      18. The term "Initial Term" has the meaning ascribed to it in Article 12
of this Lease.

      19. The term "Leasehold Estate" means Tenant's leasehold interest in the
Leasehold Premises under this Lease exclusive of the Reversionary Estate.

      20. The term "Leasehold Mortgagee" shall be defined as any lender of
Tenant its successors and assigns named in a mortgage of Tenant's Leasehold
Estate hereunder securing Tenant's debt obligations to such lender with a
mortgage or pledge of the Leasehold Estate.

      21. The term "Leasehold Improvements" means the existing structures and
improvements located at the Leasehold Premises (as defined herein), as of May 1,
1993, including the Courtyard Building, Butler Building, and the gazebo, but
excluding the Tent (as defined herein), and also includes the New Building to be
constructed on the Leasehold Premises that will replace the Tent.

      22. The term "Leasehold Premises" includes the part of the Overall
Premises (as defined herein) leased by Tenant including the Access Area, and has
the meaning ascribed to it in Article 2 of this Lease.

      23. The term "Lease Term" means the entire term that this Lease is in
effect during the Initial Term and, if exercised by Tenant pursuant to the terms
of this Lease, the Renewal Term (as defined herein).

      24. The term "Parkside Avenue Gate" has the meaning ascribed to it in
Article 30 of this Lease.

      25. The term "Major Construction Activities" means any major new
construction or alterations project, but does not include routine maintenance or
minor construction activities.

      26. The term "New Building" means a new permanent one story building,
constructed of concrete walls, approximately 7,500 square feet in size that will
be located at the Leasehold


                                                                   Page 9 of 103
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Premises, on the site of, and will replace, the Tent. The New Building does not
include Landlord's fee estate in the Leasehold Premises.

      27. The term "1993 Lease" means the Lease between GYRODYNE COMPANY OF
AMERICA, INC. as Landlord, and FLOWERFIELD CELEBRATIONS, INC. as Tenant, dated
June 16, 1993, as such lease is amended from time to time.

      28. The term "Overall Premises" has the meaning ascribed to it in Article
2 of this Lease.

      29. The term "Permitted Lien" means mechanics liens and other construction
and construction financing related liens of Tenant encumbering the New Building
and this Lease.

      30. The term "Project" means the renovation of the Butler Building and the
construction of the New Building including the landscaping plans and any other
ancillary improvements agreed to by the Parties therefor, to be performed by the
Tenant pursuant to the terms of this Lease.

      31. The term "Project Plans" means all drawings, plans and specifications
for Project.

      32. The term "Renewal Term" has the meaning ascribed to it in Article 12
of this Lease.

      33. The term "Rent" has the meaning ascribed to it in Article 6 of this
Lease.

      34. The term "Rent Adjustment Date" shall mean May 1 of each year during
the Lease.

      35. The term "Reversionary Estate" means Landlord's interest in the fee
estate of the Leasehold Premises and Access Area exclusive of Tenant's Leasehold
Estate under the terms of this Lease.

      36. The term "Scheduled Project Completion Date" means May 1, 1998.


                                                                  Page 10 of 103
<PAGE>

      37. The term "Site Investigations" has the meaning ascribed to it in
Article 16 of this Lease.

      38. The term "Ponds" has the meaning ascribed to it in Article 46 of this
Lease.

      39. The term "Tent" means the existing tent structure located on the
Leasehold Premises pursuant to the 1993 Lease, which will be replaced by the New
Building.

      40. The term "Town" means the Town of Smithtown.

      41. The term "Zoning Swap" means Landlord's pending application before the
Town of Smithtown Town Board for a change of zoning district classification of
part of the Leasehold Premises from residential zoning district classification
(R-43) to light industrial zoning district classification (LI).

ARTICLE 2 THE PREMISES

         The Landlord is the owner of Flowerfield which includes a certain piece
of real property located in the Town of Smithtown, County of Suffolk and State
of New York and more particularly described as part of a parcel currently
designated as in Suffolk County Tax Map District 800 Section 40, Block 2, Lot 15
(the "Overall Premises"),. Landlord shall lease to Tenant a parcel within the
Overall Premises with certain improvements erected thereon which is more
particularly described on a map attached hereto as Exhibit "A", and made a part
of this Lease in accordance with the terms of this Lease. The parcel is referred
to herein as the "Leasehold Premises".


                                                                  Page 11 of 103
<PAGE>

      The Leasehold Premises are leased subject to:

            a) The existing state of the title thereof as of the date of this
Lease.
            b) Any state of facts which an accurate survey shows.

            c) All zoning regulations, restrictions, rules and ordinances,
building restrictions and other laws and regulations now in effect or hereafter
adopted by any governmental authority having jurisdiction thereof, provided such
regulations, restrictions, rules and ordinances do not unreasonably prohibit
Tenant's use of the Premises as described herein.

            d) Easements, covenants and restrictions, of record, if any, to the
extent the same are in force and effect.

            e) The right to maintain existing vaults, vault spaces, areas,
pipes, water lines, conduit, sewerage lines, electric lines, fiber optic lines,
the locations of which are set forth in Exhibit "A".

            f) Condition and state of repair of the Leasehold Improvements as
the same exist as of the Commencement Date; provided, however that Landlord will
perform certain work in accordance with Article 19, of this Lease.

      Other than as set forth in this Lease, Landlord makes no representation or
warranty with respect to the condition of the Leasehold Premises or its fitness
or availability for any particular use other than as permitted by the zoning
thereof, and Landlord shall not be liable to Tenant for any patent or latent
structural defect therein, of which Landlord has received no notice, on or
before the Commencement Date hereof, from Tenant.

ARTICLE 3 LEASE OF THE PREMISES AND GRANT OF ACCESS

      Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the
Leasehold Premises together with the right to use in common with Landlord's
other tenants at Flowerfield, their


                                                                  Page 12 of 103
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invitees, customers and employees, those Access Areas hereafter described on a
map attached hereto as Exhibit "B" and made a part of this Lease.

      Landlord grants to Tenant access over and through the Access Areas to the
Leasehold Premises for ingress and egress, at all times during the Lease Term.
At all times Tenant's right of access for ingress and egress will be permitted
by use of a locked gate for which Tenant will be provided with keys for Tenant's
use 7 days each week, 24 hours each day, on foot or by motor vehicle for access
to the Leasehold Premises and to install and maintain utility wires, poles,
cables, conduits, pipes and related equipment under, on and over the Leasehold
Premises and Access Area, in accordance with this Article 3. Tenant will be
responsible to close and lock all gates which it has unlocked and opened in
order to access the Leasehold Premises. Tenant will cooperate with Landlord's
security guard personnel when Tenant seeks access to the Leasehold Premises. In
no event will Landlord be liable for its inability to provide access due to "an
act of God", including but not limited to severe inclement weather.

      In the event that Landlord and Landlord's agents, including any utility
supplier, exclusive of any independent action taken thereby, providing service
to the Leasehold Premises or any part of Flowerfield requires a temporary right
of access not identified herein, Landlord and Tenant will not unreasonably
withhold approval from each other for use of an additional temporary right of
way to either party for such purposes; provided, however, that Landlord
recognizes that, other than in an Emergency, the Leasehold Premises cannot be
disturbed by Landlord or any public utility if such disturbance will affect the
aesthetic features and quality of the Leasehold Premises during any function or
event held at the Leasehold Premises.


                                                                  Page 13 of 103
<PAGE>

      The Access Areas established by this Lease shall not be construed to
prohibit Tenant from using other Flowerfield access roads; provided the users
thereof comply with Landlord's rules and regulations therefor. Nothing contained
in this paragraph shall be construed to prohibit Landlord from permanently
closing any entrance to Flowerfield, other than Tenant's Parkside Avenue Gate.

ARTICLE 4 USE AND OCCUPANCY OF THE LEASEHOLD PREMISES

      Tenant shall use and occupy the Leasehold Premises and the Leasehold
Improvements as a catering/banquet/conference facility and for no other purpose
during the Lease term. Tenant is relieved of this obligation when it is unable
to meet its obligation due to no fault of Tenant (e.g., labor strikes, acts of
God).

ARTICLE 5 USE OF ACCESS AREA

      Use and occupancy of the Leasehold Premises shall include the use of the
Access Area in common with others, subject to the terms and conditions of this
Lease and subject to reasonable rules and regulations applicable to all tenants
of Flowerfield, for Access Area use as Landlord may prescribe from time to time.

ARTICLE 6 RENT

      During the Lease Term, Tenant will pay Rent to the Landlord in currency of
the United States of America, in the manner and at the address specified for
Landlord on page 1 or at such other address as designated from time to time by
Landlord. During the first two years of the Lease Term, Tenant shall pay an
annual rent of $285,000.00 in monthly installments of $23,750.00.

      On the second anniversary of the Commencement Date (May 1, 2000), and
annually thereafter during the Lease Term, (the "Rent


                                                                  Page 14 of 103
<PAGE>

Adjustment Date") the annual rent shall be adjusted (the "Annual Adjustment").
The Annual Adjustment shall be calculated as the amount (measured by and applied
to the annual rent as a percentage) by which the Consumer Price Index for all
Urban Consumers in the New York-Northern New Jersey-Long Island area as
determined by the Bureau of Labor Statistics (the "CPI-U") increased or
decreased over the preceding 12 month period ending the preceding March and
every succeeding March thereafter. For example: Assuming a Commencement Date of
May 1, 1998, if the CPI as of March 31, 2000 increased by 3% over the preceding
12 months, the annual rent as of May 1, 2000 would be increased to $293,550.00
payable in monthly installments of $24,462.50. The Annual Adjustment shall be
subject to a cap of 7.5%; provided however, that as of the seventh anniversary
of the Commencement Date (May 1, 2005), and every five years thereafter, the
annual rent shall be adjusted for any one year period in which the increase, or
decrease, as the case may be, in CPI-U exceeds 7.5%. In the event the
Commencement Date is not the first day of the month, the rent for such month
will be apportioned. In no event will the rent ever be adjusted for CPI-U
increases or decreases during the first two years of the Lease Term.

      Rent shall be paid without abatement, offset or deduction. Rent shall not
abate due to fire or other catastrophe except as provided in Article 34.

      Rent shall be paid to Landlord, without prior notice to Tenant, at its
principal office at 7 Flowerfield - Suite 28, Saint James, New York 11780 in
person or by mail or at any other address Landlord may designate by giving
written notice to Tenant.

      It is the purpose and intent of Landlord and Tenant that this Lease is a
net Lease and the net rent shall, except as otherwise provided in this Lease, be
absolutely net to Landlord.


                                                                  Page 15 of 103
<PAGE>

All costs, expenses and obligations of every kind and nature whatsoever relating
to the Leasehold Premises and the operating and maintenance thereof, except as
otherwise provided in this Lease, which arise and become due during the term of
this Lease are the Tenant's sole responsibility.

ARTICLE 7 ADDITIONAL RENT

      In addition to the Rent, Tenant shall pay to Landlord certain sums of
Additional Rent to the extent specifically set forth below to cover the Tenant's
proportionate share of certain Landlord-incurred costs (the "Additional Rent").
The Additional Rent shall be paid without notice, abatement, deduction or
setoff, except as otherwise set forth in this Lease. If Tenant fails to pay
Additional Rent, Landlord shall have all of the rights and remedies contained in
this Lease or provided by Applicable Law for the nonpayment of Rent. The items
for which the Tenant shall pay Additional Rent include and are limited to the
following:

      (a)   Real Estate Taxes and Assessments.

            Tenant shall pay or cause to be paid all "Impositions" which are
levied or assessed by the lawful taxing authorities against the land, buildings
and all other improvements at the Leasehold Premises, including but not limited
to Real Estate Taxes. "Impositions" shall mean the property taxes and
assessments imposed upon the Leasehold Premises, including County, School, Town
and Village Taxes and any and all other real estate taxes, assessments and
governmental levies and charges, general and special, ordinary and
extraordinary, unforeseen and foreseen, of any kind and nature whatsoever,
including but not limited to assessments for public improvements or benefits
against the land or building or improvements comprising the Leasehold Premises
and shall also include any government imposed


                                                                  Page 16 of 103
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interest and penalties on installment payments in connection with such
Impositions. The Parties may mutually agree to contest such Impositions and/or
negotiate with government authorities for a reduction of such Impositions.

            If due to a future change in the method of taxation, (i) any
franchise, income, profit or any other tax shall be levied against Landlord in
substitution for, or in lieu of, any tax which would otherwise constitute a real
estate tax, such income, franchise or profit tax shall be deemed to be an
Imposition for the purposes of this Lease but shall be calculated as if the
Leasehold Premises and Leasehold Improvements were the only buildings owned by
the Landlord, and Tenant shall be responsible for paying such tax; and/or (ii)
any real estate tax or other tax shall be levied against the Leasehold Premises
in substitution for any tax which would otherwise constitute an income,
franchise or profit tax assessable against Landlord, then Landlord shall be
responsible for paying such tax.

            If during the Lease Term the United States Government, the State of
New York or any political subdivision thereof, or any other authority possessing
jurisdiction and authority impose any tax, assessment, excise and or surcharge
of any kind or nature upon or against or with respect to all or any part of the
rent, as such term is defined by such authority, to be received by Landlord
under this Lease, such tax, assessment, excise and/or surcharge shall be deemed
to be included in the meaning of Impositions as defined herein; provided,
however, that such taxes, assessments, excises and surcharges shall not be
passed through to Tenant if such pass-through is prohibited by law.

            In the event there are any special assessments against the Leasehold
Premises, Landlord shall be deemed for purposes of this computation to elect to
pay those assessments over the


                                                                  Page 17 of 103
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longest period permitted by law and Tenant shall be only obligated to pay its
pro rata share of those installments which are due and payable during the Lease
Term.

            Upon execution of the Lease, Landlord will apply to the Town of
Smithtown Tax Assessor and the County of Suffolk, Real Property Tax Service
Agency to have the Leasehold Premises designated as a separate tax parcel for
purposes of real property tax assessment. Upon designation of the Leasehold
Premises as a separate tax parcel and Landlord's receipt of a real property tax
bill for the amount due for such Leasehold Premises, Landlord will bill Tenant
for the real property taxes for the Leasehold Premises as Additional Rent.

            Until such time as the County of Suffolk, Real Property Tax Service
Agency shall designate the Leasehold Premises as a separate tax parcel, Tenant
will pay before any fine, penalty, interest or cost may be added thereto for the
nonpayment thereof, provided Landlord delivers the tax bills to Tenant on a
timely basis, all of its pro rata share of property taxes, assessments and other
governmental charges, general and special, ordinary and extraordinary, foreseen
and unforeseen of any kind and nature whatsoever which at any time during this
Lease are assessed, levied, confirmed, imposed upon or become due and payable or
become a lien on the Leasehold Premises, or any part thereof or any appurtenance
thereto. Tenant's pro rata share of such taxes is $19,158.61 per year. This
amount represents the real property taxes attributed to the Leasehold Premises
as determined by the Parties for the 1995-1996 tax year.

            Tenant shall have the right to seek a reduction in the valuation of
the Leasehold Premises assessed for tax purposes and to prosecute any
corresponding action or proceeding even if such assessed valuation or valuations
shall in whole or in part relate


                                                                  Page 18 of 103
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and pertain to any period of time subsequent to the Expiration Date.

            Landlord shall not be required to join in any proceeding referred to
herein, but will reasonably cooperate with Tenant in its prosecution thereof.
Landlord shall not ultimately be subjected to any liability for the payment of
any costs or expenses in connection with any such proceeding or permit the same
to be brought in its name. Tenant shall indemnify and save harmless Landlord
from any such costs and expenses.

            Tenant shall be responsible for and shall pay, before delinquency
provided the corresponding bills are delivered on a timely basis, all other
municipal, county, state or federal taxes assessed against its (a) leasehold
interest, (b) right of occupancy or (c) personal property of any kind owned,
installed or used by Tenant, at the Leasehold Premises.

      (b)   Operating Costs.

            Landlord, at its cost and expense, will provide maintenance,
landscaping and snow removal services for the exterior Leasehold Premises,
Common Facilities and Access Areas.

            Tenant shall pay to Landlord, as Additional Rent, its proportionate
share of Landlord's Operating Costs as expressly set forth below. All costs
shall be reasonable and usual taking into account such factors as a reasonable
landlord would consider before making an expenditure.

            Grounds maintenance and landscaping shall be performed at regular
intervals as seasonal conditions require so as to enable the Tenant to operate
the Leasehold Premises as a first class banquet/catering/conference facility.
Snow shall be removed from the Access Area, Parking Lot and roads and driveways
in and about the Leasehold Premises so as to permit continued parking capability
and ingress and egress to and from the


                                                                  Page 19 of 103
<PAGE>

Leasehold Premises by Tenant, its employees, contractors and patrons and their
vendors. In the event that Landlord fails to provide these services, Tenant
shall notify Landlord of such failure as well as the time frame in which Tenant
requires such services to be performed to support its operations of the
Leasehold Premises. If Landlord thereafter fails to perform such services, after
reasonable notice, Tenant may arrange for and have such services performed, and
deduct the actual cost incurred therefor by Tenant from the next rent payment.

            Operating Costs shall mean the total annual costs and expenses
incurred for security guard services for the Leasehold Premises and painting,
maintenance, resurfacing and restriping of the parking lot at the Leasehold
Premises pursuant to the following:

      (i)   Security Guard Services. Landlord shall provide security guard
services for the Leasehold Premises on the following days and times:

      Sunday    8:30 p.m. through  Monday    12:30 a.m.
      Monday    8:30 p.m. through  Tuesday   12:30 a.m.
      Tuesday   8:30 p.m. through  Wednesday 12:30 a.m.
      Wednesday 8:30 p.m. through  Thursday  12:30 a.m.
      Thursday  8:30 p.m. through  Friday    12:30 a.m.
      Friday    8:30 p.m. through  Saturday   2:30 a.m.
      Saturday  8:30 p.m. through  Sunday     2:30 a.m.

      The Security Guard Service may, on occasion, vary its hours for providing
such service within one hour of the hours noted herein.

      The Leasehold Premises will be equipped with a detector timer and each
security guard on duty shall enter the Leasehold Premises at regular intervals
and activate the detector timer. The security service shall respond to all
emergencies at the Leasehold Premises and shall comply with Tenant's requests to


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<PAGE>

secure the Leasehold Premises and provide security assistance to Tenant's
employees and invitees during the hours noted herein. The Security Guard
Services cost is calculated as the function of what the square footage of the
Leasehold Premises bears to the entire square footage of all Flowerfield
improvements. Based on such costs and including the New Building, the estimated
monthly cost to Tenant for security services will be $500.00 as of the date of
this Lease.

      (ii) Parking Lot. Landlord shall, at its sole cost and expense, resurface
and restripe the parking lot. Landlord shall have two years from the
Commencement Date, but will in no event no sooner than one year, install a
minimum of a one inch coat of new asphalt on the entire parking lot and restripe
same at no cost to the Tenant. Pending installation of such asphalt and the
restriping, Landlord shall, at its cost and expense, maintain the parking lot.
Thereafter, the cost of maintaining the parking lot other than snow removal
shall be deemed an Operating Cost payable by Tenant as provided herein.

      Landlord will be responsible for any damages caused to the Leasehold
Premises and Access Areas in performing such maintenance, landscaping, snow
removal and security service.

ARTICLE 8 PAYMENT

      On or before April 1 of each year, Landlord shall advise Tenant in writing
of Tenant's estimated proportionate share of the Operating Costs for the
following 12 months of the Lease Term (May 1 through April 30), and Tenant shall
pay such proportionate share of its Operating Costs as Additional Rent, in equal
monthly installments, in advance, on the first day of each month, without any
offset or deduction and without prior demand therefor. The Operating Costs shall
be periodically revised by Landlord as actual additional or decreased costs are
incurred, in equal


                                                                  Page 21 of 103
<PAGE>

monthly installments, such new rates being applied to any months for which the
rental shall have already been paid which are so affected by the costs referred
to, as well as the unexpired months of the current 12 month billing period, the
adjustment for the then expired months to be made at the payment of the next
succeeding monthly rental, all subject to adjustment when the actual costs for
such 12 month period are finally determined, as well as being subject to final
adjustment as of the Expiration Date. The requirement for such adjustment shall
survive the Expiration Date.

      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. Landlord and Tenant 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 Leasehold Premises due to an Event of Default
pursuant to this Lease.

      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 nonpayment and shall remain grounds


                                                                  Page 22 of 103
<PAGE>

for a default declaration by Landlord. Subject to the provisions of Article 9 of
this Lease, unless Tenant provides a written notice to Landlord of a billing
dispute at the time of remittance of the disputed amount, Tenant waives all
rights to the corresponding claim for the disputed amount.

ARTICLE 9 BOOKS AND RECORDS

      For Tenant's protection, Landlord shall maintain books of account which
shall be open to Tenant and its representatives to review and audit at
reasonable times upon reasonable notice to Landlord for the limited purpose of
enabling Tenant to confirm that such Operating Costs and taxes have in fact been
paid or incurred.

      Although Tenant is permitted to retain auditors to conduct such review and
audit, Tenant is specifically prohibited from hiring auditors to review Landlord
books and records that charge contingency fees based on their ability to find
discrepancies in Operating Cost calculations.

ARTICLE 10 RENT SECURITY

      So long as Tenant is liable for the performance of the terms, conditions,
covenants and addenda of this Lease, Landlord waives any requirement under this
Lease for rent security.

      In the event of an assignment of this Lease, however, Landlord reserves
the right to receive a Security Deposit from the assignee in an amount equal to
one month's rent as of the time of such assignment (the "Security Deposit").

      Under no circumstances, unless otherwise agreed to by the Landlord and the
assignee, shall the Security Deposit be considered as an advance payment of the
last month's rent under this Lease. The Security Deposit will be retained by
Landlord until after assignee has vacated the Leasehold Premises at which


                                                                  Page 23 of 103
<PAGE>

time Landlord shall inspect the Leasehold Premises to determine if any damage
other than normal wear and tear has been caused by assignee. If no such damage
exists, and assignee has satisfied all of its obligations to pay Rent and
Additional Rent under this Lease, then the Security Deposit will be returned to
assignee; otherwise, the Security Deposit will be applied to the actual cost of
any repairs made by Landlord.

ARTICLE 11 PENALTY FOR NONPAYMENT OF LAST MONTH'S RENT

      In the event Tenant fails to pay the last month's rent due under this
Lease, Tenant agrees to pay liquidated damages in an amount equal to an
additional month's rent plus the reasonable expenses necessarily incurred by
Landlord to seek payment if such rent.

ARTICLE 12 LEASE TERM

      (a) Initial Term. Subject to the provisions of Article 79, the Initial
Term shall begin on May 1, 1998 at 12:01 a.m. (the "Commencement Date") and
expire on the 33rd anniversary of the Commencement Date, May 1, 2031 at 12:01
a.m.

      (b) Renewal Term. Tenant has an option to extend the Lease Term beginning
at the expiration of the Initial Term and expiring on the 48th anniversary of
the Commencement Date, May 1, 2046 at 12:01 a.m. Tenant shall notify Landlord in
writing of Tenant's intent to exercise the Renewal Term option no less than 12
months or more than 48 months prior to the expiration of the Initial Term. Time
is of the essence as to notification hereunder.

      (c) Expiration Date. The Expiration Date of this Lease shall be the date
this Lease expires, either after the expiration of the Initial Term or the
Renewal Term, as the case may be; provided, however, that if this Lease is
sooner canceled or terminated pursuant to the terms hereof, then the Expiration
Date


                                                                  Page 24 of 103
<PAGE>

shall be such date of cancellation or termination (the "Expiration Date").

ARTICLE 13 THE ARCHITECT

      Tenant will retain a "Project Architect" with respect to the design and
construction supervision of the Leasehold Improvements and any Major
Construction Activities. The Project Architect must be reasonably satisfactory
to Landlord. Tenant will inform Landlord of the name and principal place of
business of the Project Architect.

      If Tenant, for any reason, terminates the Project Architect, Tenant shall
select a new Project Architect and Tenant shall give Landlord notice of such
selection within five days thereof, which Project Architect must be reasonably
satisfactory to Landlord. In addition, Tenant shall provide Landlord with the
name and principal place of business of the new Project Architect.

      The Project Architect will be directed by Tenant to reasonably cooperate
with Landlord in the development of the Project Plans.

ARTICLE 14 FINANCING THE LEASEHOLD IMPROVEMENTS

      Tenant has the right to finance the design and construction/renovation of
the Leasehold Improvements through a third party lender. In the event that
Tenant elects to secure such third party financing, Tenant has the right to
pledge the New Building, exclusive of Landlord's fee estate in the Leasehold
Premises, its Leasehold Estate and all of its furniture, fixtures and equipment
at the Leasehold Premises as security for such third party financing, as is
customarily required for same. Tenant shall have no right to otherwise mortgage
the Leasehold Premises. Landlord shall reasonably cooperate with Tenant and


                                                                  Page 25 of 103
<PAGE>

its third party lender(s) in effecting such financing; provided that Landlord is
not required to subordinate its fee interest to the Tenant's mortgage. Tenant
recognizes that any loan secured by the Leasehold Estate shall be subordinate to
Landlord's right to mortgage the Leasehold Premises or any part thereof other
than the New Building and Tenant's furniture, fixtures and equipment pursuant to
this Article 14.

ARTICLE 15 CONDITION OF LEASEHOLD PREMISES AND FLOWERFIELD

      Tenant acknowledges that it has thoroughly inspected the Leasehold
Premises and accepts them in "as is" condition and Landlord makes absolutely no
warranties or representations regarding the condition of the Leasehold Premises,
except as otherwise contained in Article ___ of this Lease.

      Landlord shall not be required to make any alterations, improvements or
repairs to the Leasehold Premises except as otherwise set forth in Articles 7(b)
and 19 of this Lease; provided, however, that Landlord will maintain the Access
Area and the Flowerfield premises that are adjacent to or in plain view of the
Leasehold Premises in good order and in good structural and aesthetic repair,
comparable to their state of order/repair as of the date of this Lease. Landlord
may increase, reduce, change the number, dimensions, levels or locations of
walks, roadways, buildings and parking areas in any manner whatsoever on any
part of Flowerfield exclusive of the Leasehold Premises, as Landlord shall deem
proper, and in accordance with Applicable Laws, provided; however, that
Flowerfield aesthetics which are in plain view from the Leasehold Premises are
not materially impaired (e.g., the installation of a road running along
Landlord's side of Pond 1 and/or Pond 2 would be improper and unacceptable).


                                                                  Page 26 of 103
<PAGE>

ARTICLE 16 SITE INVESTIGATIONS

      The Parties acknowledge that the Tenant presently occupies certain
premises and enjoys other rights of use and access at the Overall Premises and
Access Areas, pursuant to the 1993 Lease. The Tenant has the right to conduct
testing and site investigations including taking measurements, conducting
inspections, making boundary and topographical surveys, conducting geotechnical
and other studies, test borings, drainage studies and other studies prior to the
Commencement Date to determine whether the Leasehold Premises may be developed
and used in a manner consistent with Tenant's business purposes (the "Site
Investigations"). The right to conduct Site Investigations includes the right to
gather information with respect to the availability of utilities for the
Leasehold Improvements. The Site Investigations shall be conducted with due
concern for existing activities being conducted on the adjacent premises and the
adjacent improvements and shall not unreasonably interfere with such activities.
Tenant shall take appropriate safety precautions to avoid the creation or
maintenance of hazards from the Site Investigations.

ARTICLE 17 TITLE SEARCH AND SURVEY

      (a) Title Search. Upon the Parties' execution of this Lease, Tenant, at
its cost and expense, may order a title search, for the Overall Premises and
Access Areas. Landlord, at its cost and expense, shall provide Tenant with a
survey for the Leasehold Premises.

      (b) Title Conditions. If the title search reveals any conditions, liens,
easements, restrictions, encroachments, overlaps or other rights or grants which
Tenant deems to be unsuitable or that will interfere with Tenant's use and
enjoyment


                                                                  Page 27 of 103
<PAGE>

of the Leasehold Premises, Tenant shall so advise Landlord within ten days of
Tenant's receipt of the title report, and Landlord will have the option of
removing such conditions, liens, easements, restrictions, encroachments,
overlaps or other rights or grants, or either party may cancel the Lease with no
further obligation of Landlord or Tenant; provided however, that if the cost of
such removal is $100,000.00 or less, Landlord shall remove such conditions at
its expense. If the cost of such removal exceeds $100,000.00, and Landlord
elects not to remove such conditions, Tenant may elect to waive the condition or
conditions that cause the removal cost to exceed $100,000.00 or to pay the
amount that exceeds $100,000.00 to remove the conditions affecting title. If
Tenant does not elect to waive such condition(s) or expend such sum, either
party may cancel this Lease, and Landlord shall reimburse Tenant for the cost
incurred by Tenant for the title search.

      (c) Violations. If there are any violations adversely affecting Tenant's
use or occupancy of the Leasehold Premises, including violations of any
environmental, land use or other governmental laws, ordinances, rules,
regulations, directives, policies or judicial determinations and Applicable Laws
related to the Leasehold Premises, as of the date hereof caused by the Landlord
or its other tenants, Landlord shall have the option to remove same or if
Landlord elects not to remove same either party may cancel the Lease with no
further obligation to the other party; provided however, that if the cost of
such removal is $100,000.00 or less, Landlord shall remove such violations at
its expense. If the cost of such removal exceeds $100,000.00, and Landlord
elects not to remove such conditions, Tenant may elect to waive the violation or
violations that cause the removal cost to exceed $100,000.00 or to pay the
amount that exceeds $100,000.00 to remove such violations. If Tenant does not
elect


                                                                  Page 28 of 103
<PAGE>

to waive such violation(s) or expend such sum, either party may cancel this
Lease, and Landlord shall reimburse Tenant for the cost incurred by Tenant for
the title search. Landlord shall have an unconditional obligation to cure any
violations adversely affecting Tenant's use or occupancy of the Leasehold
Premises including any violations of any environmental, land use or other
governmental laws, ordinances, rules, regulations, directives, policies or
judicial determinations and Applicable Laws caused by Landlord which may arise
after the date hereof.

ARTICLE 18 COMMON UTILITIES

      Landlord has the right, subject to provisions herein, to require Tenant in
its capacity as a tenant or as a prospective purchaser of the Leasehold
Premises, as the case may be, to participate in Landlord's planned systems for
providing certain utility services to tenants of the Flowerfield property. These
services may include, but may not be limited to, water, electricity, cartage,
sewerage treatment and fiber optic, cable or direct satellite television and
other communications systems. Tenant will only be required to participate in
such services if Tenant requires such service and if Landlord can provide
reliability that is comparable to Tenant's existing suppliers and is able to
provide such services at rates that are equal to or less than the rates being
paid by or otherwise available to Tenant. Landlord's decision not to provide any
such services to Tenant will not be a breach of this Lease.

ARTICLE 19 PREEXISTING CONDITIONS

      Landlord, at its sole cost and expense, shall repair the leaking roof in
the Courtyard Building and increase the drainage capacity of the storm drains in
the driveway on the Leasehold Premises by installation of a 12 inch storm drain
pipe from the

                                                                  Page 29 of 103
<PAGE>

catch basin to Pond 1 to divert storm water runoff that collects on and floods
the driveway. Landlord shall repair the roof of the Courtyard Building to
prevent leaks within three months of the date hereof. Landlord shall increase
the drainage capacity of the driveway in conjunction with Tenant's construction
of the New Building.

      The Landlord will be responsible for all environmental conditions at the
Leasehold Premises existing prior to the 1993 Lease Term or otherwise caused by
Landlord, including but not limited to, the abatement, storage, removal,
encapsulation, etc. of asbestos and other hazardous, toxic and regulated
materials at the Leasehold Premises as required by government agencies and
applicable law except for those materials brought to the Leasehold Premises by
the Tenant, its agents, contractors and employees or damage caused to the
encapsulated asbestos by Tenant.

ARTICLE 20 THE PROJECT

      (a) Generally. The Project is an essential component of this Lease, and
subject to Landlord's review of the Project Plans, Landlord has a conceptual
understanding of the Project and consents to Tenant's undertaking thereof. The
Parties recognize that in order to meet the Scheduled Project Completion Date,
the Parties will need to prioritize the processing of the Project Plans,
applications for Government Approvals and other Project documents. The
development of the Project will be governed, as between the Parties, pursuant to
the terms of this Lease.

      (b) Project Design. Promptly after the execution of this Lease, the Tenant
will begin the process of designing the Project by commissioning its Project
Architect to begin work, and preparing applications to the appropriate
government authorities, including but not limited to, the Town Board, Planning
Board,


                                                                  Page 30 of 103
<PAGE>

Board of Zoning Appeals and Building Department of the Town; the Suffolk
County Department of Health, and the New York State Department of Environmental
Conservation for required site plan approval, variances and building permits and
other required approvals (the "Government Approvals"). Tenant will submit the
Project Plans to Landlord for its approval, prior to submitting same for
Government Approvals. The Landlord may require Tenant to add certain
infrastructure-type features (e.g., future interconnect capability for sewer
system, fiber optic and electric power) to the Project Plans, provided such
additions do not violate Applicable Laws or require a variance or special
exception permit therefor, and Landlord pays the cost thereof. By approving the
Project Plans or proposing any changes thereto, Landlord assumes no liability or
responsibility related to the design, engineering or construction of the
Project, except for any changes thereto required by Landlord, but specifically
objected to by Tenant in writing, with notice to Landlord as provided in Article
82 of this Lease. Upon completion and approval, the Project Plans will be
attached to the Lease as Exhibit "B". Landlord acknowledges that the Project
Plans are Tenant's sole property, may include Tenant's trade secrets or other
confidential information and will be provided to Landlord in confidence.
Landlord will employ the same safeguards it uses to protect its own confidential
information in its capacity as a Landlord to maintain the confidence of Tenant's
confidential information.

      (c) Approval Process. Landlord, upon receiving the Project Plans from
Tenant, will have five working days to review and approve the Project Plans.
Landlord's review of the Project Plans will be limited to the exterior design
and finish of the New Building. If Landlord deems the Project Plans to be
unacceptable within such five working day period, Landlord shall


                                                                  Page 31 of 103
<PAGE>

provide written notification of same to the Tenant, along with the specific
reasons for such disapproval and proposed corresponding revisions, which shall
not violate Applicable Laws. Upon Tenant's receipt of such written notification,
Tenant shall have ten working days to revise and resubmit the Project Plans to
Landlord. Landlord shall then have three working days to review the revised
Project Plans to determine if the deficiencies identified in Landlord's written
notification have been corrected, and to notify Tenant in writing. If Landlord
does not provide written notification to the Tenant in accordance with the
foregoing, Landlord will be deemed to have approved the Project Plans, or the
revised Project Plans, as the case may be.

      (d) Government Approvals. Following Landlord's approval of the Project
Plans in accordance with paragraph (c) above, Tenant shall submit the required
applications for Government Approvals. Tenant will pay all application fees,
legal fees or any other costs and expenses associated with such applications;
provided, however, that Tenant shall not be responsible for reimbursing Landlord
for any costs incurred by Landlord in connection with the Zoning Swap or for
Landlord's review and approval of any Project Plans, including but not limited
to, Landlord's costs for in-house or outside counsel, the cost or fees of any
engineer, surveyor or architect, etc.

      If any required Government Approval is not issued within a reasonable
period of time, Tenant may dispute the failure of such issuance including the
commencement of legal proceedings, the appeal of any adverse decision, and the
defense of any favorable decisions, in Tenant's own name and at its sole cost
and expense. Following the issuance of any Government Approval, if any person
commences legal proceedings to contest such issuance, Tenant may defend such
proceedings, appeal adverse decisions, and defend any appeal of any favorable
decisions, in Tenant's own name and at


                                                                  Page 32 of 103
<PAGE>

its sole cost and expense. Landlord shall reasonably cooperate, and when
required by a government agency, join in with Tenant, without delay, in Tenant's
applications for Government Approvals, provided Landlord incurs no costs other
than as set forth in this Article 20(d).

      (e) Building Permit. If as a result of Tenant's building permit
application, the Town requires material changes to the exterior design or finish
of the New Building as set forth in the Project Plans (e.g., building size or
orientation, set back requirements, etc.), Tenant will resubmit the Project
Plans with the Town mandated changes, to the Landlord for review. The Landlord
will have three working days to review and approve same. In the event that
Landlord disapproves the Project Plans as revised by the Town, the Parties will
attempt to resolve the Landlord's concerns with Town officials. Upon the
parties' determination that the differences between the Landlord and the Town
cannot be resolved, the Landlord, within five working days, shall decide to
either accept the Town's changes to the Project Plans, or cancel this Lease;
provided, however, that the 1993 Lease will continue in accordance with its
terms, subject to the amended notification and term provisions set forth herein.

      (f) Landlord-Caused Delays. If Tenant's applications for Government
Approvals are denied or delayed due to any violations or other contingencies
caused by the acts or omissions of Landlord or its employee, agents or other
tenants, the obligation to pay rent either under this Lease or the 1993 Lease
shall be abated pending Landlord's removal of such violations or contingencies.
If Landlord elects not to remove such violations or contingencies, Landlord or
Tenant may cancel this Lease in accordance with Article 17, and the 1993 Lease
will continue in accordance with its terms, subject to the amended notification
and term provisions as set forth herein.


                                                                  Page 33 of 103
<PAGE>

ARTICLE 21 CONSTRUCTION COMMENCEMENT

      As soon as practicable after, but not before, obtaining a Building Permit,
Tenant shall begin construction of the Project, and shall proceed diligently,
with same, subject to excusable delays, including delays caused by an Act of
God, strike, lockout, organized labor slow down, accident, civil commotion, war,
fire, catastrophe, legal requirement, severe inclement weather, shortage of
materials due to government action, or other causes beyond the reasonable
control of the Tenant ("Excusable Delays"). It is acknowledged by the Parties
that under the current schedule, the New Building will be constructed during the
winter months, therefore, severe weather-caused construction delays could occur.
However, in no event will Tenant's failure to complete construction by May 1,
1998 result in an abatement of rent unless such failure is due to
Landlord-caused delays.

      Construction shall be deemed to be substantially completed when the
Project Architect issues a certificate that, to the best of its knowledge,
information and belief, and on the basis of observations, the construction work
has been substantially completed and upon issuance of a temporary Certificate of
Occupancy by the Town. Upon substantial completion of the New Building, Tenant
will obtain a temporary Certificate of Occupancy therefor and a Certificate of
Occupancy in accordance with Town requirements.

ARTICLE 22 EXCAVATION AND SHORING

      If any excavation shall be made by Tenant upon property or streets
adjacent to or nearby the Leasehold Premises, Tenant shall, at Tenant's expense,
do or cause to be done all such work as may be necessary to preserve any walls
or structures of the improvements on the Leasehold Premises, Overall Premises
and


                                                                  Page 34 of 103
<PAGE>

Flowerfield from injury or damages and to support the same by proper
foundations. To the extent possible, such excavation projects shall be scheduled
so as to minimize the inconvenience to the Parties and interference with the
Parties' respective business activities.

      Except for excavation work performed by Landlord, Tenant shall not, by
reason of any such excavation work, have any claim against Landlord for damages
or indemnity or for suspension, diminution, abatement or reduction of rent under
this Lease.

ARTICLE 23 QUALITY OF CONSTRUCTION AND FIXTURES

      Tenant shall cause all of its construction contractors to take reasonable
steps to avoid production of excessive dust, rubble or odors. Tenant shall
promptly repair or replace any damage to the Access Area, Overall Premises or
any part of Flowerfield caused by the construction work.

      The construction work shall be performed in accordance with Landlord's
reasonable approval conditions, Applicable Laws, and Governmental Approvals, and
in a good and workmanlike manner and in accordance with generally accepted
construction practices.

      Tenant shall equip the Leasehold Premises with all trade equipment,
lighting fixtures, furnishings, plumbing fixtures, floor coverings and any other
equipment necessary for the proper operation of Tenant's business. All attached
fixtures installed by Tenant shall be new or completely reconditioned.

      Any alterations, additions, improvements and fixtures installed or paid
for by Tenant other than the New Building and unattached movable trade fixtures
shall, upon installation of same, become property of Landlord; provided,
however, that Tenant has the right to replace any such trade fixtures during the
Lease Term.


                                                                  Page 35 of 103
<PAGE>

      Landlord shall cause its contractors and other tenants at Flowerfield to
take reasonable steps to; (a) avoid production of excessive dust, rubble or
odors that carry over to the Leasehold Premises or (b) cause unsightly
conditions that are in plain view of the Leasehold Premises during Tenant's
functions and events.

ARTICLE 24 INSPECTION RIGHTS

      Landlord shall have the right, upon reasonable prior notice to Tenant, to
enter the Leasehold Premises to inspect it at reasonable times during the course
of the Project construction work; provided, however, that Landlord shall not
unreasonably interfere with the business activities conducted at the Leasehold
Premises or the progress of the construction work. Upon such entry, Landlord
shall comply with the direction of Tenant and its construction contractors and
all of Tenant's construction site rules. Tenant shall make an employee available
to accompany Landlord for inspection after reasonable notice.

      Any entry or other activity by Landlord at the Leasehold Premises shall be
at Landlord's own risk, except for gross negligence and willful misconduct of
Tenant, its agents, or employees causing death or bodily injury to Landlord.

ARTICLE 25 CONSTRUCTION LIENS AND COMPLETION

      Should Landlord consent to any Tenant proposed alteration, addition,
improvement or other change to the Leasehold Premises, Tenant shall promptly
commence same and thereafter diligently pursue same to completion in good and
workmanlike manner in accordance with plans, specifications and other
information given to Landlord and requirements of Landlord. Tenant shall
promptly pay all contractors, subcontractors, laborers and material suppliers.
Landlord may post and record such notices of non-responsibility and take such
other action as is required to


                                                                  Page 36 of 103
<PAGE>

preclude any contractor, subcontractor, laborer or material supplier from
asserting a lien against Landlord or its interest in the Leasehold Premises.

      Tenant shall discharge all liens by bond or otherwise arising from the
construction of the New Building or renovation of the Butler Building or any
Tenant work or improvements within 30 days of Tenant's receipt of any notice of
such liens being placed on the Leasehold Premises or any part thereof. If
Landlord receives notice of such lien, Tenant shall discharge such lien within
30 days of Landlord informing Tenant, in writing, of such lien.

      Nothing contained herein shall imply any agreement or consent by Landlord
to subject Landlord's fee estate to liability under any mechanic's or other lien
provided; however, that Tenant shall not be precluded from challenging or
defending any lien filed or claim asserted by any of its contractors,
subcontractors, laborers or material suppliers in connection with any Major
Construction Activity; provided that Tenant has posted a bond with Landlord or
its lender in the amount of the lien.

ARTICLE 26 EQUIPMENT INSTALLATIONS ON ROOF

      Tenant shall not install microwave transmitting devices (other than
cooking equipment) or other roof top equipment on the Leasehold Premises,
without Landlord's consent which will not be unreasonably withheld or delayed.
Landlord requirements for roof top equipment will be based on good engineering
practices and aesthetic considerations related to the Leasehold Premises
consistent with the Parties' objectives to maintain the aesthetic quality of
Flowerfield.

ARTICLE 27 INSURANCE


                                                                  Page 37 of 103
<PAGE>

      At the commencement of the construction of the Project at the Leasehold
Premises and at all times during the Lease Term, Tenant shall keep in full force
and effect, and maintain at its sole cost and expense insurance issued by an
insurance company licensed to do business in the State of New York and rated by
A.M. Best Company as having a policyholder's rating of "AIX" or better. If A.M.
Best Company changes its rating system, comparable ratings shall be substituted
to the extent feasible.

      Insurance shall be carried in favor of Landlord and any designees of
Landlord to the extent reasonably required by any lenders of Landlord as their
interests may appear, in accordance with the terms hereof. Insurance required to
be carried by Tenant may be included in general coverage under policies which
also include the coverage of other property in which Tenant or its affiliates
have an insurable interest.

      A certificate for each insurance policy required to be carried by Tenant
shall be delivered to Landlord as of the Commencement Date of this Lease and all
renewal certificates shall be promptly delivered to Landlord throughout the
Lease Term; provided, however that certificates for builder's risk and workers'
compensation insurance be delivered to Landlord prior to the Commencement of any
Major Construction Activities. Each insurance policy and certificate shall
provide, in effect, that the policy will not be canceled, reduced in amount, or
modified by the insurer until at least 30 days after insurer provides written
notice to Landlord by certified mail, return receipt requested.

      Each insurance policy and certificate shall further provide that the
policy will be renewed and further renewed unless the insurer shall give
Landlord at least 30 days notice in writing by certified mail, return receipt
requested, of insurer's unwillingness to renew; provided however, that Tenant
has the


                                                                  Page 38 of 103
<PAGE>

right, consistent with its business practices, to change insurance carriers,
provided that such carriers comply with the requirements of this Article 27, and
no lapse in coverage is allowed to occur.

      Tenant shall carry builder's risk insurance on a completed value basis for
the New Building. Tenant's obligation to carry builder's risk insurance shall
commence when the construction work begins and shall end on substantial
completion of the construction work as determined by the issuance of a temporary
Certificate of Occupancy.

      Tenant shall maintain "All Risk" insurance with respect to the Leasehold
Premises, the Access Area and the Leasehold Improvements. An "All Risk" policy
is an insurance policy which insures against "all direct risks" except for
specified exclusions. Tenant's "All Risk" policy must include "Extended Coverage
for Vandalism and Malicious Mischief" and "Difference in Conditions". In
addition, such policy must include "Increased Cost of Construction", and
"Demolition Costs Which May Be Necessary to Comply with Building Laws".

      Tenant shall also maintain Comprehensive General Liability Insurance with
respect to the Leasehold Premises, the Access Area and the Leasehold
Improvements.

      Tenant's obligation to maintain Comprehensive General Liability Insurance
with respect to the Leasehold Premises under this Lease shall commence upon the
expiration of the 1993 Lease and the Commencement Date of this Lease and shall
cease as of the Expiration Date.

      The Comprehensive General Liability insurance policy shall provide
coverage for contractual liability, severability of interest and cross
liability. The coverage limits shall be at least $1,000,000.00 for


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<PAGE>

each occurrence with respect to bodily injury and wrongful death coverage and at
least $1,000,000.00 for each occurrence with respect to property damage and
excess umbrella coverage of $5,000,000.00.

      Landlord may require coverage limits to be reviewed at five year intervals
to determine if such limits reasonably comport with customary coverage limits
for property of similar size, use and location. If the Parties determine the
coverage limits are less than customary limits, the coverage limits shall be
adjusted to the customary limits.

      Tenant shall also carry, at its sole cost and expense, insurance against
loss or damage by fire or by water and any other kind of property insurance with
respect to the Leasehold Improvements that is prudent under the circumstances.

      The "All-Risk" insurance will insure Tenant's and Landlord's property at
the Leasehold Premises for the full replacement cost of any property damaged or
destroyed. Such replacement cost shall be determined from time to time, but not
more frequently than once in any 48 consecutive calendar months, at the cost and
request of Landlord, by an appraiser, architect or contractor who shall be
mutually and reasonably acceptable to Landlord and Tenant.

      Tenant shall carry rental value insurance against loss of rental or other
income derived from Tenant's operation due to risks incurred by loss or damage
by fire.

      Tenant shall maintain rent insurance with respect to each peril insured
herein.

      Prior to commencing any construction work by or for Tenant, Tenant shall
also furnish Landlord with certificates evidencing the existence of Worker's
Compensation Insurance in accordance with the laws of the State of New York and
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
Leasehold Premises.


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<PAGE>

ARTICLE 28 RIGHT OF FIRST REFUSAL

      If at any time during the Lease Term, Landlord receives a third party
offer to purchase the Leasehold Premises as a separate parcel of real property,
or if Landlord decides to offer all or a portion of Flowerfield for sale of
which the Leasehold Premises form a part and the Leasehold Premises can be
separately sold without reducing the value of such sale to Landlord, the
Landlord shall first offer to sell the Leasehold Premises to Tenant, which shall
have a right of first refusal with respect to the sale of the Leasehold
Premises. The right of first refusal will be subject to Landlord's review and
approval, reasonably exercised, of Tenant's financial condition at the time
Tenant elects to exercise the right of first refusal to purchase the Leasehold
Premises.

      In the event Tenant exercises its option to purchase the Leasehold
Premises, this Lease shall be canceled as of the date title to the Leasehold
Premises is conveyed to Tenant. Tenant may elect to contract with Landlord to
continue to maintain and landscape the premises after title to the Leasehold
Premises is conveyed to Tenant.

      In the event of a transfer of title of the Leasehold Premises to Tenant,
construction will be further governed by any restrictive covenants on the deed
transferring title to Tenant.

      In the event that Landlord receives a bona fide offer from a prospective
third party purchaser for the Leasehold Premises, or for all or a portion of
Flowerfield of which the Leasehold Premises forms a part, Landlord shall present
the salient terms thereof in the form of an offer sheet, signed by such third
party prospective purchaser. Tenant shall have 30 days from the date of receipt
of the offer sheet, in which to agree to purchase the Leasehold Premises, or all
or a portion of Flowerfield of which


                                                                  Page 41 of 103
<PAGE>

the Leasehold Premises form a part, on the same terms and conditions as the
prospective purchaser.

      Within such 30 day period, Tenant may request that, in the event that
Landlord receives a bona fide offer for all or a portion of Flowerfield that
includes the Leasehold Premises and other real property at Flowerfield, Landlord
shall make a good faith effort to effect an offer of the Leasehold Premises for
sale to the Tenant and sell off the remaining Flowerfield property or a portion
thereof separately to such offeror, provided such combined sale for the
properties will not reduce the value of such sale to Landlord to an amount below
the amount contained in the third party's offer sheet.

      In the event that such offeror declines to purchase such property pursuant
to such terms, Landlord may proceed with the sale of the affected property to
such offeror, without further obligation to Tenant under this Article 28;
provided, however, that Tenant's rights under this Article 28 shall survive any
conveyances of Flowerfield property which includes the Leasehold Premises to any
party other than the Tenant. Nothing herein shall be construed to limit
Landlord's ability to convey title to a Landlord subsidiary.

ARTICLE 29 PERMITTED USES

      Tenant may use the Leasehold Premises to construct, operate, maintain,
repair and replace, at its own expense, a catering/ banquet/conference facility,
consisting of the Leasehold Improvements existing on the Leasehold Premises as
of the date of this Lease (i.e., Butler Building, Courtyard Building, gazebo,
awnings, fencing, decking, etc.) as well as the New Building which will replace
the Tent, and other accessory improvements necessary or desirable for Tenant's
successful and secure operation of the Leasehold Premises. All portions of the
New


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<PAGE>

Building or other property or improvements attached to or otherwise brought onto
the Leasehold Premises by Tenant shall, at all times and for all purposes
related to this Lease, be trade fixtures or other personal property of Tenant,
except that the New Building will become the property of the Landlord as of the
Expiration Date, and the renovations to the Butler Building will become property
of the Landlord upon installation thereof. Tenant may remove all other fixtures
at any time during the Lease Term. In no event is Tenant permitted to remove
fixtures if removal of such fixtures will compromise the structural integrity of
the Leasehold Improvements.

      Landlord acknowledges that in order for Tenant to operate the Leasehold
Improvements, installation of utility lines and equipment may be required to
access utility services. Tenant has the right to make all reasonable,
appropriate alterations to the Leasehold Premises and Access Areas in order to
enable Tenant to secure utility services according to Tenant's Project plans,
which will be reviewed as provided in this Lease.

      Tenant acknowledges that in order for Landlord to improve adjacent
premises, installation of utility lines may be required on the Leasehold
Premises and Access Areas to access utility services. Landlord has the right to
make all reasonable, appropriate alterations to the Leasehold Premises and
Access Areas in order to secure utility services for adjacent premises;
provided, however, that such services for adjacent premises are separately
metered, do not interfere with or compromise Tenant's service reliability and do
not impair the Leasehold Premises aesthetic qualities or operations during a
Tenant function or event.

      All such utility lines shall be run in conduit underground. In the event
that a footing is installed, Tenant agrees to install two, two inch PVC sleeves
in the footing, suitable for


                                                                  Page 43 of 103
<PAGE>

electrical and telecommunications transmission lines dedicated for Landlord's
exclusive use. Such installation shall be similar in nature and position to
Tenant's dedicated PVC installations.

      Tenant shall not use the Leasehold Premises for any purpose other than as
permitted by the terms of this Lease. Furthermore, Tenant shall not use the
Leasehold Premises or occupy or permit the Leasehold Premises to be used or
occupied in a manner that would violate Applicable Laws, Certificate of
Occupancy, any municipal permit, special exception, license or similar approval
affecting the Leasehold Premises or make void any insurance then in force with
respect thereto.

ARTICLE 30 PROHIBITED USES

      (a)   Pornographic Use.

      The Parties agree that the value of the Leasehold Premises and the
respective reputations of the Parties will be seriously injured if any portion
of Flowerfield, including the Leasehold Premises, are used for any obscene or
pornographic purposes or any sort of commercial sex establishment. The Parties
agree that they will not bring or permit any obscene or pornographic material at
Flowerfield, and shall not permit or conduct any obscene, nude, or seminude live
performances on the premises, nor permit use of the premises for nude modeling,
or as a sex club of any sort, or as a "massage parlor". Tenant will not permit
any of these uses by any sublessee or assignee of the Leasehold Premises. This
Article 30(a) shall directly bind any successors in interest to the Parties. The
Parties agree that if at any time either party violates any of the provisions of
this Article 30(a), such violation shall be deemed a material breach of the
terms of this Lease and objectionable conduct. Pornographic material is defined
for purposes of this Article 30(a) as any written or pictorial matter with
prurient appeal or any objects


                                                                  Page 44 of 103
<PAGE>

of instrument that are primarily concerned with lewd or prurient sexual
activity. Obscene material is defined here as it is in New York State Penal law
ss.235.00.

      (b)   Licensees and Concessionaires.

      Subject to Article 65 of this Lease, Tenant shall not permit any business
to be operated in or from the Leasehold Premises by any concessionaire or
licensee without the prior written consent of Landlord.

      (c) Number of Concurrent Events - Tenant's principal banquet business is
weddings and other formal events. Tenant will schedule only one such formal
event at a time at the Leasehold Premises, with the exception that during the
winter holiday season, to accommodate its corporate clients Tenant may, on
occasion and at the same time, schedule no more than two holiday parties to be
held concurrently at the Leasehold Premises.

      (d) Outdoor Music - Tenant will not permit the outdoor playing of
amplified music at the Leasehold Premises, except during outdoor ceremonies when
electronic keyboard equipment may be used.

      (e) Provisional Sound Abatement - The Parties acknowledge that one
principal purpose for entering into this Lease and replacing the Tent with the
New Building is to address the noise concerns expressed by certain residential
neighbors of Flowerfield. In order to address these concerns pending the
replacement of the Tent with the New Building the following measures will be
employed:

            (i) During each catered event, Tenant will have an employee assigned
            to answer the telephone at (516) 862-0100 and to take sound readings
            at the Parkside Avenue Gate at the corner of Parkside Avenue and
            Mills Pond Road (the "Parkside Avenue Gate").


                                                                  Page 45 of 103
<PAGE>

            (ii) After receiving a call from a resident, Tenant will take a
            decibel reading at the Parkside Avenue Gate within ten minutes of
            receiving the resident's call.

            (iii) If the volume of sound is determined to be excessive (such
            sound level to be reasonably established by the Parties consistent
            with the relevant provisions of the Code of the Town of Smithtown),
            Tenant will promptly take steps to lower the volume of music and/or
            adjust the bass and treble on the amplification system upon
            completion of the piece of music being performed.

            (iv) Tenant will cooperate with any resident who requests to verify
            the decibel reading at the Parkside Avenue Gate.

      The provision of this Article 30(e) will terminate upon completion of
construction of the New Building.

ARTICLE 31 MAINTENANCE OF THE LEASEHOLD PREMISES

      Other than as set forth in this Lease, Tenant shall, at its own cost and
expense, maintain the Leasehold Premises and the fixtures and equipment therein
and appurtenances thereto as first class improvements for their age and Tenant's
use thereof. Except as otherwise set forth in Articles 7(b) and 19 of this
Lease, Landlord shall not be required to make any repairs or improvements of any
kind upon the Leasehold Improvements.

      Tenant agrees to maintain and keep in good condition the electrical,
plumbing and heating, ventilation and air conditioning equipment in the
Leasehold Premises.

      Pursuant to Applicable Laws, the Leasehold Premises may be subject to
periodic, unannounced inspections by official health, building, fire code and
environmental inspectors having authority to cite any violations which have a
detrimental effect on the


                                                                  Page 46 of 103
<PAGE>

Parties or the business operations of other tenants, Landlord's neighbors and
fire insurance premium rates. Upon reasonable notice, Landlord may make
inspections of the Leasehold Improvements and request Tenant to take any
required corrective action. Failure to take such action will constitute an Event
of Default.

      If Tenant refuses or neglects to make repairs or otherwise fails to take
corrective action after receiving a notice of violation or summons or warning
from any governmental agency having jurisdiction over the Leasehold Premises for
a condition for which Tenant was responsible for causing or expressly assumed
under this Lease, Tenant will be deemed to have caused an Event of Default.

ARTICLE 32 REQUIRED MAINTENANCE WORK

      Tenant shall keep the Leasehold Improvements, including but not limited
to, the structural and load bearing elements, the exterior walls, roofs of the
Leasehold Improvements and the fixtures and equipment therein in good order and
repair.

      If upon prior reasonable written notice from Landlord, Tenant (a) refuses
or neglects to make repairs or otherwise fails to perform any of Tenant's work
or maintenance obligations hereunder, or (b) repairs are necessitated by reason
of Tenant's negligent acts or omissions, Landlord shall have the right, but
shall not be obligated, to make such repairs or perform on behalf of and for the
account of Tenant without liability to Tenant for any loss or damage that may
accrue to Tenant's merchandise, fixtures or other property or to Tenant's
business by reason thereof. In such event, Tenant shall compensate Landlord for
its costs incurred for such work as Additional Rent promptly upon receipt of a
bill therefor.


                                                                  Page 47 of 103
<PAGE>

      Tenant shall comply with all Applicable Laws and insurance requirements
applicable to the Leasehold Improvements.

ARTICLE 33 DAMAGE OR DESTRUCTION

      Any partial damage or destruction of the Leasehold Premises due to fire or
other catastrophe shall be repaired or replaced within a reasonable time after
the damage is incurred and all claims are settled with the insurance companies
providing coverage therefor.

      Tenant's obligation to repair, replace and comply with all Applicable Laws
extends to extraordinary, unforeseen and structural repairs and replacements as
well as to ordinary, foreseen and nonstructural repairs and replacements.

      If the Leasehold Premises shall be partially damaged by any casualty
insurable under Tenant's insurance policy, Tenant shall, upon receipt of
insurance proceeds, repair the Leasehold Premises to the condition and state in
which said Leasehold Premises were when originally delivered to Tenant but only
to the extent of the net insurance award made available for the purposes under
the insurance policies set forth in Article 27 of such repair and this Lease
shall continue in full force and effect. Tenant shall restore all Leasehold
Improvements at Tenant's cost and expense, or to the extent insured with
corresponding insurance proceeds.

ARTICLE 34 TOTAL DAMAGE

      If the Leasehold Premises (a) by reason of substantial damage or
destruction is rendered wholly untenantable, or (b) is damaged in whole or in
substantial part during the last three years of the Lease Term, or (c) if any or
all of the buildings or other areas of the Leasehold Premises are damaged,
whether or not the buildings are damaged, to such an extent that the
catering/banquet and conference facility cannot, in the


                                                                  Page 48 of 103
<PAGE>

reasonable judgment of Landlord be operated as such, Landlord may elect to have
Tenant repair the damage or Landlord may cancel this Lease by notice of
cancellation within 180 days after such event and thereupon this Lease shall
expire and Tenant shall vacate and surrender the Leasehold Premises to Landlord.
Tenant's liability for rent upon the termination of the Lease in this event
shall cease as of the day following the event or damage.

ARTICLE 35 ALTERATIONS

      Tenant will make no material alteration to the Leasehold Premises without
the written approval of Landlord. In no event will an alteration be made by
Tenant which impairs the safety or structural integrity of the Leasehold
Improvements or which violates Applicable Laws.

      A material alteration includes any significant addition or improvement to
the Leasehold Premises or Leasehold Improvements. All material alterations will
be made in accordance with the same procedures for the Project set forth in
Article 20.

ARTICLE 36 DEMOLITION

      Tenant shall only be permitted to demolish or remove parts of the
Leasehold Improvements in accordance with Article 20, this Article 36 and with
the written approval of Landlord.

      Unless required by a government authority or Applicable Law, Tenant shall
not demolish Leasehold Improvements, unless such Leasehold Improvements will be
replaced by a structure the net cost of which shall be at least the value of the
structure demolished and unless and until Landlord has approved of the plans and
specifications for such replacement structure consistent with the procedures
contained in Article 20 of this Lease.


                                                                  Page 49 of 103
<PAGE>

      Demolition shall only be conducted in accordance with Applicable Laws and
insurance requirements and if the safety and the structural integrity of all
remaining structures on the Leasehold Premises and adjacent premises will not be
impaired thereby.

      Within a reasonable time after demolition or removal and after issuance of
all Governmental Approvals and the Building Permit pursuant to the same
procedures outlined in Article 20, Tenant shall construct or install replacement
Leasehold Improvements which cost at least as much as the reasonable estimated
replacement cost of the demolished or removed Leasehold Improvements.

      Notwithstanding the foregoing, the Parties acknowledge that the Tent will
be dismantled in favor of the New Building and that some demolition work will be
required for Butler Building renovations. Landlord's review of the plans and
specifications therefor will be done in accordance with Article 20.

      As outlined above, all construction shall be performed in accordance with
all Applicable Laws and Government Approvals and in a good and workmanlike
manner and in accordance with generally accepted construction practices.

      Construction of any replacement or additional Leasehold Improvements shall
be deemed to be substantially completed upon the issuance of a certificate of
substantial completion by a licensed architect, selected by Tenant and
reasonably satisfactory to Landlord and upon issuance of a temporary Certificate
of Occupancy.

ARTICLE 37 SIGNS

      Tenant signs identifying the Leasehold Premises shall not exceed four
square feet of total area, and Tenant must submit a sketch or photo of the
proposed sign for Landlord approval


                                                                  Page 50 of 103
<PAGE>

indicating the size, color and design of such sign. Sign installation at the
Leasehold Premises will be in accordance with Applicable Laws. Any Landlord
approved sign shall be maintained by Tenant in good condition and repair.

      Other than the foregoing, Tenant shall not place or cause to be placed any
sign upon or outside the Leasehold Premises. Landlord may remove such
nonconforming signs. Tenant hereby waives any and all claims against Landlord
for removal of any nonconforming signs except for Landlord's gross negligence or
willful misconduct.

ARTICLE 38 PARKING

      Tenant will only have the use of parking spaces in the parking lot which
is part of the Leasehold Premises. The location of the parking lot is shown on
Exhibit "A" attached hereto. Maintenance of parking lot is the sole
responsibility of the Landlord or Landlord's designee. Tenant will be charged by
Landlord for maintenance of the parking lot in accordance with Article 7 except
that Tenant will have the option to perform major maintenance activities by
landlord or an agent of Tenant.

      In the event that the parking lot is filled to capacity, Tenant may avail
itself, upon prior notice to Landlord, of the parking facilities adjacent to
Landlord's building known as "7 Flowerfield" when such parking facilities are
available.

ARTICLE 39 ELECTRICITY AND GAS

      The electric power and gas service for the Leasehold Premises will be
provided by a metered service of the Long Island Lighting Company (LILCO), its
successor or any other electric or gas purveyors authorized to provide such
service. Tenant shall at its sole cost and expense install and immediately
register any electric and gas meters upon construction of the Leasehold


                                                                  Page 51 of 103
<PAGE>

Improvements. The meters will be registered in the name of Tenant. Tenant will
pay any and all charges related to the metered service directly to the
applicable purveyors.

      All electrical and gas equipment installed on the Leasehold Premises shall
conform to industry standards and will be consistent with Tenant's use of the
Leasehold Premises as stated in this Lease.

ARTICLE 40 WATER

      The water for the Leasehold Premises will be provided by a metered water
service of the Saint James Water District or its successor. Tenant, at its sole
cost and expense, shall install and immediately register any water meter upon
construction of the Leasehold Improvements. The water meter will be registered
in the name of Tenant. Tenant will also pay the reduced pressure zone (RPZ)
valve charge attributable to the fire sprinkler system for the Leasehold
Premises.

ARTICLE 41 GARBAGE

      At Tenant's sole cost and expense, Tenant will handle and dispose of all
rubbish, debris, garbage, and waste from Tenant's operation 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 provided by a garbage carter licensed to do business in the Town of
Smithtown, and shall not burn any garbage in, on, or about any part of
Flowerfield.

      All Tenant garbage must be placed in plastic bags or suitable substitute,
securely tied at the top and placed in dumpsters located on the Leasehold
Premises.

      Cardboard must be separated from garbage and placed in special containers
marked "Cardboard Only". All cardboard boxes


                                                                  Page 52 of 103
<PAGE>

must be flattened before being placed into the designated receptacles.

      Landlord reserves the right to require Tenant to obtain additional garbage
containers for Tenant's exclusive use if Landlord reasonably determines that
Tenant needs additional garbage collection capacity.

      In addition, Tenant shall not permit debris, waste materials, or garbage
to collect in front of, around, along side or in back of the Leasehold Premises.
Tenant shall at all times keep the main entrance to the Leasehold Premises clean
and orderly. If Tenant does not comply with the requirements herein, Landlord
shall give Tenant reasonable prior written notice of such noncompliance and
thereafter may clean the affected area and submit an invoice to Tenant for the
reasonable cost incurred by Landlord for such cleaning, which Tenant shall remit
to Landlord as Additional Rent.

      Industrial waste, including but not limited to, metal chips, oils,
solvents, chemicals, sheet metal, wood crates (excluding produce crates), and
pallets may not be placed in dumpsters. Such industrial waste must be disposed
of as regulated by the State of New York Department of Environmental
Conservation. Landlord has the right to demand and receive copies of bills of
conveyance to a government licensed carting company employed by Tenant for
disposal of hazardous waste used by Tenant at Flowerfield.

      At Landlord's sole cost and expense, Landlord shall keep the Access Areas
and all other portions of Flowerfield which are visible from the Access Areas
and Leasehold Premises free and clear of all rubbish, garbage and waste. If
Landlord does not comply with these requirements, Tenant shall give Landlord
reasonable prior written notice of such noncompliance and thereafter, Tenant may
clean the affected area and submit an


                                                                  Page 53 of 103
<PAGE>

invoice to Landlord for the reasonable cost incurred by Tenant for such
cleaning. If Landlord does not remit payment for such invoice within 30 days
from its receipt thereof, Tenant may deduct such amount from the next rent
payment due Landlord.

      Tenant will not dump any waste oil or other contaminants, organic or
inorganic onto, in or about Flowerfield. Tenant may only dispose of such
contaminants in accordance with Applicable Laws. Tenant will be solely
responsible and will immediately pay all fines and penalties resulting from its
improper disposal of such contaminants. If Tenant does not comply with any
government order relating to the proper disposal of contaminants, Landlord will
become Tenant's attorney-in-fact for purposes of exercising all actions and
documents necessary to secure compliance. Any costs incurred by Landlord
hereunder will be remitted to Landlord as Additional Rent.

ARTICLE 42 SEWAGE TREATMENT

      In the event that Landlord or any successor in interest, constructs a
sewage treatment plant at Flowerfield, Landlord shall construct such sewage
treatment plant at a site located on the southern or eastern side of the current
site of the Long Island Railroad train tracks which traverse Flowerfield.
Landlord shall use its best efforts to maintain such sewage treatment plant so
as to prevent any odors therefrom from reaching the Leasehold Premises.

ARTICLE 43 WASTE

      Upon expiration, termination or cancellation of this Lease, Tenant shall
be responsible for removal of any drums, cans or containers that Tenant
delivered or caused delivery to the Leasehold Premises or Flowerfield. If Tenant
fails to remove such drums, cans or containers, Landlord may remove same without


                                                                  Page 54 of 103
<PAGE>

any liability or responsibility to Tenant for removing same without Tenant's
consent. Tenant hereby appoints Landlord its Attorney-in-Fact, authorizing
Landlord to execute all documents and take any action on behalf of Tenant to
comply with this paragraph. Tenant hereby waives any claims against Landlord
relating to Landlord's exercising powers of Attorney-in-Fact for purposes of
this Article 43. Any costs incurred by Landlord hereunder will be remitted to
Tenant as Additional Rent.

ARTICLE 44 FIRE PROTECTION EQUIPMENT

      Tenant is required to supply its own fire extinguishers of the appropriate
size and classification consistent with the Town of Smithtown Fire Code, ISO and
the Fire Insurance Underwriter Inspection regulations. Tenant agrees to have
such fire extinguishers inspected periodically, recharged and otherwise serviced
as required and tagged in accordance with Applicable Laws.

      In the event Tenant is requested to provide local fire departments with
jurisdiction over the Leasehold Premises with a list of hazardous chemicals
maintained by Tenant at the Leasehold Premises, Tenant will provide same to such
local fire departments and provide a copy of such lists to Landlord.

ARTICLE 45 HAZARDOUS MATERIALS

      Tenant shall not bring, keep, store or use in or upon the Leasehold
Premises and the Leasehold Improvements or Flowerfield materials deemed toxic or
hazardous under Applicable Laws, unless done so in compliance with such
Applicable Laws.

      Tenant will not bring, keep, store or use in or upon the Leasehold
Premises and the Leasehold Improvements or Flowerfield any solvent having a
flash point below one hundred ten degrees Fahrenheit (110F), nor shall any
liquid which emits volatile


                                                                  Page 55 of 103
<PAGE>

vapors below the temperature of one hundred degrees Fahrenheit (100F) be
brought, kept or used, except if the process using such liquids is 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 Leasehold Premises, they must be stored in safety cans
and kept in a cabinet constructed by Tenant in a manner approved by FIRO.
Reasonable amounts in excess of ten gallons may be kept if they are stored in
vaulted construction by Tenant in a manner approved by FIRO. Any use or storage
of such liquids must at all times be in accordance with the requirements of
FIRO, OSHA, NFPA and the Board of Fire Underwriters. Tenant specifically agrees
to undertake and complete any and all cleanup, removal and remediation
necessitated by any such maintenance, discharge, or spillage, promptly upon
notification by Landlord or any governmental agency having jurisdiction
thereover. The provisions of this Article 45 shall survive the Expiration Date
of this Lease.

ARTICLE 46 THE PONDS

      Notwithstanding anything to the contrary set forth in this Lease, the
terms of this Article 46 shall control the management and operation of the
Ponds.

      (a) Generally. As of the date of this Lease there are three man-made ponds
at Flowerfield which are numbered ponds 1, 2 and 3, respectively (the "Ponds").
Portions of Ponds 1 and 2 are part of the Leasehold Premises. The water level of
the Ponds is maintained by road/parking lot and roof storm water runoff from the
Flowerfield storm drain system which is configured to drain into the Ponds and a
well system with an electric pump that, when activated, pumps water into the
Ponds.


                                                                  Page 56 of 103
<PAGE>

      (b) The Well. The electric account along with any water company accounts
for the well system will be maintained in Tenant's name and all bills therefor
will be paid by Tenant; provided however, that Landlord will reimburse Tenant
for the billed costs from such utilities for pumping water into the Ponds to
cover the cost of filling Pond 3 with water. Landlord shall remit such payment
within 30 days of its receipt of the bill from Tenant. Tenant may fill the Ponds
whenever it deems, in its sole discretion, that the water level in Ponds 1
and/or 2 is too low.

      (c) Well System Failure. Landlord, at its cost and expense, shall be
responsible for maintaining, repairing and replacing the well pump. In the event
that the well pipeline fails to produce water and needs to be replaced, Landlord
shall be responsible for replacing the well pipeline; provided, however, that
Tenant shall pay one-third the cost thereof.

      (d) Pond Fountains. Pond 1 and Pond 2 each have a fountain, both of which
are installed each year in the Spring and removed in the Fall. Landlord, at its
cost and expense, will (i) perform the annual installation and removal of the
fountains, if necessary, (ii) maintain the fountains in good working order,
including preventative maintenance and repairs, and (iii) replace any fountains
that fail or become damaged beyond repair.

      (e) Government Compliance. Landlord, at its cost and expense, shall be
responsible for complying with any order of any government authority; (i) in
connection with remediation to the ponds due to the storm drain configuration
or; (ii) in connection with any other condition not caused by Tenant, its
agents, employees or licensees.

      (f) Notification. If either party is made aware of a condition or event
that could affect the condition of any of the Ponds, such party shall promptly
notify the other party of such condition or event, and the Parties shall take
prompt action to

                                                                  Page 57 of 103
<PAGE>

notify the proper authorities and correct the condition, in accordance with
Applicable Laws and the terms of this Lease.

ARTICLE 47 COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT (ADA)

      Tenant represents that it is familiar with the Americans with Disabilities
Act (ADA). Tenant further represents that it will comply with the ADA
requirements to the extent such requirements apply to construction of the
Leasehold Improvements.

      The Parties recognize that the Leasehold Premises are in full compliance
with the ADA as evidenced by the Certificate of Occupancy for the Leasehold
Premises as of the date of the Lease.

ARTICLE 48 ALARM SYSTEM

      In the event Tenant desires to install an alarm system, Tenant will
register such alarm system with the Town of __Smithtown, Fire Marshall's Office,
the Suffolk County Police Department, the Saint James Fire Department and in
accordance with Applicable Laws.

ARTICLE 49 ACCESS FOR INGRESS AND EGRESS

      The sidewalks and entries to the Leasehold Improvements and adjacent to
the Leasehold Premises shall not be encumbered or obstructed by Tenant so as to
impede passage along the Access Areas or through any other part of Flowerfield,
or used by Tenant, its agents or customers for any other purpose other than for
ingress and egress to the Leasehold Improvements or Leasehold Premises. Landlord
may direct Tenant to remove any items


                                                                  Page 58 of 103
<PAGE>

obstructing such passage. Tenant shall promptly comply with Landlord's
reasonable direction.

ARTICLE 50 DATES RESERVED FOR LANDLORD USE

      Landlord shall have the right to reserve up to five dates which have not
otherwise been reserved by Tenant's clients during each year of the Lease Term
for Landlord's purposes at no cost to Landlord. Landlord is not required to
purchase catering services from Tenant on the Landlord's reserved dates;
provided, however, that Landlord cannot utilize the services of another caterer.
The dates to be reserved for Landlord's use will not include Saturday evenings
or holidays. Landlord may not reserve any such dates more than six months in
advance of Landlord's reserved dates.

ARTICLE 51 PRIVACY AND FORCED ENTRY

      Tenant shall provide Landlord with a list of three of Tenant's employees
who possess keys for locks to any entrance or other manner of ingress or egress
from the Leasehold Premises. In the event entry is necessitated by an Emergency
and Tenant has not provided Landlord with a list of three of Tenant's employees
who possess keys for access, Landlord may forcibly enter the Leasehold Premises
and Tenant holds Landlord harmless and releases Landlord from any and all claims
for repair of damage arising therefrom.

      If Tenant constructs a gated fence surrounding the Leasehold Premises,
Tenant will provide Landlord with keys to such fence.

ARTICLE 52 ACTIVITY RESTRICTIONS

      (a) Tenant shall use the Leasehold Premises solely as a
catering/banquet/conference facility and for no other purpose.


                                                                  Page 59 of 103
<PAGE>

      (b) Tenant will not engage in any of the following activities without
Landlord's prior knowledge and written consent:

      (i) No Fire Sale - Tenant will not permit any fire, bankruptcy, auction or
"going out of business" sale on the Leasehold Premises. This shall not be
construed to impair the rights of any Leasehold Mortgagee to foreclose on any
security interest it may have with respect to the Leasehold Premises.

      (ii) No Improper Use of Parking Lot - Tenant will not use the Parking Lot
or any area adjacent to the Leasehold Premises for display of goods, sale of
goods or any similar undertaking.

      (iii) No Misuse of Plumbing Facilities - Tenant will not use plumbing
facilities for disposal of any materials deemed to be unreasonably destructive
to the plumbing or facilities. The plumbing facilities referred to herein
include interior drains, exterior dry wells, collection basins, storm drains,
sumps. Tenant shall not improperly dispose of any materials into the septic
system at the Leasehold Premises for which disposal is regulated by Applicable
Law. In the event of Tenant misuse of the plumbing facilities and its failure to
correct same, Landlord shall immediately clean and restore the affected facility
and invoice Tenant for the costs incurred by Landlord for such service as
Additional Rent.

      (iv) No Damage to the Premises - Except as otherwise permitted under this
Lease, Tenant shall not perform any act or carry on any practice which will
damage, deface, or mar the Leasehold Premises or any other part of Flowerfield.
Tenant will restore the Leasehold Premises substantially to its original
condition, except that the New Building will not be removed, less normal wear
and tear, in the event of such damage prior to the end of the Lease Term.


                                                                  Page 60 of 103
<PAGE>

ARTICLE 53 GOVERNMENT RESTRICTIONS

      Tenant shall, at its own cost and expense, comply with the Certificate of
Occupancy for the Leasehold Premises and all Applicable Laws affecting the
Leasehold Premises now in force or which hereafter may be in force. Any use of
the structure or any use of a portion of the Leasehold Premises for purposes of
use or subleasing for a use not permitted by the Code of the Town of Smithtown
is prohibited.

ARTICLE 54 UNAUTHORIZED VEHICLES

      Any vehicles of any parties improperly parked on Flowerfield property,
excluding the Leasehold Premises, may be removed from Flowerfield. Improperly
parked vehicles include vehicles parked in loading zones, no parking zones, fire
zones and vehicles parked overnight without the consent of Landlord. Tenant
shall be billed and pay as Additional Rent for removal of such vehicles, if such
vehicles have entered Flowerfield for Tenant's purposes.

ARTICLE 55 UNPLATED VEHICLES

      Any unregistered motor vehicle parked on the Flowerfield property,
excluding the Leasehold Premises, which belongs to Tenant, its agents,
employees, invitees, licensees or subtenants will be assessed a parking fee of
$10.00 per day after the first consecutive 24 hours of parking. In the event
Tenant does not register such vehicle or remove the vehicle from Flowerfield,
Tenant hereby appoints Landlord its Attorney-in-Fact, authorizing Landlord to
execute all documents and take any action on behalf of Tenant to comply with
this Article 55. Tenant hereby waives any claims against Landlord relating to
Landlord's exercising powers of Attorney-in-Fact for purposes of this
Article 55.


                                                                  Page 61 of 103
<PAGE>

Tenant shall pay Landlord's costs incurred hereunder as Additional Rent.

ARTICLE 56 RIGHT TO SHOW AND INSPECT THE LEASEHOLD PREMISES

      Landlord may enter the Leasehold Premises to inspect the Leasehold
Improvements and to show same to prospective purchasers, mortgagees or lessees
and invitees upon providing reasonable notice to Tenant. The frequency of such
inspections shall not exceed one inspection per month; however, during periods
of Major Construction Activities, more frequent inspection will be permitted.
Any restriction on inspection does not prohibit Landlord from entering the
Leasehold Premises for purposes of "showing" the Leasehold Premises to agents,
guests or invitees of Landlord.

      Landlord shall enter the Leasehold Premises at its own risk; except for
gross negligence and willful misconduct of Tenant, its agents and employees
causing bodily injury or death. Landlord may not enter the Leasehold Premises,
except in the event of an Emergency, unless reasonable notice has been provided
Tenant and unless accompanied by an employee of Tenant as provided in Article 51
of this Lease. Tenant shall make an employee available to accompany Landlord
after reasonable notice. In this context "Landlord" includes only those
authorized contractors, architects, agents and employees accompanied by an
employee of Landlord. To the extent reasonably possible, Landlord shall provide
Tenant with notice of names of such authorized contractors, architects, agents
and employees.

      Any entry shall be conducted with due regard for the activities being
conducted at the Leasehold Premises and the rights of any subtenants. Tenant may
deny Landlord entry to the Leasehold Premises during any function thereat. No
entry shall


                                                                  Page 62 of 103
<PAGE>

unreasonably interfere with the Tenant's use of the Leasehold Premises.

ARTICLE 57 SURRENDER OF POSSESSION

      The New Building shall be the property of Tenant; however, upon the
Expiration Date, the New Building shall become the Landlord's property. As of
the Expiration Date, Tenant shall surrender possession of the Leasehold Premises
and the Leasehold Improvements to Landlord in good condition, reasonable wear
and tear excepted.

      Tenant's equipment shall be removed from the Leasehold Premises on or
before the Expiration Date. Any of Tenant's property remaining on the Leasehold
Premises or on any other part of Flowerfield 30 days after the Expiration Date,
which Landlord does not require Tenant to remove, shall become Landlord's
property free from any claim of Tenant or any person claiming right to such
property through Tenant.

      Tenant has caused to be installed or otherwise has the exclusive use of
the trade fixtures listed in Exhibit "D" or any equipment substituted therefor
during the Lease Term, and Tenant has sole responsibility, at Landlord's option,
to remove or leave in place, the trade fixtures listed in Exhibit "D" or any
equipment substituted therefor during the Lease Term upon the expiration,
termination or cancellation of this Lease unless such trade fixtures and/or any
additions thereto become affixed to the Leasehold Premises, the removal of which
would cause damage to the Leasehold Premises. Except as otherwise permitted
under this Lease, Tenant shall not remove or cause to be removed any fixtures or
any other installation that was "in place" at the Leasehold Premises on the
Commencement Date without the written consent of Landlord.


                                                                  Page 63 of 103
<PAGE>

      At the end of the Lease Term, the Leasehold Premises and all improvements
comprising a part thereof will be delivered to the Landlord in vacant broom
clean condition together with all keys to the Leasehold Premises.

ARTICLE 58 TOTAL CONDEMNATION OF THE LEASEHOLD PREMISES

      If the whole of the Leasehold Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose then this Lease and
the term herein shall cease and terminate as of the date that title vests in any
public agency. All rental and other charges owing hereunder shall be prorated as
of such date. Tenant shall have no claim against Landlord or the condemning
authority, except as outlined below:

      (a) Tenant shall be entitled to the value of any unexpired portion of the
Lease as agreed to by Tenant and the public agency condemning the Leasehold
Premises; and

      (b) Tenant shall be entitled to the value of thirty percent (30%) of the
value of such compensation as may be awarded or recoverable for the Butler
Building during the first year of the Lease Term as agreed to by Landlord and
the public agency condemning the Leasehold Premises. The Tenant's interest in
it's portion of the value of such compensation as may be awarded or recoverable
for the Butler Building shall decrease by three percent (3%) per year during the
first ten years of the Lease Term.

      (c) Tenant shall be entitled to one hundred percent (100%) of the value of
such compensation as may be awarded or recoverable for the New Building,
exclusive of Landlord's fee estate in the real property under the New Building,
for the entire Lease Term except that the Landlord shall be entitled to one
hundred percent (100%) of the value of the New Building upon


                                                                  Page 64 of 103
<PAGE>

expiration of the first forty eight (48) years of the Lease Term, or the
Expiration Date whichever comes first.

      (d) Tenant shall be entitled to such compensation as may be awarded or
recoverable by Tenant on account of any damage to Tenant's business by reason of
the condemnation and for or on account of any cost or loss to which Tenant might
incur in removing Tenant's fixtures and Leasehold Improvements and equipment
from the Leasehold Premises.

      Nothing herein should be construed to limit Landlord's right to seek any
and all condemnation awards (other than those to which Tenant is entitled) from
the condemning authority including, but not limited to, the capitalized value of
the rent due under the Lease and the fair market value of the Leasehold Premises
as of the Expiration Date.

ARTICLE 59 PARTIAL CONDEMNATION OF THE LEASEHOLD PREMISES

      If any part of the Leasehold Premises shall be taken as set forth in
Article 58, and such partial taking or condemnation renders the Leasehold
Premises unsuitable for the business of Tenant, then unless Landlord is able to
substitute contiguous premises substantially equal in size and aesthetic quality
of the portion of the Leasehold Premises so taken, this Lease and the term
herein shall terminate as of the date title vests in any public agency. In the
event of such termination, all rentals and other charges owing hereunder shall
be prorated as of such date and Lessee shall have no claim against Lessor or the
condemning authority except as outlined in Article 58 above.

      If such partial taking is not sufficiently extensive to render the
Leasehold Premises unsuitable for the business of Tenant, then this Lease shall
continue in effect with no diminution in rent or other charges due hereunder if
Landlord


                                                                  Page 65 of 103
<PAGE>

shall have substituted contiguous premises as aforesaid and if contiguous
premises have not been so substituted, the rent shall be appropriately reduced
based upon the impact of the taking on Tenant's use of the Leasehold Premises.

      Landlord and Tenant shall, upon receipt of their respective awards in
condemnation, make all necessary repairs or alterations to the buildings of
which the Leasehold Premises are a part so as to constitute the portion of the
building or buildings not taken a complete architectural unit, but such work
shall not exceed the scope of the work done by Landlord and Tenant in originally
constructing the buildings, nor shall Landlord or Tenant in any event be
required to spend for such work an amount in excess of the amount received by
Landlord and Tenant as damages for the portion of the building or buildings
constituting the Leasehold Premises so taken. "Amount received by Landlord and
Tenant", shall mean that part of the condemnation award which is free and clear
to Landlord and Tenant of any collection by mortgagees or other lenders for the
value of the diminished fee or leasehold interest.

      If more than 20% of the floor area of the building or buildings in which
the Leasehold Premises are located shall be taken as aforesaid, Tenant may, by
written notice to Landlord, terminate this Lease, such termination to be
effective as of the date title vests in any public agency.

      Nothing herein should be construed to limit Landlord's right to seek any
and all condemnation awards (other than those to which Tenant is entitled) from
the condemning authority including, but not limited to, the capitalized value of
the rent due under the Lease and the fair market value of the Leasehold Premises
as of the Expiration Date.

ARTICLE 60 INDEMNIFICATION


                                                                  Page 66 of 103
<PAGE>

      Tenant shall indemnify and hold Landlord harmless against and from all
legal and governmental compliance actions which may affix liabilities, suits,
actions, obligations, damages, penalties, claims, costs, fines, charges and
expenses, including reasonable attorneys' fees, which are imposed on or incurred
by or asserted against Landlord by reason of any of the following occurring
during the Lease Term (unless the same shall be occasioned by any negligence of,
or any work or thing done in, or about Flowerfield or any part thereof by
Landlord, its agents, contractors, employees, tenants or subtenants or
Landlord's breach of its obligations under this Lease):

      (a) for any loss of life, personal injury or property damage arising from
or out of any negligent act or omission of Tenant, its agents, contractors,
employees or invitees in connection with Tenant's operations at the Leasehold
Premises;

      (b) for any loss of life, personal injury or property damage arising from
or out of any negligent act or omission of Tenant, its agents, contractors,
employees or invitees in connection with the design and construction of the
Project, or other Major Construction Activities of the Tenant at the Leasehold
Premises or Flowerfield;

      (c) for any loss of life, personal injury or property damage arising from
or out of any negligent act or omission of Tenant, its agents, contractors, or
employees in connection with the Site Investigation, pursuant to Article 16 of
this Lease;

      (d) arising out of Landlord's removal of nonconforming signs installed by
Tenant, pursuant to Article 37 of this Lease;

      (e) arising out of the maintenance, discharge or spillage by Tenant, its
agents, contractors, or employees, of any hazardous or toxic materials on or
about the Leasehold Premises and brought on to the property by Tenant, its
agents, contractors, or employees, including any and all liability of


                                                                  Page 67 of 103
<PAGE>

Landlord from such maintenance, discharge or spillage under the Environmental
Response Compensation and Liability Act of 1980 to the extent any such liability
arises as a result of the acts or omissions of Tenant, its agents, contractors
or employees; provided however, that such obligation to indemnify the Landlord
shall not apply if Landlord is acting in the capacity of Tenant's agent,
contractor or employee;

      (f) for any requirement to effect ADA compliance at the Leasehold
Premises;

      (g) for any liability for government fines or nuisance caused by Tenant's
alarm system at the Leasehold Premises;

      (h) for any dumping or improper disposal of waste oil or other
contaminants in or about Flowerfield; and,

      (i) for any claim asserted by a real estate broker, its parent,
affiliates, employees and agents in connection with the negotiation or execution
of this Lease.

      Landlord will indemnify and hold Tenant harmless against and from all
legal and governmental compliance actions which may affix liabilities, suits,
actions, obligations, damages, penalties, claims, costs, fines, charges and
expenses, including reasonable attorneys' fees, which are imposed on or incurred
by or asserted against Tenant by reason of any of the following occurring during
the Lease Term (unless the same shall be occasioned by any negligence of, or any
work or thing done in, or about Flowerfield or any part thereof by Tenant, its
agents, contractors, employees, subtenants, concessionaires or licensees or
Tenant's breach of its obligations under this Lease):

      (a) for any loss of life, personal injury or property damage arising from
or out of any negligent act or omission of Landlord, its agents, contractors,
employees, tenants, subtenants or licensees in connection with their activities
at Flowerfield;


                                                                  Page 68 of 103
<PAGE>

      (b) arising out of Landlord's use of the Leasehold Premises pursuant to
Article 50 of this Lease;

      (c) arising out of the maintenance, discharge or spillage by Landlord, its
agents, contractors, employees, tenants, subtenants or licensees, of any
hazardous or toxic materials on or about the Flowerfield property including any
and all liability of Landlord or Tenant from such maintenance, discharge or
spillage under the Environmental Response Compensation and Liability Act of
1980;

      (d) arising out of or in connection with the method by which the
Flowerfield storm water run-off system is configured to drain into the Ponds;

      (f) for any requirement to effect ADA compliance at Flowerfield except as
provided in Article 47;

      (g) for any dumping or improper disposal of waste oil or other
contaminants in or about Flowerfield; and,

      (h) for any claim asserted by a real estate broker, its parent,
affiliates, employees and agents in connection with the negotiation or execution
of this Lease.

ARTICLE 61 QUIET ENJOYMENT

      Tenant, upon paying the rents and performing all of the terms on its part
to be observed and performed hereunder, shall have the right to occupy the
Leasehold Premises and to use the Access Area peaceably and quietly in
accordance with the terms of this Lease, but subject to any mortgage to which
this Lease is subordinated, provided Landlord's mortgagee delivers a
nondisturbance agreement reasonably acceptable to Tenant and its lenders,
pursuant to Article 67 of this Lease.

ARTICLE 62 CATERING EXCLUSIVITY - RIGHT OF FIRST REFUSAL


                                                                  Page 69 of 103
<PAGE>

      Landlord shall not lease, sublease, sell, license or otherwise convey any
portion of Flowerfield to any caterer/banquet operator other than Tenant, except
for the following:

      (a) food service operators who are contracted by Landlord to provide food
services at functions held at the Flowerfield Fairgrounds;

      (b) food service operations at the Day Camp;

      (c) future Flowerfield tenants that need to operate a food service to
sustain their core business (i.e., hotel/convention center, bed and breakfast
facility); and,

      (d) food service operators exclusively providing employee cafeteria
service to corporate headquarters tenants; and,

      (e) after the Expiration Date. With respect to paragraph (c) of this
Article 62, Landlord will employ best efforts to extend to Tenant a priority
opportunity to participate in any such food service operations.

ARTICLE 63 LANDLORD'S REPRESENTATIONS

      Landlord represents to Tenant as of the date of this Lease as follows:

      (a) Landlord is a corporation in good standing under the laws of the State
of New York.

      (b) Landlord owns the Leasehold Premises in fee absolute, and will defend
its title thereto.

      (c) Landlord's fee estate in the Leasehold Premises is not subject to any
lien or encumbrance.

      (d) Landlord has the legal power and authority to execute and deliver this
Lease.

      (e) The execution of this Lease will not violate or constitute a default
on the part of the Landlord under any agreement to which Landlord is a party or
by which it is bound.


                                                                  Page 70 of 103
<PAGE>

      (f) Landlord's Board of Directors, through the power vested in certain
officers of the corporation, has authorized the execution, delivery and
performance of this Lease.

      (g) All other necessary corporate action of Landlord to authorize the
execution, delivery and performance of this Lease has been taken.

      (h) The officer of Landlord who has executed this Lease has the power and
authority to do so.

      (i) The execution of this Lease does not require the joinder or approval
of any other person.

      (j) Landlord represents that there are no known environmental conditions
on the Leasehold Premises which would encumber or otherwise prevent Tenant's use
of the premises as a catering/banquet/conference facility or that are in
violation of Applicable Laws.

         Except as otherwise set forth in this Lease, Landlord has made no
representations whatsoever and Landlord has made no representations or
warranties with respect to the Leasehold Premises.

ARTICLE 64 TENANT'S REPRESENTATIONS

      Tenant represents to the Landlord as follows:

      (a) Tenant represents that it is a corporation in good standing under the
laws of the State of New York.

      (b) Tenant has the power and authority to execute and deliver this Lease.

      (c) The execution of this Lease will not violate or constitute a default
on the part of Tenant under any agreement to which Tenant is a party or by which
it is bound.

      (d) Tenant's Board of Directors, through the power vested in certain
officers of the corporation, has authorized the execution, delivery and
performance of this Lease.


                                                                  Page 71 of 103
<PAGE>

      (e) All other necessary corporate action of Tenant, to authorize the
execution, delivery and performance of this Lease has been taken.

      (f) The officer of Tenant who has executed this Lease has the power and
authority to do so.

      (g) The execution of this Lease does not require the joinder or approval
of any other person.

ARTICLE 65 ASSIGNMENT

      Tenant may not assign or sublet this Lease without the prior written
consent of Landlord, which consent will not be unreasonably withheld or delayed.
Landlord requires that any proposed assignee of Tenant's Leasehold Estate be a
person or business entity of sufficient economic standing to fulfill the
obligations of the Lease.

      In the event Tenant desires to sublease or assign the Leasehold Premises
to another party, the terms and conditions of such sublease or assignment shall
be communicated to Landlord in writing prior to the effective date of any such
sublease or assignment and prior to such effective date, Landlord shall have the
option, exercisable in writing to Tenant, (a) to recapture the within Lease so
that such sublessee or assignee shall then become the sole Tenant of Landlord
hereunder or (b) to recapture the Leasehold Premises and the within Tenant shall
be fully released from any and all obligations hereunder; provided however, that
such recapture will not affect any underlying security interest for any
obligation owed to Tenant by its assignee or sublessee.

      In the event that Landlord exercises its option to recapture the Lease,
the terms of the Lease will not be revised or amended without the consent of
sublessee/assignee or Tenant. Further, in the event that Landlord exercises its
option to recapture the


                                                                  Page 72 of 103
<PAGE>

Lease or the Leasehold Premises, the commercial terms of the offer sheet between
the Tenant and its sublessee/assignee shall control and Landlord shall
compensate Tenant, in lump sum, for any amounts that, as a result of Landlord's
exercise of its option to recapture, are not being paid by such
sublessee/assignee. Landlord's option to recapture the Leasehold Premises shall
be subject to Tenant's review and approval, reasonably exercised, of Landlord's
financial condition and its plan to provide all Tenant's contracted-for services
with Tenant's catering/banquent/conference clients, and Landlord shall assume
responsibility to perform such contracts.

      In the event Landlord elects not to recapture the Lease as herein
provided, Tenant may nevertheless assign the Lease or sublet the whole of the
Leasehold Premises, subject to the Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed, on the following terms
and conditions:

      (a) Tenant shall provide Landlord with the name and address of the
proposed assignee or sublessee of the Lease.

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

      (c) Tenant and each assignee or sublessee shall be and remain liable for
the observance of all of the terms, conditions, covenants, provisions and
addenda of this Lease, including, but not limited to, the payment of rent
security as provided in Article 10 of this Lease, the payment of the rent
reserved herein, through the Lease Term; provided, however, that Tenant shall
have no obligation to comply with any provisions or modifications to this Lease
affected by Landlord and the sublessee/assignee. In the event Landlord and
sublessee/assignee


                                                                  Page 73 of 103
<PAGE>

enter a new lease, Tenant shall have no further obligation to Landlord under
this Lease.

      (d) In any event, the acceptance by Landlord of any rent from assignee or
from any of the subtenants or the failure of Landlord to insist upon a strict
performance of any of the terms, conditions and covenants herein, will not
relieve Tenant nor any assignee assuming this Lease, from any and all
obligations herein, during and for the Lease Term.

      (e) Landlord requires a payment to cover its reasonable attorney's fees
for each request for consent to sublet or assign prior to its consideration of
same.

      (f) There shall not be more than one sublease at any time.

      (g) Notwithstanding the foregoing, Tenant may, on an individual event
basis, sublease the Leasehold Premises, with all rights of access thereto, to
other caterers without Landlord's consent, and without any fees payable to
Landlord.

ARTICLE 66 MORTGAGE OF THE LEASEHOLD ESTATE

      Tenant has the right to mortgage the Leasehold Estate to any Leasehold
Mortgagee; provided that such mortgage does not encumber the Landlord's
Reversionary Estate.

ARTICLE 67 SUBORDINATION

      Tenant agrees that this Lease and Tenant's interest herein shall be
subordinate to any mortgage, deed of trust or any method of financing or
refinancing now or hereafter secured by the Reversionary Estate, including that
were or are hereafter built by Landlord on the Leasehold Premises subject to
Tenant's rights under this Lease and excluding the Tent, New Building and any
other Leasehold Improvements that are hereafter built and owned by Tenant on the
Leasehold Premises, and to all renewals, modifications, replacements,
consolidations and extensions


                                                                  Page 74 of 103
<PAGE>

thereof. Such subordination is effective without any further act of Tenant.
Nonetheless, upon request of Landlord, Tenant agrees to execute and deliver any
and all documents required to effectuate such subordination and failing to do so
within ten days after written demand, does hereby make, constitute and
irrevocably appoint Landlord as Tenant's Attorney-in-Fact to do so in Tenant's
name, place and stead. Notwithstanding the foregoing, Landlord has no right to
mortgage or otherwise pledge the Leasehold Estate to secure any mortgage, deed
of trust or any other method of financing or refinancing. Landlord shall secure
from any lender holding a mortgage or other secured interest at Flowerfield a
nondisturbance agreement reasonably acceptable to Tenant and its lenders.

      The foregoing shall not be construed to prohibit Landlord from pledging
the rent due Landlord under the Lease to secure any mortgage, deed of trust or
any method of financing or refinancing.

ARTICLE 68 ATTORNMENT

      In the event of the sale or assignment of Landlord's interest in
Flowerfield, or any part thereof of which the Leasehold Premises form a part, or
in the event of any proceedings brought for the foreclosure of, or in the event
of exercise of the power of sale made by Landlord covering the Leasehold
Premises, Tenant shall, upon the request of any person succeeding to the
interest of Landlord as a result of the foregoing events, automatically become
the tenant of such successor in interest, without change in the terms or other
provisions of this Lease. Upon request by said successor in interest, Tenant
shall execute and deliver an instrument or instruments reasonably acceptable to
Tenant, confirming such attornment.


                                                                  Page 75 of 103
<PAGE>

ARTICLE 69 SHORT FORM LEASE

      This Lease shall not be recorded, but the Parties will execute and
acknowledge a memorandum of Lease reasonably acceptable to the Parties which
will be recorded at the Suffolk County Clerk's office. Such memorandum of Lease
shall not contain any provision disclosing the rent. The Parties shall also
execute, and acknowledge, if necessary, any other documents reasonably required
to effect such recording.

ARTICLE 70 BROKERAGE COMMISSIONS

      Landlord represents and warrants to Tenant that Landlord has not employed
any broker in connection with the introduction of the Parties or the negotiation
or execution of this Lease.

      Tenant represents and warrants to Landlord that Tenant has not employed
any broker in connection with the introduction of the Parties or the negotiation
or execution of this Lease.

ARTICLE 71 INSOLVENCY OF TENANT

      If Tenant makes a general assignment for the benefit of creditors, or if
Tenant, pursuant to any insolvency or bankruptcy proceeding against Tenant,
including but not limited to, bankruptcy, insolvency, reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the present or future applicable federal, state, or other statute
or law, such event or proceedings shall constitute an Event of Default of this
Lease by Tenant, and Landlord may, subject to Applicable Laws, terminate this
Lease forthwith and upon notice of such termination Tenant's right to possession
of the Leasehold Premises shall cease and Tenant shall quit and surrender the
Leasehold Premises to Landlord but Tenant shall remain liable under this Lease;
provided, however that pending any


                                                                  Page 76 of 103
<PAGE>

reorganization, arrangement, composition, or readjustment or similar proceeding
other than insolvency, liquidation, dissolution, or similar proceeding, Tenant
has paid the Rent and Additional Rent and has not otherwise breached a material
provision of this Lease, Landlord shall have no right to terminate this Lease
pursuant to the provisions of this Article 71.

ARTICLE 72 LATE CHARGES, EVENT OF DEFAULT AND TERMINATION

      (a) If Tenant defaults in the payment of rent or any Additional Rent, or
defaults in the performance of any of the other material covenants and
conditions hereof or permits the Leasehold Premises to become deserted,
abandoned or vacated, Landlord shall give Tenant notice of such Event of
Default. If after Tenant's receipt of such notice, Tenant does not cure default
in the payment of Rent or Additional Rent within ten business days or any other
default in this Lease within 30 days of Tenant's receipt of such notice;
provided, however, that if a particular default cannot be cured within 30 days,
then Tenant shall be required to commence good faith efforts within 30 days to
effect such cure, then Landlord may terminate this Lease on not less than ten
days notice to Tenant. Tenant's right to possession of the Leasehold Premises
shall thereafter cease and Tenant shall quit and surrender the Leasehold
Premises to Landlord, but Tenant shall remain liable as otherwise provided in
this Lease.

      (b) If the notice provided for in paragraph (a) above is given, and the
Lease Term expires as aforesaid then and in any of such events, Landlord may
without notice or demand and without limiting Landlord in the exercise of any
right or remedy which Landlord may have by reason of such default or breach,
terminate


                                                                  Page 77 of 103
<PAGE>

Tenant's right to possession of the Leasehold Premises by any lawful means, in
which case this Lease shall terminate and Landlord may reenter the Leasehold
Premises either by force or otherwise, and dispossess Tenant and/or the legal
representative of Tenant or other occupant of the Leasehold Premises and remove
their property and effects and hold the Leasehold Premises as if this Lease had
not been made, and Tenant hereby waives the service of notice of intention to
reenter or institute legal proceedings therefor. Any property or effects removed
may be stored in a public warehouse or elsewhere at the cost of, and for the
account of Tenant, and without Landlord liable for trespass, or becoming liable
for any loss or damage which may be occasioned thereby. If Tenant receives
notice of an Event of Default and such default is not cured in accordance with
the terms of this Lease prior to the commencement of any Renewal Term of this
Lease, Landlord may cancel Tenant's option to such Renewal Term by written
notice to Tenant.

      (c) In case of any such default, reentry, expiration and or dispossess by
summary proceedings or otherwise, (i) the rent shall become due thereupon and be
paid up to the time of such reentry, dispossess and/or expiration, (ii) Landlord
may re-let the Leasehold Premises or any part or parts thereof, either in the
name of Landlord or otherwise, for a term or terms, which may at Landlord's
option be less than or exceed the period which would otherwise have


                                                                  Page 78 of 103
<PAGE>

constituted the applicable balance of the Lease Term and/or (iii) Tenant or the
legal representative of Tenant shall also pay Landlord liquidated damages for
the failure of Tenant to observe and perform Tenant's covenants herein
contained, any deficiency between the rent hereby reserved and/or covenanted to
be paid and the net amount, if any, of the rents collected on account of the
lease or leases of the demised premises for each month of the period which would
otherwise have constituted the applicable balance of the Lease Term; provided,
however, that Tenant shall have no obligation for any Renewal Term for which the
option therefor has not been exercised. The failure of Landlord to re-let the
Leasehold Premises or any part or parts thereof, despite Landlord's reasonable
efforts to re-let the Leasehold Premises, shall not release or affect Tenant's
liability for damages.

      In computing liquidated damages there shall be added to said deficiency
such expenses as Landlord reasonably incurs in connection with re-letting,
including but not limited to legal expenses, attorney's fees, brokerage,
advertising and for keeping the Leasehold Premises in good order and repair or
preparing the same for re-letting. Any such liquidated damages shall be paid in
monthly installments by Tenant on the rent day specified in this Lease and any
suit brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Landlord to collect the deficiency of any
subsequent month by a similar proceeding. Landlord, in putting the Leasehold
Premises in good order and repair or preparing the same to be re-let may, at
Landlord's option, make such alterations, repairs, replacements and/or
decorations in the Leasehold Premises as are reasonably determined by Landlord
to be necessary for the purpose of re-letting the Leasehold Premises as a
catering/banquet/conference facility and the making of such alterations, repairs
replacements and/or decorations shall not be considered to operate or be
construed to release Tenant from liability hereunder as aforesaid.

      Landlord shall make a good faith effort to mitigate damages. However,
Landlord shall in no event be liable in any way whatsoever for failure to re-let
the Leasehold Premises, or in the event that the Leasehold Premises are re-let,
for failure to collect the rent thereof under such re-letting, provided Landlord


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<PAGE>

makes a good faith effort to collect such rent, and in no event shall Tenant be
entitled to receive any excess, if any, of such net rents collected over the
sums payable by Tenant to Landlord hereunder.

      In the event of a breach by Tenant of any of the material covenants or
provisions hereof, Landlord shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity as if reentry, summary proceedings
and other remedies were not herein provided for. Mention in this Lease of any
particular remedy shall not preclude Landlord or Tenant from any other remedy at
law or in equity.

      Tenant hereby expressly waives any and all right of redemption granted by
or under any present or future laws in the event Tenant is evicted or
dispossessed pursuant to this Lease, or in the event Landlord obtains possession
of the Leasehold Premises by reason of Tenant's breach of any of the material
covenants and conditions of this Lease.

      In addition to its other remedies, the following shall apply if Tenant
shall fail to pay any Rent on or before the tenth (10th) day after it is due:

            Tenant shall pay Landlord a late charge equal to three percent (3%)
of the amount not paid plus any reasonable attorneys' fees incurred by Landlord
in connection with such late payment. The imposition of a late charge shall not
be construed to limit or waive Landlord's rights or remedies hereunder in the
case of default, or Tenant's right or remedies to cure any default.

      The following shall apply if Tenant fails to pay the amount due for 30
days after Landlord gives notice to Tenant of the failure:

            Tenant shall pay Landlord liquidated damages equal to one-fifth
(20%) of a monthly installment of the amount due, which


                                                                  Page 80 of 103
<PAGE>

shall include all of Landlord's expenses that arise from Tenant's failure to
make the payment when due. Landlord's expenses include the reasonable fees and
disbursements of attorneys employed to give Tenant notice of the failure and to
pursue any summary proceeding relating to the Lease.

      Any charges outlined in this paragraph will be considered Additional Rent.

ARTICLE 73 HOLDOVER

      In the event that Tenant does not vacate the Leasehold Premises on or
prior to the Expiration Date, or at the end of any option or renewal term,
without the express written consent of Landlord, then Tenant agrees to pay
Landlord double the monthly rent then applicable for each month or portion
thereof that Tenant retains possession of the Leasehold Premises or any part
thereof. Tenant will also pay Landlord all reasonable costs incurred by Landlord
associated with Tenant's failure to vacate the Leasehold Premises as Additional
Rent, and Tenant's obligation to pay such Additional Rent will survive
expiration, termination or cancellation of the Lease. Landlord's rights to
reenter the Leasehold Premises are not waived by the provisions of this Article
73. Tenant's holdover will constitute renewal of this Lease on a month-to-month
basis on the terms and conditions set forth herein except that the rent will be
double the monthly Rent applicable at the end of the Lease Term. The renewal of
this Lease at double the monthly rent will be at Landlord's sole option.

ARTICLE 74 LANDLORD'S SELF-HELP RIGHTS

      If Tenant fails to comply with any of its obligations under this Lease
other than a failure to pay rent and if the failure continues after Landlord
gives notice of the failure to Tenant,


                                                                  Page 81 of 103
<PAGE>

and Tenant does not cure same or does not make good faith efforts to cure same
in accordance with the terms of this Lease, the failure shall constitute a
breach of the Lease.

      Landlord shall have a "Self-Help Cure Period" which will begin 30 days
after Landlord has given notice to Tenant of the breach. In case of emergency,
the Self-Help Cure Period shall be any period that is reasonable under the
circumstances.

      If Tenant is able to begin to cure a failure within 30 days but is unable
to complete the cure within 30 days despite the exercise of due diligence, the
Landlord will not engage in Self-Help as long as the cure is diligently
prosecuted. If the Tenant is unable to begin to cure a failure within 30 days
despite the exercise of reasonable diligence, the Landlord will not engage in
Self-Help as long as Tenant takes all steps that may be reasonable under the
circumstances so that the cure may begin and as long as Tenant diligently
prosecutes the cure thereafter.

      The following shall apply if a breach shall occur with respect to the
Tenant and the Landlord engages in Self-Help pursuant to the above:

      Landlord shall have the right to cure the breach for the account and at
the expense of the Tenant as herein provided.

      Tenant shall reimburse Landlord as Additional Rent for expenses of the
cure with interest at the Applicable Rate from the date each expense is incurred
until the date of payment.

      Landlord may render an invoice to Tenant with respect to any amount to
which Landlord may be entitled herein.

      "Applicable Rate" as defined herein means a fluctuating rate equal to
three percent (3%) plus the prime rate of interest on corporate loans as
reported in the Wall Street Journal.

      If Tenant fails to pay Landlord any amount to which Landlord is entitled
in accordance with this Article 74 within 30 days after Landlord sends an
invoice to Tenant, the amount of the


                                                                  Page 82 of 103
<PAGE>

invoice shall be added to the next installment of rent and shall be considered
Additional Rent.

ARTICLE 75 LANDLORD AND TENANT CERTIFICATES

      Landlord and Tenant shall, without charge, at any time and from time to
time, within ten days after request by the other party, certify by written
instrument, duly acknowledged and delivered to any prospective lender, lender or
assignee of lender, firm or corporation specified by Landlord or Tenant:

      (a) That this Lease is unmodified and in full force and effect, or if
there has been a modification, that the same is in full force and effect as
modified and stating the modifications.

      (b) Whether or not there are any existing breaches or defaults by the
other party under any of the terms of this Lease and specifying such breach or
default or any setoffs or defenses against the enforcement of any of the
agreements, terms, covenants or conditions of this Lease upon the part of the
Landlord or Tenant, as the case may be, to be performed or complied with and, if
so, specifying the same and the steps being taken, if any, to remedy same.

      (c) The dates, if any, to which the Rent and other charges under this
Lease have been paid or has been paid in advance by Tenant.

      (d) The amount of rent security, if any, deposited with Landlord.

      Any such statement may be conclusively relied upon by any of Landlord's or
Tenant's mortgage lenders or prospective purchasers of the Leasehold Premises or
any of the real property of which the Leasehold Premises are a part or any
prospective purchasers of Tenant.

      Either Party's failure to deliver such statement within ten days after the
other party requests same shall be conclusive upon


                                                                  Page 83 of 103
<PAGE>

the party failing to deliver such statement that this Lease is in full force and
effect without modification, except as is represented by the requesting party,
that there are no uncured defaults in the requesting Party's performance and
that not more than one month's rent has been paid in advance.

      If Landlord desires to finance or refinance the Reversionary Estate or any
part thereof, Tenant shall deliver to any lender designated by Landlord all
financial statements of Tenant prepared in Tenant's reasonable course of
business by Tenant's accountants. All such financial statements shall be
received by Landlord in confidence and shall be used only for the purpose set
forth herein. Tenant shall have no obligation or liability to Landlord in
connection with any lender's adverse determination on Landlord's financing or
refinancing application based on such financial statements, nor shall Tenant be
deemed to be in default of this Lease due to such adverse determination based on
such financial statements.

ARTICLE 76 EXERCISE OF REMEDIES

      A party to this Lease may exercise its rights and remedies at any time, in
any order, to any extent, and as often as it deems advisable, except as
otherwise provided herein. A party may exercise its rights and remedies without
regard to whether the exercise of one right or remedy precedes, concurs with, or
succeeds the exercise of another.

      A single or partial exercise of a right shall not preclude a further
exercise of the right or remedy or the exercise of another right or remedy.

      No delay or omission in exercising a right or remedy shall exhaust,
prejudice or impair the right or remedy or constitute a waiver of, or
acquiescence to an Event of Default or breach.


                                                                  Page 84 of 103
<PAGE>

ARTICLE 77 WAIVERS

      No waiver of an Event of Default or breach shall extend to or affect any
other Event of Default or breach or impair any right or remedy with respect to
an Event of Default or breach.

      No action, including the payment or acceptance of rent, or inaction,
except for the execution of a written waiver document, shall constitute a waiver
of an Event of Default or breach.

      No waiver of a material Event of Default or breach shall be effective
unless it is in writing.

ARTICLE 78 LEASE CONTINGENCIES

      In addition to any other conditions set forth in this Lease, this Lease is
subject to the following conditions for which Tenant may cancel this Lease,
without liability, in the event that such conditions are not satisfied:

      (a) Zoning Swap. The Overall Premises are currently within zoning
districts designated by the Town as R-43 (one family residential) and LI (light
industrial) and the Tenant has been operating at the Overall Premises under the
1993 Lease pursuant to a variance/special use permit affecting part of the
Overall Premises within the R-43 zoning district which has been secured and
renewed by Landlord. The Landlord currently has an application pending with the
Town in which, in exchange for re-zoning part of the Overall Premises as LI
(light Industry), another Landlord owned site adjacent to the Overall Premises
would be zoned R-43, and will eliminate the need to secure future
variance/special use permits to use the Overall Premises for
banquet/catering/conference purposes (the "Zoning Swap"). The Town must approve
this Zoning Swap, without any conditions other than the preservation of the
noise restrictions which presently apply to the Overall Premises and have been
made a part of the Landlord's application.


                                                                  Page 85 of 103
<PAGE>

      (b) Landlord Approvals. Landlord must approve a building design and siting
of the New Building that is reasonably acceptable to Tenant.

      (c) Government Approvals. All required Government Approvals for the
Project must be received by December 8, 1997. The Town must issue building
permits for the renovation of the Butler Building, if necessary, and the New
Building construction subject to the provisions of Article 20.

ARTICLE 79 GOVERNMENT APPROVAL DELAYS

      The Parties will employ best reasonable efforts to secure all required
Government Approvals by December 1, 1997, pursuant to the terms of this Lease.
If, however, all required Government approvals are not received by December 8,
1997, Tenant may not be able to commence and complete the Project in time to
meet its banquet contract obligations which will resume in Spring, 1998. In the
event such permits are not received by December 8, 1997, Tenant shall have the
right to (a) delay its commencement of the Project and the Commencement Date for
one year, and/or (b) cancel this Lease in accordance with the Provision of
Article 78 if such permits are not issued by December 8, 1998. In the event that
the Project is delayed pursuant to the above, the monthly rent payable by Tenant
to Landlord between May 1, 1998 and either December 8, 1998 or the revised
Commencement Date of May 1, 1999, as the case may be, will be the average of the
monthly rent payable each month for (a) the 12 month period between June 1, 1997
and May 31, 1998 under the 1993 Lease and (b) Rent, Operating Costs and
Impositions for the first 12 months under this Lease.

ARTICLE 80 1993 LEASE RENEWAL TERM


                                                                  Page 86 of 103
<PAGE>

      The Parties acknowledge that the initial term of the 1993 Lease expires on
May 31, 1998 and that Tenant must give notice to Landlord that it is exercising
its option to extend the 1993 Lease through May 31, 2003 by no later than July
31, 1997. In the event that all Government Approvals for the Project are not
secured by July 31, 1997, the date for exercising the renewal option for the
1993 Lease shall be extended to 30 days after such Government Approvals are
issued; provided, however, that if as of May 31, 1998, all Government Approvals
have still not been issued, the expiration date for the 1993 Lease shall be
extended on a month-to-month basis along with Tenant's right to renew same until
30 days after Tenant's receipt of all Government Approvals. Upon the
Commencement Date, the 1993 Lease will terminate in favor of this Lease. If any
required Government Approval is disapproved, and Tenant, in its sole judgment
and discretion, does not challenge or appeal same, then Tenant shall have 30
days from its receipt of such disapproval to exercise its option to renew the
1993 Lease. If Tenant declines to renew the 1993 Lease, such Lease shall expire
on May 31, 1998 or as of the date Tenant notifies Landlord that Tenant will not
be renewing the Lease, whichever occurs last.

ARTICLE 81 WAIVER OF SUBROGATION

      Tenant releases Landlord and its respective employees and agents from
liability or responsibility for any loss or damage to the Leasehold Improvements
which arises as a result of fire or any other event with respect to which fire
or other property insurance is carried or required to be carried under this
Lease.

      Landlord releases Tenant and its respective employees and agents from
liability or responsibility for any loss or damage to any Flowerfield
improvements which arises as a result of a fire


                                                                  Page 87 of 103
<PAGE>

or any other event with respect to which fire or other property insurance is
carried or required to be carried under this Lease.

      A clause or endorsement of an insurance policy pursuant to which an
insurance company states, in effect, that a release of the type set forth herein
shall not impair or reduce coverage under the policy is referred to below as a
"waiver of subrogation".

      Tenant shall make good faith efforts to cause the insurance companies with
which fire or other property insurance is carried as to the Leasehold
Improvements and the Leasehold Premises to include a waiver of subrogation
clause or endorsement in the property insurance policies.

      No party to this Lease shall be obligated to amend its current insurance
policy to include insurance against a waiver of subrogation if their current
policies do not include same.

ARTICLE 82 NOTICES

      A notice to Landlord shall be properly addressed only if addressed to
Gyrodyne Company of America, Inc. 7 Flowerfield - Suite 28, Saint James, New
York 11780.

      A notice to Tenant shall be properly addressed only if addressed to 80
Brown's River Road, Sayville, New York 11782.

      A notice shall be valid only if it is given in writing and properly mailed
and if a copy of the notice is given in accordance with this Lease.

      A notice to a party shall be properly addressed only if addressed to the
address of the party set forth in this Lease or to any other address either
party may designate by giving written notice to the other party.

      A notice shall be properly mailed only if mailed by certified or
registered mail, return receipt requested, postage prepaid and properly
addressed. The Parties may also transmit


                                                                  Page 88 of 103
<PAGE>

notices via telecopier, provided such transmission is followed by a transmittal
confirmation or by a reputable national overnight delivery service.

ARTICLE 83 INTERPRETATION

      To the extent the context of any provision of this Lease requires, the
singular includes the plural and the plural includes the singular.

      A provision of this Lease which requires a Party to perform an action
shall be construed as to require the Party to perform the action or to cause the
action to be performed. A provision of this Lease which prohibits a Party from
performing an action shall be construed so as to prohibit the Party from
performing the action or from prohibiting others to perform the action.

      Except as otherwise set forth in this Lease, each Party shall be deemed to
be required to perform its obligations under this Lease at its own expense, and
each Party shall be permitted to exercise its rights and privileges only at its
own expense.

ARTICLE 84 CONSENT AND APPROVALS

      Unless the sole discretion of either Party is expressly reserved in this
Lease, all required consents and approvals will not be unreasonably withheld or
delayed by the Party charged therewith.

ARTICLE 85 PARTIAL INVALIDITY

      If any of the provisions of this Lease or the application thereof to any
person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Lease or the application of such provision or provisions to
persons or circumstances other than those to whom or which it is held invalid or
unenforceable, shall not be affected thereby and every


                                                                  Page 89 of 103
<PAGE>

provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.

ARTICLE 86 PRIOR AGREEMENTS AND DISCUSSIONS

      All agreements between Landlord and Tenant before the date of this Lease
are canceled; provided, however, that the 1993 Lease shall remain in full force
and effect until the Commencement Date. All prior negotiations for this Lease
are merged into this Lease. The submission of any unexecuted copy of this Lease
shall not constitute an offer to be legally bound by the provisions of the
document submitted. No party shall be bound by this Lease until it is executed
and delivered by both Parties.

      Notwithstanding the Commencement Date upon which many of the rights and
obligations of the Parties commence, and the continuation of the 1993 Lease
pending the Commencement Date this Lease contains certain provisions that are
applicable to and control the activities, rights and obligations of the Parties
that manifest as of the date hereof as well as on dates occurring prior to the
Commencement Date. To the extent the context of any provision of this Lease
requires, the obligations of the Parties under any such provision shall be
deemed to commence as of the date required thereby. The Parties' undertaking of
such rights and obligations prior to the Commencement Date shall not be
construed to extend the Lease Term.

ARTICLE 87 LIMITED LIABILITY

      Notwithstanding anything to the contrary provided in this Lease, it is
specifically understood and agreed, with respect to any of the terms, covenants
and conditions of the Lease, that Tenant shall look solely to the Landlord's
estate and interest in the Leasehold Premises and Landlord's insurance coverage
for the


                                                                  Page 90 of 103
<PAGE>

satisfaction of each and every remedy of Tenant, for the collection of a
judgment or other judicial process or arbitration award requiring the payment of
money by Landlord. No other property or assets of Landlord, Landlord's agents,
shareholders, partners, principals, affiliates, directors, officers or employees
shall be subject to levy, lien, execution, attachment or other enforcement
procedure for the satisfaction of Tenant's rights and remedies under or with
respect to this Lease.

      Landlord shall look solely to Tenant and Tenant's insurance coverage for
the satisfaction of each and every remedy of Landlord, for the collection of a
judgment or other judicial process or arbitration award requiring the payment of
money by Tenant. No other property of Tenant's agents, shareholders, partners,
principals, affiliates, directors, officers or employees shall be subject to
levy, lien, execution, attachment or other enforcement procedure for the
satisfaction of Landlord's rights and remedies under or with respect to this
Lease.

ARTICLE 88 EXHIBITS

      All Exhibits "A" through "D" attached to this Lease constitute parts of
this Lease.

ARTICLE 89 CAPTIONS AND TABLE OF CONTENTS

      The captions of this Lease are for convenience and reference only and in
no way define, limit or describe the scope or intent of this Lease nor in any
way affect this Lease.

      The table of contents preceding this Lease but under the same cover of
this Lease is for the purpose of convenience and reference only and is not to be
deemed or construed in any way as part of this Lease, nor as supplemental
thereto or amendatory thereof.


                                                                  Page 91 of 103
<PAGE>

ARTICLE 90 APPLICABLE LAWS

      This Lease shall be governed by and construed in accordance with the laws
of the State of New York.

ARTICLE 91 BINDING EFFECT

      This Lease shall be binding upon the Parties and their respective
successors, legal representatives and assigns and shall inure to the benefit of
the Parties and their respective successors and assigns.

ARTICLE 92 AMENDMENTS AND CANCELLATION

      This Lease shall not be amended or canceled orally.

ARTICLE 93 NO THIRD PARTY BENEFICIARIES

      The Parties acknowledge that Landlord and Tenant are the only parties to
this Lease. Subject to the Parties' rights set forth in this Lease to secure
financing and to assign their rights hereunder, the rights and obligations of
the Parties under this Lease shall not be construed to be for the benefit of or
enforceable by any third party that is not a party to this Lease.

ARTICLE 94 SEPARATE LEASE

      The Parties acknowledge that this Lease is a separate lease between the
Parties and is not, nor is it to be construed as, an extension or renewal of the
1993 Lease.

ARTICLE 95 COUNTERPART EXECUTION

      This Lease may be executed in any number of counterparts, and all such
counterparts shall together constitute one and the same instrument.


                                                                  Page 92 of 103
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed by their duly authorized officers and their respective corporate seals
to be hereunto affixed.

                                             GYRODYNE COMPANY OF AMERICA, INC.

                                             By:_______________________________
                                                Dimitri P. Papadakos, President


                                             FLOWERFIELD CELEBRATIONS, INC.

                                             By:_______________________________
                                                Gerard Scollan, President

STATE OF NEW YORK
                    SS:
COUNTY OF SUFFOLK

On the 11th day of November, 1996, before me came Dimitri P. Papadakos, to me
known, who, being by me duly sworn, did depose and say that he resides at
Parkside Avenue, St. James, New York, that he is President of Gyrodyne Company
of America, Inc., the corporation described in and which executed the foregoing
Lease, that he knows the seal of said corporation; that the seal affixed to said
Lease is such corporate seal; that it was so affixed by


                                                                  Page 93 of 103
<PAGE>

order of the Board of Directors of Gyrodyne Company of America, Inc. and that he
signed same by like order.

STATE OF NEW YORK
                    SS:
COUNTY OF SUFFOLK

On the 11th day of November, 1996, before me came Gerard Scollan, to me known,
who, being by me duly sworn, did depose and say that he resides at 145 Handsome
Avenue, Sayville, New York, 11782 that he is President of Flowerfield
Celebrations, Inc., the corporation described in and which executed the
foregoing Lease, that he knows the seal of said corporation; that the seal
affixed to said Lease is such corporate seal; that it was so affixed by order of
the Board of Directors of Flowerfield Celebrations, Inc. and that he signed same
by like order.


                                                                  Page 94 of 103