Exhibit 10.8
                                                                   ------------

                               AGREEMENT OF LEASE


                                     BETWEEN


                                 RSK REALTY LTD


                                       AND


                             HERLEY INDUSTRIES, INC.



<PAGE>





                                TABLE OF CONTENTS


SPACE ...................................................................1

TERM.....................................................................1

RENT.....................................................................3

USE OF PREMISES..........................................................6

TAXES....................................................................7

CONDITION OF PREMISES AND DELIVERY OF POSSESSION.........................8

INITIAL CONSTRUCTION.....................................................8

REPAIRS, MAINTENANCE, FLOOR LOADS AND PARKING RESTRUCTION................9

TENANT'S ALTERATION.....................................................12

UTILITIES...............................................................14

REQUIREMENTS OF LAW, SPRINKLERS.........................................14

INSURANCE...............................................................17

DAMAGE OR DESTRUCTION...................................................19

SUBORDINATION...........................................................21

INDEMNIFICATION.........................................................23

EMINENT DOMAIN..........................................................23

RIGHT TO SUBLET OR ASSIGN...............................................25

RIGHT TO INSPECT; POSTING SIGNS.........................................28

DEFAULT.................................................................30

                                        i

<PAGE>

REMEDIES OF LANDLORD....................................................31

ATTORNEY'S FEES.........................................................33

WAIVER OF REDEMPTION, COUNTERCLAIM, TRIAL BY JURY.......................33

NO WAIVER...............................................................34

END OF TERM.............................................................35

BROKER..................................................................36

QUIET ENJOYMENT.........................................................37

NONLIABIITY OF LANDLORD.................................................37

NO ABATEMENT............................................................38

APPLICABLE LAW AND CONSTRUCTION.........................................38

CONSTRUCTION ON ADJACENT PREMISES OR BUILDINGS..........................39

UTILITY EASEMENT........................................................40

NOTICES.................................................................40

BINDING EFFECT OF LEASE.................................................40

UNAVOIDABLE DELAYS......................................................41

SANITARY SYSTEMS........................................................41

COMMON AREA MAINTENANCE CHARGE..........................................41

PARKING.................................................................42

CLEANING, RUBBISH REMOVAL...............................................42

EXHIBIT "A".............................................................45






                                       ii


<PAGE>





                             AGREEMENT OF LEASE


     AGREEMENT  OF LEASE made as of the 1st day of  September,  1999 between RSK
Realty LTD a limited partnership having its principal office at 44 Midwood Road,
Rockville Centre,  New York 11570 (hereinafter  referred to as "Landlord"),  and
HERLEY  INDUSTRIES,  INC.,  a  corporation  having  its  principal  office at 10
Industry  Drive,  Lancaster,  Pennsylvania  17603  (hereinafter  referred  to as
"Tenant").

                                      SPACE

     1.Landlord  hereby  leases to Tenant and Tenant  hereby hires from Landlord
the real property and the building and other  improvements  thereon known as and
located at 425 Smith Street Farmingdale,  New York 11735 as shown on Exhibit "A"
annexed hereto (such real property,  building and improvements being hereinafter
referred to as the "Premises" and such building being hereinafter referred to as
the  "Building").  The parties  stipulate  and agree that the Premises  contains
46,280 square feet in a Building containing 68,282 square feet which constitutes
100.00 percent of the areas of the Building ("Tenant's Proportionate Share").

              The  Premises  are let  subject  to  covenants,  restrictions  and
easements of record,  governmental laws, rules,  regulations and orders, and the
reservation  by Landlord of all air rights above,  around and about the Premises
and all rights to increase the sizes of surrounding  buildings  based on the air
rights appurtenant to the Premises,  an, if and when permitted by any present or
future zoning laws, ordinances, orders or regulations.

                                      TERM

         2. (a) The term  ("Term"  or  "Demised  Term" or  "term") of this lease
shall  commence  on the  date of this  lease  (the  "Term  Commencement  Date").
Tenant's  obligation  to pay Rent (as  defined in Article 3) shall  commence  on
Sept.  1, 1999.  The Term of this  lease  shall  expire on the day  (hereinafter
referred to as the "Expiration Date") which is ten (10) years after (I) the Rent
Commencement  Date, if such date is the first day of a calendar  month,  or (ii)
the first day of the first full calendar month  following the Rent  Commencement
Date, if such date is not the first day of a calendar month.

         (b) Tenant  waives any right to rescind this lease under  Section 223-a
of the New York Real  Property Law or any  successor  statute of similar  import
then in force and  further  waives the right to recover  any  damages  which may
result from Landlord's failure to deliver possession of the Premises by the Rent
Commencement Date.


         (c) Upon the request of Landlord,  Tenant  agrees to execute a writing,
prepared and executed by  Landlord,  setting  forth the actual date on which the
Term Commencement  Date, the Rent Commencement Date and the Expiration Date took
place or will take place.  Notwithstanding  anything to the  contrary  contained
herein,  such  writing  shall be  deemed  a part of this  lease  and  conclusive
evidence of such dates.

         (d) A "Lease Year" shall  comprise a period of twelve (12)  consecutive
calendar  months.  The first Lease Year shall commence on the Rend  Commencement
Date but,  notwithstanding  the first  sentence of this  paragraph,  if the Rend
Commencement  Date is not the first day of a month,  then the first  Lease  Year
shall include the additional  period from the Rend  Commencement Date to the end
of the  month in  which  the Rent  Commencement  Date  shall  take  place.  Each
succeeding  Lease Year shall end on the anniversary  date of the last day of the
preceding Lease Year. For example,  if the Rent  Commencement Date is January 1,
1999, the first Lease Year would begin on January 1, 1999 and end on January 31,
2000, the second Lease Year would begin on February 1, 2000, and each succeeding
Lease Year would end on January 31st.
<PAGE>

                                      RENT

         3. (a) Tenant covenants to pay to Landlord at its principal  office, or
at such place as Landlord shall from time to time direct in writing, the minimum
annual  rent set  forth  below,  and the  additional  rent  required  to be paid
pursuant  to the  terms of this  lease.  Minimum  annual  rent  and  such  other
additional  rent  and  charges  which  Tenant  shall  be  required  to  pay  are
hereinafter  sometimes  referred to as "Rent".  Minimum  annual rent shall be as
follows:

         During  the  first  Lease  Year,  the  minimum  annual  rent  shall  be
         $312,390.00 payable in equal monthly installments of $26,032.50.

         During  the  second  Lease  Year,  the  minimum  annual  rent  shall be
         $324,885.60 payable in equal monthly installments of $27,073.80.

         During  the  third  Lease  Year,  the  minimum  annual  rend  shall  be
         $337,881.02 payable in equal monthly installments of $28,156.75.

         During  the  fourth  Lease  Year,  the  minimum  annual  rent  shall be
         $351,396.26 payable in equal monthly installments of $29,283.02.

         During  the  fifth  Lease  Year,  the  minimum  annual  rent  shall  be
         $365,452.12 payable in equal monthly installments of $30,454.34.

         During  the  sixth  Lease  Year,  the  minimum  annual  rent  shall  be
         $376,415.68 payable in equal monthly installments of $31,367.97.

         During  the  seventh  Lease  Year,  the  minimum  annual  rent shall be
         $387,708.15 payable in equal monthly installments of $32,309.01.

         During  the  eighth  Lease  Year,  the  minimum  annual  rent  shall be
         $401,277.93 payable in equal monthly installments of $33,439.83.

         During  the  ninth  Lease  Year,  the  minimum  annual  rent  shall  be
         $415,322.66 payable in equal monthly installments of $34,610.22.

         During  the  tenth  Lease  Year,  the  minimum  annual  rent  shall  be
         $429,858.96 payable in equal monthly installments of $35,821.58.
<PAGE>

                  (b) Tenant shall pay the minimum  annual rent in equal monthly
installments  in advance on the first day of each calendar month included in the
term, except that Tenant shall pay the first month's rent upon execution of this
lease.

                  (c) All Rent  shall  be paid in  lawful  money  of the  United
States which shall be legal tender in payment of all debts and dues,  public and
private,  at the time of payment,  at the address of Landlord  set forth in this
lease or at such other place as Landlord  in writing may  designate  without any
set-off or deduction whatsoever and without any prior demand therefor.

                  (d) Unless  another time shall be herein  expressly  provided,
any additional rent shall be due and payable on demand or together with the next
succeeding  installment of minimum annual rent, whichever shall first occur; and
Landlord shall have the same remedies for failure to pay the additional  rent as
for a non-payment of minimum annual rent.

                  (e)  For any  portion  of a  calendar  month  included  at the
beginning or end of the term, Tenant shall pay 1/30th of the closest  applicable
monthly installment of minimum annual rent (specifically  excluding month one of
the first  Lease Year and months  eleven and twelve of the tenth Lease Year) for
each day of such portion, payable in advance at the beginning of such portion.

                  (f) In any case in which the minimum annual rent of additional
rent is not paid within five (5) days of the day when same is due,  Tenant shall
pay a late charge equal to 8-1/2 cents for each dollar so due;  and, in addition
thereto,  the sum of $100.00 for the purpose of defraying  expenses  incident to
the handling of such  delinquent  account.  Tenant  further agrees that the late
charge  imposed  herein  is  fair  and  reasonable,   complies  with  all  laws,
regulations  and statutes,  and  constitutes an agreement  between  Landlord and
Tenant as to the estimated  compensation for costs and  administrative  expenses
incurred  by  Landlord  due to the late  payment of rent to  Landlord by Tenant.
Tenant  further agrees that the late charge  assessed  pursuant to this lease is
not  interest,  and the late charge  assessed  does not  constitute  a lender or
borrower/creditor relationship between Landlord and Tenant.

                  (g) If Tenant shall default in making any payment  required to
be made by Tenant or in  performing  any  obligation  of Tenant under this lease
which shall  require the  expenditure  of money,  Landlord may, but shall not be
obligated to, make such payment on behalf of Tenant or expend such sum as may be
necessary  to perform or fulfill such  obligation.  Any sums so paid by Landlord
shall be deemed  Rent and shall be due and  payable to  Landlord  at the time of
payment of the next installment of minimum annual rent.
<PAGE>

                                 USE OF PREMISES

         4. (a)  Tenant  shall use and  occupy  the  Premises  solely  for light
manufacturing   of  microwave   components  and  products,   and  executive  and
administrative  offices related  thereto and for no other purpose.  Tenant shall
not use or permit the use of the Premises  contrary to any  applicable  statute,
ordinance of regulation or in violation of the  Certificate  of Occupancy of the
Building, or in a manner which would cause structural injury to the Building.

                  (b) Tenant acknowledges that the value of the Premises and the
reputation  of Landlord  will be seriously  injured if the Premises are used for
any obscene or pornographic  purposes or if any obscene or pornographic material
is permitted on the Premises.  Tenant further agrees that Tenant will not permit
any such uses by Tenant or a  subleassee  of the Premises or an assignee of this
lease.  This Paragraph shall directly bind any successors in interest to Tenant.
Tenant agrees that,  if at any time,  Tenant  violates any of the  provisions of
this  Paragraph,  such  violation  shall be  deemed a  breach  of a  substantial
obligation of the terms of this lease and  objectionable  conduct.  Pornographic
material is defined for  purposes of this  Paragraph as any written or pictorial
matter with  prurient  appeal or any objects or  instruments  that are primarily
concerned with lewd or prurient  sexual  activity.  Obscene  material is defined
here as it is in Penal Law ss.235.00.


                                      TAXES

         5. (a) During the term of this lease,  Tenant  covenants  and agrees to
pay,  in the  manner  set  forth in this  Article,  all Real  Estate  Taxes,  as
additional rent.

                  (b) The term "Real  Estate  Taxes" shall be deemed to mean all
taxes and  assessments,  special or otherwise,  assessed upon or with respect to
the  ownership  and all other  taxable  interests  in the land and  improvements
thereon of which the Demised  Premises  are part,  imposed by Federal,  State or
local governmental  authority or any other taxing authority having  jurisdiction
over  Landlord's  tax lot or lots,  but shall not  include  income,  intangible,
franchise,  capital stock,  estate in inheritance taxes, or taxes based upon the
receipt of rentals  (unless the same shall be in lieu of "Real Estate  Taxes" as
herein defined by whatever name the tax may be designated).

                  (c)  Commencing on the Rent  Commencement  Date and continuing
throughout the term of this lease,  Tenant shall pay to Landlord the Real Estate
Taxes  for each  tax year  occurring  in whole or part  during  the term of this
lease.  Any amount due to Landlord under the provisions of this Article shall be
paid  within five (5) days after  receipt by Tenant from  Landlord of an invoice
therefor. Landlord shall furnish Tenant with evidence of the amount of such Real
Estate Taxes. A copy of the tax bill shall be sufficient  evidence of the amount
of Real Estate Taxes imposed upon the  Premises.  Tenant shall also pay when due
any occupancy  taxes arising under or in connection with this lease. In addition
to the  foregoing,  Tenant  shall also be  responsible  for any increase in Real
Estate Taxes resulting from Tenant's  improvements  performed by or on behalf of
Tenant.
<PAGE>

                  (d)  Landlord's  failure  during  the  term of this  lease  to
prepare and deliver any of the  foregoing  invoices,  tax  statements,  or other
demand for payment of Real Estate Taxes or  Landlord's  failure to make a demand
for any other item of additional  rent due hereunder  shall not in any way waive
or cause  Landlord  to forfeit  or  surrender  its rights to collect  any of the
foregoing  items of additional rend which may have become due during the term of
this lease.

                  (e) If any  mortgagee of the Premises  requires that funds for
the payment of Real Estate taxes be escrowed with such  mortgagee,  Tenant shall
pay to  such  mortgagee,  in a  timely  manner,  the  amounts  required  by such
mortgagee to be escrowed for the payment of Real Estate Taxes.

                  (f) Tenant  shall pay to  Landlord  on demand any Real  Estate
Taxes  relating  to the term of this  lease  which  may  have  been  prepaid  by
Landlord. With respect to any period at the expiration of the term of this lease
which shall  constitute a partial tax year,  Tenant shall be responsible for the
Real  Estate  Taxes  allocable  to such  partial  tax  year and  Landlord's  tax
statement shall apportion the amount of the additional rental due hereunder. The
obligation of Tenant in respect of such  additional rent applicable for the last
year of the term of this lease or part thereof shall  survive the  expiration of
the term of this lease.


                CONDITION OF PREMISES AND DELIVERY OF POSSESSION

         6. (a) Except as otherwise  specifically set forth in Article 7 hereof,
Tenant agrees to accept the Premises in its "as is"  condition  and  understands
and agrees that Landlord  shall not be required to perform any work,  supply any
materials or incur any expense to prepare the Premises for Tenant's occupancy.

                  (b) If Landlord  shall be unable to deliver  possession of the
Premises by the Rent  Commencement  Date,  Landlord  shall not be subject to any
liability  for such  failure to give  possession  and Tenant  hereby  waives the
provisions  of Section  223-a of the Real  Property Law of the State of New York
and any other law of like import now or hereafter enacted.

                              INITIAL CONSTRUCTION
         7. The heating,  ventilating and air conditioning systems servicing the
Premises shall be in good working order as of the Rend Commencement Date. Tenant
shall, at Tenant's sole cost and expense,  perform the work necessary to prepare
the  Premises  for Tenant's  occupancy  in  accordance  with and pursuant to the
provisions  of  Article 9 herein.  Upon  completion  of the  foregoing  work and
Landlord's satisfactory inspection of same, Landlord shall provide Tenant with a
work  allowance  of Twenty  Seven  Thousand  ($27,000.00)  Dollars to be used by
Tenant in  connection  with the work  necessary  to  prepare  the  Premises  for
Tenant's occupancy.
<PAGE>

REPAIRS, MAINTENANCE, FLOOR LOADS AND PARKING RESTRICTUION

         8. (a) Tenant shall at all times keep and maintain the Premises in good
order,  condition and repair,  and shall make all  nonstructural  repairs to the
Premises,  including,  without  limiting the  generality of the  foregoing,  (i)
maintenance and repair of the electrical,  plumbing,  heating, air conditioning,
ventilation  and all other  mechanical  systems  servicing  the  Premises;  (ii)
regularly-scheduled  cleaning and  maintenance  of the interior of the Premises;
(iii) the repair and  maintenance  of all plate  glass;  (iv) all common  areas,
landscaping,  sidewalks,  driveways and parking areas at the Building;  and (vi)
keeping the exterior  Premises  clean and free of debris,  snow and ice.  Tenant
shall  obtain and keep in full force and effect for the benefit of Landlord  and
Tenant, wish a responsible company doing business in Nassau or Suffolk County, a
service,   repair  and  maintenance   contract  with  respect  to  the  heating,
ventilating  and  air  conditioning  systems  of the  Premises.  A copy  of such
contract and all renewals thereof shall,  upon issuance and thereafter not later
than ten (10) days prior to expiration,  be furnished to Landlord  together with
evidence  of  payment.  If  Tenant  fails to make any  repairs  or  replacements
required to be made by Tenant,  Landlord may, without  obligation,  perform same
for the account of Tenant at Tenant's  expense and the cost thereof shall be due
and  payable  by  Tenant to  Landlord  as  additional  rent.  In the event  that
structural  repairs,   replacement  or  alterations  or  any  other  repairs  or
replacements  included  under  Article  I(b)  hereof  shall be  necessitated  or
occasioned, in whole or in part, by the acts, omissions, or neglect of Tenant or
any person claiming through or under Tenant or any of their servants, employees,
contractors, agents, visitors or licensees, or by the use of occupancy or manner
of use or  occupancy of the  Premises by Tenant,  or any such  person,  Landlord
shall make such repairs,  replacements  or alterations at Tenant's sole cost and
expense.
         (b) Landlord shall be  responsible  for  maintenance  and repair of the
structural  elements of the Building,  excluding the roof, which Tenant shall be
responsible to repair and maintain.  In the event that maintenance and repair of
the  structural  elements  of the  Building  are caused or  necessitated  by the
negligence  or  intentional  acts of Tenant,  its agents,  servants,  employees,
licensees or invitees, Landlord shall perform such repairs at Tenant's sole cost
and expense.  Landlord shall not be required to commence any repairs required to
be performed by it until after Notice from Tenant that same are necessary, which
notice,  except in the case of  emergency,  shall be in writing and shall permit
Landlord  ten (10) days in which to commence  such  repair.  When  necessary  by
reason  of  accident  or other  casualty  occurring  in the  Building  or at the
Premises or in order to make any necessary repairs,  alterations or improvements
in or relating to the Building or the Premises or other  portions of  Landlord's
property, Landlord reserves the right to interrupt,  temporarily, and on written
notice  to  Tenant  the  supply  of  utility   service  until  said  repairs  or
improvements  shall have been  completed.  There shall be no  abatement  in Rent
because of any such interruption.

         (c) Tenant shall not place a load upon any floor of the Premises  which
exceeds  the floor load per square  foot area which such floor was  designed  to
carry. If tenant shall desire a floor load in excess of that for which the floor
of any portion of the Premises is designed, upon submission to Landlord of plans
showing  the  location  of and the  desired  floor  live  load  for the  area in
question,  Landlord may  strengthen  and  reinforce  the same,  at Tenant's sole
expense, so as to carry the live load desired.  Business machines and mechanical
equipment used by Tenant which cause  vibration or noise that may be transmitted
to or through the  Building  shall be placed and  maintained  by Tenant,  at its
expense,  in  settings  of cork,  rubber or  spring-type  vibration  eliminators
sufficient to eliminate such vibration or noise.
<PAGE>

         (d) Tenant shall comply with the following restrictions with respect to
the Premises:  (i) Tenant shall store all trash and refuse in appropriate sealed
and covered  containers either within the Premises or in a concealed location at
the rear of the Building  and shall  attend to the regular  disposal and removal
thereof.  (ii) Tenant  shall  receive  all  deliveries,  load and unload  goods,
merchandise,  supplies, fixtures, equipment,  furniture and rubbish only through
proper  service doors and loading  docks  serving the Building,  but in no event
through  the main front  entrance  thereof.  (iii)  Tenant  shall not change the
exterior  colors  or  architectural  treatment  of  the  Premises  or  make  any
alterations  or changes  to the  exterior  of the  Building  or to the  grading,
planting or landscaping  of the exterior of the Building  without the consent of
Landlord,  which shall not be unreasonably withheld. (iv) Tenant shall not place
or install or suffer to be placed or installed any sign upon the Building or the
Premises  unless such sign shall be approved by Landlord and shall be harmonious
with the signs of adjoining properties.  In any event, Tenant shall not place or
cause to be placed upon the Building any awning,  canopy, banner, flag, pennant,
aerial,  antenna or the like. All signs or lettering on or about the Premises or
the Building  shall be neat and of reasonable  size.  The following are strictly
prohibited:  (x) Paper signs and  stickers;  (y) Moving,  flickering or flashing
lights; (z) Exposed neon or florescent tubes or other exposed light sources. (v)
Tenant  shall not permit the parking of any vehicle on the streets and  roadways
adjoining or  surrounding  the Building and Tenant shall require its  employees,
customers,  invitees,  licensees  and visitors to park only in the parking areas
serving  the  Premises.  Tenant  agrees  that  any  violators  of  this  parking
restriction  may be towed away by Landlord at Tenant's sole cost and expense and
Tenant shall indemnify,  defend and hold Landlord harmless against any claims or
liabilities  (including  Landlord's  attorneys'  fees) arising by reason of such
towing by Landlord.  (vi) Tenant shall not  manufacture or store any item which,
in  the  opinion  of  Landlord,  causes  offensive  odors,  irritations,  or any
discomfort to occupants of the Building of which the Premises form a part.

                               TENANT'S ALTERATION

         9. Tenant shall not make, without Landlord's prior written consent, any
installations,  repairs,  alterations,  improvements  or  changes  in or to  the
Premises.  All  improvements,  alterations  and  replacements,  and all building
service equipment made or installed by or on behalf of Tenant, shall immediately
upon completion or  installation  thereof be and become the property of Landlord
(except for purposes of sales tax which shall remain  Tenant's  obligation)  and
shall remain upon the Premises at the  expiration or sooner  termination of this
lease.  Notwithstanding the foregoing,  all trade fixtures,  movable partitions,
furniture  and  furnishings  installed at the expense of Tenant shall remain the
property of Tenant and Tenant may remove the same or any part thereof during the
term  of  this  lease,  or if the  term  shall  end  prior  to the  date  herein
specifically  fixed  for  such  termination,   then  within  a  reasonable  time
thereafter,  but Tenant shall, at its expense,  repair any and all damage to the
Premises  resulting from or caused by such removal.  Title to any property which
Tenant elects not to remove or which is abandoned by Tenant shall, at the end of
the term,  vest in Landlord.  Tenant shall not make any repairs,  alterations or
improvements  until it shall have first  submitted  to  Landlord  all  drawings,
plans,  layouts and specifications for such work (plans and specifications") and
Landlord shall have approved same. All such work to be performed by Tenant shall
be in accordance with the approved plans and  specifications  and Landlord shall
have the right at any time  during  the  pendency  of such work to  inspect  the
Premises and the manner of construction.  All plans and specifications  shall be
compatible with the Landlord's  building plans; comply with all applicable laws,
including  without  limitation,  the Americans with disabilities Act of 1990, as
amended,  and the  rules,  regulations,  requirements  and orders of any and all
government agencies,  departments or bureaus having  jurisdiction;  and be fully
detailed. Including locations and complete dimensions. Tenant shall, at Tenant's
expense, (i) cause all plans and specifications to be fled with the governmental
agencies  having  jurisdiction   thereover,   (ii)  obtain  when  necessary  all
governmental  permits,  licenses and authorizations  required for the work to be
done in connection  therewith,  and (iii) obtain all necessary  certificates  of
occupancy,  both temporary and permanent.  Landlord shall execute such documents
as may be  reasonably  required in  connection  with the  foregoing and Landlord
shall  otherwise   cooperate  with  Tenant  in  connection  with  obtaining  the
foregoing,  but without any expense to Landlord.  No work shall  commence in the
Premises  until (i) Tenant has procured all necessary  permits  therefor and has
delivered copies of same to Landlord,  (ii) Tenant has procured a paid builder's
risk   insurance   policy  with  a  combined   single  limit  of  Three  Million
($3,000,000.00)  Dollars for personal  injury,  death and property damage claims
arising out of any one occurrence  naming Landlord as an additional  insured and
has delivered to Landlord a certificate of insurance evidencing such policy, and
(iii) Tenant or its  contractor has procured a worker's  compensation  insurance
policy  covering the  activities of all persons  working at the Premises and has
delivered to Landlord a certificate of insurance evidencing such policy.  Tenant
may use any licensed architect or engineer,  reasonably approved by Landlord, to
prepare its plans and  specifications  to file for  permits.  However,  all such
plans and permit applications shall be subject to review,  revision and approval
by Landlord or its architect.  In the event of any such repairs,  alterations or
improvements,  Landlord  shall have the  option to require  Tenant to deliver to
Landlord at Tenant's cost and expense a bond satisfactory to Landlord in the sum
equal to the cost of the work.  Any  mechanic's  liens filed at any time against
the Premises,  for work claimed to have been performed or for materials  claimed
to have been furnished to Tenant or Tenants contractors or subcontractors, shall
be discharged by Tenant within ten (10) days after filing by bonding, payment or
otherwise, and upon Tenant's failure to timely discharge any such lien, Landlord
may  discharge  same  through  payment,  bonding or  otherwise  and Tenant shall
reimburse  Landlord,  upon  demand,  for  all  costs  incurred  by  Landlord  in
connection therewith.
<PAGE>

                                    UTILITIES

         10. (a) Tenant shall provide (through a provider selected by Landlord),
at its own expense,  fuel,  heat,  water,  electricity  and all other  utilities
required in connection with its use of the Premises. Landlord shall be obligated
only to make available to Tenant the utility lines and facilities  servicing the
Premises in working  order at the  commencement  of the term of this lease.  (b)
Tenant  shall  be  responsible  for  all  deposits  required  by the  respective
utilities  for  service.  Tenant  shall  comply  with  all  requirements  of the
utilities supplying said service.  Landlord shall have no responsibility for the
installation of telephone or data service.

                         REQUIREMENTS OF LAW, SPRINKLERS


         11. (a) Tenant  shall  promptly  execute and comply with all  statutes,
ordinances,  rules, orders,  regulations and requirements (including those which
require  structural  alterations)  of  all  federal,  state,  county  and  local
government and of any and all their  departments  and bureaus  applicable to the
Premises,  for the  correction,  prevention  or  abatement of nuisances or other
grievances in, upon, or connected  with the Premises  during the term; and shall
also promptly  comply with and execute all rules,  orders and regulations of the
New York Board of Fire  Underwriters for the prevention of fires at the Tenant's
own cost and expense.  In the event Tenant is required by the provisions of this
paragraph  to  make  a  structural  alteration,   Landlord  shall  perform  such
alteration at Tenant's sole cost and expense.

          b)  Tenant  shall  keep  and  maintain  any  sprinkler  system  now or
hereafter installed in the Premises in good repair and working condition, and if
the New York Board of Fire Underwriters or the New York Fire Insurance  Exchange
or  any  bureau,   department  or  official  of  any  federal,  state  or  local
governmental  or  quasi-governmental  authority  shall  require or recommend any
changes, modifications or alterations,  including without limitation, additional
sprinkler heads or other equipment, to be made or supplied by reason of Tenant's
business or the location of partitions, trade fixtures, or other contents of the
Premises, or if such changes, modifications,  alterations,  additional sprinkler
heads or other equipment in the Premises are necessary to prevent the imposition
of a penalty or charge against the full allowance for a sprinkler  system in the
firs insurance  rate as fixed by said Exchange or by any fire insurance  company
with respect to the Building,  the Premises or any adjoining or nearby buildings
or improvements,  Tenant shall at Tenant's sole cost and expenses, promptly make
and supply such changes, modifications,  alterations, additional sprinkler heads
or other equipment.

         (c) If by reason of Tenant's use and  occupancy or  abandonment  of the
Premises,  or if by reason of the  improper or careless  conduct of any business
upon or use of the Premises,  the fire insurance rates for the Building,  or any
other tenants or occupants of the Building or any adjoining or nearby  buildings
or improvements (including contents and equipment coverage) shall at any time be
higher  than  it  otherwise  would  be,  Tenant  shall  reimburse  Landlord,  as
additional rent hereunder,  for that part of all fire insurance premiums charged
to such other owners,  tenants or occupants  because of the improper or careless
conduct  of any  business  upon or use of the  Premises,  and  shall  make  such
reimbursement  upon the first  day of the month  following  billing  thereof  by
Landlord.  In any  action  or  proceeding  based  upon  or  arising  out of this
provision,  a  schedule  or  "make  up" of rates of the  Building  or any  other
affected insurance coverage  purporting to have been issued by the New York Fire
Insurance  Exchange,  or other body making fire insurance rates,  shall be prima
facie evidence of the facts therein stated.
<PAGE>

         (d)  Tenant  shall  keep or  cause  the  Premises  to be  kept  free of
Hazardous Materials (hereafter defined). Without limiting the foregoing,  Tenant
shall not cause or permit  the  Premises  to be used to  generate,  manufacture,
refine, transport,  treat, store, handle, dispose,  transfer, produce or process
Hazardous Materials excepts in compliance with all applicable federal, state and
local laws or regulations,  nor shall Tenant cause or permit, as a result of any
intentional  or  unintentional  act or  omission  on the part of  Tenant  or any
subtenant,  a release of Hazardous Materials onto the Premises or onto any other
property.  Tenant shall comply with and ensure compliance by all subtenants with
all applicable federal, state and local laws, ordinances,  rules and regulations
whenever and by whomever triggered,  and shall obtain and comply with and ensure
that all subtenants obtain and comply with, any and all approvals, registrations
or permits  required  thereunder.  Tenant  shall (A)  conduct and  complete  all
investigations,  studies,  samplings, and testing, and all remedial removal, and
other  actions  necessary to clean up and remove all  Hazardous  Materials,  on,
from, or affecting the Premises (i) in accordance  with all applicable  federal,
state and local laws, ordinances,  rules, regulations, and policies, (ii) to the
satisfaction of Landlord, and (iii) in accordance with the orders and directives
of all  federal,  state,  and local  governmental  authorities,  and (B) defend,
indemnify,  and hold harmless landlord,  its employees,  agents,  officers,  and
directors from and against any claims, demands,  penalties,  fines, liabilities,
settlements,  damages,  costs, or expenses or whatever kind or nature,  known or
unknown, contingent or otherwise,  arising out of, or in any way related to, (i)
the presence, disposal, release or threatened release of any Hazardous Materials
which are on,  from,  or  affecting  the  soil,  water,  vegetation,  buildings,
personal  property,,  persons,  animals,  otherwise;  (ii) any  personal  injury
(including  wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous Materials; (iii) any lawsuit brought or threatened,
settlement  reached,  or government order relating to such Hazardous  Materials;
and/or  I9iv) any  violation  of laws,  orders,  regulations,  requirements,  or
demands of government  authorities,  or any policies or requirements of Landlord
which  are  based  upon  or in any way  related  to  such  Hazardous  Materials,
including,  without limitation,  attorney and consultant fees, investigation and
laboratory fees, court costs, and litigation  expenses.  In the event this lease
is terminated,  or Tenant is dispossessed,  Tenant shall deliver the Premises to
Landlord free of any and all Hazardous  Materials so that the  conditions of the
Premises  shall  conform  with all  applicable  Federal,  State and Local  laws,
ordinances,  rules or regulations  affecting the Premises.  For purposes of this
paragraph,   "Hazardous  Materials"  includes,   without  limit,  any  flammable
explosives,   radioactive  materials,  hazardous  materials,  hazardous  wastes,
hazardous or toxic substances, or related materials defined in the Comprehensive
Environmental Response,  Compensation, and Liability Act of 1980, as amended (42
U. S.C. Sections 9601, et seq.), the Hazardous Materials  Transportation Act, as
amended (49 U. S. C.  Sections  1801 et seq.),  the  Resource  Conservation  and
Recovery  Act,  as amended  (42 U. S. C.  Sections  9601,  et seq.),  and in the
regulations adopted and publications  promulgated pursuant thereto, or any other
federal, state or local environmental law, ordinance, rule, or regulation.
<PAGE>

                                    INSURANCE

         12. (a) Tenant  shall  obtain and keep in full force and effect  during
the Term,  at its own cost and  expense,  (i) General  Comprehensive  Commercial
Liability  Insurance,  such  insurance to afford  protection in an amount of not
less than Three Million  $3,000,000)  Dollars combined single limit coverage for
injury, death and property damage arising out of any one occurrence,  protecting
Tenant as insured and Landlord as additional  insured against any and all claims
for personal injury,  death or property damage, such policy or policies to cover
the Premises,  inclusive of sidewalks and parking facilities;  and (ii) Fire and
Extended  Coverage  Insurance on Tenant's  property,  insuring against damage by
fire, and such other risks and hazards as are insurable under present and future
standard forms of fire and extended  coverage  insurance  policies,  to Tenant's
property for the full insurable value thereof,  protecting Tenant as insured and
Landlord as additional insured.

         (b) Said insurance is to be written in form and substance  satisfactory
to Landlord  by a good and solvent  insurance  company of  recognized  standing,
admitted  to do business  in the State of New York,  which  shall be  reasonably
satisfactory  to  Landlord.  Tenant  shall  procure,  maintain  and  place  such
insurance  and pay all premiums  and charges  therefor and upon failure to do so
Landlord  may, but shall not be obligated to,  procure,  maintain and place such
insurance or make such  payments,  or in such event the Tenant agrees to pay the
amount thereof,  plus interest at the maximum rate permitted by law, to Landlord
on demand and said sum shall be in each instance  collectible as additional rent
on the first day of the month following the date of payment by Landlord.  Tenant
shall  cause to be included in all such  insurance  policies a provision  to the
effect that the same will be non-cancelable except upon twenty (20) days written
notice to  landlord.  At least ten (10) days prior to Tenant's  occupancy of the
Premises,  the original insurance policies or appropriate  certificates shall be
deposited with landlord.  Any renewals,  replacements  or  endorsements  thereto
shall also be deposited with Landlord to the end that said insurance shall be in
full force and effect during the Term.

         (c) Each party agrees to use its best efforts to include in each of its
insurance policies (insuring the Building and Landlord's  property,  in the case
of Tenant,  against loss, damage or destruction by fire or casualty) a waiver of
insurer's right of subrogation against the other party, or if such waiver should
be unobtainable or unenforceable (i) an express agreement that such policy shall
not be invalidated if the insured waives or has waived before the casualty,  the
right of recovery  against any party  responsible for a casualty  covered by the
policy, or (ii) any other form of permission for the release of the other party,
or (iii) the  inclusion of the other party as an additional  insured,  but not a
party to whom any loss shall be payable. If such waiver, agreement or permission
shall not be, or shall cease to be, obtainable without additional charge at all,
the  insured  party  shall so notify the other  party  promptly  after  learning
thereof.  In such as, if the  other  party  shall  agree in  writing  to pay the
insurer's additional charge therefor, such waiver, agreement or permission shall
be  included  in the  policy,  or the  other  party  name  shall  be named as an
additional  insured  in the  policy,  but not a party to whom any loss  shall be
payable.  Each such policy which shall so name a party  hereto as an  additional
insured shall contain, if obtainable,  agreements by the insurer that the policy
will not be  cancelled  without at least  twenty (20) days prior  notice to both
insureds  and that the act or omission of one insured  will not  invalidate  the
policy as to the other insured.
<PAGE>

         (d) As long as Landlord's fire insurance policies then if force include
the waiver of  subrogation  or  agreement  or  permission  to release  liability
referred  to in  Subsection  (c0 or name the  tenant as an  additional  insured,
Landlord  hereby waives (I) any obligation on the part of Tenant to make repairs
to the Premises  necessitated or occasioned by fire or other casualty that is an
insured risk under such policies, and (ii) any right of recovery against Tenant,
any  other  permitted  occupant  of the  Premises,  and any of  their  servants,
employees,  agents  or  contractors,  for any loss  occasioned  by fire or other
casualty  that is an  insured  risk under  such  policies.  In the event that at
anytime  Landlord's  fire  insurance  carriers shall not include such or similar
provisions in Landlord's fire insurance  policies,  the waivers set forth in the
foregoing sentence shall be deemed of no further force or effect.

         (e) As long as Tenant's fire  insurance  policies then in force include
the waiver or  subrogation  or  agreement  or  permission  to release  liability
referred to in Subsection  (c), or name the Landlord as an  additional  insured,
Tenant hereby waives (and agrees to cause any other  permitted  occupants of the
Premises to execute and deliver to Landlord  written  instruments  waiving)  any
right of  recovery  against  Landlord,  any other  tenants or  occupants  of the
Building,  and any servants,  employees,  agents or contractor of Landlord or of
any  such  other  tenants  or  occupants  of the  Building,  and  any  servants,
employees,  agents or  contractors  of Landlord or of any such other  tenants or
occupants,  for any loss  occasioned  by fire or  other  casualty  ;which  is an
insured risk under such  policies.  In the event that at any time  Tenant's fire
insurance carriers shall not include such or similar provisions in Tenant's fire
insurance  policies,  the waiver set forth in the foregoing sentence shall, upon
notice given by Tenant to Landlord, be deemed of no further force or effect with
respect to any insured risks under such policy from and after the giving of such
notice.  During any period while the foregoing waiver of right of recovery is in
effect, Tenant, or any other permitted occupant of the Premises, as the case may
be, shall look solely to the proceeds of such policies to  compensate  Tenant or
such other permitted  occupant for any loss occasioned by fire or other casualty
which is an insured risk under such policies.

         (f) Tenant  shall  reimburse  Landlord,  as  additional  rent,  for one
hundred  (100%)  percent of all premiums  payable by Landlord for fire insurance
upon th4e Building,  including  extended coverage,  rental value,  vandalism and
malicious  mischief,  to be maintained upon the Building during the Term of this
lease.  The aforesaid  charge shall be due and payable to Landlord as additional
rent on the Rent date next  following the giving of notice to Tenant by Landlord
of the amount due for such premium.  The parties shall apportion such premium at
the commencement and termination of the lease Term.


<PAGE>

                              DAMAGE OR DESTRUCTION

         13. (a) If the Building or the  Premises or any part  thereof  shall be
damaged by fire or other  casualty  and Tenant gives  prompt  notice  thereof to
Landlord, Landlord shall proceed with reasonable diligence to repair or cause to
be repaired such damage.  The minimum  annual rent shall be abated to the extent
that the Premises  shall have been rendered  untenantable,  such abatement to be
from the date of such damage or  destruction  to the date the Premises  shall be
substantially  repaired or rebuilt,  in proportion which the area of the part of
the Premises so rendered untenantable bears to the total area of the Premises.

         (b) If the  Premises  shall  be  totally  damaged  or  rendered  wholly
untenantable  by fire or other  casualty,  and Landlord has not terminated  this
lease  pursuant to Subsection  (c) and Landlord has not completed  making of the
required  repairs and  restored and rebuilt the  Premises  an/or access  thereto
within twelve (12) months from the date of such damage or destruction,  and such
additional  time after  such date (but in no event to exceed six (c)  months) as
shall equal the aggregate  period  Landlord may have been delayed in doing so by
unavoidable  delays or  adjustment  of  insurance,  Tenant  may serve  notice on
Landlord of its  intention to terminate  this lease,  and, if within thirty (30)
days  thereafter  Landlord  shall not have  completed the making of the required
repairs and restored and rebuilt the Premises, this lease shall terminate on the
expiration of such thirty (30) day period as if such  termination  date were the
Expiration  Date,  and the Rent shall be apportioned as of such date any prepaid
portion of Rent for any period  after such date shall be refunded by Landlord to
Tenant.
         (c) If the  Premises  shall  be  totally  damaged  or  rendered  wholly
untenable by fire or other  casualty or if the  Building  shall be so damaged by
fire or other  casualty that  substantial  alteration or  reconstruction  of the
Building shall, in Landlord's  opinion, be required (whether or not the Premises
shall  have been  damaged by such fire or other  casualty),  then in any of such
events Landlord may, at its option, terminate this lease and the Term and estate
hereby  granted,  by giving Tenant  thirty (30) days notice of such  termination
within  ninety (90) days after the date of such  damage.  In the event that such
notice of termination  shall be given, this lease and the Term and estate hereby
granted,  shall  terminate as of the date provided in such notice of termination
(whether or not the Term shall have  commenced)  with the same effect as if that
were the  Expiration  Date, and the Rent shall be apportioned as of such date or
sooner  termination and any prepaid portion of minimum annual rent or additional
rent for any period after such date shall be refunded by Landlord to Tenant.

         (d) Landlord shall not be liable for any  inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
by fire or other  casualty  or the  repair  thereof.  Landlord  will  not  carry
insurance of any kind on Tenant's property,  and Landlord shall not be obligated
to repair any damage thereto or replace the same.
         (e) This lease shall be considered an express  agreement  governing any
case of damage to or  destruction of the Building or any part thereof by fire or
other  casualty,  and Section 227 of the Real  Property  Law of the State of New
York providing for such a contingency in the absence of such express  agreement,
and any  other  law of like  import  now or  hereafter  enacted,  shall  have no
application in such case.
<PAGE>

                                  SUBORDINATION

         14.  This lease shall be subject  and  subordinate  at all times to the
lien of any  mortgages (i) now  encumbering  the Building or the Premises and to
all advances  made or hereafter to be made upon the security  thereof,  and (ii)
hereafter  made  provided same are made to a lending  institution.  Tenant shall
execute and deliver such further  instrument or instruments  subordinating  this
lease to the lien of any such  mortgage or  mortgages as shall be desired by any
mortgagee  or  proposed  mortgagee  and  Tenant  hereby  appoints  Landlord  the
attorney-in-fact  of  Tenant,  irrevocably,  to  execute  and  deliver  any such
instrument  or  instruments  for the  Tenant.  As used in this  lease,  the term
"lending  institution"  shall mean savings bank,  savings and loan  association,
bank or trust company,  real estates  investment  trust,  investment  bank or an
affiliate  thereof,  insurance  company,  university,   public  or  private,  or
employee, welfare, pension or retirement fund or system.

         (b) Upon demand,  Tenant shall  furnish to Landlord  certified  balance
sheets  and  operating  statements  for the past five (5)  years and such  other
information,  financial or otherwise,  concerning Tenant which may reasonably be
required by any prospective mortgagee.

         (c) Tenant  shall,  upon not less than five (5) days' prior  request by
Landlord,  execute,  acknowledge  and deliver to Landlord a statement in writing
certifying  (i) that the lease is unmodified and in full force and effect (or if
there  have been  modifications  that the same are in full  force and  effect as
modified and  identifying the  modifications),  (ii) The dates to which the Rent
and other charges have been paid, and (iii) that so far as the person making the
certificate knows, Landlord is not in default under any provision of this lease.
It is  intended  that  any  such  statement  may be  relied  upon by any  person
proposing  to  acquire  Landlord's  interest  in  this  lease,  any  prospective
purchaser of the  Premises,  or any  prospective  mortgagee,  or assignee of any
mortgage upon the Premises.

         (d) So long as there is a first mortgage lien encumbering the Premises,
Landlord and Tenant shall not,  without  first obtain in the written  consent of
such  mortgagee,  enter into any agreement,  the effect of which would be to (i)
modify, cancel,  terminate or surrender this lease; (ii) grant any concession in
respect thereof;  (iii) reduce the Rent or require the prepayment of any rent in
advance of the due date thereof; (iv) create any offsets or claims against Rent;
(v) assign in whole or in part any of the rents therefrom or Tenant's  interests
in this  lease or sublet  the whole or any  portion  of the  Premises  except as
provided in this lease.

         (e) Tenant shall,  within ninety (90) days after the end of each fiscal
year of Tenant,  furnish to Landlord and any first  mortgagee  of the  Premises,
copies  of  balance  sheets of  Tenant  for such  fiscal  year,  certified  by a
certified public accountant.

          (f) In the event of any act or omission  by Landlord  which would give
Tenant  the  right  to  terminate  this  lease or to  claim a  partial  or total
eviction,  Tenant  shall not  exercise  any such  right  until (I) it shall have
served written notice, by registered mail, of such act or omission,  to Landlord
and to the  holder  of any  mortgage  whose  name and  address  shall  have been
furnished  to Tenant in writing,  at the last address so  furnished,  and (ii) a
reasonable  period of time for remedying such act or omission shall have elapsed
following  the serving of such notice;  provided,  however,  that  following the
serving  of  such  notice,  Landlord  or  said  holder  shall,  with  reasonable
diligence,  have  commenced  and  continued to remedy such act or omission or to
cause the same to be remedied.
<PAGE>

                                 INDEMNIFICATION

         15. Tenant shall  indemnify,  defend,  save and hold Landlord  harmless
from and against any and all liability and damages and any and all injury, loss,
claim, damage or suite of every kind and nature, including Landlord's reasonable
counsel  fees,  to  any  person,  firm,  association  or  corporation  or to any
property,  arising  out of or based upon,  related  to, or in any way  connected
with,  the use or  occupancy  of the  Premises  or the conduct or  operation  of
Tenant's  business  unless such injury,  loss,  claim or damage is  attributable
solely to the negligence of Landlord or its agents, servants or employees.

                                 EMINENT DOMAIN

         16.  (a) If the  whole of the  Premises  be taken  under  the  power of
eminent  domain for any public or  quasi-public  improvement or use, the term of
this lease  shall  expire as of the date of  vesting of title in the  condemning
authority.

         (b) If 25% or more of the  Building is taken under the power of eminent
domain or for any public or quasi-public purpose, Landlord shall have the option
of canceling and  terminating  this lease by written notice service within sixty
(60) days after the taking,  and this lease shall  thereupon  expire on the 90th
day after the serving by Landlord of said notice.

         (c) If less than 25% of the Building is taken,  this lease shall remain
in full  force and  effect,  however,  minimum  annual  rent shall be reduced in
proportion  to the  percentage  of square  feet of the  Building  so  taken.  If
Tenant's  parking  area  only is taken,  then (i) if 25% or less is taken,  this
lease shall not terminate but minimum annual rent only shall be apportioned  pro
rata in accordance  with the size and  usefulness of the portion  taken,  unless
Landlord  provides  substitute  parking  for Tenant  within  reasonable  walking
distance of the Premises,  substantially  equal in size to that which was taken,
within  sixty  (60) days  after the  taking;  or (ii) if more than 25% is taken,
then, unless Landlord provides substitute  parking,  substantially equal in size
to that which was taken, and within reasonable walking distance of the Premises,
within  sixty (60) days after the  taking,  this lease  shall,  at the option of
either  Landlord or Tenant,  by written  notice served between the 61st and 90th
day after the taking,  be canceled and  terminated  effective (60) days from the
date of said  taking and if such  notice is not  served,  this  lease  shall not
terminate  but  minimal  annual  rent  only  shall  be  apportioned  pro rata in
accordance with the size and usefulness of the portion taken.

         (d) If this lease is not terminated or terminable  under the provisions
of this Article 16, Landlord shall,  with reasonable  dispatch and at Landlord's
sole cost and expense, restore, reconstruct and rebuild the remaining portion of
the Premises and the Building and all the appurtenances,  equipment,  utilities,
facilities and  installations  to their condition prior to such taking,  in such
;manner that the  resulting  building  and parking area a driveways;  shall be a
complete and integrated structural, architectural and functional unit similar to
and of equal  material  and  workmanship  to the  Building  and parking area and
driveways  prior  to  such  taking,  with  all  the  appurtenances,   equipment,
utilities,  facilities and installations  throughout in good working order so as
to put both the parking area and driveways and the Premises in proper  condition
to be used by Tenant for the same purpose as at the time of such taking,  all in
accordance with plans and specifications to be prepared by Landlord, at the sole
cost and expense of Landlord.
<PAGE>

         (e) If the nature of the work to be performed as a result of the taking
is such as to  prevent  the  operation  of the  business  then  being  conducted
thereon,  or to make it impractical so to do, then the Rent and other charges to
be paid by Tenant under this lease shall abate until  substantial  completion of
such work by Landlord.

         (f) If in the event of any taking  under the power of  eminent  domain,
Landlord  shall be entitled to and shall receive the entire  award,  except that
Tenant  shall be  entitled  to and shall  receive any part of any award made for
Tenant's cost of moving  Tenant's trade fixtures  (provided same does not reduce
the amount of Landlord's award).

         (g) In the event of any dispute  under the  provisions  of this Article
16, it shall be resolved by arbitration in Suffolk County, New York before three
disinterested  and impartial  arbitrators,  in accordance  with the rules of the
American  Arbitration  Association.  Each arbitrator shall have a minimum of ten
(10) years'  experience in dealing with,  renting or appraising  industrial real
estate.  All fees and expenses of the arbitrators  and the American  Arbitration
Association shall be borne equally by the parties.

                            RIGHT TO SUBLET OR ASSIGN

         17. (a) Tenant covenants that it shall not assign this lease nor sublet
the  Demised  Premises or any part  thereof by  operation  of law or  otherwise,
including,  without  limitation,  an  assignment or subletting as defined in (d)
below, without the prior written consent of Landlord in each instance, except on
the conditions hereinafter stated. Tenant may assign this lease or sublet all or
a portion of the Demised Premises with Landlord's written consent, provided:

                  (i) That such  assignment or sublease is for a use which is in
compliance  with this lease and the then  existing  zoning  regulations  and the
Certificate of Occupancy;

                  (ii) That, at the time of such assignment or subletting, there
is not default under the terms of this lease on the Tenant's part'

                  (iii) That, in the event of an assignment,  the assignee shall
assume in writing the  performance  of all of the terms and  obligations  of the
within lease;
                  (iv) That a duplicate  original of said assignment or sublease
shall be delivered by certified  mail to the Landlord at the address  herein set
forth  within  ten (10) days from the said  assignment  or  sublease  and within
ninety (90) days of the date that Tenant first advises  Landlord of the name and
address  of  the  proposed  subtenant  or  assignee,  as  required  pursuant  to
subparagraph (b) hereof;

                  (v) Such assignment or subletting shall not, however,  release
the within Tenant or any successor  tenant or any guarantor from their liability
for the full and faithful performance of all of the terms and conditions of this
lease;
                  (vi) If this lease be assigned,  or if the Demised Premises or
any part thereof be underlet or occupied by anybody other than Tenant,  Landlord
may after  default by Tenant  collect  rent from the  assignee,  undertenant  or
occupant, and apply the net amount collected to the rent herein reserved; and

                  (vii)  That,  in the event  Tenant  shall  request  Landlord's
consent to a proposed  assignment of this lease or proposed sublease of all or a
portion of the Demised  Premises,  Tenant shall pay or reimburse to Landlord the
reasonable attorney fees incurred by Landlord in processing such request.

<PAGE>


         (b)  Notwithstanding  anything  contained  in  this  Article  17 to the
contrary,  no  assignment or  underletting  shall be made by Tenant in any event
until  Tenant  has  offered  to  terminate  this lease as of the last day of any
calendar  month during the Term hereof and to vacate and  surrender  the Demised
Premises  to  landlord  on the date  fixed in the notice  served by Tenant  upon
Landlord  (which date shall be prior to the date of such proposed  assignment or
the commencement date of such proposed lease). Simultaneously with said offer to
terminate this leas, Tenant shall advise the Landlord,  in writing,  of the name
and  address of the  proposed  assignee  or  subtenant,  a  reasonably  detailed
statement of the proposed  subtenant/assignee's  business,  reasonably  detailed
financial  references,  and all the  terms,  covenants,  and  conditions  of the
proposed sublease or assignment.

         (c) Tenant may,  without the consent of Landlord,  assign this lease to
an affiliated  (i.e., a corporation  20% or more of whose capital stock is owned
by the same stockholders owning 20% or more of Tenant's capital stock), a parent
or subsidiary  corporation  of Tenant or to a  corporation  to which it sells or
assigns all or substantially  all of its assets or stock or with which it may be
consolidated  or  merged,  provided  such  purchasing,   consolidated,   merged,
affiliated  or subsidiary  corporation  shall,  in writing,  assume and agree to
perform all of the  obligations  of Tenant under this lease and it shall deliver
such  assumption with a copy of such assignment to Landlord within ten (10) days
thereafter, and provided further than Tenant shall not be released to discharged
from any liability under this lease by reason of such assignment.

         (d) For  purposes of this Article 17, (i) the transfer of a majority of
the  issued and  outstanding  capital  stock of any  corporate  tenant,  or of a
corporate subtenant,  or the transfer of a majority of the total interest in any
partnership  tenant or  subtenant,  however  accomplished,  whether  in a single
transaction or in a series of related or unrelated transactions, shall be deemed
an assignment of this lease,  or of such sublease,  as the case may be; (ii) any
person or legal  representative  of Tenant, to whom Tenant's interest under this
lease passes by operation of law or otherwise,  shall be bound by the provisions
of this Article 17; and (iii) a modification or amendment of a sublease shall be
deemed a sublease.

         (e) Whenever Tenant shall claim under this Article or any other part of
this lease that  Landlord  has  unreasonably  withheld or delayed its consent to
some request of Tenant, Tenant shall have no claim for damages by reason of such
alleged  withholding or delay, and Tenant's sole remedy thereof shall be a right
to obtain  specific  performance  or injunction but in no event with recovery of
damages.

         (f)  Tenant  shall  not  mortgage,  pledge,  hypothecate  or  otherwise
encumber its interest under this lease without Landlord's prior written consent.

         (g)  Notwithstanding  anything  contained  in  this  Article  17 to the
contrary, no assignment or underletting shall be made by Tenant to any brokerage
firm.
<PAGE>

                         RIGHT TO INSPECT; POSTING SIGNS

         18. (a) Tenant shall permit  Landlord or Landlord's  agent to enter the
Premises at all  reasonable  hours for the purpose of (i)  inspecting  the same;
(ii) making repairs required by the terms of this lease to be made by Tenant and
which  Tenant  neglects or refuses to make;  (iii)  exhibiting  the  Premises to
prospective  purchasers  and  mortgagees;  (iv)  during the twelve  (12)  months
preceding the  expiration of this lease,  exhibiting the Premises to brokers and
prospective  tenants;  and  (v) for the  purpose  of  making  any  additions  or
alterations to the Building or to any surrounding building provided, in each and
every  case,  Landlord  shall  use its  reasonable  effort  not to  unreasonably
interfere  with the  conduct  of  Tenant's  business  at the  Premises.  If,  at
reasonable hours, admission to the Premises for the aforesaid purposes cannot be
obtained or, if at any time entry shall be deemed  necessary for the  inspection
or protection of the Premises or for making any repairs, whether for the benefit
of Tenant or not,  Landlord or  Landlord's  agents may enter the Premises by any
lawful  means  without  rendering  Landlord  or its agents  liable to Tenant for
damages by reason thereof.

          (b) During  the  twelve  (12)  months  preceding  the end of the term,
Landlord  may post and  maintain,  without  hindrance or  molestation,  signs or
notices indicating that the Premises are for sale and/or for rent;  however,  no
such sign shall be affixed to a door or window of the premises.

                                   BANKRUPTCY

         19. (a) If, at any time prior to the  commencement  of the term of this
lease,  or if at any time  during the term,  there  shall be filed by or against
Tenant in any curt, pursuant to any statute,  either of the United States of any
State, a petition in bankruptcy or insolvency or for  reorganization  or for the
appointment  of a receiver or trustee of all or a portion of Tenant's  property,
and within thirty (30) days thereof Tenant fails to secure a discharge  thereof,
or if Tenant makes an assignment for the benefit of creditors or petition for or
enters into an  arrangement,  this lease at the option;  of Landlord,  exercised
within a  reasonable  time after  notice of the  happening of any one or more of
such events,  may be canceled and terminated,  in which event neither Tenant nor
any person  claiming  through or under Tenant by virtue of any statute or of any
order of any court,  shall be entitled to  possession or to remain in possession
of the  Premises  but shall  forthwith  quit and  surrender  the  Premises,  and
Landlord, in addition to any other rights, may retain any rent, security deposit
or monies  received  by it from  Tenant or others in behalf of Tenant as partial
liquidated damages.

         (b) In the event of the termination of this lease pursuant to paragraph
(a) of this Article 19,  Landlord  shall  forthwith,  notwithstanding  any other
provision of this lease to the  contrary,  be entitled to recover from Tenant as
and for liquidated  damages an amount equal to the  difference  between the Rent
reserved  hereunder for the unexpired  portion of the term and the then fair and
reasonable  rental value of the Premises for the same period. In the computation
of such damages,  the  difference  between any  installment of Rent becoming due
hereunder after the date of termination and the fair and reasonable rental value
of the Premises for the period for which such  installment  was payable shall be
discounted  to the  date of  termination  at the  rate of 4% per  annum.  If the
Premises,  or any part thereof,  be relet by Landlord for the unexpired  term of
this lease, the amount of rent reserved upon such reletting shall prima facie be
the fair and  reasonable  rental value for the part or the whole of the Premises
so relet during the term of the reletting.  Nothing herein contained shall limit
or prejudice the right of Landlord to prove for and obtain as liquidated damages
by reason of such  termination  an amount  equal to the  maximum  allowed by any
statute or rule of law, in effect at the time when, and governing the proceeding
in which, such damages are to be proved,  whether or not such amount be greater,
equal to, or less than the amount of the difference referred to above.
<PAGE>

                                     DEFAULT

         20. (a) If Tenant shall fail to pay any  installment  of minimum annual
rent or any additional  rent or other charges within five (5) days of the day on
which  same  are  required  to be  paid  hereunder,  or if  Tenant  defaults  in
fulfilling  any of the other  covenants  of this  lease and such  default  shall
continue for a period of ten (10) days after notice, or if Tenant shall dissolve
or liquidate  or commence to dissolve or  liquidate,  or if the Premises  become
vacant or deserted,  or if the said default or omission  complained  of shall be
such a nature that the same cannot be completely  cured or remedied  within said
ten (10) day period,  and if Tenant shall not have diligently  commenced  during
such  default  within such ten (10) day period,  and shall not  thereafter  with
reasonable  diligence  and in good faith proceed to remedy or cure such default,
then, in any one or more of such events,  Landlord may serve a written three (3)
day notice of cancellation of this lease upon Tenant, and upon the expiration of
said three (3) days, this lease and the term thereunder  shall end and expire as
fully and  completely  as if the date of expiration of such three (3) day period
were the day herein defined fixed for the end and expiration of this lease,  and
the term thereof,  and Tenant shall remain liable as  hereinafter  provided.  If
Tenant  shall  default (i) in the timely  payment of any item of Rent,  and such
default shall continue or be repeated for two consecutive  months for a total of
four months in any period of twelve  months,  or (ii) in the  performance of any
particular term,  condition or covenant of this lease more than six times in any
period of twelve  months,  then,  notwithstanding  that such defaults shall have
each been cured  within the period  after  notice,  if any,  as provided in this
lease, any further similar default shall be deemed to be deliberate and Landlord
thereafter  may serve a written ten (10) day notice of termination of this lease
to Tenant without affording Tenant an opportunity to cure such further default.

         (b) If (i) the notice  provided for in  paragraph  (a) above shall have
been given and the term shall expire as  aforesaid,  or (ii) if any execution or
attachment shall be issued against Tenant or any of Tenant's property  whereupon
the Premises or any part  thereof  shall be taken or occupied or attempted to be
taken or occupied by someone  other than  Tenant,  or (iii) if Tenant shall make
default with respect to any other lease between Landlord and Tenant,  or (iv) if
Tenant shall fail to move into or take possession of the Premises within fifteen
(15) days after the Premises are  substantially  complete,  then,  and in any of
such events Landlord may, without notice,  re-enter the Premises either by force
or any lawful  means,  and  dispossess  Tenant (or the legal  representative  of
Tenant or other  occupant of the Premises) by summary  proceedings  or otherwise
and remove  their  effects  and hold the  Premises  as if this leas had not been
made, and Tenant hereby waives the service of notice of intention to re-enter or
to  institute  legal  proceedings  to that end.  If Tenant  shall be in  default
hereunder  prior  to the  date  fixed  as the  commencement  of any  renewal  or
extension  of this lease,  Landlord  may cancel and  terminate  such  renewal or
extension agreement by written notice.

                              REMEDIES OF LANDLORD

         21.  (a) If this  lease is  terminated  or if  Landlord  re-enters  the
Premises under Article 20 or any other such default provision  contained herein,
Tenant shall pay to Landlord as damages, at the election of Landlord, sums equal
to the minimum annual rent ant  additional  rent that would have been payable by
Tenant through and including the  Expiration  date had this lease not terminated
or had Landlord not re-entered the Premises, payable upon the due dates therefor
specified in this lease; provided,  that if Landlord shall relet all or any part
of the  Premises  for  all or any  part  of the  period  commencing  on the  day
following  the  date  of such  termination  or  re-entry  to and  including  the
Expiration, Landlord shall credit Tenant with the net rents received by Landlord
from such reletting, such net rents to be determined by first deducting from the
gross rents as and when  received by Landlord  from such  reletting the expenses
incurred or paid by Landlord in terminating  this lease and of  re-entering  the
Premises  and of  securing  possession  thereof,  as  well  as the  expenses  of
reletting,  including,  without limitation,  altering and preparing the Premises
for  new  tenants,  brokers'  commissions,   and  all  other  expenses  properly
chargeable against the Premises and the rental therefrom in connection with such
reletting,  it being  understood  that any such reletting  may;; be for a period
equal to or shorter or longer than said period;  provided,  further, that (i) in
no event  shall  Tenant be entitled to receive any excess of such net rents over
the sums payable to Tenant to Landlord under this lease,  (ii) in no event shall
Tenant be entitled,  in any suit for the collection of damages  pursuant to this
Article 21(a),  to a credit in respect of any net rents from a reletting  except
to the extent that such net rents are actually received by Landlord prior to the
commencement  of such suit,  and (iii)  Landlord shall have not obligation to so
relet the Premises and Tenant hereby waives any right Tenant may have, at law or
in equity, to require Landlord to so relet the Premises.
<PAGE>

         At any time after the  Demised  Term shall have  expired and come to an
end or Landlord  shall have  re-entered  upon the premises,  as the case may be,
whether or not  Landlord  shall  have  collected  any  monthly  deficiencies  as
provided  below,  Landlord shall be entitled to recover from Tenant,  and Tenant
shall pay to  Landlord,  on  demand,  as and for  liquidated  and  agreed  final
damages,  a sum  equal  to the  amount  by which  the  minimum  annual  rent and
additional rent reserved in this lease for the period which otherwise would have
constituted the unexpired  portion of the Demised Term exceeds the then fair and
reasonable rental value of the Premises for the same period,  both discounted to
present  worth  at  the  rate  of  four  (4%)  percent  per  annum.  If,  before
presentation of proof of such liquidated  damages to any court,  commission,  or
tribunal,  the Premises, or any part thereof,  shall have been relet by Landlord
for the period which otherwise would have  constituted the unexpired  portion of
the Demised  Term,  or any part  thereof,  the amount of Rent reserved upon such
reletting  shall be deemed,  prima facie,  to be the fair and reasonable  rental
value for the part or the whole of the  Premises so relet during the term of the
reletting.

         Suit or suits for the  recovery of any  damages  payable  hereunder  by
Tenant or any installments thereof, may be brought by Landlord from time to time
at its election, and nothing contained herein shall require Landlord to postpone
suit until the date when the Term would have expired but for such termination or
re-entry.  In all cases hereunder,  and in any suit, action or proceeding of any
kind between the parties,  it shall be  presumptive  evidence of the fact of the
existence of a charge  being due, if Landlord  shall  produce a bill,  notice or
certificate  of any  public  official  entitled  to give  such  bill,  notice or
certificate to the effect that such charge appears of record on the books in his
or her office and has not been paid.

         (b) Nothing  contained  in this lease shall be construed as limiting or
precluding  the  recovery by Landlord  against  Tenant of any sums or damages to
which,  in addition to the damages  particularly  provided  above,  Landlord may
lawfully be entitled by reason of any default  hereunder  on the part of Tenant.
Anything in this lease to the contrary notwithstanding,  during the continuation
of any default by Tenant, Tenant shall not be entitled to exercise any rights or
options,  or to receive any funds or proceeds  being held,  under or pursuant to
this lease.

         (c) The specified  remedies to which Landlord may resort  hereunder are
cumulative  and are not intended to be exclusive of any other  remedies or means
of redress to which  Landlord may lawfully be entitled,  and Landlord may invoke
any remedy  allowed  at law or in equity if  specific  remedies  were not herein
provided for.

                                 ATTORNEY'S FEES

         22.  If  Tenant  shall  at any  time be in  default  hereunder,  and if
Landlord shall  institute an action or summary  proceeding  against Tenant based
upon such  default  and  Landlord  shall be  successful,  or if  Landlord  shall
otherwise engage an attorney in connection with the enforcement of any provision
of this lease, then Tenant shall reimburse Landlord for the reasonable  expenses
of attorney's fees and  disbursements  incurred by Landlord.  The amount of such
expenses shall be deemed to be "additional rent' hereunder and shall be due from
Tenant to Landlord on the first day of the month following the incurring of such
expenses.


<PAGE>


         WAIVER OR REDEMPTION, COUNTERCLAIM, TRIAL BY JURY

         23. Tenant hereby expressly (i) waives any and all rights of redemption
granted  by or under any  present  or future  laws in the event of Tenant  being
evicted  or  dispossessed  for any cause or in the event of  Landlord  obtaining
possession  of the  Premises by reason of the  violation by Tenant of any of the
covenants and  conditions of this lease or otherwise;  (ii) waives all rights to
stay  summary  proceedings;  and (iii)  agrees that it shall not  interpose  any
counterclaim  in any summary  proceeding or any action based on  non-payment  of
Rent or any other payments or charges required to be made by Tenant to Landlord.
Landlord  and Tenant  hereby  waive trial by jury in any action,  proceeding  or
counterclaim  brought by either of them  against the other with  respect to any;
matters  arising  out of or  connected  with this  lease,  the  relationship  of
Landlord and Tenant, Tenant's use or occupancy of the premises, and/or any claim
of injury or damage and any emergency statutory or any other statutory remedy.

                                    NO WAIVER

         24. No act or thing done by Landlord or  Landlord's  agents  during the
term  hereby  demised  shall be  deemed  an  acceptance  of a  surrender  of the
Premises,  and no  agreement to accept such  surrender  shall be valid unless in
writing  signed by  Landlord.  No employee of Landlord or of  Landlord's  agents
shall have any power to accept the keys of the Premises prior to the termination
of this lease. The delivery of keys to any employee of Landlord or of Landlord's
agents  shall not operate as a  termination  of this lease or a surrender of the
premises. The failure of Landlord to seek redress for violation of, or to insist
upon the strict  performance  of, any  covenant or condition of this lease shall
not  prevent a  subsequent  act,  which  would  have  originally  constituted  a
violation,  from having all the force and effect of an original  violation.  The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such  breach.  No  provision of this lease
shall be deemed to have been waived by Landlord unless such waiver is in writing
signed by Landlord.  The words  "re-enter" and "re-entry" as used herein are not
restricted to their technical legal meaning.
<PAGE>

                                   END OF TERM

         (a) On the last day of the term  hereof or on the  earlier  termination
thereof,  Tenant shall  peaceably and quietly  leave,  surrender and deliver the
Premises up to Landlord,  broom clean,  together  with any and all  alterations,
changes,  additions, and improvements which may have been made upon the Premises
(except) movable furniture or movable trade fixtures installed at the expense of
Tenant) in good repair and good order and safe condition,  except for reasonable
wear and tear and  damage by;  fire,  other  insured  casualty  or the  elements
excepted, and Tenant shall remove all of its personal property from the Premises
and any property not to removed  shall be deemed to have been  abandoned and may
be appropriated,  sold,  stored,  destroyed or otherwise disposed of by Landlord
without notice to Tenant and without  obligations to account therefor.  Tenant's
obligation  under  this  Article  25  shall  survive  the  expiration  or  other
termination of this lease.

         (b) In the event of any holding over by Tenant after the  expiration or
termination of this lease without the consent of Landlord, Tenant shall:

                  (i) pay as  holdover  rental  for each  month of the  holdover
tenancy an amount  equal to the greater of (y) the fair market  rental  value of
the Premises for such month (as  reasonably  determined  by Landlord) or (z) two
hundred  (200%) of the minimum annual rent payable by Tenant for the third month
prior to the Expiration Date of the term of this lease,  and otherwise  observe,
fulfill and perform all of its obligations  under this lease,  including but not
limited to, those pertaining to additional rent, in accordance with its terms;

                  ii) be liable to Landlord  for any payment or rent  concession
which  Landlord  may be  required  to make to any tenant in order to induce such
tenant not to  terminate  an executed  lease  covering all or any portion of the
Premises by reason of the holdover by Tenant; and

                  (iii) be  liable  to  Landlord  for any  damages  suffered  by
Landlord as the result of Tenant's failure to surrender the Premises.

         The  holdover,  with respect to all or any part of the  Premises,  of a
person deriving an interest in the Premises from or through  Tenant,  including,
but not  limited to, an  assignee  or  subtenant,  shall be deemed a holdover by
Tenant.
<PAGE>

         Notwithstanding anything in this Article contained to the contrary, the
acceptance of any Rent paid by Tenant  pursuant to this  Paragraph 25 (b), shall
not preclude  Landlord from  commencing  and  prosecuting a holdover or eviction
action or  proceeding or any action or  proceeding  in the nature  thereof.  The
preceding  sentence  shall be  deemed  to be an  "agreement  expressly  provided
otherwise"  within the meaning of Section  232-c of the Real Property Law of the
State of New York and any successor law of like import.

         (c) If at any  time  during  the last  month of the term of this  lease
Tenant shall have removed all or substantially all of Tenant's property from the
Premises,  Landlord  may,  and Tenant  hereby  irrevocably  grants to Landlord a
license to,  immediately enter and alter,  renovate and redecorate the Premises,
without  elimination,   diminution  or  abatement  of  minimum  annual  rent  or
additional rent, or incurring liability to Tenant for any compensation, and such
acts shall have no effect upon this lease.



                                     BROKER

         26. Tenant  represents  that this lease was brought about by M. Barrett
Associates  LLC as broker and all  negotiations  with respect to this lease were
conducted  exclusively  through said broker.  Tenant agrees that if any claim is
made for  commissions  by any broker other than said broker,  by,  through or on
account of any acts of Tenant,  Tenant will hold Landlord free and harmless from
any  and  all  liabilities  and  expenses  in  connection  therewith,  including
Landlord's reasonable attorney's fees.

                                 QUIET ENJOYMENT

         27.  Landlord  covenants that if and so long as Tenant pays the minimum
annual rent and additional  rent and other charges  reserved by this lease,  and
performs all the terms,  covenants  and  conditions of this lease on the part of
Tenant  to be  performed,  Tenant  shall  quietly  enjoy the  premises  subject,
however,  to the terms of this lease and of any  mortgage or  mortgages to which
this lease by its terms is subject.
<PAGE>

                            NONLIABILITY OF LANDLORD

         28. (a)  Landlord  and  Landlord's  agents and  employees  shall not be
liable  for,  and  Tenant  waives  all claims  for,  loss or damage to  Tenant's
business or damage to person or property  sustained by Tenant resulting from any
accident or occurrence  (unless  caused by or resulting  from the  negligence of
Landlord, its agents,  servants or employees other than accidents or occurrences
against  which  Tenant is  insured)  in or upon the  Premises  or the  Building,
including,  but not  limited  to,  claims for  damage  resulting  from:  (i) any
equipment  or  appurtenances  becoming  out  of  repair;  (ii)  injury  done  or
occasioned by wind;  (iii) any defect in or failure or plumbing,  heating or air
conditioning equipment,  electric wiring or installation thereof, gas, water, or
steam pipes,  stairs,  porches,  railings or walks;  (iv) broken glass;  (v) the
backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running
of any tank, tub,  washstand,  water closet,  waste pipe, drain or other pipe or
tank in, upon or about the Building or the  Premises;  (vii) the escape of steam
or hot water;  (viii) water,  snow or ice being upon or coming through the roof,
skylight,  trapdoor, stairs, doorways, windows, walks or any other place upon or
near the Building or the Premises or otherwise; (ix) the falling of any fixture,
plaster,  tile or  stucco;  and (x) any act,  omission  or  negligence  of other
tenants,  licensees  or of any other  persons or occupants of the Building or of
adjoining  or  contiguous  buildings  or of owners  of  adjacent  or  contiguous
property.

                  (b) If Landlord or a  successor  in interest is an  individual
(which term as used herein  includes  aggregates  of  individuals  such as joint
ventures,  general or limited  partnerships,  or associations),  such individual
shall be under no personal  liability with respect to its obligations under this
lease, Tenant shall look solely to the equity of such individual in the land and
building  constituting the Premises for the  satisfaction of Tenant's  remedies,
and in no event shall Tenant  attempt to secure any personal  judgement  against
any such individual or any principal,  partner, employee or agent of Landlord by
reason of such default by Landlord.

                  (c) The word "Landlord" as used herein means only the owner in
fee for the time  being  of the  Premises,  and in the  event of any sale of the
Premises,  Landlord  shall be and hereby is entirely  freed and  relieved of all
covenants  and  obligations  of  Landlord  hereunder  and it shall be deemed and
construed  without further  agreement between the parties or between the parties
and the purchaser of the Premises, that such purchaser has assumed and agreed to
carry out any and all covenants and obligations of Landlord hereunder.
<PAGE>

                                  NO ABATEMENT

         29. No diminution or abatement of Rent or other  compensation  shall be
claimed or allowed for  inconvenience or discomfort  arising from the Landlord's
making of additions, repairs or improvements to the Building or to its equipment
and fixtures, nor for any space taken to comply with any law, ordinance or order
of a governmental authority except as specifically provided in this lease.

                         APPLICABLE LAW AND CONSTRUCTION

         30.  The laws of the  State  of New York  shall  govern  the  validity,
performance and enforcement of this lease. The invalidity or unenforceability of
any provision of this lease shall not affect or impair any other provision.  The
submission of this  document to Tenant for  examination  does not  constitute an
offer to lease,  or a reservation of or option to lease,  and becomes  effective
only  upon  execution  and  delivery   thereof  by  Landlord  and  Tenant.   All
negotiations,  considerations,  representations  and understandings  between the
parties are incorporated in this lease.  Landlord or Landlord's agents have made
no  representations  or promises  with  respect to the  Building or the Premises
except as herein  expressly set forth.  The headings of the several articles and
sections  contained herein are for convenience only and do not define,  limit or
construe the contents of such articles or sections. Whenever herein the singular
number is used,  the same shall include the plural,  and the neuter gender shall
include the masculine and feminine genders. Neither this lease nor any provision
hereof may be changed,  waived,  discharged or terminated orally, but only by an
instrument  in  writing  signed by the party  against  whom  enforcement  of the
change, waiver, discharge or termination is sought.

                 CONSTRUCTION ON ADJACENT PREMISES OR BUILDINGS

         31. If any  construction is in progress at, on or about the Building or
any excavation or other building  operation  shall be about the be made or shall
be made on any  premises  adjoining  or above or below  the  Premises  or on any
portion of the Building,  Tenant shall permit Landlord or the adjoining owner or
tenant and their respective  agents,  employees,  licensees and contractors,  to
enter the  Premises and to shore the  foundations  and/or walls around and about
the  Premises  (but not so as to preclude  entry  thereto)  and to do any act or
thing  necessary  for the  safety  or  preservation  of the  Premises.  Tenant's
obligations  under this lease shall not be affected by any such  construction or
excavation work,  shoring-up,  scaffolding or barricading.  Landlord shall no be
liable in any such case for any inconvenience,  disturbance, loss of business or
any other  annoyance  arising from such  construction,  excavation,  shoring-up,
scaffolding or barricades,  but Landlord shall use its best efforts so that such
work will cause al little  inconvenience,  annoyance or disturbance to Tenant as
possible consistent with accepted  construction  practice in the vicinity and so
that such work shall be expeditiously completed.
<PAGE>

                                UTILITY EASEMENT

         32. This lease is subject and  subordinate to any utility,  gas, water,
electric, or telephone line easements,  now or hereafter granted,  affecting the
Premises,  the Building, or the land upon which they are located,  provided that
the same do not  unreasonably  interfere  with  the  Building  nor  unreasonably
interfere with the use of the Premises by Tenant.

                                     NOTICES

         33. All notices to be given  hereunder shall be in writing and given by
hand  delivery or by certified  or  registered  mail  addressed to either of the
parties at the  address  hereinabove  given or at any other  subsequent  mailing
address they may indicate by written notice.  Any notice given hereunder by mail
shall be deemed  delivered  when  deposited in a United States general or branch
post  office,  addressed  as  above  provided.   Tenant  hereby  authorizes  and
designates  the manger of the  Premises as an officer  authorized  to accept and
receive service of process.

                             BINDING EFFECT OF LEASE

         34. The covenants,  agreements and obligations  contained in this Lease
shall,  except as herein  otherwise  provided,  extend to, bind and inure to the
benefit of the parties  hereto and their  respective  personal  representatives,
heirs, successors and permitted assigns. Each covenant, agreement, obligation or
other provision herein contained shall be deemed and construed as a separate and
independent  covenant of the party bound by, undertaking or making the same, not
dependent  on any other  provision  of this  lease  unless  otherwise  expressly
provided.

                               UNAVOIDABLE DELAYS

         35.  Whenever  Landlord shall be required by the terms of this lease or
otherwise  to make any  improvements  or  repairs,  to furnish any  service,  to
perform any  construction or  reconstruction,  or to fulfill in other obligation
hereunder,  and  Landlord  shall be delayed  in, or  prevented  from,  so doing,
Landlord  shall not be deemed to be in default and this lease and the obligation
of Tenant to pay Rent  hereunder  and to perform all of the other  covenants and
agreements  hereunder  on the  part  of  Tenant  to be  performed  shall  not be
affected,  impaired or excused,  and any time limit herein fixed for  Landlord's
performance   thereof   shall  be  extended   if  and  so  long  as   Landlord's
non-performance,  delay or default  shall be caused by reason of strike or labor
troubles,  accidents,  any rule, order,  regulation or delay of any governmental
agency, or any department or subdivision  thereof,  governmental  pre-emption in
connection  with any national  emergency or war,  insurance claim or adjustment,
the  conditions  of supply and demand  which have been or are affected by war or
other emergency, or any other cause beyond Landlord's reasonable control.

<PAGE>

                                SANITARY SYSTEMS

         36.  Tenant  shall only permit  sanitary  discharge  into the  sanitary
system servicing the Premises.  Tenant shall comply with all requirements of the
County of  Suffolk,  Department  of Public  Works,  as they relate to use of the
sanitary  system,  including  the  payment  of  any  excess  volume  charges  as
determined by the County of Suffolk.


                                     PARKING

         37. Tenant shall have the right to use the parking areas designated for
the Building. The parking areas available for the use of Tenant herein are to be
used by Tenant, its servants,  employees,  agents, business invitees and patrons
subject to the rules and  regulations of Landlord and it is also  understood and
agreed  that  Landlord  shall  have the right at any time to modify or alter the
parking  layout and  traffic  pattern in the parking  areas and to diminish  the
available  parking areas  without any  liability to Tenant or any  diminution or
abatement of rent or additional rent. Tenant shall not use nor permit any of its
officers,  agents or employees  to use any parking  spaces in excess of Tenant's
allotted number of spaces therein.


                            CLEANING, RUBBISH REMOVAL

         38. All  janitorial  work at the Premises shall be done at the cost and
expense of Tenant.  Tenant shall provide for its own trash,  rubbish and garbage
removal at its own expense and all rubbish,  trash and garbage  shall be kept at
the Premises  subject to the rules and regulations of the appropriate  municipal
authorities having jurisdiction thereof, and subject to the reasonable rules and
regulations set by Landlord, and shall at all times be kept in closed containers
reasonably acceptable to Landlord.

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


                                            Landlord:

                                                      By: M. Barrett
                                                          Managing Agent

                                            Tenant:

                                                      By: A. L. Coon
                                                          Senior Vice President