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                           STANDARD FORM OF LOFT LEASE
                     The Real Estate Board of New York, Inc.
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AGREEMENT  OF LEASE,  dated as of this  11th day of June  1997,  between  Dawson
Holding  Company  having an address  at 375 North  Broadway,  Jericho,  New York
11753, party of the first part,  hereinafter  referred to as OWNER and Home Care
Alliance,  Inc., a New York  Corporation  having an address at 211 Station Road,
Suite  706,  Mineola,  New York  11501,  party of the second  part,  hereinafter
referred to as TENANT,

WITNESSETH:  Owner hereby  leases to Tenant and Tenant  hereby leases from Owner
762 Summer Avenue, Westbury, New York in the building known as 762 Summa Avenue,
Westbury,  New York for the term of ten (10)  years  (or until  such term  shall
sooner cease and expire as hereinafter provided) to commence on the first day of
the  month in  which  delivery  of  possession  of the  Premises  occurs  and to
terminate  on the last  day of the  119th  month  following  the  month in which
delivery of  possession  of the Premises  occurs,  both dates  inclusive,  at an
annual rental rate of Sixty Seven Thousand Nine Hundred Fifty and 00/100 Dollars
($67,950.00) during the first year of the term and thereafter as provided for in
Rider B attached hereto which Tenant agrees to pay 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, in equal monthly installments in advance on the
first day of each  month  during  said  term,  the office of Owner or such other
place as Owner  may  designate,  without  any set off or  deduction  whatsoever,
except that Tenant shall pay the first monthly  installment(s)  on the execution
hereof (unless this lease be a renewal).

     In the  event  that,  at the  commencement  of the term of this  lease,  or
thereafter,  Tenant shall be in default in the payment of rent to Owner pursuant
to the  terms of  another  lease  with  Owner  or with  Owner's  predecessor  in
interest,  Owner may at  Owner's  option  and  without  notice to Tenant add the
amount of such arrears to any monthly  installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

     The parties hereto, for themselves,  their heirs, distributees,  executors,
administrators,  legal representatives,  successors and assigns, hereby covenant
as follows:

Occupancy: 1. Tenant shall pay the rent as above and as hereinafter provided.

Use: 2. Tenant shall use and occupy  demised  premises for warehouse and storage
of home  Products  provided such use is in accordance  with the  Certificate  of
Occupancy for the building, if any, and for no other purpose.

Tenant  Alternations:  3.  Tenant  shall make no  changes  in or to the  demised
premises of any nature without Owner's prior written consent which consent as to
non-structural  alterations and which do not affect Building Systems,  shall not
be  unreasonably  withheld or delayed.  Subject to the prior written  consent of
Owner, and to the provisions of this article,  Tenant at Tenant's  expense,  may
make   alterations,   installations,   additions  or   improvements   which  are
nonstructural  and  which  do  not  affect  utility  services  or  plumbing  and
electrical  lines,  in or to the  interior  of the  demised  premises  by  using
contractors or mechanics  first approved by Owner.  Tenant shall,  before making
any  alterations,  additions,  installations  or  improvements,  at its expense,
obtain all permits,  approvals and certificates  required by any governmental or
quasi-governmental  bodies and (upon completion)  certificates of final approval
thereof and shall deliver promptly duplicates of all such permits, approvals and
certificates  to Owner  and  Tenant  agrees  to carry  and will  cause  Tenant's
contractors and  sub-contractors to carry such workman's  compensation,  general
liability,  personal and property damage insurance as Owner may require.  If any
mechanic's lien is filed against the demised premises,  or the building of which
the same  forms a part,  for work  claimed to have been done for,  or  materials
furnished to,  Tenant,  whether or not done  pursuant to this article,  the same
shall be  discharged  by Tenant  within  thirty  days  thereafter,  at  Tenant's
expense, taking all necessary legal steps including filing such bonds as will be
set by the court to remove the  mechanics  lien.  All fixtures and all paneling,
partitions, railings and like installations, installed in the



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premises at any time,  either by Tenant or by Owner in Tenant's  behalf,  shall,
upon  installation,  become the  property of Owner and shall  remain upon and be
surrendered  with  the  demised  premises.  Nothing  in this  Article  shall  be
construed  to give  Owner  title  to or to  prevent  Tenant's  removal  of trade
fixtures,  moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other  installations  as may be required by
Owner,  Tenant  shall  immediately  and at its  expense,  repair and restore the
premises to the condition  existing prior to installation  and repair any damage
to the demised  premises  or the  building  due to such  removal.  All  property
permitted or required to be removed,  by Tenant at the end of the term remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either be retained as Owner's property or may be removed from
the premises by Owner, at Tenant's expense.

Repairs: 4. See Rider C.

Window Cleaning:  5. Tenant will not clean nor require,  permit, suffer or allow
any window in the demised  premises to be cleaned  from the outside in violation
of Section 202 of the New York State Labor Law or any other applicable law or of
the Rules of the Board of Standards  and Appeals,  or of any other Board or body
having or asserting jurisdiction.

Requirements of Law, Fire Insurance,  Floor Loads: 6. Prior to the  commencement
of the lease term, if Tenant is then in possession, and at all times thereafter,
Tenant,  at  Tenant's  sole cost and  expense,  shall  promptly  comply with all
present and future laws, orders and regulations of all state, federal, municipal
and local governments,  departments, commissions and boards and any direction of
any public officer pursuant to law, and all orders, rules and regulations of the
New York Board of Fire  Underwriters,  Insurance Services Office, or any similar
body which shall impose any  violation,  order or duty upon Owner or Tenant with
respect to the demised  premises,  arising out of Tenant's  use or manner of use
thereof,  or with  respect to the  building if arising  out of  Tenant's  use or
manner  of use of the  demised  premises  or the  building  (including  the  use
permitted  under the lease).  Except as  provided  in Article 30 hereof  nothing
herein shall require Tenant to make  structural  repairs or  alterations  unless
Tenant has, by its manner of use of the demised  premises or method of operation
therein,  violated any such laws,  ordinances,  orders,  rules,  regulations  or
requirements  with  respect  thereto.  Tenant  shall not do or permit any act or
thing to be done in or to the  demised  premises  which is  contrary  to law, or
which will  invalidate  or be in conflict with public  liability,  fire or other
policies of  insurance  at any time  carried by or for the benefit of Owner with
respect to the demised  premises or the  building of which the demised  premises
form a part,  or  which  shall  or  might  subject  Owner  to any  liability  or
responsibility  to any  person or for  property  damage.  Tenant  shall not keep
anything in the demised  premises  except as now or  hereafter  permitted by the
Fire Department, Board of Fire Underwriters,  Fire Insurance Rating Organization
or other authority  having  jurisdiction,  and then only in such manner and such
quantity so as not to increase  the rate for fire  insurance  applicable  to the
building,  nor use the  premises in a manner which will  increase the  insurance
rate for the building or any property  located therein over that in effect prior
to the commencement of Tenant's occupancy. Tenant shall pay all costs, expenses,
fines,  penalties,  or  damages,  which may be  imposed  upon Owner by reason of
Tenant's  failure to comply with the provisions of this article and if by reason
of such failure the fire insurance rate shall, at the beginning of this lease or
at any time thereafter,  be higher than it otherwise would be, then Tenant shall
reimburse  Owner,  as additional  rent  hereunder,  for that portion of all fire
insurance  premiums  thereafter  paid by Owner  which  shall  have been  charged
because of such failure by Tenant. In any action or proceeding wherein Owner and
Tenant are parties,  a schedule or "make-up" of rate for the building or demised
premises  issued by the New York Fire Insurance  Exchange,  or other body making
fire insurance rates applicable to said premises shall be conclusive evidence of
the facts  therein  stated  and of the  several  items and  charges  in the fire
insurance rates then applicable to said premises.  Tenant shall not place a load
upon any floor of the demised premises  exceeding the floor load per square foot
area which it was designed to carry and which is allowed by law.  Owner reserves
the right to prescribe the weight and position of all safes,  business  machines
and mechanical  equipment.  Such installations shall be placed and maintained by
Tenant, at Tenant's expense,  in settings  sufficient,  in Owner's judgment,  to
absorb and



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maintained by Tenant, at Tenant's expense,  in settings  sufficient,  in Owner's
judgment, to absorb and prevent vibration, noise and annoyance.

Subordination:  7.  This  lease is  subject  and  subordinate  to all  ground or
underlying  leases and to all mortgages  which may now or hereafter  affect such
leases or the real  property  of which  demised  premises  are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying  leases and  mortgages.  This clause shall be  self-operative  and no
further  instrument  of  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall execute promptly any certificate that Owner may request.

Property--Loss,  Damage, Reimbursement,  Indemnity: 8. Owner or its agents shall
not be liable for any damage to property of Tenant or of others, nor for loss of
or damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property  resulting  from any cause of  whatsoever  nature,
unless caused by or due to the negligence or willful  wrongful conduct of Owner,
its agents,  servants or  employees.  Owner or its agents will not be liable for
any such  damage  caused by other  tenants  or  persons  in,  upon or about said
building or caused by operations in construction of any private, public or quasi
public work. If at any time any windows of the demised  premises are temporarily
closed,  darkened or bricked up (or permanently closed,  darkened or bricked up,
if required by law). Owner shall not be liable for any damage Tenant may sustain
thereby  and Tenant  shall not be  entitled  to any  compensation  there for nor
abatement  or  diminution  of rent nor shall the same  release  Tenant  from its
obligations  hereunder nor  constitute an eviction.  Tenant shall  indemnify and
save harmless  Owner  against and from all  liabilities,  obligations,  damages,
penalties, claims, costs and expenses for which Owner shall not be reimbursed by
insurance,  including reasonable attorneys fees, paid, suffered or incurred as a
result  of any  breach  by  Tenant,  Tenant's  agents,  contractors,  employees,
invitees,  or  licensees,  of any covenant or  condition  of this lease,  or the
carelessness,  negligence or improper  conduct of the Tenant,  Tenant's  agents,
contractors,  employees,  invitees or licensees.  Tenant's  liability under this
lease  extends  to the acts and  omissions  of any  sub-tenant,  and any  agent,
contractor,  employee, invitee or licensee of any sub-tenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written  notice from Owner,  will,  at Tenant's  expense,  resist or defend such
action or proceeding by counsel approved by Owner in writing,  such approval not
to be unreasonably withheld.

Destruction, Fire and Other Casualty: 9. (a) If the demised premises or any part
thereof shall be damaged by fire or other casualty,  Tenant shall give immediate
notice  thereof to Owner and this lease shall  continue in full force and effect
except as  hereinafter  set forth.  (b) If the demised  premises  are  partially
damaged or rendered  partially  unusable by fire or other casualty,  the damages
thereto  shall be repaired  by and at the  expense of Owner and the rent,  until
such repair shall be substantially completed,  shall be apportioned from the day
following  the casualty  according to the part of the premises  which is usable.
(c) If the demised  premises are totally  damaged or rendered wholly unusable by
fire or other casualty,  then the rent shall be  proportionately  paid up to the
time of the  casualty  and  thenceforth  shall  cease  until  the date  when the
premises  shall have been  repaired  and  restored by Owner,  subject to Owner's
right to elect  not to  restore  the same as  hereinafter  provided.  (d) If the
demised  premises  are rendered  wholly  unusable or (whether or not the demised
premises  are damaged in whole or in part) if the  building  shall be so damaged
that Owner shall  decide to demolish it or to rebuild it,  then,  in any of such
events,  Owner may elect to  terminate  this lease by written  notice to Tenant,
given  within 90 days after  such fire or  casualty,  specifying  a date for the
expiration  of the  lease,  which  date shall not be more than 60 days after the
giving of such notice.  Upon the date  specified in such notice the term of this
lease  shall  expire as fully and  completely  as if such date were the date set
forth above for the  termination of this lease and Tenant shall  forthwith quit,
surrender  and vacate the premises  without  prejudice  however,  to  Landlord's
rights and remedies against Tenant under the lease provisions in effect prior to
such  termination,  and any rent  owing  shall  be paid up to such  date and any
payments of rent made by Tenant




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which were on account of any period subsequent to such date shall be returned to
Tenant.  Unless Owner shall serve a  termination  notice as provided for herein,
Owner shall make the repairs and  restorations  under the  conditions of (b) and
(c) hereof, with all reasonable expedition,  subject to delays due to adjustment
of insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty,  Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as  reasonably  possible,  all of Tenant's  salvageable
inventory  and  movable  equipment,  furniture,  and  other  property.  Tenant's
liability  for rent shall resume five (5) days after  written  notice from Owner
that the premises are substantially  ready for Tenant's  occupancy.  (e) Nothing
contained  hereinabove  shall relieve  Tenant from liability that may exist as a
result of damage from fire or other  casualty.  Notwithstanding  anything to the
contrary contained in subdivisions (a) through (e) hereof, each party shall look
first to any  insurance in its favor before  making any claim  against the other
party for recovery for loss or damage resulting from fire or other casualty, and
to the extent that such insurance is in force and  collectible and to the extent
permitted by law, Owner and Tenant each hereby  releases and waives all right of
recovery  against the other or any one claiming through or under each of them by
way of  subrogation or otherwise.  The foregoing  release and waiver shall be in
force only if both releasors' insurance policies contain a clause providing that
such a release or waiver  shall not  invalidate  the  insurance.  If, and to the
extent,  that such  waiver can be  obtained  only by the  payment of  additional
premiums,  then the party  benefitting  from the waiver  shall pay such  premium
within ten days after written  demand or shall be deemed to have agreed that the
party obtaining insurance coverage shall be free of any further obligation under
the provisions hereof with respect to waiver of subrogation. Tenant acknowledges
that Owner will not carry insurance on Tenant's  furniture and/or furnishings or
any fixtures or equipment,  improvements,  or appurtenances  removable by Tenant
and  agrees  that Owner will not be  obligated  to repair any damage  thereto or
replace the same.  (f) Tenant hereby waives the provisions of Section 227 of the
Real  Property Law and agrees that the  provisions  of this article shall govern
and control in lieu thereof.


Eminent Domain: 10. [Deleted]

Assignment,  Mortgage,  Etc.: 11. Tenant, for itself,  its heirs,  distributees,
executors,  administrators,  legal  representatives,   successors  and  assigns,
expressly  covenants  that it  shall  not  assign,  mortgage  or  encumber  this
agreement,  nor underlet,  or suffer or permit the demised  premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance.  Transfer of the majority of the stock of a corporate  Tenant shall be
deemed an assignment.  If this lease be assigned,  or if the demised premises or
any part  thereof be underlet or occupied by anybody  other than  Tenant,  Owner
may, after default by Tenant,  collect rent from the assignee,  under-tenant  or
occupant, and apply the net amount collected to the rent herein reserved, but no
such assignment,  underletting, occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant,  or a  release  of  Tenant  from the  further  performance  by Tenant of
covenants  on the part of Tenant  herein  contained.  The consent by Owner to an
assignment or underletting  shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.

Electric Current:  12. Tenant covenants and agrees that at all times its uses of
electric  current  shall not  exceed the  capacity  of  existing  feeders to the
building  or the  risers  or  wiring  installation  and  Tenant  may not use any
electrical  equipment  which, in Owner's  opinion,  reasonably  exercised,  will
overload such  installations  or interfere with the use thereof by other tenants
of the  building.  The change at any time of the  character of electric  service
shall in no wise make  Owner  liable or  responsible  to  Tenant,  for any loss,
damages or expenses which Tenant may sustain.

Access to Premises:  13. Owner or Owner's agents shall have the right (but shall
not be  obligated)  to enter the demised  premises in any emergency at any time,
and, at other reasonable times, to examine




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the same and to make such repairs,  replacements  and  improvements as Owner may
deem necessary and reasonably  desirable to the demised premises or to any other
portion of the building or which Owner may elect to perform. Tenant shall permit
Owner to use and  maintain  and  replace  pipes and  conduits in and through the
demised  premises and to erect new pipes and conduits  therein provided they are
concealed within the walls, floor, or ceiling. Owner may, during the progress of
any work in the demised  premises,  take all  necessary  materials and equipment
into said  premises  without the same  constituting  an  eviction  nor shall the
Tenant be entitled to any  abatement  of rent while such work is in progress nor
to any  damages by reason or loss or  interruption  of  business  or  otherwise.
Throughout  the term  hereof  Owner  shall  have the right to enter the  demised
premises at reasonable  hours for the purpose of showing the same to prospective
purchasers or mortgagees of the building,  and during the last six months of the
term for the purpose of showing the same to  prospective  tenants.  If Tenant is
not  present  to open and permit an entry  into the  premises,  Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly  and provided  reasonable  care is exercised to safeguard
Tenant's  property,  such  entry  shall not render  Owner or its  agents  liable
therefor,  nor in any  event  shall  the  obligations  of  Tenant  hereunder  be
affected.  If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property  therefrom,  Owner may immediately enter,
alter,  renovate  or  redecorate  the demised  premises  without  limitation  or
abatement of rent,  or incurring  liability to Tenant for any  compensation  and
such act shall have no effect on this lease or Tenant's obligations hereunder.

Vault,  Vault Space,  Area: 14. No Vaults,  vault space or area,  whether or not
enclosed  or covered,  not within the  property  line of the  building is leased
hereunder, anything contained in or indicated on any sketch, blue print or plan,
or anything contained  elsewhere in this lease to the contrary  notwithstanding.
Owner makes no  representation  as to the location of the  property  line of the
building.  All vaults and vault space and all such areas not within the property
line of the building,  which Tenant may be permitted to use and/or occupy, is to
be used and/or  occupied under a revocable  license,  and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal,  state or  municipal  authority or public  utility,  Owner shall not be
subject to any  liability  nor shall Tenant be entitled to any  compensation  or
diminution  or  abatement  of rent,  nor shall such  revocation,  diminution  or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant.

Occupancy: 15. Tenant will not at any time use or occupy the demised premises in
violation of the  certificate of occupancy  issued for the building of which the
demised premises are a part.  Tenant has inspected the premises and accepts them
as is,  subject to the riders  annexed  hereto with respect to Owner's  work, if
any. In any event,  Owner makes no  representations  as to the  condition of the
premises and Tenant  agrees to accept the same subject to  violations of record.
If any government  license or permit shall be required for the proper and lawful
conduct of Tenant's business, Tenants shall be responsible for and shall procure
and maintain such license or permit.

Bankruptcy:   16.  (a)  Anything   elsewhere  in  this  lease  to  the  contrary
notwithstanding,  this  lease  may be  cancelled  by Owner by the  sending  of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any state  naming  Tenant as the debtor;  or (2) the making by
Tenant of an  assignment or any other  arrangement  for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant,  or by reason of any  statute  or order of court,  shall  thereafter  be
entitled to  possession  of the premises  demised but shall  forthwith  quit and
surrender the premises.  If this lease shall be assigned in accordance  with its
terms,  the provisions of this Article 16 shall be applicable  only to the party
then owning Tenant's interest in this lease.

     (b) It is  stipulated  and agreed that in the event of the  termination  of
this lease pursuant to (a) hereof,  Owner shall forthwith,  notwithstanding  any
other  provisions  of this lease to the  contrary,  be entitled to recover  from
Tenant as and for liquidated damages an amount equal to the difference between




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the rent reserved  hereunder  for the unexpired  portion of the term demised and
the fair  and  reasonable  rental  value of the  demised  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 demised  premises  for the period for
which  such  installment  was  payable  shall  be  discounted  to  the  date  of
termination at the rate of four percent (4%) per annum.  If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease,  or any
part thereof,  before  presentation of proof of such  liquidated  damages to any
court,  commission or tribunal,  the amount of rent reserved upon such reletting
shall be deemed to be the fair and  reasonable  rental value for the part or the
whole of the  premises  so re-let  during  the term of the  re-letting.  Nothing
herein  contained  shall limit or prejudice  the right of the Owner 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 proceedings 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.

Default:  17. (1) If Tenant  defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or if
the  demised  premises  becomes  vacant  or  deserted;  or if any  execution  or
attachment shall be issued against Tenant or any of Tenant's property  whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if this  lease be  rejected  under  Section  365 of  Title  11 of the U.S.  Code
(bankruptcy  code);  or if Tenant shall fail to move into or take  possession of
the premises within fifteen (15) days after the commencement of the term of this
lease or if Tenant  shall be in default  under any other  lease for space in the
building,  then, in any one or more of such events, upon Owner serving a written
15 days notice upon Tenant  specifying  the nature of said  default and upon the
expiration of said 15 days, if Tenant shall have failed to comply with or remedy
such  default,  or if the said default or omission  complained  of shall be of a
nature that the same cannot be completely  cured or remedied  within said 15 day
period,  and if Tenant shall not have diligently  commenced  during such default
within such 15 day period,  and shall not thereafter with  reasonable  diligence
and in good faith, proceed to remedy or cure such default,  then Owner may serve
a written three (3) days' 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 expiration of such three
(3) day period were the day herein  definitely  fixed for the end and expiration
of this lease and the term thereof and Tenant shall then quit and  surrender the
demised  premises  to Owner  but  Tenant  shall  remain  liable  as  hereinafter
provided.

     (2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as  aforesaid;  or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional  rent herein  mentioned or
any part of either or in making any other payment herein  required,  then and in
any of such  events  Owner may without  notice,  re-enter  the demised  premises
either by force or otherwise,  and dispossess  Tenant by summary  proceedings or
otherwise,  and the legal  representative of Tenant or other occupant of demised
premises and remove their effects and hold the premises as if this lease 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 make
default  hereunder prior to the date fixed as the commencement of any renewal or
extension  of this  lease,  Owner may  cancel  and  terminate  such  renewal  or
extension agreement by written notice.

Remedies  of Owner and Waiver of  Redemption:  18. In case of any such  default,
re-entry,  expiration and/or dispossess by summary proceedings or otherwise, (a)
the rent shall become due thereupon and be paid up to the time of such re-entry,
dispossess and/or  expiration,  (b) Owner may re-let the premises or any part or
parts  thereof,  either in the name of Owner or otherwise,  for a term or terms,
which  may at  Owner's  option be less than or exceed  the  period  which  would
otherwise have  constituted  the balance of the term of this lease and may grant
concessions  or free rent or  charge a higher  rental  than that in this  lease,
and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as
liquidated  damages  for the  failure  of Tenant to  observe  and  perform  said
Tenant's  covenants  herein  contained,  any deficiency  between the rent hereby
reserved and/or  covenanted to be paid and the net amount,  if any, of the rents
collected on account of the lease or leases of the demised premises for each



                                       6
<PAGE>


amount,  if any, of the rents collected on account of the lease or leases of the
demised  premises  for each  month of the  period  which  would  otherwise  have
constituted  the  balance  of the term of this  lease.  The  failure of Owner to
re-let the  premises  or any part or parts  thereof  shall not release or affect
Tenant's liability for damages. In computing such liquidated damages there shall
be added to the said  deficiency  such expenses as Owner may incur in connection
with re-letting, such as legal expenses, attorneys' fees, brokerage, advertising
and for keeping the demised premises in good order or for preparing the same for
re-letting. Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent day  specified  in this lease and any suit brought to collect
the amount of the  deficiency  for any month shall not  prejudice in any way the
rights of Owner to collect the deficiency of any  subsequent  month by a similar
proceeding.  Owner,  in putting the demised  premises in good order or preparing
the same for re-rental may, at Owner's option,  make such alterations,  repairs,
replacements,  and/or  decorations in the demised  premises as Owner, in Owner's
sole judgment,  considers  advisable and necessary for the purpose of re-letting
the demised premises, and the making of such alterations, repairs, replacements,
and/or  decorations  shall not operate or be  construed  to release  Tenant from
liability  hereunder as aforesaid.  Owner shall in no event be liable in any way
whatsoever for failure to re-let the demised premises,  or in the event that the
demised premises are re-let,  for failure to collect the rent thereof under such
re-letting,  and in no event shall Tenant be entitled to receive any excess,  if
any,  of such net  rents  collected  over the sums  payable  by  Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy  allowed at law or in equity as if re-entry,  summary
proceedings  and other  remedies were not herein  provided for.  Mention in this
lease of any particular remedy,  shall not preclude Owner from any other remedy,
in law or in  equity.  Tenant  hereby  expressly  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 Owner obtaining
possession of demised  premises,  by reason of the violation by Tenant of any of
the covenants and conditions of this lease, or otherwise.

Fees and Expenses:  19. If Tenant shall default in the observance or performance
of any term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or  provisions  in any article of this  lease,  then,
unless otherwise  provided  elsewhere in this lease, Owner may immediately or at
any time  thereafter  and  without  notice  perform  the  obligation  of  Tenant
thereunder. If Owner, in connection with the foregoing or in connection with any
default by Tenant in the covenant to pay rent hereunder,  makes any expenditures
or incurs any obligations for the payment of money, including but not limited to
attorney's  fees,  in  instituting,  prosecuting  or  defending  any  action  or
proceeding,  then  Tenant  will  reimburse  Owner  for  such  sums  so  paid  or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's  default shall be deemed to be additional  rent hereunder and
shall  be paid by  Tenant  to  Owner  within  days of  rendition  of any bill or
statement to Tenant  therefor.  If Tenant's lease term shall have expired at the
time of making of such expenditures or incurring of such obligations,  such sums
shall be recoverable by Owner as damages.

Building  Alterations and Management:  20. There shall be no allowance to Tenant
for  diminution  of rental value and no liability on the part of Owner by reason
of  inconvenience,  annoyance or injury to business  arising from Owner or other
Tenants  making any repairs in the building or any such  alterations,  additions
and improvements.

No  Representations by Owner: 21. Neither Owner nor Owner's agents have made any
representations  or  promises  with  respect to the  physical  condition  of the
building,  the land upon which it is erected or the demised premises, the rents,
leases,  expenses of operation or any other matter or thing affecting or related
to the premises except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise  except as expressly
set forth in the  provisions  of this lease.  Tenant has  inspected  the demised
premises and is thoroughly  acquainted  with their  condition and agrees to take
the same "as is" and  acknowledges  that the taking of possession of the demised
premises by Tenant shall be  conclusive  evidence that the said premises and the
building of



                                       7
<PAGE>


which the same form a part were in good and  satisfactory  condition at the time
such possession was so taken,  except as to latent defects.  All  understandings
and  agreements  heretofore  made between the parties  hereto are merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory  agreement  hereafter  made shall be ineffective to
change,  modify,  discharge or effect an  abandonment of it in whole or in part,
unless such  executory  agreement is in writing and signed by the party  against
whom  enforcement  of the change,  modification,  discharge  or  abandonment  is
sought.

End of Term:  22. Upon the  expiration or other  termination of the term of this
lease,  Tenant  shall quit and  surrender to Owner the demised  premises,  broom
clean,  in good order and  condition,  ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted,  and Tenant
shall remove all its  property.  Tenant's  obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If the
last day of the term of this Lease or any renewal thereof, falls on Sunday, this
lease  shall  expire  at noon on the  preceding  Saturday  unless  it be a legal
holiday in which case it shall expire at noon on the preceding business day.

Quiet  Enjoyment:  23. Owner  covenants  and agrees with Tenant that upon Tenant
paying the rent and additional  rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed,  Tenant
may  peaceably  and  quietly  enjoy  the  premises  hereby   demised,   subject,
nevertheless,  to the terms and  conditions  of this  lease  including,  but not
limited to,  Article 31 hereof and to the ground leases,  underlying  leases and
mortgages hereinbefore mentioned.

Failure to Give  Possession:  24. If Owner is unable to give  possession  of the
demised premises on the date of the commencement of the term hereof,  because of
the  holding-over  or  retention of  possession  of any tenant,  undertenant  or
occupants  or  if  the  demised   premises  are  located  in  a  building  being
constructed,  because such building has not been sufficiently  completed to make
the premises  ready for occupancy or because of the fact that a  certificate  of
occupancy  has not been  procured  or for any other  reason,  Owner shall not be
subject to any  liability  for failure to give  possession  on said date and the
validity of the lease shall not be impaired under such circumstances,  nor shall
the same be construed in any wise to extend the term of this lease, but the rent
payable  hereunder  shall be  abated  (provided  Tenant is not  responsible  for
Owner's  inability  to obtain  possession)  until  after  Owner shall have given
Tenant  written  notice that the premises are  substantially  ready for Tenant's
occupancy.  If permission is given to Tenant to enter into the possession of the
demised  premises or to occupy premises other than the demised premises prior to
the  date  specified  as the  commencement  of the  term of this  lease,  Tenant
covenants  and agrees  that such  occupancy  shall be deemed to be under all the
terms,  covenants,  conditions  and  provisions of this lease,  except as to the
covenant to pay rent.  The provisions of this article are intended to constitute
"an express  provision to the  contrary"  within the meaning of Section 223-a of
the New York Real Property Law.

No Waiver:  25. The  failure of Owner to seek  redress for  violation  of, or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or  Regulations,  set forth or  hereafter  adopted by Owner,
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 Owner of rent with  knowledge  of the breach of any  covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been  waived by Owner  unless  such waiver be in writing
signed by Owner.  No payment  by Tenant or  receipt by Owner of a lesser  amount
than the  monthly  rent  herein  stipulated  shall be deemed to be other than on
account of the earliest  stipulated rent, nor shall any endorsement or statement
of any check or any letter  accompanying  any check or payment as rent be deemed
an accord and  satisfaction,  and Owner may accept such check or payment without
prejudice  to Owner's  right to recover  the  balance of such rent or pursue any
other  remedy in this lease  provided.  No act or thing done by Owner or Owner's
agents  during  the term  hereby  demised  shall be  deemed an  acceptance  of a
surrender of said premises, and no agreement to accept such surrender shall



                                       8
<PAGE>



be valid  unless in writing  signed by Owner.  No  employee  of Owner or Owner's
agent  shall  have any power to accept  the keys of said  premises  prior to the
termination  of the lease and the delivery of keys to any such agent or employee
shall not operate as a  termination  of the lease or a surrender  of the demised
premises.

Waiver of Trial by Jury:  26. It is  mutually  agreed by and  between  Owner and
Tenant that the  respective  parties hereto shall and they hereby do waive trial
by jury in any  action,  proceeding  or  counterclaim  brought  by either of the
parties hereto against the other (except for personal injury or property damage)
on any  matters  whatsoever  arising  out of or in any way  connected  with this
lease,  the  relationship  of Owner and Tenant,  Tenant's use of or occupancy of
said premises,  and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Owner commences any summary proceeding
for possession of the premises,  Tenant will not interpose any  counterclaim  of
whatever nature or description in any such  proceeding  including a counterclaim
under Article 4, except for statutory mandatory counterclaims,  except, however,
a  compulsory  counterclaim  that  tenant  would  otherwise  be  precluded  from
asserting a separate plenary proceeding.

Inability to Perform:  27. This Lease and the  obligation  of Tenant to pay rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in no wise be affected, impaired or excused
because Owner is unable to fulfill any of its obligations under this lease or to
supply or is delayed in  supplying  any service  expressly  or  impliedly  to be
supplied or is unable to make,  or is delayed in making any  repair,  additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment  or fixtures if Owner is  prevented or delayed from so doing by reason
of strike or labor troubles or any cause whatsoever  including,  but not limited
to, government  preemption in connection with a National  Emergency or by reason
of any rule, order or regulation of any department or subdivision thereof of any
government agency or by reason of the conditions of supply and demand which have
been or are affected by war or other emergency.

Bills and  Notices:  28.  Except as otherwise  in this lease  provided,  a bill,
statement, notice or communication which Owner may desire or be required to give
to  Tenant,  shall be deemed  sufficiently  given or  rendered  if, in  writing,
delivered to Tenant personally or sent by registered or certified mail addressed
to Tenant at the  building of which the demised  premises  form a part or at the
last known residence address or business address of Tenant or left at any of the
aforesaid  premises  addressed to Tenant,  and the time of the rendition of such
bill or  statement  and of the giving of such notice or  communication  shall be
deemed to be the time when the same is delivered to Tenant,  mailed,  or left at
the premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

Waiver Charge: 29. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary lavatory  purposes (of which fact Tenant  constitutes owner
to be the sole  judge)  Owner may  install a water  meter  and  thereby  measure
Tenant's water consumption for all purposes. Tenant shall pay Owner for the cost
of the  meter  and the cost of the  installation,  thereof  and  throughout  the
duration of Tenant's  occupancy,  Tenant shall keep said meter and  installation
equipment in good  working  order and repair at Tenant's own cost and expense in
default of which  Owner may cause such meter and  equipment  to be  replaced  or
repaired and collected the cost thereof from Tenant as additional  rent.  Tenant
agrees to pay for water  consumed,  as shown on said meter as and when bills are
rendered,  and on default in making such payment  Owner may pay such charges and
collect the same from Tenant, as additional rent. Tenant covenants and agrees to
pay, as additional rent, the sewer rent,  charge or any other tax, rent, levy or
charge which now or  hereafter  is  assessed,  impose or a lien upon the demised
premises  or the  realty  of  which  they  are part  pursuant  to law,  order or
regulation made or issued in connection with the use,  consumption,  maintenance
or supply of water,  water  system  or sewage or sewage  connection  or  system.
Independently  of and in  addition  to any of the  remedies  reserved  to  Owner
hereinabove or elsewhere in



                                       9
<PAGE>



this  lease,  Owner may sue for and  collect  any monies to be paid by Tenant or
paid by Owner for any of the reasons or purposes hereinabove set forth.

Sprinklers:   30.   Anything   elsewhere   in  this   lease   to  the   contrary
notwithstanding, if the New York Board of Fire Underwriters or the New York Fire
Insurance Exchange or any bureau,  department or official of the federal,  state
or city government  recommend or require the  installation of a sprinkler system
or that any changes,  modifications,  alterations, or additional sprinkler heads
or other equipment be made or supplied in an existing sprinkler system by reason
of Tenant's business,  or the location of partitions,  trade fixtures,  or other
contents  of the  demised  premises,  or for any  other  reason,  or if any such
sprinkler system installations, modifications, alterations, additional sprinkler
heads or other such equipment,  become  necessary to prevent the imposition of a
penalty or charge against the full allowance for a sprinkler  system in the fire
insurance rate set by any said Exchange or by any fire insurance company, Tenant
shall, at Tenant's expense,  promptly make such sprinkler system  installations,
changes,  modifications,  alterations and supply  additional  sprinkler heads or
other  equipment as required  whether the work  involved  shall be structural or
non-structural  in nature.  Tenant shall pay to Owner as additional rent the sum
of 100 percent, on the first day of each month during the term of this lease, as
Tenant's portion of the contract price for sprinkler  supervisory  service.  The
cost of said sprinkler supervisory service shall be commercially reasonable.

Elevators,  Heat,  Cleaning:  31. Tenant shall,  at Tenant's  expense,  keep the
demised premises, including the windows, clean and in order, to the satisfaction
of Owner and for that purpose shall employ the person or persons, or corporation
approved  by Owner.  Bills for the same shall be  rendered by Owner to Tenant at
such time as Owner may elect  and shall be due and  payable  hereunder,  and the
amount of such  bills  shall be deemed to be, and be paid as,  additional  rent.
Tenant shall,  however,  have the option of  independently  contracting  for the
remove of such rubbish and refuse in the event that Tenant does not wish to have
same done by employees of Owner. Under such circumstances,  however, the removal
of such  refuse  and  rubbish  by  other  shall be  subject  to such  rules  and
regulations as, in the judgment of Owner, are necessary for the proper operation
of the  building.  Owner  reserves  the right to stop  service  of the  heating,
plumbing  and  electric  systems,  when  necessary  by  reason or  accident,  or
emergency or for repairs,  alterations,  replacements  or  improvements,  in the
judgment  of owner  desirable  or  necessary  to be made,  until  said  repairs,
alterations, replacements or improvements shall have been completed.

Security:  32. Tenant has deposited with Owner the sum of $11,415.00 as security
for the faithful  performance and observance by Tenant of the terms,  provisions
and conditions of this lease;  it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional  rent or any other sum as to
which  Tenant  is in  default  or for any sum which  Owner may  expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants  and  conditions  of this  lease,  including  but not  limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency  accrued  before or after summary  proceedings  or other  re-entry by
Owner.  In the event that Tenant shall fully and  faithfully  comply with all of
the terms,  provisions,  covenants and  conditions  of this lease,  the security
shall be  returned  to Tenant  after the date  fixed as the end of the Lease and
after  delivery of entire  possession of the demised  premises to Owner.  In the
event of a sale of the land and  building or leasing of the  building,  of which
the demised  premises  form a part,  Owner shall have the right to transfer  the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security,  and it is agreed that the
provisions  hereof  shall  apply to every  transfer  or  assignment  made of the
security to a new Owner.  Tenant  further  covenants  that it will not assign or
encumber  or  attempt  to assign or  encumber  the  monies  deposited  herein as
security and that neither Owner nor its  successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.




                                       10
<PAGE>



Captions:  33. The Captions are inserted only as a matter of convenience and for
reference  and in no way define,  limit or describe  the scope of this lease nor
the intent of any provision thereof.

Definitions:  34. The term "Owner" as used in this lease means only the owner of
the fee or of the leasehold of the building,  or the mortgagee in possession for
the time being of the land and building (or the owner of a lease of the building
or of the land and building) of which the demised  premises form a part, so that
in the event of any sale or sales of said land and building or of said lease, or
in the event of a lease of said building or of the land and  building,  the said
Owner shall be and hereby is entirely  freed and relieved of all  covenants  and
obligations  of Owner  hereunder,  and it shall be deemed and construed  without
further agreement between the parties or their successor in interest, or between
the  parties  and the  purchaser,  at any such sale,  or the said  lessee of the
building,  or of the land and building,  that the purchaser or the lessee of the
building  has  assumed  and  agreed  to  carry  out any and  all  covenants  and
obligations of Owner  hereunder.  The words  "re-enter" and re-entry" as used in
this lease are not restricted to their technical legal meaning.  The term "rent"
includes the annual  rental rater whether  so-expressed  or expressed in monthly
installments,  and "additional  rent."  "Additional  rent" means all sums, which
shall be due to new Owner from  Tenant  under this  lease,  in  addition  to the
annual  rental  rate.  The term  "business  days" as used in this  lease,  shall
exclude  Saturdays  (except such portion thereof as is covered by specific hours
in Article 31  hereof),  Sundays  and all days  observed by the State or Federal
Government as legal holidays and those  designated as holidays by the applicable
building service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.

Adjacent  Excavation:  35. If an excavation  shall be made upon land adjacent to
the demised premises,  or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation, license to enter upon
the demised  premises  for the  purpose of doing such work as said person  shall
deem  necessary to preserve the wall or the building of which  demised  premises
form a part from injury or damage and to support the same by proper  foundations
without any claim for damages or  indemnity  against  Owner,  or  diminution  or
abatement of rent.

Rules and  Regulations:  36. Tenant and Tenant's  servants,  employees,  agents,
visitors, and licensees shall observe faithfully,  and comply strictly with, the
Rules and Regulations annexed hereto and such other and further reasonable Rules
and  Regulations as Owner or Owner's agents may from time to time adopt.  Notice
of any additional  rules or  regulations  shall be given in such manner as owner
may elect. In case Tenant disputes the  reasonableness of any additional Rule or
Regulation  hereafter  made or adopted by Owner or Owner's  agents,  the parties
hereto  agree to submit  the  questions  of the  reasonableness  of such Rule or
Regulation for decision to the Nassau County office of the American  Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The right to  dispute  the  reasonableness  of any  additional  Rule or
Regulation  upon  Tenant's  part shall be deemed waived unless the same shall be
asserted  by service of a notice,  in  writing  upon Owner  within ten (10) days
after the giving of notice  thereof.  Nothing in this lease  contained  shall be
construed to impose upon Owner any duty or  obligation  to enforce the Rules and
Regulations or terms,  covenants or condition in any other lease, as against any
other  tenant and Owner shall not be liable to Tenant for  violation of the same
by any other tenant, its servants employees, agents, visitors or licensees.

Glass: 37. Tenant shall replace, at the expense of the Tenant, any and all plate
and other  glass  damaged or broken from any cause  whatsoever  in and about the
demised premises.  Tenant shall insure,  and keep insured,  at Tenant's expense,
all plate and other glass in the demised  premises for and in the name of Owner.
Bills for the  premiums  therefore  shall be  rendered by the Owner to Tenant at
such times as Owner may elect,  and shall be due from,  and payable  by,  Tenant
when  rendered,  and the amount  thereof  shall be deemed to be, and be paid, as
additional rent.



                                       11
<PAGE>



Estoppel  Certificate:  38. Tenant,  at any time, and from time to time, upon at
least 10 days prior notice by Owner,  shall execute,  acknowledge and deliver to
Owner,  and/or to any other person,  firm or  corporation  specified by Owner, a
statement certifying that this lease is unmodified in full force and effect (or,
if there have been  modifications,  that the same is in full force and effect as
modified and stating the modification),  stating the dates to which the rent and
additional  rent have been paid,  and  stating  whether or not there  exists any
default by Owner under this lease, and if so, specifying each such default.

Directory  Board  Listing:  39. If, at the  request of and as  accommodation  to
Tenant, Owner shall place upon the directory board in the lobby of the building,
one or more names of persons  other than Tenant,  such  directory  board listing
shall not be construed as the consent by Owner to an assignment or subletting by
Tenant to such person or persons.

Successors and Assigns:  40. The covenants,  conditions and agreements contained
in this lease  shall bind and inure to the benefit of Owner and Tenant and their
respective  heirs,  distributees,  executors,  administrators,  successors,  and
except as otherwise provided in this lease, their assigns.

See Riders annexed hereto containing additional lease paragraphs.

IN WITNESS WHEREOF,  Owner and Tenant have  respectively  signed and sealed this
lease as of the day and year first above written.

Witness for Owner:                          Dawson Holding Company, LLC
                                            By:  Dawson Holding General Corp.


                                          /s/ Arthur D. Sanders
-----------------------------             --------------------------------
                                          By:  Arthur D. Sanders, Vice President





                                       12
<PAGE>



Witness for Tenant:                                  HOMECARE ALLIANCE, INC.


_____________________________                        /s/_____________________
                                                     By:  President





STATE OF NEW YORK          ) ss.:
COUNTY OF                  )

On this  ___________ day of  ______________  in the year _______,  before me the
undersigned,   a  Notary  Public  in  and  for  the  Stat,  personally  appeared
________________________________,  personally known to me or proved to me on the
basis of satisfactory  evidence to be the  individual(s)  whose name(s) is (are)
subscribed to the within  instrument  and  acknowledged  to me that  he/she/they
executed  the same in  his/her/their  capacity(ies)  and  that by  his/her/their
signature(s) on the instrument, the individual(s),  or the person upon behalf of
which the individual(s) acted, executed the instrument.


                                  Notary Public


IMPORTANT  - PLEASE  READ RULES AND  REGULATIONS  ATTACHED TO AND MADE A PART OF
THIS LEASE IN ACCORDANCE WITH ARTICLE 36.

     1.  The  sidewalks,  entrances,  driveways,  passages,  courts,  elevators,
vestibules,  stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose  other than for ingress or egress from the
demised  premises and for delivery of merchandise  and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Owner.  There  shall  not be used in any  space,  or in the  public  hall of the
building either by any Tenant or by jobbers or others in the delivery or receipt
of  merchandise,  any hand trucks,  except those  equipped with rubber tires and
sideguards.  If said  premises are situated on the ground floor of the building,
Tenant thereof shall further, at Tenant's expense, keep the sidewalk and curb in
front of said premises clean and free from ice, snow, dirt and rubbish.

     2. The water and wash closets and plumbing  fixtures  shall not be used for
any purposes other than those for which they were designed or constructed and no
sweepings,  rubbish, rags, acids or other substances shall be deposited therein,
and the  expense  of any  breakage,  stoppage,  or  damage  resulting  from  the
violation  of this rule shall be borne by the  Tenant,  whether or not caused by
Tenant, or its clerks, agents, employees or visitors.

     3. No  carpet,  rug or other  article  shall be hung or  shaken  out of any
window of the  building and no Tenant shall sweep or throw or permit to be swept
or thrown from the demised premises any dirt or other substances into any of the
corridors  or halls,  elevators,  or out of the doors or windows or stairways of
the  building  and Tenant  shall not use,  keep or permit to be used or kept any
foul or noxious gas or  substance in the demised  premises,  or permit or suffer
the  demised  premises  to  be  occupied  or  used  in  a  manner  offensive  or
objectionable  to Owner or other  occupants  of the building by reason of noise,
odors,  and/or  vibrations,  or interfere in any way with other Tenants or those
having business therein,  nor shall any bicycles,  vehicles,  animals,  fish, or
birds be kept in or about the building.  Smoking or carrying  lighted  cigars or
cigarettes in the elevators of the building is prohibited.

     4. No awnings or other  projections  shall be attached to the outside walls
of the building without the prior written consent of Owner.



                                       13
<PAGE>



     5. No sign,  advertisement,  notice or other  lettering shall be exhibited,
inscribed,  painted or  affixed by any Tenant on any part of the  outside of the
demised  premises or the building or on the inside of the demised premise if the
same is visible from the outside of the premises  without prior written  consent
of Owner,  except that the name of Tenant may appear on the entrance door of the
premises.  In the event of the violation of the  foregoing by any Tenant,  Owner
may remove same without any  liability,  and may charge the expense  incurred by
such removal to Tenant or Tenants  violating this rule.  Interior signs on doors
and  directory  tablet  shall  inscribed,  painted or affixed for each Tenant by
Owner at the  expense of such  Tenant,  and shall be of a size,  color and style
acceptable to Owner.

     6. No Tenant shall mark,  paint,  drill into, or in any way deface any part
of the demised  premises or the  building of which they form a part.  No boring,
cutting or stringing of wires shall be permitted,  except with the prior written
consent of Owner,  and as Owner may direct.  No Tenant  shall lay  linoleum,  or
other similar floor covering, so that the same shall come in direct contact with
the floor of the demised  premises,  and, if  linoleum  or other  similar  floor
covering is desired to be used an interlining of builder's  deadening felt shall
be first affixed to the floor, by a paste or other  material,  soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.

     7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant,  nor shall any changes be made in existing locks
or mechanism  thereof.  Each Tenant must,  upon the  termination of his Tenancy,
restore to Owner all keys of stores,  offices and toilet rooms, either furnished
to, or otherwise  procured by, such Tenant,  and in the event of the loss of any
keys, so furnished, such Tenant shall pay to Owner the cost thereof.

     8. Freight, furniture, business equipment,  merchandise and bulky matter of
any description  shall be delivered to and removed from the premises only on the
freight  elevators  and through the service  entrances and  corridors,  and only
during  hours and in a manner  approved by Owner.  Owner  reserves  the right to
inspect  all freight to be brought  into the  building  and to exclude  from the
building all freight which  violates any of these Rules and  Regulations  of the
lease or which these Rules and Regulations are a part.

     9. No Tenant shall obtain for use upon the demised  premises ice,  drinking
water,  towel and other similar  services,  or accept barbering or boot blacking
services in the demised premises,  except from persons  authorized by Owner, and
at hours  and  under  regulations  fixed by Owner.  Canvassing,  soliciting  and
peddling  in the  building is  prohibited  and each Tenant  shall  cooperate  to
prevent the same.

     10. Owner reserves the right to exclude from the building between the hours
of 6 pm and 8 am on business days, after 1 pm on Saturdays,  and at all hours on
Sunday and legal  holidays all persons who do not present a pass to the building
signed by Owner.  Owner  will  furnish  passes to  persons  for whom any  Tenant
requests same in writing.  Each Tenant shall be responsible  for all persons for
whom the  requests  such  pass and shall be liable to Owner for all acts of such
persons.  Notwithstanding  the  foregoing,  Owner shall not be required to allow
Tenant or any person to enter or remain in the building, except on business days
from 8:00 am to 1:00 pm.

     11.  Owner shall have the right to prohibit any  advertising  by any Tenant
which in Owner's opinion,  tends to impair the reputation of the building or its
desirability  as a building  for offices,  and upon  written  notice from Owner,
Tenant shall refrain from or discontinue such advertising.

     12.  Tenant  shall not bring or permit to be  brought  or kept in or on the
demised premises, any inflammable,  combustible,  explosive, or hazardous fluid,
material,  chemical  or  substance,  or cause or permit  any odors of cooking or
other processes,  or any unusual or other  objectionable odors to permeate in or
emanate from the demised premises.

     13. Tenant shall not use the demised  premises in a manner,  which disturbs
or interferes with other Tenants in the beneficial use of their premises.

     14.  Dogs and  animals  of any kind  shall not be kept or  harbored  in the
Demised Premises. Because of the health hazard and possible disturbance of other
tenants which arise form the uncontrolled presence of animals,  especially dogs,
in the Building,  the strict  adherence to the provisions of this rule by Tenant
is a material requirement of this Lease.



                                       14
<PAGE>


RIDER A

                        Provisions Of General Application

                         Tenant I.D. #004-020-0762-0006

Article A-1. Definitions

     The following terms placed within quotations are used throughout this Lease
with the respective definitions set forth below:

     A-1.01  "Base Tax  Liability"  shall mean the Taxes set forth below for the
respective calendar and/or fiscal year(s), if any, specified:

         Taxes                                          Calendar or Fiscal Year

         (a) County and Town Taxes:                             1997
         (b) School Taxes:                                     1997/98

     A-1.02  "Building" shall mean any building of which the Premises are a part
or which is included in its entirety in the Premises.

     A-1.03 "Daily Late Charge" shall mean the daily sum of $25.00 and increased
annually at the same percentage increase as Minimum Rent shall increase.

     A-1.04 "Minimum Rent", "Fixed Rent", or "Fixed Minimum Rent" shall mean the
annual rent specified in the preamble to this Lease,  as increased in accordance
with Article B-1.

     A-1.05 "Landlord",  "Owner" and "Lessor" are used  inter-changeably in this
Lease and shall all have the meaning  given  "Owner" in the printed form portion
of this Lease.

         A-1.06            Intentionally Omitted.

     A-1.07 (a) "Minimum  Insurance  Coverage" shall mean the limits  designated
below for the corresponding types of insurance:

 Insurance Limit -(All limits specified herein are subject to change by Landlord
 if the underlying limit of Landlord's blanket policy shall increase. Any change
 in limits shall be commercially reasonable.)
 Public Liability -        $2,000,000.00 annual aggregate, $1,000,000.00 per
 occurrence, written on an industry standard form.




                                       15
<PAGE>



 Boiler and Machinery   $1,000,000.00


 Contents -                 Full Replacement Value Coverage

     (b) "Monthly  Insurance  Payment" shall mean the monthly sum of $35.00,  or
such increased amount,  which shall result from any recomputation  thereof under
Section A-5.02.

     A-1.8 Intentionally Omitted.

     A-1.09 "Monthly Water Charge" shall mean the monthly sum of $10.00, or such
increased  amount,  which shall  result  from any  recomputation  thereof  under
Section C-2.02.

     A-1.10 "Premises" and "Demised  Premises" are used  interchangeably in this
Lease and mean the  property  leased to Tenant as A described in the preamble to
this Lease.

     A-1.11  "Property"  shall mean the entire real estate of which the Premises
are  a  part,  including,  without  limitation,  all  land,  buildings,  parking
facilities  (existing  or  hereafter  acquired,  whether  or not  the  same  are
contiguous to the Building) and the Premises.

     A-l.12 (a)  "Principals of Tenant" shall mean all persons  and/or  entities
who own, directly or indirectly, ten percent or more of the beneficial ownership
of Tenant,  whose names,  titles,  addresses and home telephone  numbers are set
forth below:

         Name and Title                                     Address
         --------------                                     -------

         South Nassau Community Hospital               211 Station Road
         Winthrop University Hospital                  Mineola, New York 11501
         Winthrop/South Nassau Health Systems, Inc.  Attn: Thomas Egan

     (b) Tenant designates the following  individual(s) as the person(s) to whom
all notices,  communications and correspondence  pertaining to this Lease should
be directed:

Name and Title             Business Address                 Business Telephone
--------------             ----------------                 ------------------

Thomas W. Egan             c/o Home Care Alliance, Inc.          663-2211
President                  211 Station Road
                           Mineola, New York 11501

     Unless  indicated  otherwise in this Lease,  Landlord,  at its option,  may
direct  any  notice to  Tenant  under  this  Lease to the  Premises,  or, if the
preamble to this Lease refers to another  office of Tenant,  to such office.  If
more than one individual is enumerated above,  Landlord's service of notice upon
anyone or more of them shall satisfy  Landlord's  notice  obligations under this
Lease.




     A-l.13  "Rent"  shall mean all amounts  payable by Tenant under this Lease,
including,  without  limitation,  all Minimum  Rent,  real estate tax  payments,
insurance payments and utility, maintenance and late charges.




                                       16
<PAGE>


     A-l.4 "Rent Commencement  Date" shall mean upon the substantial  completion
of Landlord's Work set forth in Rider E. In the event the Rent Commencement Date
is other than the first day of a calendar  month,  then the Rent for the partial
calendar  month at the  beginning  of the Term shall be prorated and paid on the
Rent Commencement Date.

     A-l.15  "Rentable  Square  Footage" shall mean  approximately  9,060 square
feet, and is subject to adjustment by Landlord.

     A-l.16 "Taxes" shall mean any and all taxes,  assessments,  sewer and water
rents, rates and charges,  license fees,  impositions,  liens,  fees,  interest,
penalties  and all  other  municipal  and  governmental  charges  of any  nature
whatsoever (except only inheritance and estate taxes and income taxes not herein
expressly agreed to be paid by Tenant), whether general or special,  ordinary or
extraordinary,  foreseen or  unforeseen,  which may  presently  or in the future
become due or payable or which may be levied,  assessed or imposed by any taxing
authority  on or with  respect to all or any part of the  Property,  or upon the
estate or interest of Landlord in the Property or any part  thereof,  including,
without  limitation,  all taxes,  and  assessments  for  improving  any streets,
alleys, sidewalks, sidewalk vaults and alley vaults, if any.

Inserts to Standard Form of Home Care Alliance Inc.

Insert #1

     Landlord  shall  obtain from any holder of future  mortgages  to which this
Lease shall be  subordinated  covering the Building and Land, a  non-disturbance
agreement in a form acceptable to Landlord's Mortgagee, providing in effect that
so long as Tenant shall not be in default under this Lease beyond the expiration
of any applicable grace period with respect to such default, that neither Tenant
nor any party  claiming  through or under  Tenant  shall be named or joined as a
party-defendant  in any  action or  proceeding  which may be  instituted  by the
holder of any such mortgage to foreclose its mortgage,  and that neither  Tenant
nor any party claiming through or under Tenant shall be evicted from the demised
premises hereunder, nor shall Tenant's or such party's possession be affected or
disturbed by any default  under such fee mortgage.  The right of possession  and
other  rights  arising out of the Lease shall not be affected or  disturbed by a
mortgagee in the exercise of its rights under such fee mortgage or the note. The
cost and expense of  attempting  to obtain such  non-disturbance  agreements  in
favor of Tenant shall be borne by Tenant.

Insert #2




     If Landlord  elects not to terminate  the Lease,  then Tenant may terminate
this Lease,  by written  notice to Landlord,  if Landlord has not  substantially
completed  the  making of the  required  repair and  restored  and  rebuilt  the
Building and the Demised Premises within two hundred and seventy (270) days from
the date of such damage or destruction.  Tenant's  termination  right expires on
the date that Landlord substantially completes the making of the required repair
and restored and rebuilt the Building and the Demised Premises.




                                       17
<PAGE>



Notwithstanding  (c) and (d)  above,  if the  Premises  are  totally  damaged or
rendered wholly unusable by fire or other casualty,  during the last year of the
term of this Lease,  Owner or Tenant may terminate this Lease, by written notice
to the other,  given  within  forty-five  (45) days after such fire or casualty,
specifying a date for the expiration of the Lease,  which date shall not be more
than  thirty  (30)  days  after  giving  of  such  notice,  and  upon  the  date
specified-in  such  notice the term of this Lease  shall  expire as if such date
were the date set forth for Lease termination.

     A-l.17 "Tenant and Lessee" are used interchangeably in this Lease and shall
be deemed to mean the person or entity  described  in the preamble to this Lease
as having leased the Premises  from  Landlord,  and any  permitted  successor to
Tenant's interest hereunder.

     A-l.18 "Tenant's Proportionate Share" shall mean 100 percent.

     A-l.19 Tenant's federal taxpayer identification number is 113 360 710.

     A-l.20  "Term" shall mean the period for which Tenant shall have leased the
Premises from Landlord hereunder as stated in the preamble to this Lease.

Article A-2. Rent

     A-2.01 Tenant's obligation to pay Rent shall begin on the Rent Commencement
Date. Tenant acknowledges  delivery of possession by its acceptance of keys from
Landlord.

     Landlord  may apply any  payment by Tenant of Rent  hereunder  against  any
item(s),   or  portion(s)  thereof,  of  Rent  then  remaining  unpaid  and  any
designation by Tenant as to the application of amounts paid by Tenant under this
Lease shall not bind Landlord in any manner whatsoever.

     A-2.02 If Tenant shall fail to pay Rent,  in whole or in part, on or before
the fifth day of any month during which the same shall become due,  Tenant shall
pay Landlord late charges  computed by multiplying  the Daily Late Charge by the
number of days from the first day of such month through the date on which Tenant
pays such Rent in full.  Tenant shall become  liable for the payment of separate
late charges for each amount of Rent,  which  remains  unpaid.  All late charges
shall be deemed Rent and be payable by Tenant as they accrue, and Landlord shall
have all rights with respect to the  non-payment of late charges as Landlord has
with  respect to the  non-payment  of all other Rent due  hereunder.  Landlord's
demand for and  collection  of late charges  shall not be deemed a waiver of any
remedies  that  Landlord  may have under this  Lease by summary  proceedings  or
otherwise.  Rent shall be deemed  received (a) when  delivered  to Landlord,  if
Tenant's  representative shall personally deliver the same to Landlord's office,
or (b) on the date of the official U. S. Postal Service  postmark stamped on the
envelope  in which  the  Rent is  enclosed,  if  Tenant  shall  mail the same to
Landlord.



     A-2.03 If Tenant  shall fail to vacate and  surrender  the  Premises on the
last  day of  the  Term,  Tenant,  at  Landlord's  option,  shall  be  deemed  a
month-to-month  tenant and shall pay  Landlord  monthly  rent at a rate equal to
300% of the Rent  payable  during the last month of the Term,  subject to all of
the other terms of this Lease insofar as they apply to a month-to-month



                                       18
<PAGE>



tenancy.  The application of this Section shall under no circumstances be deemed
to establish a month-to-month or other form of tenancy in favor of Tenant.

     A-2.04 If Landlord shall institute summary  proceedings for the non-payment
of Rent,  Tenant shall pay  Landlord's  attorneys' fee in an amount equal to ten
percent of the amount of unpaid Rent but not less than  $600.00.  Such fee shall
be deemed  Rent and  Landlord,  at its option,  may include  such amount in said
proceedings as an unpaid item.

     A-2.05  Landlord's  acceptance of Rent from any person or entity other than
Tenant  shall not be deemed to establish a tenancy of any nature with such party
unless  Landlord  shall so elect in writing,  nor shall the same relieve  Tenant
from any of its obligations under this Lease.

Article A-3. Indemnification

     A-3.0  Tenant  agrees to  indemnify  and hold  harmless  Landlord  from and
against  any  loss,  cost,  liability  and  expense  of any  nature  whatsoever,
including  reasonable  attorneys'  fees and  disbursements,  which  may arise in
connection  with Tenant's  failure to surrender the Premises upon the expiration
of the Term including any claims by any succeeding tenant.

Article A-4. Real Estate Taxes and Assessments

     A-4.01 If in any year during the Term any Taxes  shall  exceed the Base Tax
Liability,  Tenant shall pay as Rent in accordance  with Section A-4.02 Tenant's
Proportionate Share of the excess. If the Base Tax Liability for any Taxes shall
at any time be  reduced as a result of  appropriate  proceedings  or  otherwise,
Landlord  shall  give  Tenant  notice of the  amount  by which any tax  payments
previously  made by Tenant were less than the tax  payments  required to be made
under this Article, and Tenant shall pay the amount of the deficiency within ten
days after Landlord's bill therefor.

     A-4.02  Tenant shall pay  Landlord's  Taxes within  fifteen (15) days after
Landlord  shall  deliver to Tenant a demand  thereof.  Each such notice shall be
accompanied by a copy of the appropriate tax bill.

     A-4.03 Landlord's failure to deliver to Tenant a statement showing Tenant's
liability for additional Taxes for any year during the Term under Section A-4.02
above shall  neither  prejudice nor waive  Landlord's  right to deliver any such
statement for any subsequent year or include in said statement an amount of Rent
due from  Tenant  for any  increase  in Taxes  during a  previous  year in which
Landlord did not provide Tenant with any such statement.  Tenant's obligation to
pay Rent under  Section  A-4.02 with  respect to the last year of the Term shall
survive the expiration of the Term for a period of eighteen (18) months.


     A-4.04  Tenant shall in all events pay the full amount of any  increases in
Taxes  which may result  from any  improvements  made by or on behalf of Tenant.
Taxes shall be  apportioned  at the  commencement  and  expiration  of the Term.
Article A-5. Insurance




                                       19
<PAGE>



     A-5.01 Tenant  acknowledges  that Landlord  maintains a blanket  "all-risk"
property insurance policy ("Landlord's  Policy") which covers  substantially all
buildings and improvements  owned from time to time by Landlord and all Rent due
under  all lease  agreements  pertaining  to such  buildings  and  improvements.
Landlord's Policy provides  protection against all risks and hazards as may from
time to time be  insurable  thereunder,  including,  without  limitation,  fire,
vandalism,  malicious  mischief,  sprinkler  leakage,  boilers and machinery and
extended coverage type perils and public  liability,  personal and bodily injury
and property damage.  Landlord's Policy provides full replacement  coverage,  as
the same may be determined from time to time.

     If the premium for including the Premises under Landlord's  Policy shall at
any time  during the Term  increase  over such  premium in effect on the date of
this Lease,  Tenant shall pay as Rent in  accordance  with Section 5.02 Tenant's
Proportionate Share of each such increase.

     Tenant acknowledges that Landlord's Policy provides for a deductible in the
event of an occurrence and submission of a claim. Tenant agrees that if any loss
or damage to the Premises  covered by Landlord's  Policy shall occur as a result
of any  negligence,  act  and/or  failure  to act of Tenant  or any of  Tenant's
employees,  agents, contractors or invitees, Tenant shall pay as Rent the lesser
of (a) the repairs  required to be made in the  Premises or (b) the  deductible.
Landlord  agrees to use  reasonable  efforts to cap the deductible on Landlord's
Policy at  $15,000.00,  except  however,  said  deductible may be higher if said
higher amount is commercially reasonable.

     Tenant  acknowledges  that  Landlord's  Policy is solely  the  property  of
Landlord,  and that all rights and benefits  thereunder shall accrue exclusively
to Landlord or its designee.  Further,  Tenant agrees that it acquires no rights
of any nature with  respect to  Landlord's  Policy and the  benefits  and rights
thereunder, whether by virtue of any theory of constructive trust or otherwise.

     A-5.02 (a) Tenant shall pay on the first day of each and every month during
the first year of the Term, in advance, the Monthly Insurance Payment. If at the
end of the first  lease  year of the Term the total of such  insurance  payments
made by Tenant shall be less than the total actual  amount of insurance  payable
under  Article A-5 by Tenant for said year,  Tenant shall pay the  deficiency to
Landlord upon demand.  If such payments shall exceed said total actual amount of
insurance,  the excess shall be credited  toward the Monthly  Insurance  Payment
next coming due. At the end of the first lease year of the Term,  Landlord shall
recompute the Monthly Insurance Payment required to be made by Tenant during the
second lease year of the Term,  said  payments to be  one-twelfth  (1/12) of the
total actual amount of insurance premiums which



Tenant was required to pay under  Article A-5 during the first lease year of the
Term.  A like  procedure  shall be  followed  for each  succeeding  lease  year.
Notwithstanding  the  foregoing,  if at any time during any lease year  Landlord
shall determine that the Monthly  Insurance  Payment will be insufficient to pay
Tenant's share of the insurance  premiums as they come due, Landlord may, at its
election,  require  Tenant to pay the amount of the deficiency in one payment or
increase the Monthly Insurance  Payment.  Insurance  payments under this Section
shall be  apportioned  at the  commencement  and  expiration of the Term. In the
event of a  deficiency,  Landlord  shall give the Tenant  reasonable  supporting
backup and show how the deficiency was calculated.



                                       20
<PAGE>


     In lieu of Landlord requiring Tenant to pay its share of insurance premiums
in the manner hereinabove set forth, Landlord may elect to require Tenant to pay
Landlord the total actual amount of such premiums within ten days after landlord
shall deliver to Tenant a demand therefor.

     (b) Landlord's  failure to deliver to Tenant a statement  showing  Tenant's
liability for additional  insurance  premiums for any year during the Term under
Section A-5.02 shall neither prejudice nor waive Landlord's right to deliver any
such statement for any subsequent year or include in said statement an amount of
Rent due from Tenant for any  increase in insurance  premiums  during a previous
year in which Landlord did not provide Tenant with any such statement.  Tenant's
obligation  to pay Rent under  Section A- 5.02 with  respect to the last year of
the Term shall survive the  expiration of the Term for a period of eighteen (18)
months.

     A-5.03 Tenant shall obtain and maintain in full force and effect during the
Term  (a)  Public  Liability  Insurance  on an  occurrence  basis  written  on a
Comprehensive   General   Liability   Basis,   including    Premises/Operations,
Independent  Contractor's  Liability,  Products/Completed  Operations Liability,
Water Damage Legal Liability, Sprinkler Leakage Legal Liability and a Broad Form
Comprehensive  General Liability  Endorsement,  covering occurrences in or about
the  Premises,  with a  deductible  not to exceed  $5,000.00,  (b) a Plate Glass
Policy  covering  all plate  glass in and about the  Premises,  if any,  and (c)
insurance  against  loss of or damage to Tenant's  property  and  fixtures on or
about the  Premises by fire and such other  risks and  hazards as are  insurable
under the  latest  available  standard  form of policy for  "all-risk"  property
insurance,  providing full replacement value coverage.  All such insurance shall
be written  with  limits not less than the  Minimum  Insurance  Coverage  or any
increased limits Landlord may from time to time reasonably require provided same
are commercially reasonable.  All policies shall be written as primary coverage,
not  contributing  with, nor in excess of, coverage that Landlord may carry. All
insurance  maintained by Tenant under this Section shall name Landlord as a loss
payee as respects  the  improvements  and  betterments  of the  Property and all
insurance  maintained  by Tenant under (a) and (b) of this Section shall protect
Landlord and name Landlord as an additional named insured.



     A-5.04 ON OR BEFORE THE DATE TENANT IS GIVEN KEYS TO THE  PREMISES,  Tenant
shall deliver to Landlord  certificates  for the insurance  specified in Section
A-S.03,  together  with  proof of  payment  of the  premium  for the  same;  all
certificates  required to be delivered to Landlord  under this Lease as provided
above and  thereafter  from time to time for the insurance  specified in (a) and
(b) of Section A-5.03 shall name Landlord as an additional  named  insured,  and
shall state  unequivocally that such policy shall not be cancelled or changed in
any manner  without  sixty (60) days prior  written  notice to Landlord.  Tenant
shall renew or replace the same and shall deliver to Landlord  certificates  for
all such renewals and  replacements,  at least thirty days before such policies,
or any renewal or replacement  policies,  expire.  All such  insurance  shall be
issued by  insurance  companies  having a Best's  rating  of at least  A+/XV and
licensed to do business  in the State of New York and  authorized  to issue such
policies.  If Tenant  shall fail to  procure,  place  and/or  maintain  any such
insurance  and/or pay any and all  premiums and charges  therefor,  Landlord may
(but shall not be  obligated  to) do so and in such event  Tenant  shall pay the
amount  thereof,  plus an  administrative  charge  equal to ten  percent of such
amount, as Rent to Landlord on demand.




                                       21
<PAGE>



     Tenant  shall  promptly   deliver  to  Landlord  a  certificate   for  each
endorsement to the  aforementioned  insurance  permitted under this Lease, and a
certificate  naming Landlord as an additional named insured for each separate or
additional  policy of insurance  otherwise  maintained by Tenant with respect to
the Premises.

     A-5.05  Tenant  shall  have  included  in each  policy of  insurance  it is
required to obtain and maintain under this Lease, as well as all other insurance
policies  pertaining to the Premises,  Tenant's operation in the Premises and/or
Tenant's fixtures and property in the Premises,  a waiver of the insurer's right
of subrogation against Landlord.

     A-5.06  Tenant's   policies  of  insurance  shall  include  the  waiver  of
subrogation  or  agreement or  permission  to release  liability  referred to in
Section A-5.05 and Tenant hereby waives any right of recovery against  Landlord,
its employees,  agents or  contractors,  for any loss  occasioned by any insured
casualty.

     A-5.07 Each policy of insurance  which Tenant is required to maintain under
this Lease shall clearly specify by endorsement  that (a) such policy may not be
cancelled or changed in any manner which affects Landlord's  interest thereunder
without sixty days' prior written  notice to Landlord by certified or registered
mail,  return receipt  requested,  (b) the policy is taken out at the request of
Tenant,  which is  responsible  for all premiums on said policy.  Further,  each
policy of insurance  maintained  by Tenant  under (a) and (b) of Section  A-5.03
shall  clearly  specify by  endorsement  that  Landlord is an  additional  named
insured under such policy.

     A-5.08 In the event of any loss or  damage in or about the  Premises  which
constitutes a loss,  damage,  casualty or other occurrence  covered by insurance
maintained by Tenant under this Lease or Landlord under Section  A-5.01,  Tenant
immediately shall give Landlord notice of such loss or damage by certified mail,
return receipt requested.

Article A-5. Alterations: Removal By Tenant

     A-6.01  All   alterations   to  the  Premises  of  any  nature   whatsoever
("Alterations")  are  subject  to  Article  3 of this  Lease  and the  following
requirements:


          (a) Prior to the commencement of any Alterations,  Tenant shall submit
     to Landlord, for Landlord's written approval,  plans and specifications (to
     be  prepared  by  and  at the  expense  of  Tenant)  showing  the  proposed
     Alterations in detail reasonably  satisfactory to Landlord.  No Alterations
     shall   begin  until   Landlord   shall  have   approved   such  plans  and
     specifications,  in writing,  and Tenant  shall have  delivered to Landlord
     certificates  for all insurance  Tenant is required to maintain  under this
     Lease in connection with making Alterations. Tenant shall make all approved
     Alterations  at  its  own  expense,   in  accordance  with  the  plans  and
     specifications  therefor  approved by Landlord and then only by contractors
     and  mechanics  approved  by Landlord  said  approval  not be  unreasonably
     withheld or delayed.  No amendments or additions shall be made to any plans
     and specifications for Alterations  approved by Landlord without Landlord's
     prior written consent.  Notwithstanding  anything to the contrary contained
     herein,  Landlord's consent as to non- structural  alterations and which do
     not affect Building systems shall not be unreasonably  withheld or delayed.
     Furthermore,  any non-structural  alterations that do not affect a Building
     system and which costs less then $15,000.00 in the aggregate shall not



                                       22
<PAGE>



require  Landlord's  consent  provided  that  Landlord  receives  a copy  of the
applicable plans prior to Tenant commencing its work;

          (b) The  Alterations  will not result in a  violation  of or require a
     change  in any  certificate  of  occupancy  covering  the  Premises  or the
     Building;

          (c) The character,  outside appearance,  usefulness and/or rentability
     of the Premises or the Property or any part thereof,  shall not be affected
     in any  way,  and such  Alterations  shall  not,  in the  sole  opinion  of
     Landlord,  weaken or impair  (temporarily or permanently)  the structure or
     lessen the value or cubic content of the Building, either during the making
     of such  Alterations  or upon their  completion.  Landlord's  consent as to
     non-structural  alterations and which do not affect Building  systems shall
     not be unreasonably withheld or delayed;

          (d) No  part  of  the  Property  other  than  the  Premises  shall  be
     physically  affected.  Without  limiting the  generality of the  foregoing,
     Tenant shall not, without Landlord's specific prior written consent,  cause
     to be made, constructed, erected, installed or otherwise placed through, on
     or about the exterior  walls or the roof of the Building any holes,  vents,
     windows,  fans,  pipes,  ducts,  doors,  machinery,  equipment,  appliances
     (including,  without limitation,  air conditioning  unit(s),  television or
     radio antenna or other tangible objects of any nature whatsoever;

          (e) The proper  functioning of the Building's  equipment,  in the sole
     opinion of Landlord, shall not be adversely affected;

          (f) Upon completion of any Alterations  (excluding mere  decorations),
     Tenant  shall  deliver  to  Landlord  a copy of  "as-built"  plans for such
     Alterations;

          (g) Tenant shall not perform  Alterations  in any manner which for any
     reason whatsoever would, in Landlord's opinion,  interfere or conflict with
     work  being  performed  by  contractors  or  laborers  then  engaged in the
     Building  or  would  in  any  way  disturb  the  management,  operation  or
     maintenance of the Building or any part thereof;


          (h) No approval by Landlord of  Alterations to be made by Tenant shall
     in any way be deemed to be an agreement by Landlord  that such  Alterations
     comply with applicable legal or insurance carrier  requirements.  Notice is
     hereby given that  Landlord  shall not be liable for any labor or materials
     furnished to Tenant, and that no mechanic's or other lien for such labor or
     materials shall attach to or affect any interest of Landlord;

          (i) Throughout the performance of Tenant's Alterations, Tenant, at its
     expense,  shall carry,  or cause to be carried by Tenant's  contractors and
     subcontractors all insurance,  including without limitation,  that required
     by Articles A-1.07 and A-5.03 of this Lease or as otherwise may be required
     by law. Tenant shall furnish Landlord with copies of the insurance policies
     required hereunder or certificates thereof that such insurance is in effect
     at or before the commencement of Alterations and, on request, at reasonable
     intervals thereafter during the continuance of Alterations;

          (j) All work to be  performed  other  than  Landlord's  Work  shall be
     performed by




                                       23
<PAGE>



          Tenant using union labor,  if required by Landlord,  at Tenant's  sole
          cost and expense; and

          (k) In connection with all work to be performed in and for the Demised
     Premises, Tenant shall file all drawings, plans and specifications, pay all
     fees and obtain all permits and applications from the Building  Department,
     the Department of Labor and any other authorities having jurisdiction;  and
     Tenant shall obtain a  Certificate  of  Occupancy  and all other  approvals
     required for Tenant to use and occupy the Demised  Premises and to open for
     business to the public. If Tenant shall delay in obtaining a Certificate of
     Occupancy for the Demised Premises, Landlord, at Tenant's cost and expense,
     may  attempt to obtain  such  Certificate  of  Occupancy  and Tenant  shall
     cooperate with Landlord  (including  the signing of any necessary  forms or
     applications)  in  connection  with such  efforts.  Tenant shall  reimburse
     Landlord,  as additional  rent,  for any costs  incurred in obtaining  such
     Certificate of Occupancy.

          (l) Tenant shall submit its  requirements  for any and all Tenant work
     to  Landlord  and  Landlord  shall  submit a written  proposal to Tenant to
     perform the work at Tenant's cost as outlined.  Tenant may obtain proposals
     from other contractors, however, Landlord reserves the right to review said
     proposals and perform the work at or below the costs indicated.  Landlord's
     failure  to  respond  within  three (3)  business  days of  receipt of said
     proposals  shall mean  Landlord  will not  perform  the work and Tenant may
     proceed  with the work with other  contractors  subject  to the  applicable
     terms  and  conditions  in  this  agreement   governing   alterations   and
     improvements.  Any work that Tenant authorizes the Landlord to perform will
     be at the sole cost and expense of the Tenant.  Tenant will  execute a Work
     Authorization  Form  prepared  by  Landlord  and issue a check for the full
     amount of the cost of such work prior to Landlord performing any such work.

     A-6.02  Pursuant  to Article 3 of this  Lease,  Landlord  hereby  elects to
require  Tenant  to  remove  its  installation  in  the  Premises  prior  to the
expiration of this Lease,  at Tenant's sole expense.  The foregoing  election is
not  irrevocable  and  Landlord  reserves the right at any time and from time to
time by notice to Tenant to void the same and assume the  ownership  of Tenant's
installation  (other then Tenant's  trade  fixtures,  merchandise,  and personal
property of Tenant or its  employees  and agents) in  accordance  with Article 3
hereof, or reinstitute said election.



Article A-7. Acceptance and Occupancy of the Premises

     A-7.01  Landlord  makes  no  representations  as to  the  condition  of the
Premises.  Tenant  represents  that it has  inspected the Premises and agrees to
accept the same "as is".

     A-7.02 The taking of  occupancy of the whole or any part of the Premises by
Tenant shall be conclusive  evidence,  as against  Tenant,  that Tenant  accepts
possession  of the same and that the Premises so occupied and the Property  were
in good and  satisfactory  condition at the time such occupancy was so taken and
that the  Premises  were  substantially  as shown on Exhibit A except for latent
defects, if any.

     A-7.03  Landlord shall not be required to provide Tenant with possession of
or  keys  to  the  Premises  until  Tenant  shall  have  delivered  to  Landlord
certificates  of  insurance  as  required  under  Section  A-5.03 of this Lease.
Landlord's  refusal to grant Tenant occupancy of the Premises in accordance with
the foregoing shall not be a defense of Tenant against its



                                       24
<PAGE>

obligation to pay Rent.

Article A-8. Security Deposit

     A-8.01  Landlord shall deposit all security under this Lease in an interest
bearing account.  All interest earned on the security hereunder (less Landlord's
administration  fee under  Section  A-8.02)  shall be added to the then existing
security and constitute additional security and be disposed of in the manner set
forth in the Article of this Lease captioned  "Security".  Tenant's rights under
this Lease to its security  deposit may not be assigned,  transferred,  pledged,
mortgaged or otherwise  encumbered by Tenant, and any attempt by Tenant to do so
shall be void and of no effect.

     A-8.02 Landlord shall retain an annual  administration  fee with respect to
the  security  under this  lease  equal to one (1%)  percent  per annum upon the
security  money so  deposited.  If the  annual  administration  fee  payable  to
Landlord  hereunder at any time exceeds the amount  permissible under applicable
laws or if the fee is less then the amount  permissible  under  applicable  law,
then such fee shall be the amount legally prescribed.

     A-8.03  If at any time or times  during  the Term the  amount  of  security
(excluding  any portion  thereof which shall be accrued  interest)  then held by
Landlord shall be less than two (2) months'  installments of Minimum Rent, Taxes
and, if Tenant is required to pay insurance in monthly installments,  insurance,
all at the then current rates  hereunder,  whether due to an increase in Rent or
Landlord's  application  of all or part of the security in accordance  with this
Lease, Tenant shall deposit with Landlord an additional sum so that the security
on deposit with Landlord shall then equal such two (2) months'  installments  in
the aggregate.


     Tenant  shall make such  payment no later than the  payment due date of any
increase  in Rent,  or, in the case of  Landlord's  application  of  security as
aforesaid,  within five days after  Landlord's  demand.  Landlord shall have the
same  rights and  remedies  in the event of  Tenant's  failure  to deposit  with
Landlord any security  required under this Lease as Landlord has with respect to
the non-payment of any other items of Rent.

     A-8.04 Intentionally Deleted

     A-8.05 At no time shall security,  or any part thereof,  be permitted to be
used by Tenant  toward the payment of its Rent or other  obligations  under this
Lease.

     A-8.06 Tenant agrees that upon the return of its Security  Deposit less any
appropriate  setoffs and/or  deductions by Landlord,  Tenant shall waive any and
all rights  and/or claims  against  Landlord that Tenant has failed to assert in
writing within thirty (30) days of the expiration of the Lease term.

Article A-9. Brokerage

     A-9.0l  Landlord  and  Tenant  each  represent  to the other that it had no
dealings  or  negotiations  of any nature  with any  broker or agent  other than
Spiegel  Associates  and Island  Associates  ("Broker") in  connection  with the
negotiation and/or consummation of this Lease.



                                       25
<PAGE>



     Landlord  agrees to pay the  commission  due  Broker in  accordance  with a
separate agreement,  and Tenant agrees to indemnify Landlord against all claims,
liabilities and expenses  (including,  without limitation,  reasonable attorneys
fees and  disbursements)  arising out of any inaccuracy or alleged inaccuracy of
Tenant's  representation above. Further if Tenant vacates (unless Tenant vacates
with  Landlord's  prior  written  consent)  or is evicted  from the  Premises or
otherwise  ceases doing  business in the Premises prior to the expiration of the
full Term,  so long as the same is not due to any  material  default by Landlord
under this  Lease,  Tenant  shall  reimburse  Landlord  for that  portion of the
aforementioned  brokerage  commission  which shall be allocable to the unexpired
portion of the Term. Such amount shall be computed in the same manner as was the
commission,  including,  without limitation, if applicable, the use of different
percentage rates for various periods during the Term.

Article A-10. Sewers & Sanitary Disposal Systems

     A-10.01 If the Premises  shall be connected to a sanitary  disposal  system
for Tenant's  exclusive  use,  Tenant shall be required to maintain,  repair and
replace  the same at its sole cost and  expense,  and shall not be  required  to
share in the expense of maintaining  any other sanitary  disposal  system unless
Tenant shall also use such other system.

     A-10.02 If the  Building  shall not be  connected to the street sewer line,
Landlord,  at its  option,  may  perform  all work  necessary  to so connect the
Building.  Landlord  and Tenant  shall  share the cost of such work,  including,
without limitation,  the costs of resurfacing and repaving.  The portion of such
cost for which Tenant shall be  responsible  and shall pay to Landlord on demand
shall equal Tenant's  Proportionate  Share of the amount obtained by multiplying
said cost by a fraction,  the  numerator  of which shall be the number of months
remaining  in the Term  including  and after  the  month in which  such work was
commenced, the denominator of which shall be sixty months.




Article A-11. Noxious Odors, Noise, etc.

     A-11.01  Tenant shall not permit any unusual,  excessive or noxious  noise,
vibration, odor or other annoying condition to emanate from the Premises. Within
five days of Landlord's notice to Tenant, Tenant shall install or institute,  at
its sole cost and expense,  control  devices or  procedures  to  eliminate  such
condition(s). Tenant's failure to eliminate the same within such five day period
shall be deemed a material default of a substantial obligation of Tenant.

Article A-12. Easements; Reservation of Rights

     A-12.0l  Landlord  reserves  the right to create  and grant on or about the
Premises utility easements in the form required by any utility company,  whether
public or private,  in order to furnish  utility  services to the Premises or to
any other premises provided that no such easement shall materially and adversely
interfere with Tenant's permitted use and occupancy of the Premises.

     A-12.02  Unless  the  Premises  constitute  the entire  Building,  Landlord
reserves  the right to place in,  under,  over or through  the  Premises  pipes,
wires, lines and facilities serving



                                       26
<PAGE>



other areas of the Property, provided that Landlord shall only do so in a manner
which does not  unreasonably  interfere with Tenant's conduct of its business in
the Premises.

Article A-13. Non-Liability and Indemnification

     A-13.01 Neither Landlord nor Landlord's  principals,  officers,  directors,
agents or employees (individually and collectively,  the "Landlord Group") shall
be liable to Tenant, its principals,  officers,  directors,  agents or employees
(individually and collectively,  the "Tenant Group"),  and Tenant shall save the
Landlord  Group  harmless  from  any  loss,  liability,   claim  and/or  expense
(including,  without limitation,  reasonable  attorneys' fees and disbursements)
arising  from  or in  connection  with  any  injury  to the  Tenant  Group,  its
contractors,  licensees or invitees,  any interruption of Tenant's business,  or
for damage to, or loss (by theft or otherwise) of, any property  and/or fixtures
of every  kind,  regardless  of the  cause  thereof,  unless  the same  shall be
proximately  caused  by the sole  negligence  or  willful  wrongful  conduct  of
Landlord for which Landlord is legally  liable.  Notwithstanding  the foregoing,
(a) Tenant immediately shall notify Landlord of any claim against Landlord,  (b)
the  Landlord  Group  shall  not be  liable  for any  loss,  damage  or  expense
whatsoever to the extent of Tenant's  insurance coverage therefor and (c) Tenant
shall first seek  reimbursement for any such loss, damage or expense against its
insurance carrier.




     A-13.02 Tenant  indemnifies and shall hold harmless the Landlord Group from
and  against  any and all loss,  liability,  claim  and/or  expense  (including,
without limitation,  reasonable attorneys' fees and disbursements) in connection
with or arising  from (a) any default by Tenant  under this Lease,  (b) Tenant's
use or occupancy of the Premises and/or any acts, omissions or the negligence of
the  Tenant  Group in or about  the  Premises,  including,  without  limitation,
sidewalks, if any, adjoining the Premises.  Tenant shall pay to Landlord as Rent
an amount equal to all such losses, liabilities, claims and expenses within five
days after Landlord's rendition to Tenant of bills or statements therefor.

     A-13.03 If Tenant's  use of the Premises  shall be enjoined or  prohibited,
provided  the same shall not have  resulted  from any act or  omission  by or on
behalf of Tenant or use of the Premises in any manner other than as is permitted
under this Lease,  Tenant shall have the right to elect to terminate  this Lease
upon written notice to Landlord setting forth the date of termination,  and such
right shall be Tenant's sole  available  remedy  against  Landlord in connection
therewith.

     A-13.04  Notwithstanding  anything  in  this  Lease  to the  contrary,  the
Landlord  Group shall have no personal  liability  under or with respect to this
Lease and the liability of the Landlord  Group in connection  with this Lease is
limited  solely  to  Landlord's  equity  interest  in  the  Property.  Under  no
circumstances  whatsoever  shall Landlord be liable to Tenant in connection with
this Lease for consequential or special damages.

Article A-14. Corporate Tenant and Partnership Tenant

     A-14.01 If Tenant is a  corporation,  as a condition  to the making of this
Lease,  Tenant shall within twenty days from the date of execution of this Lease
deliver to Landlord a duly  authorized  resolution  of the Board of Directors of
Tenant, in form reasonably satisfactory to Landlord, ratifying and approving the
terms and provisions of this Lease.



                                       27
<PAGE>


     A-14.02 If Tenant is a partnership, or is comprised of two or more persons,
individually or as co-partners of a partnership  (individually and collectively,
the  "Partnership   Tenant"),  the  following  provisions  shall  apply  to  the
Partnership  Tenant: (i) Tenant represents that the ownership of and/or power to
control a majority in interest of Tenant is vested and/or owned  beneficially by
the  individual(s)  executing  this Lease and members of his or their  immediate
family, (ii) the liability of each of the parties comprising  Partnership Tenant
shall be joint and  several,  (iii) each of the parties  comprising  Partnership
Tenant  hereby  consents  in  advance  to,  and  agrees  to  be  bound  by,  any
modifications  of this Lease  which may  hereafter  be made and by any  notices,
demands,  requests or other  communications  which may  hereafter  be given,  by
Partnership Tenant or by any of the parties comprising  Partnership Tenant, (iv)
any bills, statements,  notices, demands, requests, service of-process, or other
communication  given or rendered to Partnership  Tenant or to any of the parties
comprising  Partnership  Tenant shall be deemed given or rendered to Partnership
Tenant and to all such parties and shall be binding upon Partnership  Tenant and
all such parties,  (v) if  Partnership  Tenant shall admit new partners,  all of
such new partners shall, by their admission to Partnership  Tenant, be deemed to
have assumed  performance  of all of the terms  covenants and conditions of this
Lease on Tenant's part to be observed and performed, and (vi) Partnership Tenant
shall give prompt  notice to Landlord of the admission of any such new partners,
and upon  demand of  Landlord,  shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord,  wherein each
such new partner  shall assume  performance  of all of the terms,  covenants and
conditions  of this lease on Tenant's  part to be observed  and  performed  (but
neither  Landlord's failure to request any such agreement nor the failure of any
such new partner to execute or deliver  any such  agreement  to  Landlord  shall
vitiate the provisions of subdivision (v) of this paragraph).

     If there shall occur without  Landlord's prior written consent,  whether by
operation  of  law  or  otherwise   (including,   without  limitation,   merger,
consolidation  and  dissolution),  any (a) transfer of Tenant's interest in this
Lease,  (b) if Tenant is a corporation,  change in the ownership of and/or power
to vote a majority of the  outstanding  capital stock of Tenant or (c) if Tenant
is a partnership or other association, any change in the beneficial ownership of
and/or  power to control a majority  in interest of Tenant,  then  Landlord  may
terminate this Lease upon thirty days' notice to Tenant.

Article A-15. Rent Control

     A-15.01 If at the  commencement  of, or at any  time(s)  during the term of
this Lease,  the Rent shall not be fully  collectible  by reason of any Federal,
State, County or local law, proclamation, order or regulation, or direction of a
public  officer  or  body  pursuant  to  law,   Tenant  shall  enter  into  such
agreement(s),  and take such other lawful steps (without  additional  expense to
Tenant), as Landlord may request to permit Landlord to collect the maximum rents
which  may  from  time  to time  during  the  continuance  of  such  legal  rent
restriction be legally  permissible  (but not in excess of the amounts  reserved
therefor under this Lease).  Upon the termination of such legal rent restriction
prior to the expiration of the term of this Lease, (a) the Rent shall become and
thereafter be payable  hereunder in accordance with the amounts reserved in this
Lease for the periods  following  such  termination  and (b) Tenant shall pay to
Landlord,  if legally  permissible,  an amount equal to (i) the Rent which would
have been paid pursuant to this lease but for such




                                       28
<PAGE>



legal rent  restriction  less (i) the Rent paid by Tenant to Landlord during the
period(s) such legal rent restriction was in effect.

Article A-16. Tenant Defaults

     A-16.01  Tenant  agrees that in the event that  Landlord  shall  commence a
Summary  Proceeding for non-payment of Rent to be paid by Tenant pursuant to the
terms of this Lease,  Tenant will not interpose any  counterclaim  or set-off of
any  nature  whatsoever  except a  compulsory  counterclaim  that  Tenant  would
otherwise  be precluded  from  asserting in a separate  plenary  proceeding.  If
Tenant  shall be evicted  from or vacate  the  Premises  or this Lease  shall be
terminated  prior to its  expiration as a result of Tenant's  failure to perform
any obligation hereunder,  without limiting Landlord's other remedies under this
Lease or at law, (a) if Landlord  shall relet the Premises,  Tenant shall remain
liable for any  deficiency  in Rent which  Landlord  does not  receive  from the
succeeding tenant and shall not be entitled to any excess.  Rent, which Landlord
may receive from such tenant,  (b) Tenant shall  reimburse  Landlord as Rent for
the cost of preparing  the Premises for Tenants  occupancy,  including,  without
limitation,  Landlord's  Work,  if any,  and all  carpentry,  electrical,  HVAC,
plumbing and painting work, which Landlord's Work shall then remain unamortized,
and (c) Tenant  shall pay to Landlord  the amount of any rent  concession  under
this Lease, including, without limitation the Rent, if any, which Tenant was not
required to pay at the commencement of the Term.


     A-16.02 If Tenant shall default's in the performance of any covenant,  term
or provision of this Lease, Landlord,  without thereby waiving such default, may
perform the same for the account and at the expense of Tenant, without notice in
a case of  emergency  or if  Landlord  may be subject  to any civil or  criminal
liability,  and in any other case if such  default  shall  continue for ten days
after  the date  Landlord  shall  have  given  written  notice  to Tenant of its
intention to do so.  Landlord  shall  furnish  Tenant with a bill for any actual
costs and expenses Landlord may incur in so performing for Tenant's account, and
Tenant  shall pay as Rent the  amount  shown on each such bill  within  ten days
after the same is sent by Landlord to Tenant.

     A-16.03  Landlord's  acceptance of a check,  draft or any other  instrument
from Tenant in the payment of Rent is solely a consideration  to Tenant.  If (a)
any check  delivered to Landlord in payment of Rent hereunder  shall be returned
to  Landlord  for  any  reason  whatsoever,   including,   without   limitation,
insufficient  or deposited  but  uncollected  funds,  or (b) Landlord  commences
summary  proceedings  against  Tenant for the  non-payment  of Rent or otherwise
institutes  any  proceedings  against  Tenant  as a result of  Tenant's  default
hereunder,  or (c) Tenant  pays Rent after the tenth day of any month,  Landlord
may require Tenant to pay Rent by cash or bank certified check 'only.

     A-16.04 If Tenant shall default (i) in the timely  payment of Rent and such
default  shall  continue or be repeated  for three  consecutive  months or 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 six months, then, notwithstanding that such defaults shall have
each been cured within the  applicable  grace periods under this Lease,  if any,
any  further  similar  default  shall be deemed to be  deliberate  and  Landlord
thereafter  may  terminate  this  Lease on ten days  written  notice to  Tenant,
without affording Tenant an opportunity to cure such further default.



                                       29
<PAGE>



     A-16.05 Intentionally Omitted.

     A-16.06  The  remedies  of  Landlord  under  this  Lease  shall  be  deemed
cumulative and none of such remedies,  whether exercised or not, shall be deemed
to be to the exclusion of any other.

Article A-17      Eminent Domain

     A-17.01 If the whole or substantially all of the Premises shall be acquired
or  condemned  by eminent  domain for any public or quasi public use or purpose,
then and in that event,  the term of this Lease shall cease and  terminate  from
the date of title vesting in such  proceeding and the Tenant shall have no claim
against Landlord for the value of any unexpired term of said lease.


     In the event that more than 25%,  but less than the whole or  substantially
the whole of the ground floor area of the  Premises  shall be so  condemned,  or
should  Tenant's  manner  of  ingress  to or  egress  from  the  Premises  be so
substantially  altered so as to materially and adversely interfere with Tenant's
use of the Premises for the purposes  permitted in this Lease,  the Landlord and
the Tenant shall each have the right to cancel and  terminate  this Lease,  upon
the giving of written  notice to the other party not later than thirty (30) days
after the date of  vesting  of title in the  condemning  authority,  of the said
party's  election to terminate said Lease.  Termination  shall be effected as of
the time that  possession of the part so taken shall be required for public use,
Rent shall be apportioned  and adjusted as of the time of termination and Tenant
shall have no claim against Landlord for the value of any unexpired term of this
Lease.

     In the  event  that  not  more  than 25% of the  ground  floor  area of the
Premises shall be taken by condemnation or in the event that the Lease shall not
be terminated as aforesaid,  then the Term of this Lease shall  continue in full
force and  effect  and the  Landlord  shall  repair  the  remaining  part of the
Premises,  if any  part  thereof  has  been  taken  in  such  condemnation,  and
thereafter the Rent shall abate in the proportion  which the square foot area of
any part of the Premises so taken bears to the entire Premises.

     In the event that any  condemnation  shall not affect the building in which
the Premises are contained this Lease shall in no way be affected and Rent shall
in no way abate.

     No part of any award for any such taking by  condemnation or eminent domain
shall belong to the Tenant and Tenant  covenants to execute such  instruments of
assignment  as shall be  necessary  or  reasonably  required  by Landlord in any
condemnation  or eminent domain  proceedings if so requested and to turn over to
Landlord any damages that may be recovered in such  proceedings  but provided it
does not diminish  Landlord's award,  Tenant may prosecute a separate claim with
the condemning  authority for Tenant's trade fixtures and moving  expenses.  Any
award,  however,  for damages for trade  fixtures  installed by Tenant or anyone
claiming  under  Tenant at its own  expense and which are not part of the realty
shall belong to the Tenant.

     The  Landlord  shall  have  the  absolute  right  to  settle  any  claim in
condemnation  proceedings  without  interference  from  Tenant and  without  any
obligation to Tenant, and



                                       30
<PAGE>



     Landlord shall have the absolute right to make a conveyance of title of the
real property  being taken by  condemnation  proceedings  to the public or quasi
public  authority having the power of eminent domain in lieu of the condemnation
proceedings and where said conveyance is made in lieu thereof, it shall have the
same force and effect herein as if the condemnation proceedings had proceeded to
full and final completion.

     A conveyance of title in lieu of such  proceedings  shall not be made prior
to the actual  commencement of proceedings or the filing of formal notice of the
taking.

Article A-18      Miscellaneous

     A-18.01 Any  reference in the printed  portion of this Lease to the City of
New  York and the  Administrative  Code of the  City of New  York  shall,  where
applicable,  be deemed to refer to the ordinances,  rules and regulations of the
county,  town and other  governmental  authorities  with  jurisdiction  over the
Premises.


     A-18.02 If any term or provision of this Lease or the  application  thereof
to  any  person  or   circumstances   shall,  to  any  extent,   be  invalid  or
unenforceable,  the remainder of this Lease,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid or unenforceable, shall not be affected thereby. Each term and provision
of this Lease shall be valid and  enforced to the fullest  extent  permitted  by
law.

     A-18.03 This  agreement  shall be governed by and  construed in  accordance
with the laws of the State of New York.

     A-18.04 Any conflict  between the printed  form and Riders  which  together
constitute  this Lease  shall be  resolved  in favor of the  provisions  of such
Riders.

     A-18.05 The submission of this Lease for  examination or the negotiation of
the transaction  described  herein or the execution of this Lease by only one of
the parties will not in any way constitute an offer to lease on behalf of either
Landlord or Tenant,  and this Lease  shall not be binding on either  party until
duplicate originals thereof,  duly executed on behalf of both parties, have been
delivered to each of the parties hereto.

     A-18.06 If Landlord shall make application to any bank,  insurance  company
or other  lender  for a  mortgage  loan to be secured in part or in whole by the
Building and such third party requires a certified financial statement of Tenant
or other reasonable documentation of Tenant's financial condition,  Tenant shall
furnish the same to Landlord promptly after Landlord's request.

     A-18.07  Unless the Premises  shall  include the Property in its  entirety,
Landlord  reserves the right to extend or add additional  floors to or otherwise
alter the Building,  and/or create such additional tenancies in the Building, as
Landlord may from time to time determine, provided the same shall not physically
reduce the Premises.

     A-18.08  Neither  this Lease nor any  memorandum  hereof  shall be recorded
without Landlord's prior written consent.




                                       31
<PAGE>



     Landlord  and Tenant  will upon the  written  request of the other,  at any
time,  join in the  execution  and  recording of a memorandum of lease in proper
form for  recording  in the proper  office or offices  wherein  the  property is
situated,  setting forth the existence and term of this lease.  Either party may
record the  memorandum  at its own expense.  Said  instrument  shall contain the
following statement:  "It is distinctly  understood and agreed that the Landlord
or the Premises shall not be liable or responsible  for the payment of any labor
or materials  performed or furnished at the instance of the Tenant,  and that no
contractor,  subcontractor,  laborer, or material man employed by or through the
Tenant shall have the right to file a mechanic's  lien or other lien against the
Premises or to make the Landlord or the Premises  liable or responsible  for the
payment of such labor or materials.  Every contractor,  sub-contractor,  laborer
and  material  man  supplying  labor or  materials at the instance of the Tenant
shall and will rely strictly upon the financial responsibility of the Tenant for
the cost of such work and materials."


     Said instrument shall also give notice with respect to the subordination of
this Lease to mortgages.  In no event shall the instrument  provide the terms of
the Rent to be paid by Tenant under this Lease.

     A-18.09 Each provision of this Lease which requires the consent or approval
of Landlord  shall be deemed to require the same in each  instance in which such
provision  may be  applicable.  Any consent or approval by Landlord to or of any
act or omission by Tenant requiring  Landlord's consent or approval shall not be
deemed to waive any future requirement for such consent or approval to or of any
subsequent similar act or omission.  With respect to any provision of this lease
which  provides,  in effect,  that Landlord shall not  unreasonably  withhold or
unfeasibly  delay  any  consent  or any  approval,  Tenant  shall in no event be
entitled to make, nor shall Tenant make, any claim for, and Tenant hereby waives
any claim for money damages;  nor shall Tenant claim any money damages by way of
setoff,  counterclaim  or defense,  based upon any claim or  assertion by Tenant
that  Landlord has  unreasonably  withheld or  unreasonably  delayed  consent or
approval,  but Tenant's  sole remedy shall be an action or proceeding to enforce
any such  provision,  or for specific  performance,  injunction  or  declaratory
judgment.

     A-18.10 Tenant shall not, without  Landlord's  prior written consent,  use,
occupy, have any right to use or occupy, or otherwise have any interest in or to
any space in the Building other than the Premises.

     A-18.11 Tenant shall not, without Landlord's prior written consent, install
or  maintain,  or permit any other  party to install or  maintain,  any  vending
machines,  pinball  games,  video games or any other  mechanical  or  electronic
device of any nature  whatsoever,  whether for the  dispensing  of food or other
products or the  provision of  entertainment.  Nothing in this Section  A-18.11,
however,  shall prohibit Tenant from using mechanical or electrical equipment in
its business.

     A-18.12 Intentionally Omitted.

     A-18.13 No  interruption  or  malfunction  of any utility  services for any
cause whatsoever shall constitute an eviction or disturbance of Tenant's use and
possession  of the Premises,  or a breach by Landlord of any of its  obligations
hereunder or render Landlord liable



                                       32
<PAGE>



for  any  damages  (including  without  limitation   consequential  and  special
damages), or entitle Tenant to be relieved from any of its obligations hereunder
or grant  Tenant any right of set-off  or  recoupment.  In the event of any such
interruption  of any such services,  Landlord shall use reasonable  diligence to
restore such service in any  circumstances in which such  interruption is caused
by Landlord's fault.

     A-18.14 Intentionally Omitted.

     A-18.15 Intentionally Deleted

     A-18.16 Intentionally Deleted


     A-18.17  Notwithstanding  any other provision of this Lease,  Landlord's or
Tenant's  service of notice by way of express mail or courier  service  shall be
deemed  sufficiently  rendered so long as it  satisfies  all other  requirements
contained  in the notice  provision  of the printed  portion of this Lease,  and
shall be  deemed  given  at the time  when  the  same is  mailed  or  delivered,
respectively.

     A-18.18 If the Premises include a basement,  Tenant shall use the same only
for storage purposes.

     A-18.19 Tenant must give Landlord  advance notice of the date and time when
tenant plans to move in and out of the building.

     A-18.20 Landlord's acceptance at its option of the check of any third party
in payment of rent or of any other money  obligation  under this lease shall not
be deemed an  acceptance  by Landlord of the maker or any endorser of such check
as tenant hereunder or assignee of the Tenant hereunder.

     A-18.21 The headings and  captions of articles or  paragraphs  contained in
this Lease and Exhibits and Riders attached hereto are inserted only as a matter
of convenience and in no way define,  limit,  construe, or describe the scope or
intent of such articles or paragraphs nor in any way affect this Lease.

     A-18.22 Both parties  acknowledge and agree that this Lease has been freely
negotiated  by  both  parties,  and  that,  in any  dispute  over  the  meaning,
interpretation,  validity,  or enforceability of this Lease or any of its, terms
or conditions,  there shall be no presumption whatsoever against either party by
virtue of that party having drafted this Lease or any portion thereof.

Article A-19. Tenant's Representations and Warranties

     A-19.01 As material  inducements  for  Landlord  entering  into this Lease,
Tenant hereby  represents  and warrants to Landlord that Tenant is a corporation
duly  organized and validly,  existing  under the laws of the State of New York;
the persons  executing and  delivering  this Lease on behalf of Tenant have been
lawfully and duly authorized to do so; and when so



                                       33
<PAGE>



executed and  delivered  this Lease  represents  the valid,  binding and legally
enforceable obligations of the Tenant.

Article A-20. Locking System

     A-20.0l  Tenant  agrees  that it will not  change  the Key  Locking  System
currently  installed  at the demised  premises,  however,  Tenant can change the
cylinder.

Article A-21.

     A-21.01 Intentionally Omitted.

Article A-22.



     A-22.01 The  consummation  of this Lease is expressly  contingent  upon the
following terms and conditions:

Landlord agrees to execute a lease  assignment  agreement in favor of Franchisor
(hereinafter  defined)  in the form  attached  hereto as  Exhibit B and  further
agrees as follows:

     1.   Anything  contained  in this  Lease to the  contrary  notwithstanding,
          Landlord  agrees that  provided:  (a) Landlord gets written  notice of
          said  assignment and a copy of the executed  Assignment and Assumption
          Agreement  and (b)  Tenant is not in  default  of any of the terms and
          conditions of the Lease at the time of said  assignment,  then in such
          event,  without  its  consent,  this  Lease and the  right,  title and
          interest  of  Tenant  hereunder,  may be  assigned  by the  Tenant  to
          HomeCare  America  Holdings,  Inc.,  a  Delaware  Corporation,  or its
          successor Franchisee provided that said corporation shall execute such
          documents  evidencing its agreement to thereafter  keep and perform or
          cause to be kept and performed,  all of the  obligations of the Tenant
          arising  under this Lease from and after the time of such  assignment.
          Any Assignor shall remain liable under the Lease.

     2.   Tenant hereby  agrees that  Landlord may, upon the written  request of
          HomeCare  America  Holdings,  Inc.,  disclose to said  corporation all
          reports,  information or data in Landlord's possession with respect to
          sales  made in,  upon or from  the  leased  Premises.  Notwithstanding
          anything to the contrary contained herein, there is no percentage rent
          clause in this  Lease and  therefore  Landlord  will not have any such
          reports, information or data and therefore this clause is moot.

     3.   Landlord shall give written notice to HomeCare America Holdings, Inc.,
          concurrently  with the giving of such  notice to Tenant of any default
          by Tenant  under the Lease,  but  service of such  notice to  HomeCare
          America Holdings,  Inc. shall not be deemed a requirement of effective
          notice for any legal proceedings.

     4.   Landlord shall permit  representatives  of HomeCare America  Holdings,
          Inc.  on prior  written  notice to Landlord  and Tenant,  to enter the
          Premises during normal  business hours to visually  inspect the leased
          Premises,  provided that:  (a) said  inspection is for a good business
          purpose and is done in  accordance  with the terms and  conditions  of
          this Lease, (b) HomeCare



                                       34
<PAGE>



          America  Holdings,  Inc.  indemnifies  and holds Landlord  harmless in
          connection with said inspection,  (c) said right of inspection is only
          valid while the  Franchisee is in existence and is only the right to a
          visual inspection.

Article A-23.

     A-23.01 Landlord hereby  represents and warrants to Tenant that Landlord is
a New York Limited Partnership.




                                       35
<PAGE>



RIDER B


                                                   Rent Escalation


Article B-1.      Rent Escalation

     B-1.01 The Fixed  Minimum Rent of Sixty Seven  Thousand  Nine Hundred Fifty
and 00/100 ($67,950.00)  Dollars reserved in the preamble to this Lease shall be
increased  (the  "Recomputed  Fixed  Minimum  Rent")  as of the first day of the
second  and each  subsequent  Lease  year of the Term,  in  accordance  with the
following schedule:

         Lease Year                             Recomputed Fixed Minimum Rent

           2                                              $67,950.00

           3                                              $67,950.00

           4                                              $74,745.00

           5                                              $74,745.00

           6                                              $74,745.00

           7                                              $82,219.50

           8                                              $82,219.50

           9                                              $82,219.50

           10                                             $90,441.45







                                       36
<PAGE>




                                     RIDER C

                       Provisions of Specific Application
                               Non-Office Premises

Article C-l. Repairs; Maintenance-Single Tenant

     C-1.01 Tenant, at its, sole, cost and expense,  shall keep and maintain (a)
the  entire  interior  of  the  Premises,  including,  without  limitation,  all
fixtures,  machinery,  systems  (including,   without  limitation,  heating  and
ventilating and air conditioning  and sprinkler,  if any) attached to or used in
connection  with the  operation  of the  Premises,  (b) all  plumbing  lines and
electrical  wires (above ground and  underground)  which serve  exclusively  the
Premises,  (c) all exterior doors, glass windows,  plate glass and sills for all
of the same on or leading into the Premises and (d) all sidewalks  adjoining the
Premises, and shall keep said sidewalks free and clear of all rubbish, ice, snow
and other debris.  Tenant,  without  limiting the  generality of the  foregoing,
shall make all non-structural installations, modifications, alterations, repairs
and  replacements  to the foregoing as may be necessary to keep the same in good
order and  condition and to comply with all laws and  requirements  of utilities
except  for  such  installations,   modifications,   alterations,   repairs  and
replacements  that were  necessitated by Landlord's  willful wrongful conduct or
negligence. Further, Tenant shall make any and all non-structural and structural
repairs  whatsoever  necessitated  by the  acts  or  omissions  of  Tenant,  its
employees,  agents  and/or  contractors,   including,  without  limitation,  any
cleaning and/or pumping of the Building's  sanitary disposal system necessitated
by Tenant's abuse thereof or  consumption of water in excess of normal  lavatory
use.  Such  repairs  and  replacements  shall be done in a good and  workmanlike
manner with  materials at least equal in quality (but no used  materials) to the
original construction materials and, in the case of structural repairs,  subject
to Landlord's prior written  approval of the materials,  methods and contractors
to be used or engaged.

     Tenant  shall not  commit or suffer  waste or injury to the  Premises.  All
janitorial  work in and  about the  Premises  shall be done by Tenant at its own
cost and expense. Tenant shall place all of its refuse and rubbish in a dumpster
Tenant shall obtain and maintain at the rear of the Premises.  No trash or other
debris shall be permitted to remain  outside of the dumpster.  If, in Landlord's
opinion,  the dumpster  maintained by Tenant is  insufficient  for Tenant's use,
Tenant  shall at its own cost and  expense  obtain  either a larger or, if space
permits, an additional  dumpster.  If Landlord so elects,  Landlord may supply a
dumpster  and/or  compactor and Tenant shall pursuant to C-l.03 be  responsible'
for its proportionate  share.  Tenant shall not cause or permit any materials or
substances of any nature to be poured or otherwise deposited in the storm drains
and drywells situated about the Property.


     C-l.02 If Tenant shall fail to perform any repairs or  maintenance  work as
required  under  this  Lease or  necessitated  by any  breach  by  Tenant of its
covenants  hereunder  within ten days of Landlord's  notice thereof to Tenant or
immediately in the case of an emergency, or, if such work be of such nature that
it cannot with due  diligence be completed  within ten days and Tenant shall not
have  commenced  making  such repair  within such ten day period and  thereafter
prosecuted  the same in good faith with due  diligence  to  completion  within a
reasonable period of time, then Landlord,  without any further notice to Tenant,
may perform such work. In such event,



                                       37
<PAGE>



Tenant  shall pay as Rent the cost of such work,  plus  twenty-five  percent for
overhead  and  supervision,  on  demand  from  Landlord.  Receipted  bills  from
contractors,  materialmen  and/or laborers shall be conclusive proof of the cost
thereof.

     C-1.03  Landlord  shall make all structural  and exterior  repairs  (except
those set forth in Section  C-l.0l  and, at  Landlord's  option,  those  repairs
necessitated  by the acts or omissions of Tenant,  its employees,  agents and/or
contractors) to the Building,  and shall maintain and make all necessary repairs
and  replacements to the common areas,  sidewalks and parking areas,  including,
without limitation,  the maintenance of appropriate  insurance,  removal of snow
and ice,  necessary  repairs to any plumbing lines and  electrical  wires (above
ground and underground, except those which serve exclusively the Premises or any
other premises in the Building), striping, landscaping, clean-up, bulb, lamp and
light stanchion  replacement  (excluding any permitted signs of Tenant and other
tenants in the Building), systems maintenance and the cost of rental collection.
Tenant shall be responsible for Tenant's  Proportionate Share of the cost of all
work  performed  by  Landlord  under this  Section  except  Tenant  shall not be
responsible for structural  repairs as defined in Article C-l.04,  and shall pay
Landlord as Rent on account  thereof the amount billed Tenant by Landlord within
five (5) days of receipt of a bill from Landlord. Such payments shall constitute
Tenant's  contribution  to the cost of  Landlord's  maintenance  and repair work
under this Section.  Notwithstanding the foregoing, Tenant shall bear the entire
cost of any repair or maintenance  work  necessitated  by any act or omission of
Tenant, its employees, agents and/or contractors, including, without limitation,
the costs of cleaning and pumping the storm drains and drywells  situated  about
the Property.

     C-l.04 The term  "structural  repairs"  shall be deemed to mean repairs and
replacements of and to the structural steel, foundation, and bearing walls only.
The term  non-  structural  repairs  shall be  deemed  to mean all  repairs  and
replacements other than structural repairs.

     C-l.05  Tenant  shall not cause or permit any person to enter upon the roof
of the Building except for the purpose of performing  maintenance  and/or repair
work on the roof. If any such  maintenance or repair work requires a penetration
through the roof, Landlord, at its option and at Tenant's sole expense, may make
such  penetration.  Tenant shall not allow any grease or other foreign substance
of any  nature  to be  deposited  within  the  plumbing  system  or HVAC  system
servicing the Premises or elsewhere in or about the  Premises.  Nor shall Tenant
cause or permit any  materials  or  substances  of any nature  whatsoever  to be
poured or otherwise deposited in the storm drain(s) situated about the Property.

     C-l.06 Tenant, at its own expense,  shall obtain and maintain a supervisory
service  for the  Building's  sprinkler  system,  if any,  and  shall  make  all
necessary repairs to such system.


     C-l.07  During  the  Term,  Tenant  shall,  at its sole  cost and  expense,
maintain  service  agreements  for  the  maintenance  of  all  heating  and  air
conditioning equipment in or on the roof of the Premises or Tenant at its option
shall, at its sole cost and expense,  maintain (without service  agreements) all
heating and air  conditioning  equipment  in or on the roof of the  Premises and
deliver said equipment to Landlord in working  condition at the end of the Lease
term. Within thirty (30) days of the commencement of and during the Term, Tenant
shall furnish Landlord with copies of all such agreements.




                                       38
<PAGE>



     C-l.08 Tenant shall at its own expense,  comply with all  applicable  laws,
ordinances and requirements for the sorting or separation of Tenant's garbage.

Article C- 2. Utilities

     C-2.01 Tenant shall within five (5) days make application to Lilco and pay,
as and when  the  same  shall  become  due and  payable,  all  charges  for gas,
electricity, heat, steam, and other utilities supplied to the Premises. Landlord
if  necessary  will request  Lilco to take a final  reading and  disconnect  the
service to Landlord so that Tenant will be billed directly. Tenant shall pay all
of the  foregoing  directly to the utility  companies  furnishing  the different
services,  provided that if at Landlord's  election any of said rents,  rates or
charges are billed  directly to  Landlord,  Tenant shall pay each such amount to
Landlord  as Rent on  demand.  If the  Premises  do not  constitute  the  entire
Building  and any such  direct  bills to  Landlord  pertain  to  utilities  also
furnished to other  premises in the Building,  then the amount due Landlord from
Tenant for each such utility shall equal (a) Tenant's Proportionate share of the
total  amount of each such bill which  pertains  to a utility  furnished  to all
tenants in the Building or (b) Tenant's  pro-rata share (based on the proportion
of the  Rentable  Square  footage of the Premises to the total  rentable  square
footage of all premises to which such utility is  furnished) of the total amount
of each such bill which pertains to a utility furnished to less than all tenants
in the Building.

     C-2.02 Tenant shall not apply for a separate water meter without Landlord's
prior written consent.  If and so long as Tenant shall not have a separate water
meter,  Tenant  shall pay  Landlord as Rent the Monthly  Water  Charge with each
installment  of Fixed Rent.  If Landlord  shall at any time  determine  that the
Monthly  Water  Charge  is  insufficient  to cover the bill for  Tenant's  water
consumption,  Landlord may increase the Monthly Water Charge accordingly. If the
rates for water are  increased  by the utility  company  furnishing  water,  the
Monthly Water Charge shall be increased  proportionately  by the same percentage
as the rate was increased.

     C-2.03 Tenant, at its sole cost and expense, shall maintain all Long Island
Lighting Company service lines and meters located in the Premises.

Article C-3. Parking Facilities

     C-3.01 Unless the Premises  shall  constitute the entire  building,  Tenant
shall cause all of its  principals,  officers and employees to park Tenant's and
their vehicles  (collectively,  the "Company  Vehicles")  solely in areas of the
parking field, if any,  designated by Landlord for such purpose.  Each and every
violation of this clause shall be deemed a breach of a  substantial  obligation;
if Tenant,  and, without limiting  Landlord's  other remedies  therefor,  Tenant
shall pay per diem as Rent the Daily Late Charge for each motor  vehicle  parked
in violation of this provision.



     C-3.02 The parking  area(s)  behind the rear of the  Building  shall be the
area  designated  for the  parking  of  Company  Vehicles.  Tenant  shall,  upon
Landlord's request,  furnish Landlord with the automobile  registrations  (year,
make and license  plate) of all  principals,  employees and agents of Tenant who
either are employed at or frequently visit the Premises.




                                       39
<PAGE>


     C-3.03  Landlord  reserves the right, at any time and from time to time, to
(a)  close  all or any part of the  parking  facility  as may be  necessary,  in
Landlord's sole judgment,  to prevent a dedication thereof and/or the accrual of
any rights therein of any person or the public,  or (b) establish and modify and
enforce  reasonable rules and regulations with respect to the use of the parking
facility,  and Tenant  shall  cause all of its  principals,  employees,  agents,
invitees and licensees to comply with the same; and/or (e) transfer, in whole or
in part, any of the foregoing  rights to any party as Landlord may, from time to
time, determine.

     C-3.04 Unless the Premises shall constitute the entire  Building,  Landlord
shall have the right to place  self-adhering  stickers on or have towed away any
Company Vehicles which are parked in areas other than those designated  therefor
by  Landlord  or  which  otherwise  are not in  compliance  with any  rules  and
regulations of Landlord with respect to the parking facilities.  In the event of
repeated  occurrences  of the above,  Landlord may  terminate  this Lease in the
manner herein elsewhere provided Landlord shall have no liability whatsoever for
towing or  stickering  Company  Vehicles as  aforesaid,  and Landlord  shall use
reasonable  efforts to notify Tenant of the first occurrence  (only) of the same
before taking any such action.

Article C-4. Signage

     C-4.01 Tenant shall not cause or permit the placement or other installation
of any signs on or about  the  Property  which  are  visible  from  outside  the
Premises  without  Landlord's prior written approval which approval shall not be
unreasonably  withheld  or  delayed,  and,  after the  installation  of any such
approved  sign,  Tenant  shall  not cause or permit  the same to be  changed  or
altered in any respect  without  Landlord's  prior written  approval.  Any signs
which Landlord may approve shall in all events comply with all applicable  rules
and  regulations of county,  town and other  governmental  authorities,  be of a
dignified  character  and satisfy such other  standards as Landlord may require.
The term "sign"  shall be deemed to  include,  without  limitation,  any form of
placard,  light or other advertising symbol or object  whatsoever,  whether of a
permanent or temporary nature.

     C-4.02 Tenant shall not cause or permit the placement or other installation
of any awning, exterior security gates or bars of any nature in, on or above any
window,  door or other opening to the Premises without  Landlord's prior written
consent.

     C-4.03 If the Premises  shall not  constitute  the entire  Building and the
Premises shall be situated in whole or in part on the ground floor, Tenant shall
place a sign on the back door, if any, of the Premises, indicating Tenant's name
and the address of the Premises.



     C-4.04 Unless the Premises shall constitute the entire  Building,  Landlord
reserves  the  right  to  place a sign or  signs  on the  exterior  walls of the
Premises and Building,  indicating the name and/or  business of other tenants in
the Building.

Article C-S. Liability for Hazardous Wastes

     C-5.0l  Tenant  shall  not  cause  or allow to be  caused  on or about  the
Premises  any  Hazardous  Environmental  Condition  and Tenant  shall not store,
manufacture,  dispose  of,  process,  keep,  or  maintain  at the  Premises  any
substance, or material whatsoever which has the




                                       40
<PAGE>



potential of being deemed a hazardous  substance or material by any governmental
jurisdiction  or  authority  including,  without  limitation,  the  governmental
jurisdictions or authorities described below in the definition of term Hazardous
Environmental  Condition.  Notwithstanding the above, Tenant may store, keep and
maintain on the Premises any substance and material that is customarily employed
in the business of the Tenant,  provided all such  substances  and materials are
stored,  kept and maintained in full  compliance  with all  applicable  laws and
regulations  and  provided  that it is not  and  does  not  create  a  Hazardous
Environmental Condition.  Tenant shall indemnify and hold harmless Landlord, its
officers,  directors,  principals,  successors and assigns and the Property from
and against any and all claims, obligations, liabilities, violations, penalties,
fines, governmental orders, suits, causes of action, judgments,  damages (civil,
criminal  or both) and all other  costs and  expenses  of any nature  whatsoever
including  without  limitation  consultants' fees and attorney's fees, which may
result from any Hazardous  Environmental  Condition  caused in  connection  with
Tenant's use or occupancy of the  Premises.  The term  "Hazardous  Environmental
Condition" shall mean any condition in, on or under the Premises arising from or
in  connection  with  any  source  or  cause  whatsoever,   including,   without
limitation, the spilling, leaking, leaching,  migration,  discharge,  dispersal,
release  or  escape  of  smoke,  vapors,  soot,  fumes,  acids,  alkalis,  toxic
chemicals, liquids or gases, petroleum or petroleum products, waste materials or
other irritants, contaminants, pollutants or other substances of any nature into
or upon land, the  atmosphere,  or any water course or body of water,  or ground
water whether sudden and  accidental or over a course of time,  which either (a)
has caused or has the potential of causing  bodily injury or property  damage to
any person or thing or (b) is or may  hereafter  be  designated  as a "hazardous
waste", "hazardous substance", "regulated waste" or "regulated substance" or any
other term of similar import by any  governmental  jurisdiction  with authority,
including,  without  limitation,  the  United  States  Environmental  Protection
Agency, the New York Department of Environmental  Conservation and/or the Nassau
County  Department  of  Health,  which  require  or may  hereafter  require  the
development  and  implementation  of a remedial  program,  and/or  result in the
imposition of fines and/or penalties, and/or impose on the Owner of the Premises
any  obligation  whatsoever.  The  foregoing  indemnification  shall survive the
termination of this Lease, and without limiting the generality of the foregoing,
Tenant and Tenant's  principals shall indemnify and hold harmless  Landlord from
and against (i) any and all liens for remedial expenses in favor of any federal,
state and/or local  governmental  authority or municipality and (ii) any and all
legal  fees  and  disbursements  in  connection  with  defending  any  suits  or
proceedings pertaining to a Hazardous Environmental Condition including suits to
enforce this Article.


     C-5.02  Landlord and its employees and agents shall have the right to enter
the Demised Premises at any time to conduct tests at Landlord's  expense except,
however,  at Tenant's expense if Tenant is in violation of Article C-5.0l and to
inspect the Demised Premises. The purpose of any such tests or inspections shall
be to determine the condition,  specifically the environmental condition, of the
Premises and to insure  Tenant's  compliance  with Article C- 5.01.  During said
inspection and testing  Landlord  shall use reasonable  efforts not to interfere
with Tenant's use.

     C-5.03  Landlord  represents  that to the best of its  knowledge it has not
received any notice or other  communication  relating to the  Premises  from any
governmental agency (with jurisdiction over the Premises) regarding the presence
of, or need to remediate any Hazardous Environmental Condition.





                                       41
<PAGE>


     C-5.04  Landlord agrees to comply with any order or direction of the United
States  Environmental  Protection  Agency,  the New  York  State  Department  of
Environmental  Protection,  the Nassau County Department of Health, or any other
agency having  appropriate  jurisdiction  over the premises (the "Agency") which
requires the removal of any  contamination  or remediation of any  contaminating
condition  at the  Premises  caused by a  release,  discharge  or  dispersal  of
hazardous wastes or hazardous  substances from or at the premises which occurred
prior to the effective date of this Lease (hereinafter a "Covered  Response") at
its sole cost and expense and to defend and indemnify the Tenant from any claims
by or  proceedings  instituted  by any such agency to compel Tenant to perform a
Covered  Response.   Landlord  shall,  however  have  the  right,  at  its  sole
discretion, to institute or defend any appropriate action or proceeding relating
to its obligation to perform any Covered  Response and shall not be obligated to
Tenant  under the terms of this  paragraph  of this Lease unless and until there
has been a final order entered in any such proceeding.  For the purposes of this
paragraph,  the terms "hazardous  wastes" and "hazardous  substances" shall have
the same meaning as that set forth in the Comprehensive  Environmental  Response
Compensation and Liability Act of 1980. Notwithstanding anything to the contrary
contained  anywhere in this Lease,  Tenant hereby  grants  Landlord the right to
enter upon the  premises  to conduct  any and all soil and  groundwater  testing
which the Landlord, in its sole discretion,  deems necessary and appropriate for
the purposes of effectuating this paragraph.

Article C- 6. Miscellaneous

     C-6.0l.  The Rentable  Square  Footage of the Premises has been computed by
measuring at floor level from the outside exterior walls (or, in the case of any
overhang(s)  extending  from any such  wall(s),  from the  outside  of each such
overhang at the furthest  point from said exterior wall) and, if the Premises do
not  constitute the entire  Building,  the midpoint of demising  walls,  and the
outside  (common  area side) of demising  walls  between the Premises and common
corridors and areas, if any.

                       THERE IS NO RIDER D FOR THIS LEASE




                                       42
<PAGE>



                                                      RIDER E

                                             HOME CARE ALLIANCE, INC.
                                                 762 SUMMA AVENUE
                               WESTBURY, NEW YORK

     E-l.0l Tenant acknowledges and agrees to accept the Demised Premises in its
"as is" condition in all respects as of the date hereof,  except for "Landlord's
Work." Landlord's Work shall mean and be strictly limited to the construction as
indicated on the plans attached to this Lease and made a part hereof (Exhibit A)
and  as   described   below.   Landlord's   Work  does  not  imply  any  ongoing
responsibility for repairs and maintenance,  such conditions and terms being set
forth in the body of this Lease. In the event of a discrepancy  between the plan
and this work letter, the work letter shall take precedence.

         A.       Utility service to Demised Premises:

               1.   Electric  Individually  metered  400 Amp,  120/20B-volt  and
                    3-Phase Service.

               2.   Gas Individually  metered and sized to satisfy  requirements
                    for heating.

               3.   Water Municipal supply master metered to building. Tenant to
                    pay pursuant to terms and conditions of Lease.

               4.   Sanitary 4-inch sanitary sewer pipe.

               5.   Trash Removal Tenant to pay to maintain and service carting.

               6.   Utility  Service  Tenant  to apply to  utility  company  for
                    electric  and  gas  service   immediately  upon  receipt  of
                    Delivery  of  Possession   from   Landlord.   Landlord  will
                    discontinue  such  service  (in  Landlord's  name)  72-hours
                    following Delivery of Possession.

          B.   Building  standard  demising  wall between  office and  warehouse
               demised areas  comprising  5/8" type "X" fire-rated  sheetrock on
               metal  studs  spaced  no  more  than  24"  o.c.  with  full  batt
               insulation,  extending  from floor to  underside  of roof deck or
               structural steel.




                                       43
<PAGE>


          C.   Building standard interior  ceiling-height  partitions comprising
               type "X" 5/8"  sheetrock  on metal studs  spaced no more than 24"
               o.c., with full batt  insulation,  taped and spackled,  ready for
               paint finish.




          D.   Suspended  acoustical ceiling comprising 2'x2' lay-in exposed tee
               spline  with   tegular   tile  in  office  and   bathrooms   only
               (approximately  1,950 s.f.). Six inches (6") batt insulation laid
               above ceiling.

          E.   Building standard 3'0" x7'0" paint grade interior wood doors with
               steel frame.  Interior  hardware to comprise 1 1/2 pair  building
               standard hinges with latch set. Hardware to be lever type brushed
               aluminum.  Provide  new  exterior  3'x7' HM steel  door and frame
               located on east wall near northeast corner of building with 1 1/2
               pair hinges,  cylinder  lock and closer.  Door buzzer at Tenant's
               sole cost and expense.

          F.   Wall  outlets  provided  at the rate of one outlet per 125 square
               feet of  rentable  office  area  (approximately  1,950  s.f. = 16
               outlets).  Existing outlets, if any, to remain and are in working
               order.

          G.   Office  lighting  fixtures  comprising  2'x2' lay-in  fluorescent
               fixtures  with  parabolic  lens at the rate of one fixture per 40
               s.f. of rentable  office area.  Switches  shall be ganged in open
               office areas. Exit signs as required. Warehouse lighting fixtures
               are existing and are in working order.

          H.   Five and  one-half  (5 1/2) ton  roof-mounted  HVAC unit to serve
               office area, including all associated ducts, registers, diffusers
               and control thermostat.  Gas-fired unit heater in warehouse is in
               working order.  Additional  gas-fired heater to be installed near
               rear of warehouse area.  Manufacturer's  warranties on HVAC units
               to be provided to Tenant.

          I.   Existing two (2) bathrooms to be  reconfigured  to be handicapped
               accessible  with  one WC and  one  lavatory  in  each,  including
               Building  Standard  accessories,  all in accordance  with Town of
               North Hempstead Building Code.

          J.   Sprinklers to be reconfigured to suit new office  arrangement per
               code.

          K.   Existing warehouse floor to be repaired and patched as necessary.

          L.   Building Standard paint finish on interior office drywall,  doors
               and frames and new exterior door on east wall. Color selection by
               Tenant from samples provided by Landlord.  Limit one (1) color to
               a room or contiguous  area.  Walls to receive "egg shell" finish,
               doors and frames with semi-gloss finish.

          M.   Building standard carpeting of 26 oz. weight in office area only.
               Bathrooms to receive vinyl tile.  Color  selection by Tenant from
               samples  provided  by  landlord.  Limit one color to an office or
               contiguous open area. Four (4) inch vinyl base in office area and
               bathrooms only.



                                       44
<PAGE>



          N. Landlord  represents  that as of the date of Delivery of Possession
     of the Demised  Premises,  all electrical,  mechanical  (HVAC) and plumbing
     systems and overhead. door(s) are in working order.

          O.  Existing  ______ in rear to be  refinished at dry well where it is
     currently suppressed.

     E-1.02.  Any additional work that Tenant authorizes the Landlord to perform
will be at the sole cost and expense of the Tenant.  Tenant will  execute a Work
Authorization Form prepared by Landlord and issue a check for the full amount of
the cost of such work prior to Landlord  performing  any such  additional  work.
Tenant  shall  submit  its  requirements  for such  additional  improvements  to
Landlord and Landlord  shall submit a written  proposal to Tenant to perform the
work as outlined.  Tenant may obtain proposals from other contractors,  however,
Landlord  reserves the right to review said proposals and perform the work at or
below the costs  indicated.  Landlord's  failure  to  respond  within  three (3)
business days of receipt of said proposals  shall mean Landlord will not perform
the work and Tenant may proceed with the work with other Contractors  subject to
the applicable terms and conditions in this agreement  governing such additional
alterations and improvements.

     E-1.03 Landlord's Work shall be deemed substantially completed when (1) the
work is completed in  accordance  with Exhibit "A" of the Lease  notwithstanding
the fact  that  minor  or  insubstantial  details  of  construction,  mechanical
adjustment or decoration  remain to be performed,  (2) all inspections have been
approved by all individual  building  inspectors and the process of securing the
Certificate of compliance has begun by the Town of North Hempstead.

     Within  Five  (5)  business  days  of  Landlord's   written   "Delivery  of
Possession,"  Tenant shall  provide  Landlord with a punchlist of those items of
Landlord's  Work deemed  unacceptable  or  incomplete.  Failure to provide  said
punchlist  within the specified  time shall  constitute  Tenant's  acceptance of
Landlord's  Work as  completed  and  acceptable.  Landlord  shall  use it's best
efforts to complete the work on said  punchlist  within fifteen (15) days of its
receipt thereof.

     Upon Lease  signing,  Landlord has sixty (60) days to arrive at substantial
completion. As an incentive,  Landlord will receive $1,000 per day for every day
Landlord has  completed  work before  fifty-six  (56)  calendar days after Lease
execution. Concurrently, Landlord will be penalized $1,000 per day for every day
beyond sixty (60) days after Lease execution when the work is not  substantially
complete. No penalties or bonus will apply between days 56 through 60.

     Incentive  and  penalties  as a result of delays due to Nassau  County Fire
Marshall approvals and inspections shall be exempt from this agreement.




                                       45
<PAGE>


                                                      RIDER F

                                             Assignment and Subletting

     F-l.0l Notwithstanding  anything in this Lease to the contrary,  subject to
Landlord's consent which shall not be unreasonably  withheld or delayed,  Tenant
may sublet up to 9,060  square feet of the Premises on the  following  terms and
conditions.

               a) Tenant shall not be in default of any of the terms,  covenants
          and conditions of the Lease beyond any  applicable  cure period at the
          time of such subletting;

               b) Tenant  shall  submit to  Landlord:  (i) the name and business
          address of the proposed sublessee, (ii) the home address and telephone
          number(s) of the principals of the proposed  sublessee,  (iii) a fully
          executed  duplicate   original  (for  Landlord's   retention)  of  the
          instrument of sublease (which shall,  without limitation,  provide for
          the proposed sublessee taking subject to all of the terms,  covenants,
          conditions  and   provisions  of  the  Lease)  and  (iv)   information
          demonstrating the proposed sublessee's  financial condition and credit
          worthiness to Landlord's reasonable satisfaction;

               c) The  subletting  shall be for the same  occupancy  and use set
          forth in this Lease;

               d) If the sublease agreement provides for the payment of Rent, on
          a per square foot basis, or any other  consideration in excess of that
          provided for in this Lease,  Tenant shall  immediately  pay over fifty
          percent (50%) of such excess to Landlord as Rent upon Tenant's receipt
          of the same;

               e) Intentionally Omitted;

               f) Any sublease is subject and  subordinate  to this Lease and if
          at any time this Lease is terminated or Tenant  surrenders  possession
          to Landlord the sublease shall immediately end and terminate;

     F-l.02 Notwithstanding  anything in this Lease to the contrary,  subject to
Landlord's consent which shall not be unreasonably  withheld or delayed,  Tenant
may assign this Lease on the following terms and conditions:

               a) Tenant shall not be in default of any of the terms,  covenants
          and conditions of the Lease beyond any  applicable  cure period at the
          time of such assignment;


               b) Tenant  shall  submit to  Landlord:  (i) the name and business
          address of the proposed assignee,  (ii) the home address and telephone
          number(s) of the  principals of the proposed  assignee,  (iii) a fully
          executed  duplicate   original  (for  Landlord's   retention)  of  the
          instrument of assignment (which shall, without limitation, provide for
          the  proposed  assignee's  assumption  of all of Tenant's  obligations
          under this  Lease) and (iv)  information  demonstrating  the  proposed
          assignee's  financial  condition  and credit  worthiness to Landlord's
          reasonable satisfaction;




                                       46
<PAGE>




               c) The assignment shall be for any non-noxious  warehouse use and
          any hazardous or potentially  hazardous  environmental use is strictly
          prohibited;

               d) If the  instrument of  assignment  provides for the payment of
          Rent, on a per square foot basis, or any other consideration in excess
          of that provided for in this Lease,  Tenant shall immediately pay over
          fifty  percent  (50%) of such excess to Landlord as Rent upon Tenant's
          receipt of the same.  Tenant may deduct from  Landlord's  50% share of
          the  excess  provided  for as  Rent  one-half  of any  reasonable  and
          customary  actual out of pocket costs incurred by Tenant in connection
          with said assignment.

               e) Tenant's  right to assign this Lease  pursuant to this Section
          F-l.02 is personal to Home Care  Alliance,  Inc. and shall after being
          exercised  once by said Home Care Alliance,  Inc.  expire and be of no
          further force or effect.

               f)  Tenant  shall  pay  to  Landlord  the  sum  of  One  Thousand
          ($1,000.00)  Dollars  to cover  Landlord's  administrative  costs  and
          overhead.

     F-l.03 Intentionally Omitted.

     F-l.04 Not less than  forty-five (45) days prior to the effective date (the
"Effective  Date") of any assignment of this Lease,  Tenant shall deliver to the
Landlord executed  counterparts of all agreements with the proposed assignee and
copies  of  all   instruments   of   assignment   or  transfer  of  this  Lease.
Notwithstanding any provisions to the contrary, Landlord shall have the right to
terminate  this  Lease  on the  Effective  Date,  as if it were the date for the
expiration  of the Term.  This  termination  right does not apply to a permitted
assignment  to  Homecare  America  Holdings,  Inc. or its  successor  franchisee
pursuant to the franchise Agreement attached herein as Exhibit B. Landlord shall
exercise  such right by written  notice to Tenant given within  thirty (30) days
after the Landlord's receipt of the foregoing  documents and any other documents
or  information in connection  there with which  Landlord shall request.  If the
Landlord  exercises  its right under this  Section,  Landlord may then lease the
Premises  or any  portion  thereof to  Tenant's  proposed  assignee  without any
liability  whatsoever  to the Tenant.  Notwithstanding  anything to the contrary
contained  herein,  Landlord  shall have no option to  terminate  this Lease and
Landlord's  consent  shall not be required in  connection  with an assignment of
this Lease  pursuant  to any  transaction  with an entity  into which  Tenant is
merged or  consolidated,  or an  assignment  to a parent or subsidiary of Tenant
provided that Tenant gives Landlord written notice of same.

     F-l.05  Notwithstanding  anything to the contrary  contained in this Rider,
Tenant is strictly  prohibited  from assigning or subletting to any other tenant
of Landlord or any of Landlord's affiliates,  subsidiaries,  or related entities
or to any tenant in a location that is managed by Spiegel Associates as managing
agent.



     F-l.06  Nothing  herein  contained  shall be deemed to release or discharge
Tenant  of any  past,  present  or  future  obligations  or  duties  under or in
connection with the Lease,  all of which shall continue in full force and effect
for all purposes.




                                       47
<PAGE>



     F-l.07 The consent by Landlord to an assignment and/or subletting shall not
in any way be construed to relieve Tenant from obtaining the express  consent of
Landlord to any further  assignment and/or subletting for the use of any part of
the Demised  Premises,  nor shall the  collection  of rent by Landlord  from any
assignee,  sublessee or other  occupant,  after  default by Tenant,  be deemed a
waiver of this covenant or the acceptance of assignee,  sublessee or occupant as
Tenant or a release  of Tenant  from the  further  performance  by Tenant of the
covenants in this Lease on Tenant's part to be performed.












                                       48
<PAGE>




                                     RIDER G

                  Option To Renew Article G-1. Option to Renew

     G-1.01 Subject to the terms and conditions set forth below, Landlord hereby
grants  Tenant an  option  ("Option")  to renew  this  Lease for a renewal  term
("Renewal Term") of ten (10) years,  commencing on the day immediately following
the last day of the original  Lease term and  terminating on the last day of the
l19th month following the month in which the Renewal Term commences;

               (a) Tenant shall deliver to Landlord,  by certified mail,  return
          receipt  requested,  at least two hundred and seventy (270) days prior
          to the expiration of the Term written  notice of Tenant's  exercise of
          the Option;

               (b) Tenant shall not be in default under any of the terms of this
          Lease beyond the applicable  grace period,  if any, at the time of its
          exercise of the Option and the commencement of the Renewal Term;

               (c) The Minimum Rent for the first year of the Renewal Term shall
          be the  greater  of:  (1)  $90,441.45  or (2) in  accordance  with the
          following formula:

     $67,950.00 plus the product of $67,950.00  multiplied by the cost of living
percentage  increase from the Index for the month of November,  1996 through the
Index for the month of November, 2006

     The term "Index"  shall mean the Consumer  Price Index of the United States
Bureau of Labor  Statistics,  or its successors,  for All Urban  Consumers,  New
York,  New  York  -Northeastern  N.J.  area  All  Items   (1982-84=100)  or  its
successors.  If the  Consumer  Price Index is  discontinued,  then that index or
other  measure  substituted  therefor  by the  United  States  Bureau  of  Labor
Statistics, or its successor or any other reputable agency, shall be utilized in
lieu of the Consumer Price Index.

     The Fixed  Minimum Rent for Renewal Lease year two shall be the same amount
as the Fixed Minimum Rent for Renewal Lease year one.

     The Fixed  Minimum  Rent for the third Lease year of the Renewal Term shall
be the  Fixed  Minimum  Rent  for the  second  Lease  year of the  Renewal  Term
recomputed and increased by twelve percent (12%) (the "Recomputed Minimum Rent")
as of the first day of the third Lease year of the Renewal Term.

     The Fixed Minimum Rent for Renewal Lease year four shall be the same amount
as the Fixed Minimum Rent for Renewal Lease year three.

     The Fixed Minimum Rent for Renewal Lease year five shall be the same amount
as the Fixed Minimum Rent for Renewal Lease year four.



                                       49
<PAGE>



     The Fixed  Minimum  Rent for the sixth Lease year of the Renewal Term shall
be the  Fixed  Minimum  Rent  for  the  fifth  Lease  year of the  Renewal  Term
recomputed and increased by twelve percent (12%) (the "Recomputed Minimum Rent")
as of the first day of the sixth Lease year of the Renewal Term.

     The Fixed  Minimum  Rent for  Renewal  Lease year  seven  shall be the same
amount as the Fixed Minimum Rent for Renewal Lease year six.

     The Fixed  Minimum  Rent for  Renewal  Lease year  eight  shall be the same
amount as the Fixed Minimum Rent for Renewal Lease year seven.

     The Fixed  Minimum  Rent for the ninth Lease year of the Renewal Term shall
be the  Fixed  Minimum  Rent  for the  eighth  Lease  year of the  Renewal  Term
recomputed and increased by twelve percent (12%) (the "Recomputed Minimum Rent")
as of the first day of the ninth Lease year of the Renewal Term.

     The Fixed  Minimum Rent for Renewal Lease year ten shall be the same amount
as the Fixed Minimum Rent for Renewal Lease year nine.

               (d) The Option is personal to and may be exercised solely by Home
          Care Alliance,  Inc. or any permitted assignee thereof,  and after any
          such exercise, Tenant shall have no further options to renew or extend
          the Term; and

               (e) Upon Tenant's  exercise of the Option in accordance with this
          Section,  the Term shall be deemed to include the initial Term and the
          Renewal Term.

     G-1.02 Time shall be of the essence with regard to Tenant's delivery of the
exercise  notice  required  under  Section  G-1.01 (a). If Tenant  shall fail to
deliver to Landlord its exercise  notice exactly as and when required under this
Article, the Option shall terminate  immediately and shall have no further force
or effect. The parties acknowledge that they have fully negotiated the terms and
provisions of this  Article.  Tenant  acknowledges  and agrees that Landlord has
granted Tenant the Option in consideration for Tenant's  agreement that the same
shall be strictly  construed and enforced and that in the event the Option shall
terminate as provided above, Tenant shall not commence any action, either at law
or in equity, to effectuate the validity of the Option.




                                       50