EXHIBIT 10.11






                                                       Transcript Document No. 8


                               HPG REALTY CO., LLC

                                       and

                           TRI-START ELECTRONICS, INC.

                                       and

                   TOWN OF ISLIP INDUSTRIAL DEVELOPMENT AGENCY
                            (TOWN OF ISLIP, NEW YORK)



                        PAYMENT-IN-LIEU-OF-TAX AGREEMENT



                   Town of Islip Industrial Development Agency
         (HPG Realty Co., LLC/Tri-Start Electronics, Inc. 2004 Facility)

                          Dated as of February 1, 2004
                    Amended and Restated as of August 1, 2004

                    Town of Islip, Connetquot School District


District:  0500

Section:   105.00

Block: 03.00

Lot: 002.001


<PAGE>

                        PAYMENT-IN-LIEU-OF-TAX AGREEMENT


     THIS  AGREEMENT,  dated as of February 1, 2004,  amended and restated as of
August 1, 2004, is among HPG REALTY CO., LLC, a limited  liability  company duly
organized and validly  existing under the laws of the State of New York,  having
an  office  at  134  Remington  Boulevard,   Ronkonkoma,  New  York  11779  (the
"Company"),  TRI-START  ELECTRONICS,  INC., a  corporation  duly  organized  and
validly  existing under the laws of the State of New York,  having its principal
office at 134 Remington I3oulevard Ronkonkoma, New York 11779 (the "Sublessee"),
and TOWN OF ISLIP  INDUSTRIAL  DEVELOPMENT  AGENCY,  an  industrial  development
agency and a public  benefit  corporation  of the State of New York,  having its
principal office at 40 Nassau Avenue, Islip, New York 11751 (the "Agency").


                              W I T N E S S E T H:

     WHEREAS,  the Agency  was  created by Chapter 47 of the Laws of 1974 of the
State of New  York,  as  amended,  pursuant  to Title 1 of  Article  18-A of the
General  Municipal Law of the State of New York, as amended  (collectively,  the
"Act"); and

     WHEREAS,  the Agency has agreed to acquire  title to certain real  property
located at 979 Marconi Avenue,  Ronkonkoma,  Town of Islip,  Suffolk County, New
York, more particularly  described in Exhibit E attached hereto, and to acquire,
construct  and equip a certain  industrial  development  facility  thereon  (the
"Facility"),  more  particularly  described in the Lease Agreement,  dated as of
even date herewith (the "Lease Agreement"),  between the Agency and the Company;
and

     WHEREAS,  the  Agency  has  agreed to lease  the  Facility  to the  Company
pursuant  to the Lease  Agreement  such that  title  will  remain in the  Agency
throughout the Lease Term (as such term is defined in the Lease Agreement); and

     WHEREAS,  the Company has agreed to sublease the Facility to the  Sublessee
pursuant  to a  Sublease  Agreement,  dated  the  Closing  Date  (the  "Sublease
Agreement"), between the Company and the Sublessee; and

     WHEREAS,  pursuant to Section  874(1) of the Act, the Agency is exempt from
the payment of taxes and  assessments  imposed upon real  property  owned by it,
other than special ad valorem  levies,  special  assessments and service charges
against  real  property  located in the Town of Islip  (including  any  existing
incorporated  village or any village  which may be  incorporated  after the date
hereof,  within  which the  Facility is or may be wholly or  partially  located)
which  are or may be  imposed  for  special  improvements  or  special  district
improvements; and

     WHEREAS,  the Agency,  the Company and the Sublessee  deem it necessary and
proper to enter into an agreement making provision for payments in lieu of taxes
and such  assessments by the Company and the Sublessee to the Town of Islip, any
existing  incorporated  village or any village which may be incorporated  after
the date  hereof,  within  which the  Facility is or may be wholly or  partially
located,  Suffolk County,  Connetquot  School  District and appropriate  special


<PAGE>

districts  (hereinafter  the  "Taxing  Authorities")  in  which  any part of the
Facility is or is to be located;

     NOW,  THEREFORE,  in consideration of the foregoing and in consideration of
the covenants herein contained, it is mutually agreed as follows:

     1. (a) As long as the Lease  Agreement  is in effect,  the  Company and the
Sublessee,  jointly and  severally,  agree to make  payments in lieu of all real
estate  taxes and  assessments  (in  addition  to paying all  special ad valorem
levies, special assessments and service charges against real property located in
the Town of Islip  (including any existing  incorporated  village or any village
which may be incorporated after the date hereof, within which the Facility is or
may be wholly or  partially  located)  which are or may be imposed  for  special
improvements  or special  district  improvements)  which would be levied upon or
with respect to the  Facility if the Facility  were owned by the Company and not
by the Agency (the "Taxes on the  Facility").  The amounts of such payments and
method for calculation are set forth herein.

     (b) After the effective  date of this Agreement and until the provisions of
paragraph  1(c) become  effective,  the Company and the  Sublessee,  jointly and
severally, shall pay, as payments in lieu of taxes and assessments,  one hundred
percent  (100%) of the  taxes and  assessments  which  would be levied  upon the
Facility by the respective Taxing Authorities.

     (c)  Commencing  at the  earlier  of (i) the first  fiscal  tax year of the
Taxing Authorities following the first taxable status date after the issuance of
a certificate  of occupancy to the Company and/or the Sublessee for the Facility
by the appropriate governmental entity or (ii) at the sole option and discretion
of the Company and the Sublessee, jointly and severally, written notice from the
Company and the Sublessee to the Agency  setting  forth the  effective  date for
commencement  of the  payments  in  accordance  with  Exhibit  A  hereto  (which
effective  date can be no later  than the  date  set  forth in (i)  above),  the
Company  and  the  Sublessee  shall  pay,  as  payments  in lieu  of  taxes  and
assessments,  the amounts set forth on Exhibit A attached hereto and made a part
hereof.

     (d) The Company and the  Sublessee,  jointly and  severally,  shall pay, or
cause to be paid,  the amounts set forth in  paragraphs  1(b) and (c) above,  as
applicable,   after  receipt  of  tax  bills  from  the  Agency  or  the  Taxing
Authorities, as the case may be. Failure to receive a tax bill shall not relieve
the  Company  or the  Sublessee  of  their  respective  obligations  to make all
payments  provided for  hereunder.  If, for any reason,  the Company  and/or the
Sublessee  does not  receive  an  appropriate  tax  bill,  the  Company  and the
Sublessee  shall have the  responsibility  and obligation to make all reasonable
inquiries  to the  Taxing  Authorities  and to  have  such  a bill  issued,  and
thereafter  to make  payment  of the same no later  than the due dates  provided
therein.  Payments  shall be made directly to the Taxing  Authorities.  Payments
made after the due date(s) as set forth in the applicable tax bills shall accrue
interest (and  penalties) at the rates  applicable to late payments of taxes for
the  respective  Taxing  Authorities  and as  further  provided  in the  General
Municipal Law, including Section 874(5) thereof, which currently provides for an
initial penalty of five percent (5%) of the amount due and an additional penalty
of one  percent  (1%) per month on  payments  more  than one  month  delinquent.
Anything  contained in this paragraph (d) to the contrary  notwithstanding,  the


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<PAGE>

Company and the Sublessee  shall have the obligation to make all annual payments
required by this  paragraph  (other than payments of  penalties,  if any) in two
equal semi-annual installments on or prior to January 10 and May 31 of each year
of the Lease Term or on such other due dates as may be established  from time to
time during the Lease Term.

     (e) During the term of this Agreement,  the Company and the Sublessee shall
continue to pay all special ad valorem levies, special assessments,  and service
charges levied against the Facility for special improvements or special district
improvements.

     (f) In the event that any structural addition shall be made to the building
or buildings  included in the Facility  subsequent to the "Completion  Date" (as
such term is defined in the Lease  Agreement),  or any  additional  building  or
improvement  shall be  constructed  on the real property  described on Exhibit E
hereto (such structural additions,  buildings and improvements being referred to
hereinafter as "Additional Facilities"),  the Company and the Sublessee agree to
make additional  payments in lieu of taxes to the Taxing  Authorities in amounts
equal to the  product of the then  current ad valorem  tax rates  which would he
levied  upon  or  with  respect  to the  Additional  Facilities  by  the  Taxing
Authorities if the Additional  Facilities  were owned by the Company and not the
Agency times the assessment or assessments  established for that tax year by the
Town of Islip.  All  other  provisions  of this  Agreement  shall  apply to this
obligation for additional payments.

     2.  In the  event  that  title  to the  Facility  or any  part  thereof  is
transferred  from the  Agency to the  Company at such time in  reference  to any
taxable  status  date as to make it  impossible  to place such  Facility or part
thereof on the tax rolls of Suffolk County, the Town of Islip, Connetquot School
District,  any  existing  incorporated  village  or  any  village  which  may be
incorporated  after the date  hereof,  within  which the  Facility  is or may be
wholly or partially located, or appropriate  special districts,  as the case may
be, by such taxable  status  date,  the Company and the  Sublessee,  jointly and
severally,  hereby agree to pay, at the first time taxes or assessments  are due
following  the  taxable  status date on which such  Facility or part  thereof is
placed on the tax rolls, an amount equal to the taxes or assessments which would
have been levied on such  Facility or part  thereof had it been on the tax rolls
from the time the Company  took title until the date of the tax rolls  following
the taxable  status date as of which such  Facility or part thereof is placed on
the tax rolls.  There shall be deducted from such amount any amounts  previously
paid pursuant to this  Agreement by the Agency,  the Company or the Sublessee to
the respective Taxing Authorities  relating to any period of time after the date
of transfer of title to the Company.  The  provisions of this  Paragraph 2 shall
survive the  termination  or expiration of the Lease  Agreement.  Any rights the
Company or the Sublessee may have against its respective  designees are separate
and apart from the terms of this Paragraph 2, and this Paragraph 2 shall survive
any transfer from the Agency to the Company.

     3. In the event the  Facility or any part thereof is declared to be subject
to  taxation  for  taxes  or  assessments  by an  amendment  to the Act or other
legislative change or by a final judgment of a court of competent  jurisdiction,
the  obligations  of the  Company and the  Sublessee  hereunder  shall,  to such
extent, be null and void.


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     4. In the event the Company and the Sublessee shall enter into a subsequent
payment in lieu of tax agreement or agreements  with respect to the Taxes on the
Facility  directly with any or all Taxing  Authorities  in the  jurisdiction  of
which the Facility is located,  the obligations of the Company and the Sublessee
hereunder,  which are  inconsistent  with such future  Agreement or  Agreements,
shall be superseded and shall, to such extent, be null and void.

     5. As long as this Agreement is in effect,  the Agency, the Company and the
Sublessee  agree  that (i) the  Company  shall be  deemed to be the owner of the
Facility and of the Additional Facilities for purposes of instituting, and shall
have the right to institute, judicial review of an assessment of the real estate
with  respect to the  Facility  and the  Additional  Facilities  pursuant to the
provisions  of Article 7 of the Real  Property  Tax Law or any other  applicable
law,  as the same may be amended  from time to time,  and (ii) the Agency  shall
request  the  Assessor  of the  Town of  Islip,  or any  other  assessor  having
jurisdiction  to assess the Facility,  to take into  consideration  the value of
surrounding   properties  of  like   character   when  assessing  the  Facility.
Notwithstanding  the  foregoing,  in the event that the  assessment  of the real
estate with respect to the Facility and the Additional  Facilities is reduced as
a result of any such  judicial  review so that such  complaining  party would be
entitled to receive a refund or refunds of taxes paid to the  respective  Taxing
Authorities  if such  complaining  party were the owner of the  Facility and the
Additional Facilities, such complaining party shall not be entitled to receive a
refund  or  refunds  of the  payments  in lieu of taxes  paid  pursuant  to this
Agreement.  In that event, such complaining party shall be entitled to receive a
credit  against  future  payments  in lieu of taxes and  assessments  to be paid
pursuant to this Agreement,  as and when collected by the Agency or the affected
tax  jurisdictions  as defined in Section 854 of the General  Municipal  Law, as
amended,  (as the  case  may be) in an  amount  equal to any  refund  that  such
complaining  party would be entitled to receive if such  complaining  party were
the owner of the Facility and the Additional Facilities; provided, however, that
the Agency shall have no obligation to provide a credit  against any payments in
lieu of taxes or  assessments  which it has  remitted  to any of the  respective
Taxing  Authorities  before the date the Agency receives written notice from the
complaining  party  that it seeks a  credit.  In no event  shall  the  Agency be
required to remit to the  Company,  the  Sublessee or any Taxing  Authority  any
moneys  otherwise  due as a  result  of a  reduction  in the  assessment  of the
Facility (or any part thereof) due to a certiorari review. If the Company or the
Sublessee  receive  a  reduction  in  assessment  in the last  year of the Lease
Agreement  after  they have made  their  final  payments  in lieu of taxes,  the
Company and the Sublessee  acknowledge that they shall look solely to the Taxing
Authorities for repayment or for a credit against the first  payment(s) of Taxes
on the  Facility  which will be due after the  Facility  is  returned to the tax
rolls.  The Company  and the  Sublessee  hereby  agree that they will notify the
Agency if the Company  and/or the Sublessee  shall have requested a reassessment
of the  Facility  or a  reduction  in the taxes on the  Facility  or shall  have
instituted  any tax  certiorari  proceedings  with respect to the Facility.  The
Company  shall  deliver to the  Agency  copies of all  notices,  correspondence,
claims,  actions and/or proceedings brought by or against the Company and/or the
Sublessee in connection  with any  reassessment  of the  Facility,  reduction of
taxes with respect to the Facility or tax certiorari proceedings with respect to
the Facility.

     6. The Company and the Sublessee,  in recognition of the benefits  provided
under the terms of this  Agreement,  including,  but not limited to, the formula
for payments in lieu of taxes set forth in Exhibit A hereto,  and for as long as


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the Lease  Agreement is in effect,  expressly waive any rights they may have for
any  exemption  under  Section  485-b of the Real  Property Tax Law or any other
exemption under any other law or regulation (except,  however, for the exemption
provided by Title I of Article 18-A of the General  Municipal  Law) with respect
to the Facility. The Company and the Sublessee, however, reserve any such rights
with respect to all special ad valorem levies,  special  assessments and service
charges  levied  against the Facility as referred to in  paragraph  1(e) and the
Additional  Facilities as referred to in paragraph  1(f) and with respect to the
assessment and/or exemption of the Additional Facilities.

     7. The Company and the Sublessee  recognize and agree that the Agency shall
have the right at its sole  discretion  to revise and  increase  the formula for
payments in lieu of taxes (the "Formula"), both retroactively and prospectively,
to be paid by the Company and the Sublessee pursuant to Exhibit A hereto, as set
out below:

     (a) If the Company  and/or the Sublessee  substantially  change,  modify or
amend its proposed  method of operations  so as to effect a  Substantial  Change
within the meaning of Section  7(e) hereof  (hereinafter  "Substantial  Change")
within two years after the provisions of paragraph 1(c) hereof become effective,
then at all times subsequent to the date of Substantial  Change,  and so long as
this  Agreement  remains in effect,  the Agency shall have the right at its sole
discretion  to revise and  increase  the Formula as set forth on Exhibit A, both
retroactively and prospectively, and the Company and the Sublessee shall pay the
amounts  set forth on Exhibit B attached  hereto and made a part  hereof in lieu
and in place of the amounts set forth on Exhibit A.

     (b) If the Company and/or the Sublessee effect a Substantial  Change at any
time  subsequent  to two years after the  provisions  of  paragraph  1(c) become
effective  but  before  the end of three  years  thereafter,  then at all  times
subsequent  to the  date of  Substantial  Change  and so long as this  Agreement
remains in effect,  the Agency  shall have the right at its sole  discretion  to
revise and  increase  the Formula as set forth on Exhibit A, both  retroactively
and  prospectively,  and the Company and the Sublessee shall pay the amounts set
forth on Exhibit C attached  hereto and made a part  hereof in lieu and in place
of the amounts set forth on Exhibit A.

     (c) if the Company and/or the Sublessee effect a Substantial  Change at any
time  subsequent to three years after the  provisions  of paragraph  1(c) become
effective  but  before  the  end of four  years  thereafter,  then at all  times
subsequent  to the  date of  Substantial  Change  and so long as this  Agreement
remains in effect,  the Agency  shall have the right at its sole  discretion  to
revise and  increase  the Formula as set forth on Exhibit A, both  retroactively
and  prospectively,  and the Company and the Sublessee shall pay the amounts set
forth on Exhibit D attached  hereto and made a part  hereof in lieu and in place
of the amounts set forth on Exhibit A.

     (d) If the Company and/or the Sublessee effects a Substantial Change at any
time after four years from the date the  provisions  of  paragraph  1(c)  hereof
become   effective,   there  shall  be  no  change,   either   retroactively  or
prospectively, in the Formula as set forth on Exhibit A.


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<PAGE>

     (e)  In  exercising  its  reasonable   discretion  to  make  the  aforesaid
retroactive  and  prospective  changes in the Formula as set forth on Exhibit A,
the Agency shall consider the following  circumstances,  any one of which may be
deemed to constitute a Substantial Change:

     (i) Sale or closure of the Facility and/or  departure of the Company and/or
     the Sublessee from the Town of Islip.

     (ii) Significant  employment reductions not reflective of the Company's and
     the  Sublessee's  business cycle and/or local,  national and  international
     economic  conditions  or the failure of the Sublessee to create or maintain
     the number of permanent jobs at the Facility,  indicated in the Sublessee's
     application submitted to the Agency.

     (iii) Any significant  deviations from the information and data provided to
     the  Agency  in  the  Company's  and/or  the  Sublessee's  application  for
     assistance which would constitute a significant diminution of the Company's
     and/or the Subiessee's activities in or commitment to the Town of Islip.

     (f) The Agency shall notify the Company and the Sublessee in writing of any
increase  in the  Formula  and  the  effective  date(s)  and  amount(s)  of such
increase,  retroactive  and/or  prospective.  If the Formula is adjusted so that
increased  payments  are due for any tax  year  in  which  the  Company  and the
Sublessee  has paid less than the full  amount  then due,  the  Company  and the
Sublessee shall remit such additional sum due to the Agency within 30 days after
delivery of such notice.  Notwithstanding anything to the contrary herein, in no
event shall any increase hereunder exceed the amounts calculated pursuant to the
exhibits  annexed  hereto  relating  to the time  that such  Substantial  Change
occurred.

     8. Except as otherwise  provided  herein,  any notice  required to be given
under this Agreement shall be deemed to have been duly given when delivered and,
if delivered by mail, shall be sent by certified mail,  postage prepaid,  return
receipt  requested,   addressed  to  the  respective  parties  hereto  at  their
respective addresses specified below or such other addresses as either party may
specify in writing to the other:

           The Agency:

           Town of Islip Industrial Development Agency
           40 Nassau Avenue
           Islip, New York 11751
           Attention:   Administrative Director


           The Company:

           HPG Realty Co., LLC
           134 Remington Boulevard
           Ronkonkoma, New York 11779
           Attention:   Member


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          The Sublessee:

          Tri-Start Electronics, Inc.
          134 Remington Boulevard
          Ronkonkoma, New York 11779
          Attention:   Chief Executive Officer

Notice by mail shall be effective when delivered but if not yet delivered  shall
be deemed effective at 12:00 p.m. on the third business day after mailing.

     9.  Failure  by the  Agency  in any  instance  to  insist  upon the  strict
performance  of any one or more of the  obligations  of the  Company  and/or the
Sublessee  under this Agreement,  or to exercise any election herein  contained,
shall in no manner  be or be  deemed to be a waiver by the  Agency of any of the
Company's and/or the Sublessee's defaults or breaches hereunder or of any of the
rights and remedies of the Agency by reason of such  defaults or breaches,  or a
waiver or  relinquishment of any or all of the Company's and/or the Sublessee' s
obligations  hereunder.  No waiver,  amendment,  release or modification of this
Agreement shall be established by conduct, custom or course of dealing. Further,
no payment by the  Company  and/or the  Sublessee  or receipt by the Agency of a
lesser  amount than or  different  manner  from the correct  amount or manner of
payment due hereunder shall be deemed to be other than a payment on account, nor
shall any endorsement or statement on any check or any letter  accompanying  any
check or payment be deemed to effect or evidence an accord and satisfaction, and
the Agency may accept any checks or payments as made  without  prejudice  to the
right to recover the  balance or pursue any other  remedy in this  Agreement  or
otherwise provided at law or in equity.

     10. This  Agreement  shall become  effective as of the first taxable status
date of the  Town of Islip  after  the date  the  Agency  acquires  title to the
Facility. All taxes, assessments,  special assessments, service charges, special
ad valorem  levies or similar  tax  equivalents  due or to become due based upon
prior taxable  status dates shall be paid by the Company and the Sublessee  when
due. Upon  termination of the Lease  Agreement and  reconveyance of title to the
Facility to the Company, this Agreement shall terminate.

     11.  Whenever  the  Company  and/or the  Sublessee  fail to comply with any
provision of this Agreement, the Agency may, but shall not be obligated to, take
whatever action at law or in equity may appear necessary or desirable to collect
the amount then in default or to enforce the  performance  and observance of the
obligations,  agreements  and covenants of the Company and the  Sublessee  under
this  Agreement.  The Agency  agrees to notify the Company and the  Sublessee in
writing of any failure by the Company  and/or the  Sublessee  to comply with any
provision of this  Agreement  within  thirty (30) business days after the Agency
becomes aware of such failure and shall provide the Company and/or the Sublessee
with the  opportunity to cure such failure within thirty (30) days after receipt
by the Company and the Sublessee of such notice.

     12. This  Agreement  shall he governed by and construed in accordance  with
the internal laws of the State of New York.

     13. The Company and the  Sublessee  agree to hold the Agency  harmless from
and against any  liability  arising  from any default by the Company  and/or the
Sublessee in performing  their respective  obligations  hereunder or any expense


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incurred under this Agreement,  including any expenses of the Agency,  including
without limitation attorneys' fees.

     14. This Agreement may be modified only by written instrument duly executed
by the parties hereto.

     15. This  Agreement  shall be binding  upon and inure to the benefit of the
parties, their respective successors, heirs, distributees and assigns.

     16. If any  provision  of this  Agreement  shall for any  reason be held or
adjudged  to be invalid or illegal or  unenforceable  by any court of  competent
jurisdiction, such provision so adjudged invalid, illegal or unenforceable shall
be deemed separate, distinct and independent and the remainder of this Agreement
shall be and remain in lull force and  effect  and shall not be  invalidated  or
rendered  illegal or  unenforceable  or  otherwise  affected by such  holding or
adjudication.


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above,


                                                 HPG REALTY CO., LLC

                                                 By:
                                                    ----------------------------
                                                 Name: Helene A. Giarraputo
                                                 Title: Member



                                                 TRI-START ELECTRONICS, INC.

                                                 By:
                                                    ----------------------------
                                                 Name: Helene A. Giarraputo
                                                 Title: Chief Executive Officer



                                                 TOWN OF ISLIP INDUSTRIAL
                                                 DEVELOPMENT AGENCY

                                                 By:
                                                    ----------------------------
                                                 Name: William G. Mannix
                                                 Title: Administrative Director


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<PAGE>

                                    EXHIBIT A

     Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated  village and any village which may be  incorporated  after the date
hereof,  within which the Facility is wholly or partially  located),  Connetquot
School District and Appropriate Special Districts

Definitions

X =  assessment equal to $15,000.

Y =  increase in assessment above X resulting from the acquisition, construction
     and equipping of the Facility.

Normal Tax Due =    Those payments for taxes and assessments, other than special
                    ad valorem levies,  special  assessments and service charges
                    against  real   property   located  in  the  Town  of  Islip
                    (including any existing  incorporated village or any village
                    which  may be  incorporated  after the date  hereof,  within
                    which the Facility is wholly or partially located) which are
                    or  may be  imposed  for  special  improvements  or  special
                    district  improvements,  that the Company and the  Sublessee
                    would pay without exemption.

Payment

Tax Year (following  first taxable status date after the election by Company and
the Sublessee, more specifically set forth in paragraph l(c) of this Agreement)

Formula

1 yr.     100% normal tax on X and   0% normal tax on Y
2         100% normal tax on X and  10% normal tax on Y
3         100% normal tax on X and  20% normal tax on Y
4         100% normal tax on X and  30% normal tax on Y
5         100% normal tax on X and  40% normal tax on Y
6         100% normal tax on X and  50% normal tax on Y
7         100% normal tax on X and  60% normal tax on Y
8         100% normal tax on X and  70% normal tax on Y
9         100% normal tax on X and  80% normal tax on Y
10        100% normal tax on X and  90% normal tax on Y
11 and    100% normal tax on X and 100% normal tax on Y
thereafter


<PAGE>

                                    EXHIBIT B

     Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated  village and any village which may be  incorporated  after the date
hereof,  within which the Facility is wholly or partially  located),  Connetquot
School District and Appropriate Special Districts

Definitions

X =  assessment equal to $15,000.

Y =  increase in assessment above X resulting from the acquisition, construction
     and equipping of the Facility.

Normal Tax Due =    Those payments for taxes and assessments, other than special
                    ad valorem levies,  special  assessments and service charges
                    against  real   property   located  in  the  Town  of  lslip
                    (including any existing  incorporated village or any village
                    which  may be  incorporated  after the date  hereof,  within
                    which the Facility is wholly or partially located) which are
                    or  may be  imposed  for  special  improvements  or  special
                    district  improvements,  that the Company and the  Sublessee
                    would pay without exemption.

Payment

Tax Year (following  first taxable status date after the election by Company and
the Sublessee, more specifically set forth in paragraph 1(c) of this Agreement)

         Formula

         1        100% normal tax on X and  50% normal tax on Y
         2        100% normal tax on X and  55% normal tax on Y
         3        100% normal tax on X and  60% normal tax on Y
         4        100% normal tax on X and  65% normal tax on Y
         5        100% normal tax on X and  70% normal tax on Y
         6        100% normal tax on X and  75% normal tax on Y
         7        100% normal tax on X and  80% normal tax on Y
         8        100% normal tax on X and  85% normal tax on Y
         9        100% normal tax on X and  90% normal tax on Y
         10       100% normal tax on X and  95% normal tax on Y
         11 and   100% normal tax on X and 100% normal tax on Y
         thereafter


<PAGE>


                                    EXHIBIT C

     Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated  village and any village which may be  incorporated  after the date
hereof,  within which the Facility is wholly or partially  located),  Connetquot
School District and Appropriate Special Districts

Definitions

X =  assessment equal to $15,000.

Y =  increase in assessment above X resulting from the acquisition, construction
     and equipping of the Facility.

Normal Tax Due =    Those payments for taxes and assessments, other than special
                    ad valorem levies,  special  assessments and service charges
                    against  real   property   located  in  the  Town  of  Islip
                    (including any existing  incorporated village or any village
                    which  may be  incorporated  after the date  hereof,  within
                    which the Facility is wholly or partially located) which are
                    or  may be  imposed  for  special  improvements  or  special
                    district  improvements,  that the Company and the  Sublessee
                    would pay without exemption.

Payment

 Tax Year (following first taxable status date after the election by Company and
the Sublessee, more specifically set forth in Paragraph 1(c) of this Agreement)

          Formula

         1         100% normal tax on X and     0% normal tax on Y
         2         100% normal tax on X and    10% normal tax on Y
         3         100% normal tax on X and    40% normal tax on Y
         4         100% normal tax on X and 47.50% normal tax on Y
         5         100% normal tax on X and    55% normal tax on Y
         6         100% normal tax on X and 62.50% normal tax on Y
         7         100% normal tax on X and    70% normal tax on Y
         8         100% normal tax on X and 77.50% normal tax on Y
         9         100% normal tax on X and    85% normal tax on Y
         10        100% normal tax on X and 92.50% normal tax on Y
         11 and    100% normal tax on X and   100% normal tax on Y
         thereafter


<PAGE>


                                    EXHIBIT D

     Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated  village and any village which may be  incorporated  after the date
hereof,  within which the Facility is wholly or partially  located),  Conneiquot
School District and Appropriate Special Districts

Definitions

X =  assessment equal to $15,000.

Y =  increase in assessment above X resulting from the acquisition, construction
     and equipping of the Facility.

Normal Tax Due =    Those payments for taxes and assessments, other than special
                    ad valorem levies,  special  assessments and service charges
                    against  real   property   located  in  the  Town  of  Islip
                    (including any existing  Incorporated village or any village
                    which  may be  incorporated  after the date  hereof,  within
                    which the Facility is wholly or partially located) which are
                    or  may be  imposed  for  special  improvements  or  special
                    district  improvements,  that the Company and the  Sublessee
                    would pay without exemption.

Payment

Tax Year (following first taxable status date after the election by Company and
the Sublessee, more specifically set forth in paragraph 1(c) of this Agreement)

         Formula

         1        100% normal tax on X and     0% normal tax on Y
         2        100% normal tax on X and    10% normal tax on Y
         3        100% normal tax on X and    20% normal tax on Y
         4        100% normal tax on X and 38.75% normal tax on Y
         5        100% normal tax on X and 47.50% normal tax on Y
         6        100% normal tax on X and 56.25% normal tax on Y
         7        100% normal tax on X and    65% normal tax on Y
         8        100% normal tax on X and 73.75% normal tax on Y
         9        100% normal tax on X and 82.50% normal tax on Y
         10       100% normal tax on X and 91.25% normal tax on Y
         11 and  100% normal tax on X and    100% normal tax on Y
         thereafter


<PAGE>

                                    EXHIBIT E

                       Legal Description of Real Property

ALL that certain plot, piece, or parcel of land situate,  lying and being in the
Town of Islip,  County of Suffolk and State of New York,  designated  as Tax Lot
002.001 in Block 03.00 Section 105.00 in District 0500 on the Suffolk County Tax
Map, more particularly bounded and described as follows;

BEGINNING at a point on the northerly line of Marconi Avenue (Fifth Street) said
point being 388.00 feet distant westerly as measured along the northerly line of
Marconi  Avenue,  from the westerly end of a curve having a radius of 30.00 feet
and a length of 47.12 feet connecting the westerly line of Smithtown  Avenue and
the northerly line of Marconi  Avenue and the proceeding  thence from said point
of beginning the following four courses and distances;

RUNNING  THENCE south 82 degrees 45 minutes 32 seconds west a distance of 132.00
feet along the northerly line of Marconi Avenue (Fifth Street) to a point;

THENCE north 01 degrees 21 minutes 07 seconds east, a distance  333.75 feet to a
point;  THENCE  north 82 degrees 45 minutes 32 seconds  east,  132.00  feet to a
point;

THENCE south 01 degrees 21 minutes 07 seconds west,  333.75 feet to the point of
place of BEGINNING.