PARI MANAGEMENT CORPORATION,

                                            Landlord

                            ENZO CLINICAL LABS, INC.,

                                            Tenant

                              AMENDED AND RESTATED

                                      LEASE





DATED:    as of March 14, 2005


PREMISES: 60 Executive Boulevard, Farmingdale, New York








                                       1
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                                TABLE OF CONTENTS

                                                                            PAGE

1     THE LEASED PREMISES......................................................1

2     TERM.....................................................................2

3     FIXED ANNUAL MINIMUM RENTAL..............................................2

4     UTILITIES................................................................2

5     ADDITIONAL RENT..........................................................2

6     USE......................................................................4

7     COMPLIANCE WITH LAWS AND AGREEMENTS......................................4

8     MAINTENANCE AND REPAIR...................................................5

9     CHANGES, ALTERATIONS AND NEW CONSTRUCTION BY THE TENANT..................6

10    INDEMNITY AND PUBLIC LIABILITY INSURANCE.................................8

11    INSURANCE FOR DAMAGE OR DESTRUCTION AND WORKER'S COMPENSATION............9

12    CONDEMNATION............................................................12

13    REMOVAL OF TENANT'S PROPERTY............................................13

14    SUBORDINATION, NON-DISTURBANCE, NOTICE TO LESSORS AND MORTGAGEES........14

15    NON-WAIVER..............................................................15

16    QUIET ENJOYMENT.........................................................15

17    ASSIGNMENT AND SUBLETTING...............................................15

18    ENTRY BY LANDLORD.......................................................18

19    TENANT'S DEFAULT........................................................18

20    TAX APPEALS AND CONTEST.................................................20

21    SIGNS...................................................................21

22    SURRENDER OF PREMISES...................................................22

23    ENVIRONMENTAL REQUIREMENTS..............................................22

24    "LANDLORD" DEFINED......................................................24


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                                                                            PAGE

25    TENANT'S PAYMENTS.......................................................24

26    RIGHT TO CURE DEFAULTS..................................................25

27    COVENANT AGAINST LIENS..................................................25

28    WAIVER OF REDEMPTION....................................................25

29    LANDLORD'S AND TENANT'S CERTIFICATES....................................26

30    WAIVER OF TRIAL BY JURY.................................................26

31    NET LEASE: NON-TERMINABILITY............................................26

32    MISCELLANEOUS PROVISION.................................................27

33    SECURITY DEPOSIT........................................................30

34    LANDLORD'S RIGHT TO BUILD ADDITIONAL IMPROVEMENTS.......................30

35    NO BROKER...............................................................31

36    DEFINITIONS.............................................................32

37    TENANT REPRESENTATIONS..................................................33

38    AMENDED AND RESTATED LEASE..............................................33









<PAGE>


                           AMENDED AND RESTATED LEASE

         THIS AMENDED AND RESTATED LEASE  (hereinafter the "Lease") entered into
as of the 1st day of April, 2005, by and between PARI MANAGEMENT CORPORATION,  a
New York corporation with an address at 17 Catalina Drive, Kings Point, New York
11024  (hereinafter  called the "Landlord") and ENZO CLINICAL LABS,  INC., a New
York  corporation,   having  an  office  located  at  60  Executive   Boulevard,
Farmingdale, New York (hereinafter called the "Tenant").

         Upon the terms and subject to the conditions hereinafter set forth, the
Landlord  leases to the Tenant  and the Tenant  leases  from the  Landlord,  the
property hereinafter described:

         1.       THE LEASED PREMISES.

                  (a)  Subject to the  provisions  of Section  34, the  property
hereby leased to the Tenant is the tract or tracts of land (the "Land") situated
in  the  Town  of  Babylon,  County  of  Suffolk  and  State  of New  York  more
particularly  described in Exhibit "A" annexed hereto and by this reference made
a part  hereof,  together  with the  buildings  and  other  improvements  now or
hereafter located thereon (collectively the "Improvements").

                  (b) The Land and Improvements leased hereunder,  together with
all appurtenances thereto, hereinafter sometimes collectively referred to as the
"Leased Premises",  are demised and let subject to (a) the rights of any parties
in  possession  thereof and the  existing  state of the title  thereof as of the
commencement of the term of this Lease, (b) any state of facts which an accurate
survey or physical inspection thereof might show, (c) all zoning regulations now
in  effect  or  hereafter   adopted  by  any   governmental   authority   having
jurisdiction,  and (d) with respect to the  Improvements,  their condition as of
the commencement of the term of this Lease,  without  representation or warranty
by Landlord with respect thereto.  Tenant represents to Landlord that Tenant has
examined and inspected the physical  condition of the Leased  Premises  prior to
the  execution  and  delivery  of this  Lease,  is  familiar  with the  physical
condition  thereof and has found the same to be  satisfactory  for all  purposes
hereof,  and Tenant  accepts the title and  condition of the Leased  Premises in
their respective, present condition "as is."

                  (c) Landlord makes no  representation or warranty with respect
to the conditions of the Leased Premises or its fitness or availability  for any
particular use, and Landlord shall not be liable for any latent or patent defect
therein.  The Landlord has not made and does not make any  representation  as to
the  physical  condition,  expenses,  operation  or any  other  matter  or thing
effecting or related to the Leased Premises,  except as herein  specifically set
forth, and the Tenant hereby expressly acknowledges that no representations have
been made. It is understood  and agreed that all  understandings  and agreements
heretofore  had  between the  parties  hereto are merged into this Lease,  which
alone  fully and  completely  expresses  their  agreement,  and that the same is
entered into after full investigation.

                  (d) The Landlord shall not be liable or bound by any verbal or
written   statements,   representations,   real  estate  brokers'  "set-ups"  or
information  pertaining  to the Premises  furnished  by any real estate  broker,
agent,  employee,  servant or any other person unless the same are  specifically
set forth herein. The Tenant further acknowledges that, except as

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specifically   set  forth  herein,   neither  the  Landlord  nor  any  agent  or
representative  of the  Landlord,  have made,  and Landlord is not liable for or
bound.  in any  matter  by,  any  express  or  implied  warranties,  guarantees,
promises, statements, inducements,  representations or information pertaining to
the Leased  Premises,  including  but not  limited to  fixtures,  equipment  and
personal property located therein, the physical condition,  income,  expenses or
operation  thereof,  the validity of the  certificate  of occupancy or any other
matter or thing with respect thereto.

         2.       TERM.

         The term of this Lease is twelve  (12)  years,  commencing  on April 1,
2005 and terminating March 31, 2017, (the "Lease  Termination  Date") or on such
earlier date upon which said term may expire or be terminated pursuant to any of
the  conditions of  limitation or other  provisions of this Lease or pursuant to
the  provisions  of  any  present  or  future  law,  statute,  ordinance,  rule,
regulation,  other governmental order or controlling  judicial  determination of
any federal,  state,  local,  municipal or other  governmental  body,  agency or
authority having or asserting  jurisdiction  and all  departments,  commissions,
boards and officers thereof (collectively the "Laws").

         3.       FIXED ANNUAL MINIMUM RENTAL.

         Tenant covenants to pay Landlord, without previous demand therefore and
without any setoff or deduction  whatsoever a net fixed annual minimum rent (the
"Minimum Rental") payable in equal monthly installments, in advance on or before
the first  (1st) day of each and every  calendar  month  during the term of this
Lease in the amounts and with such adjustments set forth on Schedule "1" annexed
hereto and by this  reference  made a part hereof.  Landlord may, at its option,
direct  Tenant to pay all or any portion of the Minimum  Rental  directly to any
agent or  representative  of  Landlord  or to the holder of any  mortgage on the
Leased  Premises  and to pay the  balance  of the  Minimum  Rental,  if any,  to
Landlord.

         4.       UTILITIES.

         Tenant shall  obtain,  at its own expense,  all utilities of every type
and nature  required  by it in its use of the Leased  Premises  and shall pay or
cause  to be  paid,  when  due,  all  bills  for  water,  sewerage,  heat,  gas,
electricity  and other  utilities,  if any,  used on,  in  connection  with,  or
chargeable  against the Leased  Premises until the termination of this Lease and
all bills for utility charges relating to the Leased Premises or the use thereof
and imposed on users of  utilities,  whether or not such charges shall relate to
services or benefits  available to the Tenant during the term of this Lease, and
the Tenant shall  indemnify  and save harmless the Landlord from and against any
loss, cost and expense in connection therewith.

         5.       ADDITIONAL RENT.

                  (a) Except as  provided  in Section  34, it is the purpose and
intent of the  Landlord  and Tenant  that the rent  payable  hereunder  shall be
absolutely  net to the  Landlord  so that this  Lease  shall  yield,  net to the
Landlord, the rents specified herein in each year during the term of this Lease.

<PAGE>

                  (b)  Tenant  covenants  to  pay,  before  any  fine,  penalty,
interest or cost may be added thereto for the nonpayment  thereof, as additional
rent, all taxes,  assessments (including but not limited to, all assessments for
public  improvements or benefits,  whether or not commenced or completed  within
the term of this Lease),  water,  sewer and other  rents,  rates and charges for
public utilities,  excises,  levies,  license and permit and inspection fees and
other  governmental  charges,  general and special,  ordinary and extraordinary,
foreseen and unforeseen,  of any kind and nature  whatsoever,  which at any time
prior to or during  the term of this  Lease  may have  been or may be  assessed,
levied,  confirmed,  imposed upon, or grow or become due or payable out of or in
respect of, or become a lien on, the Leased  Premises or any part thereof or any
appurtenance  thereto,  any personal  property,  the rent and income received by
Tenant from subtenants,  if any, any use, possession or occupation of the Leased
Premises,  or rentals or sales  therefrom or activity  conducted  therein,  such
franchises  as may  be  appurtenant  to the  use  or  occupation  of the  Leased
Premises,  this transaction or any document to. which Tenant is a party creating
or  transferring  any right,  title or interest or estate in the Leased Premises
(all of the  foregoing,  together  with any and all  penalties  and/or  interest
thereon,  being hereinafter sometimes collectively referred to as "Impositions",
and any of the same being hereinafter sometimes referred to as an "Imposition").
Nothing  herein  contained  shall  require  Tenant to pay income taxes  assessed
against Landlord, or any capital levy,  corporation  franchise,  excess profits,
estate, succession, inheritance or transfer taxes of Landlord, unless such taxes
are imposed or levied upon or assessed as a total or partial  substitute for, or
in lieu of, any other Imposition  required to be paid by Tenant pursuant to this
Section 5(b), in which event same shall be deemed  Impositions and shall be paid
by Tenant; provided, however, that if at any time during the term of this Lease,
the method of  taxation  shall be such that there  shall be levied,  assessed or
imposed on Landlord a capital levy,  gross receipts or other tax directly on the
rents received therefrom and/or a franchise tax or an assessment, levy or charge
measured by or based, in whole or in part, upon such rents,  the Leased Premises
(including but not limited to the acquisition,  leasing,  use, or value thereof)
or the  present  or  any  future  Improvements  on the  Leased  Premises  or the
construction  thereof and/or  measured in whole or in part by Landlord's  income
from the Leased  Premises if in computing  such income there is not allowed as a
deduction any significant  portion of the  depreciation  or interest  deductions
allowed  for federal  income tax  purposes,  then all such  taxes,  assessments,
levies and charges, or the part thereof so measured or based, shall be deemed to
be included within the term  "Imposition" for the purposes  hereof,  but only to
the extent that such taxes would be payable if the Leased Premises were the only
property of the Landlord, and Tenant shall pay and discharge the same as. herein
provided  in respect of the  payment of  Impositions.  Tenant  shall  furnish to
Landlord, promptly after payment of any Impositions,  official receipts or other
satisfactory  proof evidencing payment of such Imposition.  In addition,  Tenant
shall furnish to Landlord,  semi-annually  on January 1, and July 1 of each year
and within ten (10) days after a request from  Landlord,  throughout the term of
this Lease, a certificate  executed by an executive  officer of Tenant,  stating
that all Impositions  have been paid to date. Upon Tenant's  failure to pay such
Impositions  or failure to provide  proof of such  payment or failure to deliver
any such certificate,  as above provided,  or if Landlord gives notice to Tenant
Landlord shall have the right, at Landlord's  option,  to require Tenant to: (i)
promptly  deposit  with  Landlord  funds for the payment of current  Impositions
required  to be paid by  Tenant  hereunder;  and (ii) also  deposit  one-twelfth
(1/12th) of the current annual  Impositions  or the  Landlord's  estimate of the
current annual  Impositions if the current  amounts thereof have not been fixed,
on the first day of each month in  advance,  except  that all  additional  funds
required

<PAGE>

for any payments  thereof  shall also be deposited as aforesaid on the first day
of the final  month  during  which or at the end of which a  payment  is due and
payable without interest or penalty.

         6.       USE.

                  (a) Tenant shall be  permitted to use the Leased  Premises for
any and all lawful purposes,  subject, however, to zoning ordinances,  Laws, the
orders,  rules and regulations of the Board of Fire Insurance  Underwriters  and
any similar  bodies  having or asserting  jurisdiction  thereof now in effect or
hereafter   adopted  by  any   governmental   authority   having  or   asserting
jurisdiction, and such conditions,  restrictions and other encumbrances, if any,
to which the Leased  Premises are subject at the time of execution  and delivery
hereof.

                  (b)  Tenant  shall  not use or occupy  or  permit  the  Leased
Premises to be used or occupied,  nor do or permit  anything to be done in or on
the  Leased  Premises  or any part  thereof,  in a manner  that would in any way
violate any certificate of occupancy  affecting the Leased Premises or make void
or voidable any  insurance  then in force with  respect  thereto or increase the
cost any such insurance,  or that may make it impossible to obtain fire or other
insurance  thereon  required to be furnished  hereunder by Tenant,  or that will
cause or be likely to cause  structural  injury to any of the  Improvements,  or
that will constitute a public or private nuisance or waste. Nothing contained in
this Lease and no action or inaction by Landlord shall be deemed or construed to
mean that  Landlord has granted to Tenant any right,  power or  permission to do
any act or to make  any  agreement  that may  create,  give  rise to,  or be the
foundation for, any right,  title,  interest,  lien, charge or other encumbrance
upon the estate of Landlord in the Leased Premises.

         7.       COMPLIANCE WITH LAWS AND AGREEMENTS.

                  (a) Tenant shall,  throughout  the term of this Lease,  and at
Tenant's sole cost and expense,  promptly  comply,  or cause compliance with all
Laws,   whether  present  or  future,   foreseen  or  unforeseen,   ordinary  or
extraordinary,  and  whether  or not the same  shall  be  presently  within  the
contemplation of Landlord and Tenant or shall involve any change of governmental
policy, or, subject to the provisions of Section 8(b) hereof, require structural
or extraordinary  repairs,  alterations,  or additions,  and irrespective of the
cost thereof, which may be applicable to the Leased Premises.

                  (b) Except as expressly  provided in Section l2 of this Lease,
no abatement,  diminution or reduction in Minimum Rental, additional rent or any
other charges  required to be paid by Tenant pursuant hereto shall be claimed by
or allowed to Tenant for any inconvenience or interruption,  cessation,  or loss
of business caused directly or indirectly,  by any present or future Laws, or by
priorities,  rationing or  curtailment  of labor or materials,  or by war, civil
commotion,  strikes or riots, or any manner or thing resulting therefrom,  or by
any other cause or causes  beyond the  control of Landlord or Tenant,  nor shall
this Lease be affected by any such causes;  and, except as expressly provided in
subsection 12(e) of this Lease, no diminution in the amount of the space used by
Tenant  caused by  legally  required  changes  in the  construction,  equipment,
fixtures,  motors,  machinery,  operation  or use of the Leased  Premises  shall
entitle  Tenant to any  abatement,  diminution  or  reduction of the rent or any
other charges required to be paid by Tenant pursuant to the terms of this Lease.

<PAGE>

                  (c) Landlord  represents that to the best of its knowledge the
Leased Premises  complies with all Laws existing as of April 1, 2005;  provided,
that any breach of this  representation  by Landlord shall not give Tenant right
to terminate this Lease if such breach does not materially and adversely  effect
Tenant's use and occupancy of the Leased Premises and Tenant's only rights shall
be to recover any `damages or expenses incurred by Tenant on account of any such
breach.

         8.       MAINTENANCE AND REPAIR.

                  (a) Tenant shall promptly throughout the term of this Lease at
Tenant's  sole  cost and  expense,  take good care of and  maintain  the  Leased
Premises  including  all grounds,  shrubs,  lighting  fixtures,  fences,  lawns,
sprinklers  and smoke fire and panic alarms and all roadways,  sidewalks,  curbs
and parking lots (to the,  extent the same are subject to Tenant's  control) on,
adjacent and appurtenant  thereto,  in good order and repair, and shall promptly
remove  all  accumulated  snow,  ice and  debris  from  any  and  all  roadways,
sidewalks,  curbs and parking  lots located  upon or  appurtenant  to the Leased
Premises.

                  (b)  Tenant  shall not  commit or suffer to be  committed  any
waste  upon or about the Leased  Premises,  and shall  promptly  at its cost and
expense, make all necessary replacements,  restorations, renewals and repairs to
the Leased Premises and  appurtenances  thereto,  whether  interior or exterior,
structural or non-structural,  ordinary or extraordinary foreseen or unforeseen,
ordinary wear and tear excepted. Notwithstanding the foregoing, unless caused by
the negligence or willful acts of Tenant, its agents,  servants,  contractors or
employees:  in the event in any six (6) consecutive calendar month period during
the term hereof, the cost of any necessary repairs,  replacements,  restorations
or renewals pursuant to this Article 8 or pursuant to Section 7(a) hereof, shall
(x)  exceed  an  amount  equal  to the ten  applicable  monthly  Minimum  Rental
hereunder  multiplied by six (6) (the "Threshold  Cost"),  as such cost shall be
certified to Landlord by Tenant's architect or general  contractor,  and (y) not
be  necessitated  as a result of  Tenant's  use or  manner of use of the  Leased
Premises  or the  negligence  of  Tenant  or any  agent,  servant,  employee  or
contractor  of  Tenant,  Tenant  shall have the  right,  in lieu of making  such
repairs,  replacements,  restorations  or  renewals,  to  elect  to  cancel  and
terminate  this Lease on ninety  (90) days  written  notice  (the  "Cancellation
Notice") to Landlord  and,  upon the  expiration  of such ninety (90) day period
this Lease shall be deemed  cancelled and terminated,  unless within thirty (30)
days of its receipt of the Cancellation Notice Landlord shall notify Tenant (the
"Landlord's  Notice")  that  Landlord  agrees:  (x) to cause  all such  repairs,
replacements, restorations or renewals to be made; and (y) to pay any such costs
therefor  in  excess  of the  Threshold  Costs.  Upon  Tenant's  receipt  of the
Landlord's Notice,  the Cancellation  Notice shall be deemed withdrawn by Tenant
and of no  further  force and  effect  and upon  Landlord's  completion  of such
repairs,  replacements,  restorations or renewals,  Tenant shall pay to Landlord
the cost  therefor,  not to exceed the Threshold  Cost.  Repairs,  restorations,
renewals  and  replacements  shall  be at least  equivalent  in  quality  to the
original  work or the property  replaced,  as the case may be.  Tenant shall not
make any claim or demand upon or bring any action  against the  Landlord for any
loss,  cost,  injury,  damage or other expense  caused by any failure or defect,
structural or non-structural, of the Leased Premises or any part thereof.

                  (c) Landlord shall not under any  circumstances be required to
build  any  improvements  on  the  Leased  Premises,  or to  make  any  repairs,
replacements, alterations or

<PAGE>

renewals of any nature or  description  to the Leased  Premises or to any of the
Improvements,   whether  interior  or  exterior,   ordinary  or   extraordinary,
structural or non-structural, foreseen or unforeseen, or to make any expenditure
whatsoever  in  connection  with this Lease or to inspect or maintain the Leased
Premises  in  any  way.   Tenant  hereby  waives  the  right  to  make  repairs,
replacements,  renewals or restorations  at the expense of Landlord  pursuant to
any Laws.

         9.       CHANGES, ALTERATIONS AND NEW CONSTRUCTION BY THE TENANT.

                  (a) Tenant, at its sole cost and expense, shall have the right
at any time and from time to time during the term of this Lease to make  changes
and  alterations to the building or buildings on the Leased  Premises or replace
any  building  or  buildings  damaged or  destroyed  (all of the  foregoing  are
hereinafter  collectively  called  "Tenant  Changes" and any of the foregoing is
called a "Tenant Change"), subject, however, in all cases, to the following:

                           (i)  Landlord's  and any  Mortgagee's  prior  written
consent shall be required in each  instance of any Tenant  Change  involving the
structure or exterior of any building located on the Lease Premises.

                           (ii)  In  addition  to  the  consent  required  under
Section 9(a)(i) above, any Tenant Change, whether or not structural or exterior,
involving  an estimated  coat of more than  $50,000.00  shall  require the prior
written  consent of the  Landlord  and,  any  Mortgagee,  if required  under the
provision of any Mortgage.

                           (iii) No Tenant Changes shall be undertaken until the
Tenant shall have procured and paid for all required permits and  authorizations
of all municipal departments and governmental  subdivisions having jurisdiction;
and, at Tenant's  expense,  the Landlord shall join in any  application for such
permits and authorizations  whenever such action is necessary,  at no expense or
other liability to Landlord.

                           (iv) Any Tenant Changes which are structural or which
involve an estimated cost of more than  $50,000.00  shall be conducted under the
supervision  of  a  licensed  architect  or  engineer  selected  by  Tenant  and
reasonably  acceptable to Landlord and shall be made in accordance with detailed
plans and  specifications  (the "Plans and  Specifications")  and cost estimates
prepared by such  architect  or engineer  and  approved in writing by  Landlord,
which approval  Landlord  agrees not  unreasonably  to withhold and if required,
approved by any Mortgagee.

                           (v) Any Tenant  Changes shall be made promptly and in
a good  workmanlike  manner and in compliance  with all  applicable  permits and
authorizations  and building and zoning laws and all Laws and in accordance with
the orders,  rules and  regulations of the Board of Fire Insurance  Underwriters
and any other  body now or  hereafter  exercising  similar  functions  having or
asserting jurisdiction over the Leased Premises.

                           (vi) The Leased  Premises  shall at all times be free
of liens for labor or materials supplied or claimed to have been supplied to the
Leased Premises; subject to Tenant's rights to remove liens as provided herein.

<PAGE>


                           (vii) Any such Tenant Change shall  immediately  upon
incorporation  into the  Leased  Premises  be and  become  the  property  of the
Landlord, subject to the leasehold rights of the Tenant hereunder.

                           (viii)  Tenant  shall  carry all  necessary  Worker's
Compensation Insurance and builder's all risk insurance designating Landlord and
if required any Mortgagee as additional insured, as their interest may appear as
set forth in Section II and shall furnish  Landlord with evidence of any and all
such coverage prior to the commencement of any Tenant Changes.

                           (ix) If any Tenant Change involving an estimated cost
in excess of $50,000.00 is  undertaken by Tenant  pursuant to the  provisions of
Section 11 or 12 of this Lease,  then each request to Landlord for payment shall
be made on seven (7) days prior  written  notice to Landlord and  Mortgagee  and
shall be accompanied by a certificate to be made by the supervising architect or
engineer, stating (a) that all of the work completed has been done in compliance
with the approved Plans and Specifications, (b) that the sum requested is justly
required to reimburse  the Tenant for  payments by the Tenant,  to, or is justly
due  to,  the  contractor,  subcontractors,  materialmen,  laborers,  engineers,
architects or other persons rendering services or materials for the work (giving
a brief description of such services and materials), and that, when added to all
sums  previously  paid out by the  Landlord,  it does not  exceed  ninety  (90%)
percent  of the  value of the work  done to the date of such  certificate,  with
final  payment  of the  balance  of  the  cost  of  the  work  to be  made  upon
certification  by the  supervising  architect or engineer and by the Mortgagee's
architect,  if required,  as to completion in accordance with the approved Plans
and  Specifications,  and (C) that the amount of such proceeds  remaining in the
hands of the Landlord  will be  sufficient  on completion of the work to pay for
the same in full  (giving in such  reasonable  detail as Landlord may require an
estimate of the cost of such completion);

                           (x) If any Tenant Change  involving an estimated cost
is excess of $50,000.00 is  undertaken by Tenant  pursuant to the  provisions of
Section 11 or 12 of this Lease, then (i) each request for reimbursement shall be
accompanied  by waivers  of lien  satisfactory  to  Landlord  and the  Mortgagee
covering  that  part of the work for which  payment  or  reimbursement  is being
requested and by a search prepared by a title company or licensed  abstractor or
by other evidence,  satisfactory  to Landlord and the Mortgagee,  that there has
not been filed with respect to any part of the Leased Premises any mechanics' or
other lien or  instrument  for the  retention  of title in respect of any of the
work not  discharged  of record;  and (ii) the request for any payment after the
work has been completed  shall be  accompanied  by a copy of any  certificate or
certificates  required by law to render occupancy of the Leased Premises and all
portions thereof legal;

                           (xi) No Tenant  Change  shall  tie-in or connect  the
Leased Premises or any Improvements thereon with any property outside the Leased
Premises without the prior written consent of the Landlord;

                           (xii) No Tenant  Change shall (i) reduce the value of
the Leased Premises;  (ii) without Landlord's prior consent,  change the general
character of the Leased  Premises;  or (iii) impair the structural  integrity of
any building comprising a part of the Leased Premises; and

<PAGE>


                           (xiii)  In   connection   with  any  Tenant   Changes
involving an estimated cost in excess of $50,000.00 and not undertaken  pursuant
to the provisions of Section 11 or 12 hereof, Landlord may as a condition of its
consent require Tenant to post a bond or other. security reasonably satisfactory
to Landlord to insure the completion of such Tenant Changes.

                  (b) Notwithstanding anything to the contrary contained in this
Lease, Tenant shall not, without the prior written approval of the Landlord, and
the Mortgagee if required,  make any alteration or change to the Leased Premises
which would  decrease  the size of or decrease the square foot floor area of any
building comprising a part of the Leased Premises.

         10.      INDEMNITY AND PUBLIC LIABILITY INSURANCE.

                  (a) Tenant shall at all times  indemnify  Landlord for, defend
Landlord against,  and save Landlord  harmless from, any liability,  loss, cost,
injury,  damage or other expense  whatsoever  that may occur or be claimed by or
with respect to any  person(s)  or property on or about the Leased  Premises and
resulting directly or indirectly from the use, misuse, occupancy,  possession or
unoccupancy of the Leased Premises by Tenant or any concessionaires,  subtenants
or other persons claiming through or under Tenant,  or their respective  agents,
employees,  licensees,  invitees,  guests  or other  such  persons,  or from the
conditions of the Leased Premises. Tenant shall, at its cost and expense, defend
Landlord from and against any and all such actions, claims and demands and shall
indemnify  Landlord  for all costs,  expenses  and  liabilities  it may incur in
connection  therewith.  Landlord shall not in any event whatsoever be liable for
any  injury  or  damage  to  the  Leased  Premises  or to the  Tenant  or to any
concessionaires,  subtenants or other persons  claiming through or under Tenant,
or their respective agents, employees, licensees, invitees, guests or other such
persons or to any property of any such persons, unless in any such case the same
shall arise from Landlord's gross negligence. Tenant shall not make any claim or
demand upon or  institute  any action  against the  Landlord as a result of such
injury or damage.

                  (b) Tenant, at its cost and expense, shall obtain and maintain
in force  throughout  the term of this Lease,  comprehensive  general  liability
insurance  against any loss,  liability  or damage on,  about or relating to the
Leased  Premises,  with  limits  of not less  than One  Million  ($1,000,000.00)
Dollars  for death or  injuries  to one  person  and not less than Five  Million
($5,000,000.00)  Dollars  for death or  injuries  to two or more  persons in one
occurrence,  and not less than One Million ($1,000,000.00) Dollars for damage to
property.  Any such insurance  obtained and maintained by Tenant shall name both
Landlord  and Tenant as the insured  parties  therein and shall be obtained  and
maintained   from  and  with  a  reputable  and   financially   sound  insurance
company(ies)  reasonably  acceptable  to  Landlord,  authorized  to  issue  such
insurance in the State of New York.

                  (c) The policies of insurance required hereunder shall contain
an agreement by the insurer that it will not cancel or modify such policy except
after  thirty (30) days prior  written  notice to Landlord  by  certified  mail,
return receipt requested. Not less than thirty (30) days prior to the expiration
of any such  insurance  policy,  Tenant shall  deliver to Landlord a certificate
evidencing the replacement or renewal thereof.

                  (d) Tenant shall furnish  Landlord with duplicate  original(s)
or original  certificate(s)  of such insurance  policies,  including renewal and
replacement policies, together

<PAGE>

with  written  evidence  that  the  premiums  therefor  have  been  paid.  It is
understood and agreed that said policies may be blanket policies  covering other
locations operated by Tenant,  provided that such blanket policies  specifically
identify the Leased  Premises and  otherwise  comply with the  provision of this
Section 10.

                  (e)  Subject to the  provision  of this  Lease,  Tenant  shall
comply with the  requirements of any Mortgages  relating to the insurance and to
the proceeds of insurance  maintained  and required to be  maintained  by Tenant
pursuant to the provisions of Section 10 and 11 of this Lease.

         11.      INSURANCE FOR DAMAGE OR DESTRUCTION AND WORKER'S COMPENSATION.

                  (a) The Tenant shall,  throughout  the term of this Lease,  at
its own cost and  expense,  obtain and  maintain in full force and effect and in
the name of Tenant,  Landlord and, if so requested by Landlord,  any  Mortgagees
(except  that  Landlord  and any  Mortgagee  need not be  named on any  Worker's
Compensation policy):

                           (i) all risks insurance, including but not limited to
collapse,  loss or  damage  occasioned  by  fire,  the  perils  included  in the
so-called extended coverage endorsement,  vandalism and malicious mischief,  and
water damage and containing  Replacement  Cost, Agreed Amount and Demolition and
Increased  Cost due to  Ordinance  endorsements  covering the  Improvements  and
all-replacements and additions thereto,  and all, fixtures,  equipment and other
personal property therein,  the foregoing  coverage shall be provided in amounts
sufficient to provide one hundred (100%) percent of the full replacement cost of
the Improvements and shall be determined from time to time, at Tenant's expense,
at the request of the  Landlord,  by any  appraiser  selected  by  Tenant's  and
approved by Landlord and the insurance carrier;

                           (ii) if a  sprinkler  system  shall be located in the
Leased Premises,  sprinkler leakage insurance in amounts reasonably satisfactory
to Landlord and any Mortgagees;

                           (iii) such other insurance and in such amounts as may
from time to time reasonably be required by Landlord and/or any Mortgagees;

                           (iv) Boiler and Machinery  Broad Form policy covering
explosion  insurance  in  respect  of steam and  pressure  boilers  and  similar
apparatus,  if any,  located on the Leased  Premises  in an amount  equal to one
hundred (100%) percent of the full replacement cost of the Improvements;

                           (v) war risk  insurance as and when such insurance is
obtainable  from the United States  Government or any agency or  instrumentality
thereof,  and in an amount not less than the full insurable  value of the Leased
Premises;

                           (vi)  Worker's  Compensation   insurance  subject  to
statutory  limits or better in  respect  of any work or other  operations  on or
about the Leased Premises;

                           (vii) such other insurance with respect to the Leased
Premises and in such amounts as Landlord and any Mortgagee from time to time may
request against such other

<PAGE>

insurable  hazards which at the time in question are commonly insured against in
the case of property similar to the Leased Premises; and

                           (viii) during the  performance  of any  construction,
broad form Builder's All-Risk insurance.

                           (ix) flood insurance, if Landlord is advised that the
Secretary  of Housing  and Urban  Development  or such other  federal  office or
agency with jurisdiction, has determined that the Leased Premises are in an area
which has been designated as having "special flood hazards". Tenant shall obtain
the  maximum  amount  of flood  insurance  available  under the  National  Flood
Insurance Program if such insurance is required.

                  (b) All such insurance shall:

                           (i) be obtained from and  maintained  with  reputable
and financially sound insurance  company(ies)  reasonably acceptable to Landlord
and any Mortgagees, authorized to issue such insurance in the State of New York;

                           (ii) be  reasonably  satisfactory  to Landlord and to
any Mortgagees;

                           (iii)  except for rent  insurance,  if any,  provided
that the  proceeds of any loss shall be payable to  Landlord,  or if Landlord so
requests to any Mortgagees, for the purposes set forth in this Lease;

                           (iv) contain an agreement by the insurer that it will
not cancel or modify such policy  except after  thirty (30) days' prior  written
notice  to  Landlord  and any  Mortgagees  by  certified  mail,  return  receipt
requested; and

                           (v)  provided   that  any  loss   otherwise   payable
thereunder shall be payable notwithstanding any act or negligence of Landlord or
Tenant which might,  absent such  agreement,  `result in a forfeiture  of all or
part of the payment of such loss.

                  (c) Not less than thirty (30) days prior to the  expiration of
any such  insurance  policy,  Tenant  shall  deliver to  Landlord a  certificate
evidencing the replacement or renewal thereof.

                  (d) The Tenant shall furnish  Landlord and any Mortgagees with
duplicate original(s) or original certificate(s) together with true copy(ies) of
all such insurance  policies,  including  renewal and  replacement  policy(ies),
together with written  evidence that the premiums  therefor have been paid It is
understood and agreed that said policies may be blanket policies  covering other
locations   operated  by  Tenant,   provided  (i)  that  such  blanket  policies
specifically  identify  the  Leased  Premises  and  otherwise  comply  with  the
provisions of this Section 11, and (ii) that such  policies  shall provide for a
reserved  amount  thereunder with respect to the Leased Premises so as to assure
that the amount of insurance  required by the provisions of this Section 11 will
be available  notwithstanding  any losses with respect to other property covered
by such blanket policies.

<PAGE>


                  (e) If any  portion  of the  Leased  Premises  is  damaged  or
destroyed by fire or other casualty,  Tenant shall forthwith give notice thereof
to  Landlord  and  Tenant  shall,  at its cost and  expense,  forthwith  repair,
restore,  rebuild or replace the damaged or destroyed Improvements,  fixtures or
equipment,  and  complete  the  same  as  soon as  reasonably  possible,  to the
condition  they were in prior to such  damage or  destruction,  except  for such
changes in design or materials as may then be required by Law. The Landlord,  in
such event, shall, to the extent and at the times the insurer and any Mortgagees
make the proceeds of the insurance available, reimburse the Tenant for the costs
of making such  repairs,  restoration,  rebuilding  and  replacements,  provided
further that said  reimbursements  need be made only under such  conditions that
the  Landlord  and any  Mortgagees  are  assured  that at all times  the  Leased
Premises  shall be free of liens or claims of liens by reason of such work,  and
provided further that the portion of the proceeds paid out at any time shall not
exceed the value of the actual work and materials  incorporated in the repaired,
restored,  rebuilt or replaced Leased Premises and that the conditions described
in Section 9 are  complied  with.  To the extent,  if any,  that the proceeds of
insurance made available as aforesaid are insufficient to pay the entire cost of
making   such   repairs,   restoration,   rebuilding   and   replacements,   and
notwithstanding  the expiration or  termination  of the term of this Lease,  the
Tenant  shall pay the amount by which such costs exceed the  insurance  proceeds
made  available as aforesaid on demand.  Any surplus of insurance  proceeds over
the cost of restoration once such restoration  shall be completed,  shall be the
property of the Tenant. Notwithstanding the foregoing, if the Improvements shall
be damaged or  destroyed by fire or other  casualty  through no fault of Tenant,
its agents,  servants,  contractors  or  employees,  and the  estimated  cost to
restore  the same to the  condition  existing  prior to the date of such fire or
other  casualty  shall  exceed an amount  equal to fifty (50%)  percent of total
insured value of the Improvements, then Tenant shall have the right to terminate
this Lease on thirty (30) days prior  written  notice to Landlord,  which notice
shall  include an  assignment  to Landlord of all of Tenant's  right,  title and
interest in and to any insurance  proceeds for the repair or  restoration of the
Improvements.  Upon the  expiration  of such thirty (30) day period,  this Lease
shall cease and terminate and,  except for any actual or contingent  liabilities
of Tenant to Landlord  accrued to such date of termination,  Landlord and Tenant
shall have no further liability or obligation to each other under this Lease.

                  (f) In the event of any damage to or destruction of the Leased
Premises,  Tenant shall  promptly  notify  Landlord and any Mortgagees and shall
file prompt proof of loss to the relevant insurance  company(ies).  In the event
the Tenant fails to file such proof of claims,  the Tenant hereby authorizes the
Landlord  and/or the  Mortgagee  to file any such  proofs of claims and take any
actions  necessary  to preserve  and protect any such claims  under the relevant
insurance policies.

                  (g) The  obligation to pay the rent provided for herein and to
otherwise  perform  Tenant's  obligations  hereunder shall continue  unabated by
reason of such damage or  destruction;  that is,  there shall be no abatement or
diminution  of rent or release  from any of Tenant's  obligations  hereunder  by
reason of such damage or  destruction  regardless of the period of time, if any,
during which the Leased  Premises or any part thereof remain  untenantable,  any
Laws .to the  contrary  notwithstanding,  except to the  extent  Landlord  shall
actually receive the proceeds of rent insurance as its sole property.


<PAGE>

                  (h) The provisions and  requirements  of Section 9 shall apply
with respect to any repairing,  restoring, rebuilding or replacing made pursuant
hereto; and same shall be made in accordance with the Plans and Specification to
the extent same is. practicable.

                  (i) As to any loss or damage which may occur upon the property
of a party hereto and be collected under any insurance  policy(ies),  such party
hereby  releases the other from any and all liability for such loss or damage to
the extent of such amounts collected.

                  (j) Tenant shall not take out separate insurance concurrent in
form or  contributing in the event of loss with that required to be furnished by
Tenant under Sections 10 and 11 of this Lease, unless Landlord, and with respect
to the insurance described in Section 11, any Mortgagees designated by Landlord,
are included  therein as named  insureds,  with loss payable as in said Sections
provided.  Tenant shall  immediately  notify Landlord whenever any such separate
insurance  is taken to and  shall  deliver  to  Landlord  duplicate  original(s)
thereof,  or  original  certificate(s)  evidencing  the same  with  true  copies
thereof, as provided in this Lease.

         12.      CONDEMNATION.

                  (a) In the  event  that at any  time  during  the term of this
Lease,  title to the whole or  materially  all of the Leased  Premises  shall be
taken by the  exercise  of the right of  condemnation  of  eminent  domain or by
agreement between the Landlord and those authorized to exercise such right, this
Lease shall  terminate and expire on the date of such taking  (herein called the
"Taking Date").

                  (b) If (i) forty (40%) percent or more of the main building on
the Leased  Premises shall be taken,  or (ii) forty (40%) percent or more of the
parking  accommodations,  if any, shall be taken, or `(iii) all reasonable means
of ingress and egress to and from the Leased Premises are permanently eliminated
by reason of such a taking,  then and in any such  events,  Landlord  and Tenant
shall each have the right to  terminate  this Lease on the next date for payment
of Minimum  Rental  occurring at least sixty (60) days after notice to the other
given within  thirty (30) days after the Taking Date;  provided,  however,  that
Tenant  may not  terminate  this  Lease by reason of any such  reduction  of the
parking accommodations,  if any, if prior to the actual reduction Landlord shall
have provided  substitute parking areas adjacent to or in the immediate vicinity
of  the  Leased   Premises,   which,   together  with  the   remaining   parking
accommodations,  are sufficient to produce  accommodations equal to eighty (80%)
percent of this accommodations existing prior to such taking.

                  (c) If and when it shall be established  that this Lease shall
terminate  pursuant to the provisions of subsection (b) of this Section 12, then
Tenant shall, if less than the entire Leased Premises shall have been taken, and
Tenant elects to cancel as a result  thereof,  deliver to Landlord a certificate
of Tenant, signed by the President or any Vice President thereof,  stating that,
in the judgment of the Board of  Directors of Tenant,  the portion of the Leased
Premises  or the means of ingress and egress so taken is  sufficient  to fulfill
the conditions set forth in subdivisions (i), (ii) or (iii) of subsection (b) of
this Section 12.

                  (d) If this Lease shall  terminate  pursuant to the provisions
of  subsection  (a) or (b) of this Section 12, then,  (i) except with respect to
obligations and liabilities of Tenant under

<PAGE>

this Lease,  actual or  contingent,  which have arisen on or prior to the Taking
Date,  this Lease shall  terminate  on the Taking Date upon payment by Tenant of
all installments of Minimum Rental and all other sums then due and payable under
this Lease to and including the Taking Date and (ii) Landlord  shall be entitled
to the entire award  payable in  connection  with such taking,  without claim by
Tenant to all or any part thereof.

                  (e) In the event of any taking of the Leased  Premises  or any
part thereof, if this Lease shall not terminate as provided in subsections 12(a)
and  12(b)  above,  then  this  Lease  shall  continue   unaffected  (except  as
hereinafter  specifically otherwise provided) and the Landlord shall be entitled
to all awards,  damages,  consequential damages and compensation for such taking
and the  Tenant  shall not be  entitled  to share in any such  award or have any
claim against  Landlord for any part thereof,  provided:  (i) Landlord shall, to
the extent the "Net Award"  (defined herein to mean the entire award less all of
Landlord's  expenses  related  thereto) paid for the  Improvements on the Leased
Premises  is made  available  to  Landlord,  reimburse  Tenant  for its costs of
demolition,  repair,  rebuilding and restoration to return the Improvements to a
tenantable condition, oas and when expended, and paid in like manner and subject
to the provisions and conditions  contained in Section 9 above, which provisions
and conditions shall be deemed to apply to such demolition,  repair,  rebuilding
and restoration; and (ii) the Minimum Rental payable by Tenant to Landlord under
Section 3 hereof, from and after the date of restoration of the Leased Premises,
shall be  reduced  in  proportion  to the area (on a square  foot  basis) of the
Improvements  existing  following  such  taking  over the area (on a square foot
basis) of the Improvements  existing on the commencement  date of this Lease. In
the event of any taking  which does not result in a  termination  of this Lease,
Tenant shall promptly make such demolition, repair rebuilding and restoration as
are necessary to return the Leased Premises to a complete architectural unit and
a tenantable condition (in accordance with the Plans and Specifications,  to the
extent same is practicable),  and in the event that the cost of such demolition,
repair,  rebuilding and restoration  shall exceed the Net Award collected by the
Landlord, the Tenant shall pay the deficiency.

                  (f)  Notwithstanding  the foregoing,  Tenant,  at its cost and
expense, shall be entitled to separately claim, in any condemnation  proceeding,
any damages  payable for movable trade fixtures paid for and installed by Tenant
(or any persons claiming under Tenant) without any contribution or reimbursement
therefor by  Landlord,  and for  Tenant's  loss of  business,  and for  Tenant's
relocation  costs;  provided  Landlord's  award  is  not  reduced  or  otherwise
adversely affected thereby.

         13.      REMOVAL OF TENANT'S PROPERTY.

         Provided the Tenant is not then in default hereunder,  the Tenant shall
have the right, at any time during the term of this Lease,  to remove  "Tenant's
Property",   consisting  of  machinery,  trade  equipment,  business  and  trade
fixtures, and other trade equipment placed, installed, supplied or made by it in
or on the Leased Premises at Tenant's cost and expense (without any contribution
or  reimbursement  therefor  by  Landlord),  and  which may be  removed  without
material injury to the Leased Premises;  provided,  however,  that any damage to
the Leased  Premises or any part thereof  occasioned  by such  removal  shall be
repaired  by the  Tenant  at  Tenant's  cost and  expense.  As used  herein  and
hereafter,  the term  "Tenant's  Property"  shall  not  include  or be deemed to
include any item now or hereafter installed in or on the Leased Premises

<PAGE>

that is an  integral  part of the  building,  including,  without  limiting  the
generality of the foregoing,  heating,  ventilating and air conditioning  plants
and  systems,  electrical  and  plumbing  fixtures  and  systems  and other like
equipment and fixtures, if any.

         14.   SUBORDINATION, NON-DISTURBANCE, NOTICE TO LESSORS AND MORTGAGEES.

                  (a) This Lease, and all rights of Tenants  hereunder,  are and
shall be subject and  subordinate  in all respects to all ground and  underlying
leases,  of  all or  any  portions  of the  Leased  Premises,  now or  hereafter
existing,  and to all  Mortgages  which may now or  hereafter  affect all or any
portions of the Leased  Premises  and/or any of such  leases,  to each and every
advance made or hereafter to be made under such Mortgages,  and to all renewals,
modifications,  replacements  and  extension  of such leases and  Mortgages  and
spreaders  and  consolidations  of  such  Mortgages.   The  provisions  of  this
subsection   (a)  shall  be   self-operative   and  no  further   instrument  of
subordination shall be required.  In confirmation of such subordination,  Tenant
shall promptly execute and deliver any instruments that Landlord,  the lessor or
any such  lease  or the  holder  of any  Mortgage,  or any of  their  respective
successors in interest,  may reasonably request to evidence such subordinations,
and Tenant hereby irrevocably  appoints Landlord the  attorney-in-fact of Tenant
to execute and deliver such instrument on behalf of Tenant, should Tenant refuse
or fail to do so  promptly  after  request,  such power  being  coupled  with an
interest. The lease(s) to which, at the time in question,  this Lease is subject
and subordinate are hereinafter  sometimes  called  "Superior  Lease(s)" and the
Lessor(s) of a Superior Lease or its (their)  successor(s)  in interest,  at the
time in question, is (are) sometimes hereinafter called "Superior Lessor(s)". If
any Mortgagees shall,  from time to time, so require,  this Lease shall be prior
in lien to the lien of its or their respective Mortgages.

                  (b) In the  event of any act or  omission  of  Landlord  which
would give Tenant the right,  immediately or after lapse of a period of time, to
cancel or terminate this Lease, or to claim a partial or total eviction,  Tenant
shall not exercise such right (i) until it has given written  notice of such act
or omission to each  Mortgagee and each  Superior  Lessor whose name and address
shall previously have been furnished to Tenant in writing,  and (ii) unless such
act or omission  shall be one which is not capable of being remedied by Landlord
or any Mortgagee or Superior Lessor within a reasonable  period of time, until a
reasonable  period  for  remedying  such  act or  omission  shall  have  elapsed
following  the  giving  of such  notice  and  following  the time  when all such
Mortgagees and Superior  Lessors shall have become entitled under such Mortgages
or Superior  Leases,  as the case may be, to remedy the same  (which  reasonable
period  shall in no event be less  than the  period to which  Landlord  would be
entitled  under this Lease or otherwise,  after similar  notice,  to effect such
remedy), provided any such Mortgagee or Superior Lessor shall with due diligence
give Tenant  written  notice of its intention to and shall commence and continue
to remedy such act or omission,  but nothing herein contained shall obligate any
Mortgagee or Superior Lessor to do so unless it so elects.

                  (c) If a Superior  Lessor or a Mortgagee  shall succeed to the
rights of Landlord under this Lease,  whether through  possession or foreclosure
action or delivery of a new lease or deed,  then at the request of such party so
succeeding to Landlord's rights (herein  sometimes called "Successor  Landlord")
and upon  such  Successors  Landlord's  written  agreement  to  accept  Tenant's
attornment,  Tenant shall attorn to and recognize  such  Successors  Landlord as
Tenant's

<PAGE>

landlord under this Lease, and shall promptly execute and deliver any instrument
that such Successor Landlord may reasonably request to evidence such attornment.
Tenant hereby irrevocably  appoints Landlord the  attorney-in-fact  of Tenant to
execute and deliver such instrument on behalf of Tenant, should Tenant refuse or
fail to do so promptly after request, such power being coupled with an interest.
Upon such  attornment this Lease shall continue in full force and effect as, and
as if it were, a direct lease  between the  Successors  Landlord and Tenant upon
all of the terms, covenants and conditions set forth in this Lease, and all such
terms,  covenants  and  conditions.  shall be applicable  after such  attornment
except that the Successor Landlord shall:

                           (i) not be liable for any previous act or omission of
Landlord under this Lease,

                           (ii) not be  subject  to any  offset,  not  expressly
provided for in this Lease,  which shall have  theretofore  accrued or which may
thereafter accrue to Tenant against Landlord, and

                           (iii) not be bound by any  previous  modification  of
this Lease, not expressly  provided for in this Lease, other than a modification
of this Lease  executed by Landlord  and Tenant  prior to the  execution  of any
Superior  Lease or Mortgage,  or by any  previously  prepayment of more than one
months Minimum Rental,  unless such  modification or prepayment  shall have been
expressly  approved  in writing by the  Superior  Lessor(s)  or the  Mortgagees)
through or by reason of which the Successor Landlord shall have succeeded to the
rights of Landlord under this Lease.

         15.      NON-WAIVER.

         Neither  a failure  by the  Landlord  to  exercise  any of its  options
hereunder,  no  failure  to enforce  its  rights or seek its  remedies  upon any
default, shall effect or constitute a waiver of the Landlord's right to exercise
such option,  to enforce such right, or to seek such remedy with respect to that
default or to any prior or  subsequent  default.  The remedies  provided in this
Lease shall be cumulative  and shall not in any way abridge,  modify or preclude
any other rights or remedies to which the Landlord may be entitled either at law
or in equity.

         16.      QUIET ENJOYMENT.

         If the  Tenant  pays the rent it is  obligated  hereunder  to pay,  and
observes all other terms,  covenants and conditions hereof, it may peaceably and
quietly have,  hold and enjoy the Leased Premises during the term of this Lease,
subject,  however,  to all the terms of this  Lease.  No failure by  Landlord to
comply  with the  foregoing  covenant  shall give  Tenant any right to cancel or
terminate  this Lease or to abate,  reduce or make any deduction from or .offset
against  any rent or any other  sum  payable  under  this  Lease,  or to fail to
perform any other obligations of Tenant hereunder.

         17.      ASSIGNMENT AND SUBLETTING.

                  (a) Tenant shall not sublet the Leased Premises,  nor any part
thereof, nor assign, or otherwise dispose of this Lease or any interest therein,
or any part thereof, without

<PAGE>

Landlord's prior written consent in each of the foregoing cases,  which consent,
however, to an assignment of this Lease, or subletting of the Leased Premises or
part thereof,  shall be in Landlord's sole and absolute discretion and, provided
the following conditions complied with:

                           (i) Any assignment shall transfer to the assignee all
of the Tenant's rights in, and interests under, this Lease.

                           (ii) At the time of any assignment and/or subletting,
this  Lease  must be in full  force and  effect  without  any  breach or default
thereunder on the part of the Tenant.

                           (iii)  Any  assignee,   shall  assume,   by  written,
recordable  instrument,  in form and content  satisfactory to Landlord,  the due
performance of all Tenant's  obligations  under this Lease including any accrued
obligations  at  the  time  of the  assignment.  A copy  of the  assignment  and
assumption  agreement,  both in form  and  content  reasonably  satisfactory  to
Landlord,  fully  executed and  acknowledged  by the  assignee,  together with a
certified copy of a property executed corporate resolution (if the assignee be a
corporation)  authorizing such assumption agreement,  shall be sent to Landlord,
within ten (10) days from the effective date of such assignment.

                           (iv)  A copy  of  any  sublease  fully  executed  and
acknowledged  by the  Tenant  and the  sublessees,  shall be mailed to  Landlord
within ten (10) days from effective date of such subletting.

                           (v)  Such  assignment   and/or  subletting  shall  be
subject to all the provisions, terms, covenants and conditions of this Lease and
the Tenant--assignor and such assignee(s) shall continue to be and remain liable
hereunder,  it. being  expressly  understood  and agreed that no  assignment  or
subletting  of the Leased  Premises  shall,  in any way,  relieve  Tenant or any
subsequent  assignee(s)  from the performance of any of the  agreements,  terms,
covenants and conditions of this Lease.

                           (vi) Each  subleases  permitted  under  this  Section
shall  contain  provisions  to the effect that (A) such sublease is only for the
actual use and occupancy by the sublessee,  and (B) such sublease is subject and
subordinate  to all of the terms,  covenants and conditions of this Lease and to
all of the rights of Landlord thereunder,  and (C) in the event this Lease shall
terminate before the expiration of such sublease, the subtenant thereunder will,
at Landlord's option,  attorn to Landlord and waive any rights the subtenant may
have to  terminate  the  sublease or to surrender  possession  thereunder,  as a
result of the termination of this Lease.

                  (b)  Notwithstanding  anything  contained in this Lease to the
contrary  and  notwithstanding  any consent by  Landlord to any  sublease of the
Leased  Premises or to any assignment of this Lease,  no subtenant  shall assign
its sublease no further  sublease the Leased  Premises,  or any portion thereof,
and no assignee shall further assign its interest in this Lease nor sublease the
Leased  Premises,  or any portion  thereof,  without  Landlord's  prior  written
consent in each of such cases,  such  consent  shall be in  Landlord's  sole and
absolute discretion.

                  (c)  Notwithstanding  anything  contained in this Lease to the
contrary,  should  Tenant  desire to assign  this  Lease or  sublet  the  Leased
Premises,  it shall give  written  notice of its  intention to do so to Landlord
sixty (60) days or more before the effective date of such proposed

<PAGE>

subletting  or  assignment  which  notice  shall state the name of the  proposed
subtenant a copy of the  proposed  sublease and the terms  thereof,  a financial
statement of the proposed  subtenant in a form and  substance  acceptable to the
Landlord and Landlord may, at any time within thirty (30) days after the receipt
of such notice from Tenant, cancel this Lease by giving Tenant written notice of
its intention to do so, in which event such cancellation  shall become effective
upon the date  specified  by  Landlord,  but not less than thirty (30) days more
than  ninety  (90) days after its  receipt  by  Tenant,  with the same force and
effect as if said  cancellation  date were the date  originally set forth as the
expiration  date of the term of this  Lease.  Landlord  may enter  into a direct
lease with the  proposed  subtenant  or  assignee  or with any other  persons as
Landlord may desire.

                  (d) Tenant's  failure to comply with all of the provisions and
conditions of this Section 17 and all of the  subsections  hereof shall (whether
or not Landlord's consent is required under this Section), at Landlord's option,
render any purported  assignment or subletting null and void and of no force and
effect.

                  (e) Tenant may not mortgage,  pledge or otherwise encumber its
leasehold  estate  hereunder,  and any attempt to mortgage,  pledge or otherwise
encumber such estate shall be null and void and of no force and effect.

                  (f) The  Tenant may  consolidate  with or merge into any other
corporation,  convey or transfer all or  substantially  all of its assets to any
other corporation, or permit any other corporation to consolidated with or merge
into it upon condition that:

                           (i)  The   corporation   which   results   from  such
consolidation  or merger or the  transferee  to which  such sale shall have been
made (the "Surviving  Corporation") is a corporation organized under the laws of
any State of the United States,  and the Surviving  Corporation shall have a net
worth,  computed in accordance with generally  accepted  accounting  principles,
consistently  applied  at least  equal to the net  worth  of  Tenant  on the day
immediately preceding such consolidation, merger or transfer; and

                           (ii) the Surviving  Corporation  shall  expressly and
unconditionally  assume by written  agreement in recordable  form to perform all
such  obligations of the Tenant  hereunder and shall be obligated to perform all
such  obligations of the Tenant hereunder to the same extent as if the Surviving
Corporation had originally executed and delivered this Lease; and

                           (iii) no rights of Landlord under this Lease shall be
affected or reduced by such consolidation, merger, conveyance or transfer.

Tenants  covenants  that it will not merge or  consolidate  or sell or otherwise
dispose  of all  or  substantially  all of its  assets  unless  there  shall  be
compliance  with all of the foregoing  provisions  of  subsection  17(g) of this
Lease and unless the  instrument  referred to in  subparagraph  17(f) (ii) above
shall have been delivered to Landlord.

                  (g) Notwithstanding anything to the contrary contained in this
Lease,  Landlord's  consent to a subletting by Tenant or a portion of the Leased
Premises shall not be required, provided and on condition that:

<PAGE>

                           (i)  Such   sublease   shall  be  for  no  more  than
twenty-five  (25%)  percent of the area of the buildings  comprising  the Leased
Premises:

                           (ii)  Tenant  shall,  during the one year period from
the date of such sublease (and any renewals or extensions  thereof),  physically
occupy no less than fifty (50%) percent of the area of the buildings  comprising
the Leased Premises; and

                           (iii)  Tenant,   such  proposed   subtenant  and  the
proposed  sublease (as the case may be) shall  comply in all  respects  with the
applicable provisions of subparagraphs (a)(ii),  (a)(iv),  (a)(v), (a)(vi), (b),
and (d) of this Article 17.

         18.      ENTRY BY LANDLORD.

         Landlord,  any  Superior  Lessor(s)  and any  Mortgagee(s),  and  their
respective  duly  authorized  representatives  shall have the right to enter the
Leased  Premises  at all  reasonable  times  (and at any time in the event of an
emergency) for the purposes of:

                  (a)  inspecting  the  conditions  of  same,  and  making  such
repairs, alterations,  additions, or improvements thereto as may be necessary or
desirable ii Tenant fails to do so as required hereunder (but the Landlord shall
have no duty  whatsoever  to make any such  inspections,  repairs,  alterations,
additions, or improvements); and

                  (b)  exhibiting  the same to persons who may wish to purchase,
finance or lease the same, and during the last twelve (12) months of the term of
this Lease,  placing a notice of reasonable size on the Leased Premises offering
the sane or any part thereof for sale or for rent.

         19.      TENANT'S DEFAULT.

         The following shall be defined and deemed as an "Event of Default":

                  (a) if Tenant shall  default in payment of the Minimum  Rental
or any additional  rent and if Tenant shall fail to cure said default within ten
(10) days after receipt of notice of such default from Landlord;

                  (b) if Tenant shall default in the  performance  or observance
of any other term,  covenant or  condition to be performed or observed by Tenant
under this Lease and if Tenant  shall fail to cure said  default  within  twenty
(20) days after  receipt of notice of said  default  from  Landlord,  or is said
default shall reasonably require longer than twenty (20) days to cure, if Tenant
shall fail to  commence  to cures said  default  within  twenty  (20) days after
receipt of notice thereof and  continuously  prosecute the curing of the same to
completion with due diligence, or

                  (c) if Tenant shall make an assignment of its property for the
benefit of creditors or shall  institute any  proceedings  relating to it or its
property under any bankruptcy or insolvency  laws of any  jurisdiction  or shall
petition to any court for, or consent to, the appointment of a receiver, trustee
or assignee of it or any part of its property, or

                  (d)  if an  order  for  relief  under  any  provisions  of the
Bankruptcy Reform Act of 1978 shall be entered against Tenant, or

<PAGE>

                  (e)  if  Tenant  shall  be  declared   bankrupt  or  insolvent
according to law, or

                  (f) if any  bankruptcy  or  insolvency  proceedings  shall  be
commenced  against  Tenant  and shall not be  dismissed  within  sixty (60) days
thereafter, or

                  (g) if a receiver,  trustee,  or assignee  shall be  appointed
without the consent of Tenant in any  bankruptcy  or insolvency  proceedings  of
Tenant or the property of Tenant and shall not be discharged  within ninety (90)
days thereafter, or

                  (h) if Tenant shall be liquidated or dissolved, or shall begin
proceedings  toward its  liquidation or  dissolution,  or shall,  in any manner,
permit. the divestiture of substantially all of its assets, or

                  (i) if the Leased Premises becomes vacant or deserted; or

                  (j) if any  execution or  attachment  shall be issued  against
Tenant or any of Tenant's property  whereupon the Leased Premises shall be taken
or occupied by someone other than Tenant; or

                  (k) if this Lease is rejected under Section 365 of Title II of
the U.S.  Code  (Bankruptcy Code); or

                  (l) Tenant shall fail to move into and take  possession of the
Leased Premises  within fifteen (15) days after the  commencement of the term of
this Lease; or

                  (m) The occurrence of a Guarantor's Event of Default under the
Guaranty.

                  (n) if, as a result of any  failure  by Tenant to  perform  or
observe any of the terms, covenants or conditions to be performed or observed by
it under this Lease,  a breach or default  shall have occurred and be continuing
under any Superior  Lease or Mortgage.  The word "Tenant" as used in subsections
(c),  (d),  (e),  (f),  (g),  (h) and (i) of this Section 19 shall mean the then
holder of the  Tenant's  interest  in this  Lease  hereunder.  Any  defaults  in
Tenant's  liabilities or obligations  under this Lease occasioned by any acts or
failures to act by any persons having or claiming any right,  title and interest
in or to the Leased  Premises by,  through or under Tenant,  shall be deemed the
default  of Tenant  hereunder.  If this  Lease is  terminated  pursuant  to this
Section 19,  Tenant waives (I) the benefit of any Laws  exempting  property from
liability for rent or for debt,  and (ii) the service of any notice which may be
required by any Laws.

         In  case  of  the  occurrence  of any  Event  of  Default  hereinbefore
provided, the Landlord shall have the immediate right of re-entry and may remove
all persons and property from the Leased Premises by summary proceedings,  force
or  otherwise.  In  addition,  in the  event of the  occurrence  of any Event of
Default  (whether or not Landlord shall elect to re-enter or to take  possession
pursuant  to legal  proceedings  or  pursuant  to any notice  provided  by Laws)
Landlord  shall have the right,  at its option,  to terminate  this Lease on not
less than three (3) days  notice to Tenant  and upon the  giving of said  notice
this Lease and the term  hereof  shall cease and expire on the date set forth in
said  notice,  this Lease and the term hereof shall cease and expire on the date
set forth in said notice as if said date were the expiration date originally set
forth  herein  and/or it may from  time to time,  whether  or not this  Lease be
terminated,  make such alterations


<PAGE>

and repairs as may be reasonably necessary in order to relet the Leased Premises
or any part(s)  thereof for such term or terms (which may extend beyond the term
of this Lease) and at such rental(s) and upon such other terms and conditions as
Landlord in its sole discretion may deem advisable; upon each such reletting all
rentals received by the Landlord from such reletting shall be applied, first, to
the payment of any  indebtedness  (other than rents due  hereunder) of Tenant to
Landlord,  second,  to the payment of any costs and expenses of such  reletting,
including without limitation, brokerage fees (at no greater than customary rates
in the area in which the Leased  Premises is located) and reasonable  attorney's
fees and of the cost of such  alterations  and  repairs,  third,  to the pay any
rents  due and  unpaid  hereunder;  and the  residue,  if any,  shall be held by
Landlord and applied in payment of future rents and other  payments  required to
be made by Tenant  hereunder  as the same may become due and payable  hereunder,
with the right reserved to Landlord to bring such action(s) or proceeding(s) for
the recovery of any deficits remaining unpaid without being obliged to await the
end of  the  term  for a  final  determination  of  Tenant's  account;  and  the
commencement  or  maintenance  of any one or more actions shall not bar Landlord
from bringing other or subsequent  actions for further accruals  pursuant to the
provisions of this Section.  If such rentals received from such reletting during
any month be less than that to be paid  during any month be less than that to be
paid during that month by Tenant hereunder, Tenant shall pay any such deficiency
to Landlord.  Such  deficiency  shall be calculated and paid monthly  subject to
Landlord's right of action(s) or proceeding(s) as aforesaid. No such re-entry or
taking  possession of the Leased  Premises by Landlord  shall be construed as an
election on its part to  terminate  this Lease  unless a written  notice of such
intention be given to Tenant or unless the  termination  thereof be decreed by a
court of competent jurisdiction. Notwithstanding any such .reletting by Landlord
without termination, Landlord may at any time thereafter elect to terminate this
Lease for such previous breach. Should Landlord at any time terminate this Lease
for any breach,  in addition to any other  remedies it may have,  it may recover
from  Tenant all  damages it may incur by reason of such  breach as damages  for
loss of the bargain and not as a penalty,  including the cost of recovering  the
Leased  Premises,  reasonable  attorneys'  fees, and including the worth, at the
time of such  termination,  of the  excess,  if any, of the amount of rental and
charges  equivalent  to the rental and  charges  reserved  in this Lease for the
remainder of the then term of this Lease, over the aggregate rental value of the
Leased  Premises  for  the  remainder  of  such  term,  all of  which  shall  be
immediately  due and payable from Tenant to Landlord.  If any Laws shall validly
limit the  amount of the  damages  provided  for in the  immediately  proceeding
sentence to less than the amount above agreed upon,  Landlord  shall be entitled
to the maximum  amount  allowable  under such Laws. In the event the Tenant does
not comply with its obligations  under this Lease,  Landlord shall also have the
right to appropriate  injunctive  relief. The rights and remedies whether herein
or anywhere else in this Lease provided shall be cumulative, and the exercise of
any one right or remedy shall not preclude the exercise of or act as a waiver of
any other  right or remedy of  Landlord  hereunder,  or which may be existing at
law, or in equity or by statute or otherwise.

         20.      TAX APPEALS AND CONTEST.

                  (a) Tenant shall have the right,  at its cost and expense,  to
contest the amount or validity,  in whole or in part,  of any  Imposition of any
kind by appropriate  proceedings diligently conducted in good faith, but no such
contest shall be carried on or maintained by Tenant after the time limit for the
payment of any Imposition  unless the Tenant,  at its option:  (i) shall pay the
amount involved under protest;  or (ii) shall procure and maintain a stay of all


<PAGE>


proceedings  to enforce any  collection  of any  Imposition,  together  with all
penalties,  interest,  costs and expenses,  by a deposit of a sufficient  sum of
money,  or by  such  undertaking,  as may be  required  or  permitted  by law to
accomplish  such stay;  or (iii) shall  deposit  with  Landlord or any  Superior
Lessor or  Mortgagee,  as  security  for the  performance  by the  Tenant of its
obligations hereunder with respect to such Impositions, such security in amounts
equal to such contested amount or such reasonable security as may be demanded by
the  Landlord or any  Superior  Lessor or  Mortgagee  to insure  payment of such
contested Imposition and all penalties,  interests, costs and expenses which may
accrue  during  the  period of the  contest.  Upon the  termination  of any such
proceedings,  it shall be the  obligation  to Tenant  to pay the  amount of such
Imposition  or part thereof,  as finally  determined  in such  proceedings,  the
payment  of  which  may  have  been  deferred  during  the  prosecution  of such
proceedings,  together with any costs, fees (including counsel fees),  interest,
penalties or other liabilities in connection  therewith,  whereupon the Landlord
shall  arrange to have returned to the Tenant,  without  interest  thereon,  all
amounts,  if any, held by or on behalf of Landlord  which were  deposited by the
Tenant in accordance with the provision hereof.

                  (b) With the prior  written  consent of the  Landlord,  Tenant
shall  have the  right,  at its cost and  expense,  to seek a  reduction  in the
valuation  of the Leased  Premises as assessed for tax purposes and to prosecute
any action or  proceeding  in connection  therewith.  Provided  Tenant is not in
default  hereunder,  Tenant shall be authorized to collect any tax refund of any
tax paid by Tenant obtained by reason thereof and to retain the same.

                  (c) Landlord  agrees that whenever  Landlord's  cooperation is
required in any of the proceedings brought by Tenant as aforesaid, Landlord will
reasonably cooperate therein, provided same shall not entail any cost, liability
or expense to Landlord and Tenant will pay, indemnify and save Landlord harmless
of and from, any and all  liabilities,  losses,  judgments,  decrees,  costs and
expenses  (including all reasonable  attorneys' fees and expenses) in connection
with any such contest and will,  promptly after the final settlement,  fully pay
and discharge the amounts which shall be levied, assessed, charged or imposed or
be determined to be payable therein or in connection therewith, and Tenant shall
perform and observe all acts and obligations,  the performance of which shall be
ordered or decreed as a result thereof.  No such contest shall subject  Landlord
or any Superior  Lessor or Mortgagee to the risk of any material civil liability
or the risk of any criminal  liability,  and Tenant  shall give such  reasonable
indemnity or security to Landlord,  any Superior Lessor and nay Mortgagee as may
reasonably  be demanded by any of them to insure  compliance  with the foregoing
provisions of this Section 20.

         21.      SIGNS.

         Tenant may,  during the term of this Lease,  upon obtaining any and all
necessary permits from governmental authorities, paint or erect and maintain, at
its  cost  and  expense,  signs  of  such  dimensions  and  materials  as it may
reasonably deem  appropriate in or about the Leased Premises.  The Landlord,  on
written  notice to the  Tenant,  shall have the right to approve any such signs,
but the Landlord shall not unreasonably  withhold its consent to the erection of
such signs so long as the signs  preserve  the general  character  of the Leased
Premises.  Such signs shall, at the option of the Landlord, be removed by Tenant
upon the  termination  of its  occupancy  of the  Leased  Premises.  Subject  to
applicable  laws,  such signs may be located on the exterior  walls, on the roof
and inside windows.

<PAGE>


         22.      SURRENDER OF PREMISES.

         Except in the case of  condemnation  described in subsection  12(a), at
the  expiration or sooner  termination  of the term of this Lease,  Tenant shall
surrender the Leased  premises in the same condition as the Leased Premises were
in upon delivery of possession  thereto  under this Lease,  reasonable  wear and
tear excepted,  and shall surrender all keys for the Leased Premises to Landlord
at the place then fixed for the payment of rent and shall inform Landlord of all
combinations on locks, safes and vaults, if any, in the Leased Premises.  Tenant
shall at such time remove all Tenant's  Property,  as well as any alterations or
improvements,  if requested to do so by Landlord, and shall repair any damage to
the Leased  Premises  caused  thereby,  and any or all of such  property  not so
removed shall, at Landlord's  option,  become the exclusive property of Landlord
or be disposed of by Landlord,  at Tenant's  cost and expense,  without  further
notice to or demand upon Tenant.  If the Leased  Premises be not  surrendered as
and when aforesaid,  Tenant shall indemnify  Landlord  against loss or liability
resulting  from the delay by  Tenant  in so  surrendering  the  Leased  Premises
including,  without  limitation,  any  claims  made by any  succeeding  occupant
founded on such delay.  Tenant's  obligation to observe or perform this covenant
shall  survive the  expiration or other  termination  of the term of this Lease.
Notwithstanding  the  foregoing,  Tenant  shall not be  required  to remove  any
alterations  and  improvements  made by Tenant in the Leased  Premises  prior to
April 1, 2005.

         23.      ENVIRONMENTAL REQUIREMENTS.

                  (a)      Definitions:

                           (i) Hazardous Material shall mean any substance:

                               1. the presence of which  requires  investigation
or remediation under any federal, state or local statute, regulation, ordinance,
order, action, policy or common law; or

                               2.  which is or becomes  defined as a  "hazardous
waste," "hazardous substance," pollutant or contaminant under any federal, state
or local statute, regulation, rule or ordinance or amendments thereto including,
without limitation, the Comprehensive  Environmental Response,  Compensation and
Liability Act (42 U.S.C. section 9601 et seq.) and/or the Resource  Conservation
and Recovery Act (42 U.S.C. section 6901 et seq.); or

                               3.   which  is   toxic,   explosive,   corrosive,
flammable,  infectious,  radioactive,   carcinogenic,  mutagenic,  or  otherwise
hazardous and is or becomes  regulated by any  governmental  authority,  agency,
department,  commission,  board, agency or instrumentality of the United States,
the State of New York or any political subdivision thereof; or

                               4. the  presence of which on the Leased  Premises
causes or threatens to cause a. nuisance upon the Leased Premises or to adjacent
properties  or poses or threatens  to pose a hazard,  to the health or safety of
persons on or about the Property; or

                               5. without  limitation  which contains  gasoline,
diesel fuel or other petroleum hydrocarbons; or


<PAGE>

                               6.    without     limitation    which    contains
polychlorinated biphenols (PCBs), asbestos or urea formaldehyde foam insulation.

                           (ii) Environmental  Requirements means all applicable
present and future statutes,  regulations,  rules, ordinances,  codes, licenses,
permits, orders,' approvals, plans, authorizations, concessions, franchises, and
similar items, of all governmental agencies, departments,  commissions,  boards,
bureaus,  or  instrumentalities  of the  United  States,  states  and  political
subdivisions thereof and all applicable judicial, administrative, and regulatory
decrees, judgments, and orders relating to the protection of human health or the
environment, including, without limitation:

                               1. All requirements, including but not limited to
those  pertaining  to  reporting,  licensing,  permitting,   investigation,  and
remediation  of  emissions,  discharges,  releases,  or  threatened  releases of
"Hazardous  Materials,"  chemical  substances,   pollutants,   contaminants,  or
hazardous or toxic  substances,  materials or wastes whether solid,  liquid,  or
gaseous in nature,  into the air,  surface  water,  ground  water,  or land,  or
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,   transport,   or  handling  of   chemical   substances,   pollutants,
contaminants,  or hazardous or toxic substances,  materials,  or wastes, whether
solid, liquid, or gaseous in nature; and

                               2. All requirements  pertaining to the protection
of the health and safety of employees or the public.

                  (b) The  Tenant  promises  that the  Tenant  will not place or
permit to be placed any  Hazardous  Materials  on the Leased  Premises or use or
permit the use of the  Leased  Premises  in a manner  that  violates  applicable
Environmental  Requirements,  and further, that, if at any time it is determined
that  the  operation  or use of the  Leased  Premises  violates  any  applicable
Environmental  Requirements  or that there are  materials  located on the Leased
Premises that, under any Environmental Requirement,  require special handling in
collection, storage, treatment or disposal, the Tenant shall, within thirty (30)
days  after  written  notice  thereof,  take or cause to be  taken,  at its sole
expense,  such  actions as may be  necessary  to comply  with all  Environmental
Requirements.  If the Tenant  shall fail to take such  action,  the Landlord may
make advances or payments  towards  performance or  satisfaction of the same but
shall  be under  no  obligation  so to do;  and all  suns so  advanced  or paid,
including, without limitation,  reasonable counsel fees, fines, or other penalty
payments  and all sums  advanced  or paid in  connection  with any  judicial  or
administrative  investigation or proceeding relating thereto, shall immediately,
upon  demand,  be due from the Tenant and shall bear the Maximum  Rate per annum
set forth from the date the same shall  become  due and  payable  until the date
paid,  and all sums so advanced or paid,  with interest as  aforesaid,  shall be
added as  additional  rent  hereunder.  The Tenant  shall  execute and  deliver,
promptly  after  request,  such  instruments  as the Landlord may deem useful or
required to permit the  Landlord to take any such  action.  Notwithstanding  any
provisions of this section,  if any Hazardous  Materials are found to be located
at or near the  Property,  such  occurrence  is an Event of  Default  under this
Lease.

                  (c) The Landlord may, at its option,  at intervals of not less
than one year, cause an  environmental  audit of the Leased Premises or portions
thereof to be conducted to confirm the Tenant's  compliance  with the provisions
of this Paragraph.

<PAGE>

                  (d) The  Tenant  shall  send  to the  Landlord  copies  of all
notices, letters or other communications  respecting the Lease Premises that are
either  received  by the  Tenant  from any  governmental  or  quasi-governmental
authority or agency concerning Environmental  Requirements or sent by the Tenant
to any such  authority or agency,  promptly upon such receipt or  transmittal by
the Tenant.

                  (e) The Tenant shall indemnify, hold harmless, reimburse, and,
upon request of the Landlord,  defend the Landlord from, against and for any and
all  liability  or  responsibility  that  may at any  time be  imposed  upon the
Landlord  by  reason  of the  Leased  Premises  or any  portion  thereof  or the
operation or use thereof by the Tenant or any prior owner  thereof not complying
fully with all  Environmental  Requirements.  The  provisions of this  paragraph
shall survive the termination of this Lease.

         24.      "LANDLORD" DEFINED.

                  (a) The term  "Landlord"  as used in this Lease means only the
owner of the Leased  Premises,  or the  Mortgagee  in  possession  of the Leased
Premises, for the time being, so that in the event of any sale or other transfer
of the  Leased  Premises,  Landlord  shall be and hereby is  entirely  freed and
relieved of all liabilities and obligations of Landlord hereunder,  and it shall
be deemed  without  further  agreement  between the parties and any successor of
Landlord, that such successors has assumed and agreed to perform and observe all
liabilities and obligations of Landlord hereunder.

                  (b) Notwithstanding anything contained herein to the contrary,
it is  specifically  understood  and  agreed  that  there  shall be no  personal
liability on Landlord in respect of any of the terms,  covenants,  conditions or
provisions of this Lease, and in the event of a breach or default by Landlord of
any of its liabilities and obligations under this Lease,  Tenant and any persons
claiming  by,  through or under  Tenant  shall look  solely to the equity of the
Landlord  in the Leased  Premises  for the  satisfaction  of  Tenant's  and such
persons' remedies and claims for damages.

         25.      TENANT'S PAYMENTS.

         Each and every payment and  expenditure,  other than Minimum Rental and
other than  costs for any  additions,  alterations,  repairs,  replacements  and
improvements to the Improvements,  which are required to be paid by Tenant under
this Lease shall be deemed to be additional rent  hereunder,  whether or not the
provisions requiring payment of such amounts specifically so state, and shall be
payable,  unless otherwise  provided in this Lease, on demand by Landlord and in
the case of the non-payment of any such amount, Landlord shall have, in addition
to all of its  other  rights  and  remedies,  all  of the  rights  and  remedies
available to Landlord hereunder or by Laws in the case of non-payment of Minimum
Rental.  Unless expressly  otherwise provided in this Lease, the performance and
observance by Tenant of all the terms, covenants and conditions of this Lease to
be performed and observed by Tenant hereunder shall be performed and observed by
Tenant at Tenant's  sole cost and  expense.  Tenant  agrees to pay or  reimburse
Landlord,  on demand, for any reasonable costs and expenses that may be incurred
by  Landlord  in  connection  with its review of any  instruments  or  documents
requested  by Tenant  pursuant to this Lease or relating to the Leased  Premises
including but not limited to

<PAGE>

the costs and expenses of making such  investigations as the Landlord shall deem
appropriate  and the  reasonable  legal  fees and  disbursements  of  Landlord's
counsel.  All payments of Minimum Rental  hereunder shall be made to Landlord by
check or wire transfer of federal funds, as Landlord may direct,  at the address
set forth in the beginning  hereof unless  otherwise  provided herein or at such
other address as may be designated by Landlord;.

         26.      RIGHT TO CURE DEFAULTS.

         If Tenant  shall fail to fully  comply with any of its  liabilities  or
obligations  (see  original  document  last line has been cut of f from copy) to
make repairs maintain  various  policies of insurance,  comply with all Laws and
pay all Impositions and bills for utilities),  then (3) days after the giving of
written  notice of such breach to Tenant (except that prior written notice shall
not be required in the event of an emergency)  Landlord shall have the right, at
its option to cure such breach at Tenant's  cost and expense.  Tenant  agrees to
reimburse  Landlord  (as  additional  rent) for all losses,  costs,  damages and
expenses resulting therefrom or incurred in connection therewith,  together with
interest thereon (at a rate equal to the "Maximum Rate"), promptly upon demand.

         27.      COVENANT AGAINST LIENS.

                  (a) If,  because of any act or  omission  (or  alleged  act or
omission) of Tenant,  any mechanic's or other lien,  charge or order for payment
of money or other encumbrances  shall be filed or imposed against Landlord,  any
Superior  Lessor,  any  Mortgagee  and/or any  portion  of the  Leased  Premises
(whether or not such lien, charge,  order or encumbrance is valid or enforceable
as such), Tenant shall, at its cost and expense,  cause same to be discharged of
record or bonded within thirty (30) days after notice to Tenant of the filing or
imposition  thereof;  and Tenant shall indemnify and defend Landlord against and
save Landlord harmless from all losses, costs, damages,  expenses,  liabilities,
suits,   penalties,   claims,  demands  and  obligations,   including,   without
limitation,  reasonable counsel fees,  resulting  therefrom.  If Tenant fails to
comply  with  the  foregoing  provisions,  Landlord  shall  have the  option  of
discharging or bonding any such lien, charge,  order or encumbrance,  and Tenant
agrees  to  reimburse  Landlord  (as  additional  rent) for all  losses,  costs,
damages,  and expenses resulting therefrom or incurred in connection  therewith,
together with interest thereon (at a rate equal to the "Maximum Rate"), promptly
upon demand.

                  (b)  All  materialmen,   contractors,   artisans,   mechanics,
laborers and any other persons now or hereafter furnishing any labor,  services,
materials,  supplies or  equipment  to Tenant with respect to any portion of the
Leased Premises,  are hereby charged with notice that they must look exclusively
to Tenant to obtain  payment for same.  Notice is hereby given that the Landlord
shall not be liable for any labor,  services,  materials,  supplies or equipment
furnished or to be furnished to the Tenant upon credit,  and that no  mechanic's
or other lien for any such labor,  services,  materials,  supplies or  equipment
shall  attach to or affect the estate or interest of the  Landlord in and to the
Leased Premises.

         28.      WAIVER OF REDEMPTION.

         It being  clearly  understood  by Tenant that  Landlord is unwilling to
enter  into any lease of the Leased  Premises  unless  the  statutory  rights or
redemption after a dispossess  proceeding and

<PAGE>

to a second further trial after an action in ejectment shall be waived by Tenant
(unless such second or further  trial results from an Appellate  Court  decision
reversing the decision of the first trial) and Tenant being willing to waive all
such rights of  redemption  conferred by statute in order that it may.  secure a
lease,  Tenant covenants and agrees that in the event of an action for ejectment
or any other action or proceeding to dispossess,  terminating  this Leases,  the
right of  redemption  provided or  permitted  by any Laws,  and the right to any
second or further trial  provided or permitted by any Laws,  shall be and hereby
are  expressly  waived  (unless  such second or further  trial  results  from an
Appellate  Court  decision  reversing the decision of the first  trial).  Tenant
hereby  expressly  waives the service of any notice in writing of  intention  to
re-enter as provided  for or may be provided for in and by the laws of the State
of New York, as the same may from time to time exist.

         29.      LANDLORD'S AND TENANT'S CERTIFICATES.

         Landlord and Tenant  shall,  each  without  charge at any time and from
time to time, within ten (10) days after request by the other party,  certify by
written  instrument,  duly  executed,  acknowledged  and delivered to any ground
lessor,  Mortgagee,  assignee of any  Mortgagee  or  purchaser,  or any proposed
Mortgagee,  or proposed  assignee or  sub-tenant  of Tenant or any other person,
firm or corporation specified by Landlord or Tenant:

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

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

                  (c) The  dates,  if any,  to which  the  rental(s)  and  other
charges under this Lease have been paid in advance.

         30.      WAIVER OF TRIAL BY JURY.

         Landlord  and  Tenant  do  hereby  waive  trial by jury in any  action,
proceeding or counterclaim brought by either against the other, upon any matters
whatsoever arising out of or in any way connected with this Lease,  Tenant's use
or occupancy  of the Leased  Premises,  and/or claim of injury or damage.  It is
further  mutually  agreed  that in the  event  Landlord  commences  any  summary
proceeding for non-payment of Minimum Rental or additional rent, Tenant will not
interpose  any  counterclaim  of  whatever  nature  or  description  in any such
proceeding.

         31.      NET LEASE: NON-TERMINABILITY.

         This is an absolutely net lease, and, except as otherwise  specifically
provided in Section 12 hereof,  this Lease shall not  terminate nor shall Tenant
have any right to  terminate  this  Lease;  nor shall  Tenant be entitled to any
abatement,  deduction, deferment, suspension or reduction of,

<PAGE>

or setoff, defense or counterclaim against, any rentals,  charges, or other sums
payable to Tenant  under this Lease;  nor shall the  respective  obligations  of
Landlord and Tenant be otherwise  affected by reason of damage to or destruction
of the Leased Premises from whatever cause, any taking by condemnation,  eminent
domain or by agreement  between  Landlord and those  authorized to exercise such
rights,  the  lawful or  unlawful  prohibition  of  Tenant's  use of the  Leased
Premises,  the interference with such use by any persons,  corporations or other
entities,  or by reason of any eviction by paramount title, or by reasons of any
default  or breach of any  warranty  by  Landlord  under this Lease or any other
agreement  between  Landlord  and  Tenant or to which  Landlord  and  Tenant are
parties,  or for any other cause whether similar or dissimilar to the foregoing,
any Laws to the  contrary  notwithstanding;  it  being  the  intention  that the
obligations of Landlord and Tenant  hereunder  shall be separate and independent
covenants and agreements and that the Minimum  Rental,  additional  rent and all
other charges and sums payable by Tenant  hereunder shall continue to be payable
in all  events  unless  the  obligations  to pay the same  shall  be  terminated
pursuant  to the express  provisions  of this Lease;  and Tenant  covenants  and
agrees that it will remain  obligated  under this Lease in  accordance  with its
terms,  and that it will not take any action to  terminate,  cancel,  rescind or
void this Lease,  notwithstanding  the bankruptcy,  insolvency,  reorganization,
composition,  readjustment,   liquidation,  dissolution,  winding  up  or  other
proceedings  affecting  Landlord or any assignee of, or successor to,  Landlord,
and notwithstanding any action with respect to this Lease that may be taken by a
trustee or receiver of Landlord or any assignee of, or successor to, Landlord or
by any court in any such proceeding.

         32.      MISCELLANEOUS PROVISION.

                  (a)  NOTICES.  Any  notice,  communication,  request  or other
document or demand  required or  permitted  under this Lease shall be in writing
and shall be given to Landlord or Tenant by first class  certified or registered
mail, return receipt requested,  Federal or like express mail service or by hand
at their respective  addresses  hereinabove set forth, except that following the
commencement  date of this  Lease,  Tenant's  address  shall be deemed to be the
address of the Leased Premises.  Such  notification  shall be deemed given as of
the date of mailing, depositing with a representative of Federal Express or like
express mail service or hand  delivery.  Either party may, from to time,  change
the address at which such written notices,  communications,  requests,  or other
documents  or demands are to be given,  by giving the other  party(ies)  written
notice of such changed address,  pursuant to the terms hereinabove set forth. At
Landlord's  option,  which may be exercised at any time hereafter,  Tenant shall
send copies of any and all said notices and other  communications  designated by
Landlord,  to any Mortgagees and Superior Lessors designated by Landlord, in the
same  manner  as  notices  are  required  to be  sent to  Landlord,  and at such
address(es) as Landlord may from time to time designate by notice to Tenant. The
attorney for the Landlord or Tenant are  authorized  to give any and all notices
on behalf of their respective clients.

                  (b)  RELATIONSHIP  OF THE PARTIES.  It is the intention of the
parties hereto to create the  relationship of Landlord and Tenant,  and no other
relationship whatsoever, and unless expressly otherwise provided herein, nothing
herein  shall be  construed  to make the  parties  hereto  liable for any of the
debts, liabilities or obligations of the other party.

<PAGE>

                  (c) GOVERNING LAWS.  This Lease shall be governed  exclusively
by the  provisions  hereof  and by the laws of the State of New York as the same
may from time to time exist.

                  (d)  INVALIDITY  OF  PARTICULAR  PROVISION.  If  any  term  or
provision of this Lease or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable,  the remainder of this Lease,
or the  application of such term or provision to person or  circumstances  other
than  those  as to which  it is held  invalid  or  unenforceable,  shall  not be
affected thereby and each term and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.

                  (e) WAIVER. Failure on the part of either party to complain of
any action or non-action on the part of the other party,  no matter how long the
same may  continue,  shall never be deemed to be a waiver by either party of any
of its rights  hereunder.  Acceptance by Landlord of Minimum Rental,  additional
rent or any other charges paid by Tenant  hereunder shall not be or be deemed to
be a waiver by Landlord of any default by Tenant,  whether or not Landlord knows
of such default. No waiver at any time of any of the provisions hereof by either
party shall be construed as a waiver of any of the other provision hereunder and
a waiver at any time of any of the provisions hereof shall not be construed as a
waiver at any subsequent time of the same provisions.

                  (f)  COUNTERPARTS.  This  Lease  may be  executed  in  several
counterparts,  each of which shall be deemed an original,  and such counterparts
shall constitute but one and the same instrument.

                  (g) SOLE  AGREEMENT.  This Lease sets forth all the  promises,
inducements,  agreements,  conditions and  understandings  between  Landlord and
Tenant relative to the Leased Premises,  and there are no promises,  agreements,
conditions or understanding,  either oral or written, express or implied between
them, other than as herein set forth.  except as herein otherwise  provided,  no
subsequent  alteration,  amendment,  change or  addition  to this Lease shall be
binding  upon  Landlord or Tenant,  unless  reduced to writing and signed by the
party(ies) to be charged therewith.

                  (h) SHORT FORM OF LEASE.  At the request of either Landlord or
Tenant,  a short form of Lease for recording  purposes only, in form  reasonably
satisfactory to the Landlord's counsel, shall be executed by Landlord and Tenant
and may be recorded by the party  requesting  the same.  In the event such short
form of lease is recorded,  the Tenant shall pay any and all taxes, filing fees,
costs and expenses of such recording  whether such taxes,  fees or costs if even
such costs or fees are ordinarily paid by Landlord.

                  (i)  CAPTIONS.  The  captions  of  the  several  Sections  and
subsection  of this Lease and table of  contents  are not a part of the  context
hereof and shall be ignored in construing this Lease.  They are intended only as
aids in locating various provisions hereof.

                  (j)  SUCCESSORS  AND  ASSIGNS.  Except  as  may  be  expressly
otherwise  provided  herein,  the terms,  covenants and conditions  hereof shall
inure to the benefit of and shall be binding upon  Landlord  and its  successors
and assigns and the terms, covenants and conditions

<PAGE>

hereof  shall inure to the  benefit of and shall be binding  upon Tenant and its
successors and permitted assigns.

                  (k) NO MERGER.  There shall be no merger of this Lease, or the
leasehold estate created by this Lease, with any other estate or interest in the
Leased  Premises,  or any part  thereof,  by  reason  of the fact  that the same
person,  firm,  corporation or other entity may acquire or own or hold, directly
or indirectly,  (i) this Lease or the leasehold estate created by this Lease, or
any interest in this Lease or in any such  leasehold  estate,  and (ii) any such
other estate or interest in the Leased Premises or any part thereof; and no such
merger shall occur unless and until all persons,  corporations,  firms and other
entities having an interest (including a security interest) in (i) this Lease or
the leasehold  estate  created by this Lease;  and (ii) any such other estate or
interest  in the  Leased  Premises,  or any part  thereof,  shall join a written
instrument effecting such merger and shall duly record the same.

                  (l) OWNERSHIP OF LEASED PREMISES. Tenant acknowledged that the
Leased  Premises are the property of Landlord and that Tenant has only the right
to the possession  and use thereof upon the terms,  covenants and conditions set
forth in this Lease.

                  (m)   ENCROACHMENTS,   RESTRICTIONS,   ETC.   If  any  of  the
Improvements shall, at any time, encroach upon any property,  street or right of
way  adjoining  or  adjacent  to the  Leased  Premises,  or  shall  violate  the
agreements  or  conditions  contained  in  any  restrictive  covenant  or  other
agreement affecting the Leased Premises, or any part thereof, or shall hinder or
obstruct any easement or  right-of-way to which the Leased Premises are subject,
or shall impair the rights of others under such easement or  right-of-way,  then
promptly upon the request of the Landlord at the behest of any persons  affected
by any such  encroachment,  violation,  hindrance,  obstruction  or  impairment,
Tenant  shall,  at its cost and expense,  either (i) obtain valid and  effective
waivers or settlements  of all claims,  liabilities  and damages  resulting from
each such encroachment, violation, hindrance, obstruction or impairment, whether
the same  shall  affect  Landlord  or Tenant,  or (ii) make such  changes in the
Improvements  and take such other  actions as shall be  necessary to remove such
encroachments,  hindrances  or  obstructions  and  to  end  such  violations  or
impairments,  including,  if necessary,  but only with Landlord's  prior written
consent,  the  alteration  or  removal  of  any of the  Improvements.  Any  such
alteration  or  removal  consented  to by  Landlord  shall be made by  Tenant in
accordance with the requirements of Section 9, above. Tenant's obligations under
this subsection 32(o) shall survive the expiration or sooner termination of this
Lease.

                  (n) ACCEPTANCE OF SURRENDER.  No surrender to Landlord of this
Lease  or of the  Leased  Premises,  or any  part  thereof,  or of any  interest
therein, shall be valid or effective unless agreed to and accepted in writing by
Landlord  and  consented  to in writing by any and all  Mortgagees  and Superior
Lessors,  and no act or omission by Landlord or any  representative  or agent of
Landlord,  other than such a written  acceptance  by  Landlord,  consented to as
aforesaid, shall constitute an acceptance of any such surrender.

                  (o)  CONSENT BY  LANDLORD.  Wherever  in this  Lease  Landlord
agrees not to  unreasonably  withhold its consent or approval,  or words of like
import, Tenant agrees that is shall not be unreasonable for Landlord to withhold
such  consent or approval (i) if by granting  such consent or approval  Landlord
shall be in violation of any Mortgage affecting the Leased

<PAGE>


Premises, and (ii) the holder of any such Mortgage shall not give its consent or
approval  thereto  where its consent or approval is required by the terms of its
Mortgage.

         33.      SECURITY DEPOSIT.

         Tenant and Landlord hereby acknowledge that $62,110.00 which the Tenant
has previously  deposited with Landlord as security for the faithful performance
and  observance by Tenant of the terms,  provisions and conditions of this Lease
shall  continue as security.  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 the  Minimum  Rental and  additional  rent,
Landlord  may use,  apply or  retain  the whole or any part of the  security  so
deposited  to the extent  required  for the  payment of the  Minimum  Rental and
additional rent or any other sum as to which Tenant is in default or for any sum
which  Landlord  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, and damages or deficiency  accrued before or after
summary  proceedings  or other  re-entry by  Landlord.  In the event that Tenant
shall fully and faithfully comply with all 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  Leased  Premises  to  Landlord.  In the  event  of a sale of the  Land  and
Improvements  or leasing of the  Improvements,  Landlord shall have the right to
transfer the security to the vendee or lessee and  Landlord  shall  thereupon be
released  by Tenant  from all  liability  for the return of such  security;  and
Tenant agrees to look to the new Landlord for the return of said  security;  and
it is  agreed  that the  provision  hereof  shall  apply to  every  transfer  or
assignment made of the security to a new Landlord. 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  Landlord not its  successors  or
assigns shall be bound by any such assignment, encumbrance, attempted assignment
or attempted  encumbrance.  In the event Landlord applies or retains any portion
or all of the security  deposited,  Tenant shall forthwith restore the amount so
applied  or  retained  so  that at all  times  the  amount  deposited  shall  be
$62,110.00.

         34.      LANDLORD'S RIGHT TO BUILD ADDITIONAL IMPROVEMENTS.

                  (a)  Notwithstanding  any other  provisions of this Lease, the
Landlord  reserves the right to construct  additional  Improvements  on the Land
forming  part of the.  Leased  Premises  and  shall  have the  right to do so in
Landlord's  sole and  absolute  discretion  and  reserves the right to rent such
additional  Improvements  to the Tenant or such other third parties or otherwise
utilize all as Landlord may  determine in its sole and absolute  discretion.  In
connection with the  construction of any such  additional  Improvements,  Tenant
shall afford to the  Landlord and its workmen,  license to enter upon the Leased
Premises for the purpose of doing such work as the Landlord  deems  necessary to
complete  the  additional  Improvements  all  without  any claim for  damages or
indemnity  against the  Landlord,  or  diminution  or  abatement in rent for any
reason including  claims for partial  eviction.  Furthermore,  there shall be no
liability on the part of the Landlord by reason of  inconvenience,  annoyance or
injury  to  business   arising  out  of  the  Landlord  making  such  additional
Improvements. After completion of any such additional Improvements,  Landlord or
any such other  authorized  occupant  thereof  shall have the right to enter and
fully  utilize such  premises  and shall have access to adequate  parking on the
Leased Premises as Landlord may determine in its sole and absolute discretion.

<PAGE>

                  (b) (i) For the purposes of this  Section,  the term "Right of
First Refusal Space" shall mean all or any part of the additional  Improvements,
if and to the extent such space is improved in whole or in part by the  Landlord
and becomes available for rent by Landlord.

                           (ii) In the event Landlord intends to lease any Right
of First Refusal  Space,  Landlord  shall notify Tenant of the  availability  or
anticipated  availability of such Space ("Landlord's Notice") and Landlord shall
also advice  Tenant of the then current fair market  rental value of such space,
which shall be based upon the rental rates most recently charged by Landlord for
comparable space for a comparable term to the extent same is available,  setting
forth and taking  into  account  base  periods  for  escalations.  Tenant  shall
thereafter  have thirty (30) days from the date of  Landlord's  Notice to notify
Landlord  if it  shall  desire  to lease  such  Right  of  First  Refusal  Space
("Tenant's  Response"),  the time of notification  to be of the essence.  In the
event  Tenant  elects to lease the Right of First  Refusal  Space,  Landlord and
Tenant  shall  execute  a new  lease  for such  space,  upon the same  terms and
conditions  as are  contained  in this Lease  except that (i) the Right of First
Refusal  Space shall be  delivered in its then "as is"  condition,  and (ii) the
Rent shall mean the higher of the (a) then current  rental per  rentable  square
foot payable by Tenant  pursuant to this Lease (with  adjustment)  multiplied by
the number of square  feet in the Right of First  Refusal  Space or (b) the fair
market  rental  value of the  Right  of First  Refusal  Space as  determined  by
Landlord  as  hereinabove  provided.  Landlord  shall  calculate  the  number of
rentable  square feet  contained in any Right of First Refusal Space in the same
manner  that it  presently  calculates  the  number  of  rentable  square  feet.
Notwithstanding  the  foregoing,  at the  option of either  Landlord  or Tenant,
Landlord and Tenant shall, in lieu of executing a new lease, amend this Lease to
add such Right of First Refusal Space upon the terms set forth herein.

                           (iii) If any  Right of First  Refusal  Space has been
offered to Tenant and Tenant  either (i)  indicates to Landlord that it does not
desire to rent such  Right of First  Refusal  Space,  or (ii)  fails to  deliver
Tenant's Response within the period hereinabove set forth,  Tenant shall have no
further rights to lease such Right of First Refusal Space.

                           (iv) The rent for any  Right of First  Refusal  Space
accepted  by Tenant  shall  commence  immediately  upon the date of  delivery of
vacant possession of such space to Tenant.

                  (c)  If  and  when  the  Landlord   completes  the  additional
Improvements  and Tenant  fails or refuses to exercise its rights to utilize the
Right of First Refusal Space,  the Landlord  agrees that the  obligations of the
Tenant to pay for Impositions  shall be reduced to an amount equal to the amount
of Impositions multiplied by a fraction (the "Tenant's Pro Rata Share") when the
numerator  equals 43,000 and the  denominator  equals the sum of 43,000 plus the
square footage comprising the additional Improvements.  Furthermore,  the Tenant
agrees that it's use of the  unimproved  areas of the Leased  Premises  shall be
limited to Tenant's Pro Rata Share, as determined by Landlord in Landlord's sole
and absolute discretion.

         35.      NO BROKER.

         Each of the  parties  represent  to each other  that no broker  brought
about this Lease and the  Tenant  indemnifies  the  Landlord  and hold  Landlord
harmless from and against any claim made

<PAGE>

by any broker or person for  compensation  or commission due or allegedly due in
connection with this transaction.

         36.      DEFINITIONS.

         For the  purposes of this Lease,  the  following  definitions  shall be
applicable:

         EVENT OF DEFAULT - as defined in Section 19.

         GUARANTEE - any agreements or  undertakings,  written or otherwise,  by
virtue of which any Guarantors  guaranty the performance or observance of any or
all of the terms,  covenants or conditions to be performed or observed by Tenant
under this Lease.

         GUARANTOR - any persons,  firms or entities  who or which  guaranty the
performance or observance of any or all of the terms, covenants or conditions to
be performed or observed by observed by Tenant under this Lease.

         IMPOSITIONS - as defined in Section 5(b).

         IMPROVEMENTS - as defined in Section 1.

         LANDLORD - as defined in Section 24.

         LAWS - as defined in Section 2.

         LEASE YEAR - Any twelve (12) month period during the term of this Lease
commencing on the first day of the first full calendar month of the term of this
Lease.

         LEASED PREMISES - as defined in Section 1.

         MAXIMUM RATE - an annual rate of interest  equal to the Prime Rate plus
two (2%) percent but in no event in excess of the maximum  lawful rate permitted
to be charged by a Landlord  against a defaulting  Tenant for monies advanced by
reasons of Tenant's default.

         MINIMUM RENTAL - as defined in Section 3.

         MORTGAGE - any Mortgage,  deed of trust or other security  interest now
existing or hereafter  created on all or any portion of  Landlord's  interest in
this Lease and/or the Leased Premises.

         MORTGAGEE - the holder of any Mortgage.

         NET AWARD - as defined in Section 12(e).

         PERSON-PERSONS   -  any  individual   (s),   partnership(s),   firm(s),
corporation(s),  business trust(s),  estate(s), legal representative(s) or other
entities of any nature or description whatsoever.

         PLANS AND SPECIFICATION - as defined in Section 9(a) (iv).

<PAGE>


         PRIME RATE - the  highest  Prime Rate  being  published  at the time in
question by The Wall Street Journal, Eastern Edition.

         SUCCESSOR LANDLORD - as defined in Section 14(c).

         SUPERIOR  LEASE  - any  lease  of  all or any  portions  of the  Leased
Premises made by and between any persons,  firms or entities, as lessor, and any
Landlord hereunder, as lessee.

         SUPERIOR LESSOR - the Lessor under any Superior Lease.

         TAKING DATE - as defined in Section 12(a).

         TENANTS CHANGE(S) - as defined in Section 9(a).

         TENANT'S PROPERTY - as defined in Section 13.

         37.      TENANT REPRESENTATIONS.

                  (a) Tenant is a corporation, duly formed, validly existing and
in good  standing  under  the laws of the  State  of New  York.  Tenant  has all
requisite power and authority to own and operate its properties, to carry on its
business as now conducted and proposed to be conducted,  and to execute, deliver
and perform  this  Lease.  Tenant and any  Guarantor  are now able to meet their
respective  debts as they  mature,  the fair  market  value of their  respective
assets  exceeds  their  respective  liabilities  and no bankruptcy or insolvency
proceedings  are pending  against or by or  contemplated  by the Landlord or any
Guarantor. The Tenant and any Guarantor are, to the best of their knowledge, not
in default,  nor have either of them received any notice of any uncured default,
under the terms of any instrument evidencing or securing any indebtedness of the
Tenant  or any  Guarantor,  respectively,  and  there  has,  to be best of their
knowledge,.   occurred  not  event,  which,  if  uncured  or  uncorrected  would
constitute a default under any such  instrument  upon notice or lapse of time or
both;  provided,  however,  that with respect to the  Guarantor any such default
referred to herein shall not be a material default  affecting the ability of the
Guarantor  to comply  with its  obligations  under the  Guaranty.  All  reports,
statements  and other data  furnished  by the Tenant  and any  Guarantor  to the
Landlord in  connection  with the Lease are true,  correct  and  complete in all
material respects and do not omit to state any fact or circumstance necessary to
make the statements  contained  therein not misleading.  This Lease and Guaranty
are  valid  and  binding  obligations   enforceable  in  accordance  with  their
respective terms.

                  (b) Tenant will at all times  maintain,  preserve  and keep in
full force and effect  its  existence,  good  standing,  franchises,  rights and
privileges as an entity under the laws of the State of New York and  Mortgagor's
right to lease and operate the Leased  Premises and to transact  business in New
York.

         38.      AMENDED AND RESTATED LEASE.

         As of the date  hereof,  this  Lease  shall  amend and  restate  in its
entirety the terms and conditions of the certain lease  originally  entered into
as of the  20th day of  December,  1989 by and  between  Landlord  and  Tenant's
predecessor-in-interest  Enzolabs,  Inc., and as subsequently amended by a First
Amendment  to Lease  dated  February  1991,  a Second  Amendment  to Lease dated
January  1,  1993  and  a  Third  Amendment  to  Lease

<PAGE>


dated January 1, 2000 (collectively,  the "ORIGINAL LEASE"), shall supersede, in
all respects,  the terms and  conditions of the Original  Lease,  and this Lease
alone shall govern the rights and obligations of the parties with respect to the
Leased Premises.



                          SIGNATURES ON FOLLOWING PAGE



















<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
instrument under seal as of the day and year first above written.

                                              LANDLORD:

                                              PARI MANAGEMENT CORPORATION


                                              By:
                                                 -----------------------------


                                              TENANT:

                                              ENZO CLINICAL LABS, INC.


                                              By:
                                                  -----------------------------



<PAGE>


                                   EXHIBIT "A"

                                   DESCRIPTION
                                   -----------

         ALL of that  certain  parcel or parcels of land and the  buildings  and
improvements thereon known and numbered as 60 Executive Boulevard, Farmingdale.

















<PAGE>



                                   SCHEDULE 1

         1.       The   Minimum   Rental  during  the  term  of  this  Lease  is
$1,161,000.00  per annum payable in monthly  installments  of $96,750.00 for the
period beginning on April 1, 2005.

         2.       The   Minimum  Rental  reserved  in  this  Lease  and  payable
hereunder shall be adjusted annually on April 1st of each year.

         The  adjustment  for each  year  shall be equal to the  greater  of the
amounts described in paragraphs A and B below (subject to paragraph 3 below) but
in no  event  shall  the  adjustment  in any  given  year  exceed  3%  over  the
immediately prior year:

         A.       (a)      Definitions:  For  the purposes of this Schedule, the
 following definitions shall apply:

                           (i)   The term  "Base Year"  shall mean April 1, 2005
through March 31, 2006.

                           (ii)  The term "Price Index" shall mean "The Consumer
Price Index (All Urban Consumers, New York, N.Y. Northeastern N.J., Long Island)
issued by the Bureau of Labor  Statistics  of the United  States  Department  of
Labor.

                           (iii)  The term "Price Index for the Base Year" shall
mean the average of the monthly

All Items Price Indexes for each of the 12 months of the Base Year.

                  (b)  Effective as of each April  subsequent  to the Base Year,
there shall be made a cost of living  adjustment of the Minimum  Rental  payable
hereunder.  The annual  adjustment  shall be based on the percentage  difference
between the Price Index for the preceding month of March and the Price Index for
the Base  Year.  In the  event the Price  Index for March in any  calendar  year
during the term of this Lease  reflects an increase over the Price Index for the
Base Year, then $1,161,000.00  shall be multiplied by the percentage  difference
between the Price Index for the immediately  preceding March and the Price Index
for the Base Year and the

<PAGE>


resulting  sum shall be added to  $1,161,000.00  effective as of such April 1st.
Said adjusted  Minimum  Rental shall  thereafter  be payable  hereunder in equal
monthly installments until it is readjusted pursuant to the terms of the Lease.

         The following  illustrates  the  intentions of the parties hereto as to
the computations of the  aforementioned  cost of living adjustment in the annual
rent payable hereunder:

         Assuming that said fixed annual rent is $10,000.00 that the Price Index
for the Base Year was 102.0 and that the Price Index for the month of March in a
calendar year following the Base Year was 105.0,  then the  percentage  increase
thus reflected,  i.e., 2.941%  (3.0/102.0) would be multiplied by $10,000.00 and
said fixed annual rent would be  increased by $294.10  effective as of April 1st
of said calendar year.

         In the event that the Price Index ceases to use  1982-1984 as the basis
of  calculation  or if a  substantial  change  is made in the terms or number of
items  contained in the Price  Index,  then the Price Index shall be adjusted to
the figure that would have been arrived at had the manner of computing the Price
Index in effect at the date of this  Lease not been  altered.  In the event such
Price Index (or a successor or substitute index) is not available,  the Landlord
shall select a reliable governmental or other nonpartisan publication evaluating
the information  theretofore  used in determining the Price Index which shall be
used.

         No adjustments or  recomputations,  retroactive or otherwise,  shall be
made due to any revision which may later be made in the first  published  figure
for any month.

                  (c)  Landlord  will  cause  statements  of the cost of  living
adjustments  provided for in subdivision (b) to be prepared in reasonable detail
and delivered to Tenant.

<PAGE>

                  (d) In no event shall the Minimum Rental  originally  provided
to be paid under this Lease (exclusive of the adjustments under this Article) be
reduced, by virtue of this Schedule.

                  (e) Any delay or  failure  of  Landlord,  beyond  April of any
year,  in computing or billing for the rent  adjustments  hereinabove  provided,
shall not constitute a waiver of or in any way impair the continuing  obligation
of Tenant to pay such rent adjustments hereunder.

                  (f)  Notwithstanding  any  expiration or  termination  of this
Lease prior to the Lease  Termination Date (except in the case of a cancellation
by mutual  agreement)  Tenant's  obligation  to pay rent as adjusted  under this
Schedule shall continue and shall cover all periods up to the Lease  Termination
Date, and shall survive any expiration or termination of this Lease; or

         B.     The amount of the immediate prior years adjusted Minimum Rental
multiplied by 1.03.

         3.     In no event shall the adjustment from the immediate prior years'
adjusted  Minimum Rent exceed 3%.