AGREEMENT OF LEASE

made as of this 18th day of  December  1996,  by and  between  WE'RE  ASSOCIATES
COMPANY,  a New York  general  partnership  having its  principal  office at 100
Jericho  Quadrangle,  Jericho,  New  York  11753,  hereinafter  referred  to  as
"Landlord" and CRESCENT PUBLIC COMMUNICATIONS, INC., a New York corporation with
offices located at 101 Park Avenue, Suite 2507, New York, NY 10178,  hereinafter
referred to as "Tenant".

         WITNESSETH:   Landlord and Tenant hereby covenant and agree as follows:

SPACE

         1.  Landlord  hereby  leases to Tenant,  and Tenant  hereby leases from
Landlord the space  consisting  of a portion of the 1st floor  substantially  as
shown on the  rental  plan  initialed  by the  parties  and made part  hereof as
Exhibit 1 in the building known as 6 Nevada Drive,  "C" Building,  Lake Success,
New York (the "Building"), as hereinafter referred to as the "demised premises".
The  parties  agree that for all  purposes  of this lease the  demised  premises
consist of 23,275 of rentable  square  feet.  Tenant  shall also be permitted to
use, on a non-exclusive basis, in common with other tenants at the Building, the
common facilities of the Building.  Such use of such facilities shall be subject
to such reasonable rules,  regulations and procedures  governing the use thereof
as Landlord shall from time to time promulgate.

TERM

         2. The term of this  lease  (the  "Demised  Term")  shall  commence  on
February 1, 1997 hereinafter  referred to as the "Term  Commencement  Date", and
shall terminate on January 31, 2007  hereinafter  referred to as the "Expiration
Date", unless earlier terminated or extended as provided herein.

                  Tenant may occupy all or part of the demised premises prior to
the Term  Commencement  Date,  such occupancy shall be deemed to be under all of
the terms,  covenants,  and conditions of this lease,  excluding the covenant to
pay rent for the period from the commencement of said use or occupancy until the
Term Commencement Date.

RENT

         3. a.  Subject to paragraph b of this  Article,  Article 8, and Article
9.d.  hereof,  the annual  rental rate payable by Tenant  shall be  $128,012.50.
Tenant agrees to pay such rent in equal monthly  installments each in advance on
the first day of each  calendar  month  during the Demised Term at the office of
Landlord,  except  that  Tenant  shall  pay the  first  monthly  installment  on
execution  hereof.  Tenant  shall  pay the  rent  as  above  and as  hereinafter
provided,  without any set off or deduction whatsoever. As used herein, the term
"Lease Year" shall mean each consecutive  twelve (12) calendar month period, the
first such period commencing on the Term Commencement Date

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and ending on the day  immediately  preceding the first  anniversary of the Term
Commencement Date;  provided,  however, if the Term Commencement Date shall be a
date  other than the first day of a calendar  month,  then the first  Lease Year
shall  commence on the Term  Commencement  Date and shall end on the last day of
the month in which the first  anniversary  of the Term  Commencement  Date shall
occur.

                  b. The  fixed  annual  rent set forth in  paragraph  a of this
Article hereof shall be increased,  on each anniversary of the Term Commencement
Date  throughout the demised Term  (including  any renewal  period) by an amount
equal to Five Thousand Eight Hundred and Eighteen Dollars and Seventy-Five Cents
($5,818.75).  This yearly increase shall include all prior escalations  pursuant
to this Article 3.b. and shall be paid to Landlord as  additional  rent in equal
monthly installments. As an example, the annual rental rate shall be $133,831.25
after the first  anniversary of the Term  Commencement  Date, and $139,650 after
the second anniversary of the Term Commencement Date.

                  c. If Tenant  shall  fail to pay when due any  installment  of
fixed annual rent or any payment of additional  rent for a period of twenty (20)
days after such  installment or payment shall have become due,  Tenant shall pay
interest  thereon at the lesser rate of (a) two percent (2%) per annum in excess
of the prime interest rate of Citibank, N.A., as publicly announced from time to
time or, if  Citibank,  N.A.  shall  cease to exist or announce  such rate,  any
similar rate  designated by Landlord  which is publicly  announced  from time to
time by any  other  bank in the City of New York  having  combined  capital  and
surplus in excess of One Hundred  Million and legally  contract to pay, from the
date when such  installment  or payment shall have become due to the date of the
payment thereof; and such interest shall be deemed additional rent. In addition,
Tenant  shall pay to Landlord a one time late fee in the amount of five  percent
(5%) of such overdue amount to compensate Landlord for its administrative  costs
associated with such failure to timely pay. Such fee shall be deemed  additional
rent and shall be payable immediately upon demand. This provision is in addition
to all other rights or remedies  available to Landlord for  nonpayment  of fixed
annual rent or additional rent under this lease and at law and in equity.

USE
         4. The  Tenant  shall use and  occupy  the  demised  premises  only for
administrative  and general offices and the general  operation of pay telephones
and associates business and for no other purpose.

LANDLORD'S ALTERATIONS FOR TENANT, SPRINKLER MODIFICATIONS

         5. a. Landlord will perform the work and make the  installations as set
forth on the Estimate  Sheet  annexed  hereto,  which is  sometimes  hereinafter
referred to as "Landlord's  Initial  Construction".  Tenant shall contribute the
sum of Fifty Thousand ($50,000) Dollars toward Landlord's  Initial  Construction
("Tenant's  Contribution) and the remainder of Landlord's  Initial  Construction
shall be paid for by Landlord.  Tenant's Contribution shall be paid by Tenant to
Landlord as additional rent within five (5) days of the Term Commencement Date.

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                  b. If the New York Board of Fire Underwriters or the Insurance
Services Office or any bureau,  department or official of the federal,  state or
city government require or recommend any changes, modifications, alterations, or
additional  sprinkler  heads  or  other  equipment  be made or  supplied  to the
existing sprinkler system and/or the sprinkler system to be installed as part of
any work to be performed by Tenant in connection with Tenant's  occupancy of the
demised premises, or by reason of Tenant's use of the demised premises or of any
other reason (the "Sprinkler Modifications"),  or if any Sprinkler Modifications
become  necessary to present the  imposition of a penalty or charge  against the
full  allowance for a sprinkler  system in the fire  insurance  rate set by said
Underwriter,  official  or by any  fire  insurance  company,  Tenant  shall,  at
Tenant's sole expense,  promptly make the Sprinkler  Modifications  as required,
whether the work involved shall be structural or non-structural in nature.

HEAT, WATER AND UTILITIES

         6. The Tenant shall provide, at its sole cost and expense,  fuel, heat,
air conditioning,  ventilation, water, electricity and other utilities necessary
for the use and occupancy of the demised premises.

PARKING FIELD

         7. Tenant shall have the right to use  fifty-four  (54) parking  spaces
for the parking of automobiles of the Tenant, its employees and invitees, in the
parking area shown on the Parking  Plan  annexed  hereto and made a part hereof,
subject to the Rules and  Regulations  now or  hereafter  adopted  by  Landlord.
Tenant shall not use nor permit any of its officers,  agents or employees to use
any parking area other than as shown on the Parking Plan.

TAXES, PAYMENT OF ADDITIONAL RENT

         8. a. The Tenant  shall pay to the  Landlord as  additional  rent a sum
equal to  twenty-five  (25%)  percent of all Taxes with  respect to the Building
(based on the ratio of the demised  premises  area of 23,275  square feet to the
Building Area of 93,100 square feet) during and applicable to the Demised Term.

                  b.  As used in and for the purposes of this Article 8, the 
following definition shall apply:

                  The term "taxes" shall be deemed to include all real estate 
taxes and assessments,  special or otherwise and sewer rents,  upon or with 
respect to the Building and the land  allocated to it including all parking 
areas (hereinafter called the "Real  Property").  If, due to any change in the
method of taxation, any franchise,  income,  profit,  sales, rental use and 
occupancy, or other tax shall be  substituted  for,  or  levied against Landlord
or any  owner of the Building or the Real

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Property in lieu of, any real estate taxes,  assessments  or sewer rents upon or
with respect to the Real Property,  such tax shall be included in the term Taxes
for the purposes of this Article.

                  c. Tenant shall pay to Landlord as additional  rent  $5,909.37
per month which is its share of taxes as warranted by Landlord in subparagraph v
of this  Article 8.  Landlord  shall  render to Tenant a statement  containing a
revised  computation  of  additional  rent due under this  Article  ("Landlord's
Statement") at any time and from time to time as such becomes due. Within twenty
(20) days after the rendition of the Landlord's Statement which shows additional
rent to be payable,  Tenant shall pay to Landlord the amount of such  additional
rent.  On the first day of each month  following  rendition  of each  Landlord's
Statement,  Tenant shall pay to Landlord, on account of the potential additional
rent, a sum equal to one-twelfth (1/12th) of the annualized additional rent last
paid by Tenant

                           i.  Following each Landlord's Statement, Tenant shall
be debited with any additional rent shown on such Landlord's  Statement to be 
payable,  and credited with the aggregate  amount paid by Tenant in accordance
with the provisions of subsection 8.c.i above on account of the potential 
additional rent.

                           ii.  The obligations of Landlord and Tenant under the
provisions of this Article 8 with respect to any  additional  rent for any Lease
Year shall survive the expiration or any sooner termination of the Demised Term.

                           iii. In the event that Tenant challenges the amount
of additional rent payable  pursuant  to this  Article 8, then,  as a  condition
precedent to the submission  of a dispute as to such amount to judicial  review,
and pending the determination  of any dispute,  Tenant shall promptly pay the 
additional rent as demanded by Landlord.  After such determination, any 
adjustment in the disputed amount shall be made within thirty (30) days.

                           v. Landlord hereby warrants that the taxes applicable
to the total Building are currently follows:

                              1.      1996 Town Tax: $53,670.74;
                              2.      1996/97 School Tax: $171,061.37; and
                              3.      1996/97 Village Tax: $58,917.60

LANDLORD'S MAINTENANCE OF LANDSCAPING, ROADS, STREETS, PARKING AREA, AND FIRE
INSURANCE ON BUILDING

         9. a. Landlord will maintain in good condition the roof of the Building
and all landscaping,  curbing, sidewalks, roads (including,  without limitation,
the ring-road  system servicing the Lake Success  Quadrangle),  surface drainage
and sanitary waste disposal facilities, water mains, fire hydrants and all other
areas and  facilities  used in common by the  occupants of the Building and Lake
Success  Quadrangle and will furnish and maintain  necessary outside lighting to
such areas and will generally keep clean and remove snow and sand ice therefrom:

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                  b. Landlord  will maintain in good  condition the parking area
demised to the Tenant  herein,  and the driveway and loading  ramps  serving the
demised premises, including snow removal therefrom for the demised premises.

                  c.  Landlord  shall  provide  insurance  on the  Building  and
Improvements  (Tenant shall insure its personal  property pursuant to Article 27
hereof). Such policies shall be issued in the name of Landlord and the mortgagee
as their respective interest might appear. Tenant shall not do anything,  permit
anything to be done, in or about the demised premises which shall (i) invalidate
or be in conflict with the  provisions of any fire or other  insurance  policies
covering  the  Building or any  property  located  therein,  or (ii) result in a
refusal by fire  insurance  companies of good standing to insure the Building or
any such  property in amounts  reasonably  satisfactory  to  Landlord,  or (iii)
subject Landlord to any liability or responsibility  for injury to any person or
property  located  therein at the  beginning  of the Demised Term or at any time
thereafter.  Tenant, at Tenant's expense,  shall comply with all rules,  orders,
regulations,  or requirements of the New York Board of Fire Underwriters and the
New York Fire Insurance  Rating  Organization or any similar body.  Tenant shall
pay all costs, expenses, fines, penalties, or damages, which may be imposed upon
Landlord by reason of Tenant's  failure to comply  with the  provisions  of this
Article 9 and if by reason of such failure the fire  insurance rate shall at the
beginning  of this lease or at any time  thereafter  be higher than it otherwise
would be, then Tenant shall  reimburse  landlord,  as additional rent hereunder,
for that  portion of all fire  insurance  premiums  thereafter  paid by Landlord
which shall have been charged because of such failure by Tenant,  and shall make
such  reimbursement  upon the first day of the month  following  such  outlay by
Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a
schedule or "make up" of rates  applicable  to the Building or property  located
therein  issued by the New York Fire  Insurance  Rating  Organization,  or other
similar body fixing such fire insurance rates,  shall be conclusive  evidence of
the facts  therein  stated  and of the  several  items and  charges  in the fire
insurance rates then applicable to the Building or property located therein.

                  d.  Tenant will pay to  Landlord  as  additional  rent for the
services described in Article 9(a), (b), and (c) above the sum of $25,602.50 per
year, payable in equal monthly installments of $2,133.54 as additional rent.

                  e.  Landlord  shall submit all claims as  necessary  under the
applicable  insurance policy and shall promptly apply all insurance  proceeds to
repair and restore the Building.

LANDLORD'S REPAIRS

         10. Landlord shall make all structural repairs to the demised premises,
during the term of this  lease  with the  exception  of any  structural  repairs
required as a result of the gross  negligence of Tenant,  its agents,  officers,
employees,  patrons,  or  licensees.  Landlord  shall  make all  repairs  to and
maintain Building heating, ventilation, and air conditioning system.

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TENANT'S REPAIRS

         11. a. Tenant shall, throughout the Demised Term, take good care of the
demised  premises and the fixtures  and  appurtenances  therein and, at Tenant's
sole  cost and  expense,  make  all  non-structural  repairs  thereto,  and,  as
required,  non-structural  replacements  thereof, as and when needed to preserve
the  same in good  working  order  and  condition,  reasonable  wear  and  tear,
obsolescence  and damage from the elements,  fire or other  casualty,  excepted.
Tenant  shall also  repair all  damage to the  Building  caused by the moving of
Tenant's  fixtures,  furniture or equipment.  Any repairs or  replacements to be
made  by  Tenant  shall  be  made  with  reasonable  diligence,  in a  good  and
workmanlike  manner  and so as not to  unreasonably  interfere  with  any  other
tenant's  use and  occupancy of the  Building.  Notwithstanding  the  foregoing,
Tenant  shall  repair  promptly  at  Tenant's  sole  cost  and  expense,  to the
reasonable satisfaction of Landlord, (i) all damage or injury to any part of the
Building or to the fixtures,  equipment  and  appurtenances  thereof,  excluding
structural repairs, caused by or resulting from carelessness, omission, neglect,
or improper conduct of Tenant, its agents,  employees,  invitees,  or licensees;
and (ii) all structural  repairs required as a result of the gross negligence of
Tenant, its agents, employees, invitees, or licensees.

                  b.  Tenant  shall,  at its sole  cost and  expense,  clean and
provide the  maintenance  for the  demised  premises  to  Landlord's  reasonable
satisfaction,  including,  without limitation,  the removal of Tenant's garbage,
refuse and trash from the demised  premises and the Building in accordance  with
all  applicable  laws.  Landlord  shall not be obligated at any time to clean or
have  exterminated  any part of the demised  premises  all of which Tenant shall
cause to be kept clean,  free from obnoxious odors and exterminated by Tenant at
its sole cost and expense.

                  c. Except as provided in Article 24 hereof,  there shall be no
allowance  to Tenant for a  diminution  of rental  value and no liability on the
part of Landlord  by reason of  inconvenience,  annoyance  or injury to business
arising  from  Landlord,  Tenant  or others  making  any  repairs,  alterations,
additions  or  improvements  in or to any portion of the Building or the demised
premises, or in or to fixtures,  appurtenances, or equipment thereof. Subject to
subparagraph  e. of Article 9 and except as provided in Article 24,  there shall
be no  liability  upon  Landlord  for  failure of Landlord or others to make any
repairs,  alterations,  additions  or  improvements  in or to any portion of the
Building or of the demised premises, or in or to the fixtures,  appurtenances or
equipment  thereof.  Any  repairs  which  Tenant  may be  required  to carry out
pursuant to the terms hereof may, at Landlord's  option,  be made by Landlord at
the expense of Tenant,  and the expenses  thereof  incurred by Landlord shall be
collectible  as  additional  rent  after the  rendition  of a bill or  statement
therefor.

FLOOR LOADING

         12.  The  emplacement  of any  equipment  which  will  impose an evenly
distributed  floor load in excess of 100  pounds  per square  foot shall be done
only after written  permission is received  from the Landlord.  Such  permission
will be  granted  only  after  adequate  proof is  furnished  by a  professional
engineer that such floor loading will not endanger the structure.

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FIXTURES AND INSTALLATIONS

         13. All  appurtenances,  fixtures,  improvements,  additions  and other
property attached to or built into the demised premises,  whether by Landlord or
Tenant or others, and whether at Landlord's expense, or Tenant's expense, or the
joint  expense of Landlord  and Tenant,  shall become and remain the property of
Landlord,  and shall remain upon and be  surrendered  with the demised  premises
unless Landlord, by notice to Tenant no later than twenty days prior to the date
fixed as the  termination of this lease,  elects to have them removed by Tenant,
in which event, the same shall be removed from the premises by Tenant forthwith,
at Tenant's  expense.  Nothing in this  Article  shall be  construed  to prevent
Tenant's removal of trade fixtures,  but upon removal of any such trade fixtures
from the premises or upon removal of other  installations  as may be required by
Landlord,  Tenant shall  immediately and at its expense,  repair and restore the
premises to the condition  existing prior to installation  and repair any damage
to the demised  premises  or the  Building  due to such  removal.  All  property
permitted  or required to be removed by Tenant at the end of the term  remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election  of  Landlord,  either be  retained  as  Landlord's  property or may be
removed from the  premises at Tenant's  expense.  Tenant  shall,  at  Landlord's
option  exercised  by written  notice to Tenant  given no later than thirty (30)
days prior to the Expiration Date, restore the lobby being constructed by Tenant
at Tenant's  entrance to the Building to the  condition  existing as of the date
hereof.  All the outside walls of the demised premises  including corridor walls
and the outside entrance doors to the demised premises, any balconies,  terraces
or roofs adjacent to the demised premises, and any space in the demised premises
used for shafts,  stacks, pipes,  conduits,  ducts or other building facilities,
and the use  thereof,  as well as access  thereto  in and  through  the  demised
premises for the purpose of operation,  maintenance,  decoration and repair, are
expressly  reserved  to  Landlord,  and  Landlord  does not convey any rights to
Tenant therein.  Notwithstanding the foregoing, Tenant shall enjoy full right of
access to the demised  premises through the public  entrances,  public corridors
and public areas within the Building.

ALTERATIONS

         14. a. Tenant shall make no  alterations,  installations,  additions or
improvements in or to the demised  premises costing in excess of $10,000 without
Landlord's  prior  written  consent  (which  consent  shall not be  unreasonably
withheld), and then only by contractors or mechanics approved by Landlord and at
such  times and in such  manner  as  Landlord  may from time to time  designate.
Landlord shall have the right to make inspections of any such work being carried
out by Tenant or on Tenant's  behalf at any reasonable  time during the progress
of such work.

              b. All installations or work done by Tenant shall be done in a 
good and workmanlike manner and shall at all times comply with:

                           1. Laws, rules, orders and regulations of 
governmental authorities having jurisdiction thereof.

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                           2. Rules and regulations of Landlord.

                           3. Plans and specifications prepared by and at the 
expense of Tenant theretofore  submitted to Landlord for its prior written  
approval in compliance with  subparagraph  a of this Article.  No such  
installations  or work shall be undertaken, started or begun by Tenant, its 
agents, servants or employees, until Landlord  has  approved  such plans and  
specifications; and no amendments or additions to such  plans and specifications
shall be made  without  the prior written consent of Landlord,  and shall be 
subject to Landlord's supervisory fee charge, which shall not exceed 10% of the
 cost of such alteration.

                               Tenant agrees that it will not, either directly 
or indirectly, use any contractors  and/or labor and/or materials if the use of
such contractors and/or labor  and/or   materials  would  or  will  create  any 
difficulty  with  other contractors  and/or  labor  engaged  by  Tenant  or 
Landlord  or  others in the construction,  maintenance and/or operation of the 
Building or any part thereof. Tenant  shall,  before  making  any  alterations,
additions,  installations  or improvements, at its expense,  obtain all permits,
approvals and certificates required by any governmental or quasi-governmental
bodies and (upon completion) certificates of final approval thereof and shall 
deliver promptly  duplicates of all such permits,  approvals and  certificates 
to Landlord and Tenant agrees to carry and will cause  Tenant's  contractors and
sub-contractors to carry such workmen's compensation, general liability, 
personal  and  property damage insurance as Landlord may require.  At Landlord's
request, Tenant agrees to obtain and deliver to Landlord, written and 
unconditional waivers of mechanic's, liens upon the real property in which the 
demised premises are located, for all property in which the demised  premises 
are located, for all work, labor and services  performed and materials  
furnished in connection  with such work after payment therefore, signed by all 
contractors,  sub-contractors,  materialmen and laborers involved in such work.
Notwithstanding the foregoing, if any mechanic's lien is filed against the 
demised premises, or the Building, for work claimed to have  been done for,  or
materials  furnished  to  Tenant  whether  or not done pursuant to this Article
the same shall be  discharged by Tenant within ten days thereafter, at Tenant's
expense, by filing the bond required by law.

                  c. Anything contained herein to the contrary  notwithstanding,
Tenant  shall make no  alterations,  declarations,  installations,  additions or
improvements in or to the demised premises which shall in any way affect utility
services or plumbing  and  electrical  lines.  Moreover,  Landlord  shall not be
deemed to have acted  unreasonably  for withholding  consent to any alterations,
decorations,  installations,  additions or  improvements  which:  (i) involve or
might affect any  structural  or exterior  element of the  Building  outside the
demised  premises  or the  Building,  or (ii) will  require  unusual  expense to
readapt  the  demised  premises to normal  office use on the  expiration  of the
Demised  Term or increase the cost of  construction  or of insurance or taxes on
the Building or of the services  called for hereunder  unless Tenant first gives
assurances  acceptable to Landlord for payment of such  increased  cost and that
such  readoption  will be made prior to the Expiration  Date without  expense to
Landlord.


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REQUIREMENTS OF LAW

         15. a.  Tenant  shall  not do,  and shall  not  permit  Persons  Within
Tenant's  Control to do, any act or thing in or upon the demised premises or the
Building  which  will  invalidate  or be in  conflict  with the  certificate  of
occupancy for the demised premises or the Building or violate any  Requirements.
Tenant  shall,  at Tenant's  sole cost and expense,  take all action,  including
making  any  required  alterations  necessary  to comply  with all  Requirements
(including,  but  not  limited  to,  applicable  terms  of  the  Americans  With
Disabilities Act of 1990 (the "ADA"),  as modified and supplemented from time to
4time) which shall impose any violation,  order or duty upon  Landlord or Tenant
arising from, or in connection with, the demised premises,  Tenant's  occupancy,
use or manner of use of the demised premises (including, without limitation, any
occupancy,   use  or  manner  of  use  that   constitutes  a  "place  of  public
accommodation" under the ADA), or any installations in the demised premises,  or
required by reason of a breach of any of Tenant's  covenants or agreements under
this lease, whether or not such Requirements shall now be in effect or hereafter
enacted or issued,  and  whether or not any work  required  shall be ordinary or
extraordinary or foreseen or unforeseen at the date hereof.  Notwithstanding the
preceding  sentence,  Tenant shall not be  obligated  to perform any  structural
alterations  necessary to comply with any Requirements,  unless compliance shall
be  required  by  reason  of (I)  any  cause  or  condition  arising  out of any
alterations or installations in the demised premises  (whether made by Tenant or
by Landlord on behalf of Tenant), or (ii) Tenant's particular use, manner of use
or occupancy on behalf of Tenant of the demised premises, or (iii) any breach of
any of Tenant's  covenants or agreements  under this lease, or (iv) any wrongful
act or omission by Tenant or Persons Within  Tenant's  Control,  or (v) Tenant's
use or manner of use or occupancy of the demised  premises as a "place of public
accommodation" within the meaning of the ADA.

                  b. Tenant  covenants and agrees that Tenant shall, at Tenant's
sole cost and expense,  comply at all times with all Requirements  governing the
use, generation, storage, treatment and/or disposal of any "Hazardous Materials"
(as defined below), the presence of which results from or in connection with the
act or omission of Tenant or Persons  Within  Tenant's  Control or the breach of
this lease by Tenant or Persons  Within  Tenant's  Control.  The term  Hazardous
Materials  shall mean any  biologically  or chemically  active or other toxic or
hazardous  wastes,  pollutants or  substances,  including,  without  limitation,
asbestos, PCB, petroleum products and by-products,  substances defined or listed
as "hazardous  substances" or "toxic  substances" or similarly  identified in or
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act,  42 U.S.C.  '9601 et seq.,  and as  hazardous  wastes  under  the  Resource
Conservation and Recovery Act, 42 U.S.C.  '6010 et seq., any chemical  substance
or mixture  regulated under the Toxic Substance Control Act of 1976, as amended,
15 U.S.C.  2601, et seq.,  any "toxic  pollutant"  under the Clean Water Act, 33
U.S.C. '466 et seq., as amended, any hazardous air pollutant under the Clean Air
Act, 42 U.S.C. '7401 et seq.,  hazardous materials  identified in or pursuant to
the Hazardous  Materials  Transportation  Act, 49 U.S.C. '1802, et seq., and any
hazardous  or  toxic   substances  or  pollutant   regulated   under  any  other
Requirements.  Tenant shall agree to execute,  from tine to time,  at Landlord's
request,  affidavits,  representations  and the like  concerning  Tenant's  best
knowledge and belief regarding the presence of Hazardous Materials in, on, under
or about the demised premises,

                                        9

<PAGE>



the Building or the Real Property.  Tenant shall indemnify and hold harmless all
Indemnities  from and  against  any loss,  cost,  damage,  liability  or expense
(including attorneys' fees and disbursements) arising by reason of any clean up,
removal,  remediation,  detoxification  action or any other activity required or
recommended of any  Indemnities by any  Governmental  Authority by reason of the
presence  in or about the  Building or the  demised  premises  of any  Hazardous
Materials, as a result of or in connection with the act or omission of Tenant or
Persons Within Tenant's Control or the breach of this lease by Tenant or Persons
Within  Tenant's  Control.  However,  notwithstanding  anything to the  contrary
contained in this  paragraph,  the provisions of this paragraph shall only apply
and be limited to the extent any such  failure to comply  therewith is caused by
Tenant or Persons Within Tenant's Control,  and shall not apply to any violation
which  may have  existed  prior to the  execution  of this  lease.  Furthermore,
Landlord  covenants and agrees that the Building and/or the demised  premises do
not  contain  levels of asbestos  containing  materials  or any other  Hazardous
Materials  above or  exceeding  Requirements.  If at any time during the Demised
Term,  or any renewals  thereof,  it is  determined  that the levels of asbestos
containing   materials  or  any  other  Hazardous   Materials  exceed  any  such
Requirements,  Tenant  shall have the right and option to  terminate  this Lease
immediately upon such occurrence, with written notice to Landlord. The foregoing
covenants and indemnity  shall survive the expiration or any termination of this
lease.

                  c. If Tenant  shall  receive  notice of any  violation  of, or
defaults under, any Requirements,  liens or other encumbrances applicable to the
demised premises, Tenant shall give prompt notice thereof to Landlord.

                  d. If any governmental license or permit shall be required for
the proper and lawful conduct of Tenant's  business and if the failure to secure
such license or permit would, in any way, affect Landlord or the Building,  then
Tenant,  at Tenant's  expense,  shall promptly procure and thereafter  maintain,
submit for  inspection  by Landlord,  and at all times comply with the terms and
conditions of, each such license or permit.

                  e. Tenant,  at Tenant's sole cost and expense and after notice
to Landlord,  may contest, by appropriate  proceedings prosecuted diligently and
in good faith, the legality or  applicability  of any Requirement  affecting the
demised premises  provided that: (a) neither Landlord nor any Indemnitee,  shall
be  subject  to  criminal  penalties,  nor shall the Real  Property  or any part
thereof be subject to being  condemned or vacated,  nor shall the certificate of
occupancy for the demised  premises or the Building be suspended.  or threatened
to be suspended,  by reason of non-compliance or by reason of such contest;  (b)
before the  commencement of such contest,  if Landlord or any Indemnities may be
subject to any civil  fines or  penalties  or if  Landlord  may be liable to any
independent third party as a result of such  non-compliance,  then Tenant shall]
furnish  to  Landlord  either  (I) a bond of a surety  company  satisfactory  to
Landlord, in form and substance reasonably  satisfactory to Landlord,  and in an
amount at least equal to Landlord's  estimate of the sum of (A) the cost of such
compliance,  (B) the  penalties  or fines  that may  accrue  by  reason  of such
non-compliance (as reasonably  estimated by Landlord) and (C) the amount of such
liability to independent  third parties,  and shall indemnify  Landlord (and any
Indemnities) against the cost of such compliance and liability resulting from or
incurred in connection with such contest or

                                       10

<PAGE>



non-compliance; or (ii) other security satisfactory in all respects to Landlord;
(c) such non-compliance or contest shall not constitute or result in a violation
(either  with the giving of notice or the  passage of time or both) of the terms
of any mortgage or superior  lease  affecting the Building,  or if such superior
lease or mortgage  conditions such  non-compliance or contest upon the taking of
action or furnishing of security by Landlord, such action shall be taken or such
security shall be furnished at the expense of Tenant;  and (d) Tenant shall keep
Landlord regularly advised as to the status at such proceedings.

                  f. For the  purposes of this  Article,  and  elsewhere in this
lease,  (I) the term "Persons  Within  Tenant's  Control" shall mean and include
Tenant, all of Tenant's respective principals,  officers,  agents,  contractors,
servants, employees,  licensees and invitees; (ii) the term "Requirements" shall
mean all present and future laws, ordinances,  requirements, orders, directives,
rules and regulations of federal,  state, county and city governments and of all
other  governmental  authorities  having or claiming  jurisdiction over the Real
Property;  (iii) the term  'Indemnities"  shall  mean  Landlord,  its  trustees,
partners,  shareholders,  officers, directors, employees, agents and contractors
and the  managing  agent,  if any (and  the  partners,  shareholders,  officers,
directors and employees and  contractors of such managing  agent),  of Landlord;
and (iv) the term  "Governmental  Authority"  shall  mean The  United  States of
America,  the State of New York,  the  County of  Nassau,  the  Village  of Lake
Success,  any  political   subdivision  thereof  and  any  agency,   department,
commission,  board,  bureau  or  instrumentality  of any of the  foregoing,  now
existing or hereafter created,  having jurisdiction over the Building,  the Real
Property, or any portion thereof.

END OF TERM

         16. a. Upon the  expiration or other  termination  of the Demised Term,
Tenant shall quit and surrender to Landlord the demised  premises,  broom clean,
in good order and condition, ordinary wear excepted, and Tenant shall remove all
of its  property,  and shall  repair all damage to the  demised  premises or the
Building occasioned by such removal.  Any property not removed from the premises
shall be deemed  abandoned by Tenant and may be disposed of in any manner deemed
appropriate by the Landlord.  Tenant  expressly  waives,  for itself and for any
person  claiming  through or under  Tenant,  any rights which Tenant or any such
person  may have  under the  provisions  of  Section  2201 of the New York Civil
Practice Law and Rules and of any successor law of like import then in force, in
connection with any holdover summary proceedings which Landlord may institute to
enforce the foregoing provisions of this Article. Tenant's obligation to observe
or perform this covenant  shall survive the  expiration or other  termination of
the  Demised  Term.  If the last day of the Demised  Term or any removal  hereof
falls on Sunday or a legal holiday,  this lease shall expire on the business day
immediately preceding.

                  b. Tenant acknowledges that possession of the demised premises
must be surrendered  to Landlord at the expiration or sooner  termination of the
Demised Term.  Tenant  hereby  agrees to indemnify  and save  Landlord  harmless
against any and all costs,  damages,  claims,  loss or liability  resulting from
delay by Tenant in so  surrendering  the demised  premises,  including,  without
limitation, any claims made by any succeeding tenant, founded on such delay. The
parties recognize

                                       11

<PAGE>



and agree  that the  damage to  landlord  resulting  from any  failure by Tenant
timely to surrender  possession  of the demised  premises as  aforesaid  will be
extremely  substantial,  will  exceed  the amount of  monthly  rent  theretofore
payable  hereunder,  and will be  impossible  of  accurate  measurement.  Tenant
therefore  agrees that if possession of the demised  premises is not surrendered
to landlord on or before the date of the expiration or other  termination of the
Demised Term, time being of the essence with respect thereto,  then, in addition
to any other remedies and/or damages otherwise  available to Landlord  hereunder
or at law, Tenant agrees to pay Landlord, for each month and for each portion of
any  month  during  which  Tenant  holds  over  in the  demised  premises  after
expiration  or other  termination  of the Demised  Term,  a sum equal to two (2)
times the rent and additional rent  (inclusive of escalations)  that was payable
per month under this lease  during the last month of the term  thereof.  Nothing
contained herein shall be construed to constitute  Landlord's  consent to Tenant
remaining in possession of the demised  premises  after the  expiration or other
termination of the Demised Term. Landlord shall be entitled to pursue any action
necessary   to   recover   immediate   possession   of  the   demised   premises
notwithstanding  Tenant's  payment  of the  aforementioned  sum.  The  aforesaid
provisions of this paragraph shall survive the expiration or sooner  termination
of the demised Term.

QUIET ENJOYMENT

         17.  Landlord  covenants and agrees with Tenant that upon Tenant paying
the rent and  additional  rent  and  observing  and  performing  all the  terms,
covenants and conditions on Tenant's part to be observed and  performed,  Tenant
may  peaceably and quietly  enjoy the demised  premises  during the Demised Term
without  hindrance or  molestation  by anyone  claiming by or through  Landlord,
subject,  nevertheless,  to the terms,  covenants  and  conditions of this lease
including, but not limited to, Article 22.

SIGNS

         18.  Tenant may place on the outside of the Building a sign in size and
type to be approved by the Landlord  which  approval  shall not be  unreasonably
withheld and which sign shall be in conformity with applicable laws  ordinances,
and  regulations.  Tenant  shall  remove  such sign at the  expiration  or other
termination  of this  Lease and  shall  repair  any  damage  resulting  from the
installation,  maintenance, or removal of the sign. The exterior of the Building
is not a part of the demised premises, and accordingly,  Tenant (except pursuant
to this  Article)  may not place or  install  anything  on the  exterior  of the
Building.

RULES AND REGULATIONS

         19.  Tenant and Tenant's  agents,  employees,  visitors,  and licensees
shall  faithfully  comply with the Rules and Regulations set forth on Schedule A
annexed hereto and made part hereof,  and with such further reasonable Rules and
Regulations  as  Landlord  at any time may make and  communicate  in  writing to
Tenant which, in the Landlord's judgment, shall be necessary for the reputation,
safety,  care or  appearance  of the  Building  and land  allocated to it or the
preservation of

                                       12

<PAGE>



good order  therein,  or the  operation  or  maintenance  of the  Building,  its
equipment  and such land,  or the more  useful  occupancy  or the comfort of the
tenants or others in the  Building.  Landlord  shall not be liable to Tenant for
the  violation  of any of said  Rules  and  Regulations,  or the  breach  of any
covenant or condition of any lease by any other  tenant in the  Building.  Rules
and Regulations shall be uniformly applied where possible.

ASSIGNMENT AND SUBLETTING

         20. a. Tenant,  for itself,  its successors,  undertenants and assigns,
(all  of  the  foregoing  hereinafter  referred  to as the  "Tenant")  expressly
covenants  that it shall not assign,  mortgage or encumber this  agreement,  nor
underlet  the  demised  premises or any part  thereof,  or license or permit the
demised  premises  or any part  thereof to be used by others,  without the prior
written  consent of the Landlord in each  instance  (which  consent shall not be
unreasonably  withheld or delayed),  and otherwise upon due compliance  with the
provisions of this Article 20.

                  b.  Prior  to  requesting  the  approval  of  Landlord  to  an
assignment or subletting as  hereinafter  provided,  Tenant shall,  by notice as
provided in Article 34,  advise the  Landlord  of all the terms,  covenants  and
conditions of the Tenant's proposed sublease or assignment.

                  c. Upon Tenant's due compliance with the aforesaid  provisions
of this Article 20, Landlord agrees not to unreasonably  withhold its consent to
an  assignment  or  subletting,  provided that the Tenant is not then in default
under this lease and that the proposed  assignee or  undertenant  is financially
responsible,  of good  reputation and engaged in a business  compatible with the
business  generally carried on in the Building and that the proposed  assignment
or sublease would not be  inconsistent  with any agreement  previously made with
any other tenant,  and further provided that such assignee or undertenant  shall
execute and deliver to Landlord  an  assumption  agreement  wherein it agrees to
perform all the  obligations of the Tenant under this lease in form  appropriate
for recording.

                  d. No assignment of this lease or  underletting of the demised
premises  shall  release  or  discharge  the  Tenant  hereunder  from any of its
obligations  to be  performed  under this  lease.  The consent by Landlord to an
assignment or  underletting  shall not in any way be construed to relieve Tenant
from  obtaining  the  express  consent  in writing of  Landlord  to any  further
assignment or underletting.

                  e.  Anything  contained  in this  Article  20 to the  contrary
notwithstanding,  Tenant,  without having to obtain the consent of Landlord, may
assign this lease to any  successor by merger,  consolidation  or sale of all or
substantially  all of the  assets  or stock of  Tenant  (whether  or not  Tenant
survives  such  merger,  consolidation  or  sale)  and may  sublet  the  demised
premises,  or assign this lease, to any entity that controls,  is controlled by,
or is under  common  control with  Tenant,  provided  that (1) in the case of an
assignment,   the  net  worth  of  the  assignee  (in  the  case  of  a  merger,
consolidation  or sale,  after giving  effect to such merger,  consolidation  or
sale),  is not less than the net worth of the Tenant named herein as of the date
hereof, and (2) a copy of said assignment, in

                                       13

<PAGE>



recordable  form,  containing  a full  assumption  by the  assignee  of all  the
Tenant's  obligations  hereunder,  or said  sublease,  as the  case  may be,  is
delivered to the Landlord  prior to the  effective  date  thereof.  Tenant shall
provide Landlord with evidence reasonably satisfactory to Landlord regarding the
net worth of such assignee, where applicable.

                  f. Except as expressly otherwise provided in Section 20.e 
hereof, the following shall be deemed an "assignment" of this lease for the 
purposes of Article 20:

                     i.  an assignment of a part interest in this lease;

                     ii. one or more sales or transfers, by operation of 
law or otherwise, or creation of new stock or issuance of additional shares of
stock,  resulting in a transfer of at least fifty-one (51%) percent of the out-
standing stock of Tenant, if Tenant is a  corporation,  or of any  corporate  
subtenant,  except  that the transfer of the outstanding capital stock of any 
corporate tenant, or subtenant, shall be deemed  not to include  the sale of 
such  stock by persons or  parties, other than those deemed  "affiliates"  of 
Tenant  within the meaning of Rule 144 promulgated  under  the  Securities  Act
of 1933, as amended, through the "over-the-counter market" or through any 
recognized stock exchange;

                     iii. one or more sales or transfers, by operation of law or
otherwise, resulting in a transfer of at least fifty-one (51%) percent of the 
total interests in Tenant, if Tenant is a partnership, or in any partnership 
subtenant; or

                     iv.  Tenant's entering into a takeover agreement affecting
this lease.

         For the  purposes of this  Article  20, a  modification,  amendment  or
extension of a sublease shall be deemed a sublease.

                  g. If Tenant assigns,  sells, conveys,  transfers,  mortgages,
pledges or sublets this lease, the demised  premises,  or any portion thereof in
violation of this Article 20, or if the demised premises are occupied by anybody
other than Tenant,  Landlord may collect  rent from any  assignee,  sublessee or
anyone who claims a right to this  Agreement  or  letting  or who  occupies  the
demised  premises,  and  Landlord  shall apply the net amount  collected  to the
annual rental herein  reserved;  and no such collection shall be deemed a waiver
by Landlord of the  covenants  contained  in this Article nor an  acceptance  by
Landlord of any such assignee,  sublessee, claimant or occupant as Tenant, nor a
release  of Tenant  from the  further  performance  by  Tenant of the  covenants
contained herein.

LANDLORD'S ACCESS TO PREMISES

         21.      a. Landlord or Landlord's agents shall have the right to enter
and/or pass through the demised premises at all times to examine the same, to 
show them to mortgagees, ground lessors, prospective purchasers or lessees or 
mortgagees of the Building, and to make such repairs, improvements or additions
as Landlord may deem necessary or desirable and Landlord shall be

                                       14

<PAGE>



allowed to take all material into and upon and/or through said demised  premises
that may be required  therefor.  During the one (1) year prior to the expiration
of the Demised  Term,  or any  renewal  term,  Landlord  may exhibit the demised
premises  to  prospective  tenants or  purchasers  at all  reasonable  hours and
without unreasonably  interfering with Tenant's business. If Tenant shall not be
personally present to open and permit an entry into said premises,  at any time,
when for any reason an entry therein shall be necessary or permissible, Landlord
or  Landlord's  agents  may enter the same by a master  key,  without  rendering
Landlord  or such agent  liable  therefor  (if during  such  entry  Landlord  or
Landlord's agents shall accord reasonable care to Tenant's property).  If during
the last month of the Demised  Term,  Tenant  shall have removed all of Tenant's
property  therefrom,   Landlord  may  immediately  enter,  alter,   renovate  or
redecorate  the demised  premises  without  limitation  or abatement of rent, or
incurring  liability to Tenant for any  compensation  and such act shall have no
effect on this lease or Tenant's obligations hereunder.

                  b.  Landlord  shall  also  have the  right at any time to use,
maintain and replace pipes and conduits in and through the demised  premises and
to erect new pipes and  conduits  therein,  to  change  the  arrangement  and/or
location  of  entrances  or  passageways,  doors and  doorways,  and  corridors,
elevators,  stairs,  toilets or other  public parts of the  Building,  provided,
however,  that Landlord shall make no change in the arrangement  and/or location
of entrances  or  passageways  or other public parts of the Building  which will
adversely  affect in any  material  manner  Tenant's  use and  enjoyment  of the
demised  premises.  Landlord shall also have the right, at any time, to name the
Building,  to display appropriate signs and/or lettering on any or all entrances
to the  Building,  and to change the name,  number or  designation  by which the
Building is commonly known.

                  c.  Neither this lease nor any use by Tenant shall give Tenant
any right or easement to the use of any door or passage or concourse  connecting
with any other building or to any public conveniences, and the use of such doors
and passages and  concourse  and of such  conveniences  may be regulated  and/or
discontinued  at any time and from time to time by  Landlord  without  notice to
Tenant.

                  d.  The  exercise  by  Landlord  or its  agents  of any  right
reserved  to  Landlord  in this  Article  shall  not  constitute  an  actual  or
constructive  eviction,  in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations  under this
lease, or impose any liability upon Landlord,  or its agents, or upon any lessor
under any ground or underlying lease, by reason of inconvenience or annoyance to
Tenant, or injury to or interruption of Tenant's business, or otherwise.

                  e.  Anything   contained  in  this  Article  to  the  contrary
notwithstanding, any access to the demised premises by Landlord shall be subject
to  reasonable  prior  notice  (which may be  verbal)  except in the event of an
emergency, in which event no notice shall be necessary.

SUBORDINATION

         

                                       15

<PAGE>


     22.  a. This lease is subject and subordinate in all respects to all ground
leases and/or underlying  leases and to all mortgages  which may now or 
hereafter be placed on or affect such  leases  and/or the Real Property of which
the demised premises form a part,  or any part or  parts of such  real property,
and/or Landlord's interest or estate therein, and to each advance made and/or 
hereafter to be made under any such mortgages,  and to all renewals,  
modifications,  consolidations, replacements  and  extensions  thereof  and  all
substitution therefor.  This subparagraph a. shall be self-operative and no 
further instrument of subordination shall be required.  In confirmation of such
subordination,  Tenant shall execute and deliver  promptly any  certificate that
Landlord  and/or any mortgagee  and/or the lessor under any ground or underlying
lease and/or their respective successors in interest may request.

                  b. Without  limitation of any of the provisions of this lease,
in the event that any  mortgagee or its assigns shall succeed to the interest of
Landlord or of any  successor-Landlord  and/or shall have become  lessee under a
new ground or  underlying  lease,  then, at the option of such  mortgagee,  this
lease shall nevertheless  continue in full force and effect and Tenant shall and
does hereby  agree to attorn to such  mortgagee  or its assigns and to recognize
such mortgagee or its respective assigns as its Landlord.

                  c.  Tenant  shall,  at any time and from time to time upon not
less than fifteen (15) days' prior notice by Landlord, execute,  acknowledge and
deliver  to  Landlord  a  statement  in  writing  certifying  that this lease is
unmodified  and in full force and  effect (or if there have been  modifications,
that  the  same  is in full  force  and  effect  as  modified  and  stating  the
modifications),  and the  dates to which  the  rent,  additional  rent and other
charges  have been paid in advance,  if any,  and stating  whether or not to the
best  knowledge  of the  signer of such  certificate  Landlord  is in default in
performance of any covenant,  agreement,  term, provision or condition contained
in this lease and, if so,  specifying  each such default of which the signer may
have  knowledge,  it being intended that any such statement  delivered  pursuant
hereto may be relied upon by any  prospective  purchaser  or lessee of said Real
Property  or any  interest  or estate  therein,  any  mortgagee  or  prospective
mortgagee thereof or any prospective  assignee of any mortgage  thereof.  If, in
connection with obtaining financing or refinancing for the Building and the land
allocated to it, a banking,  insurance or other recognized  institutional lender
shall  request  reasonable  modifications  in this lease as a condition  to such
financing,  Tenant will not  unreasonably  withhold,  delay or defer its consent
thereto,  provided that such  modifications  do not increase the  obligations of
Tenant hereunder or materially  adversely  affect the leasehold  interest hereby
created.

                  d. Landlord shall use its reasonable best efforts to obtain an
agreement  (a  "Non-Disturbance  Agreement")  from The Mitsui  Trust and Banking
Company Limited,  the holder of the mortgage  encumbering the Real Property,  in
the form annexed hereto as Exhibit 2, in favor of Tenant, providing in substance
that so long as Tenant is not in  default  under  the terms of this  lease,  the
right of possession of Tenant to the demised  premises  shall not be affected or
disturbed by such holder in the exercise of any of its rights under the mortgage
or any note secured thereby,  and any sale of the Real Property  pursuant to the
exercise of any rights and remedies  under the  mortgage or  otherwise  shall be
made  subject to Tenant's  right of  possession  under this lease.  Such efforts
shall  include   making  a  written   request  to  each  such  holder  for  such
Non-Disturbance

                                       16

<PAGE>



Agreement.  Landlord  shall  incur no  liability,  nor shall  this  lease or the
obligations of Tenant and Landlord  hereunder be affected in any manner,  in the
event  Landlord shall be unable to obtain a  Non-Disturbance  Agreement from the
holder of any mortgage in favor of Tenant.  Furthermore,  Landlord  shall not be
required to incur any expense  (other than a reasonable  processing  fee) or pay
any consideration in order to obtain any  Non-Disturbance  Agreement in favor of
Tenant.

PROPERTY LOSS, DAMAGE, REIMBURSEMENT, INDEMNIFICATION

         23. a.  Landlord  or its  agents  shall not be liable for any damage to
property of Tenant or of others entrusted to employees of the Building,  nor for
the loss of or damage to any property of Tenant by theft or otherwise.  Landlord
or its  agents  shall not be liable  for any  injury  or  damage to  persons  or
property  resulting  from  fire,   explosion,   falling  plaster,   steam,  gas,
electricity,  electrical disturbance, water, rain or snow or leaks from any part
of the  Building or from the pipes,  appliances  or  plumbing  works or from the
roof,  street or  subsurface  or from any other  place or by  dampness or by any
other cause of whatsoever  nature,  unless caused by or due to the negligence of
Landlord, its agents, servants or employees; nor shall Landlord or its agents be
liable for any such damage caused by other tenants or persons in the Building or
caused by  operations  in  construction  of any private,  public or quasi public
work; nor shall Landlord be liable for any latent defect in the demised premises
or in the  Building.  If at any time any  windows of the  demised  premises  are
temporarily  closed or  darkened  incident  to or for the  purpose  of  repairs,
replacements,  maintenance  and/or  cleaning in, on, to or about the Building or
any part or parts  thereof,  Landlord  shall not be liable for any damage Tenant
may  sustain  thereby  and  Tenant  shall not be  entitled  to any  compensation
therefor  nor  abatement  of rent nor shall  the same  release  Tenant  from its
obligations  hereunder nor  constitute an eviction.  Tenant shall  reimburse and
compensate  Landlord as additional rent for all expenditures made by, or damages
or  fines  sustained  or  incurred  by  Landlord  due  to   non-performance   or
non-compliance  with or breach or  failure  to  observe  any term,  covenant  or
condition of this lease upon  Tenant's part to be kept,  observed,  performed or
complied with. Tenant shall give immediate notice to Landlord in case of fire or
accidents in the demised premises or in the Building or of defects therein or in
any fixtures or equipment. Insert 23 b and c

                  b. Tenant shall indemnify and save harmless  Landlord  against
and from any and all claims by and on behalf of any person or  persons,  firm or
firms,  corporation or corporations arising from the conduct or management of or
from  any  work  or  thing  whatsoever  done  (other  than  by  Landlord  or its
contractors or the agents or employees of either) in and on the demised premises
during the Demised Term and during the period of time, if any, prior to the Term
Commencement Date that Tenant may have been given access to the demised premises
for the purpose of making  installations,  and will further  indemnify  and save
harmless Landlord against and from any and all claims arising from any condition
of the demised premises due to or arising from any act or omission or negligence
of Tenant or any of its agents, contractors,  servants, employees,  licensees or
invitees,  and against and from all costs,  expenses and liabilities incurred in
connection  with any such  claim or  claims  or  action  or  proceeding  brought
thereon;  and in case any action or  proceeding be brought  against  Landlord by
reason of any such claim, Tenant, upon notice from Landlord, agrees that

                                       17

<PAGE>



Tenant, at Tenant's expense, will resist or defend such action or proceeding and
will employ  counsel  therefor  reasonably  satisfactory  to Landlord.  Tenant's
liability  under this lease extends to the acts and omissions of any  subtenant,
and any agent, contractor, employee, invitee or licensee of any subtenant.

                  c. Landlord shall  indemnify and save harmless  Tenant against
and from any and all claims by and on behalf of any person or  persons,  firm or
firms,  corporation or corporations arising from the conduct or management of or
from any work or thing  whatsoever done (other than by Tenant or its contractors
or the agents or employees of either) in and on the demised  premises during the
Demised  Term  and  during  the  period  of  time,  if any,  prior  to the  Term
Commencement Date that Tenant may have been given access to the demised premises
for the purpose of making  installations,  and will further  indemnify  and save
harmless  Tenant  against and from any and all claims arising from any condition
of the demised premises due to or arising from any act or omission or negligence
of Landlord or any of its agents, contractors, servants, employees, licensees or
invitees,  and against and from all costs,  expenses and liabilities incurred in
connection  with any such  claim or  claims  or  action  or  proceeding  brought
thereon;  and in case any  action or  proceeding  be brought  against  Tenant by
reason of any such  claim,  Landlord,  upon  notice  from  Tenant,  agrees  that
Landlord,   at  Landlord's  expense,  will  resist  or  defend  such  action  or
proceeding, and will employ counsel therefor reasonably satisfactory to Tenant.

DESTRUCTION-FIRE OR OTHER CASUALTY

         24. If the demised  premises shall be damaged by fire or other casualty
and if Tenant shall give prompt notice to Landlord of such damage,  Landlord, at
Landlord's expense, shall promptly repair such damage.  However,  Landlord shall
have no  obligation  to repair any damage to, or to replace,  Tenant's  personal
property  or any other  property  or effects of  Tenant.  If the entire  demised
premises shall be rendered  untenantable by reason of any such damage,  the rent
shall  abate for the period  from the date of such  damage to the date when such
damage  shall have been  repaired,  and if only a part of the  demised  premises
shall be so rendered  untenantable,  the rent shall abate for such period in the
proportion  which  the  area of the part of the  demised  premises  so  rendered
untenantable bears to the total area of the demised premises.  However, if prior
to the date when all of such  damage  shall have been  repaired  any part of the
demised  premises so damaged shall be rendered  tenantable  and shall be used or
occupied by Tenant or any person or persons  claiming  through or under  Tenant,
then the amount by which the rent shall abate shall be equitably apportioned for
the period from the date of any such use or  occupancy to the date when all such
damage shall have been repaired.  Tenant hereby  expressly waives the provisions
of Section 227 of the New York Real  Property  Law, and of any  successor law of
like import then in force, and Tenant agrees that the provisions of this Article
shall  govern  and  control  in  lieu  thereof.  Notwithstanding  the  foregoing
provisions  of this Section,  if, prior to or during the Demised  Term,  (i) the
demised  premises shall be totally  damaged or rendered  wholly  untenantable by
fire or other casualty,  and if Landlord shall decide not to restore the demised
premises,  or (ii) the  Building  shall be so damaged by fire or other  casualty
that,  in   Landlord's   opinion,   substantial   alteration,   demolition,   or
reconstruction  of the  Building  shall be required  (whether or not the demised
premises shall be damaged or rendered untenantable), then, in

                                       18

<PAGE>



any of such events,  Landlord at Landlord's option,  may give to Tenant,  within
ninety  (90)  calendar  days after such fire or other  casualty,  a thirty  (30)
calendar days' notice of termination of this lease and, in the event such notice
is given,  this  lease and the  Demised  Term  shall  come to an end and  expire
(whether  or not said term shall have  commenced)  upon the  expiration  of said
thirty (30)  calendar  days with the same effect as if the date of expiration of
said thirty  (30)  calendar  days were the  Expiration  Date,  the rent shall be
apportioned as of such date and any prepaid portion of rent for any period after
such date shall be refunded by Landlord to Tenant.

SUBROGATION

         25. Each of the parties  hereto and their  successors or assigns hereby
waives any and all  rights of action  for  negligence  against  the other  party
hereto  which may  hereafter  arise for damage to the  premises  or to  property
therein  resulting  from any  fire or other  casualty  of the  kind  covered  by
standard fire insurance policies with extended  coverage,  regardless of whether
or not, or in what amounts,  such  insurance is now or hereafter  carried by the
parties hereto,  or either of them. The foregoing release and waiver shall be in
force only if both releasors' insurance policies contain a clause providing that
such a release or waiver shall not  invalidate  the  insurance and also provided
that such a policy can be obtained  without  additional  premiums.  Both parties
agree to use their best efforts to obtain and  maintain a waiver of  subrogation
from their respective carriers if they are insured.

EMINENT DOMAIN

         26. a. In the event  that the whole of the  demised  premises  shall be
lawfully  condemned or taken in any manner for any public or  quasi-public  use,
this lease and the term and estate  hereby  granted  shall  forthwith  cease and
terminate as of the date of vesting of title. In the event that only one part of
the demised premises shall be so condemned or taken,  then,  effective as of the
date of  vesting  of  title,  the rent  hereunder  shall be  abated in an amount
thereof  apportioned  according to the area of the demised premises so condemned
or taken. In the event that only a part of the Building shall be so condemned or
taken,  then (a) Landlord (whether or not the demised premises be affected) may,
at its option, terminate this lease and the term and estate hereby granted as of
the date of such  vesting  of title  by  notifying  Tenant  in  writing  of such
termination  within 60 days  following  the date on which  Landlord  shall  have
received  notice of vesting  of title,  and (b) if such  condemnation  or taking
shall be of a substantial  part of the demised premises or of a substantial part
of the means of access  thereto,  Tenant  shall have the right,  by  delivery of
notice in writing to Landlord  within 60 days following the date on which Tenant
shall have received  notice of vesting of title, to terminate this lease and the
term and  estate  hereby  granted  as of the date of  vesting of title or (c) if
neither  Landlord nor Tenant elects to terminate this lease, as aforesaid,  this
lease shall be and remain unaffected by such condemnation or taking, except that
the rent shall be abated to the  extent,  if any,  hereinabove  provided in this
Article  26. In the event that only a part of the demised  premises  shall be so
condemned or taken and this lease and the term and estate hereby granted are not
terminated as hereinbefore provided,  Landlord will, at its expense, restore the
remaining  portion of the demised  premises as nearly as practicable to the same
condition as it was in prior to such condemnation or taking.

                                       19

<PAGE>





                  b.  In  the  event  of a  termination  in  any  of  the  cases
hereinabove provided, this lease and the term and estate granted shall expire as
of the date of such  termination  with the same  effect as if that were the date
hereinbefore  set for the expiration of the Demised Term, and the rent hereunder
shall be apportioned as of such date.

                  c. In the  event of any  condemnation  or  taking  hereinabove
mentioned  of all or a part of the  Building,  Landlord  shall  be  entitled  to
receive the entire award in the  condemnation  proceeding,  including  any award
made for the value of the  estate  vested by this  lease in  Tenant,  and Tenant
hereby  expressly  assigns to Landlord any and all right,  title and interest of
Tenant now or hereafter arising in or to any such award or any part thereof, and
Tenant  shall be  entitled  to receive no part of such  award,  except  that the
Tenant may file a claim for any taking of removable fixtures owned by Tenant and
for moving expenses incurred by Tenant.

         It is  expressly  understood  and agreed  that the  provisions  of this
Article  26  shall  not  be  applicable  to  any   condemnation  or  taking  for
governmental occupancy for a limited period.

LIABILITY INSURANCE

         27. a. Tenant will keep in force, at Tenant's expense at all times 
during the Demised Term and during such other times as Tenant occupies the 
demised premises or any part thereof:

             i.  commercial general liability insurance or comprehensive general
liability  insurance  with broad form  endorsement  with  respect to the demised
premises and the operation of Tenant and any Persons under Tenant's  Control in,
on or about the demised  premises  in which the limits of coverage  shall be not
less  than  Five  Million  Dollars   ($5,000,000)   combined  single  limit  per
occurrence;

             ii. statutory workers' compensation coverage and employers' 
liability as required by state law;

             iii. business interruption insurance for a period of not less than
one year and such other  insurance as Tenant deems  necessary to protect its 
property and its business against all perils commonly insured against by prudent
tenants;

             iv. such other insurance with respect to the demised premises and 
in such amounts as Landlord may from time to time reasonably require against 
such other insurable hazards or risks which at the time are commonly insured 
against in the case of property similar to the demised premises and used as 
provided herein.

             b. The foregoing limits shall be increased from time to time in the
event that Landlord, in its reasonable judgment, shall determine that the 
amounts of insurance are inadequate

                                       20

<PAGE>



to pay any claims that may be brought under the foregoing policies. All policies
required by this lease shall be written on an  occurrence  basis.  Such policies
are to be written by a company  having a general policy  holder's  rating of not
less than A and a rating in financial  size of not less than XI, as rated in the
most current "Best's"  insurance  reports,  and authorized and licensed to issue
such policies in the State of New York.  Any such  insurance  required of Tenant
hereunder  may be furnished by Tenant  under any blanket  policy  carried by it,
providing  the policy  properly  allocates  the  required  limits to the demised
premises,  or under a separate policy thereof.  Each policy evidencing insurance
as required to be carried by Tenant  pursuant to this Article  shall contain the
following  provisions  and/or  clauses:  (i) a  cross-liability  clause;  (ii) a
provision that such policy and the coverage  carried by Landlord shall be excess
insurance;  (iii) a provision including Landlord,  Landlord's managing agent and
other  parties  (including  mortgagees)  designated  by Landlord  as  additional
insureds with respect to commercial general liability  insurance;  (iv) a waiver
by the  insurer  of any  right of  subrogation  against  Landlord,  its  agents,
employees  and  representatives  which  arises  or might  arise by reason of any
payment under such policy or by reasons of any act or omission of Landlord,  its
agents,  employees,  or representatives;  (v) a severability  clause; and (vi) a
provision that the insurer will not cancel, materially change, reduce aggregates
or coverage or fail to renew the coverage  provided by such policy without first
giving  Landlord and all  additional  insureds  thirty (30) days' prior  written
notice.

                  c. A copy of each paid-up  policy or  certificate of insurance
accompanied by original  endorsements signed by the insurance company evidencing
the  policies   required   hereunder,   along  with   evidence  of  payment  and
appropriately  authenticated  by the insurer or its authorized  agent certifying
that such  policy  has been  issued  providing  the  coverage  required  by this
Article,  and  containing  provisions  specified  herein,  shall be delivered to
Landlord  not less than  fifteen  (15) days prior to the earlier of (x) the Term
Commencement  Date,  or (y) the date Tenant shall first take  possession  of the
demised premises for any purpose, and, upon renewals,  not less than thirty (30)
days prior to the expiration of such coverage.

                  d. If Tenant fails to deliver to Landlord on time any required
evidence  of  insurance  coverage,  or  fails to carry  any  insurance  required
hereunder, or by law or governmental regulations,  then Landlord may (but is not
obligated  to) purchase the required  coverage on behalf of Tenant,  as provided
above,  in which event  Tenant  shall pay to Landlord on demand the cost of such
insurance  coverage  plus ten  percent  (10%) of the  amount  of such  cost as a
service  charge to  Landlord.  No such  purchase by  Landlord  shall be deemed a
waiver of Tenant's  default and Landlord may pursue its full rights and remedies
on account of such default.

DEFAULT

         28.      a. Upon the occurrence at any time prior to or during the 
Demised Term, of any one or more of the following events (referred to as "Events
of Default"):

                     i. if Tenant shall fail to pay when due or within the 
applicable grace period any installment of rent or additional rent, and such 
default shall continue for a period of five (5) days after notice by Landlord to
Tenant of such default; or

                                       21

<PAGE>





                    ii. if Tenant shall default in the observance or performance
of any term, covenant or condition of this lease on Tenant's part to be observed
or performed (other  than the  covenants  for the payment of rent and additional
rent) and Tenant  shall fail to remedy such  default  within ten (10) days after
notice by Landlord to Tenant of such default,  or if such default is of such a 
nature that it cannot be completely remedied within said period of ten (10) days
and Tenant shall not commence  within said period of ten (10) days, or shall not
thereafter diligently prosecute to completion,  all steps necessary to remedy 
such default; or

                   iii. if Tenant or Tenant's guarantor hereunder (if any) shall
file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a
bankrupt or become insolvent, or shall file any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the present or any future federal  bankruptcy act or any
other present or future  applicable  federal,  state or other statute or law, or
shall make an  assignment  for the benefit of creditors or shall seek or consent
to or acquiesce in the  appointment  of any trustee,  receiver or  liquidator of
Tenant or of all or any part of Tenant's property; or

                    iv. if, within thirty (30) days after the commencement of 
any proceeding against Tenant, whether by the filing of a petition or otherwise,
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
act or other present of future applicable federal, state or other statute or 
law, such proceeding  shall not have been dismissed,  or if, within thirty (30) 
days after the appointment of any trustee,  receiver or liquidator of Tenant, or
of all or any part of Tenant's  property,  without the consent or  acquiescence
of Tenant, such appointment shall not have been vacated or otherwise discharged,
or if any execution or attachment shall be issued against Tenant or any of 
Tenant's property  pursuant to which the demised  premises  shall be taken or 
occupied or attempted to be taken or occupied; or

                      v. if Tenant shall default in the observance or 
performance of any term, covenant or  condition on Tenant's  part to be observed
or  performed  under any other  lease with  Landlord  of space in the  Building
and such default  shall continue beyond any grace period set forth in such other
lease for the remedying of such default; or

                     vi.  if the demised premises shall become vacant, deserted
or abandoned; or

                    vii.  if Tenant's interest in this lease shall devolve upon
or pass to any person, whether by operation of law or otherwise, except as 
expressly permitted under Article 20;

then, upon the  occurrence,  at any time prior to or during the Demised Term, of
any one or more of such Events of Default,  Landlord, at any time thereafter, at
Landlord's  option, may give to Tenant a five (5) days' notice of termination of
this lease and, in the event such notice is given, this lease

                                       22

<PAGE>



and the Demised  Term shall come to an end and expire  (whether or not said term
shall have  commenced)  upon the  expiration of said five (5) days with the same
effect as if the date of  expiration  of said five (5) days were the  Expiration
Date, but Tenant shall remain liable for damages as provided in Article 29.

                  b. If, at any time,  (I) Tenant  shall be comprised of two (2)
or more persons,  or (ii) Tenant's  obligations under this lease shall have been
guaranteed by any person other than Tenant,  or (iii) Tenant's  interest in this
lease shall have been assigned,  the word "Tenant",  as used in subsection (iii)
and (iv) of Section 28.a, shall be deemed to mean any one or more of the persons
primarily or secondarily  liable for Tenant's  obligations under this lease. Any
moneys  received by Landlord  from or on behalf of Tenant during the pendency of
any proceeding of the types referred to in said subsections (iii) and (iv) shall
be  deemed  paid as  compensation  for the use  and  occupation  of the  demised
premises and the  acceptance of any such  compensation  by Landlord shall not be
deemed an  acceptance  of rent or a waiver on the part of Landlord of any rights
under Section 28.a.

REMEDIES

         29. a. If Tenant  shall fail to pay when due or within  the  applicable
grace period any  installment of rent or additional  rent and such default shall
continue  for a period of five (5) days after  notice by  Landlord  to Tenant of
such default,  or if this lease and the Demised Term shall expire and come to an
end as provided in Article 28:

                i. Landlord and its agents and servants may immediately, or at
any time after such  default or after the date upon which this lease and the 
Demised Term shall  expire and come to an end,  re-enter  the  demised  premises
or any part thereof, without notice, either by summary proceedings or by  any
other applicable action or proceeding,  or by force or otherwise (without being
liable to indictment,  prosecution or damages therefor),  and may repossess the
demised premises and dispossess  Tenant and any other persons from the demised 
premises and remove any and all of their property and effects from the demised 
premises; and

               ii. Landlord, at Landlord's option, may relet the whole or any 
part or parts of the  demised  premises  from time to time,  either in the name
of Landlord or otherwise,  to such tenant or tenants,  for such term or terms
ending before, on or after the  Expiration  Date,  at such  rental or rentals
and upon such other conditions, which may include concessions and free rent 
periods, as Landlord, in its sole discretion,  may determine.  Landlord shall 
have no obligation to relet the demised  premises or any part  thereof and shall
in no event be liable for refusal or failure to relet the demised premises or 
any part thereof, or, in the event of any such reletting, for refusal or failure
to collect any rent due upon any such  reletting, and no such refusal or failure
shall operate to relieve Tenant of any  liability  under this lease or otherwise
to affect any such liability.  Landlord, at Landlord's option, may make such 
repairs, replacements, alterations, additions, improvements,  decorations and 
other physical changes in and to the  demised  premises as  Landlord,  in its 
sole  discretion,  considers advisable  or  necessary  in  connection  with any
such  reletting  or  proposed reletting,  without  relieving  Tenant  of any 
liability  under  this  lease or otherwise affecting any such liability.

                                       23

<PAGE>





              b.  Tenant,  on its own  behalf  and on behalf of all  persons
claiming through or under Tenant, including all creditors, does hereby waive any
and all rights which Tenant and all such persons might  otherwise have under any
present  or  future  law to redeem  the  demised  premises,  or to  re-enter  or
repossess the demised premises, or to restore the operation of this lease, after
(I) Tenant shall have been dispossessed by a judgment or by warrant of any court
or  judge,  or (ii) any  re-entry  by  Landlord,  or  (iii)  any  expiration  or
termination  of this  lease  and the  Demised  Term,  whether  such  dispossess,
re-entry,  expiration or termination shall be by operation of law or pursuant to
the provisions of this lease.  In the event of a breach or threatened  breach by
Tenant, or any persons claiming through or under Tenant,  of any term,  covenant
or  condition  of this  lease on  Tenant's  part to be  observed  or  performed,
Landlord  shall have the right to enjoin such breach and the right to invoke any
other remedy allowed by law or in equity as if re-entry, summary proceedings and
other  special  remedies  were not provided in this lease for such  breach.  The
rights to invoke the remedies  hereinbefore  set forth are  cumulative and shall
not  preclude  Landlord  from  invoking  any other  remedy  allowed by law or in
equity.

DAMAGES

         30. a. If this lease and the Demised  Term shall  expire and come to an
end as provided in Article 28 or by or under any summary proceeding or any other
action or  proceeding,  or if Landlord  shall  re-enter the demised  premises as
provided in Article 29 or by or under any summary proceeding or any other action
or proceeding, then, in any of said events:

                i. Tenant shall pay to Landlord all rent, additional rent and 
other charges payable under this lease by Tenant to Landlord to the date upon 
which this lease and the Demised Term shall have expired and come to an end or
to the date of re-entry upon the demised premises by Landlord, as the case may
be; and

               ii. Tenant shall also be liable for and shall pay to Landlord, as
damages, any  deficiency  (referred to as  "Deficiency")  between the rent and 
additional rent  reserved  in  this  lease  for  the  period  which  otherwise
would  have constituted  the  unexpired  portion of the Demised Term and the net
amount, if any, of rents collected under any reletting  effected pursuant to the
provisions of Section  29.a for any part of such  period  (first  deducting from
the rents collected under any such reletting all of Landlord's expenses in 
connection with the termination of this lease or Landlord's re-entry upon the 
demised  premises and such  reletting  including,  but not  limited  to, all  
repossession  costs, brokerage  commissions,  legal expenses,  attorney's fees,
alteration costs and other expenses of preparing the demised premises for such 
reletting).  Any such Deficiency shall be paid in monthly installments by Tenant
on the days specified in this lease for payment of installments of rent. 
Landlord shall be entitled to recover from Tenant each monthly Deficiency as the
same shall arise, and no suit to collect the amount of the Deficiency for any 
month shall prejudice Landlord's right  to  collect  the  Deficiency  for  any
subsequent month by a similar proceeding; and


                                       24

<PAGE>



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

                  b. If the  demised  premises,  or any part  thereof,  shall be
relet together with other space in the Building, the rents collected or reserved
under  any  such  reletting  and the  expenses  of any such  reletting  shall be
equitably  apportioned  for the purposes of this Article 30.  Tenant shall in no
event be entitled to any rents collected or payable under any reletting, whether
or not such rents shall exceed the rent  reserved in this lease.  Solely for the
purposes of this  Article,  the term rent as used in Section 30.a shall mean the
rent in effect  immediately  prior to the date  upon  which  this  lease and the
Demised Term shall have expired and come to an end, or the date of re-entry upon
the demised  premises by Landlord,  as the case may be, plus any additional rent
payable  pursuant  to the  provisions  of  Articles  8 & 9 for  the  Lease  Year
immediately  preceding  such event.  Nothing  contained in Articles 28 and 29 or
this Article  shall be deemed to limit or preclude the recovery by Landlord from
Tenant of the maximum amount allowed to be obtained as damages by any statute or
rule of law,  or of any sums or damages to which  Landlord  may be  entitled  in
addition to the damages set forth in Section 30.a.

FEES AND EXPENSES

         31. a. If Tenant shall  default in the  performance  of any covenant on
Tenant's part to be performed in this lease contained, Landlord may immediately,
or at any time thereafter,  without notice,  perform the same for the account of
Tenant.  If Landlord at any time is compelled to pay or elects to pay any sum of
money,  or do any act which will  require  the  payment of any sum of money,  by
reason of the  failure of Tenant to comply  with any  provision  hereof,  or, if
Landlord  is  compelled  to or  does  incur  any  expense  including  reasonable
attorneys'  fees,  instituting,  prosecuting  and/or  defending  any  action  or
proceeding  instituted by reason of any default of Tenant hereunder,  the sum or
sums so paid by Landlord with all interest,  costs and damages,  shall be deemed
to be additional  rent hereunder and shall be due from Tenant to Landlord on the
first day of the month following the incurring of such respective  expenses,  or
at Landlord's option on the first day of any subsequent month. In the event that
Landlord shall institute any such action or proceeding by reason of a default by
Tenant. hereunder, and Tenant shall thereafter cure such default before judgment
is  entered in such  action or  proceeding,  the sum of $500  shall  immediately
become due and payable from Tenant

                                       25

<PAGE>



to Landlord as and for  liquidated  damages on account of Landlord's  attorneys'
fees and other costs and expenses in  connection  therewith  (said sum not to be
deemed  to be, or  construed  as, a  limitation  on  Landlord's  right to obtain
reasonable  attorneys'  fees in a greater  amount  where such  default is not so
cured).  Any sum of money  (other  than rent)  accruing  from Tenant to Landlord
pursuant  to any  provision  of this lease,  whether  prior to or after the Term
Commencement  Date, may, at Landlord's  option,  be deemed  additional rent, and
Landlord  shall have the same  remedies for Tenant's  failure to pay any item of
additional rent when due as for Tenant's  failure to pay any installment of rent
when due.  Tenant's  obligations under this Article shall survive the expiration
or sooner termination of the Demised Term.

                  b. If any legal  action or  proceeding  is  brought  by either
party against the other  pertaining  to or arising out of this lease,  the final
prevailing party shall be entitled to recover all costs and expenses,  including
reasonable attorneys' fees, incurred on account of such action or proceeding.

NO WAIVER

         32. a. No act or thing done by Landlord or Landlord's agents during the
Demised Term hereby demised shall be deemed an acceptance of a surrender of said
demised  premises,  and no  agreement  to accept such  surrender  shall be valid
unless in writing  signed by Landlord.  No employee of Landlord or of Landlord's
agents shall have any power to accept the keys of said demised premises prior to
the termination of this lease.  The delivery of keys to any employee of Landlord
or of Landlord's  agents shall not operate as a  termination  of this lease or a
surrender of the demised  premises.  In the event of Tenant at any time desiring
to have Landlord underlet the demised premises for Tenant's account, Landlord or
Landlord's  agents are authorized to receive said keys for such purposes without
releasing Tenant from any of the obligations under this lease, and Tenant hereby
relieves  Landlord  of any  liability  for loss of or damage to any of  Tenant's
effects in connection  with such  underletting.  The failure of Landlord to seek
redress  for  violation  of, or to insist  upon the strict  performance  of, any
covenant or condition of this lease, or any of the Rules and Regulations annexed
hereto and made a part  hereof,  or  hereafter  adopted by  Landlord,  shall not
prevent a subsequent act, which would have  originally  constituted a violation,
from  having all the force and effect of an original  violation.  The receipt by
Landlord  of rent with  knowledge  of the breach of any  covenant  of this lease
shall not be deemed a waiver of such breach.  The failure of Landlord to enforce
any of the Rules and  Regulations  annexed  hereto  and made a part  hereof,  or
hereafter  adopted  against Tenant and/or any other tenant in the Building shall
not be deemed a waiver of any such Rules and  Regulations.  No provision of this
lease shall be deemed to have been waived by Landlord,  unless such waiver be in
writing  signed by  Landlord.  No payment by Tenant or receipt by  Landlord of a
lesser  amount than the monthly  rent  herein  stipulated  shall be deemed to be
other than on account of the earliest  stipulated  rent then owing nor shall any
endorsement  or statement on any check or any letter  accompanying  any check or
payment as rent be deemed an accord and  satisfaction,  and  Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such rent or pursue any other remedy in this lease provided.


                                       26

<PAGE>



                  b.  Landlord's  failure to render a Landlord's  Statement with
respect to any Lease  Year per  Articles  8 & 9 shall not  prejudice  Landlord's
right to render a  Landlord's  Statement  with respect to any  subsequent  Lease
Year. The  obligations of Landlord and Tenant under the provisions of Articles 8
& 9 with  respect to any  additional  rent for any Lease Year shall  survive the
expiration or any sooner termination of the Demised Term.

WAIVER OF TRIAL BY JURY

         33. To the extent such waiver is permitted by law,  Landlord and Tenant
hereby waive trial by jury in any action,  proceeding or counterclaim brought by
Landlord or Tenant against the other on any matter whatsoever  arising out of or
in any way connected with this lease,  the  relationship of landlord and tenant,
the use or  occupancy of the demised  premises by Tenant or any person  claiming
through or under  Tenant,  any claim of injury or damage,  and any  emergency or
other statutory remedy.  The provisions of the foregoing  sentence shall survive
the  expiration  or any sooner  termination  of the  Demised  Term.  If Landlord
commences any summary  proceeding for nonpayment of rent or otherwise to recover
possession  of  the  demised  premises,  Tenant  agrees  not  to  interpose  any
counterclaim  of any nature or  description  in any such  proceeding  except for
compulsory counterclaims.

BILLS AND NOTICES

         34. Except as otherwise  expressly  provided in this lease,  any bills,
statements, notices, demands, requests or other communications given or required
to be given  under this lease  shall be  effective  only if rendered or given in
writing,  sent  by  registered  or  certified  mail  (return  receipt  requested
optional),  addressed  (A) to Tenant (I) at  Tenant's  address set forth in this
lease if mailed prior to Tenant's taking possession of the demised premises,  or
(ii) at the Building if mailed  subsequent to Tenant's taking  possession of the
demised premises with a copy to AMNEX, Inc., 100 West Lucerne Circle, Suite 100,
Orlando,  Florida 32801-4400 Attention:  V.P. Legal, or (iii) at any place where
Tenant or any agent or employee of Tenant may be found if mailed  subsequent  to
Tenant's vacating,  deserting,  abandoning or surrendering the demised premises,
or (B) to  Landlord  at  Landlord's  address  set  forth in this  lease,  or (C)
addressed to such other  address as either  Landlord or Tenant may  designate as
its new address for such purpose by notice given to the other in accordance with
the  provisions  of this  Article.  Any such bill,  statement,  notice,  demand,
request or other communication shall be deemed to have been rendered or given on
the date when it shall have been mailed as provided in this Article.

INABILITY TO PERFORM; INTERRUPTION OF SERVICE

         35. a. If, by reason of strikes or other labor disputes, fires or other
casualty (or reasonable delays in adjustment of insurance), accidents, orders or
regulations of any Federal,  State, County or Municipal authority,  or any other
cause  beyond  Landlord's  reasonable  control,  whether or not such other cause
shall be similar in nature to those hereinbefore enumerated,  Landlord is unable
to furnish or is delayed in  furnishing  any  utility or service  required to be
furnished by

                                       27

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Landlord under the provisions of this lease or any collateral instrument,  or is
unable  to  perform  or  make  or  is  delayed  in   performing  or  making  any
installations,  decorations,  repairs,  alterations,  additions or improvements,
whether or not  required to be  performed  or made under this lease or under any
collateral  instrument,  or is unable to fulfill or is delayed in fulfilling any
of Landlord's other obligations  under this lease or any collateral  instrument,
except as set forth in Article 24, no such  inability or delay shall  constitute
an actual or constructive eviction, in whole or in part, or impose any liability
upon Landlord or its agents by reason of  inconvenience  or annoyance to Tenant,
or injury to or interruption of Tenant's business,  or otherwise,  nor shall any
such delay or  inability  to perform on the part of  Landlord  in any way affect
this lease and the obligation of Tenant to pay rent hereunder and to perform all
of the other  covenants  and  agreements  to be performed  by Tenant  hereunder.
Notwithstanding any provision to the contrary,  Tenant's  continuing  obligation
under this  subparagraph  a. of Article 35 to pay rent and to perform all of the
other  covenants and agreements of this lease  agreement  shall terminate in the
event the  Landlord's  inability  to furnish  any utility or service or delay in
furnishing  any utility or service,  or inability to perform or make any repairs
or delay in  performing  or making any  repairs,  continues  for a period of one
year.

                  b. Landlord reserves the right to stop the services of the air
conditioning,  elevator,  escalator,  plumbing,  electrical or other  mechanical
systems or facilities  in the Building  when  necessary by reason of accident or
emergency,  or for repairs,  alterations,  replacements or improvements which in
the  judgment  of Landlord  are  desirable  or  necessary,  until such  repairs,
alterations,  replacements  or improvements  shall have been  completed.  In the
event  that  Landlord  is  unable  to  complete  the  repairs,  replacement  and
improvement  within a reasonable  amount of time which in no event shall be less
than  five (5)  days,  and  further  provided  that the  repair,  alteration  or
improvement is  significantly  harming or hindering  Tenant's use of the demised
premises,  Tenant shall be entitled to an abatement of the pro-rata share of the
annual  rental rate  adjusted for the  percentage of the Premises not useable by
Tenant until the repairs, alterations,  replacement or improvement is completed.
The  exercise  of such  rights by  Landlord  shall not  constitute  an actual or
constructive  eviction,  in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations  under this
lease,  or  impose  any  liability  upon  Landlord  or its  agents  by reason of
inconvenience  or annoyance to Tenant,  or injury to or interruption of Tenant's
business, or otherwise, except as otherwise stated in this Article.

CONDITIONS OF LANDLORD'S LIABILITY

         36. a. Tenant  shall not be entitled to claim a  constructive  eviction
from the demised  premises  unless Tenant shall have first notified  Landlord of
the  condition or  conditions  giving rise  thereto,  and if the  complaints  be
justified,  unless Landlord shall have failed to remedy such conditions within a
reasonable time after receipt of such notice.

                  b. If  Landlord  shall be  unable  to give  possession  of the
demised  premises  on any date  specified  for the  commencement  of the term by
reason  of the  fact  that the  demised  premises  have  not  been  sufficiently
completed to make same ready for  occupancy,  or for any other reason,  Landlord
shall not be subject to any liability for the failure to give possession on said
date, nor shall

                                       28

<PAGE>



such failure in any way affect the validity of this lease or the  obligations of
Tenant  hereunder  except that the Term  Commencement  Date shall be the date on
which  Landlord  gives  possession  of  the  demised  premises  to  Tenant.  The
provisions of this Article are intended to constitute  "an express  provision to
the contrary"  within the meaning of Section 223-a of the New York Real Property
Law.

TENANT'S TAKING POSSESSION

         37.  Tenant  by  entering  into  occupancy  of the  premises  shall  be
conclusively  deemed  to  have  agreed  that  Landlord  up to the  time  of such
occupancy has performed all of its  obligations  hereunder and that the premises
were in satisfactory  condition as of the date of such occupancy,  unless within
ten (l0) days  after such date  Tenant  shall give  written  notice to  Landlord
specifying the respects in which the same were not in such condition.

ENTIRE AGREEMENT

         38. This lease  contains the entire  agreement  between the parties and
all prior  negotiations  and agreements are merged herein.  Neither Landlord nor
Landlord's agent or representative has made any representation, or statement, or
promise,  upon which Tenant has relied regarding any matter or thing relating to
the Building, the land allocated to it, (including the Building Parking Area and
the  Building  C Parking  Area) or the  demised  premises,  or any other  matter
whatsoever,  except as is  expressly  set forth in this  lease,  including,  but
without limiting the generality of the foregoing, any statement,  representation
or promise as to the fitness of the demised premises for any particular use, the
services to be rendered to the demised premises or the prospective amount of any
item of additional rent. No oral or written statement, representation or promise
whatsoever  with respect to the  foregoing or any other matter made by Landlord,
its  agents  or any  broker,  whether  contained  in an  affidavit,  information
circular,  or otherwise shall be binding upon the Landlord unless  expressly set
forth in this lease.  No rights,  easements or licenses are or shall be acquired
by Tenant by implication or otherwise  unless expressly set forth in this lease.
This lease may not be  changed,  modified  or  discharged,  in whole or in part,
orally,  and no executory  agreement  shall be  effective  to change,  modify or
discharge,  in whole or in part, this lease or any obligations under this lease,
unless such agreement is set forth in a written instrument executed by the party
against whom enforcement of the change, modification or discharge is sought. All
references in this lease to the consent or approval of Landlord  shall be deemed
to mean the written consent of Landlord, or the written approval of Landlord, as
the case may be, and no consent or approval of Landlord  shall be effective  for
any purpose unless such consent or approval is set forth in a written instrument
executed by Landlord.

DEFINITIONS

         39. The term  "landlord" as used in this lease means only the owner, or
the mortgagee in possession, for the time being of the land and Building (or the
owner of a lease of the  Building  or of the land  and  Building)  of which  the
demised premises form a part, so that in the event of any sale or other transfer
of said land and  Building or of said  lease,  or in the event of a lease of the
Building, or of the land and Building,

                                       29

<PAGE>



the said  Landlord  shall be and hereby is  entirely  freed and  relieved of all
covenants  and  obligations  of Landlord  hereunder,  and it shall be deemed and
construed as a covenant running with the land without further  agreement between
the  parties or their  successors  in  interest,  or between the parties and the
purchaser  or other  transferee  at any such  sale,  or the said  lessee  of the
Building, or of the land and Building,  provided that the purchaser,  transferee
or the  lessee  of the  Building  assumes  and  agrees  to carry out any and all
covenants  and  obligations  of  Landlord   hereunder.   The  words  "re-enter",
"re-entry"  and  "re-entered"  as used in this lease are not restricted to their
technical legal  meanings.  The term "business days" as used in this lease shall
exclude  Saturdays,  Sundays  and all days  observed  by the State  and  Federal
Government as legal holidays.

            The terms  "person"  and  "persons"  as used in this lease  shall be
deemed to include natural  persons,  firms,  corporations,  associations and any
other  private or public  entities,  whether any of the  foregoing are acting on
their own behalf or in a representative capacity.

PARTNERSHIP TENANT

         40. If  Tenant is a  partnership  (or is  comprised  of two (2) or more
persons,  individually  and as  co-partners  of a  partnership)  or if  Tenant's
interest in this lease shall be assigned to a partnership (or to two (2) or more
persons,  individually and as co-partners of a partnership)  pursuant to Article
20 (any such  partnership and such person,  being referred to in this Section as
"Partnership  Tenant"),  the following provisions of this Section shall apply to
such  Partnership  Tenant:  (a) the liability of each of the parties  comprising
Partnership  Tenant  shall be joint  and  several,  and (b) each of the  parties
comprising  Partnership  Tenant hereby  consents in advance to, and agrees to be
bound by, any modifications of this lease which may hereafter be made and by any
notices,  demand, requests or other communications which may hereafter be given,
by Partnership  Tenant or by any of the parties comprising  Partnership  Tenant,
and  (c)  any  bills,   statements,   notices,   demands,   requests   or  other
communications  given or rendered to Partnership Tenant or to any of the parties
comprising  Partnership  Tenant shall be deemed given or rendered to Partnership
Tenant and to all such parties and shall be binding upon Partnership  Tenant and
all such parties, and (d) if Partnership Tenant shall admit new partners, all of
such new partners shall, by their admission to Partnership  Tenant, be deemed to
have assumed  performance of all of the terms,  covenants and conditions of this
lease on Tenant's part to be observed and performed,  and (e) Partnership Tenant
shall give prompt  notice to Landlord of the admission of any such new partners,
and upon  demand of  Landlord,  shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord,  wherein each
such new partner  shall assume  performance  of all of the terms,  covenants and
conditions  of this lease on Tenant's  part to be observed  and  performed  (but
neither  Landlord's failure to request any such agreement nor the failure of any
such new partner to execute or deliver  any such  agreement  to  Landlord  shall
vitiate the provisions of subdivision (d) of this Section).

SUCCESSORS, ASSIGNS, ETC.

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


                                       30

<PAGE>



APPLICATION OF INSURANCE PROCEEDS, WAIVER OF SUBROGATION

         42. In any case in which Tenant shall be obligated under any provisions
of this lease to pay to Landlord any loss,  cost,  damage,  liability or expense
suffered or incurred by  Landlord,  Landlord  shall allow to Tenant as an offset
against  the amount  thereof  the net  proceeds of any  insurance  collected  by
Landlord  for or on account of such loss,  cost,  damage  liability  or expense,
provided that the allowance of such offset does not  invalidate or prejudice the
policy or policies under which such proceeds were payable.  In any case in which
Landlord shall be obligated  under any provisions of this lease to pay to Tenant
any loss,  cost,  damage,  liability or expense  suffered or incurred by Tenant,
Tenant shall allow to Landlord as an offset  against the amount  thereof the net
proceeds of any  insurance  collected  by Tenant for or on account of such loss,
cost damage,  liability or expense,  provided  that the allowance of such offset
does not  invalidate  or  prejudice  the  policy or  policies  under  which such
proceeds were payable.

CAPTIONS AND INDEX

         43. The captions and the index at the  beginning of the lease,  if any,
are included only as a matter of convenience  and for  reference,  and in no way
define,  limit  or  describe  the  scope of this  lease  nor the  intent  of any
provisions thereof.

RECOVERY FROM LANDLORD

         44. a. Tenant  shall look solely to the estate and property of Landlord
in the land and  building  of which the  demised  premises  are a part,  for the
satisfaction  of Tenant's  remedies for the  collection  of a judgment (or other
judicial process) requiring the payment of money by Landlord in the event of any
default or breach by Landlord with respect to any of the terms, covenants and/or
conditions  of the lease to be observed  and/or  performed by  Landlord,  and no
other property or assets of such Landlord shall be subject to levy, execution or
other enforcement procedure for the satisfaction of Tenant's remedies.

                  b. With respect to any provision of this lease which  provides
for Landlord's  approval and/or consent,  Tenant, in no event, shall be entitled
to make,  nor shall Tenant make any claim,  and Tenant  hereby waives any claim,
for money  damages;  nor shall Tenant claim any money damages by way of set-off,
counterclaim  or  defense,  based  upon any claim or  assertion  by Tenant  that
Landlord has unreasonably  withheld or unreasonably  delayed any such consent or
approval.

BROKER

         45.  Tenant  represents  and warrants to Landlord that Island Realty is
the sole broker who brought the demised premises to Tenant's  attention and with
whom Tenant has  negotiated  in  bringing  about this  lease.  Tenant  agrees to
indemnify,  defend and save  Landlord  harmless of, from and against any and all
claims (and all expenses and fees,  including  attorneys fees,  related thereto)
for commissions or compensation made by any other broker or entity,  arising out
of or relating to the breach by Tenant of the foregoing  representation.  As, if
and when this lease shall be fully  executed  and  unconditionally  delivered by
both Landlord and Tenant,  Landlord agrees to pay any commission that may be due
the above-named broker in connection with this lease in accordance with a 
separate agreement between Landlord and said broker.

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<PAGE>

MORTGAGEE'S CONSENT

         46. Landlord and Tenant hereby  acknowledge  that this lease is subject
to Landlord's  obtaining the written approval of Mitsui to this lease.  Landlord
agrees to submit a copy of this lease to Mitsui for  Mitsui's  written  approval
promptly after the execution hereof.  The failure of Landlord to obtain Mitsui's
approval  to this  Lease  shall not result in any  liability  from  Landlord  to
Tenant,  or give rise to any claim in favor of Tenant against Landlord by reason
thereof.  In the event that Mitsui's  written  approval to this Agreement is not
obtained on or before the date that is twenty  (20) days after the date  hereof,
then this Agreement shall  automatically  terminate and shall be deemed null and
void ab initio,  and neither party shall have any further  rights or obligations
hereunder.

NET LEASE

         47. Except as may be otherwise  expressly  provided  herein,  it is the
intention,  understanding,  and agreement of Landlord and Tenant that this lease
is, and shall  constitute a Net Net Net lease,  and that Landlord  shall receive
its base rent and all other additional rent without setoff deduction,  or offset
for any charges or expenses incurred in the ownership, operation, maintenance or
repair of the demised premises.

SECURITY

         48.  Tenant has  deposited  with  Landlord  the sum of $50,000  for the
faithful  performance  and  observance  by Tenant of the terms,  provisions  and
conditions  of this  lease;  it is agreed that in the event  Tenant  defaults in
respect of any of the terms,  provisions and conditions of this lease,  Landlord
may use,  apply or retain the whole or any part of the  security so deposited to
the extent required for the payment of any sum as to which Tenant is in default.
Landlord shall deposit Tenant's security in an interest bearing account.  In the
event that  Tenant  shall  fully and  faithfully  comply  with all of the terms,
provisions,  covenants  and  conditions  of this lease,  the  security  shall be
returned to Tenant as follows:  (a) $5,000 on the first  anniversary of the Term
Commencement Date; (b) $5,000 on the second anniversary of the Term Commencement
Date;  (c) $5,000 on the third  anniversary of the Term  Commencement  Date; (d)
$5,000  on the  fourth  anniversary  of the  Term  Commencement  Date;  and  the
remaining  $30,000 and all accrued  interest  after the date fixed at the end of
this lease and after  delivery of entire  possession of the demised  premises to
Landlord.  In the event of a sale of the land and  Building  or  leasing  of the
Building,  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.  Tenant  covenants  that it will not assign or
encumber or attempt to assign or encumber the moneys  deposited here as security
and that neither  Landlord nor its  successors  or assigns shall be bound by any
such assignment, encumbrance, attempted assignment or attempted encumbrance.






                                       32

<PAGE>


IN WITNESS WHEREOF

Landlord and Tenant have respectively signed and sealed this lease as of the day
and year first written above.

Witness for Landlord:                       WE'RE ASSOCIATES COMPANY


                                            BY:/s/ Bennett Rechler

                                            Bennett Rechler
                                            (Print Name)



Witness for Tenant:                         CRESCENT PUBLIC COMMUNICATIONS, INC.

                                            By: /s/ A.M. Scalice

                                            A. M. Scalice
                                            (Print Name)

                                            President
                                            (Title)


                                       33

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