EXHIBIT 10.27

                                 LEASE AGREEMENT


     Agreement  of Lease,  made on this first day of  November in the year 2001,
between  BFS  Realty,  LLC,  with  an  office  at 26  Harbor  Park  Drive,  Port
Washington, NY 11050, party of the first part, hereinafter referred to as OWNER,
and  Sandata,  Inc.,  a Delaware  corporation,  with an office at 26 Harbor Park
Drive, Port Washington,  New York 11050,  party of the second part,  hereinafter
referred to as TENANT,

     Witnesseth:  Owner  hereby  leases to Tenant and Tenant  hereby  hires from
Owner  approximately  25,188 square feet in the building known as 26 Harbor Park
Drive, Port Washington,  New York 11050 (the "Building") in the County of Nassau
for the term of ten (10) years (or until such term shall sooner cease and expire
as  hereinafter  provided) to start on the first day of August in the year 2001,
and to end on the last day of July in the year 2011,  and both dates  inclusive,
at an annual rate of Two Hundred  Sixty-six  Thousand Seven Hundred  Forty-seven
and 65/100 Dollars ($266,747.65) for the period from August 1, 2001 through July
31, 2002 and  thereafter as provided in Rider B attached  hereto and made a part
hereof. Tenant agrees to make such payments in lawful money of the United States
which  shall be legal  tender in  payment  of all debts  and  dues,  public  and
private, at the time of payment, in equal monthly installments in advance on the
first day of each month  during  said  term,  at the office of the Owner or such
other place as Owner may designate, without any setoff or deduction whatsoever.

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

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

     Rent:

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

     Occupancy:

     2. Tenant  shall use and occupy the  demised  premises  for general  office
space provided such use is in accordance  with the  certificate of occupancy for
the building, if any, and for no other purpose.

     Alterations:

     3. Tenant shall make no changes in or to the prior written consent. Subject
to the  prior  written  consent  of the  Owner,  and to the  provisions  of this
article,  Tenant,  at Tenant's  expense,  may make  alterations,  installations,
additions  or  improvements  which are  non-structural  and which do not  affect
utility services or plumbing and electrical  lines, in or to the interior of the
demised premises, using contractors or mechanics first approved in each instance
by  Owner.  Tenant  shall,  at  its  expense,  before  making  any  alterations,
additions,  installations  or  improvements  obtain all permits,  approvals  and
certificates required by any governmental or quasi-governmental bodies and (upon
completion)  certificates of final approval thereof,  and shall deliver promptly
duplicates of all such  permits,  approvals and  certificates  to Owner.  Tenant
agrees to carry,  and will cause Tenant's  contractors  and  sub-contractors  to
carry,  such worker's  compensation,  general  liability,  personal and property
damage  insurance as Owner may require.  If any mechanic's lien is filed against
the demised  premises,  or the building of which the same forms a part, for work
claimed to have been done for, or materials furnished to, Tenant, whether or not
done  pursuant to this  article,  the same shall be  discharged by Tenant within
thirty (30) days thereafter,  at Tenant's  expense,  Tenant taking all necessary
legal steps,  including the filing of such bonds as may be set by any Court,  to
remove the mechanic's lien. All fixtures and all paneling, partitions,  railings
and like installations, installed in the demised premises at any time, either by
Tenant or by Owner on Tenant's  behalf,  shall,  upon  installation,  become the
property  of Owner and shall  remain  upon and be  surrendered  with the demised
premises  unless Owner, by notice to Tenant no later than twenty (20) days prior
to the date fixed as the termination of this lease, elects to relinquish Owner's
right thereto and to have them removed by Tenant,  in which event the same shall
be removed from the demised  premises by Tenant prior to the  expiration  of the
lease, at Tenant's  expense.  Nothing in this article shall be construed to give
Owner title to, or to prevent  Tenant's  removal of,  trade  fixtures,  moveable
office  furniture  and  equipment,  but upon  removal  of same from the  demised
premises,  or upon removal of other  installations  as may be required by Owner,
Tenant shall  immediately,  and at its  expense,  repair and restore the demised
premises to the condition existing prior to any such  installations,  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  demised  premises  after  Tenant's  removal  shall be  deemed
abandoned  and may, at the election of Owner,  either be retained as property or
removed from the demised premises by Owner, at Tenant's expense.

     Repairs:

     4. See Rider C.

     Window Cleaning:

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

     Requirements of Law, Fire Insurance, Floor Loads:

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

     Subordination:

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

     Tenant's Liability Insurance Property Loss, Damage, Indemnity:

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

Destruction, Fire and Other Casualty:

     9. (a) If the demised premises or any part thereof shall be damaged by fire
or other  casualty,  Tenant shall give immediate  notice to Owner and this lease
shall continue in full force and effect except as hereinafter set forth.  (b) If
the demised  premises are partially  damaged or rendered  partially  unusable by
fire or other  casualty,  the damages  thereto  shall be repaired by, and at the
expense of, Owner,  and the Rent and other items of additional  rent, until such
repair  shall be  substantially  completed,  shall be  apportioned  from the day
following the casualty  according to the part of the demised  premises  which is
usable.  (c) If the  demised  premises  are totally  damaged or rendered  wholly
unusable by fire or other casualty,  then the rent and other items of additional
rent as hereinafter  expressly provided shall be proportionately  paid up to the
time of the casualty and thenceforth shall cease until the date when the demised
premises shall have been repaired and restored by Owner (or sooner reoccupied in
part by Tenant then rent shall be  apportioned  as provided  in  subsection  (b)
above), subject to Owner's right to elect not to restore the same as hereinafter
provided.  (d) If the demised  premises are rendered wholly unusable or (whether
or not the demised  premises  are  damaged in whole or in part) if the  building
shall be so damaged  that Owner  shall  decide to  demolish it or to rebuild it,
then, in any of such events,  Owner may elect to terminate this lease by written
notice to Tenant, given within ninety (90) days after such fire or casualty,  or
thirty  (30)  days  after  adjustment  of the  insurance  claim for such fire or
casualty,  whichever  is sooner,  specifying  a date for the  expiration  of the
lease,  which  date  shall not be more than  sixty (60) days after the giving of
such notice,  and upon the date  specified in such notice the term of this lease
shall  expire  as fully and  completely  as if such date were the date set forth
above for the  termination  of this  lease,  and Tenant  shall  forthwith  quit,
surrender and vacate the demised premises without prejudice however,  to Owner's
rights and remedies against Tenant under the lease provisions in effect prior to
such  termination,  and any rent owing  shall be paid up to such  date,  and any
payments of rent made by Tenant  which were on account of any period  subsequent
to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as provided herein,  Owner shall make the repairs and restorations  under
the conditions of (b) and (c) hereof,  with all reasonable  expedition,  subject
the delays due to  adjustment  of insurance  claims,  labor  troubles and causes
beyond Owner's  control.  After any such casualty,  Tenant shall  cooperate with
Owner's  restoration  by  removing  from the  demised  premises  as  promptly as
reasonably  possible,   all  of  Tenant's  salvageable   inventory  and  movable
equipment,  furniture,  and other  property.  Tenant's  liability for rent shall
resume five (5) days after written  notice from Owner that the demised  premises
are  substantially   ready  for  Tenant's   occupancy.   (e)  Nothing  contained
hereinabove  shall relieve  Tenant from  liability that may exist as a result of
damage from fire or other  casualty.  Notwithstanding  the foregoing,  including
Owner's  obligation to restore under  subparagraph  (b) above,  each party shall
look first to any  insurance  in its favor before  making any claim  against the
other  party  for  recovery  for loss or  damage  resulting  from  fire or other
casualty, and to the extent that such insurance is in force and collectible, and
to the extent permitted by law, Owner and Tenant each hereby releases and waives
all right of recovery  with  respect to  subparagraphs  (b),  (d) and (e) above,
against  the other or any one  claiming  through or under each of them by way of
subrogation  or otherwise.  The release and waiver  herein  referred to shall be
deemed  to  include  any loss or damage to the  demised  premises  and/or to any
personal  property,  equipment,  trade fixtures,  goods and merchandise  located
therein.  The  foregoing  release  and  waiver  shall be in  force  only if both
releasor's  insurance  policies  contain a clause providing that such a lease or
waiver shall not  invalidate  the  insurance.  If, and to the extent,  that such
waiver can be obtained  only by the  payment of  additional  premiums,  then the
party  benefiting  from the waiver shall pay such  premium  within ten (10) days
after written demand or shall be deemed to have agreed that the party  obtaining
insurance  coverage shall be free of any further obligation under the provisions
hereof with respect to waiver of  subrogation.  Tenant  acknowledges  that Owner
will not  carry  insurance  on  Tenant's  furniture  and/or  furnishings  or any
fixtures or equipment,  improvements,  or appurtenances removable by Tenant, and
agrees that Owner will not be obligated to repair any damage  thereto or replace
the same.  (f) Tenant  hereby  waives the  provisions of Section 227 of the Real
Property  Law and agrees that the  provision  of this  article  shall govern and
control in lieu thereof.

Eminent Domain:

     10. See Rider A.

Assignment, Mortgage, Etc.:

     11.  Subject  to  Article  A-22  hereof,  Tenant,  for  itself,  its heirs,
distributees,  executors, administrators, legal representatives,  successors and
assigns, expressly covenants that it shall not assign, mortgage or encumber this
agreement,  nor underlet,  or suffer or permit the demised  premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance.  Transfer of the  majority  of the stock of a corporate  Tenant or the
majority  partnership  interest  of a  partnership  Tenant  shall be  deemed  an
assignment.  If this lease be assigned,  or if the demised  premises or any part
thereof be underlet or occupied by anybody other than Tenant,  Owner may,  after
default by Tenant, collect rent from the assignee,  undertenant or occupant, and
apply  the  net  amount  collected  to the  rent  herein  reserved,  but no such
assignment,  underletting,  occupancy or collection  shall be deemed a waiver of
this  covenant,  or the  acceptance of the assignee,  undertenant or occupant as
tenant,  or a  release  of  Tenant  from the  further  performance  by Tenant of
covenants  on the part of Tenant  herein  contained.  The consent by Owner to an
assignment or underletting  shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.

Electric Current:

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

Access to Premises:

     13.  Owner or  Owner's  agents  shall  have the  right  (but  shall  not be
obligated) to enter the demised  premises in any emergency at any time,  and, at
other  reasonable  times,  to  examine  the  same  and  to  make  such  repairs,
replacements  and  improvements  as Owner  may  deem  necessary  and  reasonably
desirable to any portion of the building, or which Owner may elect to perform in
the demised premises after Tenant's failure to make repairs, or perform any work
which  Tenant is obligated  to perform  under this lease,  or for the purpose of
complying  with  laws,   regulations   and  other   directions  of  governmental
authorities.  Tenant shall permit Owner to use,  maintain and replace  pipes and
conduits  in and  through  the  demised  premises,  and to erect  new  pipes and
conduits therein provided, wherever possible, they are within walls or otherwise
concealed.  Owner may, during the progress of any work in the demised  premises,
take all necessary  materials and equipment into said premises  without the same
constituting an eviction,  nor shall Tenant be entitled to any abatement of rent
while  such  work  is in  progress,  nor to any  damages  by  reason  of loss or
interruption  of business or otherwise.  Throughout  the term hereof Owner shall
have the right to enter the demised premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and
during the last six (6) months of the term for the  purpose of showing  the same
to prospective  tenants,  and may, during said six (6) months period, place upon
the demised  premises  the usual  notices "To Let" and "For Sale" which  notices
Tenant  shall permit to remain  thereon  without  molestation.  If Tenant is not
present to open and permit an entry into the demised premises,  Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly,  and provided  reasonable care is exercised to safeguard
Tenant's  property,  such  entry  shall not render  Owner or its  agents  liable
therefor,  nor in any  event  shall  the  obligations  of  Tenant  hereunder  be
affected.  If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property  therefrom,  Owner may immediately enter,
alter,  renovate  or  redecorate  the demised  premises  without  limitation  or
abatement of rent, or incurring  liability to Tenant for any  compensation,  and
such act shall have no effect on this lease or Tenant's obligation hereunder.

Vault, Vault Space, Area:

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

Occupancy:

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

Bankruptcy:

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

     (b) It is  stipulated  and agreed that in the event of the  termination  of
this lease pursuant to (a) hereof,  Owner shall forthwith,  notwithstanding  any
other  provisions  of this lease to the  contrary,  be entitled to recover  from
Tenant, as and for liquidated damages, an amount equal to the difference between
the rental reserved  hereunder for the unexpired portion of the term demised and
the fair  and  reasonable  rental  value of the  demised  premises  for the same
period.  In  the  computation  of  such  damages  the  difference   between  any
installment of rent becoming due hereunder after the date of termination and the
fair and  reasonable  rental  value of the demised  premises  for the period for
which  such  installment  was  payable  shall  be  discounted  to  the  date  of
termination at the rate of four percent (4%) per annum. If the demised  premises
or any part thereof be relet by Owner for the unexpired  term of said lease,  or
any part thereof, before presentation of proof of such liquidated damages to any
court,  commission or tribunal,  the amount of rent reserved upon such reletting
shall be deemed to be the fair and  reasonable  rental value for the part or the
whole of the  demised  premises  so re-let  during  the term of the  re-letting.
Nothing  herein  contained  shall limit or  prejudice  the right of the Owner to
prove for and obtain as  liquidated  damages by reason of such  termination,  an
amount  equal to the maximum  allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which,  such damages are proved,
whether or not such amount be greater,  equal to, or less than the amount of the
difference referred to above.

Default:

     17. (a) If Tenant defaults in fulfilling any of the covenants of this lease
for the payment of rent or additional  rent; or if the demised  premises becomes
vacant or deserted, or if this lease be rejected under ss.365 of Title 11 of the
U.S. Code  (Bankruptcy  Code); or if any execution or attachment shall be issued
against Tenant or any of Tenant's property  whereupon the demised premises shall
be taken or  occupied by someone  other than  Tenant;  or if Tenant  shall be in
default with respect to any other lease between  Owner and Tenant;  or if Tenant
shall have failed,  after five (5) days written notice,  to redeposit with Owner
any portion of the security  deposited  hereunder which Owner has applied to the
payment of any rent and additional rent due and payable hereunder;  or if Tenant
fails to move into or take possession of the demised premises within thirty (30)
days after the commencement of the term of this lease, of which fact Owner shall
be the sole judge; then in any one or more of such events,  upon Owner serving a
written  fifteen  (15) days  notice upon  Tenant  specifying  the nature of said
default, and upon the expiration of said fifteen (15) days, if Tenant shall have
failed to comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be  completely  cured or
remedied  within  said  fifteen  (15) day period,  and if Tenant  shall not have
diligently  commenced  during such default  within such fifteen (15) day period,
and shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written five (5) days notice
of cancellation of this lease upon Tenant,  and upon the expiration of said five
(5) days this  lease and the term  thereunder  shall end and expire as fully and
completely as if the  expiration of such five (5) day period were the day herein
definitely  fixed for the end and expiration of this lease and the term thereof,
and Tenant  shall then quit and  surrender  the demised  premises to Owner,  but
Tenant shall remain liable as hereinafter provided.

     (b) If the notice provided for in (1) herein shall have been given, and the
term shall expire as aforesaid;  or if Tenant shall be in default in the payment
of the rent reserved herein or any item of additional rent herein mentioned,  or
any part of either, or in making any other payment herein required; then, and in
any of such events,  Owner may without  notice,  re-enter  the demised  premises
either by force or otherwise,  and dispossess  Tenant by summary  proceedings or
otherwise,  and the legal  representative  of Tenant  or other  occupant  of the
demised  premises,  and remove their effects and hold the demised premises as if
this lease had not been made,  and Tenant hereby waives the service of notice of
intention to re-enter or to institute  legal  proceedings to that end. If Tenant
shall make default  hereunder prior to the date fixed as the commencement of any
renewal or extension of this lease,  Owner may cancel and terminate such renewal
or extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:

     18. In case of any such default, re-entry,  expiration and/or dispossess by
summary  proceedings  or otherwise,  (a) the rent, and  additional  rent,  shall
become due  thereupon  and be paid up to the time of such  re-entry,  dispossess
and/or  expiration,  (b) Owner may re-let the  demised  premises  or any part or
parts  thereof,  either in the name of Owner or otherwise,  for a term or terms,
which  may at  Owner's  option be less than or exceed  the  period  which  would
otherwise have  constituted the balance of the term of this lease, and may grant
concessions or free rent or charge a higher rental than that in this lease,  (c)
Tenant  or the  legal  representatives  of  Tenant  shall  also  pay to Owner as
liquidated  damages  for the  failure  of Tenant to  observe  and  perform  said
Tenant's  covenants  herein  contained,  any deficiency  between the rent hereby
reserved and or covenanted  to be paid and the net amount,  if any, of the rents
collected on account of the subsequent  lease or leases of the demises  premises
for each month of the period which would otherwise have  constituted the balance
of the term of this lease.  The failure of Owner to re-let the demised  premises
or any part or parts thereof shall not release or affect Tenant's  liability for
damages.  In computing such liquidated  damages there shall be added to the said
deficiency such expenses as Owner may incur in connection with re-letting,  such
as legal expenses,  reasonable attorneys' fees, brokerage,  advertising, and for
keeping  the  demised  premises  in good  order  or for  preparing  the same for
re-letting. Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent day specified in this lease,  and any suit brought to collect
the amount of the  deficiency  for any month shall not  prejudice in any way the
rights of Owner to collect the deficiency for any subsequent  month by a similar
proceeding.  Owner,  in putting the demised  premises in good order or preparing
the same for re-rental may, at Owner's option,  make such alterations,  repairs,
replacements,  and/or  decorations  in the  demised  premises  as Owner,  in the
Owner's sole  judgment,  considers  advisable  and  necessary for the purpose of
re-letting the demised premises,  and the making of such alternations,  repairs,
replacements,  and/or  decorations  shall not operate or be construed to release
Tenant from liability hereunder as aforesaid.  Owner shall in no event be liable
in any way  whatsoever  for  failure to re-let the demised  premises,  or in the
event that the  demised  premises  are  re-let,  for failure to collect the rent
thereof  under such  re-letting,  and in no event  shall  Tenant be  entitled to
receive any excess,  if any, of such net rentals collected over the sums payable
by Tenant to Owner hereunder.  In the event of a breach or threatened  breach by
Tenant of any of the covenants or provisions hereof,  Owner shall have the right
of injunction  and the right to invoke any remedy allowed at law or in equity as
if re-entry,  summary  proceedings  and other remedies were not herein  provided
for.  Mention in this lease of any particular  remedy,  shall not preclude Owner
from any other remedy,  in law or in equity.  Tenant hereby expressly waives any
and all rights of redemption granted by or under any present or future laws.

Fees and Expenses:

     19. If Tenant shall default in the observance or performance of any term or
covenant on Tenant's  part to be observed or performed  under,  or by virtue of,
any of the terms or  provisions  in any article of this lease,  after  notice if
required, and upon expiration of the applicable grace period, if any, (except in
an emergency),  then, unless otherwise  provided  elsewhere in this lease, Owner
may  immediately,  or at any time  thereafter,  and without notice,  perform the
obligation of Tenant thereunder.  If Owner, in connection with the foregoing, or
in connection  with any default by Tenant in the covenant to pay rent hereunder,
makes any  expenditures  or incurs  any  obligations  for the  payment of money,
including  but not  limited  to  reasonable  attorneys'  fees,  in  instituting,
prosecuting  or  defending  any action or  proceeding,  and prevails in any such
action or proceeding,  then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's  default shall be deemed to be additional  rent hereunder and
shall be paid by Tenant to Owner  within ten (10) days of  rendition of any bill
or statement to Tenant  therefor.  If Tenant's  lease term shall have expired at
the time of the making of such  expenditures  or incurring of such  obligations,
such sums shall be recoverable by Owner as damages.

Building Alterations and Management:

     20. Owner shall have the right, at any time,  without the same constituting
an eviction and without  incurring  liability to Tenant therefor,  to change the
arrangement and or location of public entrances,  passageways,  doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the building, and
to change the name,  number or  designation  by which the building may be known.
There shall be no  allowance  to Tenant for  diminution  of rental  value and no
liability on the part of Owner by reason of  inconvenience,  annoyance or injury
to  business  arising  from  Owner or other  Tenant  making  any  repairs in the
building  or any such  alterations,  additions  and  improvements.  Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any  controls  of the manner of access to the  building  by  Tenant's  social or
business visitors, as Owner may deem necessary, for the security of the building
and its occupants.

No Representations by Owner:

     21.  Neither  Owner nor  Owner's  agents have made any  representations  or
promises with respect to the physical  condition of the building,  the land upon
which it is  erected,  the  demised  premises,  the rents,  leases,  expenses of
operation,  or any other  matter or thing  affecting  or related to the  demised
premises or the building,  except as herein  expressly set forth, and no rights,
easements or licenses are acquired by Tenant by implication or otherwise  except
as expressly set forth in the provisions of this lease. Tenant has inspected the
building  and the  demised  premises  and is  thoroughly  acquainted  with their
condition  and  agrees  to take  the same  "as-is"  on the  date  possession  is
tendered, and acknowledges that the taking of possession of the demised premises
by Tenant shall be conclusive evidence that the said premises,  and the building
of which the same form a part,  were in good and  satisfactory  condition at the
time  such  possession  was  so  taken,   except  as  to  latent  defects.   All
understandings  and agreements  heretofore made,  between the parties hereto are
merged  in this  contract,  which  alone  fully  and  completely  expresses  the
agreement between Owner and Tenant, and any executory  agreement  hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of it
in whole or in part, unless such executory agreement is in writing and signed by
the party against whom  enforcement  of the change,  modification,  discharge or
abandonment is sought.

End of Term:

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

Quiet Enjoyment:

     23. Owner covenants and agrees with Tenant that upon Tenant paying the rent
and additional  rent and observing and  performing all the terms,  covenants and
conditions, on Tenant's part to be observed and performed,  Tenant may peaceably
and quietly enjoy the premises hereby  demised,  subject,  nevertheless,  to the
terms and  conditions of this lease  including,  but not limited to,  Article 34
hereof, and to the ground leases,  underlying leases and mortgages  hereinbefore
mentioned.

Failure to Give Possession:

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

No Waiver:

     25. The  failure of Owner to seek  redress for  violation  of, or to insist
upon the strict  performance  of, any covenant or condition of this lease, or of
any of the Rules or Regulations,  set forth or hereafter adopted by Owner, shall
not  prevent a  subsequent  act,  which  would  have  originally  constituted  a
violation,  from having all the force and effect of an original  violation.  The
receipt by Owner of rent with  knowledge  of the breach of any  covenant of this
lease  shall not be deemed a waiver of such  breach,  and no  provision  of this
lease  shall be deemed to have been  waived by Owner  unless  such  waiver be in
writing signed by Owner. No payment by Tenant,  or receipt by Owner, of a lesser
amount than the monthly rent herein  stipulated shall be deemed to be other than
on  account  of the  earliest  stipulated  rent,  nor shall any  endorsement  or
statement of any check or any letter  accompanying  any check or payment as rent
be deemed an accord and satisfaction, and Owner may accept such check or payment
without prejudice to Owner's right to recover the balance of such rent or pursue
any other remedy in this lease provided. All checks tendered to Owner as and for
the rent of the demises  premises  shall be deemed  payments  for the account of
Tenant.  Acceptance  by Owner of rent from anyone other than Tenant shall not be
deemed to operate as an  attornment  to Owner by the payor of such rent, or as a
consent  by Owner to an  assignment  or  subletting  by  Tenant  of the  demised
premises to such payor, or as a modification of the provisions of this lease. No
act or thing done by Owner or Owner's  agents  during  the term  hereby  demised
shall be deemed an acceptance of a surrender of said premises,  and no agreement
to accept such surrender  shall be valid unless in writing  signed by Owner.  No
employee  of Owner or Owner's  agent  shall have any power to accept the keys of
said premises prior to the termination of the lease, and the delivery of keys to
any such agent or employee  shall not operate as a termination of the lease or a
surrender of the demised premises.

Waiver of Trial by Jury:

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

Inability to Perform:

     27.  This  Lease and the  obligation  of Tenant to pay rent  hereunder  and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected,  impaired or excused because Owner is
unable to fulfill any of its obligations  under the lease,  or to supply,  or is
delayed in supplying,  any service expressly or impliedly to be supplied,  or is
unable to make, or is delayed in making, any repairs, additions,  alterations or
decorations,  or is unable to supply, or is delayed in supplying, any equipment,
fixtures or other  materials,  if Owner is prevented or delayed from doing so by
reason of strike or labor troubles,  or any cause whatsoever beyond Owner's sole
control including, but not limited to, government preemption or restrictions, or
by reason of any rule,  order or  regulation of any  department  or  subdivision
thereof of any government agency, or by reason of the conditions which have been
or are affected, either directly or indirectly, by war or other emergency.

Bills and Notices:

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

Water Charges:

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

Sprinklers:

     30. Anything  elsewhere in this lease to the contrary  notwithstanding,  if
the New York Board of Fire Underwriters of the New York Fire Insurance  Exchange
or any bureau,  department or official of the federal,  state or city government
recommend  or  require  the  installation  of a  sprinkler  system,  or that any
changes,  modifications,  alterations,  or additional  sprinkler  heads or other
equipment  be made or  supplied  in an  existing  sprinkler  system by reason of
Tenant's business, the location of partitions, trade fixtures, or other contents
of the  demised  premises,  or for any other  reason,  or if any such  sprinkler
system installations,  modifications, alterations, additional sprinkler heads or
other such equipment, become necessary to prevent the imposition of a penalty or
charge against the full  allowance for a sprinkler  system in the fire insurance
rate set by said Exchange or any other body making fire insurance  rates,  or by
any fire insurance  company,  Tenant shall, at Tenant's  expense,  promptly make
such sprinkler system installations,  changes,  modifications,  alterations, and
supply  additional  sprinkler heads or other equipment as required,  whether the
work involved shall be structural or non-structural in nature.  Tenant shall pay
to Owner as additional  rent 50%, on the first day of each month during the term
of this lease of the contract  price for the sprinkler  supervisory  service for
the Building.

Elevators, Heat, Cleaning:

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

Security:

     32. Tenant has deposited  with Owner the sum of $44,458 as security for the
faithful  performance  and  observance  by Tenant of the terms,  provisions  and
conditions  of this  lease.  It is agreed that in the event  Tenant  defaults in
respect to any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent, or any other sum as to
which  Tenant is in default,  or for any sum which  Owner may expend,  or may be
required  to  expend,  by reason of  Tenant's  default  in respect of any of the
terms, covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the  re-letting of the demised  premises,  whether such
damages or  deficiency  accrued  before or after  summary  proceedings  or other
re-entry by Owner.  In the event that Tenant shall fully and  faithfully  comply
with all of the terms,  provisions,  covenants and conditions of this lease, the
security  shall be  returned  to Tenant  after the date  fixed as the end of the
lease, and after delivery of entire possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the  building,  of
which the demised  premises form a part,  Owner shall have the right to transfer
the security to the vendee or lessee,  and Owner shall  thereupon be released by
Tenant from all liability for the return of such security;  and Tenant agrees to
look to the new Owner solely for the return of said  security,  and it is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new Owner. Tenant further covenants that it will not assign or
encumber,  or attempt to assign or  encumber,  the  monies  deposited  herein as
security, and that neither Owner nor its successors or assigns shall be bound by
any such assignment,  encumbrance, attempted assignment,  encumbrance, attempted
assignment  or attempted  encumbrance.  See Section  A-8.05 - A-8.06 in Rider A,
attached hereto.

Captions:

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

Definitions:

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

Adjacent Excavation-Shoring:

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

Rules and Regulations:

     36.  Tenant  and  Tenant's  servants,   employees,  agents,  visitors,  and
licensees  shall observe  faithfully,  and comply  strictly  with, the Rules and
Regulations  annexed  hereto and such  other and  further  reasonable  Rules and
Regulations  as Owner or Owner's  agents may from time to time adopt.  Notice of
any additional  Rules or Regulations  shall be given in such manner as Owner may
elect. In case Tenant  disputes the  reasonableness  of any additional  Rules or
Regulations  hereafter made or adopted by Owner or Owner's  agents,  the parties
hereto  agree to submit  the  question  of the  reasonableness  of such Rules or
Regulations  for  decision  to the New York office of the  American  Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The right to dispute  the  reasonableness  of any  additional  Rules or
Regulations  upon  Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice,  in writing,  upon Owner,  within  fifteen (15)
days after the giving of notice  thereof.  Nothing in this lease contained shall
be  construed to impose upon Owner any duty or  obligation  to enforce the Rules
and  Regulations  or terms,  covenants,  or  conditions  in any other lease,  as
against any other tenant,  and Owner shall not be liable to Tenant for violation
of the same by any other tenant, its servants,  employees,  agents,  visitors or
licensees.

Glass:

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

Estoppel Certificate:

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

Directory Board Listing:

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

Successors and Assigns:

     40. The covenants,  conditions and agreements contained in this lease shall
bind and inure to the  benefit of Owner and Tenant and their  respective  heirs,
distributees,  executors,  administrators,  successors,  and except as otherwise
provided in this lease, their assigns.  Tenant shall look only to Owner's estate
and interest in the land and building for satisfaction of Tenant's  remedies for
the  collection of a judgment (or other judicial  process)  against Owner in the
event of any default by Owner hereunder, and no other property or assets of such
Owner (or any  partner,  member,  officer  or  director  thereof,  disclosed  or
undisclosed), shall be subject to levy, execution of other enforcement procedure
for the satisfaction of Tenant's remedies under, or with respect to, this lease,
the relationship of Owner and Tenant hereunder, or Tenant's use and occupancy of
the demised premises.

SEE RIDERS ANNEXED HERETO CONTAINING ADDITIONAL LEASE PARAGRAPHS.

     In Witness Whereof,  Owner and Tenant have  respectively  signed and sealed
this lease as of the day and year first above written.

Witness for Owner:                                  BFS REALTY, LLC

-----------------------------
                                                    BY:/s/Bert E. Brodsky [L.S.]
                                                          ----------------------
                                                          Bert E. Brodsky


Witness for Tenant:                                 SANDATA, INC.

-----------------------------                       BY:/s/Hugh Freund  [L.S.]
                                                          ----------------------
                                                          Hugh Freund

<PAGE>


STATE OF NEW YORK  )
                                 :ss.:
COUNTY OF QUEENS   )


     On the 1st day of November in the year 2001, before me, the undersigned,  a
Notary  Public  in and for said  State,  personally  appeared  Bert E.  Brodsky,
personally known to be or proved to me on the basis of satisfactory  evidence to
be the individual(s)  whose name(s) is (are) subscribed to the within instrument
and  acknowledged  to me that  he/she/they  executed  the same in  his/her/their
capacity(ies),  and that by  his/her/their  signature(s) on the instrument,  the
individual(s),  or the  person  upon  behalf of which the  individual(s)  acted,
executed this instrument.

                                                        /s/Linda Scarpantonio
                                                        ------------------------
                                                        NOTARY PUBLIC


<PAGE>


STATE OF NEW YORK  )
                                 :ss.:
COUNTY OF QUEENS   )


     On the 1st day of November in the year 2001, before me, the undersigned,  a
Notary Public in and for said State, personally appeared Hugh Freund, personally
known to be or  proved  to me on the basis of  satisfactory  evidence  to be the
individual(s)  whose name(s) is (are)  subscribed to the within  instrument  and
acknowledged  to  me  that  he/she/they   executed  the  same  in  his/her/their
capacity(ies),  and that by  his/her/their  signature(s) on the instrument,  the
individual(s),  or the  person  upon  behalf of which the  individual(s)  acted,
executed this instrument.

                                                        /s/Linda Scarpantonio
                                                        ------------------------
                                                        NOTARY PUBLIC


<PAGE>


                             IMPORTANT - PLEASE READ




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


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

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

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

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

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

     6. Tenant shall not mark, paint,  drill into, or in any way deface any part
of the demised  premises or the  building of which they form a part.  No boring,
cutting or stringing of wires shall be permitted,  except with the prior written
consent of Owner,  and as Owner may direct.  Tenant shall not lay  linoleum,  or
other similar floor covering, so that the same shall come in direct contact with
the floor of the demised  premises,  and, if  linoleum  or other  similar  floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other  material,  soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.

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

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

     9. Tenant shall not obtain for use upon the demised premises ice,  drinking
water,  towel and other similar  services,  or accept  barbering or bootblacking
services in the demised premises,  except from persons  authorized by Owner, and
at hours  and  under  regulations  fixed by Owner.  Canvassing,  soliciting  and
peddling in the building is prohibited and Tenant shall cooperate to prevent the
same.

     10.  Owner  reserves the right to exclude from the building all persons who
do not present a pass to the building signed by Owner. Owner will furnish passes
to  persons  for whom any  Tenant  requests  same in  writing.  Tenant  shall be
responsible for all persons for whom any Tenant requests such pass, and shall be
liable to Owner for all acts of such  persons.  Notwithstanding  the  foregoing,
Owner shall not be required to allow  Tenant or any person to enter or remain in
the  building,  except on  business  days from  8:00  a.m.  to 6:00 p.m.  and on
Saturdays  from 8:00 a.m.  to 1:00 p.m.  Tenant  shall not have a claim  against
Owner by reason of Owner  excluding  from the  building  any person who does not
present such pass.

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

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

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

     14.  Refuse and Trash.  (1)  Compliance  by Tenant.  Tenant  covenants  and
agrees,  at its sole cost and  expense,  to comply  with all  present and future
laws,  orders and  regulations,  of all  state,  federal,  municipal,  and local
governments,  departments,  commissions  and boards  regarding  the  collection,
sorting,  separation and recycling of waste products, garbage, refuse and trash.
Tenant shall sort and separate such waste  products,  garbage,  refuse and trash
into such  categories as provided by law.  Each  separately  sorted  category of
waste  products,   garbage,  refuse  and  trash  shall  be  placed  in  separate
receptacles  reasonably  approved by Owner.  Tenant shall remove, or cause to be
removed by a contractor  acceptable to Owner, at Owner's sole  discretion,  such
items  as  Owner  may  expressly  designate.  (2)  Owner's  Rights  in  Event of
Noncompliance.  Owner has the option to refuse to collect or accept  from Tenant
waste products, garbage, refuse or trash (a) that is not separated and sorted as
required  by law or (b) which  consists  of such  items as Owner  may  expressly
designate  for  Tenant's  removal,  and to require  Tenant to  arrange  for such
collection   at  Tenant's   sole  cost  and  expense,   utilizing  a  contractor
satisfactory to Owner. Tenant shall pay all costs, expenses,  fines,  penalties,
or damages that may be imposed on Owner or Tenant by reason of Tenant's  failure
to comply with the  provisions  of this  Building Rule 15, and, at Tenant's sole
cost and expense,  shall  indemnify,  defend and hold Owner harmless  (including
reasonable  legal fees and  expenses)  from and against any actions,  claims and
suits arising from such noncompliance, utilizing counsel reasonably satisfactory
to Owner.


                                     RIDER A

                        Provisions Of General Application

Article A-1.   Definitions

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

               A-1.01 Intentionally Omitted.

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

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

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

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

               A-1.06 Intentionally Omitted.

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

               Insurance            Limit (All limits specified herein are
                                    subject to change by Landlord if the
                                    underlying limit of Landlord's blanket
                                    policy shall increase.)

               Public               Liability $2,000,000.00 annual aggregate,
                                    $1,000,000.00 per occurrence, written on an
                                    industry standard form.

               Contents          Full Replacement Value Coverage

               A-1.08 Intentionally Omitted.

               A-1.09 Intentionally Omitted.

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

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

               A- 1.12 (a) Tenant designates the following  individual(s) as the
          person(s)  to whom  all  notices,  communications  and  correspondence
          pertaining to this Lease should be directed:

         Name and Title              Business Address         Business Telephone
         --------------              ----------------         ------------------
         Hugh Freund, Secretary      26 Harbor Park Drive         516-484-4400
                                     Port Washington, NY 11050

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

               A-1.13 "Rent" shall mean all amounts payable by Tenant under this
          Lease,  including,  without limitation,  all Minimum Rent, real estate
          tax payments, and utility, maintenance and late charges.

               A-1.14 "Lease Commencement Date" shall be the first day of August
          2001.

               A-1.15 Intentionally Omitted.

               A-1.16 "Term" is the period from the Lease  Commencement  Date to
          the close of business  on July 31,  2011 (such date being  hereinafter
          referred to as the "Expiration Date"), or such earlier date upon which
          the Term of this Lease  shall  expire or be  cancelled  or  terminated
          pursuant  to any of the  conditions  or  covenants  of this  Lease  or
          pursuant to law.

               A-1.17 "Rentable Square Footage" shall mean approximately  25,188
          square feet and is subject to adjustment by Landlord.

               A-1.18 "Tenant's Pro Rata Share" shall be fifty percent (50%). In
          the event  Landlord  shall increase the size of the Building or in the
          event Tenant shall lease  additional  space in the Building,  Tenant's
          Pro Rata Share  shall be  adjusted  to reflect the new ratio which the
          size of the Demised Premises bears to the size of the Building.

               A- 1.19 "Taxes" shall mean any and all taxes, assessments,  sewer
          and water rents, rates and charges, license fees, impositions,  liens,
          fees,  interest,  penalties and all other  municipal and  governmental
          charges of any nature  whatsoever  (except only inheritance and estate
          taxes and  income  taxes  not  herein  expressly  agreed to be paid by
          Tenant),  whether  general  or  special,  ordinary  or  extraordinary,
          foreseen or  unforeseen,  which may  presently or in the future become
          due or  payable  or which may be  levied,  assessed  or imposed by any
          taxing  authority  on or  with  respect  to  all or  any  part  of the
          Property,  or upon the estate or interest of Landlord in the  Property
          or any part  thereof,  including,  without  limitation,  all taxes and
          assessments  for improving any streets,  alleys,  sidewalks,  sidewalk
          vaults and alley vaults, if any.

               A-1.20  "Tenant" and "Lessee"  are used  interchangeably  in this
          Lease and shall be deemed to mean the  person or entity  described  in
          the  preamble  to this  Lease  as  having  leased  the  Premises  from
          Landlord, and any permitted successor to Tenant's interest hereunder.

               A-1.21  Tenant's  federal  taxpayer   identification   number  is
          11-2581812.

Article A-2.   Rent

               A-2.01  Tenant's  obligation to pay Rent shall begin on the Lease
          Commencement Date.

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

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

               A-2.03 If Tenant shall fail to vacate and  surrender the Premises
          on the Expiration Date, Tenant, at Landlord's option,  shall be deemed
          a month-to-month  tenant and shall pay Landlord monthly rent at a rate
          equal to 150% of the Rent  payable  during the last month of the Term,
          subject to all of the other terms of this Lease  insofar as they apply
          to a  month-to-month  tenancy.  The  application of this Section shall
          under no  circumstances  be deemed to  establish a  month-to-month  or
          other form of tenancy in favor of Tenant.

               A-2.04 If Landlord shall  institute  summary  proceedings for the
          non-payment of Rent, Tenant shall pay Landlord's  attorneys' fee in an
          amount  equal to ten percent of the amount of unpaid Rent but not less
          than  $500.00.  Such fee shall be  deemed  Rent and  Landlord,  at its
          option, may include such amount in said proceedings as an unpaid item.

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

Article A-3.   Tenant's Failure to Surrender

               A-3.01 Tenant agrees to indemnify and hold harmless  Landlord and
          Landlord's principals,  directors, officers, agents and employees from
          and  against  any loss,  cost,  liability  and  expense  of any nature
          whatsoever,  including  reasonable  attorneys' fees and disbursements,
          which may arise in connection  with Tenant's  failure to surrender the
          Premises upon the expiration of the Term,  including any claims by any
          succeeding tenant.

Article A-4. Real Estate Taxes and Assessments

               A-4.01 Intentionally Omitted.

               A-4.02 Tenant shall,  commencing on the Lease  Commencement  Date
          and  continuing  throughout  the  Term of this  Lease,  be  liable  to
          Landlord  for its Pro Rata Share of Taxes for each tax year  occurring
          in whole or in part during the Term of this lease.

               Tenant  shall pay its Pro Rata Share of  Landlord's  Taxes within
          ten  (10)  days  after  Landlord  shall  deliver  to  Tenant  a demand
          therefor.  Each  such  demand  shall be  accompanied  by a copy of the
          appropriate tax bill.

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

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

Article A-5.   Insurance

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

               Tenant   acknowledges  that  Landlord's  Policy  provides  for  a
          deductible  in the event of an occurrence  and  submission of a claim.
          Tenant  agrees that if any loss or damage to the  Premises  covered by
          Landlord's Policy shall occur,  Tenant shall pay as Rent the lesser of
          (a) the repairs  required to be made in the  Premises or (b)  Tenant's
          allocable  portion of the  deductible,  prorated among Tenant and such
          other  tenants in the  Building  whose space was also  affected by the
          occurrence in the same ratio as the rentable  square  footage of their
          respective  premises bears to the total rentable square footage of all
          premises in the Building affected by such occurrence.

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

               A-5.02 (a) Tenant shall pay its Pro Rata Share of the premium for
          Landlord's Policy within ten (10) days after Landlord shall deliver to
          Tenant a demand  therefor.  Each such demand shall be accompanied by a
          copy of the appropriate bill.

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

               A-5.03  Tenant shall obtain and maintain in full force and effect
          during the Term (a) Public Liability  Insurance on an occurrence basis
          written on a Comprehensive General Liability Basis, including Premises
          /Operations,  Independent Contractor's Liability,  Products/Completed,
          Operations Liability, Water Damage Legal Liability,  Sprinkler Leakage
          Legal  Liability  and a Broad  Form  Comprehensive  General  Liability
          Endorsement,  covering  occurrences in or about the Premises,  with no
          deductible,  (b) a Plate Glass Policy  covering all plate glass in and
          about the Premises, if any and (c) insurance against loss of or damage
          to Tenant's property and fixtures on or about the Premises by fire and
          such  other  risks and  hazards  as are  insurable  under  the  latest
          available standard form of policy for "all-risk"  property  insurance,
          providing full replacement value coverage. All such insurance shall be
          written  with limits not less than the Minimum  Insurance  Coverage or
          any  increased  limits  Landlord  may  from  time to  time  reasonably
          require.  All  policies  shall be  written as  primary  coverage,  not
          contributing with, nor in excess of, coverage that Landlord may carry.
          All  insurance  maintained  by Tenant  under this  Section  shall name
          Landlord as a loss payee as respects the  improvements and betterments
          of the Property and all  insurance  maintained by Tenant under clauses
          (a) and (b) of this Section shall  protect  Landlord and name Landlord
          as an additional named insured.

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

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

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

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

               A-5.07  Each  policy of  insurance  which  Tenant is  required to
          maintain under this Lease shall clearly  specify by  endorsement  that
          the policy is taken out at the request of Tenant, which is responsible
          for all  premiums on said  policy.  Further,  each policy of insurance
          maintained by Tenant under (a) and (b) of Section A-5.03 shall clearly
          specify by  endorsement  that Landlord is an additional  named insured
          under such policy.

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

Article A-6.   Alterations: Removal By Tenant

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

               (a) Prior to the  commencement of any  Alterations,  Tenant shall
          submit  to  Landlord,  for  Landlord's  written  approval,  plans  and
          specifications  (to be  prepared  by and at  the  expense  of  Tenant)
          showing the proposed  Alterations in detail  satisfactory to Landlord.
          No  Alterations  shall begin until  Landlord  shall have approved such
          plans and specifications,  in writing, and Tenant shall have delivered
          to  Landlord  certificates  for all  insurance  Tenant is  required to
          maintain  under  this Lease in  connection  with  making  Alterations.
          Tenant shall make all  approved  Alterations  at its own  expense,  in
          accordance  with the plans and  specifications  therefor  approved  by
          Landlord  and then  only by  contractors  and  mechanics  approved  by
          Landlord.  No amendments  or additions  shall be made to any plans and
          specifications for Alterations approved by Landlord without Landlord's
          prior written consent;

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

               (c)  The  character,   outside   appearance,   usefulness  and/or
          rentability of the Premises or the Property or any part thereof, shall
          not be affected  in any way,  and such  Alterations  shall not, in the
          sole  opinion  of   Landlord,   weaken  or  impair   (temporarily   or
          permanently) the structure or lessen the value or cubic content of the
          Building,  either during the making of such  Alterations or upon their
          completion;

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

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

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

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

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

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

               (j) All work to be performed  other than Landlord's Work shall be
          performed  by Tenant using union  labor,  if required by Landlord,  at
          Tenant's sole cost and expense; and

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

               (1) Tenant shall submit its  requirements  for any and all Tenant
          work to  Landlord  and  Landlord  shall  submit a written  proposal to
          Tenant to perform the work at Tenant's  cost as  outlined.  Tenant may
          obtain proposals from other  contractors;  however,  Landlord reserves
          the right to review  said  proposals  and perform the work at or below
          the costs  indicated.  Landlord's  failure to respond within three (3)
          business  days of receipt of said  proposals  shall mean Landlord will
          not perform  the work and Tenant may proceed  with the work with other
          contractors  subject to the  applicable  terms and  conditions in this
          agreement governing alterations and improvements. Any work that Tenant
          authorizes  the  Landlord  to  perform  will be at the  sole  cost and
          expense of the Tenant and will include a fee of fifteen  percent (15%)
          of  the  actual  cost  to  Landlord  for  Landlord's  supervision  and
          overhead.  Tenant will execute a Work  Authorization  Form prepared by
          Landlord  and  issue a check  for the full  amount of the cost of such
          work prior to Landlord performing any such work.

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

Article A-7.   Acceptance and Occupancy of the Premises

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

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

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

Article A-8.   Security Deposit

               A-8.01 Landlord shall deposit all Security under this Lease in an
          interest  bearing  account.   All  interest  earned  on  the  security
          hereunder (less  Landlord's  administration  fee under Section A-8.02)
          shall be added to the then existing security and constitute additional
          security  and be  disposed of in manner set forth in Article 32 of the
          pre-printed  portion  of this  Lease  captioned  "Security".  Tenant's
          rights under this Lease to its  security  deposit may not be assigned,
          transferred, pledged, mortgaged or otherwise encumbered by Tenant, and
          any attempt by Tenant to do so shall be void and of no effect.

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

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

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

               A-8.04 Intentionally Omitted.

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

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

Article A-9.   Brokerage

               A-9. 01 Landlord  and Tenant each  represent to the other that it
          had no  dealings  or  negotiations  of any  nature  with any broker or
          agent.

Article A-10.   Sewers & Sanitary Disposal Systems

               A-10.  01 If  the  Premises  shall  be  connected  to a  sanitary
          disposal  system for Tenant's  exclusive use, Tenant shall be required
          to maintain, repair and replace the same at its sole cost and expense,
          and shall not be required to share in the expense of  maintaining  any
          other sanitary disposal system unless Tenant shall also use such other
          system.

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

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

               A-11.01 Tenant shall not permit any unusual, excessive or noxious
          noise, vibration, odor or other annoying condition to emanate from the
          Premises.  Within five (5) days of Landlord's notice to Tenant, Tenant
          shall  install or  institute,  at its sole cost and  expense,  control
          devices or procedures to eliminate such condition(s). Tenant's failure
          to eliminate  the same within such five (5) day period shall be deemed
          a material default of a substantial obligation of Tenant.

Article A-12.   Easements; Reservation of Rights

               A-12.01  Landlord  reserves  the right to create  and grant on or
          about the  Premises  utility  easements  in the form  required  by any
          utility  company,  whether  public  or  private,  in order to  furnish
          utility services to the Premises or to any other premises.

               A-12.02  Unless the  Premises  constitute  the  entire  Building,
          Landlord  reserves the right to place in,  under,  over or through the
          Premises pipes, wires, lines and facilities serving other areas of the
          Property,  provided that  Landlord  shall only do so in a manner which
          does not unreasonably  interfere with Tenant's conduct of its business
          in the Premises.

Article A-13.   Non-Liability and Indemnification

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

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

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

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

Article A-14.   Corporate Tenant and Partnership Tenant

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

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

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

Article A-15.   Rent Control

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

Article A-16.   Tenant Defaults

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

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

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

               A-16.04 (a) Notwithstanding any provision(s) in this Lease to the
          contrary,  the parties acknowledge and agree that (i) the Premises are
          demised under this Lease for a minimum aggregate Rent (subject to such
          increases  and  other  costs as  provided  throughout  this  Lease) of
          $3,355,123.28 for the Term,  payable upon the execution of this Lease,
          (ii) the terms of this Lease which  provide for the payment of Rent in
          installments are solely for the convenience of Tenant,  and (iii) upon
          the default in the payment of Rent in installments as aforesaid,  then
          the full  aggregate  Rent  hereby  reserved  for the entire  Term then
          remaining unpaid shall, at Landlord's  option,  become due and payable
          upon demand.

               (b) If Tenant shall default (i) in the timely payment of Rent and
          such  default  shall  continue  or be repeated  for three  consecutive
          months or for a total of four  months in any period of twelve  months,
          or  (ii) in the  performance  of any  particular  term,  condition  or
          covenant  of this  Lease  more  than six  times in any  period  of six
          months, then,  notwithstanding that such defaults shall have each been
          cured within the  applicable  grace periods under this Lease,  if any,
          any  further  similar  default  shall be deemed to be  deliberate  and
          Landlord  thereafter  may  terminate  this  Lease on ten days  written
          notice to Tenant, without affording Tenant an opportunity to cure such
          further default.

               A-16.05 Intentionally omitted.

               A-16.06 (a) Landlord may restrain any breach or threatened breach
          by Tenant of any  covenant or  obligation  of Tenant  under this Lease
          without the necessity of proving the inadequacy of any legal remedy or
          irreparable  harm.  The remedies of Landlord under this Lease shall be
          deemed cumulative and none of such remedies, whether exercised or not,
          shall be deemed to be to the exclusion of any other.

               (b) No Waiver.  No delay or omission of Landlord to exercise  any
          right or power arising from any default shall impair any such right or
          power  or be  construed  as a  waiver  of  any  such  default  or  any
          acquiescence  therein. No waiver of any breach of any of the covenants
          of this Lease shall be construed,  taken or held to be a waiver of any
          other  breach,  or as a  waiver,  acquiescence  in or  consent  to any
          further or succeeding  breach of the same covenant.  The acceptance by
          Landlord of any payment of Rent after the  termination  by Landlord of
          this Lease or of Tenant's right to possession  hereunder shall not, in
          the absence of an agreement in writing to the contrary by Landlord, be
          deemed  to  restore  this  Lease  or  Tenant's   right  to  possession
          hereunder,  as the case may be, but shall be construed as a payment on
          account,  and not in  satisfaction  of  damages  due  from  Tenant  to
          Landlord.

Article A-17.   Eminent Domain

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

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

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

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

               No part of any  award  for any such  taking  by  condemnation  or
          eminent  domain  shall  belong to the Tenant and Tenant  covenants  to
          execute  such  instruments  of  assignment  as shall be  necessary  or
          reasonably  required by Landlord in any condemnation or eminent domain
          proceedings, if so requested, and to turn over to Landlord any damages
          that may be recovered in such  proceedings.  Any award,  however,  for
          damages  for trade  fixtures  installed  by Tenant or anyone  claiming
          under  Tenant at its own  expense and which are not part of the realty
          shall belong to the Tenant.

               The Landlord shall have the absolute right to settle any claim in
          condemnation  proceedings without interference from Tenant and without
          any  obligation to Tenant,  and Landlord shall have the absolute right
          to make a  conveyance  of title of the real  property  being  taken by
          condemnation  proceedings  to the  public  or quasi  public  authority
          having  the  power  of  eminent  domain  in lieu  of the  condemnation
          proceedings,  and where said  conveyance is made in lieu  thereof,  it
          shall  have the same force and  effect  herein as if the  condemnation
          proceedings had proceeded to full and final completion.

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


Article A-18.   Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

               A-18.12  Tenant  shall not  permit  any  trailer,  truck or other
          vehicle  to be  parked,  stored or  otherwise  present on or about the
          Property,  except that Tenant may allow a vehicle to temporarily  park
          on the  Premises  solely for the  purposes of loading  and  unloading.
          Tenant shall, at its own cost and expense,  maintain in good condition
          and repair any loading  platform,  truck dock and or truck maneuvering
          space which is used  exclusively  by Tenant or to which Tenant has the
          right of exclusive use.

               A-18.13 No  interruption  or malfunction of any utility  services
          for any cause  whatsoever  shall constitute an eviction or disturbance
          of  Tenant's  use and  possession  of the  Premises,  or a  breach  by
          Landlord of any of its obligations hereunder or render Landlord liable
          for any damages  (including,  without  limitation,  consequential  and
          special  damages),  or entitle  Tenant to be relieved  from any of its
          obligations hereunder (including,  without limitation,  the obligation
          to pay Rent) or grant  Tenant any right of set-off or  recoupment.  In
          the  event of any such  interruption  of any such  services,  Landlord
          shall  use  reasonable  diligence  to  restore  such  service  in  any
          circumstances  in which  such  interruption  is caused  by  Landlord's
          fault.

               A-18.14 If Tenant  shall at any time fail to pay the water  meter
          charges after demand therefor by the Landlord, the Landlord shall have
          the right,  at its election,  to terminate and  discontinue  all water
          service to the Premises  including the right to remove the water meter
          from the Premises. Tenant shall bear all costs of removal of the meter
          and/or  discontinuance  of service  and all costs to restore the meter
          and of resuming service.

               A-18.15 Intentionally Omitted.

               A-18.16 Intentionally Omitted.

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

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

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

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

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

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

               A-18.23 Provided that Tenant does not occupy the entire Building,
          Landlord  reserves the right at any time to relocate Tenant to another
          location  in  the  Building.   Landlord  shall  reimburse  Tenant  for
          reasonable   moving   expenses   incurred  in  connection   with  such
          relocation.  Other than such moving  expenses,  Landlord shall have no
          liability whatsoever to Tenant.

Article A-19.   Tenant's Representations and Warranties

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

Article A-20.   Locking System

               A-20.01  Tenant  agrees  that it will not change the Key  Locking
          System currently  installed at the Demised Premises,  however,  Tenant
          can change the cylinder.  Any exterior locks installed by Tenant shall
          be known as the "Best Type" system.

Article A-21.   Testing and Certification

               A-21.01 Tenant shall  reimburse  Landlord within five (5) days of
          receipt of a bill from Landlord for all testing and certifications for
          any  mechanical and electrical  devices  contained  within the Demised
          Premises  and/or the  Building,  including  but not  limited to an RPZ
          (Back Flow Preventer).

Article A-22.   Assignment and Subletting

               A-22.01  (a) Tenant  shall have the right  without the consent of
          Landlord to (i) assign its interest in this lease to a corporation  or
          other  entity  which  shall  (A)  control  Tenant  or (B) be under the
          control of or be under common control with,  Tenant (any such entities
          or any such corporations being a "Related  Entity"),  or (ii) sublease
          all or any portion of the Premises to a Related Entity. Any assignment
          or  subletting  described  above may only be made upon the  conditions
          that:  (i) any such  assignee or subtenant  shall  continue to use the
          Premises for uses hereinabove set forth, (ii) in Landlord's reasonable
          judgment,  the principal purpose of such assignment or sublease is not
          the  acquisition  of Tenant's  interest in this Lease  (except if such
          assignment  or sublease is made to a Related  Entity and is made for a
          valid  intracorporate  business  purpose and is not made to circumvent
          the provisions of this Lease governing assignment or subletting),  and
          (iii) notwithstanding such assignment or subletting,  tenant shall not
          be  relieved  of any or all of its  obligations  under  this  Lease as
          assigned.  Tenant shall within ten (10) days after  execution  thereof
          deliver to Landlord (i) a duplicate original  instrument of assignment
          in form  and  substance  reasonably  satisfactory  to  Landlord,  duly
          executed by Tenant,  (ii) a duplicate original  instrument in form and
          substance  reasonably  satisfactory to Landlord,  duly executed by the
          assignee,   in  which  such  assignee  shall  assume   observance  and
          performance of, and agree to be personally bound by, all of the terms,
          convenience  and  conditions  of the  Lease,  on  Tenant's  part to be
          observed and performed from and after the date of such assignment,  or
          (iii)  a  duplicate   original   sublease  in   substance   reasonably
          satisfactory to Landlord, duly executed by Tenant and subtenant.

               (b)  Except as set forth  above,  at any time that the  shares of
          Tenant  are  not  listed  on a  public  exchange,  either  a  transfer
          (including  the issuance or reissuance  of treasury  stock or creation
          and issuance of new stock) of a controlling  interest in the shares of
          Tenant  (if  Tenant is a  corporation  or trust)  or a  transfer  of a
          majority of the total  interest in Tenant (if Tenant is a  partnership
          or limited liability company) at any one time or over a period of time
          through a series of  transfers,  shall be deemed an assignment of this
          Lease and shall be subject to all of the  provisions of Article 11 and
          of this Article A-22, including,  without limitation,  the requirement
          that Tenant obtain Landlord's prior consent thereto.
<PAGE>
                                     RIDER B

                                 Rent Escalation

Article B-1.   Rent Escalation

     B-1.01 The Fixed  Minimum  Rent of Two  Hundred  Sixty-six  Thousand  Seven
Hundred Forty-seven  Dollars and Sixty-five Cents ($266,747.65)  reserved in the
preamble to this Lease shall be increased (the "Recomputed  Fixed Minimum Rent")
as of the first day of January each subsequent  lease year after the first lease
year of the Term in accordance with the following Schedule:

                Lease Year                         Recomputed Fixed Minimum Rent

                   1                                    $266,747.65
                   2                                    $280,085.03
                   3                                    $294,089.28
                   4                                    $308,793.75
                   5                                    $324,233.44
                   6                                    $340,445.11
                   7                                    $357,467.36
                   8                                    $375,340.73
                   9                                    $394,107.77
                   10                                   $413,813.16

<PAGE>
                                     RIDER C

                       Provisions of Specific Application


Article C-1.   Repairs; Maintenance

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

               Tenant  shall  not  commit  or  suffer  waste  or  injury  to the
          Premises.  Tenant  shall  place all of its  refuse  and  rubbish  in a
          dumpster  which Tenant shall obtain and maintain at the  Premises.  No
          trash or other  debris  shall be  permitted  to remain  outside of the
          dumpster.  If, in Landlord's opinion the dumpster maintained by Tenant
          is  insufficient  for Tenant's  use,  Tenant shall at its own cost and
          expense  obtain  either a larger or, if space  permits,  an additional
          dumpster. If Landlord so elects, Landlord may supply a dumpster and/or
          compactor and Tenant shall pursuant to C-1.03 be  responsible  for its
          Pro Rata  Share.  Tenant  shall not cause or permit any  materials  or
          substances  of any nature to be poured or  otherwise  deposited in the
          storm drains and drywells situated about the Property.

               C-1.02 If Tenant shall fail to perform any repairs or maintenance
          work as  required  under this Lease or  necessitated  by any breach by
          Tenant of its covenants  hereunder  within ten (10) days of Landlord's
          notice thereof to Tenant,  or immediately in the case of an emergency,
          or, if such work be of such nature  that it cannot with due  diligence
          be completed  within ten (10) days and Tenant shall not have commenced
          making  such  repair  within  such ten (10) day period and  thereafter
          prosecuted  the same in good faith with due  diligence  to  completion
          within a  reasonable  period of time,  Landlord,  without  any further
          notice to Tenant,  may perform such work. In such event,  Tenant shall
          pay as Rent the cost of such  work,  plus  twenty-five  percent of the
          overhead and  supervision,  on demand from Landlord.  Receipted  bills
          from  contractors,  materialmen  and/or  laborers  shall be conclusive
          proof of the cost thereof.

               C-1.03  Landlord shall make all  structural and exterior  repairs
          (except those set forth in Section  C-1.01 and, at Landlord's  option,
          those  repairs  necessitated  by the acts or omissions of Tenant,  its
          employees,  agents  and/or  contractors)  to the  Building,  and shall
          maintain and make all necessary repairs and replacements to the common
          areas  and  parking  areas,   including,   without   limitation,   the
          maintenance  of  appropriate  insurance,  removal  of  snow  and  ice,
          necessary  repairs to any plumbing lines and  electrical  wires (above
          ground and  underground,  except  those  which serve  exclusively  the
          Premises   or  any  other   premises  in  the   Building),   striping,
          landscaping,  clean-up,  bulb,  lamp and light  stanchion  replacement
          (excluding  any  permitted  signs of Tenant  and other  tenants in the
          Building),  systems  maintenance  and the cost of  rental  collection.
          Tenant shall, commencing on the Lease Commencement Date and continuing
          throughout the Term of this Lease,  be liable to Landlord for Tenant's
          Pro Rata Share of the cost of all work  performed  by  Landlord  under
          this  Section,  and shall pay as Rent on account  thereof its Pro Rata
          Share of the cost of such work  within  ten (10) days  after  Landlord
          shall  deliver  to  Tenant  a  demand  therefor.  Notwithstanding  the
          foregoing,  Tenant  shall  bear  the  entire  cost  of any  repair  or
          maintenance  work  necessitated by any act or omission of Tenant,  its
          employees, agents and/or contractors,  including,  without limitation,
          the costs of  cleaning  and  pumping  the storm  drains  and  drywells
          situated about the Property.

               Within one hundred  twenty days after the expiration of the first
          calendar  year  during the Term,  Landlord  shall  deliver to Tenant a
          statement of the actual cost of such work  referred to above.  If such
          statement shows that Tenant has paid less than Tenant's Pro Rata Share
          of such  costs,  then Tenant  shall  immediately  pay to Landlord  the
          difference.  Each calendar year thereafter the same procedure shall be
          followed.

               C-1.04  The term  "structural  repairs"  shall be  deemed to mean
          repairs and replacements of and to the structural  steel,  foundation,
          roof deck and bearing  walls  only.  The term  non-structural  repairs
          shall be  deemed  to mean all  repairs  and  replacements  other  than
          structural repairs.

               C-1.05 Tenant shall pay as Rent on demand Tenant's Pro Rata Share
          of the cost of the  supervisory  service for the Building's  sprinkler
          system, if any.

               C-1.06  Tenant  shall not cause or permit  any  individual(s)  to
          enter upon the roof of the Building without  Landlord's  express prior
          written  consent.  Tenant shall not allow any grease or other  foreign
          substance  to be  deposited  within  the  plumbing  system or the HVAC
          system servicing the Premises, or elsewhere in or about the Premises.

               C-1.07  Tenant  shall  pay  its Pro  Rata  Share  of the  cost of
          maintaining  service agreements for the maintenance of all heating and
          air conditioning equipment in or on the roof of the Premises.

               C-1.08  Tenant  shall  at  its  own  expense,   comply  with  all
          applicable  laws,  ordinances  and  requirements  for the  sorting  or
          separation of Tenant's garbage.

Article C-2.   Utilities

               C-2.  01  Landlord  shall  obtain  all  utilities  necessary  for
          Tenant's  use  of the  Demised  Premises  directly  from  the  utility
          companies or vendors servicing the Demised Premises.  The cost of such
          services shall be paid by Tenant directly to such companies.

               C-2.02 Notwithstanding anything herein to the contrary,  Landlord
          may redistribute or furnish  electricity  and/or gas  ("utilities") to
          the Demised Premises in a manner and in such reasonable  quantities as
          may be required  by Tenant to service  Tenant's  permitted  use in the
          Demised Premises.  In such event,  Tenant shall pay to Landlord within
          30 days after  billing,  as additional  rent, a sum  ("Utility  Rent")
          determined in the manner set forth below. Such sum shall be determined
          by an  independent  engineer or  consulting  firm selected by Landlord
          (the "Engineer"). The Engineer shall make a survey of Tenant's utility
          usage in the Demised  Premises,  to determine the Utility Rent. In the
          event  Tenant  disputes  any such  determination,  Tenant may employ a
          consultant to make a survey of the cost of such utility to the Demised
          Premises.  The  determination  of such  consultant  shall be  promptly
          submitted to Landlord.  If Landlord's and Tenant's  consultants cannot
          mutually  agree as to the cost of such  utility,  the matter  shall be
          submitted for  arbitration  to the office of the American  Arbitration
          Association  nearest the Property,  in  accordance  with rules of such
          American Arbitration Association.  Pending such determination,  Tenant
          shall  continue to pay the charges as billed by  Landlord.  Each party
          shall  pay the  cost of its own  Engineer  or  consultant.  Any  final
          adjustment shall be made at the time on the arbitration award.


               C-2.03 If either the quantity or character of the utility service
          is  changed  by the  utility  company  supplying  such  service to the
          Building,   or  is  no  longer  available  or  suitable  for  Tenant's
          requirements,   or  if  there  shall  be  a  change,  interruption  or
          termination  of such service due to a failure or defect on the part of
          the utility company,  no such change,  unavailability,  unsuitability,
          failure or defect shall constitute an actual or constructive eviction,
          in whole or in part,  or entitle  Tenant to any payment from  Landlord
          for any loss,  damage or expense,  or to  abatement or  diminution  of
          Minimum Rent or additional rent, or otherwise  relieve Tenant from any
          of its  obligations  under this lease,  or impose any obligation  upon
          Landlord or its agents.  In on event shall Landlord be responsible for
          any failures of the utility  providing  such service or the negligence
          or other acts of third parties causing any such interruption.

               C-2.04  Tenant  shall not apply for any  separate  utility  meter
          without Landlord's prior written consent.

               C-2.05 Tenant,  at its sole cost and expense,  shall maintain all
          applicable  utility  company service lines and meters located in or on
          the exterior of the Premises.

Article C-3.   Parking Facilities

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

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

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

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

Article C-4.   Signage

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

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

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

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

               C-4.05   Notwithstanding  any  other  provision  of  this  Lease,
          Landlord  may install a pylon  directory  sign at the  entrance to the
          Property  for the  benefit  of  Tenants.  If  Tenant  elects  to place
          Tenant's  name on such pylon sign,  Tenant  shall be  responsible  for
          paying to Landlord its Pro Rata Share of  installation by Landlord for
          such sign.

Article C-5.   Liability for Hazardous Wastes

               C-5.01  Tenant  shall not cause or allow to be caused on or about
          the Premises any Hazardous  Environmental  Condition  (as  hereinafter
          defined),  and  Tenant  shall  not  store,  manufacture,  dispose  of,
          process,  keep,  or maintain at the Premises any substance or material
          whatsoever  which  has the  potential  of  being  deemed  a  hazardous
          substance or material by any  governmental  jurisdiction  or authority
          including,  without  limitation,  the  governmental  jurisdictions  or
          authorities  described  below in the  definition of the term Hazardous
          Environmental   Condition.   Tenant  and  Tenant's   principals  shall
          indemnify  and  hold  harmless  Landlord,  its  officers,   directors,
          principals,  successors  and assigns and the Property from and against
          any and all claims, obligations,  liabilities,  violations, penalties,
          fines,  governmental  orders,  suits,  causes  of  action,  judgments,
          damages (civil,  criminal or both) and all other costs and expenses of
          any nature whatsoever  including without limitation  consultants' fees
          and attorneys' fees, which may result from any Hazardous Environmental
          Condition  caused in connection  with Tenant's use or occupancy of the
          Premises. The term "Hazardous  Environmental Condition" shall mean any
          condition  in, on or under the Premises  arising from or in connection
          with any source or cause whatsoever,  including,  without  limitation,
          the spilling,  leaking,  leaching,  migration,  discharge,  dispersal,
          release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic
          chemicals,  liquids or gases,  petroleum or petroleum products,  waste
          materials  or  other  irritants,  contaminants,  pollutants  or  other
          substances  of any nature into or upon land,  the  atmosphere,  or any
          water  course or body of water,  or ground  water  whether  sudden and
          accidental  or over a course of time,  which  either (a) has caused or
          has the potential of causing  bodily injury or property  damage to any
          person  or  thing  or (b)  is or  may  hereafter  be  designated  as a
          "hazardous  waste",   "hazardous  substance",   "regulated  waste"  or
          "regulated  substance"  or any  other  term of  similar  import by any
          governmental   jurisdiction   with   authority,   including,   without
          limitation, the United States Environmental Protection Agency, the New
          York Department of Environmental Conservation and/or the Nassau County
          Department  of Health,  which  requires or may  hereafter  require the
          development and implementation of a remedial program, and/or result in
          the imposition of fines and/or  penalties,  and/or impose on the Owner
          of   the   Premises   any   obligation   whatsoever.   The   foregoing
          indemnification  shall  survive the  termination  of this  Lease,  and
          without limiting the generality of the foregoing,  Tenant and Tenant's
          principals shall indemnify and hold harmless Landlord from and against
          (i) any and all liens for  remedial  expenses in favor of any federal,
          state and/or local governmental authority or municipality and (ii) any
          and all legal  fees and  disbursements  incurred  in  connection  with
          defending  any  suits  or   proceedings   pertaining  to  a  Hazardous
          Environmental Condition including suits to enforce this Article.

               C-5.02 Landlord and its employees and agents shall have the right
          to enter the Demised Premises at any time to conduct tests at Tenant's
          expense and to inspect the Demised  Premises.  The purpose of any such
          tests or inspections shall be to determine the condition, specifically
          the  environmental  condition,  of the Premises and to insure Tenant's
          compliance with Article C-5.01.

Article C-6.   Miscellaneous

               C-6.01  The  Rentable  Square  Footage of the  Premises  has been
          computed by measuring at floor level from the outside  exterior  walls
          (or, in the case of any  overhang(s)  extending from any such wall(s),
          from the outside,  of each such  overhang at the  furthest  point from
          said exterior  wall) and, if the Premises do not constitute the entire
          Building, the midpoint of demising walls, and the outside (common area
          side) of demising walls between the Premises and common  corridors and
          areas, if any.