Exhibit 10.3

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                         STANDARD FORM OF OFFICE LEASE
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Agreement of
Lease, made as of this 1st day of May 2002, between

      LONG  ISLAND  INDUSTRIAL  GROUP  LLC,  having an  office at 575  Underhill
Boulevard, Suite 125, Syosett, New York 11791

party of the; first part,  hereinafter referred to as OWNER and/or Landlord, and
PORTA SYSTEMS CORP., having an office at 575 Underhill  Boulevard,  Syosett, New
York 11791

      party of the second part, herein referred to as TENANT, Witnesseth:  Owner
hereby leases to Tenant and Tenant hereby hires from Owner Suite 110

      (Substantially as shown on the attached sketch)

in the building  known as 6851 Jericho  Turnpike, Syosett,  New York  11791 (the
"Building"), for the term of five (5) years

(or until such term shall  sooner cease and expire as  hereinafter  provided) to
commence on the Commencement Date

      and to end on the  Expiration  Date,  both dates  inclusive,  at an annual
      rental  rate as shown on  Schedule  "A"  annexed  hereto,  and made a part
      hereof,  which sets forth the  Commencement  Date, the Expiration Date and
      the annual rent payable by Tenant to Landlord hereunder,

which Tenant  agrees to pay in lawful money of the United  States which shall be
legal tender in payment of all debts and dues,  public and private,  at the time
of payment,  in equal monthly  installments  in advance on the first day of each
month during said term,  at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first 1st monthly  installment(s)  on the execution  hereof (unless this
lease be a renewal)

In the event that, at the commencement of the term of this lease, or thereafter,
Tenant shall be in default in the payment of rent to Owner pursuant to the terms
of another lease with Owner or with Owner's  predecessor in interest,  Owner may
at Owner's option and without notice to Tenant add the amount of such arrears to
any monthly  installment of rent payable hereunder and the same shall be payable
to Owner as additional  rent. The parties hereto,  for themselves,  their heirs,
distributes, 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  demised  premises for  executive and
administrative  offices for Tenant's  telecommunications  business and for light
assembly  of  telecommunication  devices  incidental  thereto,  and for no other
purpose.

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Tenant Alterations:

3.  Tenant  shall make no changes in or to the  demised  premises  of any nature
without Owner's prior written  consent.  Subject to the prior written consent of
Owner, and to the provisions of this article,  Tenant at Tenant's  expense,  may
make   alterations,   installations,   additions  or   improvements   which  are
non-structural  and  which  do not  affect  utility  services  or  plumbing  and
electrical  lines,  in or to the  interior  of the  demised  premises  by  using
contractors or mechanics  first approved by Owner.  Tenant shall,  before making
any  alterations,  additions,  installations  or  improvements,  at its expense,
obtain all permits,  approval and  certificates  required by any governmental or
quasi-governmental bodies and (upon completion).  certificates of final approval
thereof and shall deliver promptly duplicates of all such permits, approvals and
certificates  to Owner  and  Tenant  agrees  to carry  and will  cause  Tenant's
contractors and  sub-contractors to carry such workman's  compensation,  general
liability,  personal and property damage insurance as Owner may require.  If any
mechanic's lien Is filed against the demised premises,  or the building of which
the same  forms a part,  for work  claimed to have been done for,  or  materials
furnished to,  Tenant,  whether or not done  pursuant to this article,  the same
shall be  discharged  by Tenant  within  thirty  days  thereafter,  at  Tenant's
expense,  by filing the bond  required by law. All  fixtures  and all  paneling,
partitions,  railings and like  installations,  installed in the premises at any
time,  either by Tenant or by Owner on Tenants behalf,  shall, upon installation
become the property of the Owner and shall remain upon and be,  surrendered with
the demised  premise unless Owner, by notice to Tenant no later than twenty 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 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 prevent  Tenants  removal of trade  fixtures,  moveable office
furniture and equipment,  but upon removal of any such from the premises or upon
removal  of other  installations  as may be  required  by  Owner,  tenant  shall
immediately and at its expense, repair and restore the premises to the condition
existing prior to Installation  and repair any damage to the demised premises or
the  building  due to such  removal.  All  property  permitted or required to be
removed,  by  Tenant  at the end of the term  remaining  in the  premises  after
Tenant's  removal  shall be deemed  abandoned and may, at the election of Owner,
either be retained as Owner's property or removed from the premises by Owner, at
Tenant's expense.

Maintenance and  Repairs:

4.  Tenant  shall,  throughout  the term of this  lease,  take  good care of the
demised  premises  and the  fixtures  appurtenances  therein.  Tenant  shall  be
responsible  for all damage or injury to the demised  premises or any other part
of the  building  and the  systems  and  equipment  thereof,  whether  requiring
structural or  nonstructural  repairs caused by or resulting from  carelessness,
omission,  neglect or improper conduct of Tenant,  Tenants  subtenants,  agents,
employees, invitees or licensees, or which arise out of any work, labor, service
or equipment  done for or supplied to Tenant or any  subtenant or arising out of
the installation, use or operation of the property or equipment of Tenant or any
subtenant.  Tenant  shall also repair all damage to the building and the demised
premises  caused by the moving of Tenant's  fixtures,  furniture and  equipment.
Tenant  shall  promptly  make,  at Tenant's  expense,  all repairs in and to the
demised premises for which Tenant is responsible,  using only the contractor for
the  trade  or  trades  in  question,  selected  from a  list  of at  least  two
contractors  per trade  submitted  by  Owner.  Any  other  repairs  in or to the
building or the facilities  and systems  thereof for which Tenant is responsible
shall be  performed by Owner at the Tenant's  expense.  Owner shall  maintain in
good working  order and repair the exterior and the  structural  portions of the
building,  including the structural  portions of its demised  premises,  and the
public  portions  of  the  building  Interior  and  the  building  plumbing  and
electrical  systems (to the extent such  systems  presently  exist)  serving the
demised premises. Tenant agrees to give prompt notice of any defective condition
in the premises for which Owner nay be responsible hereunder.  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 others making repairs,  alterations,  additions or improvements in
or to any  portion of the  building  or the  demised  premises  or in and to the
fixtures,  appurtenances or equipment  thereof.  It is specifically  agreed that
Tenant  shall not be entitled to any set off or  reduction  of rent by reason of
any failure of Owner to comply with the  covenants of this or any other  article
of this Lease.  Tenant  agrees that Tenant's sole remedy at law in such instance
will be by way of an action or damages for breach of contract. The provisions of
this Article 4 shall not apply in the case of fire or other  casualty  which are
dealt with in Article 9 hereof.

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  labor  law or any  other  applicable  law or of the  Rules of the  Board of
Standards  and  Appeals,  or of any  other  Board or body  having  or  asserting
jurisdiction.

Requirements of Law, Fire Insurance Floor Loads:

6. Prior to the commencement of the lease term, if Tenant is then in possession,
and at all times  thereafter,  Tenant at Tenant's  sole cost and expense,  shall
promptly comply with all present and future laws,  orders and regulations of all
state, federal,  municipal and local governments,  departments,  commissions and
boards and any direction of any public officer  pursuant to law, and all orders,
rules and  regulations  of the New York  Board of Fire  Underwriters,  Insurance
Services Office, or any similar body which shall impose any violation,  order or
duty upon Owner or Tenant with respect to the demised.  premises, whether or not
arising  out of  Tenant's  use or manner  of use  thereof,  (including  Tenant's
permitted  use) or, with  respect to the building if arising out of Tenant's use
or manner of use of the premises or the building  (including  the use  permitted
under the lease). 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 may, after
securing Owner to Owner's satisfaction against all damages, interest,  penalties
and expenses, including, but not limited to, reasonable attorney's fees, by cash
deposit or by surety bond in an amount and in a company  satisfactory  to Owner,
contest and appeal any such laws,  ordinances,  orders,  rules,  regulations  or
requirements  provided same is done with all reasonable  promptness and provided
such appeal shall not subject  Owner to  prosecution  for a criminal  offense or
constitute  a default  under  any lease or  mortgage  under  which  Owner may be
obligated,  or cause the demised premises or any part thereof to be condemned or
vacated.  Tenant shall not do or permit any act or thing to be done in or to the
leased  premises  which is contrary to law,  or which wi11  invalidate  or be in
conflict with public  liability,  fire or other policies of insurance at my time
carried by or for the benefit of Owner with  respect to the demised  premises or
the building of which the demised premises form a part, or

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which shall or might  subject Owner to any  liability or  responsibility  to any
person or for property  damage.  Tenant  shall not keep  anything in the demised
premises except as now or hereafter  permitted by the Fire Department,  Board of
Fire Underwriters,  Fire Insurance Rating Organization or other authority having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire  insurance  applicable to the  building,  nor use the
premises in a manner which will increase the insurance  rate for the building or
any property  located  therein over that in effect prior to the  commencement of
Tenants occupancy.  Tenant shall pay all costs, expenses,  fines,  penalties, or
damages,  which may be imposed upon Owner by reason of Tenants failure to comply
with the  provisions  of this  article and if by reason of such failure the fire
insurance rate shall, at the beginning of this lease, or at any time thereafter,
be higher than it otherwise  would be, then Tenant  shall  reimburse  Owner,  as
additional  rent  hereunder,  for that  portion  of all fire  insurance  premium
thereafter  paid by Owner which shall have been charged  because of such failure
by Tenant. In any action or proceeding  wherein Owner and Tenant are parties,  a
schedule or "make-up" of rate for the building or demised premises issued by the
New York Fire  Insurance  Exchange,  or other body making fire  insurance  rates
applicable  to said premises  shall be conclusive  evidence of the facts therein
stated and of the  several  items and charges in the fire  insurance  rates then
applicable to said premises. Tenant shall not place a load upon any floor of the
demised  premises  exceeding  the floor load per  square  foot area which it was
designed  to carry and which is  allowed  by law.  Owner  reserves  the right to
prescribe the weight and position of all safes, business machines and mechanical
equipment.  Such  installations  shall be placed and  maintained  by Tenant,  at
Tenant's expense,  in settings  sufficient,  in Owner's judgment,  to absorb and
prevent vibration, noise and annoyance.

Subordination:

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

Property Loss, Damage Reimbursement, Indemnity:

8. Owner or its agents  shall not be liable for any damage to property of Tenant
or of others  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 will not be liable for any such damage  caused by other tenants or
persons in, upon or about said building or caused by operations in  construction
of any private,  public or quasi public work.  If at any time any windows of the
demised premises are temporarily closed,  darkened or bricked up (or permanently
closed,  darkened or bricked  up, if required by law) for any reason  whatsoever
including,  but not limited to Owner's  own acts,  Owner shall not he liable for
any damage  Tenant may sustain  thereby and Tenant  shall not be entitled to any
compensation  therefore  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 the Tenant,
Tenant's  agents,  contractors,   employees,  invitees  or  licensees.  Tenant's
liability  under this lease extends to the acts and omissions of any sub-tenant,
and any agent, contractor,  employee,  invitee or licensee of any sub-tenant. In
case any action or  proceeding  is brought  against  Owner by reason of any such
claim, Tenant upon written notice from Owner, will, at Tenant's expense,  resist
or defend such  action or  proceeding  by counsel  approved by Owner in writing,
such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

9. (a) If the demised  premises or any part thereof  shall be damaged by fire or
other  casualty,  Tenant shall give  immediate  notice thereof to Owner and this
lease shall continue in full force and effect except as  hereinafter  set forth.
(b) If the demised premises are partially damaged or rendered partially unusable
by fire or other  casualty,  the damages thereto shall be repaired by and at the
expense  of Owner  and the  rent,  until  such  repair  shall  be  substantially
exculpated,  shall be apportioned from the day following the casualty  according
to the part of the  premises  which is usable.  (c) If the demised  premises are
totally damaged or rendered wholly unusable by fire or other casualty,  then the
rent  shall  be  proportionately  paid  up to  the  time  of  the  casualty  and
thenceforth  shall  cease  until  the date  when the  premises  shall  have been
repaired and restored by Owner, subject to Owner's right to elect not to restore
the same as  hereinafter  provided.  (d) If the demised  premises  are  rendered
wholly unusable or (whether or not the demised  premises are damaged in whole or
in part) if the building shall be so damaged that Owner shall decide to demolish
it or to rebuild it, then,  in any of such events,  Owner may elect to terminate
this lease by written notice to Tenant,  given within 90 days after such fire or
casualty,  specifying a date for the  expiration of the lease,  which date shall
not be more than 60 days  after the  giving  of such  notice,  and upon the date
specified  in such  notice  the term of this  lease  shall  expire  as fully and
completely as if such date were time date set forth above for the termination of
this lease and Tenant shall  forthwith  quit,  surrender and vacate the premises
without  prejudice  however,  to Landlord's  rights and remedies  against Tenant
under the lease  provisions in effect prior to such  termination,  and any remit
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 for herein,
Owner shall make the repairs and  restorations  under the  conditions of (b) and
(c) hereof, with all reasonable expedition,  subject to delays due to adjustment
of insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty,  Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as  reasonably  possible,  all of Tenant's  salvageable
inventory  and  movable  equipment,  furniture,  and  other  property.  Tenant's
liability  for rent shall resume five (5) days after  written  notice from Owner
that the premises are substantially  ready for Tenant's  occupancy.  (e) Nothing
contained  hereinabove  shall relieve  Tenant from liability that may exist as a
result of damage from fire or other  casualty.  Notwithstanding  the  foregoing,
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

<PAGE>

and waives all right of recovery  against the other or any one claiming  through
or under each of them by way of subrogation or otherwise.  The foregoing release
and waiver shall be in force only if both releasers'  insurance policies contain
a clause  providing  that such a  release  or waiver  shall not  invalidate  the
insurance.  If, and to the extent,  that such waiver can be obtained only by the
payment of  additional  premiums,  then the party  bone-fitting  from the waiver
shall pay such premium  within ten days after written  demand or shall be deemed
to have agreed that the party obtaining  insurance coverage shall be free of any
further  obligation  under  the  provisions  hereof  with  respect  to waiver of
subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant's
furniture  and/or  furnishings  or any fixtures or equipment,  improvements,  or
appurtenances removable by Tenant and agrees that Owner will not be obligated to
repair any damage  thereto or replace  the same.  (f) Tenant  hereby  waives the
provisions  of  Section  227 of the  Real  Property  Law  and  agrees  that  the
provisions of this article shall govern and control in lien thereof.

Eminent Domain:

10.  If the  whole or any part of the  demised  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 Tenant shall have no claim for the
value of any unexpired tern: of said lease and assigns to Owner, Tenant's entire
interest in any such award.

Assignment, Mortgage, Etc.:

11. Tenant, for itself, its heirs, distributes, 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.  If this lease be assigned, or if the
demised  premises or any part  thereof be underlet or occupied by anybody  other
than Tenant, Owner may, after default by Tenant, collect rent from the assignee,
under-tenant or occupant, arid apply the net amount collected to the rent herein
reserved,  hut no such assignment,  underletting,  occupancy or collection shall
be  deemed  a  waiver  of this  covenant,  or the  acceptance  of the  assignee,
under-tenant  or  occupant  as tenant,  or a release of Tenant  from the further
performance by Tenant of covenants on tire 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. See Paragraph 55th in Rider.

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 arid 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.  Tire 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 it  necessary  and  reasonably  desirable to the
demised  premises  or to any other  portion of the  building  or which Owner may
elect to perform.  Tenant  shall  permit  Owner to use and  maintain and replace
pipes and conduits in and through  this demised  premises and to erect new pipes
and conduits  therein  provided they are concealed  within the walls,  floor, or
ceiling.  Owner may,  during the  progress of any work in the demised  premises,
take all necessary  materials and equipment into said premises  without the same
constituting  an eviction  nor shall the Tenant be entitled to any  abatement of
rent  while  such work is in  progress  nor to any  damages by reason 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 months of the term for the  purpose of showing  the same to
prospective  tenants.  If Tenant is not present to open and permit an entry Into
the premises,  Owner or Owners  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 O5 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 nay  immediately  enter,  alter,  renovate or redecorate  the
demised premises without limitation or abatement of rent, or incurring liability
to Tenant for any compensation and such  act shall have no effect on this lease
or Tenant's obligations hereunder.

Vault, Vault Space, Area:

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

Occupancy:

15.  Tenant  will.  riot at any time use or  occupy  the  demised  premises  in
violation of the  certificate of occupancy  issued for the building of which the
demised premises are a part.  Tenant has inspected the premises and accepts them
as is,  subject to the riders  annexed  hereto with respect to Owner's  work, if
any. In any event,  Owner makes no  representation  as to the  conditions of the
premises and Tenant agrees to accept the same subject to violations,  whether or
not of record.

Bankruptcy:

16. (a) Anything elsewhere in this lease to the contrary notwithstanding,  thus
lease may he canceled by Owner by the sending of a


<PAGE>

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 tire debtor;  or (2) the making by
Tenant of an  assignment or any other  arrangement  for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant,  or by reason of any  statute  or order of court,  shall  thereafter  be
entitled to  possession  of the premises  demised but shall  forthwith  quit and
surrender the premises.  If this lease shall be assigned in accordance  with its
terms,  the provisions of this Article 16 shall be applicable  only to the party
then owning Tenant's interest in this lease.

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

Default:

17. (1) If Tenant  defaults in  fulfilling  any of the  covenants  of this lease
other than the covenants  for the payment of rent or additional  rent; or if the
demised  premises  become vacant or deserted;  or if any execution or attachment
shall be issued against Tenant or any of Tenant's property whereupon the demised
premises  shall be taken or occupied by someone  other than  Tenant;  or if this
lease be rejected under * 235 of Title 11 of the U.S. Code (bankruptcy code); or
if Tenant shall make default  with respect to any other lease  between  Landlord
and  Tenant  or if Tenant  shall  fail to move  into or take  possession  of the
premises  within fifteen (15) days after the  commencement  of the terms of this
lease, then, In any one or more of such events, upon Owner serving a written ten
(10) days notice upon Tenant  specifying the nature of said default and upon the
expiration  of said ten (10) 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 samne cannot be  completely  cured or remedied  within said
ten (10) day period,  and if Tenant shall not have diligently  commenced  during
such default  within such ten (10) day period,  amid 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.

(2) If the notice  provided  for in (1) hereof  shall have been  given,  and the
terms  shall  expire  as  aforesaid;  then and in any of such  events  Owner may
without notice, re-enter the demised premises either by force or otherwise,  and
dispossess   Tenant  by  summary   proceedings  or  otherwise,   and  the  legal
representative  of Tenant or other occupant of demised premises and remove their
effects  and hold the  premises  as if this lease had not been made,  and Tenant
hereby  waives the service of notice of  intention  to re-enter or to  institute
legal  proceedings to that end. If Tenant shall make default  hereunder prior to
the date fixed as the  commencement  of any renewal or  extension of this lease,
Owner nay 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
sunrmary  proceedings or otherwise,  (a) the rent shall became due thereupon and
be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner
may  re-let the  premises  or any part or parts  thereof,  either in the name of
Owner or  otherwise,  for a term or terms,  which may at Owner's  option be less
than or exceed the period which would otherwise have  constituted the balance of
the term of this lease and may grant concessions or free rent or charge a higher
rental than that in this lease,  and/or (c) Tenant or the legal  representatives
of Tenant shall also pay Owner as liquidated  damages for time failure of Tenant
to observe and perform said Tenant's covenants herein contained,  any deficiency
between  time rent  hereby  reserved  and/or  covenanted  to be paid and the net
amount, if any, of the rents collected on account of tire lease or leases of the
demised  premises  for each  month of the  period  which  would  otherwise  have
constituted  the  balance  of the term of this  lease.  The  failure of Owner to
re-let the  premises  or any part or parts  thereof  shall not release or affect
Tenants liability for damages.  In computing such liquidated damages there shall
be added to the said  deficiency  such expenses as Owner may incur in connection
with re-letting, such as legal expenses, attorneys' fees, brokerage, advertising
and for keeping the demised premises in good order or for preparing the same for
re-letting. Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent day  specified  in this lease and any suit brought to collect
the amount of the  deficiency  for any month shall not  prejudice in any way the
rights of Owner to collect the deficiency 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,  sake such alterations,  repairs,
replacements,  and/or  decorations in the demised  premises as Owner, in Owner's
sole judgment,  considers  advisable and necessary for the purpose of re-letting
tire  demised   premises,   and  the  making  of  such   alterations,   repairs,
replacements,  and/or  decorations  shall not operate or he 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 time
event that the  demised  premises  are  re-let,  for failure to collect the rent
thereof  under such  re-lettinig,  and in no event  shall  Tenant be entitled to
receive any excess, if any, of such net rents collected over the sums payable by
Tenant to Owner  hereunder.  In the event of a breach  or  threatened  breach by
Tenant of any of the covenants or provisions hereof,  Owner shall have the right
of injunction  and the right to invoke any remedy allowed at law or in equity as
if re-entry,  summary  proceedings  and other remedies were not herein  provided
for. Mention in this lease of any particular  remedy,  shall riot preclude Owner
from any other remedy,  in law or in equity.  Tenant hereby expressly waives any
and all rights of  redemption  granted by or under any present or future laws in
the event


<PAGE>

of Tenant being evicted or dispossessed  for any cause, or in the event of Owner
obtaining  possession of demised premises,  by reason of the violation by Tenant
of any of the covenants and conditions of this lease, or otherwise.

Fees and Expenses:

19. If Tenant shall  default in the  observance  or  performance  of any term or
covenant on Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease,  then, unless otherwise
provided  elsewhere  in  this  lease,  Owner  may  immediately  or at  any  time
thereafter and without notice performs the obligation of Tenant  thereunder.  If
Owner,  in connection  with the  foregoing or in connection  with any default by
Tenant in the covenant to pay rent hereunder,  makes any  expenditures or incurs
any  obligations  for  the  payment  of  money,  including  but not  limited  to
attorney's  fees,  in  instituting,  prosecuting  or  defending  any  action or
proceeding, the 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  five (5)  days of  rendition  of any bill or
statement to Tenant  therefor.  If Tenant's lease term shall have expired at the
time of making of such expenditures or incurring of such obligations,  such sums
shall be recoverable by Owner as damages.

Building Alterations and Management:

20.  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 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
or the part of Owner by reason of inconvenience, annoyance or injury to business
arising  from Owner or other  Tenants  making any repairs in the building or any
such alterations, additions and improvements. Furthermore, Tenant shall not have
any claims against Owner by reason of Owner's imposition of such controls of the
manner of access to the building by Tenant's social or business visitors as time
Owner may deem necessary for the security of the building and its occupants.

No Representations by Owner:

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


<PAGE>

of Tenant being evicted or dispossessed  for any cause, or in the event of Owner
obtaining  possession of demised premises,  by reason of the violation by Tenant
of any of the covenants and conditions of this lease, or otherwise.

Fees and Expenses:

19. If Tenant shall  default in the  observance  or  performance  of any term or
covenant on Tenant's part to be observed or performed  under or by virtue of any
of the terms or provisions in any article of this lease,  then, unless otherwise
provided  elsewhere  in  this  lease,  Owner  may  immediately  or at  any  time
thereafter and without notice  perform the obligation of Tenant  thereunder.  If
Owner,  in connection  with tire foregoing or in connection with army default by
Tenant in the covenant to pay rent hereunder,  makes any  expenditures or incurs
any  obligations  for  the  payment  of  money,  including  but not  limited  to
attorney's  fees,  in  instituting,  prosecuting  or  defending  any  action  or
proceeding, the Tenant will reimburse Owner for such sums so paid or obligations
incurred with interest and costs. This 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  five (5)  days of  rendition  of any bill or
statement to Tenant  therefor.  If Tenant's lease term shall have expired at the
time of making of such expenditures or incurring of such obligations,  such sums
shall be recoverable by Owner as damages.

Building Alterations and Management:

20. Owner shall have the right at any time without the same  constituting an and
eviction  and  without  incurring  liability  to Tenanmt  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  Tenants  making  any  repairs in the
building  or any such  alterations,  additions  and  improvements.  Furthermore,
Tenant shall not have army claims against Owner by reason of Owner's  imposition
of such  controls of the manner of access to the building by Tenant's  social or
business  visitors  as the  Owner may deem  necessary  for the  security  of the
building and its occupants.

No Representations by Owner:

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

<PAGE>

End of Term:

22. Upon the expiration or other  termination of the term of this lease,  Tenant
shall quit and  surrender to Owner the demised  premises,  broom clean,  in good
order and  condition,  ordinary wear and damages which Tenant is not required to
repair as provided elsewhere in this lease excepted, and Tenant shall remove all
its property.  Tenant's  obligation  to observe or perform thus  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  arid  performing  all the terms,  covenants and
conditions, on Tenant's part to be observed and performed,  Tenant may peaceably
and quietly enjoy the premises hereby  demised,  subject,  nevertheless,  to the
terms and  conditions of this lease  including,  but not limited to,  Article 31
hereof and to thine ground leases,  underlying leases and mortgages hereinbefore
mentioned.

Failure to give Possession:

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

<PAGE>

Owner unless such waiver be in writing signied by Owner. No payment by Tenant or
receipt by Owner of a lesser  amount than tire  monthly  rent herein  stipulated
shall be deemed to be other than one account of the  earliest  stipulated  rent,
nor shall any  endorsement or statement of any check or any letter  accompanying
any check or payment as rent be deemed an accord and satisfaction, and Owner may
accept such check or payment  without  prejudice to Owner's right to recover the
balance of such rent or pursue any other remedy in this lease  provided.  No act
or timing 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 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 use of or occupancy of said premises and army emergency
statutory or any other statutory  remedy.  It is further mutually agreed that in
the event Owner commences any summary proceeding for possession of the premises,
Tenant will not interpose any  counterclaim of whatever nature or description in
any such proceeding including a counterclaims under Article 4.

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

Bills and Notices:

28. Except as otherwise in this lease  provided,  a bill,  statement,  notice or
communication which Owner may desire or be required to give to Tenant,  shall be
deemed  sufficiently  given or  rendered  if, in  writing,  delivered  to Tenant
personally or sent by registered  or certified  mail  addressed to Tenant at the
building  of  which  the  demised  premises  form a part or at time  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.

Services Provided by Owners:

29. As long as  Tenant is not in  default  under  any of the  covenants  of this
lease, Owner shall provide:  (a) intentionally  omitted; (b) heat to the demised
premises  when and as required by law, on business days (i.e.,  Mondays  through
Fridays,  Federal State,  City,  Municipal and Building union holidays excepted)
from from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 2p.m.;  (c) water for
ordinary lavatory  purposes,  but if Tenant uses or consumes water for any other
purposes or in unusual quantities (of which fact Owner shall be the sole judge),
Owner may install a water meter at Tenant expense which Tanant shall  thereafter
maintain at Tenant's  expense in good working  order and repair to register such
water consumption and Tenant shall pay for water sonsumed as shown on said meter
as additional rent as and when bills are rendered;  (d) Anything to the contrary
contained herein  notwithstanding,  Landlord shall not be responsible to provide
any cleaning service for the demised  premises.  As said premises are to be kept
clean  by  Tenant,  it  shall  be done at  Tenant's  sole  expense,  in a manner
satisfactory  to Owner and no one other than persons  approved by Owner shall be
permitted  to enter said  premises or the  building of which they are a part for
such  purpose.  Tenant  shall pay Owner the cost of removal  of any of  Tenant's
refuse and rubbish from the building;  (e) If the demised  premises are serviced
by   Owner's   air    conditioning/cooling    and   ventilating    system,   air
conditioning/cooling will be furnished to tenant from May 15th through September
30thm  on  business   days  (Mondays   through   Fridays,   holidays   excepted)
from8:OOa.ms.  to  6:OOp.m.  and  on  Saturdays  from  8  p.m.  to 2  p.m.,  and
ventilation  will be  furnished  on  business  days  and  Saturdays  during  the
aforesaid  hours  except when air  conditioning/cooling  is being  furnished  as
aforesaid.  Nothing  contained  herein  shall be deemed to require  Landlord  to
furnish at Landlord's  expense such electric energy,  gas or fuel as is required
to operate the  heating,  ventilating  and  air-conditioning  systems.  All such
electricity  (and other utilities) shall be furnished to Tenant at Tenant's cost
and  expense as  provided in  Paragraph  53rd  hereof.  If Tenant  requires  air
conditioning/cooling  or ventilation for more extended hours or on Sundays or on
holidays,  as defined under Owner's  contract within  Operating  Engineers Local
94-94A,  Owner will furnish the same at Tenant's  expense.  RIDER to be added in
respect to rates and conditions for such additional service;  (f) Owner reserves
the   right   to   stop   services   of  the   heating,   elevators,   plumbing,
air-conditioning,  power  systems or cleaning or other  services,  if any,  when
necessary by reason of accident or for  repairs,  alterations,  replacements  or
improvements  necessary or desirable in the judgment of Owner for as long as may
be reasonably  required by reason thereof.  If the building of which the demised
premises are a part supplies  manually-operated  elevator service,  Owner at any
time say  substitute  automatic-control  elevator  service  and  upon ten  days'
written notice to Tenant,  proceed within alterations necessary therefor without
in any wise affecting this lease or the obligation of Tenant hereunder


Captions:

30. 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 provisions thereof.

Definitions:

31. The term "office",  or "offices",  wherever used in this lease, shall not be
construed to mean premises used as a store or stores, for the sale

<PAGE>

used in this lease means only the owner, or the mortgagee in possession, for the
time being of the land and  building (or the owner of a lease of the building or
of the land and building) of which the demised  premises form a part, so that in
the event of any sale or 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 amid 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
entire  building has assumed and agreed to carry out any and all  covenants  and
obligations of Owner,  hereunder.  The words "re-enter" and "reentry" as used in
this  lease  are not  restricted  to their  technical  legal  meaning.  The term
"business  days" as used in this lease  shall  exclude  Saturdays  (except  such
portion  thereof as is covered by specific hours in Article 29 hereof),  Sundays
and all days observed by the State or Federal  Governnment as legal holidays and
those designated as holidays by the applicable  building service union employees
service contract or by the applicable  Operating Engineers contract with respect
to HVAC service.

Adjacent Excavation-Shoring

32. If an excavation  shall be made upon land adjacent to the demised  premises,
or shall be authorized to be made,  Tenant shall afford to the person causing or
authorized to cause such excavation,  license to enter upon the demised premises
for the  purpose of doing such work as said  person  shall  deems  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 ernt.

Rules and Regulations:

33. Tenant and Tenant's servants,  employees,  agents,  visitors,  and licensees
shall observe faithfully,  and comply strictly within, the Rules and Regulations
and such other arid 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.  Nothing in thus
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.

Security:

34.  Tenant HAS  deposited  with owner the sum of $35,695.00 as security for the
faithful  performance  and  observance by Term- ant of the terms,  provision and
conditions  of thus  lease;  it is agreed that in the event  Tenant  defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional  rent or any other sum as to
which  Tenant is in  default  or for any sums  which  Owner may expend or may be
required to expend by reason of Tenants  default in respect of any of the terms,
covenants  and  conditions  of this  lease,  including  but not  limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency  accrued  before or after summary  proceedings  or other  re-entry by
Owner. In the event that Tenant shall fully amid  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  forms a part,  Owner shall have the right to transfer the
security to the vendee or lessee and Owner shal1 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 hound by
any  such  ass  assignment,   encumbrance,  attempted  assignment  or  attempted
encumbrance. SEE PARAGRAPh 70TH OF RIDER

Estoppel Certificate:

35.  Tenant,  at any time,  and from time to time,  upon at least 10 days' prior
notice by Owner, shall execute,  acknowledge and deliver to Owner, and/or to any
other person,  firm or corporation  specified by Owner,  a statement  certifying
that this Lease is  unmodified  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.

Successors

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

SEE RIDER  CONTAINING  PARAGRAPHS  41ST THROUGH ______ AND SCHEDULES A-E ANNEXED
HERETO AND MADE A PART HEREOF

--------------------------------------------------------------------------------

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:  LONG ISLAND INDUSTRIAL GROUP LLC........................SEAL

...................  BY /s/ Bruce B [ILLEGIBLE]............................(L.S.)
                       ---------------------------------------

WITNESS FOR TENANT: PORTA SYSTEMS CORP......................................SEAL

...................  BY /s/ Michael [ILLEGIBLE]............................(L.S.)
                       ---------------------------------------

<PAGE>

                         RIDER TO OFFICE LEASE BETWEEN

LONG ISLAND INDUSTRIAL GROUP LLC,              AS LANDLORD

                                AND

PORTA SYSTEMS CORP.,                           AS TENANT

41st. RIDER CONTROLS:

      In case of a  conflict  between  the  provisions  of this  rider,  and the
printed provisions of this lease, the provisions of this rider shall prevail.

42nd. ADDITIONAL RENT/OPERATING EXPENSES REIMBURSEMENT AMOUNTS:

      (a) Any sums of money  required  to be paid  under this lease by Tenant in
addition to the rent herein provided,  shall be deemed  "additional rent due and
payable." It shall be paid after demand  therefore  with the rent next due or as
may be otherwise provided herein. Such additional rent shall be deemed to be and
shall  constitute rent hereunder and shall be collectible in the same manner and
with the same  remedies as if they had been rents  originally  reserved  herein.
Tenants obligation to pay additional rent shall survive the earlier  termination
and/or  expiration of the term of this lease.  If Landlord  receives from Tenant
any payment less than the sum of the annual rental rate,  additional  rent,  and
other charges then due and owing, Landlord, in its sole discretion, may allocate
such payment in whole or in part to any annual rental rate, any additional rent,
and/or other charge or to any combination thereof.  Landlords failure to deliver
to Tenant a statement  showing  Tenant  liability  for  additional  rent for any
portion of the term of this lease  during the term of this lease  shall  neither
prejudice  or  waive  Landlords  right  to  deliver  any  such  statement  for a
subsequent period or to include in such subsequent period a previous period.

      (b) For the purposes of this lease:

            (i)   The term "Operating  Year" shall mean each calendar year which
                  shall include any part of the term of this lease.

            (ii)  The term  "Property"  shall  mean the  building  of which  the
                  demised  premises  forms a part  and the  land on  which it is
                  located,  including,  without  limitation,  all areas ("Common
                  Areas") of the Property  that are available for the common use
                  of the tenants of the  Property and that are not leased to any
                  tenant  of  the  Property  (e.g.,  parking  areas,  driveways,
                  sidewalks, loading areas, access roads, corridors, landscaping
                  and planted areas)

            (iii) The term  "Tenant's  Share"  shall  mean ten and  seven-tenths
                  Percent (3.1%)

      (c) If, at any time  during the term of this lease,  Landlord  expends any
sums for  alterations,  improvements  or work to or with respect to the Property
which are required to be made pursuant to any federal,  state or local law, rule
or regulation,  including, without limitation any Governmental Law (as such term
is defined in paragraph 51st hereof) or any  modification or amendment  thereto,
Tenant shall pay to Landlord, as additional rent, Tenant's Share of such cost(s)
within  ten (10) days  after  demand  therefor.  If,  however,  the cost of such
alteration or  improvement or work is one which is required to be amortized over
a period of time pursuant to applicable governmental  regulations,  Tenant shall
pay to Landlord,  as additional rent,  during each year in which occurs any part
of this lease term, Tenant's Share of the reasonable annual

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work performed. For the purposes of this subparagraph (c), the cost of any
alteration or improvement made or work performed shall be deemed to include the
cost of preparing any necessary plans and the fees for filing such plans.

      (d) Anything elsewhere in this lease to the contrary  notwithstanding,  if
the New York Board of Fire Underwriters or the New York Fire Insurance  Exchange
or any bureau,  department or official of the federal,  state or city government
recommend or require that any changes, modifications, alterations, or additional
sprinkler heads or other equipment be made or supplied in an existing  sprinkler
system by reasons of Tenant's  business or the  location  of  partitions,  trade
fixtures,  or other contents of the demised  premises,  Tenant shall at Tenant's
expense   promptly   make  such   sprinkler   system   installations,   changes,
modifications  and/or alterations and supply additional sprinkler heads or other
equipment  as  required  whether  the  work  involved  shall  be  structural  or
non-structural in nature.

43rd. LATE CHARGE/RETURNED CHECK CHARGE:

      (a)  Tenant  shall  pay a late  charge  of 5% of any  payment  of  rent or
additional  rent or any other sum of money or payment  not  received by Landlord
within  five (5) days  after  the same  shall  become  due as  compensation  for
Landlord's  additional  administrative  expenses  relating to such late payment.
Such late charge shall be payable as additional rent on demand.

      (b) If  Tenant  shall  fail to pay  when  due any  installment  of rent or
additional  rent and such failure shall continue  beyond the five (5) day period
specified in (a) above, Tenant shall pay in addition to the late charge provided
for in (a) above, interest on such amounts at an annual rate equal to the lesser
of (i) five (5)  percentage  points above the prime  commercial  lending rate of
Citibank N.A. (or its successors or assigns) charged to its customers of highest
credit  standing  for ninety (90) day  unsecured  loans,  in effect from time to
time, or (ii) the maximum rate  permitted by applicable  law, from the date when
such  installment or payment shall have become due to the date the same is paid,
and such interest shall be deemed additional rent.

      (c) If any check  tendered  by Tenant to  Landlord is returned by the bank
for  non-payment  for any reason  whatsoever,  there  will be an  administrative
charge of $100.00 per check,  each time it is  returned  which  amount  shall be
deemed additional rent.

      (d) The  provisions  of this  paragraph  43rd are in addition to the other
rights and remedies  available to Landlord for non-payment of rent or additional
rent.

44th. TAXES:

      (a) In the event that the Real Estate  Taxes  payable  with respect to the
Property  for any tax year in which  this  lease  shall be in  effect,  shall be
greater  than the Real Estate  Taxes for the base year,  the Tenant shall pay to
Landlord on the first day of the month after  billing by Landlord to Tenant,  as
additional rent, an amount equal to Tenant's Share of the difference between the
amount of such tax or installment for the current year and the corresponding tax
or installment  paid for the base year. Any increase in Real Estate Taxes due to
an  increase  in the  assessed  valuation  of the land or  building of which the
demised  premises forms a part by reason of improvements  made by a tenant shall
be borne  entirely by such  tenant.  Any increase in Real Estate Taxes due to an
increase  in the  assessed  valuation  of the  land or  building  by  reason  of
improvements  made by Tenant  shall be borne by Tenant  and paid by Tenant  upon
demand by Landlord. The base year for this tax increase computation shall be the
Fiscal  Year  2002/2003  for School  Taxes and the  calendar  year  2-0-0-2  for
General/Town Taxes.

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      144;9 02D (b) Real Estate Taxes shall mean any and all taxes, assessments,
sewer and water rents,  rates and charges,  license  fees,  impositions,  liens,
fines,  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 land and  building  of
which the  demised  premises  forms a part-,  or upon the estate or  interest of
Landlord in the land or building of which the demised  premises forms a part, or
any part thereof,  including without  limitation,  all taxes and assessments for
improving any streets, alleys,  sidewalks,  sidewalk vaults and alley vaults, if
any.

45th. INSURANCE:

      (a) Tenant  shall,  at its sole cost and expense,  at all times during the
term of this lease (and any extensions  thereof) obtain and pay for and maintain
in full force and effect the insurance policy or policies  described in Schedule
D attached hereto.  Certified copies of all insurance policies required pursuant
to this lease (or  certificates  thereof,  in form and  substance  acceptable to
Landlord),  shall be  delivered to Landlord not less than ten (10) days prior to
the  commencement of the term of this lease.  Tenant shall provide Landlord with
evidence that all such insurance policies have the coverages provided herein and
Tenant shall provide  Landlord with an  endorsement  from the insurance  company
providing the  insurance  indicating  that  Landlord,  Agent,  and at Landlord's
request,  any Senior Interest Holder (as hereinafter defined in paragraph 65th),
have been named as additional  insured(s)  covered by such  policies.  If Tenant
fails to submit such policies or  certificates  to Landlord within the specified
time,  or  otherwise  fails  to  obtain  and  maintain  insurance  coverages  in
accordance with this paragraph,  then Landlord,  at Landlords sole option,  may,
but shall not be obligated to,  procure such  insurance on behalf of, and at the
expense of,  Tenant.  Tenant  shall  reimburse  Landlord  for such  amounts upon
demand,  it being  understood that any such sums for which Tenant is required to
reimburse Landlord shall constitute additional rent.

      (b) Tenant is hereby  notified that until further notice from the name and
address  of  the  holder  of  the  required   certificate   and  all  additional
insureds/loss payees are on Schedule E.

      (c) The parties hereto (a) shall use all reasonable  efforts to procure an
appropriate  clause in, or endorsement on, any all-risk  insurance  covering the
demised  premises,  the Property and personal  property,  fixtures and equipment
located thereon or therein,  pursuant to which the insurance  companies  issuing
same waive  subrogation  or consent  to a waiver of right of  recovery,  and (b)
subject to obtaining  such clause or  endorsement  of waiver of  subrogation  or
consent  to a waiver of right of  recovery,  hereby  agree not to make any claim
against or seek to recover from the other for any loss or damage to its property
or the property of others  resulting from fire or other hazards  covered by such
fire and  extended  coverage  insurance;  provided,  however,  that the release,
discharge, exoneration and covenant not to sue herein contained shall be limited
by and  coextensive  with the terms and  provisions of the waiver of subrogation
clause or endorsement  or clause or endorsement  consenting to a waiver of right
of  recovery.  If either  party shall be unable to obtain the  inclusion of such
waiver of  subrogation  or consent to waiver clause even with the payment of any
additional premium,  then such party shall attempt to name the other party as an
additional insured but not a loss payee) under the policy.  Tenant  acknowledges
that Landlord  shall not carry  insurance on, and shall not be  responsible  for
damage,  to Tenant's  Property  (as  hereinafter  defined in  Schedule  D), that
Landlord may not carry insurance on, and shall not be responsible for damage to,
any  Alterations,  and that Landlord shall not carry  insurance  against,  or be
responsible  for any loss  suffered by Tenant due to,  interruption  of Tenant's
business.

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46th. TENANT TO PROVIDE FINANCIAL STATEMENT:

      Tenant  agrees  that  upon  request  by  Landlord  or any  managing  agent
("Agent")  retained  by  Landlord  to manage  the  Property  it will  furnish to
Landlord and to prospective or current  mortgagees of the building,  and/or land
of which it forms a part,  such latest  available  financial  statement  as such
current or prospective mortgagees may request.

47th. BROKER:

      (a) Tenant  represents  and  warrants  that no broker was involved in this
leasing. Tenant agrees to indemnify,  defend, and hold harmless Landlord for any
and all costs, expenses, and liability including legal fees incurred by Landlord
as a result of a breach of the  aforementioned  warranty  or any  inaccuracy  or
alleged inaccuracy of the above representation.

      (b) If any lien  shall be  filed  against  the  demised  premises,  or the
building of which same is a part,  by any other broker based upon  dealings with
Tenant, such lien shall be discharged by Tenant within ten (10) days thereafter,
at Tenant s expense, by payment or by filing the bond required by law.

      (c) The  obligations of Tenant under this paragraph 47th shall survive the
expiration or sooner termination of this lease.

48th. SUPPLEMENT TO ARTICLE 4:

      (a) TENANT REPAIRS:

            (i)   Tenant agrees that,  from and after the  commencement  date of
                  the term of this lease and until the end of the term, it will,
                  at its expense, keep and maintain in good order, condition and
                  repair (whether  extraordinary,  foreseen or unforeseen),  the
                  interior  of the  demised  premises  and every  part  thereof,
                  including but not limited to, all heating, ventilation and air
                  conditioning  equipment (sometimes  hereinafter referred to as
                  "HVAC Equipment") located in and/or exclusively  servicing the
                  demised  premises  (whether  installed by Landlord or by or on
                  behalf of Tenant),  interior plumbing up to the exterior walls
                  of the demised premises, including changes or additions to the
                  sprinkler system, the interior electrical system servicing the
                  demised premises,  the life safety and/or any other systems to
                  the point at which same join the main vertical  risers for the
                  Building and Tenant's  Property,  excluding  those repairs and
                  replacements  for which  Landlord  is  responsible,  as herein
                  expressly  provided in Article 4. In  addition,  Tenant  shall
                  make all  repairs  and  replacements  of any  kind and  nature
                  necessitated by any act or neglect of Tenant, its contractors,
                  its  servants,  agents or  employees.  Tenant  shall  maintain
                  service  contracts with  contractors  approved by Landlord for
                  the  maintenance of the HVAC Equipment  throughout the term of
                  this lease arid shall provide Landlord with copies of all such
                  contracts and related maintenance  records. If Tenant fails to
                  maintain such service  contracts,  the Landlord may, but shall
                  not be obligated  to, after not less than five (5) days notice
                  obtain such service contracts at the expense of the Tenant and
                  the Tenant shall reimburse the Landlord  promptly upon request
                  therefor.

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            (ii)  Tenant  agrees that any and all IIVAC  Equipment  installed in
                  the demised  premises by Landlord or by or on behalf of Tenant
                  shall be and remain,  or become,  as the case may be, the sole
                  property of Landlord and shall remain upon and be  surrendered
                  to Landlord with the demised premises as a part thereof at the
                  end of the term, and may not be removed by Tenant.

            (iii) If  Tenant  does not  maintain  or  repair  such  elements  as
                  provided in Article 4 of the Lease,  as  supplemented  by this
                  paragraph  48th,  the Landlord may, but shall not be obligated
                  to,  after not less than five (5) days  notice  (except in the
                  case of  emergency)  make  the  necessary  repair  or cure the
                  defective  condition  at the  expense  of the  Tenant  and the
                  Tenant shall reimburse Landlord promptly upon request therefor
                  which  amount  shall  include  the  charge  for  overhead  and
                  supervision  pursuant to paragraph  60th below.  The amount of
                  such  reimbursement  shall be considered  additional rent upon
                  the failure of the Tenant to  reimburse  Landlord  within five
                  (5) days of demand thereof.

      (b) VANDALISM:

      Notwithstanding  any  contrary  provision  of this lease,  Tenant,  at its
expense,  shall make any and all  repairs  excluding  structural  repairs to the
demised  premises which may be necessitated  by any break-in,  forcible entry or
other trespass into or upon the demised  premises,  regardless of whether or not
such entry and damage is caused by the  negligence  or fault of Tenant or occurs
during or after business hours; it being  specifically  agreed and understood by
Tenant  that  Landlord  shall have no  responsibility  for  security  or for the
safeguarding  of  Tenant's  Property  or  employees,  all of which  shall be the
responsibility  of  Tenant.   In  addition,   Landlord  reserves  the  right  to
discontinue  or modify,  at any time, any security  system,  device or procedure
presently in effect or operation at the Property, without liability to Tenant.

49th. INTENTIONALLY OMITTED:

50th. LANDLORD'S WORK:

      Landlord  shall alter the demised  premises  for the Tenant in  accordance
with and  subject to the terms of  Landlords  Work  Criteria  annexed  hereto as
Schedule B. All such work shall be deemed to have been substantially  completed,
notwithstanding  the fact that minor or  insubstantial  details of construction,
mechanical adjustment, decoration, and other work remain to be completed. In all
other  respects,  Tenant  accepts the demised  premises in "as is" condition and
Tenant  acknowledges  that Landlord makes no  representation as to the condition
thereof,  except as herein  expressly set forth.  The taking of occupancy of the
whole or any part of the  demised  premises  by Tenant  shall be (A)  conclusive
evidence, as against Tenant, that Tenant accepts possession of the same and that
the demised premises so occupied and the Building  equipment,  if any, servicing
the demised premises,  were in good and satisfactory  condition at the time such
occupancy was so taken, and (B) deemed to be a representation by Tenant that the
demised  premises  are in the  condition  agreed to by  Landlord  and Tenant for
commencement of the term hereof.  Thereafter,  Landlord shall have no obligation
to do any further work in order to make the demised premises  suitable and ready
for occupancy and use by Tenant,  excepting any minor punch list items. Any work
to be  performed  by Tenant  shall be subject to  compliance  with the terms and
conditions of this lease.  Promptly following the substantial  completion of the
such work by Landlord, the parties shall within fifteen (15) days thereafter, at
Landlord's request,  execute a writing  acknowledging the Commencement Date (the
"Commencement  Date  Agreement)".   Notwithstanding  anything  to  the  contrary
contained herein, the term of the lease shall commence on

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the  Commencement  Date as defined  herein,  and any  failure of the  parties to
execute such  Commencement  Date Agreement  shall not affect the validity of the
Commencement Date as fixed and determined by Landlord as aforesaid.

51st. TENANT RESTRICTIONS:

      (a) STORAGE/PARKING:

      Tenant will not, at any time,  use or occupy the area  outside the demised
premises for storage of materials  or for the  overnight  parking of vehicles of
any kind without the Landlords  prior written  consent which may be  arbitrarily
withheld.  Furthermore,  Tenant will not at any time park vehicles in any manner
which will obstruct or interfere with the ingress or egress of other vehicles or
with the use by other tenants of their respective parking and loading facilities
or areas or cause any other parking  problems.  In addition to Landlord's  other
rights and remedies  provided in this Lease,  Landlord shall have the right,  at
Tenant's expense, to have towed any vehicle which is parked or left by Tenant or
any  of  Tenant's  employees  in  violation  of  this  paragraph  51st,  without
accountability therefor.

      (b) Tenant shall have the right to use in common with the other tenants in
the building  parking  spaces as provided by Landlord in the parking lot for the
parking of Tenants  automobiles and those of its employees and invitees  subject
to the rules and regulations now or hereafter adopted by the Landlord.  Landlord
may at any time close  temporarily  any parking  lot or area to make  repairs or
changes,  to  prevent  the  acquisition  of public  rights in such  areas and to
discourage non-tenant use, provided the same shall not materially interfere with
access to the demised premises.  In addition,  Landlord may modify, from time to
time,   the  traffic  flow  pattern  and  layout  of  parking   spaces  and  the
entrances-exits to adjoining public streets or walkways.

      (c) NOISE/ODORS:

      Tenant  covenants and agrees that throughout the demised term it shall not
suffer, allow or permit any offensive or obnoxious  vibration,  noises, odor, or
other undesirable  effect to emanate from the demised premises,  to constitute a
nuisance  or  otherwise  unreasonably  interfere  with the  safety,  comfort  or
convenience  of Landlord or of any other  occupants of the building of which the
demised  premises  forms a part,  and upon  Landlords  notice thereof to Tenant,
Tenant shall,  within five (5) days  thereof,  eliminate or control same. If any
such  condition is not so remedied then Landlord may at its  discretion  either:
(a)  remedy  such  condition  and any  cost and  expense  incurred  by  Landlord
therefore  shall  be  deemed  additional  rent and paid by  Tenant  to  Landlord
together  with the next  installment  of rent due  hereunder,  or (b) treat such
failure on the part of the Tenant to remedy such condition as a material default
under  the  provisions  of  this  lease  on the  part of the  Tenant  hereunder,
entitling Landlord to any of its remedies,  pursuant to the terms of this lease.
In no  event,  however,  shall  the  Tenant  make any  alteration,  addition  or
structural  installation in or to the premises or any parts thereof to remedy or
cure such default without the prior written consent of the Landlord.

      (d) TOXIC/HAZARDOUS WASTES:

            (i)   Tenant  shall not cause or permit any  Hazardous  Material  as
                  hereinafter  defined) to be brought  upon,  kept or used in or
                  about the demised premises by Tenant,  its agents,  employees,
                  contractors or invitees.  Tenant further  covenants and agrees
                  that it shall not  discharge  any  Hazardous  Material  in the
                  ground  or sewer  disposal  system.  If  Tenant  breaches  the
                  obligations  stated  in  the  preceding  sentences,  or if the
                  presence of Hazardous Material on the demised premises results
                  in contamination of the demised premises or any

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                  other part of the building or land of which it forms a part or
                  if  there  is  such  a   discharge,   then  Tenant  shall  (A)
                  immediately  give Landlord  written  notice  thereof,  and (B)
                  indemnify,  defend and hold harmless Landlord from any and all
                  claims,   judgments,   damages,   penalties,   fines,   costs,
                  liabilities   or  losses   (including,   without   limitation,
                  diminution in value of the demised premises or the building or
                  land of which it forms a part,  loss or  restriction on use of
                  space  in the  building  of land  of  which  it  forms a part,
                  adverse  impact  on  marketing,  sums  paid in  settlement  of
                  claims,  attorneys,  consultants' and other expert fees) which
                  arise  during or after  the term as a result  of such  breach,
                  contamination,  or discharge.  The  foregoing  indemnification
                  includes,  without  limitation,  costs  incurred in connection
                  with any  investigation  of site  conditions  or any clean-up,
                  remedial,  monitoring, removal or restoration work required by
                  any federal,  state or local governmental  agency or political
                  subdivision,  as well as costs incurred in connection with any
                  follow-up or  subsequent  testing,  investigation,  monitoring
                  and/or  reporting.  Without  limiting  the  foregoing,  if the
                  presence of any Hazardous Material within the demised premises
                  caused or permitted by Tenant results in any  contamination of
                  the demised premises or any other part of the building or land
                  of which  it  forms a part,  Tenant  shall  promptly  take all
                  actions  at its sole  expense as are  necessary  to return the
                  demised  premises or any other part of the building or land of
                  which it forms a part to the condition  existing  prior to the
                  introduction of any such hazardous Material.

            (ii)  As used  herein,  the  term  "Hazardous  Material  "mean:  (A)
                  asbestos,  petroleum products, and polychlorinated  biphenyls,
                  and (B) hazardous or toxic  materials,  wastes and  substances
                  which are defined,  determined  or identified as such pursuant
                  to all present and future federal,  state or local laws, rules
                  or regulations and judicial or administrative  interpretations
                  thereof (collectively "Governmental Laws)

            (iii) Landlord  and its agents  shall  have the  right,  but not the
                  duty, to inspect the demised premises at any time to determine
                  whether Tenant is complying with the terms of this Article. If
                  Tenant  is not in  compliance  with  the  provisions  of  this
                  Article,  Landlord shall have the right to  immediately  enter
                  upon the  demised  premises to remedy  said  noncompliance  at
                  Tenant m s expense and any expense  incurred by Landlord shall
                  be paid by Tenant upon  demand and shall be deemed  additional
                  rent.  Landlord  shall  use  reasonable  efforts  to  minimize
                  interference  with Tenants  business,  but shall not be liable
                  for any interference  caused thereby and Landlord shall not be
                  required to perform any such work on an overtime,  after-hours
                  or premium pay basis.

            (iv)  The  obligations  of Tenant under this clause (d) of paragraph
                  51st shall  survive the  expiration or sooner  termination  of
                  this lease.

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52nd. LIMITATION OF LANDLORD'S LIABILITY:

      (a) Tenant  shall look  solely to the then  interest  of  Landlord  in the
building  and land of which it  forms a part or to it-he  then  interest  of the
owner therein (if Landlord is the agent of such owner) for the  satisfaction  of
any remedy of Tenant for Landlord's or such owners failure to perform any of the
obligations  of the Landlord  hereunder.  Neither  Landlord nor any disclosed or
undisclosed principal of Landlord (or officer, director, stockholder, partner or
agent of Landlord or of any such  principal)  shall have any personal  liability
for any such failure under this lease or otherwise.

      (b) There shall be no merger of Landlord's  estate in the demised premises
with  Tenant's  estate  therein by reason of the fact that the same  individual,
partnership, firm or corporation or their entity may acquire or own such estates
directly  or  indirectly.  No such merger  shall  occur  until all  individuals,
partnerships, firms, corporations and other entities having any interest in such
estates,  including any mortgagee,  join in a written instrument  effecting such
merger and duly record it.

53rd. UTILITIES:

      (a) Upon the execution hereof,  Tenant must make immediate  application to
the appropriate utility company for electric and/or gas service and Tenant shall
forthwith  deliver  to  Landlord a true copy of such  application  with proof of
payment of any deposit required by such utility company for electric service and
gas service.

      (b)  Notwithstanding  anything  previously written anywhere in this lease,
Tenant shall bear the cost and expense of:

            (i)   all electricity in or for their demised premises.

            (ii)  gas service and/or fuel in or for their demised premises.

54th. TENANT'S FAILURE TO VACATE:

      In the event of any holding-over by Tenant after expiration or termination
of this lease without the consent of Landlord, Tenant shall:

      (a) pay as  holdover  rental  for each  month of the  holdover  tenancy an
amount  equal to the greater of (i) the fair market  rental value of the demised
premises  for such month (as  reasonably  determined  by  Landlord)  or (ii) two
hundred  percent  (200%)  of the rent  and  additional  rent  which  Tenant  was
obligated to pay for the month immediately preceding the end of the term; and

      (b) be  liable  to  Landlord  for any  payment  or rent  concession  which
Landlord  may be required to make to any tenant  obtained by Landlord for all or
any part of the demised  premises  (a "New  Tenant") in order to induce such New
Tenant  not to  terminate  its  lease by reason  of the  holding-over  by Tenant
(including,  without  being limited to, any holdover  expenses,  rent or damages
that a New Tenant shall be responsible for), and (ii) the loss of the benefit of
the  bargain  if any New  Tenant  shall  terminate  its  lease by  reason of the
holding-over by Tenant.

      No  holding-over  by Tenant after the term of this lease shall  operate to
extend the term.  In the event of any  unauthorized  holding-over,  Tenant shall
indemnify and hold harmless  Landlord  against all claims for damages by any new
Tenant to whom Landlord may have leased all or any part of the demised  premises
effective upon the termination of this lease. Anything in this paragraph 54th to
the contrary notwithstanding, the acceptance of any rent paid by Tenant pursuant
to  this  paragraph  54th  shall  not  preclude  Landlord  from  commencing  and
prosecuting  a  holdover  or  summary  eviction  proceeding,  and the  preceding
sentence  shall be deemed to be an  "agreement  expressly  providing  otherwise"
within the meaning of Section 232-C of the Real

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Property Law of the State of New York and any successor law of like import.

55th. ASSIGNMENT/SUBLET:

      55.01  Assignment:  Etc.  Subject to the terms and procedures set forth in
Section 55.02,  neither this lease nor the term and estate hereby  granted,  nor
any part hereof or thereof,  shall be assigned  or  otherwise  transferred,  and
neither the demised  premises  nor any part  thereof  shall be  subleased  or be
encumbered  in any manner by reason of any act or omission on the part of Tenant
without the prior consent of Landlord,  which consent shall not be  unreasonably
withheld or delayed.  Transfer of a  controlling  interest in the stock or other
ownership  interests  of Tenant  shall be deemed to be a transfer  of this lease
excepting  only  where  such  transfers  of  stock  are  effected   through  the
"over-the-counter"  market  or  through  any  recognized  stock  exchange  or in
connection with a public offering of shares of Tenant. No consent of Landlord to
any  assignment  or other  transfer of this lease and the term and estate hereby
granted,  and no consent by Landlord to any  subletting of all or any portion of
the demised  premises,  shall be  construed to relieve  Tenant of its  liability
hereunder or of the obligation to obtain such consent to any further assignment,
other  transfer  or  subletting.  Tenant  may permit  any  corporation  or other
business entity which controls, is controlled by or is under common control (and
which at all times so remains)  with Tenant  including but not limited to a bona
fide merger or other  consolidation  of Tenant's  business  where the  resulting
entity is at least as strong financially as Tenant (a "Related  Corporation") to
sublet all or part of the demised premises upon prior written notice to Landlord
setting  forth  the  name of such  Related  Corporation  and  the  providing  of
reasonably  satisfactory  evidence to Landlord that such  subtenant is a Related
Corporation.  Such subletting shall not vest in any such Related Corporation any
right  or  interest  in this  lease  nor  shall  it  discharge  any of  Tenant's
obligations  hereunder.  For purposes  hereof,  "control" means ownership and/or
control of 50% or more of the  equitable or  beneficial  interest in such entity
and/or control or participation in or management of such entity.

      55.02  Assignment and Subletting  Procedures.  (a) Provided  Tenant is not
then or thereafter in default in the payment of rent and/or  additional  rent or
is otherwise not in default under this lease,  if Tenant  intends to assign this
lease or to sublet the demised  premises or any part thereof,  Tenant shall give
Landlord  notice of such intent.  Tenant's  notice shall be accompanied by (i) a
certified  description of all material terms of the proposed  agreement  between
Tenant and the proposed assignee or subtenant, (ii) a statement setting forth in
reasonable detail the identity of the proposed assignee or sublessee, the nature
of its business and its proposed use of the demised  premises and (iii)  current
financial information with respect to the proposed assignee or subtenant. Tenant
shall provide Landlord with any additional information or documents requested by
Landlord.

      (b) Landlord shall then have tile option,  exercisable by notice to Tenant
within thirty (30) days after  receipt of such  additional  information  (or the
date of Tenant's original notice if Landlord does not timely request  additional
information) to:

            (i)   sublease the applicable  space on the terms and conditions set
                  forth in this lease, to the extent applicable, or, in the case
                  of a proposed  assignment or a proposed  subletting for all or
                  substantially  all of the term of this  lease,  to  accept  an
                  assignment  of this  lease,  in either  case as of the date so
                  specified by Tenant (but in no event  earlier than one hundred
                  fifty (150) days after the date of receipt by Landlord of such
                  notice), or

            (ii)  permit  Tenant to assign  this  lease or  sublet  such  space,
                  subject, however, to Landlord's prior approval of the proposed
                  assignee or sublessee,

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                  which approval shall not be withheld or delayed so long as:

      (A) the use of the demised premises by such proposed assignee or sublessee
would be permitted under Article 2;

      (B) the proposed assignee or sublessee is of sound financial  condition as
determined by Landlord  given the  obligations to be assumed by such assignee or
sublessee under this lease;

      (C) in the case of a subletting,  such subletting shall be at rent no less
than (x) the  rental  rate then  being  accepted  by  Landlord  with  respect to
comparable  available  space in the  Building  or (y) if there is no  comparable
available  space in the  Building  at such time,  the fair  rental  value of the
sublet space;

      (D) the proposed  sublessee or assignee is a reputable person or entity of
good character and J1andlord has been furnished with evidence thereof;

      (E) neither the proposed  subtenant  or assignee nor any one  controlling,
controlled by or under common  control with such proposed  subtenant or assignee
is then an  occupant  of any  portion of the  Building  or the  Property or is a
person with whom Landlord (or anyone which, directly or indirectly, controls, is
controlled by, or is under common control with Landlord) is then  negotiating to
lease space in the  Building or the Property or in any other  building  owned or
operated  under a ground  or  underlying  lease by  Landlord  or any one  which,
directly or indirectly,  controls,  is controlled by, or is under common control
with Landlord;

      (F) the form of the proposed  sublease or  assignment is  satisfactory  to
Landlord;

      (G)  there  shall be no more than two (2)  occupants  within  the  demised
premises, including Tenant; and

      (H)  the  proposed  subtenant  shall  not be  (1)  entitled,  directly  or
indirectly,  to diplomatic or sovereign  immunity unless  effectively waived and
shall be subject  to the  service of  process  in, and the  jurisdiction  of the
courts of the State of New York or (2) a charitable,  religious,  union or other
not-for-profit  organization  or any tax exempt  entity  within  the  meaning of
Section 168(j) (4) (A) of the Internal Revenue Code of 1986, as amended,  or any
successor or substitute  statute,  or rule or regulation  applicable thereto (as
the same may be amended).

      (c) If the aggregate  amount payable as base rent and additional rent by a
subtenant  under a  sublease  of any part of the  demised  premises  shall be in
excess of Tenant's Basic Cost (as  hereinafter  defined)  therefor at that time,
then,  within ten (10) days after the  collection  thereof,  Tenant shall pay to
Landlord,  as  additional  rent,  such excess.  Tenant shall deliver to Landlord
within  thirty (30) days after the end of each  calendar  year and within thirty
(30) days after the expiration or earlier  termination of this lease a statement
specifying  each  sublease in effect at any time during  such  calendar  year or
partial  calendar  year,  the number of square  feet of  rentable  area  demised
thereby,  the term thereof and a computation  in reasonable  detail  showing the
calculation  of the amounts paid and payable by Tenant to Landlord  with respect
to such sublease for the period covered by such statement. "Tenant's Basic Cost"
for sublet  space at any time means the sum of (x) the  portion of the base rent
and  additional  rent  under   paragraphs  42nd  and  44th  hereunder  which  is
attributable  to the sublet space at such time, plus (y) the amount of any costs
reasonably  incurred by Tenant in making changes in the layout and finish of the
sublet space for the subtenant  amortized on a straight-line basis over the term
of the sublease plus (z) the amount of any customary  brokerage  commissions and
legal fees and  disbursements  paid by Tenant in  connection  with the  sublease
amortized on a straight-line basis over the term of the sublease.

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      (d) Upon any assignment of this lease pursuant to the terms hereof, Tenant
shall pay to Landlord the Net Consideration (as hereinafter defined) received by
Tenant in  respect of such  assignment  or  otherwise  from such  assignee.  For
purposes  hereof,  "Net  Consideration"  means all sums paid by the  assignee in
consideration  of such  assignment  minus all customary and  reasonable  closing
expenses  (including,  without  limitation,  customary and reasonable  legal and
brokerage   expenses)   incurred  in  connection  with  such  assignment.   "Net
Consideration"  shall include any sums paid for the purchase or rental of any of
Tenant's Property (as hereinafter defined in Schedule D), less, in the case of a
sale thereof, the then net, unamortized or undepreciated cost thereof determined
on the basis of Tenant's Federal income tax returns.

      (e) No  assignment  made  pursuant  to this  Section  55.02 shall be valid
unless,  within ten (10) days after the execution thereof,  Tenant shall deliver
to Landlord a duplicate original  instrument of assignment and assumption,  duly
executed  by Tenant and by the  assignee  and in form and  substance  reasonably
satisfactory to Landlord,  wherein such assignee shall assume performance of all
terms of this lease on Tenant's part to be performed.

      (f) Tenant shall,  within ten (10) days after the commencement of the term
of a permitted sublease,  give Landlord notice of such commencement,  or, in the
case of permitted assignment, notice of the effectiveness of such assignment.

      (g) If Landlord consents to a proposed sublease or assignment and the same
does not  become  effective  within  ninety  (90) days  after the giving of such
consent,  then  Tenant  shall  again  comply  with  all  of the  provisions  and
conditions of this Paragraph 55th before  assigning this lease or subletting all
or any part of the demised premises.

      (h) If Landlord  shall  decline to consent to any proposed  assignment  or
sublease as permitted by this lease,  or if Landlord  shall  exercise its option
under  this  Section to  terminate  or accept an  assignment  of this lease from
Tenant, Tenant hereby agrees to indemnify Landlord against any and all liability
arising  from any  claims  that may be made  against  Landlord  by the  proposed
assignee  or  subtenant  or by any  broker,  finder or other  person  claiming a
commission or other  compensation in connection with the proposed  assignment or
sublease.

      55.03  Additional  Subleasing  Conditions.  (a) If this lease is assigned,
whether or not in  violation  of the terms of this lease,  Landlord  may collect
rent from the assignee. If the demised premises or any part thereof is sublet or
used or occupied by anybody other than Tenant,  Landlord  may,  after default by
Tenant,  collect rent from such subtenant or occupant. In either event, Landlord
may apply the net amount collected to the rents herein reserved.  The consent by
Landlord to an assignment, transfer, mortgage, pledge, encumbering or subletting
pursuant to any provision of this lease shall not relieve Tenant or any assignee
or subtenant  from  obtaining the express prior consent of Landlord to any other
or further assignment,  transfer,  mortgage,  pledge, encumbering or subletting.
Tenant agrees to pay to Landlord  reasonable  attorneys' fees and  disbursements
incurred by Landlord in connection  with any proposed  assignment or subletting.
Neither any assignment of this lease nor any subletting, occupancy or use of the
demised  premises or any part thereof by any person  other than Tenant,  nor any
collection  of rent by  Landlord  from any  person  other than  Tenant,  nor any
application of any such rent as provided in this Paragraph 55th, shall be deemed
a waiver of any of the  provisions of this  Paragraph  55th or relieve,  impair,
release or discharge Tenant of its obligation fully to perform the terms of this
lease on  Tenant's  part to be  performed,  and Tenant  shall  remain  fully and
primarily liable hereunder.

      (b) No  subletting  shall be for a term ending later than the day prior to
the  Expiration  Date and any portion of a proposed  term of any sublease or any
renewal or extension thereof which purports

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to extend  beyond such date,  or the date of sooner  termination  of the term of
this lease, is hereby deemed to be a nullity.

      (c) If  Landlord  shall  recover or came into  possession  of the  demised
premises before the Expiration Date,  Landlord shall have the right to take over
any sublease  made by Tenant and to succeed to all rights of Tenant  thereunder,
Tenant hereby  assigning  (effective as of the date of Landlord's  succession to
Tenant's estate in the demised premises) such subleases as Landlord may elect to
take over.  Every  subletting  hereunder shall be subject to the condition that,
from and after the  termination of this lease or re-entry by Landlord  hereunder
or other succession by Landlord to Tenant's estate in the demised premises,  the
subtenant  shall waive any right to surrender  possession  or to  terminate  the
sublease and, at Landlord's election, shall be bound to Landlord for the balance
of the term thereof and shall attorn to and recognize Landlord, as its landlord,
under all of the then  executory  terms of such  sublease,  except that Landlord
shall not (i) be liable for any previous act,  omission or negligence of Tenant,
as  sublandlord,  under such  sublease,  (ii) be  subject  to any  counterclaim,
defense or offset theretofore  accruing to such subtenant against Tenant,  (iii)
be bound by any previous modification or amendment of such sublease made without
Landlord's  consent or by any previous  prepayment of more than one month's rent
and  additional  rent  unless  paid  as  provided  in the  sublease,  or (iv) be
obligated  to perform  any repairs or other work in the  subleased  space or the
Building beyond  Landlord's  obligations  under this lease. Each subtenant shall
promptly execute and deliver such instruments as Landlord may reasonably request
to evidence and confirm such attornment.

      55.04 Mortgage.  Except as otherwise provided herein,  Tenant, for itself,
its  heirs,  distributees,  executors,  administrators,  legal  representatives,
successors  and  assigns,  expressly  covenants  that  it  shall  not  mortgage,
hypothecate,  pledge or otherwise  encumber this lease without the prior written
consent of Landlord in each instance.

56th. PERMITS:

      (a) If any  governmental  license or any permit  shall be required for the
proper and lawful conduct of Tenant's  business or that of any of its subtenants
in the demised premises and if failure to secure such license or permit would in
any way adversely affect Landlord, the Building or the Property, then Tenant, at
its expense,  shall duly procure and thereafter  maintain such license or permit
and submit the same to Landlord for inspection. Tenant shall at all times comply
with the terms and conditions of each such license or permit.  In no event shall
Tenant's  failure to procure or maintain such license or permit  relieve  Tenant
from its obligations under this lease.

      (b)  Anything  to the  contrary  contained  in the lease  notwithstanding,
Tenant  agrees to pay the cost of any and all permits  and fees  required by any
branch or department of the town, village,  county,  state or federal government
or other municipality in connection with any air conditioning or other equipment
now or thereafter  located in tile demised  premises whether or not installed by
Landlord or Tenant.

57th. TERMINATION:

      At the expiration of the term of this lease or upon the early  termination
of this lease,  Tenant shall deliver to Landlord in accordance with Article 3 of
this lease any and all equipment and fixtures  belonging to Landlord or which is
to be  surrendered  to  Landlord  as part of the  demised  premises  in  working
condition,  including,  without limitation,  equipment and fixtures installed or
replaced by the Tenant. The Tenant further agrees to deliver to Landlord any and
all guarantees on new and replaced equipment.

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58th. DEFAULT:

      (a)  Notwithstanding any provisions in the lease permitting Tenant to cure
any default  within a specified  period of time,  if Tenant shall default (i) in
the timely  payment of rent or additional  rent, and such default shall continue
or be repeated for two  consecutive  months or for a total of four months in any
period of twelve  months or (ii) in the  performance  of any term,  condition or
covenant  of this lease  more than two times in any  period of six months  then,
notwithstanding  that such defaults shall have each been cured within the period
after notice,  if any, as provided in this lease,  any further  similar  default
shall be deemed to be deliberate and Landlord thereafter may cancel or terminate
this  lease as  provided  in Article 17 hereof  without  affording  to Tenant an
opportunity to cure such further default.

      (b) It is specifically  understood and agreed that if Landlord commences a
Summary  Proceedings  or any other action  against  Tenant due to any  violation
and/or  defaults  by Tenant in the  observance  or  performances  of the  terms,
covenants,  conditions or agreements to be performed or observed by Tenant under
this lease, including but not limited to non-payment of rent or additional rent,
Tenant shall bear the cost of Landlord's attorney fees, which shall be an amount
equal to ten  percent of the amount of unpaid rent and  additional  rent but not
less than $500.00. Such fee shall be deemed additional rent and Landlord, at its
option, may include such amount in said proceedings as an unpaid item of rent.

59th. MISCELLANEOUS:

      (a) This lease is transmitted for examination only and does not constitute
an offer to lease.  This lease shall become effective only upon execution hereof
and delivery by the parties hereto.

      (b) This  instrument  contains the entire and only  agreement  between the
parties.  No oral  statements or  representations  or prior  written  matter not
contained herein shall have any force or effect.

      (c) This lease shall not be  modified,  changed,  or amended in any way or
canceled, terminated or abridged except by a writing subscribed by both parties.

      (d) 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, village and other governmental  authorities with jurisdiction over
the demised premises.

      (e) 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 and each term and provision of this
lease shall be valid and enforced to the fullest extent permitted by law.

      (f) This agreement  shall be governed by and construed in accordance  with
the laws of the State of New York.

      (g) Neither this lease nor any memorandum hereof shall be recorded without
Landlord's prior written consent. Tenant shall keep the provisions of this lease
confidential.

      (h) 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.

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      (i) 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,  in no event,  shall 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 any  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.

60th. LANDLORD'S OVERHEAD AND SUPERVISION CHARGES:

      (a) Whenever Landlord or its Agent performs work or furnishes services for
Tenant at separate  charge,  or on Tenant's  behalf  performs  work which Tenant
should have  performed but failed to perform prior to the expiration of the time
period  applicable  thereto;  then, in addition to all other charges that Tenant
may be  required  to pay  under  this  lease,  Tenant  shall  pay  Landlord  (or
Landlord's Agent if so directed by Landlord), within ten (10) days of Landlord's
submission  of the bill  therefor,  an amount  equal to 21% of the total  amount
expended by or on behalf of Landlord in connection with the same (representing a
charge of 10% of said total amount for overhead and thereafter 10% of said total
amount plus the overhead charge for supervision)

      (b)  Whenever  Tenant,  or on  Tenant's  behalf any  contractor  or vendor
performs construction, alteration or repair work, including, but not limited to,
furnishing  labor,  materials  or services  in  connection  therewith  and/or in
connection with the  construction of any Alterations (as such term is defined in
paragraph  66th),  then,  in  addition to all other  charges  that Tenant may be
required to pay under this lease, Tenant shall pay Landlord (or Landlord's Agent
if so directed by Landlord),  within ten (10) days of  Landlord's  submission of
the bill therefor,  an amount equal to ten percent (10%) of the amount  expended
by or on behalf of Tenant,  for Landlord's  indirect costs, field inspection and
coordination in connection with such work.

61st. BUILDING ACCESS:

      Subject to the terms and  conditions  of this  lease,  including,  without
limitation,  the Rules and  Regulations,  the Tenant  shall enjoy  access to the
building only on weekdays from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00
a.m. to 2:00 p.m., excluding legal holidays.

62nd. LIEN PROHIBITION:

      Nothing contained in this lease shall be deemed to be, or construed in any
way as  constituting,  the consent of Landlord to any person for the performance
of any labor or the furnishing of any materials at or to the demised premises or
the  building and land of which the demised  premises are a part,  nor as giving
Tenant any right,  power or authority to contract or permit the  performance  of
any labor or the  furnishing of any material  which might give rise to the right
to record or file a lien  against the demised  premises or the real  property of
which the  demised  premises  are a part or  against  the  interests  therein of
Landlord or Tenant, it being intended that all persons who may perform any labor
or furnish any  materials to Tenant at the demised  premises  shall look only to
the credit of Tenant and such security as Tenant may furnish to such persons for
the payment of all such labor and  materials.  Landlord  does not consent to the
recording or filing of any mechanics" or other liens against the leased premises
or the real property of which the demised premises are a part or the interest of
Landlord or Tenant therein.

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63rd. NOTICES: 63rd. NOTICES:

      Any notice  required to be given by either  party  pursuant to this lease,
shall be in writing and shall be deemed to have been properly given, rendered or
made only if sent by registered or certified mail or by Federal Express or other
comparable commercial overnight delivery, service, postage prepaid, addressed to
the other party at the  addresses  set forth below (or to such other  address as
Landlord  or Tenant  may  designate  to each  other from time to time by written
notice), and shall be deemed to have been given,  rendered or made on the day so
delivered;  or in the case of failure to deliver by reason of changed address of
which no notice was given, or refusal to accept delivery, as of the date of such
failure  as  indicated  on  the  return  receipt  or by  notice  of  the  postal
department.

If to Landlord:  LONG ISLAND INDUSTRIAL GROUP LLC
                 575 Underhill Boulevard
                 Suite 125
                 Syosset, New York 11791

With a copy to:  Long Island Industrial Management LLC
                 c/o Cammeby's Management Company, LLC
                 45 Broadway, 25th Floor
                 New York, New York 10006
                 Attention: General Counsel

If to Tenant: At the demised premises or as set forth below.

64th. RENT PAYMENTS:

      All rent and additional rent and all other sums and charges due under this
lease,  shall be paid to Landlord  in  accordance  with the  payment  directions
attached  hereto as Schedule C or pursuant to such other  directions as Landlord
shall designate in this lease or otherwise.  If the term of this lease commences
on a date other than the first of the month, the rent for the second month shall
be prorated, and the rent for the third month shall commence on the first day of
the month.

65th. SUBORDINATION AND ATTORNMENT:

      65.01  Subordination  (a) This lease and  Tenant's  rights  hereunder  are
subject and subordinate to: (i) all present and future ground leases,  operating
leases,  superior leases,  overriding leases and underlying leases and grants of
term of the Building,  or the Property,  or any portion  thereof  (collectively,
including the applicable  items set forth in clause (iv) of this subsection (a),
"Superior Leases");  (ii) all mortgages and building loan agreements,  including
leasehold mortgages and spreader and consolidation agreements,  which may now or
hereafter  affect all or any  portion of the  Property,  or any  Superior  Lease
(collectively,  including  the  applicable  items set forth in clauses (iii) and
(iv) of this subsection (a),  "Superior  Mortgages"),  whether or not a Superior
Mortgage  shall also cover other  lands or  buildings  or leases,  except that a
mortgage  on the land only shall not be a Superior  Mortgage so long as there is
in effect a Superior Lease which is not subordinate to such mortgage; (iii) each
advance made under any Superior Mortgage; and (iv) all renewals,  modifications,
replacements,  substitutions  and  extensions of any Superior  Lease or Superior
Mortgage.  The  provisions of this  subsection  shall be  self-operative  and no
further instrument of subordination shall be required.

      (b) Tenant shall, within ten (10) days after request therefor, execute and
deliver, at its expense, any instrument,  in recordable form if requested,  that
Landlord,  any holder of a Superior  Mortgage  (a  "Superior  Mortgage")  or any
lessor under a Superior Lease (a "Superior Lessor") may reasonably request, from
time to time, to "evidence and confirm the subordination  provided in subsection
(a) of this Section 65.01.

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      (c) Any Superior  Mortgagee  may elect that this lease shall have priority
over the mortgage  held by such Superior  Mortgagee  (such  mortgage,  upon such
election  by the  applicable  Superior  Mortgagee,  is  referred  to herein as a
"Subordinated  Mortgage") and, upon  notification by such Superior  Mortgagee to
Tenant,  this  lease  shall be deemed to have  priority  over such  Subordinated
Mortgage, whether this lease is dated prior to or subsequent to the date of such
Subordinated  Mortgage and, to the extent that an election is made by a Superior
Mortgagee, the provisions of Section 65.01 (a) hereof shall not be applicable to
such  Subordinated  Mortgage (except as otherwise  provided),  but such Superior
Mortgagee  shall  remain a  Superior  Mortgagee  for the  purpose  of all  other
provisions of this lease.  Tenant and such Superior  Mortgagee  shall  promptly,
upon the  notification  by such  Superior  Mortgagee,  execute  and  deliver  an
instrument in recordable form to evidence and confirm such priority.

      (d) If, in connection with obtaining, continuing or renewing financing for
which the Building,  the underlying  land, the Property,  or the interest of the
lessee under any Superior lease represents collateral,  in whole or in part, the
Superior Mortgagee or proposed Superior Mortgagee (including any which may elect
that this lease shall have priority over such Superior  Mortgage)  shall request
reasonable modifications of this lease as a condition of such financing,  Tenant
shall not withhold its consent thereto,  provided that such modifications do not
increase Tenant's obligation to pay rent or additional rent, shorten or lengthen
the term of this lease and do not materially  increase any other  obligations or
materially diminish any other rights of Tenant under this lease.

      65.02  Attornment.  (a) If at  any  time  any  Superior  Lessor,  Superior
Mortgagee  (each  a  "Senior  Interest  Holder")  or  any  other  person  or the
successors or assigns of any of the foregoing  (such Senior  Interest Holder and
any such other  person  being  herein  collectively  referred  to as  "Successor
Landlord")  shall  succeed to the rights of Landlord  under this  lease,  Tenant
agrees,  at the  election and upon the request of any such  Successor  Landlord,
from time to time,  fully and  completely  to attorn to and  recognize  any such
Successor Landlord as Tenant's landlord under this lease upon the then executory
terms of this lease, ~ such Successor  Landlord shall agree in writing to accept
Tenant's attornment.  The foregoing provisions of this Section 65.02 shall inure
to the benefit of any such Successor Landlord, shall apply notwithstanding that,
as a matter  of law,  this  lease  may  terminate  upon the  termination  of the
Superior Lease and shall be self-operative upon any such request, and no further
instrument shall be required to give effect to said provisions. Upon the request
of any such Successor Landlord,  Tenant shall execute and deliver,  from time to
time,  instruments  reasonably  satisfactory to any such Successor Landlord,  in
recordable form if requested,  to evidence and confirm the foregoing  provisions
of this Section 65.02, acknowledging such attornment and setting forth the terms
and conditions of its tenancy.

      (b) Upon such  attornment,  this lease  shall  continue  in full force and
effect as a direct lease between such Successor  Landlord and Tenant upon all of
the then executory terms of this lease except that such Successor Landlord shall
not be: (i) liable for any act or omission or negligence  of any prior  Landlord
(other than to cure any default of a  continuing  nature);  (ii)  subject to any
counterclaim,  defense or offset which  theretofore shall have accrued to Tenant
against any prior Landlord; (iii) bound by the payment of any rent or additional
rent for more  than one  month in  advance  (unless  actually  received  by such
Successor  Landlord);  (iv) bound by any modification or amendment of this lease
unless (A) such modification or amendment shall have been approved in writing by
the Senior Interest Holder, of which Tenant has been given notice, through or by
reason of which the  Successor  Landlord  shall have  succeeded to the rights of
Landlord  under  this  lease or (B) the  modification  or  amendment  shall have
occurred  prior to the  creation  of such  Senior  Interest;  (v)  obligated  to
construct  any  improvements  or to  grant  any  credit  toward  the cost of any
improvements;  (vi) in the event of damage to the Building or the  Property,  by
fire or other

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casualty,  obligated  to repair the  demised  premises  or the  Building  or the
Property,  or  any  part  thereof  beyond  such  repair  as  may  be  reasonably
accomplished  from the net  proceeds of  insurance  actually  made  available to
Landlord; or (vii) in the event of partial condemnation, obligated to repair the
demised  premises or the Building or the  Property,  or any part thereof  beyond
such repair as may be reasonably accomplished from the net proceeds of any award
actually made available to Landlord as  consequential  damages  allocable to the
part of the demised premises or the Building or the Property, not taken. Nothing
contained in this Section 65.02 shall be construed to impair any right otherwise
exercisable by any such Successor Landlord.

      65.03 Right to Cure. If any act or omission by Landlord  shall give Tenant
the right,  immediately  or after the lapse of time, to cancel or terminate this
lease in whole or in part or to claim such  cancellation  or  termination on the
basis of a partial or total  eviction,  Tenant shall not exercise any such right
until (a) it shall have given  written  notice of such act or  omission  to each
Senior  Interest  Holder  whose  name and  address  shall  have been  previously
furnished  to Tenant,  and (b) a  reasonable  period for  remedying  such act or
omission  shall have elapsed  following  such notice and following the time when
such Superior Mortgagee or Superior Lessor shall have become entitled under such
Superior Mortgage,  Subordinated Mortgage or Superior Lease, as the case may be,
to remedy the same (which  reasonable  period  shall be not less than sixty (60)
days  and,  if such  act or  omission  is of such a  nature  that it  cannot  be
completely  remedied within such sixty (60) day period,  such reasonable  period
shall be such longer period as may be required  provided~  such Senior  Interest
holder shall have within such sixty (60) day period  given Tenant  notice of its
intention  to remedy such act or  omission,  and has  commenced  and  thereafter
continues  to act upon such  intention).  It  is agreed,  however,  that if such
Senior Interest Holder requires  possession of the demised  premises in order to
effect a remedy, then such Senior Interest holder shall have such further period
of time as is  necessary  to obtain  possession  in addition  to the  reasonable
period  referred to in the preceding  sentence,  provided  such Senior  Interest
Holder shall give Tenant notice of its intention to obtain possession and remedy
such act or omission and shall promptly commence and continue to pursue, through
appointment  of  a  receiver  or  foreclosure,   summary  proceedings  or  other
procedures,  steps  necessary  to obtain  possession.  For the  purposes of this
Section  65.03,  if there  shall be more than one Senior  Interest  Holder,  the
provisions of this Section  65.03 shall be applicable  only to the holder of the
Superior  Mortgage or the  Subordinated  Mortgage  which  constitutes  the first
mortgage lien on the Building

66th. SUPPLEMENT TO ARTICLE 3:

      (a) Tenant shall not make or allow to be made any  alterations or physical
additions,  including,  without  limitation,  fixtures,  to the demised premises
other than normal painting,  carpeting,  wall-coverings  and office  decorations
("Alterations") or place safes, vaults, filing systems, libraries or other heavy
furniture or equipment  within the demised  premises without first obtaining the
consent of Landlord,  which  consent shall not be  unreasonably  withheld in the
case  of an  Alteration  which  (i)  has no  adverse  effect  on the  Building's
structure  or  systems,  including,  without  limitation,  the  electrical,  and
plumbing systems of the Building (collectively, "Building Systems"); (ii) is not
visible  from the exterior of the demised  premises;  (iii) does not result in a
violation  of, or require a change  in, any  certificate  of  occupancy  for the
Building;  (iv) does not affect any area of the Building  outside of the demised
premises;  and (v) does not, in Landlord's sole judgment,  adversely  affect the
character or value of the Property

      (b) Landlord shall be entitled to retain independent consultants to review
the plans and specifications for and the progress of construction of Alterations
and to reimbursement  from Tenant,  within ten (10) days after request therefor,
for all of the

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fees of such consultants and other  out-of-pocket  costs incurred by Landlord in
connection with such proposed Alteration.  Tenant shall, prior to commencing any
work in the demised  premises in connection with any  Alteration,  the nature of
which would under good construction  industry practice or Legal Requirements (as
such term is hereinafter in this paragraph 66th defined) involve the preparation
of plans and  specifications,  furnish  Landlord with three (3) sets of complete
plans and  specifications  for such  work.  Landlord  agrees  to use  reasonable
efforts,  consistent  with  industry  practice  and the  scope of such  proposed
Alteration,  to  respond  to  Tenant's  request  for  consent  to its  plans and
specifications  for  Alterations  within (i) fifteen  (15)  Business  Days after
submission  thereof to Landlord in the case of the original  submission and (ii)
ten (10) Business Days in the case of any  resubmission  of  disapproved  plans.
Landlord reserves the right to disapprove any plans and  specifications in part,
to reserve  approval of items shown  thereon  pending its review and approval of
other plans and specifications, and to condition its approval upon Tenant making
revisions to the plans and specifications or supplying  additional  information.
Any  Alterations  for which  consent has been  received  shall be  performed  in
accordance with plans and specifications approved by Landlord, and no amendments
or additions thereto shall be made without the prior written consent of Landlord
in each instance,  which consent shall be granted or withheld in accordance with
the same provisions and within the same time frames in granting  initial consent
to the applicable Alterations.

      (c) Tenant agrees that all Alterations  shall at all times comply with all
applicable  governmental  and  quasi-governmental  rules and regulations and the
rules and regulations of any Board of Fire Underwriters or similar agency having
jurisdiction ("Legal Requirements") and any rules and regulations which Landlord
may adopt from time to time with respect to the making of  Alterations.  Tenant,
at its  expense,  shall  cause all  Alterations  to be  performed  in a good and
first-class workmanlike mariner, using new materials and equipment.

      (d) Landlord or its agent, at Tenant's expense and upon request of Tenant,
shall  execute any  applications  for any  permits,  approvals  or  certificates
required to be obtained by Tenant (wherein such Landlord  signature is required)
in connection with any permitted Alteration (provided that the provisions of the
applicable Legal Requirement require that Landlord execute such application) and
shall otherwise cooperate with Tenant in connection therewith,  provided that if
Landlord shall incur any cost or liability in connection therewith, Tenant shall
reimburse Landlord for all such costs,  expenses and liabilities within ten (10)
days after receipt of Landlord's invoice therefor.

      (e) Tenant  agrees that all  Alterations  shall be promptly  commenced and
completed  and shall be performed  only in a manner so as not to interfere  with
the  occupancy  of any  other  tenant  or delay  Landlord  in the  construction,
maintenance, management or operation of the Building or the rest of the Property
or the space of any other tenant in the Building,  and if any additional expense
shall be incurred by Landlord as a result of Tenant's making of any Alterations,
Tenant  shall pay such  additional  expense  within ten (10) days  after  demand
therefor.

      (f) No Alterations  shall be constructed  (i) except under the supervision
of  a  licensed   architect  or  licensed   professional   engineer   reasonably
satisfactory  to Landlord  and (ii) in the event of an  Alteration  in excess of
$50,000.00 prior to Tenant  delivering to Landlord either (y) a performance bond
and a labor and materials  payment bond (issued by a surety  company  reasonably
satisfactory  to Landlord  and licensed to do business in the State of New York)
each in an  amount  equal to one  hundred  twenty-five  percent  (125%)  of such
estimated cost and otherwise in form  satisfactory to Landlord or (z) such other
security as shall be satisfactory to Landlord.

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      (g) All  contractors  retained  by Tenant  shall be  subject  to the prior
written  approval  of  Landlord.   Tenant  shall  not  permit  the  use  of  any
contractors, labor, material or equipment in the performance of any work if such
use, in Landlord's sole judgment, will disturb harmony with any trade engaged in
performing  any  other  work in and about the  Building  and/or  the rest of the
Property or  contribute  to any labor  dispute.  Landlord may require the use of
designated  Building  engineers or contractors  for specified work which will or
may affect any Building Systems.

      (h) Tenant shall indemnify and hold Landlord harmless from and against all
costs  (including,  without  limitation,  attorneys'  fees  and  disbursements),
losses,  liabilities  or causes  of action  arising  out of or  relating  to any
Alteration, including, without limitation, any mechanics' or materialmen's liens
asserted in connection with such Alteration.

      (i)  Landlord's  review  and/or  approval  of plans or  specifications  or
consent to the making of Alterations in the demised premises shall not be deemed
to be (i) an agreement by Landlord that the contemplated Alterations comply with
any Legal Requirements,  or any certificate of occupancy for the Building;  (ii)
an approval of the sufficiency, completeness or any other aspect of the proposed
Alteration;  or (iii) a waiver by Landlord of  compliance  by Tenant with any of
the  other  terms of this  lease  and any other  agreements  or other  documents
relating thereto.

67th. INABILITY TO PERFORM:

      (a) This lease and the  obligations  of Tenant to pay rent and  additional
rent and  perform  all of the other terms of this lease on the part of Tenant to
be performed shall in no way be affected  because  Landlord is unable or delayed
in  fulfilling  any of its  obligations  under  this  lease by  reason  of Force
Majeure. Landlord shall in each instance exercise reasonable diligence to effect
performance when and as soon as reasonably  possible;  provided,  however,  that
Landlord shall be under no obligation to employ overtime or premium labor.

      (b) For  purposes of this lease,  "Force  Majeure"  shall mean any and all
causes beyond the reasonable  control of Landlord or Tenant, as the case may be,
including  delays  caused by the other  party  hereto  or other  tenants,  Legal
Requirements  and  other  forms of  governmental  restrictions,  regulations  or
controls  (including energy and water  conservation  measures),  labor disputes,
accidents, mechanical breakdowns,  shortages or inability to obtain labor, fuel,
steam,  water,  electricity or materials through ordinary sources,  acts of God,
war, sabotage,  embargo, enemy action, civil commotion,  fire or other casualty,
but shall not include lack of funds or financial inability to perform.

68th. DEVELOPMENT DEMOLITION AND RELOCATION RIGHTS:

      (a) Tenant  acknowledges that it has no rights to any development  rights,
"air  rights" or  comparable  rights  appurtenant  to the  Building,  and/or the
Property,  and consents,  without further  consideration,  to any utilization of
such  rights by  Landlord  and  agrees  to  promptly  execute  and  deliver  any
instruments which may be requested by Landlord,  including  instruments  merging
zoning lots,  evidencing such acknowledgment and consent. The provisions of this
Section  shall be deemed to be and shall be  construed  as an express  waiver by
Tenant of any interest Tenant may have as a "party in interest" in the Building,
and/or the Property.

      (b) (1) Anything to the contrary contained in this lease  notwithstanding,
Landlord,  upon not less than thirty (30) days prior  written  notice to Tenant,
shall  have the right at any time and from time to time  during the term of this
lease,  to  substitute,  as of a date  specified in said notice (the  "Effective
Date"),  other  space  (the  "Substitute  Space") in the  Building  of which the
demised premises forms a part

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as the demised premises  hereunder in lieu of the space (the "Prior Space") then
constituting the demised premises  hereunder  immediately prior to the giving of
such notice.

      (2) Prior to the Effective Date, Landlord,  at Landlord's expense and with
Tenant's  reasonable  cooperation  (but  at no cost to  Tenant),  shall  furnish
necessary  moving  labor to move  Tenant and  Tenant's  equipment  and  personal
property to the Substitute Space,  which Substitute Space shall be substantially
equivalent  in area and  build-out  to the Prior  Space  and have  substantially
equivalent parking accommodations available for Tenant's use.

      (3)  Automatically  on the  Effective  Date,  the  Substitute  Space shall
constitute  the demised  premises  hereunder  and all of the terms of this lease
shall apply thereto  (except that Landlord  shall not be required to perform any
work or furnish  any  materials  with  respect to Tenant's  installation  in the
Substitute  Space,  other than as hereinabove  specifically  provided),  and the
Prior Space shall  automatically  be deleted from the coverage of this lease and
the term of this lease  insofar as the Prior  Space only is  concerned  shall be
deemed to have  ceased  and  expired  with the same  force and  effect as if the
Effective Date were  originally  provided in this lease as the  expiration  date
hereof but this lease shall  continue in full force and effect for the full term
hereof with respect to tile Substitute Space.

      (4)  Tenant  covenants  and  agrees  to quit  and  surrender  vacant  full
possession of the Prior Space to Landlord on the  Effective  Date free and clear
of any  leases,  tenancies  and rights of  occupancy  of anyone  claiming  by or
through  Tenant.  If Tenant shall fail or refuse to  surrender  such vacant full
possession of the Prior Space to Landlord on or before the  Effective  Date (for
any reason  other than failure to furnish  moving labor to Tenant),  then and in
such event Tenant  shall pay to Landlord  for each day or fraction  thereof that
Tenant;  shall fail to surrender such vacant full  possession of the Prior Space
to Landlord (in  addition to all rent and  additional  rent  provided to be paid
under this lease which is applicable  from and after the  Effective  Date to the
Substitute  Space) an  agreed-upon  sum  equal to three  (3) times the  quotient
obtained by dividing (i) the sum of the monthly installment of rent then payable
under this lease plus  one-twelfth  (1/12) of all  additional  rent then payable
under this lease by  (ii) thirty  (30) (the  "Daily Rate for the Prior  Space").
Such Daily Rate for the Prior  Space is in the nature of  liquidated  damages to
Landlord for Tenant's  failure to surrender  such vacant full  possession of the
Prior Space to Landlord on or before the Effective Date. The foregoing provision
for  payment  by Tenant of the Daily Rate for the Prior  Space  shall be without
prejudice  to  Landlord's  instituting  summary  or such  other  proceedings  as
Landlord  may desire in order to obtain as  promptly  as  possible  vacant  full
possession of the Prior Space. The foregoing  provision for payment by Tenant of
the Daily Rate for the Prior  Space  relates  solely to  Landlord  and  Tenant's
mutual  agreement  to the daily value of the Prior Space to each of Landlord and
Tenant taking into consideration  Tenant's agreement to comply with the terms of
this paragraph 68th and to surrender  vacant full  possession of the Prior Space
to Landlord on or before the Effective  Date,  time being deemed of the essence;
therefore,  in addition to Tenant's  agreement to make payment of the Daily Rate
for the Prior Space for each  subject  day,  Tenant  agrees to pay  Landlord the
total amount of any loss, damage, cost or injury (including  attorneys' fees and
disbursements)  suffered by Landlord  with regard to any  existing or  potential
transaction which is adversely affected by Tenant's failure or refusal to timely
surrender the Prior Space.

      (c) If Landlord  shall at any time during the term of this lease decide to
demolish or substantially renovate the Building,  including but not limited to a
change of use of the  Building  and/or that portion of the Building in which the
demised  premises are a part,  then  Landlord  shall have the right to terminate
this lease as

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of the last day of any month  thereafter upon not less than six (6) months prior
written notice by Landlord to Tenant. In the event that Landlord shall give such
notice,  then upon the date specified in such notice for the termination of this
lease,  this lease and the term and estate  hereby  granted  shall  terminate as
though  such  date  were the date  originally  set  forth in this  lease for the
expiration of the term hereof,  and Tenant shall, on or before such date, vacate
and remove from the demised  premises in accordance  with the provisions of this
lease.

69th. CLEANING AND DUMPSTER:

      (a) RUBBISH REMOVAL AND REFUSE PICK-UP:

      Tenant  shall  independently  contract  for and provide for the removal at
least  biweekly  of all  garbage,  refuse,  waste and  rubbish,  at its cost and
expense.  Garbage and refuse  shall be kept in  containers  or  dumpsters  to be
provided  by  Tenant  and  placed in an area  designated  by  Landlord  for such
purpose.  Garbage  storage  and  removal  shall be  subject  to such  rules  and
regulations  as, in the reasonable  judgment of Landlord,  are necessary for the
proper operation of the Property.

      (b) PREMISES AND BUILDING CLEANING:

      (i)  Tenant  shall,  at its cost and  expense,  take good care of and keep
clean and free from  debris the  interior of the  demised  premises,  including,
without  limitation,  all restrooms  therein which shall include  replacement of
papergoods,  in a manner reasonably  satisfactory to Landlord. No one other than
persons approved by Landlord shall be permitted to enter the demised premises or
the  building of which it forms a part for the  purpose of cleaning  the demised
premises.

      (ii) cleaning of public hallways,  public lobbies, public vestibules,  and
public restrooms,  including  replacement of paper goods shall be the obligation
of Landlord.


                                        LANDLORD:

                                        LONG ISLAND INDUSTRIAL GROUP LLC

                                        By: /s/ [ILLEGIBLE]
                                            ---------------------------------
                                            Managing Member

                                        TENANT:
                                        PORTA SYSTEMS CORP.

                                        By: /S/ [ILLEGIBLE]
                                            ---------------------------------
                                            Title

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<PAGE>

                                  SCHEDULE "A"
                                RENTAL SCHEDULE

COMMENCEMENT DATE:. The day after substantial  completion of Landlord's Work set
forth in  Landlord's  Work Criteria in accordance  with  Paragraph  50th of this
Lease.

EXPIRATION DATE: The last day of the Fifth Lease Year.

LEASE YEAR: The term "Lease Year" shall mean a period of time  conforming to the
following:  The first  "Lease  Year" of the term of this  lease  shall  mean the
period  beginning  on the  Commencement  Date and ending on the date twelve (12)
months after the first day of the first month following the  Commencement  Date,
unless  the  Commencement  Date is the first day of a month,  in which  case the
first  Lease Year shall  terminate  on the date  twelve  (12)  months  after the
Commencement  Date;  the  second  Lease  Year of the  term of this  lease  shall
commence  on the day  following  the last day of the  first  Lease  Year and end
twelve (12) months  thereafter;  and  succeeding  Lease Years during the term of
this lease shall commence and end on dates  corresponding  to those on which the
second Lease Year begins and ends.

                  TERM                     ANNUALLY

            FIRST LEASE YEAR            $ 62,835.00 per annum

            SECOND LEASE YEAR           $ 64,720.05 per annum

            THIRD LEASE YEAR            $ 66,661.65 per annum

            FOURTH LEASE YEAR           $ 68,661.50 per annum

            FIFTH LEASE YEAR            $ 70,721.35 per annum


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                                  Schedule "B"
                            LANDLORD'S WORK CRITERIA
                        6851 JERICHO TURNPIKE NSUITE 170
                              PORTA SYSTEMS CORP.
                                    09-10-02

Tenant  acknowledges  and agrees to accept the  Demised  Premises in its "as is"
condition in all respects as of the date hereof,  except for  "Landlords  Work."
Landlord's  work  shall mean and be  strictly  limited  to the  construction  as
indicated on the plans attached to this lease (if  applicable)  and made part of
thereof and as described  below. In the event of a discrepancy  between the plan
and this work  letter,  the work  letter  shall take  precedence.  Landlord,  at
landlord's  expense,  shall  initially  (one time only) perform  Landlords  work
within the demised  premises in a building  standard manner  utilizing  building
standard materials (or equivalent) and labor selected by Landlord.

1. Utility service to demised Premises:

   a. Electric      Individually metered  service

   b. Gas           Existing common service.

   c. Sanitary      Existing.

2.    Remove existing  flooring and cove base.  Remove all debris from premises.
      Premises to be left in broom clean condition.

3.    Landlord to construct offices as per attached plan

4.    Existing acoustical ceiling grid and tile is to remain throughout. Replace
      any damaged, stained or broken tiles.

5     Existing  lighting and electrical  outlets are to remain as is, in working
      order  throughout.  Replace any damaged,  stained or broken lens covers as
      may be required.

6     Existing IIVAC is to be delivered in working order.

7.    All doors to be delivered in working order.

8.    Prep and paint all office walls with building standard paint finish. Color
      selection  by Tenant  from  samples  provided  by  Landlord.  Limited to a
      maximum  of three  (3)  colors  with a Limit of one (1)  color per room or
      contiguous open area. Existing wood doors to be refinished as required.

9.    Building standard carpeting throughout the office area. Color selection by
      Tenant from samples provided by Landlord.  Limited to a maximum of two (2)
      colors with a Limit of (1) color per room or contiguous  open area.  Vinyl
      cove base throughout.

10.   Landlord is not responsible for telephone, computer, data or communication
      wiring  and all  associated  conduit  and  equipment  required  (for such.
      Landlord  is not  responsible  for the  winning or  connecting  of Tenants
      equipment.  Elimination  of any or all of the items of work  listed  above
      will not constitute a credit.

Landlord shall  diligently  perform and complete all such portions of Landlord's
Work as soon as reasonably practicable.

Landlord's Work shall be deemed substantially completed notwithstanding the fact
that (I) minor or insubstantial  details of construction,  mechanical adjustment
or decoration  remain to be performed or (II)  portions of Landlord's  Work have
not been completed because under good construction scheduling,  such work should
not be done until after still  incomplete  finishing or other work to be done by
Tenant is completed.  If the substantial  completion of Landlord's Work shall be
delayed  (lime to any act or  omission  of  Tenant or its  employees,  agents or
contractors  (including but not limited to any delays due to any additional work
that Tenant  authorizes  the Landlord to perform) or the inclusion in Landlord's
work of any work that is long-lead in nature,  then, the substantial  completion
of Landlords Work shall be deemed to have occurred on date when  Landlord's Work
would have been substantially completed but for said delay.

Any  additional  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 21% of the
actual cost to the Landlord for the Landlord's supervision and overhead.  Tenant
will  execute a Work  Authorization  Form  prepared by the  Landlord and issue a
check for the full amount of the cost of such work  (including 21%) PRIOR to the
Landlord   performing  any  such  work.  Failing  the  execution  of  such  Work
Authorization  Form and  payment,  Landlord   small perform only such work as is
presently  shown on this Schedule B.  However,  nothing  contained  herein shall
obligate  Landlord to perform any such additional work absent Landlord  agreeing
to do so.

<PAGE>

                                  SCHEDULE "C"
                            RENT PAYMENT DIRECTIONS

                              MAILING DIRECTIONS:

Rent sent through the U.S. Postal Service shall be addressed as follows:

                        LONG ISLAND INDUSTRIAL GROUP LLC
                                 P.O. Box 5823
                              Hicksville, NY 11802

Tenant shall make all lease  payments to this account  until it is given written
instructions from Landlord to do otherwise.

NOTE: ALL CHECKS SHOULD BE MADE PAYABLE TO LONG ISLANID INDUSTRIAL GROUP, LLC

                                                       Please Initial

                                                       Landlord  BF Tenant  MS
                                                                ----       ----


                                       23

<PAGE>

                               LEASE SCHEDULE ODO

                               REQUIRED INSURANCE

      (a)  "All-Risk"  Property  arid  Loss  of  Income  Coverage  for  Tenant's
Property.  "All  Risk" (i)  property  insurance  on a  replacement  cost  basis,
covering all merchandise,  movable non-structural partitions, business and trade
fixtures,   machinery  and  equipment,   communications   equipment  and  office
equipment,  whether or not  attached  to, or built into,  the demised  premises,
which are  installed in the demised  premises by, or for the account of,  Tenant
without expense to Landlord and that can be removed without structural damage to
the  Property,  and all  furniture,  furnishings  and other  articles of movable
personal   property  owned  by  Tenant  and  located  in  the  demised  premises
(collectively, the "Tenant's Property"), all in an amount not less than the full
replacement  cost of all such property and (ii)  loss-of-income  insurance in an
amount  sufficient to assure that Landlord  shall recover the loss of any rental
income due and owing to  Landlord  from  Tenant  under the terms of this  lease,
which  coverage  shall  provide such  protection to Landlord for a period of not
less than twelve (12)  consecutive  months.  The total amount of the  deductible
required  under  each  policy  providing  such  coverage  shall be no more  than
$1,000.00 per loss. Landlord, Agent and any other parties designated by Landlord
(including,  but not  limited  to, its  beneficiary,  its  general  and  limited
partners,  and Superior Mortgagees and/or Superior Lessors) shall be included as
loss payee(s)

      (b)  Liability  Coverage.   Commercial   general.   public  liability  and
comprehensive  automobile  liability  (and,  if  necessary  to  comply  with any
conditions of this Lease,  umbrella liability insurance) covering Tenant against
any claims  arising out of  liability  for bodily  injury and death and personal
injury and  advertising  injury and property  damage  occurring in and about the
demised premises,  and/or the Property and otherwise resulting from any acts and
operations  of Tenant,  its agents and  employees,  with limits of not less than
total limits of $2,000,000.00  per occurrence and  $5,000,000.00  annual general
aggregate,  per  location.  The  total  amount  of  a  deductible  or  otherwise
self-insured  retention  with  respect to such  coverage  shall be not more than
$1,000.00  per  occurrence.   Such  insurance  shall  include,   inter  alia:(i)
"occurrence"  rather than "claims  made"  policy forms unless such  "occurrence"
policy forms are not  available;  (ii) any and all  liability  assumed by Tenant
under the terms of this lease, to the extent such insurance is available;  (iii)
premises  medical-operations  expenses in an amount not less than  $5,000.00 per
person, per accident;  (iv) Landlord,  Agent and any other parties designated by
Landlord or Agent (including,  but not limited to, its beneficiary,  its general
and limited partners,  and Superior Mortgagees and/or Superior Lessors) shall be
desi9nated as Additional  Insured(s)  with respect to (x) the demised  premises,
and (y) all operations of Tenant,  and (z) any property and areas and facilities
of Landlord used by Tenant,  its employees,  invitees,  customers or guests; and
(v) severability of insured parties and  cross-liability  so that the protection
of such  insurance  shall be afforded to Landlord and its  designees in the same
manner as if separate policies had been issued to each of the insured parties.

      (c) Workers'  compensation and employer's liability insurance in the state
in which the demised premises and any other operations of Tenant are located and
any other state in which  Tenant or its  contractors  or  subcontractors  may be
subject to any statutory or other liability arising in any manner whatsoever out
of the  actual  or  alleged  employment  of  others.  The  total  limits  of the
employer's  liability  coverage shall be not less than the amounts  specified in
Subparagraph (b) above.

      (d) Other  Coverage.  Such other  policy or policies  as are  either:  (i)
reasonably required of Landlord by any Superior  Mortgagee,  Superior Lessor, or
any other party having any interest in the Property;  or (ii) deemed  reasonably
necessary by Landlord; or

                                                       Please Initial

                                                       Landlord  BF Tenant  MS
                                                                ----       ----


                                       24

<PAGE>

(iii)  required  by  insurers  by  reasons  of a change in  Tenant's  use of, or
activities at, the demised premises.

All insurance  policies  required under this lease Schedule shall: (i) be issued
by  companies  licensed  to do  business  in the State in which the  Property is
located and acceptable to Landlord and any Superior Mortgagees, Superior Lessors
and any other party having any interest in the Property;  (ii) not be subject to
cancellation  or material  change or  non-renewal  without at least  thirty (30)
days' prior  written  notice to Landlord  and any other  parties  designated  by
Landlord (A) to be loss  payee(s) or additional  insured(s)  under the insurance
policies required from Tenant,  or (B) to receive such notices;  (iii) be deemed
to be  primary  insurance  in  relation  to any other  insurance  maintained  by
Landlord  or Agent;  and (iv) at the sole  option and  discretion  of  Landlord,
include  other  appropriate  endorsements  or extensions of coverage as would be
required of Landlord by any Superior  Mortgagees,  Superior Lessors or any other
party having any interest in the Property.

                                                       Please Initial

                                                       Landlord  BF Tenant  MS
                                                                ----       ----


                                       25

<PAGE>


                                  SCHEDULE "E"
          INSURANCE CERTIFICATE HOLDER/ADDITIONAL INSUREDS/LOSS PAYEES

                              CERTIFICATE HOLDER:

                        LONG ISLAND INDUSTRIAL GROUP LLC
                            575 Underhill Boulevard
                                   Suite 125
                            Syosset, New York 11791

                   LOSS PAYEE BUSINESS INTERRUPTION COVERAGE

                        LONG ISLAND INDUSTRIAL GROUP LLC
                            575 Underhill Boulevard
                                   Suite 125
                            Syosset, New York 11791

                              ADDITIONAL INSUREDS:

                     LONG ISLAND INDUSTRIAL MANAGEMENT, LLC
                            575 Underhill Boulevard
                                   Suite 125
                            Syosset, New York 11791

                      GMAC COMMERCIAL MORTGAGE CORPORATION
                                200 Witmer Road
                                  P.O. Box 809
                          Horsham, Pennsylvania 19044

                                                       Please Initial

                                                       Landlord  BF Tenant  MS
                                                                ----       ----


                                       26

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