Agreement of Lease, made as of this 13th day of August,1999 between LKM
EXPRESSWAY PLAZA LIMITED  PARTNERSHIP,  with offices at 277 Northern  Boulevard,
Great Neck, New York 11021 ("Landlord"),  and QUERYOBJECT SYSTEMS CORPORATION, a
Delaware corporation, having its principal office at 60 Charles Lindbergh Blvd.,
Uniondale, New York 11553 ("Tenant").

         1.  Definitions.  The following terms shall have the meanings set forth
opposite each of them,  provided  that if the term "None" is set forth  opposite
any term then the  provisions  of the  lease  applicable  to such term  shall be
considered deleted and of no force and effect.

"Term"                            The period beginning on the Commencement  Date
                                  and ending at noon on the Expiration Date.

"Commencement Date"               September 1, 1999

"Expiration Date"                 October  31,  2004  or  the  last  day  of the
                                  sixty-second  (62nd)  calendar month following
                                  the  Commencement   Date  as  defined  herein,
                                  whichever  is later,  or ending on an  earlier
                                  date on which  this  Lease  may  expire  or be
                                  cancelled or terminated  pursuant to the terms
                                  of this Lease.

"Electric Factor"                 $2.25 per square foot per annum.

"Fixed Rent"                      The  following  amounts  shall be inclusive of
                                  the Electrical Energy Charge:

                                  For the first Lease Year, $202,050.00, payable
                                  in advance monthly  installments of $16,837.50
                                  per month.

                                  For  the  second   Lease  Year,   $210,132.00,
                                  payable in  advance  monthly  installments  of
                                  $17,511.00 per month.

                                  For the third Lease Year, $218,537.28, payable
                                  in advance monthly  installments of $18,211.44
                                  per month.

                                  For  the  fourth   Lease  Year,   $227,265.84,
                                  payable in  advance  monthly  installments  of
                                  $18,938.82 per month.

                                  For the fifth Lease Year, $236,317.68, payable
                                  in advance monthly  installments of $19,693.14
                                  per month.

                                  For the sixth Lease Year, $245,773.62, payable
                                  in advance monthly  installments of $20,481.14
<PAGE>

                                  per  month  for  the  months  of  September  &
                                  October.

"Additional Rent"                 All sums of money  (other  than Fixed Rent) as
                                  shall  become due and  payable  from Tenant to
                                  Landlord hereunder,  for default in payment of
                                  which Landlord shall have the same remedies as
                                  for a default in payment of Fixed Rent.

"Building"                        The building  erected in the County of Nassau,
                                  State  of New York and  known  as:  Expressway
                                  Plaza at Roslyn, Building One, Roslyn Heights,
                                  New York.

"Demised Premises"                That  portion  of  the  second  floor  of  the
                                  building   delineated  on  the  floor  plan(s)
                                  attached  hereto as  Exhibit A, known as Suite
                                  208.

"Rentable Floor Area of
the Demised Premises"             The total  number of  rentable  square feet of
                                  space  in the  Demised  Premises,  which,  for
                                  purposes of this Lease,  the parties  agree is
                                  8,082 square feet.

"Lease Year
Anniversary Date"                 September   1,   2000   ("First   Lease   Year
                                  Anniversary  Date")  and the first day of each
                                  successive  November  during  the Term of this
                                  Lease.

"Lease Year"                      The period  commencing on the first day of the
                                  Term and  ending  with the day  preceding  the
                                  First Lease Year  Anniversary  Date,  and each
                                  twelve (12) month period  thereafter  measured
                                  from each Lease Year Anniversary  Date, except
                                  that if the period between the last such Lease
                                  Year  Anniversary Date and the Expiration Date
                                  is less than twelve (12) months, then the last
                                  Lease Year shall be such lesser period.

"Rentable Floor Area
of the Building"                  The total  number  of square  feet of space in
                                  the  Building,  which,  for  purposes  of this
                                  Lease, the parties agree is 50,000.

"Tenant's
Proportionate Share"              The  percentage  resulting  from  dividing the
                                  Rentable Floor Area of the Demised Premises by
                                  the  Rentable  Floor  Area  of  the  Building,
                                  which,  for the  purposes of this  Lease,  the
                                  parties agree is 16.16%.

                                       2
<PAGE>

"Security Deposit"                $36,422.88  deposited  pursuant  to Article 32
                                  hereof.

"Rent Prepayment"                 $16,837.50 to be applied toward the first full
                                  month's  installment of Fixed Rent,  including
                                  the  Electric  Energy  Charge,  due under this
                                  Lease.

"Guarantor"                       Queryobject Systems

"Permitted Use"                   For  general  office use only and for no other
                                  purpose.

"Broker"                          Sutton &  Edwards,  Inc.  and  Bagnato  Realty
                                  Service, LLC.

"Regular Business
Hours"                            8:00 a.m. to 6:00 p.m. on business days, i.e.,
                                  every day  except  Saturday,  Sunday,  and the
                                  days  observed  by the Federal or the New York
                                  State   government  as  legal  holidays.   See
                                  Exhibit E.

"Tenant's Common
 Parking Spaces"                  Forty (40) of which four (4) will be reserved

"Base Operation Year"             1999

"Real Estate"                     The  Building,  the land on which the Building
                                  and other improvements appurtenant thereto are
                                  located,  (including  without  limitation  the
                                  land on which any parking spaces are located),
                                  and the land  forming part of the same tax lot
                                  or lots as the land on which the  Building  is
                                  located.

"Wage Rate Multiple"              NONE

"Tenant's Real Estate
Tax Base"                         See Article 8 contained herein.


         2. Demise and Premises.

            2.01 Landlord hereby leases to Tenant,  and Tenant hereby hires from
Landlord,  the Demised Premises for the Term, for the rent hereinafter  reserved
and upon and subject to the conditions (including limitations, restrictions, and
reservations) and covenants  hereinafter  provided.  Each party hereto agrees to
observe and perform all of the conditions and covenants  herein contained on its
part to be observed and performed.

            2.02 The general location,  size, and layout of the Demised Premises
are  outlined on Exhibit A, but in the event that the Demised  Premises  and the

                                       3
<PAGE>

Building are not completed as of the date of this Lease,  Exhibit A shall not be
deemed to be a warranty,  representation,  or  agreement on the part of Landlord
that the Demised  Premises  and the  Building  will be exactly as  indicated  on
Exhibit A.

         3. Rent.

            3.01  Tenant  shall pay to  Landlord  without  notice or demand  and
without abatement, deduction, or setoff, in lawful money of the United States of
America,  at the office of the Landlord as specified on Page 1 hereof or at such
other place as Landlord may designate,  the Fixed Rent reserved under this Lease
for each year of the Term, payable in equal monthly  installments in advance due
on the  first  day of each  and  every  calendar  month  during  the  Term;  and
Additional  Rent  consisting of all such other sums of money as shall become due
from and  payable by Tenant to  Landlord  hereunder  (for  default in payment of
which Landlord shall have the same remedies as for a default in payment of Fixed
Rent).

            3.02 If the  Commencement  Date shall  occur on a day other than the
first day of a  calendar  month,  the Fixed  Rent and  Additional  Rent shall be
prorated for the period from the  Commencement  Date to the last day of the said
calendar  month  and  shall  be  due  and  payable  on  the  Commencement  Date.
Notwithstanding  the  provisions  of this  Article  3,  Tenant  shall pay on the
execution  of  this  Lease,  on  account  of the  first  full  calendar  monthly
installments of Fixed Rent, the Rent Prepayment specified in Article 1 hereof.

            3.03 If Tenant shall fail to pay any installment or payment of Fixed
Rent,  including  the Electric  Energy  Charge,  within ten (10) days after same
shall become due and payable or shall fail to pay any payment of Additional Rent
or other charge  within ten (10) days after same shall be due and payable,  then
Tenant  shall be  required  to pay a late  charge of $.05 for each  $1.00  which
remains so unpaid.  Such late  charge is  intended to  compensate  Landlord  for
additional  expenses  incurred  by Landlord in  processing  such late  payments.
Nothing  herein  shall be intended  to violate  any  applicable  law,  code,  or
regulation, and in all instances all such charges shall be automatically reduced
to any maximum  applicable  legal rate or charge.  Such charge  shall be imposed
monthly  for each late  payment.  This late  charge is in  addition to all other
remedies  available to Landlord and shall not be  considered  as limiting  other
remedies Landlord may have under this Lease or under law.

            3.04 It is hereby mutually agreed, that notwithstanding  anything to
the contrary herein contained, the said premises are demised for a Fixed Rent of
One Million One Hundred  Thirty-five  Thousand Two Hundred  Sixty-five Dollars &
08/100  ($1,135,265.08)  for the  entire  said term  payable  at the time of the
making of this Lease, together with Additional Rent consisting of all such other
sums of money that shall become due from and payable by Tenant to Landlord,  and


                                       4
<PAGE>

that the  provisions  herein  contained  for the  payment  of said Fixed Rent in
installments  are for the  convenience of Tenant only, and that, upon default in
payment of the Fixed  Rent  and/or  Additional  Rent in  installments  as herein
allowed,  and if such default  shall  continue  for five (5) days after  written
notice  thereof by Landlord  to Tenant,  then the whole of the Fixed Rent hereby
reserved for the whole of the said entire term and then  remaining  unpaid shall
at once become due and payable,  without further notice or demand.  In the event
Tenant  shall be required to pay the Fixed Rent  reserved for the balance of the
term  of  this  Lease  in  advance  as  specified  herein,   the  Tenant  shall,
nevertheless,  still be obligated to pay all Additional  Rent  consisting of all
such  other  sums of money  that  shall be due from and  payable  by  Tenant  to
Landlord herein when due as provided for herein.

            3.05 If Landlord  shall fail to submit any statement or other notice
to Tenant or omit to demand the payment of any Fixed Rent,  Additional  Rent, or
other sums required to be paid by Tenant to Landlord  provided for in this Lease
prior to the  expiration of the Lease term,  such failure or omission  shall not
constitute a waiver of Tenant's obligation to pay any such sums to Landlord.

            3.06  Notwithstanding  anything to the contrary contained herein and
provided that Tenant is not then in default hereunder, the Fixed Rent, exclusive
of the Electric Energy Charge and any Additional Rent payable  hereunder,  shall
be abated for the second and third months of the Lease.

         4. Preparation of the Demised Premises.

            4.01 In the event this Lease  pertains to the initial  occupancy  by
any tenant of the Demised  Premises,  Landlord  will  substantially  perform the
building standard work in the Demised Premises as set forth in Exhibit C annexed
hereto and hereby made a part hereof (the "Work  Letter") and upon the terms and
conditions specified in the Work Letter.

            4.02 Landlord's  agreement to do the work in the Demised Premises as
set forth herein shall not require it to incur  overtime  costs and expenses and
shall be subject to any delays due to acts of God, governmental  restrictions or
guidelines, strikes, labor disturbances, shortages of materials and supplies and
for any other causes or events whatsoever beyond Landlord's  reasonable  control
("Unavoidable  Delays").  Landlord has made, and makes, no representations as to
the date when the Demised  Premises  will be ready for Tenant's  occupancy,  and
notwithstanding  any date  specified  in Article 1 or elsewhere in this Lease as
the Commencement Date it is understood that the same is merely an estimate.

            4.03 In the event  Landlord  is to perform  any work in the  Demised
Premises pursuant to Exhibit C, unless Tenant's final plans, specifications, and
drawings  covering all such work are attached  hereto as Exhibit B, Tenant shall
                                       5

<PAGE>

furnish to Landlord such final plans,  specifications,  and drawings in adequate
time to allow  Landlord to  acknowledge  receipt of the same not later than five
(5) days from the date of this Lease.  In the event that  Tenant's  final plans,
specifications,  and  drawings  are not  furnished  to Landlord  within the time
period set forth in this Paragraph 4.03,  Landlord shall be entitled to exercise
any and all  remedies  which  it is  entitled  to  exercise  under  this  Lease,
including, without limitations, the right to terminate this Lease.

         5. When Demised Premises Ready for Occupancy
            and Commencement Date.

            5.01 In the event that this Lease  does not  pertain to the  initial
occupancy by any Tenant of the Demised  Premises,  the Demised Premises shall be
deemed ready for occupancy on the following  date:  (a) if the Demised  Premises
are to be  delivered  "as is", on the day  following  the day on which the prior
Tenant  vacates the Demised  Premises,  provided that Landlord  shall have given
Tenant at least five (5) days prior written notice estimating when such vacation
will occur and provided  such  vacation  does occur by such  estimated  vacation
date, or in the event Landlord's estimate was inaccurate,  on the date when such
vacation actually occurs; or (b) if the Demised Premises are not to be delivered
"as is", when the work  described in Exhibit C to be performed by Landlord shall
have been substantially completed. It is agreed that the Commencement Date shall
be  deemed to be the date  specified  in a  written  notice  to Tenant  that the
Demised Premises are ready for occupancy.

            5.02  Notwithstanding  anything to the  contrary  contained  in this
Lease, in the event that Tenant does perform any work prior to the  Commencement
Date,  substantial  completion  under this Article  shall be deemed to have been
achieved if incomplete  work to be performed by Landlord has not been  completed
because,  under good construction  scheduling practices such work should be done
after still incomplete work to be done by or on behalf of Tenant is completed.

            5.03 If the occurrence of any of the conditions  listed in Article 4
(including,  without  limitation,  furnishing  of  plans,  specifications,   and
drawings referred to in Paragraph 4.03 hereof) or in Paragraphs 5.01 or 5.02 and
thereby the making of the Demised Premises ready for occupancy, shall be delayed
due to any  act or  omission  of  Tenant  or any of its  employees,  agents,  or
contractors, including but not limited to failure by Tenant to act promptly when
any consent or approval may be requested by Landlord, or to plan or execute work
to be performed by Tenant  diligently and  expeditiously,  or due to any special
requirements  of  Tenant  in  connection  with the  preparation  of the  Demised
Premises for  occupancy  over and above the quantity of building  standard  work
specified in Exhibit C, then the Demised  Premises shall be deemed ready but for
such delays  whether or not a  certificate  of occupancy or other  permission to
occupy shall have been issued.
                                       6

<PAGE>

            5.04 On the  Commencement  Date or at such time as Tenant shall take
actual possession of the whole or part of the Demised Premises,  whichever shall
be earlier, it shall be primafacie presumed that the Demised Premises were as of
the Commencement Date or the date or dates of such taking of possession,  in the
condition in which  Landlord was required to deliver the Demised  Premises under
this Lease,  unless  within  thirty (30) days after such date Tenant  shall have
given Landlord notice specifying in which respects the Demised Premises were not
in satisfactory condition.

            5.05  Notwithstanding any date, Tenant expressly waives any right to
recover  any  damages  which may  result  from  Landlord's  failure  to  deliver
possession of the Demised Premises on such date or at any time thereafter.

            5.06  Notwithstanding  anything  in  this  Lease  contained  to  the
contrary,  in the event that Tenant shall enter upon the Demised  Premises prior
to the Commencement  Date of this Lease, for the purpose of performing  Tenant's
Changes or for performing work in the Demised Premises pursuant to any provision
of this Lease,  Tenant shall be obligated to perform all terms and conditions of
this Lease from and after the date it enters  upon the Demised  Premises,  other
than Tenant's obligations to pay Fixed Rent, Real Estate Taxes, and Utility Cost
Escalation, which obligations shall begin on the Commencement Date.

         6. Use.

            6.01  Tenant  shall use and  occupy  the  Demised  Premises  for the
Permitted Use only and for no other purpose.

            6.02 Tenant  shall not suffer or permit the Demised  Premises or any
part thereof to be used in any manner, or anything to be done therein, or suffer
or permit  anything to be brought into or kept therein,  which would in any way:
(i) violate any of the provisions of any grant, lease, or mortgage to which this
Lease is subordinate,  (ii) cause or in Landlord's  reasonable opinion be likely
to cause physical damage to the Building or any part thereof, (iii) constitute a
public or private  nuisance or disturb the quiet  enjoyment of other  tenants in
the  Building,  (iv)  impair  in the  reasonable  opinion  of the  Landlord  the
appearance,  character or reputation of the Building or constitute  waste of the
Demised Premises,  (v) discharge  objectionable  fumes, vapors or odors into the
Building air conditioning system or into Building flues or vents not designed to
receive  them or  otherwise  in  such  manner  as may  reasonably  offend  other
occupants,  (vi) impair or interfere  with any of the  Building  services or the
proper  servicing of the Building or the Demised Premises or impair or interfere
with or tend to impair or  interfere  with the use of any of the other  areas of
the Building by, or occasion discomfort, annoyance or inconvenience to, Landlord
or any of the other  tenants or occupants  of the  Building,  (vii)  violate any
other  provision of this Lease,  or (viii) violate the  Certificate of Occupancy
issued for the Building.

                                       7
<PAGE>
 7. Electric Current.

            7.01 Landlord will redistribute or furnish to Tenant electric energy
through the transmission  facilities presently installed in the Demised Premises
or to be installed in the Demised Premises  pursuant to Exhibit C of this Lease.
Landlord  shall furnish the electric  energy Tenant for normal  business  office
purposes.  In the absence of Landlord's  written  consent to a greater load, the
electric  energy  supplied by Landlord  under this Article shall be limited to a
total electrical connected load of 3 watts per square foot of the Rentable Floor
Area of the Demised Premises for use by Tenant for its ordinary  electric office
equipment, and no individual piece of equipment or any type of fixture requiring
electric  power in  excess  of 1800  watts  shall be  installed,  maintained  or
operated by Tenant without Landlord's prior written consent.  Landlord shall not
be liable or responsible  to Tenant in any way for any loss,  damage or expense,
including  consequential  damages which Tenant may sustain or incur by reason of
any failure, inadequacy,  defect or change in the character,  quantity or supply
of electrical  energy  furnished to the Demised  Premises or any interruption in
providing electric energy to the Demised Premises for any reason whatsoever.

            7.02 Tenant  shall pay to Landlord a charge  (the  "Electric  Energy
Charge")  for the  distribution  by Landlord to Tenant of electric  energy which
charge is included in the Fixed Rent  payable  under this Lease and shall not be
based on any  measurement by meter.  On the execution of this Lease the Electric
Energy  Charge is an  amount  equal to the  Electric  Factor  multiplied  by the
Rentable  Floor Area of the Demised  Premises and from after said  execution the
Electric  Energy  Charge may be  increased  pursuant to the  provisions  of this
Article.  The  Electric  Factor was based  upon (i)  normal  use of the  Demised
Premises  between the hours of 8:00 a.m.  to 6:00 p.m.  Monday  through  Friday,
except  holidays,  for normal lighting and for the operation of small appliances
and   equipment   normally  used  in  business   offices  and  (ii)   commercial
redistribution rate (the "Commercial Redistribution Rate") charged by the public
utility company for electric energy on execution of this Lease.

            7.03 The Electric  Energy Charge shall be subject to  adjustments at
any time in the event  that the  occurrence  of any of the  following  after the
execution  date of this  Lease  shall  have a  material  effect  on the  cost of
providing said electric service to the Demised Premises:

                 (i) An increase in the Commercial  Redistribution  Rate charged
by the public utility company for electric energy;

                 (ii) An increase in any sales,  excise,  or similar taxes, fuel
or transfer  adjustment,  or the  addition  of or increase in any other  charges
levied on the purchase of electric energy;

                 (iii) An increase in Tenant's  consumption of electric  energy;
(iv)  An  increase  in the  electric  service  being  furnished  to the  Demised
Premises;
                                       8

<PAGE>

                 (v) The amount  included in the Fixed Rent,  in the  Landlord's
opinion  does not  appropriately  represent  the value of the  electric  service
furnished to the Demised  Premises at the Commencement  Date or thereafter.  The
Electric  Energy  Charge  shall  at no time be less  than  the  Electric  Factor
multiplied by the Rentable Floor Area of the Demised Premises.

            7.04 Any  adjustment  in the  Electric  Energy  Charge  pursuant  to
subparagraphs  7.03(i) or 7.03(ii) hereof shall at Landlord's option be computed
based on the percentage of increase in Landlord's  cost to purchase  electricity
for the Building from the public utility company.  Such adjustment shall be made
retroactive to the date of such rate increase and shall at Landlord's  option be
computed by an independent  electrical  consultant selected by Landlord and paid
for by Tenant.  The  finding of said  consultant  shall be  presumptive  on both
parties.

            7.05 Any determination of the value of electrical energy consumed by
Tenant made pursuant to subparagraphs  7.03 (iii),  (iv), or (v) hereof shall be
computed, at Landlord's option, at the Commercial Redistribution Rate charged by
the public utility  company for the Building as if Tenant  purchased  electrical
energy   directly   from  the  public   utility   company  at  said   Commercial
Redistribution  Rate or at a rate equivalent to Landlord's average cost for such
electrical energy. Any such  determination  shall be made by Landlord;  however,
Landlord,  at  Landlord's  option,  may  designate  an  independent   electrical
consultant, paid for by Tenant to make said determination. Any adjustment in the
Electric  Energy Charge  required under this Article shall be  retroactive.  The
findings of said  consultant  shall be presumptive on both parties unless Tenant
shall exercise its rights pursuant to and in accordance with Paragraph 7.07.

            7.06 An  unpaid  amount of any  adjustment  in the  Electric  Energy
Charge  pursuant to  Paragraph  7.03 hereof for any period  prior to  Landlord's
rendition of a statement  therefor  shall be paid within fifteen (15) days after
Landlord  furnishes Tenant with said statement,  and Tenant shall pay thereafter
the amount of any such  adjustment  in monthly  installments,  together with its
monthly installment of Fixed Rent.

            7.07 Landlord  reserves the right to discontinue the  redistribution
of  electric  energy to Tenant at any time upon sixty (60) days'  prior  written
notice to Tenant and, from and after the effective date of any such termination,
Landlord shall no longer be obligated to furnish  electric energy to Tenant.  If
Landlord exercises said right of termination, this Lease shall remain unaffected
thereby  and shall  continue in full force and effect  and,  thereafter,  Tenant
shall  arrange to obtain  electric  service  directly  from the  public  utility
company  servicing the Building.  Such electrical  service shall be furnished to
Tenant by means of the then existing Building system feeders, risers, and wiring
                                       9

<PAGE>
to the extent that same are  available,  suitable,  and safe for such  purposes,
which  shall be  determined  by  Landlord,  and in the event  Landlord  deems it
necessary, an electrical engineer designated by Landlord and paid for equally by
Landlord and Tenant may be employed to assist  Landlord in making the  aforesaid
determination.  All new or existing meters,  additional  panel boards,  feeders,
risers,  wiring,  and other  conductors  or  equipment  which may be required or
utilized to obtain  electric  energy  directly from such public utility  company
shall be  installed  and  maintained  by a  licensed  electrician,  approved  by
Landlord and paid for by Tenant.  Landlord may, at its option, before commencing
any such work or at any time  thereafter,  require Tenant to furnish to Landlord
such  security,  in form  (including,  without  limitation,  a bond  issued by a
corporate  surety  licensed to do business in New York) and amount,  as Landlord
shall deem necessary to assure the payment for such work by Tenant.  Any and all
installations  made pursuant to the  foregoing  shall be and at all times remain
the  property  of  Landlord.  Commencing  with  the date  Landlord  discontinues
electrical  service as provided herein,  and only as long as Tenant continues to
receive  electrical  service  directly from the public utility  company,  Tenant
shall only be obligated to pay one-half of the Electric Energy Charge.

            7.08 In the event that it becomes legally and otherwise  permissible
to do so,  Landlord  may, at its option,  permit or require the  submetering  of
electric  service to the Demised Premises at rates to be determined by Landlord.
All costs incurred in connection with the foregoing,  including, but not limited
to, the purchase, installation, and maintenance of all required components shall
be at  Landlord's  expense.  Any  and all  installations  made  pursuant  to the
foregoing shall be and at all times remain the property of Landlord.  Commencing
with the date upon which Landlord elects to redistribute  electric energy to the
Demised Premises on a submetered basis and the prior method of redistribution is
discontinued,  and only for as long as Tenant  continues  to receive  electrical
service on a  submetered  basis and further  provided  that Tenant is paying the
utility company directly for the provision of electrical  service,  Tenant shall
only be obligated to pay one-half of the Electric Energy Charge.

            7.09 Tenant shall make no alterations or additions to the electrical
distribution system,  electrical equipment,  and/or appliances without the prior
written consent of Landlord in each instance.

            7.10 At Landlord's  option,  Tenant shall purchase from Landlord all
lamps, bulbs,  starters, and ballasts used in the Demised Premises. In the event
Landlord so elects,  Landlord  shall install the foregoing and Tenant shall also
pay for the installation thereof as Additional Rent without set off or deduction
upon rendition of bills therefor.

            7.11 If any taxes or charges are or shall be imposed  upon  Landlord
or its  agent in  connection  with the sale or resale  of  electrical  energy to
Tenant,  Tenant covenants and agrees that, where permitted by law,  Tenant's pro

                                       10
<PAGE>
rata  share of such  taxes or  charges  shall be passed on to Tenant and paid by
Tenant to Landlord upon demand, as Additional Rent, without setoff or deduction.

            7.12 Tenant  covenants and agrees that at no time will the connected
electrical load for the Demised Premises including  installations furnished with
current on a "rent  inclusion"  basis  pursuant  to this  Article 7,  exceed the
connected load on the  commencement of Tenant's  regular business at the Demised
Premises  unless the Fixed Rent has been  increased  pursuant to this Article to
reflect the additional load.

         8. Real Estate Taxes.

            8.01 For the purpose of this Article the following  terms shall have
the following meanings:

                 (1) "Real  Estate  Taxes"  shall  mean the real  estate  taxes,
assessments,   sewer   rentals,   levies,   impositions,   charges  and  special
assessments,  or payments in lieu thereof,  imposed on the Real Estate including
without  limitation,  town,  village,  county and school taxes.  If, at any time
during  the term of this  Lease,  the  methods  of  taxation  prevailing  on the
Commencement Date shall be altered, modified or changed, in whole or in part, so
that in lieu of, or as an addition to, or as a  substitute  for the whole or any
part  of  the  taxes,  assessments,   levies,   impositions,   charges,  special
assessments, or payments in lieu thereof, now levied, assessed or imposed on the
Real Estate,  there shall be levied,  assessed or imposed on the Real Estate any
taxes, assessments,  levies, impositions, charges or special assessments not now
levied,  assessed or imposed on the Real Estate including,  without limitations:
(i) a tax  assessment,  levy,  imposition  or charge  wholly or  partially  as a
capital  levy  or  otherwise  on  the  rents  received  therefrom,  (ii)  a  tax
assessment,  levy,  imposition,  or charge  measured by, or based in whole or in
part,  upon the Real  Estate and  imposed  upon  Landlord,  (iii) a license  fee
measured  by the rents  payable by Tenant to  Landlord,  (iv) an  income,  gross
receipts,  capital  stock or any other tax levied  against  Landlord or the Real
Estate  which  otherwise  would  constitute  a Real Estate tax, or (v) any other
governmental charges whether federal, state, city, county, or municipal, whether
general or special,  ordinary or extraordinary,  foreseen or unforeseen,  levied
upon the Real  Estate,  then all such taxes,  assessments,  levies,  impositions
charges or special assessments,  or the part thereof so measured or based, shall
be deemed to be  included  within the term Real  Estate  Taxes for the  purposes
hereof.

                 (2)  "Taxing  Authority"  shall  mean each of the Town of North
Hempstead,  the County of Nassau,  and the Roslyn School  District and any other
taxing authority which shall impose a Real Estate Tax on the Real Estate.

                 (3) "Tax  Year"  shall  mean the  fiscal  period  for each Real
Estate Tax affecting the Real Estate.

                                       11
<PAGE>

                 (4) "Base Tax Year" shall mean the real estate  fiscal tax year
of the Roslyn  School  District  ending on June 30,  2000,  and the real  estate
fiscal  tax year of Nassau  County,  and the Town of North  Hempstead  ending on
December 31, 1999.

                 (5)  "Tenant's  Real  Estate  Tax  Base"  shall  mean the taxes
calculated  on a per  square  foot  basis  for the Base Tax Year  after and as a
result of any current or tax certiorari proceeding or otherwise.

            8.02 In the event that at any time  subsequent  to the  Commencement
Date,  Real Estate Taxes  levied  against the Real Estate shall exceed an amount
equal to  Tenant's  Real  Estate Tax Base times the  Rentable  Floor Area of the
Building, Tenant shall pay as Additional Rent Tenant's Proportionate Share of an
amount  equal to the  increase in the dollar  amount of Real Estate Taxes levied
against the Real Estate by a Taxing  Authority for a Tax Year over and above the
sum of the Tenant's  Real Estate Tax Base times the  Rentable  Floor Area of the
Building.

            8.03 After  receipt  from a Taxing  Authority  of tax bills for Real
Estate  Taxes for any Tax Year  falling  in whole or in part  during the term of
this Lease,  Landlord shall submit a statement to Tenant  indicating the amount,
if any,  required  to be paid by  Tenant as  Additional  Rent  pursuant  to this
Article. Within fifteen (15) days after issuance of the statement,  Tenant shall
pay such Additional  Rent, if any, set forth on such statement.  Any payment due
for a period of less than a full Tax Year at the commencement or end of the term
shall be equitably prorated.

            8.04 If a Tax Year for Real Estate Taxes shall hereafter be fixed at
other than the period in use at the  execution  of this  Lease,  an  appropriate
adjustment  shall  be made in the  computation  of any  Additional  Rent  due to
Landlord or any credit due to Tenant, as the case may be, under this Article, in
accordance with sound accounting  principals to effectuate the changeover to the
new tax year  adopted  by the taxing  authorities.  Tenant  agrees  that it will
promptly  execute an agreement  deemed  necessary and appropriate by Landlord to
modify this article to accurately  reflect and incorporate such changes into the
provisions of this Article.

         9. THIS PARAGRAPH INTENTIONALLY LEFT BLANK

        10. THIS PARAGRAPH INTENTIONALLY LEFT BLANK

        11. Services Provided by Landlord.

            11.01 As long as Tenant is not in default under any of the covenants
of this Lease,  Landlord shall provide: (a) necessary elevator facilities during
Regular  Business  Hours (from 8:00 a.m. to 6:00 p.m. on business days) and have
one (1)  elevator  subject to call at all other  times;  (b) heat to the Demised
Premises  when and as  required  by law,  during  Regular  Business  Hours;  (c)
cleaning in accordance  with the  provisions of Exhibit F attached  hereto;  (d)
                                       12

<PAGE>

water for ordinary lavatory  purposes,  but if Tenant uses or consumes water for
any other purposes,  or in unusually  large  quantities,  Landlord,  at Tenant's
expense, may install a water meter, and Tenant shall pay for all water consumed.

            11.02  Tenant  shall pay Landlord the cost of removal of any unusual
or extraordinary amounts of Tenant's refuse and rubbish from the Building.

            11.03  Landlord shall furnish air  conditioning/cooling  from May 15
through  September 30 during Regular  Business Hours,  and  ventilation  will be
furnished  during Regular  Business  Hours in accordance  with the provisions of
Exhibit C. Upon at least two (2) business  days' notice,  Landlord shall provide
such services other than during Regular Business Hours, and Tenant shall pay, as
Additional Rent, as per Exhibit H.

            11.04  Landlord  shall have no  liability  for failure to supply the
services  agreed to herein.  Landlord  reserves  the right to stop  services  of
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 Landlord for as long as may be reasonably required by reason thereof
or by reason of strikes,  accidents,  laws,  order or  regulations  or any other
reason beyond the control of Landlord.

            11.05 Landlord  hereby permits Tenant to use Tenant's Common Parking
Spaces to park automobiles on an unreserved basis. Unauthorized parking by other
tenants of the Building  shall not affect this Lease,  and Landlord shall not be
responsible to curtail or prevent any  unauthorized  parking.  Landlord may, but
shall not be obligated,  to undertake  reasonable measure, and adopt appropriate
rules and regulations to discourage or curtail  unauthorized  parking.  Landlord
reserves the right to designate  reserved  spaces for  Tenant's  Common  Parking
Spaces at any time and from time to time.  All parking  spaces shall be utilized
at the sole risk of the user, and Landlord shall not be liable for any injury to
person or property  or for any loss or damage  caused by theft of any vehicle or
its contents while parked.

         12. Subordination; Attornment.


                                       13
<PAGE>

            12.01  This  Lease is  subject  and  subordinate  to all  ground  or
underlying  leases (the  "superior  leases") and to all mortgages (the "superior
mortgages") which may now or hereafter affect such leases or the Real Estate and
to all renewals, modifications,  consolidations,  replacements and extensions of
any  such  superior  leases  and  superior  mortgages.   This  clause  shall  be
self-operative and no further  instrument of subordination  shall be required by
any ground or underlying lessee or by any mortgagee,  affecting any lease or the
Real Estate.  In confirmation of such  subordination,  Tenant shall, at its sole
cost and expense,  execute  promptly any certificate  that Landlord may request,
and hereby appoints Landlord its attorney-in-fact to execute any such instrument
on behalf of Tenant.

            12.02 Tenant agrees  without  further  instruments  of attornment in
each case to attorn to lessor  under any  superior  lease,  or the holder of any
superior mortgage, as the case may be, to waive the provisions of any statute or
rule or law now or  hereafter in effect which may give or propose to give Tenant
any right of election to terminate this Lease or to surrender  possession of the
Demised  Premises  in the event a  superior  lease is  terminated  or a superior
mortgage is foreclosed, and that unless and until said lessor, or holder, as the
case may be,  shall  elect to  terminate  this  lease,  this Lease  shall not be
affected in any way whatsoever by any such proceeding or termination, and Tenant
shall take no steps to terminate  this Lease without  giving  written  notice to
said lessor under the superior  lease, or holder of a superior  mortgage,  and a
reasonable opportunity to cure (without such lessor or holder being obligated to
cure), any default on the part of the Landlord under this Lease.

         13. Tenant's Changes.


                                       14
<PAGE>

            13.01  Tenant  may,  at any time and from time to time  prior to the
Commencement  Date of this Lease and during the Term of this Lease,  at its sole
expense,  subject to Landlord's  prior written  approval in each instance,  make
such alterations,  additions,  installations,  substitutions,  improvements,  or
decorations  (hereinafter  collectively  called  "changes"  and,  as  applied to
changes provided for in this Article,  "Tenant's Changes") in and to the Demised
Premises,  excluding  structural  changes,  changes  affecting  the  mechanical,
plumbing,  electric,  heating,  ventilating,  and air  conditioning  systems and
changes resulting in a violation of or which require a change in the Certificate
of Occupancy applicable to the Building unless same shall have been specifically
authorized by Landlord, on the following terms and conditions: (i) the character
or use of the Building shall not be affected;  (ii) the  structural  strength of
the Building  shall not be weakened or impaired nor, in the opinion of Landlord,
shall the  value of the  Building  be  lessened;  (iii) no part of the  Building
outside  of the  Demised  Premises  shall be  physically  affected  except as to
Tenant's  Changes  specifically  authorized by Landlord  pursuant to this Lease;
(iv)  the  proper  functioning  of  any of the  utility,  plumbing,  mechanical,
electrical,  sanitary and other  service  systems of the  Building  shall not be
adversely affected;  (v) in performing the work involved in making such changes,
Tenant  shall  be bound  by and  observe  all of the  conditions  and  covenants
contained in this Article; (vi) before proceeding with such installation, Tenant
shall submit to Landlord plans and  specifications  for the work to be done, for
Landlord's  approval in writing,  and,  if such change  requires  approval by or
notice to the lessor of a superior lease, the holder of a superior mortgage, the
building  department  having  jurisdiction  thereof,  or any  entity  from  whom
Landlord is required to seek approval,  Tenant shall not proceed with the change
until such  approval has been  received,  or such notice has been given,  as the
case may be, and all  applicable  conditions  and  provisions  of said  superior
lease,  superior mortgage or building  department having  jurisdiction  thereof,
with respect to the proposed change or alteration have been met or complied with
at Tenant's  expense;  Landlord,  if it approves such change,  will request such
approval or given such  notice,  as the case may be;  (vii) any change for which
approval has been received  shall be performed  strictly in accordance  with the
approved plans and  specifications,  and no amendments or additions or deletions
to such plans or specifications  shall be made without the prior written consent
of Landlord; (viii) Tenant shall not be permitted to install or make part of the
Demised  Premises  any  materials,  fixtures,  or articles  which are subject to
liens, conditional sales contracts,  security agreements,  or chattel mortgages;
(ix) before proceeding with such  installation,  Tenant shall submit to Landlord
for its written approval which shall not be unreasonably withheld the identities
of the contractors  and mechanics  Tenant shall use; and (x) Tenant shall comply
with all other terms and  conditions of this Lease in  connection  with Tenant's
Changes.

            13.02 All  Tenant's  Changes  shall at all times  comply  with laws,
orders and regulations of governmental  authorities having jurisdiction thereof,


                                       15

<PAGE>

and all rules and  regulations of Landlord,  and Tenant,  at its expense,  shall
obtain all  necessary  permits,  approvals,  and  certificates  required  by any
governmental  or  quasi   governmental   body  prior  to  the  commencement  and
prosecution of Tenant's  Changes and for final approval  thereof upon completion
and shall  promptly  deliver  duplicates  thereof to  Landlord  and shall  cause
Tenant's Changes to be performed in compliance therewith and with all applicable
requirements  of insurance  carriers,  and in good and  first-class  workmanlike
manner, using materials and equipment at least equal in quality and class to the
original  installations of the Building.  Tenant's Changes shall be performed in
such manner as not to  interfere  with the  occupancy of any other tenant in the
Building  nor delay,  or impose any  additional  expense  upon  Landlord  in the
construction,  maintenance, or operation of the Building, and shall be performed
by  contractors  or mechanics  reasonably  approved by Landlord.  Throughout the
performance of Tenant's Changes,  Tenant, at its expense, shall carry, and cause
Tenant's contractors and subcontractors to carry worker's compensation insurance
in  statutory  limits,  and general  liability,  personal  and  property  damage
insurance for any  occurrence  on, in or about the Building,  of which  Landlord
shall be named,  as party  insured,  in such limits as Landlord  may  reasonably
prescribe  (but not less than  those  specified  in  Article  16) with  insurers
reasonably  satisfactory  to  Landlord.   Tenant  shall  furnish  Landlord  with
reasonably  satisfactory  evidence that such insurance is in effect at or before
the  commencement of Tenant's Changes and, on request,  at reasonable  intervals
thereafter during the continuance of Tenant's Changes.  With respect to any such
general liability  insurance Tenant shall comply with the requirement of Article
16 hereof.  No Tenant's  Changes  shall  involve  the  removal of any  fixtures,
equipment or other  property in the Demised  Premises  unless  Landlord's  prior
written  consent is first obtained and unless such fixtures,  equipment or other
property shall be promptly  replaced,  at Tenant's  expense and free of superior
title,  liens, and claims, with fixtures,  equipment,  or other property (as the
case may be) of like utility and at least equal value (which replaced  fixtures,
equipment or other  property shall  thereupon  become the property of Landlord),
unless Landlord shall otherwise expressly consent in writing.

            13.03 Tenant, at its expense, and with diligence and dispatch, shall
procure the  cancellation or discharge of all notices of violation  arising from
or otherwise connected with Tenant's Changes which shall be issued by any Nassau
County or Town of North Hempstead agency or any other public authority having or
asserting  jurisdiction arising from Tenant's specific use. Tenant shall defend,
indemnify,  and save harmless  Landlord  against any and all mechanics and other
liens in connection with Tenant's Changes, repairs or installations,  including,
but not limited to, the liens of any conditional  sales of, or chattel mortgages
upon, any materials,  fixtures, or articles so installed in or constituting part
of the Demised Premises and against all costs, attorneys' fees, fines, expenses,
and  liabilities   reasonably   incurred  in  connection  with  any  such  lien,
conditional  sale,  or  chattel  mortgage  or any action or  proceeding  brought
thereof.  Tenant,  at its expense,  shall procure the  satisfaction  of all such
liens or the  discharge  by filing the bond  required by law within  thirty (30)

                                       16

<PAGE>

days of the filing of such lien against the Demised Premises or the Building. If
Tenant shall fail to cause such lien to be satisfied or  discharged as aforesaid
within the period  aforesaid,  then,  in  addition to any other right or remedy,
Landlord may, after ten (10) days' notice to Tenant,  but shall not be obligated
to,  discharge  the same  either by paying  the  amount  claimed to be due or by
procuring the discharge of such lien by deposit or by bonding  proceedings,  and
in any such event Landlord shall be entitled,  if Landlord so elects,  to compel
the  prosecution of an action for the foreclosure of such lien by the lienor and
to pay the amount of the  judgment in favor of the lienor with  interest,  costs
and  allowances.  Any  amount so paid by  Landlord  and all  costs and  expenses
incurred by Landlord in connection therewith,  together with interest thereon at
the lesser of the  maximum  permitted  by law or two  percent  (2%) per month or
portion thereof from the respective dates of Landlord's making of the payment or
incurring  the cost and expense  shall  constitute  additional  rent  payable by
Tenant  under this Lease and shall be paid by Tenant on demand.  If Tenant makes
any such  payment,  it shall not be  entitled  to any  setoff  against  rent due
hereunder.

            13.04 Tenant  agrees that it will not at any time prior to or during
the Term of this  Lease  use or permit  the use of any  contractors,  labor,  or
materials in the Demised  Premises,  if the use of such  contractors,  labor, or
materials  would, in the Landlord's  reasonable  opinion,  create any difficulty
with other contractors or labor engaged by Tenant or Landlord or others or would
in any way disturb harmonious labor relations in the construction,  maintenance,
or operation of the Building or any part thereof or any other  building owned or
operated by Landlord or any affiliate of Landlord.

            13.05  Notwithstanding  anything to the contrary  contained  herein,
Tenant shall not make any structural alterations, changes, changes affecting the
mechanical,  plumbing,  electric,  heating,  ventilating,  and air  conditioning
systems,  and changes  resulting the violation of or which  requires a change in
the  Certificate of Occupancy  applicable to the Building  and/or to the Demised
Premises  without  Landlord's  prior  written  approval,  which  approval can be
withheld for any or no reason.

         14. Repairs.

            14.01 Landlord shall maintain and repair the public  portions of the
Building, both exterior and interior except as otherwise provided herein. Tenant
shall, throughout the Term of this Lease, take good care of the Demised Premises
and the  fixtures  and  appurtenances  therein  and at  Tenant's  sole  cost and
expense, make all non-structural  repairs thereto as and when needed to preserve
them in good working order and condition, reasonable wear and tear, obsolescence
and damage from the elements, fire, or other casualty excepted.

                                       17
<PAGE>

            14.02  Notwithstanding the foregoing  provisions of Paragraph 14.01,
all  damage or  injury  to the  Demised  Premises  or to any  other  part of the
Building,  or to its fixtures,  equipment and  appurtenances,  whether requiring
structural  or  non-structural   repairs,  caused  by  or  resulting  from:  (i)
carelessness,  omission,  neglect,  or  improper  conduct  of  Tenant,  Tenant's
servants,  agents,  employees,  invitees, or licensees,  (ii) the performance of
work by Tenant  necessary  to suit the  Demised  Premises  to  Tenant's  initial
occupancy or in connection with Tenant's Changes, (iii) the installation, use or
operation of Tenant's  property in the Demised  Premises,  or (iv) the moving of
Tenant's property in or out of the Building shall be repaired promptly by Tenant
at its  sole  cost and  expense,  to the  satisfaction  of  Landlord  reasonably
exercised.  Tenant  shall also repair all damage to the Building and the Demised
Premises caused by the moving of Tenant's fixtures,  furniture or equipment. All
of the aforesaid repairs shall be of quality or class equal to the original work
or construction. If Tenant fails after ten (10) days' notice to proceed with due
diligence to make repairs required to be made by Tenant, the same may be made by
the  Landlord at the expense of Tenant,  and the  expenses  thereof  incurred by
Landlord shall be collectible  as Additional  Rent after  rendition of a bill or
statement therefor.

            14.03  Tenant shall give  Landlord  prompt  notice of any  defective
condition in any  plumbing,  heating  system,  or  electrical  lines located in,
servicing,  or passing through the Demised Premises,  and following such notice,
Landlord  shall remedy the  condition  with due  diligence but at the expense of
Tenant if repairs are  necessitated by damage or injury  attributable to Tenant,
Tenant's servants, agents, employees, invitees, or licensees as aforesaid.

            14.04 Except as specifically  provided in Article 14 or elsewhere in
this Lease,  there shall be no allowance  to Tenant for a  diminution  of rental
value and no  liability  on the part of  Landlord  by  reason of  inconvenience,
annoyance, or injury to business arising from Landlord, Tenant, or others making
or failing to make any 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  whether or not  Landlord  is required or
permitted  by this Lease or law to perform  such work.  The  provisions  of this
Article  with  respect to the  making of repairs  shall not apply in the case of
fire or other casualty which are dealt with in Article 19 hereof. Landlord shall
perform the work  required  to be  performed  by it under this  Article at times
reasonably  convenient to Tenant except in case of an emergency and otherwise in
such manner and to the extent practical as will not unreasonably  interfere with
Tenant's use of the Demised Premises.

                                       18
<PAGE>
         15. Requirements of Law; Fire Insurance; Floor Loads and Equipment.

            15.01  Prior  to  the  Commencement  Date,  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
or any similar body which shall impose any violation, order, or duty upon Tenant
with  respect to the Demised  Premises  only if arising  out of Tenant's  use or
manner of use  thereof,  or with  respect  to the  Building  if  arising  out of
Tenant's use or manner of use of the Demised 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  Landlord to  Landlord's  satisfaction  against all
damages,  interest,  penalties  and  expenses,  including,  but not  limited to,
reasonable  attorneys'  fees, by cash deposit or by surety bond in an amount and
in a company  satisfactory  to  Landlord,  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
Landlord to prosecution for a criminal offense or constitute a default under any
or mortgage under which Landlord may be obligated, or cause the Demised Premises
or any part thereof to be condemned or vacated.

            15.02  Tenant  shall not do or permit any act or thing to be done in
or to the Demised Premises which is contrary to law, or which will invalidate or
be in conflict with public  liability,  fire, or other  policies of insurance at
any time  carried by or for the benefit of Landlord  with respect to the Demised
Premises  or the  Building,  or which  shall or might  subject  Landlord  to any
liability  or  responsibility  to any person or for property  damage,  nor shall
Tenant  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 Demised Premises in a manner which will
increase the  insurance  rate for the Building or any property  located  therein
over that in effect  prior to the  commencement  of Tenant's  occupancy.  Tenant
shall pay all  costs,  expenses,  fines,  penalties,  or  damages,  which may be
imposed upon Landlord by reason of Tenant, its agents,  contractors,  employees,
invitees, licenses, subtenant, successors or assigns' 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 Landlord,  as additional
                                       19

<PAGE>

rent hereunder,  for that portion of all fire insurance premiums thereafter paid
by Landlord which shall have been charged  because of any of the foregoing,  and
shall make such  reimbursement  upon the first day of the month  following  such
outlay by Landlord.  In any action or proceeding  wherein Landlord or 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 then  applicable to the Demised  Premises  shall be presumptive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rate then applicable to said premises.

            15.03  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.  Landlord 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 Landlord's judgment,  to absorb and prevent
vibration, noise and annoyance. Tenant shall not move any safe, heavy machinery,
heavy equipment,  bulky matter,  or fixtures into or out of the building without
Landlord's  prior written consent.  If such safe,  machinery,  equipment,  bulky
matter or fixtures requires special handling,  all work in connection  therewith
shall comply with all other laws and regulations applicable thereto and shall be
done during such hours as Landlord may designate.

            15.04  Tenant will,  at Tenant's  own cost and expense,  install and
maintain  such  equipment  and devices that may be required by any  governmental
authority having jurisdiction for the elimination of offensive noises, odors, or
discharge of waste  materials in the operation of the business  conducted in the
Demised Premises. Tenant expressly covenants and agrees that it will conduct its
business in the Demised Premises in full compliance with all requirements of law
applicable thereto and in such a manner that it shall not make any, or permit to
be made on or from the Demised Premises,  loud or objectionable noises which may
disturb, interfere with, or annoy Landlord or other occupants of the Building or
others.

            15.05  If,  at any  time  during  the Term of this  Lease,  Landlord
expends any sums for  alterations  or  improvements  in the  Building  which are
required to be made pursuant to any law,  ordinance of governmental  regulation,
or any portion of such law, ordinance or governmental regulation,  which becomes
effective  after the date hereof,  Tenant shall pay to Landlord,  as  Additional
Rent, the same percentage of such costs as is set forth in the provision of this
Lease which requires Tenant to pay increases in real estate taxes, within thirty
(30) days after demand  therefor.  If, however,  the costs of such alteration or
improvement  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 the leased term,
the above-stated  percentage of the reasonable annual  amortization of the costs



                                       20
<PAGE>

of the alteration or  improvements  made. For the purposes of this Article,  the
costs of any  alteration  or  improvements  made shall be deemed to include  the
costs of preparing any necessary plans and the fees for filing such plan.

        16. Insurance.

            16.01  Tenant,  at its sole  cost and  expense,  shall  procure  and
maintain  in full  force  and  effect  throughout  the  Term of this  Lease  the
following  insurance:  (i)  comprehensive  general  public  liability  insurance
against claims for bodily injury,  death and/or property damage  occurring upon,
in, about or adjacent to the Demised Premises or on, in or about any easement or
appurtenances  therewith  belonging,  or any part  thereof,  including,  without
limitation,  coverage  against  so-called  "occurrences",   i.e.,  an  accident,
including  continuance,  or repeated  exposure to  conditions,  which results in
bodily  injury  or  property  damage  neither  expected  nor  intended  from the
standpoint of the insured,  such insurance to afford  protection at the limit of
not less than  $3,000,000  Combined  Single Limit  applying to Bodily Injury and
Property  Damage (said Property  Damage to include Water Damage Legal  Liability
coverage;  (ii) loss of rental insurance (business interruption insurance) in an
amount  sufficient to prevent Landlord and Tenant from becoming  co-insurers and
in any event in an amount  not less  than  110% of the Fixed  Rent then  payable
hereunder.

            16.02 All insurance policies shall name as the insureds Landlord and
Tenant,  and upon  request of  Landlord  the  holders of any  mortgages  and the
lessors under any ground or underlying  leases affecting the Real Estate;  shall
provide  that the policy  will not be  cancelled  or  modified  without at least
thirty  (30) days'  prior  written  notice to  Landlord;  and shall be valid and
enforceable  policies issued by carriers licensed to do business in the State of
New York. Tenant shall deliver to Landlord  duplicate  original policies of said
insurance  and proof of full  payment of the premiums  therefor  within ten (10)
days after the  Commencement  Date.  At all times during the term of this Lease,
Tenant shall deliver to Landlord  duplicate  original  policies of all insurance
required  hereunder and proof that same have been fully paid for and are in full
force and effect.  No such policy or policies  shall be changed or  cancelled by
Tenant without at least ten (10) days' prior written notice to each insured.  On
any default by Tenant in obtaining or delivering  any such policy or policies or
failure to pay the charges  therefor,  Landlord in addition to its other  rights
and remedies may secure or pay the charges for any such policy or policies,  and
Tenant shall pay to Landlord as  Additional  Rent all sums  expensed by Landlord
therefor.

            16.03 Whether the loss or damage is due to the  negligence of either
Landlord or Tenant, their agents or employees,  or any other cause, Landlord and
Tenant do each herewith and hereby  release and relieve the other,  their agents
or employees,  from responsibility for, and waive their entire claim of recovery
for (i) any loss or damage to the real or personal  property  of either  located
anywhere in the  Building,  including  the  Building  itself,  arising out of or


                                       21

<PAGE>

incident to the  occurrence  of any of the perils  which may be covered by their
respective fire insurance policies, with extended coverage endorsements, or (ii)
loss resulting  from business  interruption  at the Demised  Premises or loss of
rental income from the Building, arising out of or incident to the occurrence of
any of the perils  which may be covered by the business  interruption  insurance
policy and by the loss of rental  income  insurance  policy  held by Landlord or
Tenant. Notwithstanding the foregoing, no such release shall be effective unless
the aforesaid  insurance  policy or policies shall expressly permit such release
or contain a waiver of the carrier's right to be subrogated.

        17. Indemnity.

            17.01  Tenant  shall  defend  and  indemnify  Landlord  and  save it
harmless from and against any and all liability,  damages,  costs,  or expenses,
including  attorneys'  fees,  arising from any act,  omission,  or negligence of
Tenant or its officers,  contractors,  licensees,  agents, servants,  employees,
guests,  invitees,  or visitors in or about the Building or Demised  Premises or
arising  from any  accident,  injury,  or  damage  to any  person  or  property,
occurring in or about the  Building or Demised  Premises as a result of any act,
omission,  or negligence of Tenant,  or its  officers,  contractors,  licensees,
agents, servants,  employees, guests, or visitors, or arising from any breach or
default under this Lease by Tenant, its officers, agents, or employees. Tenant's
liability  under this Lease extends to the acts and omissions of any  subtenant,
and any agent, contractor,  employee,  invitee, or licensee of any subtenant. In
case any action or proceeding is brought against  Landlord by reason of any such
claim,  Tenant,  upon written notice from Landlord,  will, at Tenant's  expense,
resist or defend such action or  proceeding  by counsel  approved by Landlord in
writing, such approval not to be unreasonably withheld. The foregoing provisions
shall not be construed to make Tenant responsible for loss,  damage,  liability,
or expense  resulting from injuries to third parties caused by the negligence of
Landlord or its partners,  contractors,  licensees, agents, employees, servants,
visitors, guests or invitees, provided, however, that in no event shall Landlord
be liable to Tenant,  and Tenant hereby waives any claim against Landlord either
directly  or  derivatively,  for any damage to the  Demised  Premises or for any
loss,  damage or injury to any property of Tenant therein or thereon  occasioned
by  bursting,  rupture,  leakage or  overflow  of any  plumbing  or other  pipes
(including,  without  limitation,  water,  drainage and/or  refrigerant  lines),
sprinklers,  tanks,  drains,  drinking fountains,  washstands,  or other similar
causes in,  above,  upon, or about the Demised  Premises or the Building  unless
caused by the  negligence  of Landlord or its partners,  contractors,  servants,
guests, visitors,  licensees,  agents, employees, or invitees.  Tenant, however,
agrees to insure its property against such perils.


                                       22

<PAGE>

        18. Property Loss; Damage; Reimbursement.

            18.01  Landlord or its agents  shall not be liable  for,  and Tenant
shall hold Landlord harmless from, any damage to property of Tenant or of others
entrusted  to employees  of the  Building,  loss of or damage to any property of
Tenant by theft or  otherwise,  any  injury or damage  to  persons  or  property
resulting from any cause of whatsoever  nature, nor shall Landlord or its agents
be liable for any such  damage  caused by other  tenants or persons  in, upon or
about the  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, Landlord's own acts, Landlord shall not be liable
for any damage Tenant may sustain  thereby,  and Tenant shall not be entitled to
any compensation therefor nor abatement or diminution of rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction.

        19. Destruction, Fire, and Other Casualty.

            19.01 If the Demised  Premises or any part thereof  shall be damaged
by fire or other  casualty,  Tenant  shall  give  immediate  notice  thereof  to
Landlord and this Lease shall  continue in full force and effect as  hereinafter
set forth. 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  Landlord  and  the  rent,   until  such  repair  shall  be
substantially  completed,  shall  be  apportioned  from  the day  following  the
casualty  according to the part of the Demised Premises which is usable.  If the
Demised  Premises  are totally  damaged or rendered  wholly  unusable by fire or
other  casualty  not  attributable  to the  fault,  negligence  or misuse of the
Demised Premises by the Tenant,  its agents or employees under the provisions of
this Lease,  then the rent shall be  proportionately  paid up to the time of the
casualty and  thenceforth  shall cease until the date when the Demised  Premises
shall have been repaired and restored by Landlord,  subject to Landlord's  right
to elect not to restore the same hereinafter provided.

            19.02 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  Landlord  shall decide to demolish it or to
rebuild it, then,  in any of such events,  Landlord may elect to terminate  this
Lease by written  notice to Tenant given within ninety (90) days after such fire
or casualty  specifying a date for the expiration of the Lease, which date shall
not be more than sixty  (60) days  after the giving of such  notice and upon the
date  specified  in such notice the term of this Lease shall expire as fully and
completely as if such date were the date set forth above for the  termination of
this Lease and Tenant shall  forthwith  quit,  surrender  and vacate the Demised
Premises  without  prejudice  however to Landlord's  rights and remedies against
Tenant under the Lease provisions in effect prior to such  termination,  and any
                                       23

<PAGE>

rent owing shall be paid up to such date and any payments of rent made by Tenant
which were on account of any period subsequent to such date shall be returned to
Tenant. Unless Landlord shall serve a termination notice as provided for herein,
Landlord  shall make the repairs and  restorations  under the conditions of this
Article,  with all reasonable  expedition subject to delays due to adjustment of
insurance claims, labor troubles and causes beyond Landlord's control. After any
such casualty,  Tenant shall cooperate with  Landlord's  restoration by removing
from the Demised  Premises as promptly as reasonably  possible,  all of Tenant's
salvageable  inventory and movable  equipment,  furniture,  and other  property.
Tenant's liability for rent shall resume five (5) days after written notice from
Landlord  that  the  Demised  Premises  are  substantially  ready  for  Tenant's
occupancy.

            19.03  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 permitted by
law,  Landlord and Tenant each hereby  releases 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 releasors'  insurance policies contain a clause providing that such
a release or waiver shall not invalidate  the insurance and also,  provided that
such a policy can be obtained without additional  premiums.  Tenant acknowledges
that Landlord 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 Landlord  will not be obligated to repair any damage  thereto or
replace the same.

            19.04 No damages, compensation or claim shall be payable by Landlord
for  inconvenience,  loss of business or  annoyance  arising  from any repair or
restoration of any portion of the Demised  Premises or of the Building  pursuant
to this  Article.  Landlord  shall use its best efforts to effect such repair or
restoration  promptly and in such manner as not  reasonably  to  interfere  with
Tenant's use and occupancy.

            19.05 The  provisions of this Article shall be considered an express
agreement governing any case of damage or destruction of the Demised Premises by
fire or other casualty, and Section 227 of the Real Property Law of the State of
New  York,  providing  for  such a  contingency  in the  absence  of an  express
agreement,  and any other law of like import,  now or hereafter in force,  shall
have no application in such case.

            19.06  Notwithstanding  any  of the  foregoing  provisions  of  this
Article,  if Landlord or the lessor of any  superior  lease or the holder of any
superior  mortgage  shall be unable to  collect  all of the  insurance  proceeds
(including rent insurance  proceeds)  applicable to damage or destruction of the


                                       24

<PAGE>
Demised  Premises  or the  Building  by fire or other  cause,  by reason of some
action or inaction on the part of Tenant or any of its employees,  then, without
prejudice  to any other  remedies  which may be  available  against  Tenant  the
abatement of Tenant's  rents provided for in this Article shall not be effective
to the extent of the uncollected insurance proceeds.

        20. Eminent Domain.

            20.01 If the whole of the  Building or the  Demised  Premises or the
Real Estate shall be taken by condemnation or in any other manner for any public
or  quasi-public  use or  purpose,  this  Lease and the Term and  estate  hereby
granted  shall  terminate  as of the date of  vesting  of  title on such  taking
(herein  called "Date of the Taking"),  and the Fixed Rent and  Additional  Rent
shall be prorated and adjusted as of such date.

            20.02 If any part of the Building,  the Demised Premises or the Real
Estate shall be taken,  this Lease shall be  unaffected  by such taking,  except
that (a)  Landlord  may, at its option,  terminate  this Lease by giving  Tenant
notice to that effect  within  thirty (30) days after the Date of the Taking and
(b) if  twenty-five  percent (25%) or more of the Demised  Premises  shall be so
taken and the  remaining  area of the Demised  Premises  shall not be reasonably
sufficient for Tenant to continue feasible operation of its business, Tenant may
terminate this Lease by giving Landlord notice to that effect within thirty (30)
days after the Date of the Taking.  This Lease shall  terminate on the date that
such notice from  Landlord or Tenant to the other is given and shall be prorated
and adjusted as of such  termination  date.  Upon such  partial  taking and this
Lease continuing in force as to any part of the Demised Premises, the Fixed Rent
and  Additional  Rent shall be adjusted  according to the Rentable Floor Area of
the Building remaining.

            20.03  Landlord  shall be entitled  to receive  the entire  award or
payment in connection with any taking without deduction therefrom for any estate
vested in Tenant by this  Lease and Tenant  shall  receive no part of such award
except  as  hereinafter  expressly  provided  in  this  Article.  Tenant  hereby
expressly  assigns to Landlord  all of its right,  title and  interest in and to
every such award or payment.

            20.04 If the  temporary  use or  occupancy of all or any part of the
Demised  Premises shall be taken by  condemnation or in any other manner for any
public or  quasi-public  use or purpose  during the Term of this  Lease,  Tenant
shall be entitled,  except as hereinafter  set forth, to receive that portion of
the award or payment for such taking which  represents  compensation for the use
and  occupancy  of the Demised  Premises,  for the taking of Tenant's  leasehold
improvements,  and  Landlord  shall be entitled to receive  that  portion  which
represents  reimbursement  for the cost of restoration of the Demised  Premises.
This  Lease  shall be and remain  unaffected  by such  taking  and Tenant  shall
continue to be responsible for all of its obligations  hereunder insofar as such
obligations  are not  affected by such taking and shall  continue to pay in full
                                       25

<PAGE>

the Fixed Rent and  Additional  Rent when due. If the period of temporary use or
occupancy  shall extend beyond the expiration  date of this Lease,  that part of
the award which represents compensation for the use and occupancy of the Demised
Premises (or a part  thereof)  shall be divided  between  Landlord and Tenant so
that Tenant  shall  receive so much thereof as  represents  the period up to and
including  such  expiration  date and Landlord  shall receive so much thereof as
represents the period after such expiration date. All monies paid as, or as part
of, and award for  temporary  use and  occupancy for a period beyond the date to
which the Fixed Rent and Additional Rent have been paid shall be received,  held
and  applied  by  Landlord  as a trust fund for  payment  for the Fixed Rent and
Additional Rent becoming due hereunder.

            20.05  In the  event of any  taking  of less  than the  whole of the
Demised  Premises  and/or  Building  and/or Real Estate which does not result in
termination  of this Lease,  or in the event of a taking for a temporary  use or
occupancy of all or any part of the Demised  Premises which does not result in a
termination  of  this  Lease,  Landlord,  at its  expense,  shall  proceed  with
reasonable  diligence  to repair the  remaining  parts of the  Building  and the
Demised  Premises  (other  than those parts of the  Demised  Premises  which are
Tenant's  Property) to  substantially  their former condition to the extent that
the same may be feasible  (subject to reasonable  changes which  Landlord  shall
deem  desirable) and so as to constitute a complete and Tenantable  Building and
Demised  Premises,  provided that Landlord's  liability under this Paragraph and
Article  shall be limited to the amount  received by Landlord as an award out of
such taking.


                                       26

<PAGE>
        21. Assignment and Subletting.

            21.01  Tenant,  for  itself,  its  heirs,  distributees,  executors,
administrators,  legal  representatives,   successors,  and  assigns,  expressly
covenants that it shall not assign,  mortgage,  or encumber this agreement,  nor
underlet,  or suffer or permit the Demised  Premises  or any part  thereof to be
used by others  without the prior written  consent of Landlord in each instance.
In the event Tenant is a  corporation,  any transfer or assignment of the shares
of stock of the corporate Tenant shall be deemed an assignment of this agreement
and shall not be  accomplished  without the prior written consent of Landlord in
each instance.  Upon any such assignment or transfer  without  Landlords'  prior
written  consent,  Tenant shall be deemed in default of this Lease, and Landlord
shall be entitled to its full rights and remedies hereunder,  including, but not
limited to, the termination of this Lease by Landlord. If this Lease is assigned
or if the  Demised  Premises  or any part  thereof be  underlet  or  occupied by
anybody other than Tenant,  Landlord may, after default by Tenant,  collect rent
from the assignee,  under-tenant, or occupant and apply the net amount collected
to the rent herein reserved, but no such assignment, underletting, acceptance of
the assignee, under-tenant, or occupant as tenant, shall operate as a release of
Tenant from the further performance by Tenant of covenants on the part of Tenant
herein contained. The consent by Landlord to an assignment or underletting shall
not in any way be construed to relieve Tenant from obtaining the express consent
in writing of Landlord to any further assignment or underletting.

            21.02 If Tenant at any time during the Term hereof  shall  desire to
assign  this  Lease  or to  sublet  all or part of the  Demised  Premises  by an
assignment or sublease,  Tenant shall give notice thereof to Landlord. If Tenant
desires to assign the Lease,  the notice  shall be deemed an offer to assign the
Lease to  Landlord  or a  designee  of  Landlord  upon the terms and  conditions
specified in Tenant's notice (provided that the effective date of the assignment
shall not be earlier  than  thirty (30) days after the date of the giving of the
notice).  If Tenant  desires to sublet the entire Demised  Premises,  the notice
shall be deemed an offer to sublet the entire Demised  Premises to Landlord or a
designee  of Landlord at the current  rent  payable  hereunder  and for the term
specified in Tenant's  notice  (provided that the  commencement  of the proposed
sublease shall not be earlier than thirty (30) days after the date of the giving
of the notice) and upon such other terms and  conditions as shall be provided in
Tenant's  notice or in this Article.  Landlord (or Landlord's  designee) may, at
Landlord's  option: (i) accept Tenant's offer to assign this Lease or sublet the
Demised  Premises or the applicable  portion  thereof to Landlord upon the terms
and conditions of Tenant's notice except as otherwise herein  provided;  or (ii)
                                       27

<PAGE>

in the case of an offer of  assignment,  terminate  this Lease;  or (iii) in the
case of an offer to sublease the Demised  Premises,  terminate  the Lease.  Said
options  may be  exercised  by  Landlord  by notice to Tenant at any time within
thirty  (30) days after such  notice has been given by Tenant to  Landlord,  and
during such thirty (30) day period  Tenant shall not assign this Lease or sublet
such space to any person.

            21.03 If Landlord  exercises  its option to terminate  this Lease in
the case where Tenant  desires  either to assign this Lease or sublet all of the
Demised  Premises,  then this  Lease  shall end and expire on the date that such
assignment or sublet was to be effective or commence as the case may be, and the
Fixed Rent and Additional Rent shall be paid and apportioned to such date.

            21.04 If  Landlord  exercises  its  option  to  sublet  the  Demised
Premises,  such sublease to Landlord or its designee (as subtenant)  shall be at
the lower of (i) the  rental  rate per  rentable  square  foot of Fixed Rent and
Additional  Rent then  payable  pursuant  to this Lease or (ii) the  rentals set
forth in the  proposed  sublease,  and shall be for the same term as that of the
proposed subletting, and:

            (a) The sublease shall be expressly subject to all of the covenants,
agreements,  terms, provisions,  and conditions of this Lease except such as are
irrelevant or inapplicable,  and except as otherwise  expressly set forth to the
contrary in this Article;

            (b) Such  sublease  shall be upon the same terms and  conditions  as
those  contained  in the proposed  sublease,  except such as are  irrelevant  or
inapplicable and except as otherwise expressly set forth to the contrary in this
Article;

            (c) Such  sublease  shall give the  sublessee  the  unqualified  and
unrestricted right, without Tenant's permission,  to assign such sublease or any
interest therein and/or to sublet the space covered by such sublease or any part
or  parts  of such  space  and to make  any and all  changes,  alterations,  and
improvements in the space covered by such sublease;

            (d) Such  sublease  shall  provide  that  any  assignee  or  further
subtenant  of Landlord or its  designee  may, at the election of Landlord or its
designee,  be permitted to make alterations,  decorations,  and installations in
such space or any part thereof and shall also provide in substance that any such
alterations,  decorations,  and  installations in such space may be removed,  in
whole or in part, by such assignee or subtenant, at its option, prior to or upon
the expiration or other termination of such sublease provided that such assignee
or subtenant,  at its expense,  shall repair any damage and injury to such space
so sublet caused by such removal; and

                                       28
<PAGE>
            (e) Such sublease  shall also provide that:  (i) the parties to such
sublease  expressly  negate any  intention  that any estate  created  under such
sublease be merged with any other  estate held by either of said  parties;  (ii)
any  assignment or subletting by Landlord or its designee (as the subtenant) may
be for any  purpose  or  purposes  that  Landlord,  in  Landlord's  uncontrolled
discretion,  shall deem  suitable  or  appropriate;  (iii)  Tenant,  at Tenant's
expense,  shall and will at all times provide and permit reasonably  appropriate
means of ingress to and egress  from such space so sublet by Tenant to  Landlord
or its designee;  (iv) Landlord or its designee,  at Tenant's expense,  may make
such  alterations  as may  be  required  or  deemed  necessary  by  Landlord  to
physically separate the subleased space from the balance of the Demised Premises
and to comply with any laws and requirements of public  authorities  relating to
such  separation;  and (v) that at the  expiration of the term of such sublease,
Tenant  will  accept the space  covered by such  sublease  in its then  existing
condition,  subject to the  obligations  of the  subtenant  to make such repairs
thereto as may be necessary to preserve the premises demised by such sublease in
good order and condition.

            21.05  In the  event  Landlord  does not  exercise  its  options  as
provided  above to so sublet the  Demised  Premises or  terminate  this Lease in
whole or in part and providing  that Tenant is not in default of any of Tenant's
obligations under this lease,  Landlord's  consent (which must be in writing and
in form  satisfactory to Landlord) to the proposed  assignment or sublease shall
not be unreasonably withheld, provided and upon condition that:

            (a) Tenant  shall have  complied  with the  provisions  of Paragraph
21.02 and  Landlord  shall not have  exercised  any of its  options  under  said
paragraph within the time permitted therefor;

            (b) In  Landlord's  judgment the  proposed  assignee or subtenant is
engaged in a business  and the Demised  Premises  will be used in a manner which
(i) is in keeping with the then  standards of the  Building,  (ii) is limited to
the  Permitted  Use, and (iii) will not violate any negative  covenant as to use
contained in any other lease of space in the Building;

            (c) The proposed assignee or subtenant is a reputable person of good
character and with  sufficient  financial worth  considering the  responsibility
involved, and Landlord has been furnished with reasonable proof thereof;


                                       29
<PAGE>

            (d) Neither (i) the  proposed  assignee  or  subtenant  nor (ii) any
person which,  directly or indirectly  controls,  is controlled  by, or is under
common  control  with,  the  proposed  assignee or  subtenant  or any person who
controls the proposed assignee or subtenant,  is then an occupant of any part of
the Building or any other  building in Nassau  County owned or operated  under a
ground  or  underlying  lease by  Landlord  or any  person  which,  directly  or
indirectly, controls, is controlled by, or is under common control with Landlord
or any person who controls Landlord;

            (e) The  proposed  assignee or  subtenant  is not a person with whom
Landlord is then negotiating to lease space in the Building;

            (f) The form of the proposed lease shall be in form  satisfactory to
Landlord and shall comply with the applicable provisions of this Article;

            (g) There  shall not be more than one (1)  subtenant  of the Demised
Premises;

            (h) The  amount  of the  aggregate  rent to be paid by the  proposed
subtenant is not less than the then current market rent per rentable square foot
for the Demised  Premises as though the demised  premises  were vacant,  and the
rental and other  terms and  conditions  of the  sublease  are the same as those
contained in the proposed  sublease  furnished to Landlord pursuant to Paragraph
21.02 above;

            (i) Tenant shall reimburse Landlord on demand for any costs that may
be  incurred  by  Landlord  in  connection  with said  assignment  or  sublease,
including,  without  limitation,  the  costs  of  making  investigations  as the
acceptability of the proposed assignee or subtenant, and legal costs incurred in
connection with the granting of any requested consent; and

            (j) Tenant shall not have (i)  advertised  or  publicized in any way
the  availability  of the Demised  Premises  without prior notice or approval by
Landlord, nor shall any advertisements state the name (as distinguished from the
address)  of the  Building  or the  proposed  rental,  (ii)  listed the  Demised
Premises for subletting,  whether through a broker,  agent,  representative,  or
otherwise  at a rental  rate less  than the  greater  of (1) the Fixed  Rent and
Additional Rent then payable hereunder for such space, or (2) the Fixed Rent and
Additional  Rent at which  Landlord is then offering to lease other space in the
Building.

            21.06  Except  for any  subletting  by  Tenant  to  Landlord  or its
designee pursuant to the provisions of this Article, each subletting pursuant to

                                       30

<PAGE>

this  Article  shall be  subject  to all of the  covenants,  agreements,  terms,
provisions,  and conditions  contained in this Lease.  Notwithstanding  any such
subletting  to  Landlord  or any such  subletting  or  assignment  to any  other
subtenant or assignee  and/or  acceptance  of fixed rent or  additional  rent by
Landlord  from any  subtenant,  or assignee,  Tenant shall and will remain fully
liable for the payment of the Fixed Rent and  Additional  Rent due and to become
due hereunder and for the performance of all the covenants,  agreements,  terms,
provisions  and  conditions  contained in this Lease on the part of Tenant to be
performed  and all acts and  omissions  of any  licensee or  subtenant or anyone
claiming  under or through any  subtenant  which shall be in violation of any of
the  obligations of this Lease,  and any such violation  shall be deemed to be a
violation  by  Tenant.  Tenant  further  agrees  that  notwithstanding  any such
subletting, no other and further subletting of the Demised Premises by Tenant or
any person claiming  through or under Tenant (except as provided above) shall or
will be made except upon  compliance  with and subject to the provisions of this
Article.  If  Landlord  shall  decline  to  give  its  consent  to any  proposed
assignment  or sublease,  or if Landlord  shall  exercise any of its options set
forth above,  Tenant shall indemnify,  defend and hold harmless Landlord against
and from any and all loss,  liability,  damages,  costs and expenses  (including
reasonable  counsel  fees)  resulting  from any claims that may be made  against
Landlord  by the  proposed  assignee  or  sublessee  or by any  brokers or other
persons  claiming a commission or similar  compensation  in connection  with the
proposed assignment or sublease.

            21.07 In the event that (a)  Landlord  fails to exercise  any of its
options above and consents to a proposed assignment or sublease,  and (b) Tenant
fails to execute  and  deliver the  assignment  or  sublease  to which  Landlord
consented within thirty (30) days after the giving of such consent, then, Tenant
shall again comply with all of the provisions and conditions of Paragraph  21.02
above before assigning this Lease or subletting all of the Demised Premises.

            21.08  With  respect  to  each  and  every  sublease  or  subletting
authorized by Landlord under the provisions of this Lease, it is further agreed:

            (a) No subletting shall be for a term ending later than fifteen (15)
days prior to the expiration date of this Lease.

            (b) No  assignment  or sublease  shall be valid,  and no assignee or
subtenant  shall take  possession  of the Demised  Premises or any part thereof,
until an executed  counterpart of such assignment or sublease has been delivered
to Landlord.
                                       31

<PAGE>

            (c) Each sublease  shall provide that it is subject and  subordinate
to this Lease and to the matters to which this Lease is or shall be subordinate,
and that in the event of  termination,  re-entry or dispossess by Landlord under
this Lease  Landlord may, at its option,  take over all of the right,  title and
interest of Tenant, as sublessor, under such sublease, and such subtenant shall,
at  Landlord's  option,  attorn  to  Landlord  pursuant  to the  then  executory
provisions of such  sublease,  except that Landlord shall not: (i) be liable for
any previous act or omission of Tenant under such  sublease;  (ii) be subject to
any offset, not expressly provided in such sublease,  which theretofore  accrued
to such subtenant against Tenant; or (iii) be bound by any previous modification
of such  sublease  or by any  previous  prepayment  of more than one (1) month's
rent.

            (d) In the case of an  assignment,  the  assignee  shall  deliver to
Landlord an agreement,  in form and substance satisfactory to Landlord,  wherein
the  assignee  agrees  to  assume  and be  bound  by each  and  every  covenant,
agreement,  term,  provision,  and  condition  of this  Lease on the part of the
tenant hereunder to be kept and performed.

            21.09 If the Landlord  shall give its consent to any  assignment  of
this Lease or to any sublease,  Tenant shall in consideration  therefor,  pay to
Landlord, as Additional Rent:

            (a) In the case of an  assignment,  an amount  equal to all sums and
other  consideration  paid to  Tenant by the  assignee  for or by reason of such
assignment  (including,  but not limited to, sums paid for the sale or rental of
Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings, or
other  personal  property  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); and

            (b) In the case of a sublease, any rents, additional charge or other
consideration  payable under the sublease to Tenant by the subtenant which is in
excess of the Fixed Rent and  Additional  Rent  accruing  during the term of the
sublease in respect of the subleased  space (at the rate per square foot payable
by Tenant hereunder)  pursuant to the terms hereof  (including,  but not limited
to,  sums  paid  for  the  sale  or  rental  of  Tenant's  fixtures,   leasehold
improvements, equipment, furniture, or other personal property less, in the case
of the sale thereof,  the then net  unamortized  or  undepreciated  cost thereof
determined  on the basis of  Tenant's  federal  income  tax  returns).  The sums
payable  under this  subparagraph  shall be paid to Landlord as and when paid by
the subtenant to Tenant.
                                       32

<PAGE>
            21.10 In the  event  Landlord  shall  withhold  its  consent  to any
proposed assignment or subletting by Tenant,  Tenant's sole and exclusive remedy
and  recourse  shall be an action  for  specific  performance  against  Landlord
attempting  to compel the granting of consent.  Landlord  shall not be liable to
Tenant or anyone else for any damages of any nature or description.

        22. Access to Premises.

            22.01  Landlord or Landlord's  agent 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 Landlord may deem  necessary and  reasonably
desirable  to the Demised  Premises or to any other  portion of the  Building or
which Landlord may elect to perform  following  Tenant's failure to make repairs
or perform any work which Tenant is obligated  to perform  under this Lease,  or
for the purpose of complying  with laws,  regulations  and other  directions  of
governmental  authorities.  Tenant shall permit Landlord to use and maintain and
replace  pipes and  conduits in and through the Demised  Premises or through the
walls,  columns,  and  ceilings  therein,  and to erect new  pipes and  conduits
therein.  Landlord 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 an  abatement  of
rent  while  such work is in  progress  nor to any  damages by reason of loss or
interruption of business or otherwise.  Landlord shall use reasonable efforts so
as to not unreasonably interfere with Tenant's use of the Demised Premises while
performing work pursuant to this Article.

            22.02  Throughout the Term hereof,  Landlord shall have the right to
enter the Demised  Premises at  reasonable  hours for the purpose of showing the
same to  prospective  tenants or  mortgagees of the Building and during the last
six (6) months of the term for the  purpose of showing  the same to  prospective
tenants  and may,  during  said six (6) month  period,  place  upon the  Demised
Premises the usual  notices "To Let" and "For Sale" which  notices  Tenant shall
permit to remain thereon without molestation.

            22.03 If Tenant is not  present to open and permit an entry into the
Demised Premises, Landlord or Landlord's agents may enter the same whenever such
entry may be  necessary  or  permissible  by master key or forcibly and provided
reasonable care is exercised to safeguard Tenant's property and such entry shall
not render  Landlord or its agents liable  therefor,  nor in any event shall the
obligations  of Tenant  hereunder be  affected.  If during the last month of the
                                       33

<PAGE>

term Tenant shall have  removed all or  substantially  all of Tenant's  property
therefrom,  Landlord may immediately  enter,  alter,  renovate or redecorate the
Demised Premises without limitation or abatement of rent, or incurring liability
to Tenant for any  compensation  and such act shall have no effect on this lease
or Tenant's obligations hereunder.

            22.04  Landlord  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 part of the
Building,  fixtures, or equipment and to change the name, number, or designation
by which the Building may be known.

        23. Bankruptcy.

            23.01   Anything   elsewhere   in  this   Lease   to  the   contrary
notwithstanding,  this Lease may be  cancelled  by  Landlord by the sending of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (i) the commencement of a case in bankruptcy or
under the laws of any state  naming  Tenant as the  debtor;  (ii) the  making by
Tenant of an  assignment or any other  arrangement  for the benefit of creditors
under any state statute;  (iii) Tenant shall seek or consent or acquiesce in the
appointment  of any  trustee,  receiver  or  liquidator  of Tenant on all or any
substantial  part of its properties;  (iv) a permanent or temporary  receiver of
Tenant or of, or for, the property of Tenant shall be  appointed;  or (v) Tenant
shall plead bankruptcy as a defense.  Notwithstanding the foregoing, if any such
event occurs without the  acquiescence  of Tenant,  Landlord shall not terminate
this  Lease  unless  such  event  continues  for sixty  (60) days at which  time
Landlord may give Tenant a notice of intention to end the Term at the expiration
of five (5) days from the  service  of such  notice of  intention,  and upon the
expiration  of said five (5) day  period,  this  Lease  and the Term and  estate
hereby granted shall terminate. After termination of this Lease pursuant to this
Article,  neither Tenant nor any person claiming through or under Tenant,  or by
reason of any statute or order of court,  shall be entitled to possession of the
Demised Premises but shall forthwith quit and surrender premises.  If this Lease
shall be assigned in accordance  with its terms,  the provisions of this Article
23 shall be applicable  only to the party then owing  Tenant's  interest in this
Lease.

            23.02 It is stipulated  and agreed that in the event of  termination
of this Lease  pursuant to Paragraph  23.01 hereof,  Landlord  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


                                       34
<PAGE>

Term 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 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 let by the
Landlord  for the  unexpired  term of this 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 re-letting 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  the right of Landlord 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.

            23.03 If pursuant to the  Bankruptcy  Code,  Tenant is  permitted to
assign this Lease in  disregard of the  restrictions  contained  herein,  Tenant
agrees that adequate  assurance of future  performance by the assignee permitted
under such Code shall mean the  deposit of cash  security  with  Landlord  in an
amount  equal to the sum of one (1) year's  Fixed Rent then  reserved  hereunder
plus an amount equal to all Additional Rent payable under the provisions of this
Lease for the  calendar  year  preceding  the year in which such  assignment  is
extended to become effective,  which deposit shall be held by Landlord,  without
interest,  for the  balance of the term as  security  for the full and  faithful
performance of all of the obligations under this Lease on the part of Tenant yet
to be performed.  If Tenant receives or is to receive any valuable consideration
for such  assignment  of this  Lease,  such  consideration,  including,  but not
limited to, any portion of such  consideration paid for the purchase of Tenant's
property  in the  Demised  Premises  after  deducting  therefrom  the  brokerage
commissions,  if any, and any other expenses  reasonably  incurred by Tenant for
such  assignment,  shall be and become the sole and  exclusive  property  of the
Landlord and shall be paid over to the Landlord  directly by such  assignee.  In
addition,  adequate  assurance  shall mean that any such  assignee of this Lease
shall have a net worth,  exclusive of good will,  equal to at least fifteen (15)

                                       35
<PAGE>

times the aggregate of the Fixed Rent  reserved  hereunder  plus all  Additional
Rent for the preceding calendar year as aforesaid.

            23.04 If this Lease is assigned to any person or entity  pursuant to
the  provisions  of the  Bankruptcy  Code,  11  U.S.C.  Sec.  101 et  seq.  (the
"Bankruptcy  Code")  any and all  monies  or  other  considerations  payable  or
otherwise  shall be and remain the exclusive  property of the Landlord and shall
not constitute  property of the Tenant or of the estate of the Tenant within the
meaning  of the  Bankruptcy  Code.  Any and all  monies or other  considerations
constituting  Tenant's  property  under  the  preceding  sentence  not  paid  or
delivered to Landlord shall be held in trust for the benefit of the Landlord and
be promptly paid or delivered to the Landlord.

            23.05  Notwithstanding  anything in this Lease to the contrary,  all
amounts payable by Tenant to or on behalf of Landlord under this Lease,  whether
or not expressly  denominated as rent,  shall constitute rent for the purpose of
Section 502(b)(7) of the Bankruptcy Code, 11 U.S.C. Sec. 502(b)(7).

            23.06 Any person or entity to which this Lease is assigned  pursuant
to the  provisions of the Bankruptcy  Code, 11 U.S.C.  Sec. 101 et seq. shall be
deemed  without  further  act or  deed to have  assumed  all of the  obligations
arising  under  this  Lease on and after the date of such  assignment.  Any such
assignee  shall upon demand  execute and deliver to the  Landlord an  instrument
confirming such assumption.


                                       36

<PAGE>

        24. Default.

            24.01 If Tenant  defaults in fulfilling any of the covenants of this
Lease other than the covenants for the payment of Fixed Rent or Additional Rent;
or if the Demised  Premises  become  deserted;  or if the Demised  Premises  are
damaged by reason of negligence or carelessness of Tenant, its agents, employees
or invitees; or if any execution or attachment shall be issued against Tenant or
any of  Tenant's  property  whereupon  the  Demised  Premises  shall be taken or
occupied by someone  other than  Tenant;  or if Tenant  shall make  default with
respect to any other lease between Landlord and Tenant;  or if Tenant shall fail
to take  possession of the Demised  Premises  within fifteen (15) days after the
commencement of the Term, of which fact Landlord shall be the sole judge;  then,
in any one or more of such  events,  upon  Landlord  serving a written  five (5)
days'  notice upon  Tenant  specifying  the nature of said  default and upon the
expiration  of said five (5) days, if Tenant shall have failed to comply with or
remedy such default,  or if the said default or omission  complained of shall be
of a nature that the same  cannot be  completely  cured or remedied  within said
five (5) day period if Tenant shall not have  diligently  commenced  curing such
default  within  such  five  (5) day  period,  and  shall  not  thereafter  with
reasonable  diligence  and in good faith  proceed to remedy or cure such default
and the continuance of which will not subject Landlord to criminal  penalties or
termination  of a superior lease or  foreclosure  of a superior  mortgage,  then
Landlord may serve a written five (5) day notice of  cancellation  of this Lease
upon Tenant, and upon the expiration of said five (5) day period, this Lease and
the Term  thereof  shall  end and  expire  as  fully  and  completely  as if the
expiration of such five (5) day period were the date 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 Landlord,  but Tenant shall remain
liable as hereinafter provided.

            24.02 If the Tenant  defaults in  fulfilling  the  covenants for the
payment of Fixed Rent or  Additional  Rent as provided for in Article 3 and such
failure continues for a period of five (5) days after notice thereof by Landlord
to Tenant, then Landlord may serve a written five (5) day notice of cancellation
of this Lease upon Tenant,  and upon the expiration of said five (5) days,  this
Lease and the Term thereof  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  Landlord,  but Tenant  shall
remain liable as hereinafter provided.

            24.03 If the notice  provided for in this Article  hereof shall have
been  given and the Term  shall  expire as  aforesaid;  or if Tenant  shall make
default  in the  payment  of the  Fixed  Rent  reserved  herein  or any  item of


                                       37
<PAGE>

Additional  Rent herein  mentioned  or any part of either or in making any other
payment  herein  required;  then and in any of such events  Landlord may without
notice,  re-enter  the  Demised  Premises  either  by  force or  otherwise,  and
dispossess   Tenant  by  summary   proceedings  or  otherwise,   and  the  legal
representative  of Tenant or other  occupant of the Demised  Premises and remove
their effects and hold the Demised  Premises as if this Lease had not been made,
and Tenant for itself and on behalf of any and all persons  claiming through and
under Tenant hereby waives all right under or by reason of any present or future
law the  service  of notice of  intention  to  re-enter  or to  institute  legal
proceedings  to that end  including,  without  limitation,  the thirty  (30) day
notice which he would be entitled to as a holdover  after the  expiration of the
Term of this Lease.  If Tenant  shall make default  hereunder  prior to the date
fixed as the  commencement  of any renewal or extension of this Lease,  Landlord
may cancel and terminate such renewal or extension agreement by written notice.

        25. Remedies of Landlord and Waiver of Redemption.

            25.01  In case of any  such  default,  re-entry,  expiration  and/or
dispossess by summary  proceedings  or otherwise:  (a) the rent shall become due
thereupon  and be  paid  up to the  time of  such  re-entry,  dispossess  and/or
expiration,  together  with  such  expenses  as  Landlord  may  incur  for legal
expenses, attorneys' fees, brokerage and/or putting the Demised Premises in good
order,  or for  preparing  the same for  re-rental;  (b) Landlord may re-let the
Demised Premises or any part or parts thereof, either in the name of Landlord or
otherwise,  for a term or terms,  which may at Landlord'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 Landlord as  liquidated  damages for the failure of Tenant
to observe and perform said Tenant's covenants herein contained,  any deficiency
between the rent,  including  Fixed Rent and Additional  Rent,  hereby  reserved
and/or  covenanted to be paid and the net amount, if any, of the rents collected
on account of the 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.

            25.02 The failure of Landlord to re-let the Demised  Premises or any
part or parts  thereof  shall not  release  or  affect  Tenant's  liability  for
damages.  In computing such liquidated  damages there shall be added to the said
deficiency  such  reasonable  expenses as Landlord may incur in connection  with
re-letting,  such as reasonable  legal  expenses,  attorney's  fees,  brokerage,
advertising and for keeping the Demised  Premises in good order or for preparing

                                       38

<PAGE>

the same for re-letting.  Any such  liquidated  damages shall be paid in monthly
installments  by Tenant on the rent date  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 Landlord to collect the  deficiency  for any
subsequent  month by a similar  proceeding.  Landlord,  in putting  the  Demised
Premises in good order or preparing  the same for  re-rental  may, at Landlord's
option, make such alterations,  repairs, replacements, and/or decorations in the
Demised  Premises as Landlord,  in  Landlord's  reasonable  judgment,  considers
advisable and necessary for the purpose of re-letting the Demised Premises,  and
the making of such alterations,  repairs, replacements, and/or decorations shall
not operate or be  construed  to release  Tenant  from  liability  hereunder  as
aforesaid.  Landlord  shall in no  event be  liable  in any way  whatsoever  for
failure  to  re-let  the  Demised  Premises,  or in the event  that the  Demised
Premises  are  re-let,  for  failure  to  collect  the rent  thereof  under such
re-letting,  and in no event shall Tenant be entitled to receive any excess,  if
any,  of such net rent  collecting  over the sums  payable by Tenant to Landlord
hereunder, but Landlord shall use best efforts to relet.

            25.03 In the event of a breach or by Tenant of any of the  covenants
or provisions hereof,  Landlord shall have the right of injunction and the right
to  invoke  any  remedy  allowed  at law or in equity  as if  re-entry,  summary
proceedings  and other  remedies were not herein  provided for.  Mention in this
lease of any  particular  remedy,  shall not  preclude  Landlord  from any other
remedy, in law or in equity or by statute or otherwise.

            25.04 Tenant hereby  expressly waives any and all rights of re-entry
or redemption  or  possession  granted by or under any present or future laws in
the event of Tenant being evicted or dispossessed for any cause, or in the event
of  Landlord  obtaining  possession  of the Demised  Premises,  by reason of the
violation by Tenant of any of the  covenants and  conditions  of this Lease,  or
otherwise.


                                       39

<PAGE>

        26. Fees and Expenses.

            26.01 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,  Landlord may immediately or
at any time thereafter,  on ten (10) days' notice,  except in an emergency where
no notice is  required,  perform the  obligation  of Tenant  thereunder,  and if
Landlord, in connection therewith or in connection with any default by Tenant in
the covenant to pay rent,  including Fixed Rent and Additional Rent,  hereunder,
makes any  expenditures  or incurs  any  obligations  for the  payment of money,
including, but not limited to, attorneys' fees, in instituting,  prosecuting, or
defending any action or proceeding,  such sums so paid or  obligations  incurred
with  interest and costs shall be deemed to be  Additional  Rent  hereunder  and
shall be paid by Tenant to  Landlord  within five (5) days of  rendition  of any
bill or  statement  to Tenant  therefor,  and 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 Landlord as damages.

        27. Nonrecourse.

            27.01  Tenant  shall  look  solely to the  estate  and  interest  of
Landlord,  its  successors  and  assigns in the land and  Building  of which the
Demised  Premises form a part for the collection of a judgment or other judicial
process requiring the payment of damages or money by Landlord or in the event of
any default by Landlord  hereunder  and no other  property or assets of Landlord
(or, if Landlord is a partnership,  of any partner of Landlord) shall be subject
to levy,  execution  or other  enforcement  procedure  for the  satisfaction  of
Tenant's  remedies under and with respect to either this Lease, the relationship
of Landlord and Tenant  hereunder  or Tenant's use and  occupancy of the Demised
Premises.



                                       40
<PAGE>

        28. No Representations by Landlord;  Possession of Premises;
            Agreement in Writing.

            28.01 Tenant expressly acknowledges and agrees that neither Landlord
nor Landlord's  agents have made any  representations,  warranties,  or promises
with 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 Demised 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 this Lease.

            28.02 All understandings and agreements  heretofore made between the
parties  hereto are merged in this  contract,  which alone fully and  completely
expresses the agreement between Landlord 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.

        29. End of Term.

            29.01 Upon the expiration or other  termination of the Term,  Tenant
shall quit and surrender to Landlord the Demised Premises,  broom clean, in good
order and  condition,  ordinary wear  excepted,  and Tenant shall remove all its
property.  Tenant's obligation to observe or perform this covenant shall survive
the expiration or other  termination of this Lease.  If the last day of the Term
of this Lease or any renewal thereof,  falls on Sunday,  this Lease shall expire
at noon on the preceding Saturday unless it be a legal holiday, in which case it
shall expire at noon on the preceding business day.

            29.02 All fixtures,  partitions,  railings,  excluding  workstations
installed  in the  Demised  Premises  either by Tenant or Landlord  shall,  upon
installation,  become the property of Landlord and shall not be removed from the
Demised  Premises,  or at  Landlord's  option and  direction,  all or designated
fixtures,  partitions,  railings,  and like  installations  shall be  removed by
Tenant at Tenant's  sole cost and  expense,  and Tenant shall repair and restore
the Demised Premises to the condition  existing prior to the installation of any
such  fixtures,  etc. and repair any damage to the Demised  Premises or Building

                                       41
<PAGE>

due to such removal. Upon Tenant's removal of any trade fixtures,  furniture, or
equipment, Tenant shall repair and restore the Demised Premises to the condition
existing prior to the  installation  of any such fixture or equipment and repair
any damage to the Demised Premises or Building due to such removal.  Any and all
property  remaining in the Demised  Premises  after  Tenant's  removal  shall be
deemed abandoned and shall become the property of Landlord.

        30. Holdover.

            30.01 If Tenant shall,  with the prior written  consent of Landlord,
hold over after the  expiration of the Term of this Lease,  such tenant shall be
deemed a  month-to-month  tenancy,  which tenancy may be terminated  pursuant to
applicable state law. During such tenancy,  Tenant agrees to pay to Landlord the
fair  market  value  for the  Demised  Premises,  as  reasonably  determined  by
Landlord,  and to be bound by all of the terms,  covenants and conditions herein
specified,  so far as applicable.  If Landlord shall not give written consent to
such hold over by Tenant,  such tenancy may be terminated pursuant to applicable
state law, and until Tenant has vacated the Demised  Premises Tenant agrees that
such holding over shall not be deemed to extend the Term or renew the Lease, but
such holding over  thereafter  shall  continue upon the covenants and conditions
herein set forth  except that the charge for use and  occupancy  of such holding
over for each calendar  month or part hereof (even if such part shall be a small
fraction of a calendar  month) shall be the sum of 1/12th of the highest  annual
rent rate set forth in this Lease  multiplied by 2.5 plus all of the  Additional
Rent required to be paid by the Tenant under this Lease,  which total sum Tenant
agrees to pay to the Landlord promptly upon demand, in full,  without set-off or
deduction.  Neither the billing nor the  collection  of use and occupancy in the
above shall be deemed a waiver of any right of  Landlord to collect  damages for
Tenant's  failure to vacate the Demised  Premises after the expiration or sooner
termination of this Lease shall be in addition to all other  remedies  available
to Landlord.  The aforesaid  provision  shall  survive the  expiration or sooner
termination of this Lease.

        31. Quiet Enjoyment.

            31.01  Landlord  covenants  and agrees  with Tenant that upon Tenant
paying the Fixed Rent and  Additional  Rent and observing and performing all the
terms, covenants, and conditions, on Tenant's part to be observed and performed,
Tenant  may  peaceably  and  quietly  enjoy  the  Demised   Premises,   subject,
nevertheless,  to the terms and  conditions  of this  Lease  including,  but not
limited to,  Article 41 hereof and to the ground leases,  underlying  leases and
mortgages hereinbefore mentioned.



                                       42
<PAGE>
        32. Security.

            32.01 Tenant has  deposited  with  Landlord the Security  Deposit as
security for the faithful  performance  and  observance  by Tenant of the terms,
provisions and conditions of this Lease.  Such security Deposit shall be held by
Landlord in a proper interest bearing security account with interest accruing to
the  benefit  of the party  entitled  to same.  Landlord  shall be  entitled  to
withdraw one (1%)  percent per annum for  administrative  charges.  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 Fixed
Rent and  Additional  Rent,  Landlord may use,  apply or retain the whole or any
part of the security so deposited to the extent  required for the payment of any
Fixed Rent and Additional Rent or any other sum as to which Tenant is in default
or for any sum which  Landlord may expend or may be required to expend by reason
of Tenant's default in respect of any of the terms, covenants, and conditions of
this Lease,  including,  but not limited  to, any damages or  deficiency  in the
re-letting of the Demised  Premises or a part  thereof,  whether such damages or
deficiency  accrued  before or after summary  proceedings  or other  re-entry by
Landlord. In the event that Tenant shall fully and faithfully comply with all 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 Landlord.  In the
event of a sale of the land and  Building or leasing of the  Building,  Landlord
shall  have the right to  transfer  the  security  to the  vendee or lessee  and
Landlord shall thereupon be released by Tenant from all liability for the return
of such security;  and Tenant agrees to look to the new Landlord  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 Landlord.  Tenant
further  covenants  that it will not assign or  encumber or attempt to assign or
encumber the monies  deposited  herein as security and that neither Landlord nor
its  successors or assigns shall be bound by any such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

        33. No Brokers.

            33.01 Tenant  represents  and  warrants to Landlord  that it has not
engaged  any  broker,  finder,  or other  person  who would be  entitled  to any
commission or fees in respect to the negotiation, execution, or delivery of this
Lease other than Broker and shall indemnify and hold harmless  Landlord  against
any claim,  including  reimbursement of Landlord legal fees, costs, and expenses
in connection  with any claims,  asserted by any other broker or person  arising
out of the acts of Tenant. Landlord shall pay commission to Broker on account of
this Lease pursuant to separate agreement.

                                       43

<PAGE>
        34. Inability to Perform.

            34.01 This Lease and the  obligation of Tenant to pay Fixed Rent and
Additional  Rent hereunder and perform all of the other covenants and agreements
hereunder  on  part of  Tenant  to be  performed  shall  in no way be  affected,
impaired,  or  excused  because  Landlord  is  unable  to  fulfill  any  of  its
obligations  unless due to Tenant negligence 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 Landlord 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.

        35. Notices.

            35.01  All  notices,  demands,  and  requests  which  may  be or are
required  to be given by either  party to the  other  shall be in  writing.  All
notices,  demands,  and  requests by Landlord to Tenant or by Tenant to Landlord
shall be deemed to have been properly  given if served  personally or if sent by
United  States  registered  or certified  mail,  postage  prepaid,  addressed to
Landlord at the address first  hereinabove  given or Tenant at the address first
hereinabove  given if prior to the Commencement Date and at the Demised Premises
from and after the Commencement Date, or such other address as may be designated
in a written notice to the other party similarly given.

            35.02 Notices,  demands, and requests which are served by registered
or  certified  mail upon  Landlord or Tenant in the manner  aforesaid,  shall be
deemed  sufficiently  served or given for all purposes hereunder upon deposit in
the United States mail, registered or certified mail, return receipt requested.

                                       44

<PAGE>

        36. No Waiver.

            36.01 The failure of Landlord to seek redress of 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 Landlord,
shall not prevent a subsequent  act which would have  originally  constituted  a
violation  from  having all the force and effect of an original  violation.  The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach and no provision of this Lease
shall be deemed to have been waived by Landlord unless such waiver be in writing
signed by  Landlord.  No payment by Tenant or  receipt by  Landlord  of a lesser
amount than the monthly Fixed Rent and Additional Rent herein  stipulated  shall
be deemed to be other than on account of the earliest  stipulated Fixed Rent and
Additional  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 Landlord may accept such check or payment without  prejudice to
Landlord's  right to recover the balance of such rent or pursue any other remedy
in this Lease  provided.  No act or thing done by Landlord or Landlord's  agents
during the Term shall be deemed an  acceptance  of a  surrender  of the  Demised
Premises  and no  agreement  to accept such  surrender  shall be valid unless in
writing  signed by Landlord.  No employee of Landlord or Landlord's  agent shall
have  any  power  to  accept  the  keys of the  Demised  Premises  prior  to the
termination  of the Lease and the delivery of keys to any such agent or employee
shall not operate as a  termination  of the Lease or a surrender  of the Demised
premises.

        37. Waiver of Trial by Jury; Counterclaims,
            Consent to Jurisdiction.

            37.01 It is mutually agreed by and between  Landlord 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 Landlord and Tenant, Tenant's use of or occupancy of the Demised
Premises, and any emergency statutory or any other statutory remedy.

            37.02  Regardless of the nature or ground of any summary  proceeding
brought by Landlord to recover  possession of the Demised Premises,  Tenant will
not interpose any  counterclaim  of whatever  nature or  description in any such
proceeding.  Nothing  herein shall be deemed to prohibit  Tenant from bringing a
separate  action against  Landlord on account of any claim which Tenant may have
against  Landlord,  provided  however,  that Tenant  agrees that Tenant,  in the


                                       45
<PAGE>

prosecution  of any such claim  shall make no motion or  otherwise  request  any
court in which such claim is sought to be  asserted,  to join any such claim and
any  proceeding  instituted  by  Landlord to recover  possession  of the Demised
Premises  in any trial,  or make any motion to  otherwise  seek to have any such
proceeding  instituted  by Landlord  and any action or  proceeding  commenced by
Tenant by reason of such claim of Tenant tried simultaneously in any court.

            37.03 This Lease shall be deemed to have been made in Nassau County,
New York, and shall be construed in accordance with the Laws of the State of New
York. All actions or proceedings relating,  directly or indirectly to this Lease
shall be litigated only in courts  located  within the County of Nassau.  Tenant
and its  successors  and  assigns  hereby  subject  themselves  to the  personal
jurisdiction of any state or federal court located within said county, waive the
personal  service of any process upon them in any action or  proceeding  therein
and consent that such process be served by certified or registered mail,  return
receipt  requested,  directed to Tenant and any  successor  at Tenant's  address
herein set forth,  and to any assignee at the address set forth in an instrument
of assignment. Such service shall be deemed made two (2) days after such process
is so  mailed.  It is agreed  that  service  by mail as  provided  herein  shall
constitute personal service over Tenant and/or its assigns and Tenant and/or its
assigns so served by mail hereby  consent to the  personal  jurisdiction  of the
Court or Tribunal over them in such action or  proceedings  sufficient to enable
the Court or Tribunal to render a money judgment against them.

        38. Estoppel Certificate.

            38.01 Tenant agrees, at any time and from time to time, as requested
by  Landlord,  upon not less than ten (10) days'  prior  notice,  to execute and
deliver without cost or expense to the Landlord 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),  certifying the dates to which the Fixed Rent and Additional
Rent have been paid,  and  stating  whether  or not,  to the best  knowledge  of
Tenant,  Landlord is in default in performance of any of its  obligations  under
this Lease,  and, if so,  specifying  each such default of which Tenant may have
knowledge,  it being intended that any such statement delivered pursuant thereto
may be relied upon by any other person with whom the Landlord may be dealing.


                                       46
<PAGE>

        39. Certain Terms.

            39.01  The term  "Landlord"  as used in this  Lease  means  only the
owner,  or the  mortgagee  in  possession,  for the  time  being of the land and
Building (or the owner of a lease of the Building or of the land and  Building),
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,
Landlord shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder,  and it shall be deemed and construed without
further  agreement  between  the parties or their  successors  in  interest,  or
between the parties and the  purchaser,  at any such sale, or the said lessee of
the Building,  or of the land and Building,  that the purchaser or the lessee of
the  Building  has  assumed  and agreed to carry out any and all  covenants  and
obligations of Landlord,  hereunder. The words "re-enter" and "re-entry" as used
in the Lease are not restricted to their technical legal meaning.

        40. Rules and Regulations.

            40.01 Tenant and Tenant's servants, employees, agents, visitors, and
licensees  shall observe  faithfully,  and comply  strictly  with, the Rules and
Regulations set forth in Exhibit D and such other and further  reasonable  Rules
and  Regulations  as Landlord or Landlord's  agents may from time to time adopt.
Notice of any additional  rules or regulations  shall be given in such manner as
Landlord may elect. In case Tenant disputes the reasonableness of any additional
Rule or Regulation  hereafter made or adopted by Landlord or Landlord's  agents,
the parties hereto agree to submit the question of  reasonableness  of such Rule
or  Regulation  for decision to the New York office of the American  Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The right to  dispute  the  reasonableness  of any  additional  Rule or
Regulation  upon  Tenant's  part shall be deemed waived unless the same shall be
asserted by service of a notice,  in writing upon Landlord  within ten (10) days
after the giving of notice  thereof.  Nothing in this Lease  contained  shall be
construed to impose upon  Landlord any duty or  obligation  to enforce the Rules
and  Regulations  or terms,  covenants,  or  conditions  in any other lease,  or
against  any other  tenant  and  Landlord  shall  not be  liable  to Tenant  for
violation of the same by any other  tenant,  its  servants,  employees,  agents,
visitors, or licensees.

                                       47
<PAGE>

        41. Landlord's Expense.

            41.01 Whenever Tenant shall submit to Landlord any plan,  agreement,
or other document for Landlord's consent or approval, and Landlord shall require
the  expert  opinion  of  Landlord's  counsel  or  architect  as to the  form or
substance  thereof,  Tenant agrees to pay the  reasonable  fee of such architect
and/or such counsel for reviewing the said plan, agreement, or document.

        42. Window Cleaning.

            42.01 Tenant will not clean, nor require,  permit,  suffer, or allow
any window in the Demised  Premises to be cleaned  from the inside or 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.

        43. Doors; Locks.

            43.01  Landlord  shall,  at its sole cost and  expense,  provide  to
Tenant a lock and one (1) set of keys to the front door of the Demised Premises.
Tenant  may not  change  either  the  lock  cylinder  or any  other  lock or key
apparatus on said front door or add any additional locks or hardware devices. In
the event that at any time  during the Term hereof  Tenant  requests a change in
the lock  cylinder,  Tenant must  request  same in writing  from  Landlord,  and
Landlord  will install a new  cylinder,  at the sole cost and expense of Tenant.
Tenant shall not install any alarm system  without the prior written  consent of
Landlord.  Tenant must furnish  Landlord with all  necessary  keys and/or access
codes to any alarm system.

            43.02 Tenant  shall not install or place any object,  or permit same
to be  installed  or placed,  in any of the public  areas of the  Building or on
Tenant's  front door  including,  but not  limited  to,  objects  such as signs,
hardware,  and  advertisements.  Landlord will furnish and install one (1) front
door sign in accordance with Landlord's design specifications.

                                       48
<PAGE>

        44. Relocation.

            44.01 Landlord may, at its option,  before or after the Commencement
Date,  elect by notice to Tenant to substitute  for the Demised  Premises  other
office space in the Building or The  Expressway  Plaza at Roslyn,  designated by
Landlord (hereinafter called "Substitute Premises"),  provided that the rentable
square foot area of the Substitute Premises is not less than one hundred percent
(100%),  nor larger  than one hundred  fifteen  percent  (115%) of the  rentable
square foot area of the Demised Premises.  Landlord's notice shall set forth the
date which Tenant shall vacate and surrender the Demised Premises and occupy the
Substitute  Premises (herein called the "Relocation  Date"). The Relocation Date
designated by Landlord  shall be no earlier than thirty (30) days after the date
of Landlord's  notice.  Landlord shall, at Landlord's  expense,  (i) furnish and
install in the  Substitute  Premises  fixtures  and  improvements  substantially
similar to those  contained in the Demised  Premises;  (ii) provide to Tenant at
Landlord's  sole  expense,  moving  personnel  to perform the moving of Tenant's
property and equipment from the Demised Premises to the Substitute Premises; and
(iii)  reimburse  Tenant for  Tenant's  actual  reasonable  out-of-pocket  costs
incurred by Tenant in connection  with the  relocation of any telephone or other
communications  equipment from the Demised Premises to the Substitute  Premises.
If Landlord elects to substitute other premises prior to the Commencement  Date,
Landlord,   at  Landlord's  expense,   shall  improve  the  Substitute  Premises
substantially  in accordance  with the Work Letter attached hereto as Exhibit C.
Tenant  agrees to execute such  documents,  as in Landlord's  sole opinion,  are
necessary,  appropriate or desirable in order to reflect the substitution of the
Substitution Premises for the Demised Premises,  which documents shall set forth
any  adjustment  in the Fixed Rent and  Tenant's  Proportionate  Share as may be
required  by  reason  of  such  substitution  as well as any  other  changes  or
modifications  to  this  Lease  made  necessary  by,  and  attributable  to such
substitution.  From and after the earlier of: (a) the date on which Tenant shall
actually  vacate and  surrender  the  Demised  Premises  to  Landlord or (b) the
Relocation Date, this Lease: (i) shall no longer apply to the Demised  Premises,
except with respect to all obligations to pay Fixed Rent and Additional Rent and
all other obligations which accrued on or prior to such date,  including without
limitation the  liabilities  and  obligations  imposed upon Tenant as a holdover
Tenant if the Tenant fails to vacate and  surrender  the Demised  Premises on or
before the Relocation  Date; and (ii) shall apply to the Substitute  Premises as
if the  Substitute  Premises had been the space  originally  demised  under this
Lease. In the event Tenant without  Landlord's prior written  consent,  fails to
vacate and surrender the Demised  Premises on or before the Surrender Date, then
Tenant agrees to reimburse  Landlord for all of the damages,  costs and expenses
incurred by  Landlord by reason of such  failure  including  lost rent,  and all
legal fees  incurred by  Landlord,  and Tenant  shall be liable to Landlord  and

                                       49
<PAGE>

reimburse Landlord,  as Additional Rent, all of such costs, expenses and damages
including  without  limitation,  fair value,  use and  occupancy for the Demised
Premises in the amount equal to two hundred percent (200%) of the Fixed Rent and
Additional Rent which would have been due for the Demised  Premises (which shall
be in  addition  to the  Fixed  Rent  and  Additional  Rent  for the  Substitute
Premises)  and any lost rent  from any  lease  agreement  or  prospective  lease
agreement  for the Demised  Premises  which  Landlord  had  executed or was then
negotiating,  which leasing (and/or tenant or prospective tenant) Landlord lost,
by reason in whole or part of Tenant's holding over beyond the Relocation Date.

        45. Miscellany.

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

            45.02  If any term or  provision  of this  Lease or the  application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable,  the remainder of the 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 be  enforced  to the fullest  extent
permitted by law.

            45.03 The  Article  headings  in this Lease are  inserted  only as a
matter  of  convenience  or  reference,  and  are  not to be  given  any  effect
whatsoever in construing this Lease.

            45.04  This  Lease  shall not be filed of  record;  upon  request of
Landlord, a memorandum of this Lease in compliance with law shall be executed by
Landlord and Tenant and recorded.

            45.05 All checks  tendered to Landlord as and for the Fixed Rent and
Additional Rent of the Demised Premises shall be deemed payments for the account
of Tenant.  Acceptance  by Landlord of rent from anyone  other than Tenant shall
not be deemed to operate as an  attornment to Landlord by the payor of such rent
or as a consent by  Landlord to an  assignment  or  subletting  by Tenant of the
Demised  Premises to such payor,  or as a modification of the provisions of this
Lease. Notwithstanding the prepayment, Landlord may refuse payment of Fixed Rent
and Additional Rent from any party other than Tenant herein.  Any check remitted
to Landlord  that is  dishonored  for any reason  and/or fails to "clear" in the
banking process for any reason whatsoever,  will cause, and Tenant hereby agrees
to pay, a $25.00  service  charge to be added to Tenant's  account as Additional


                                       50
<PAGE>

Rent, and Tenant agrees to immediate payment thereon.  It is specifically agreed
and  understood  and  acknowledged  by Tenant that  Landlord's  entitlement to a
service  charge as an addition to any and all other  remedies  Landlord shall be
entitled  to under this Lease and under law and shall not limit any  remedies in
any such  manner or  respect.  It is further  agreed that in the event any check
made by or on  behalf  of  Tenant  in the  payment  of any  sums  due  hereunder
including  the  payment  of Fixed  Rent and  Additional  Rent or  otherwise,  is
returned  to the  Landlord  by its bank for  insufficient  funds,  uncollectible
funds, or for any other reason  whatsoever,  Tenant hereby  covenants and agrees
that it shall  replace such check with either cash or certified  funds or a bank
check made  payable to the direct  order of Landlord  made payable on a New York
bank which is a member of the New York Clearing House Association. It is further
agreed and understood that Landlord's acceptance of such certified or bank check
or its election to redeposit the dishonored check, shall not be deemed to be, or
constitute,  a waiver of Landlord's  remedies  under this Lease or under law and
shall not be deemed a waiver of this Paragraph or the default by Tenant herein.

            45.06 Tenant  represents  that it is qualified to do business in the
State of New York.

            45.07 This Lease  shall be  governed by the laws of the State of New
York.

            45.08  The  foregoing  shall  not  constitute  an offer to lease the
Demised  Premises,  and nothing  contained in this Lease shall be deemed binding
against Landlord unless and until it is duly executed by Landlord.

            45.09  The  submission  of this  Lease to  Tenant is not an offer to
lease the Demised  Premises or an  agreement  by Landlord to reserve the Demised
Premises for Tenant.  Landlord will not be bound to Tenant until Tenant has duly
executed and delivered  duplicate  original  Leases to Landlord and Landlord has
duly executed and delivered one of those duplicate original Leases to Tenant.

            45.10 Suit or suits for the recovery of the rents and other  amounts
and  damages  set forth in this Lease may be brought by  Landlord,  from time to
time,  at  Landlord's  election,  and  nothing  in this  Lease will be deemed to
require Landlord to await the date on which the Term of this Lease expires. Each
right and remedy in this Lease will be  cumulative  and will be in  addition  to
every  other right or remedy in this Lease or existing at law or in equity or by
statute or otherwise, including, without limitation, suits for injunctive relief
and specific performance.  The exercise or beginning of the exercise by Landlord

                                       51

<PAGE>

of any such rights or  remedies  will not  preclude  the  simultaneous  or later
exercise by Landlord of any other such rights or  remedies.  All such rights and
remedies are cumulative and nonexclusive.


                                       52
<PAGE>
        46. Tenant's Option to Extend Term.

            46.01 Provided Tenant is not and has not at any time been in default
of any of the terms,  covenants and conditions of this Lease,  Tenant shall have
the option,  exercisable by giving written  notice,  by Certified  Mail,  Return
Receipt Requested,  to Landlord no later than January 1, 2004, TIME BEING OF THE
ESSENCE,  to extend  the Term of this  Lease for a period  of  fifty-eight  (58)
months  (hereinafter  referred to as the "Extended  Term").  In the event Tenant
shall exercise such option,  the Term of the Lease shall be deemed  extended for
the Extended Term upon all of the covenants,  agreements,  terms, provisions and
conditions of this Lease then in effect (including, but not limited to, the Base
Operation  Year)  except that Tenant  shall have no further  right to extend the
Term and, during the Extended Term, Tenant shall pay to Landlord Fixed Rent:


                                  For the period  September 1, 2004 through June
                                  30,  2005,   $184,330.25   Dollars  per  annum
                                  payable in  advance  monthly  installments  of
                                  $20,481.14 per month.

                                  For the period July 1, 2005  through  June 30,
                                  2206 $255,604.56  Dollars per annum payable in
                                  advance monthly installments of $21,300.38 per
                                  month.

                                  For the period July 1, 2006  through  June 30,
                                  2007 $265,828.74  Dollars per annum payable in
                                  advance monthly installments of $22,152.40 per
                                  month.

                                  For the period July 1, 2007  through  June 30,
                                  2008,$276,461.88  Dollars per annum payable in
                                  advance monthly installments of $23,038.49 per
                                  month.

                                  For the period July 1, 2008  through  June 30,
                                  2009,$287,520.35  Dollars per annum payable in
                                  advance monthly installments of $23,960.03 per
                                  month.

         It is further  understood  and agreed by Tenant that the premises to be
demised by Landlord to Tenant during the Extended Term shall include the Demised
Premises originally demised hereunder, and in no event shall Tenant be permitted
to extend  the Term with  respect  to a portion  of such  premises  only  unless
otherwise agreed to by Landlord in writing.  In the event no such timely written

                                       53

<PAGE>

notice is given by Tenant to Landlord on or before  January 1, 2004,  TIME BEING
OF THE ESSENCE, then this Lease shall expire in accordance with its terms.

         IN WITNESS WHEREOF,  Landlord and Tenant have respectively  signed this
Lease.

Witness for Landlord:                    LKM EXPRESSWAY PLAZA LIMITED
                                         PARTNERSHIP (Landlord)


/S/                                      /S/
-------------------------------          ----------------------------------
                                         BY: Expressway Inc., General Partner
                                             Michael S. Puntillo, President


Witness for Tenant:                      QUERYOBJECT SYSTEMS CORPORATION
                                         (Tenant)



/S/                                      /S/
-------------------------------          ----------------------------------
                                         BY: Daniel M. Pess,
                                             Sr. Vice President and Chief

                                             Financial Officer


                                 ACKNOWLEDGMENTS

Landlord
STATE OF NEW YORK, COUNTY OF NASSAU      ss.:

         On this day of  August,  1999,  before me  personally  came  Michael S.
Puntillo, to me known, and known to me to be the individual described in and who
executed the foregoing on behalf of Expressway Inc., and duly acknowledged to me
that he executed the same.

                                                 ------------------------------
                                                 Notary Public


                                       51
<PAGE>

Tenant
STATE OF NEW YORK, COUNTY OF NASSAU      ss:

         On this day of August,  1999, before me personally came Daniel M. Pess,
to me known,  who, being by me duly sworn, did depose and say that he resides at
_________________________,    _________;    that   he   is   the   Senior   Vice
President-Finance  & CFO of Queryobject  Systems  Corporation,  the  corporation
mentioned herein and which executed the foregoing instrument;  that he knows the
seal of said  corporation;  that the seal  affixed  to said  instrument  is such
corporate  seal;  that is was so affixed by order of the Board of  Directors  of
said corporation, and that he signed his name thereto by like order.


                                                 ------------------------------
                                                 Notary Public



                                       52
<PAGE>
                                    EXHIBIT A

                                  FLOOR PLAN OF
                                DEMISED PREMISES






                                       56
<PAGE>
                                    EXHIBIT B

                                  TENANT PLANS
                               AND SPECIFICATIONS






                                       57
<PAGE>
                                    EXHIBIT C

                                   WORK LETTER


         If this Lease  pertains to the initial  occupancy  by any tenant of the
Demised  Premises,  Landlord agrees at its sole expense,  except as noted, to do
the following  described work as shown on Tenant's Plans and  Specifications  in
connection  with the  Demised  Premises,  which work and  materials  shall be of
material,  manufacture,  design,  capacity,  finish,  and color of the  building
standard adopted by Landlord for the Building.

1. PARTITIONING

         Furnish  building  standard drywall  partitioning  with metal studs and
gypsum board per Exhibit B. All  partitions  to terminate at window  mullions or
exterior  columns without offsets.  In addition,  Landlord will provide demising
wall partitions between tenant spaces and public corridor.

2. DOORS, DOOR FRAME, AND HARDWARE

         Furnish  existing,  where  designated  by Tenant,  single swing 6'-8" x
3'-0" x 1-3/4" door frames and hollow core wood doors complete with passage sets
per Exhibit B. Landlord will supply one (1) pair and one (1) single swing 7'-10"
x 3'-0" x 1-3/4" entrance door with closer and lock set.

3. CLOTHES CLOSET

         Furnish existing  closets where designated by Tenant;  closets shall be
equipped with one (1) coat rod and one (1) closet shelf.  No more than 5 feet of
closet space shall be constructed for every 2000 square feet of the Usable Floor
Area of the Demised Premises.

4. ACOUSTIC TILE CEILING

         Furnish existing mechanically  suspended acoustic tile or equivalent on
exposed spline  construction in a 2' x 4' pattern except where field  conditions
do not permit, in which event a smaller pattern will be used.

5. FLUORESCENT FIXTURES

         Furnish  existing  and  connect  one (1) 2' x 4'  recessed  fluorescent
lighting fixture with acrylic plastic lens individually  mounted and designed to
contain  three (3) 40 watt lamps in the  Demised  Premises,  except  where field
conditions do not permit,  in which event a differently sized or surface mounted
fixture will be used. Landlord shall supply and install the initial lamps.

                                       58
<PAGE>

6. ELECTRICAL WALL OUTLETS, SWITCHES, CIRCUITS

         Furnish existing duplex electric wall outlets in the Demised  Premises.
The  aforesaid  electric wall outlets are to be located only in the ceiling high
partitions at standard  mounting height.  Circuits  containing wall and/or floor
outlets  are rated at a total of 16 amperes  per  circuit,  with a maximum of 10
amperes at only one (1) duplex outlet.  Furnish and install toggle  switches for
lighting  fixtures based on one (1) toggle switch per each ten (10) fixtures but
no less than one (1) switch per room.  The building  proper will contain  wires,
risers, conduits, feeders, and panel equipment necessary to furnish the premises
with electrical energy and a combined lighting and standard electric load of not
more  than 3 watts per  square  foot of the  Usable  Floor  Area of the  Demised
Premises.

7. CARPET AND BASE

         Install  wall-to-wall  carpeting  and  four-inch  high vinyl cove base.
Tenant will select from Building Standard  selection to be supplied by Landlord.
Landlord to furnish and install new Vinyl  Composite  Tile flooring in the Lunch
Room as designated on Exhibit B. Tenant will select from  selection  supplied by
Landlord.

8. PAINTING

         Paint all sheet  rock  walls as  provided  herein to consist of one (1)
prime and one (1) finish  coat in Building  Standard  flat,  waterbase  paint in
Building Standard colors selected by Tenant. All doors and trim shall be stained
or painted. Dark colors and premium colors shall be charged at Tenant's expense.

9. AIR CONDITIONING

         Furnish and install air conditioning. Interior space shall be served by
central system  complete with ducts,  registers,  and thermostats as required to
serve the  system  properly.  The design of the air  conditioning  system in the
Demised  Premises  shall be based  upon an  occupancy  of one (1) person per 100
square feet of the Usable Floor Area of the Demised Premises and upon a combined
lighting and standard load 3 watts per square foot.


                                       59
<PAGE>
10. VENETIAN BLINDS

         Landlord  will  install  narrow  blade  venetian  blinds  in  color  to
complement window mullion frames.

11. TENANT IDENTIFICATION

         (a)  Landlord  shall  furnish  and  install a  Building  directory  for
Tenant's  listing in the ground  floor  lobby.  Tenant shall submit its Building
directory  listings with its final plans, which listings shall be limited to two
(2) per 1000 square feet of the Usable Floor Area of the Demised Premises.

         (b) Landlord shall furnish and install all such initial listings at its
sole cost and expense. Any changes or additional listings shall be furnished and
installed at Tenant's cost and/or expense.

         (c) Landlord, at its sole cost and expense, shall furnish and install a
single sign for Tenant's identification on Tenant's entrance door. The design of
such  identification  must  conform  to the  building  standard.  No  additional
identification may be installed on Tenant's door.

12. BUILDING STANDARD

         In the  event  that  after  the date of  execution  of this  Lease  any
building  codes or  standards  change  and  thereby  impose  additional  or more
extensive  requirements in completing the Building or related improvements,  or,
after  completion of the Building  require changes in the Building then the cost
of complying  with such  requirements  shall be amortized  over the useful lives
thereof,  and  Tenant  shall  pay  Tenant's  Proportionate  Share  of such  cost
applicable  to that  portion  (or all,  as the case may be) of the useful  lives
falling within the Term of the Lease.

13. DAMAGE

         Tenant shall be responsible for all damage caused by trades employed by
Tenant.



                                       60
<PAGE>

14. DELAYS

         If by reason of (i) Tenant's  failure to submit Tenant's Plans on their
due date,  (ii) any  special or extra  materials  or work in  Tenant's  Plans or
otherwise  requested  by Tenant,  (iii) any  changes in the  material or work on
Tenant's  Plans or  otherwise  requested  by  Tenant,  which are not  ultimately
incorporated  into the work,  (iv) the occurrence of any delays for which Tenant
is  responsible  under the terms of the Lease,  including,  without  limitation,
Articles 4 and 5 thereof ("Delay Conditions"),  Landlord is delayed in supplying
the materials or  completing  the work to be performed by Landlord in accordance
with the provisions of this Work Letter, then the Commencement Date of the Lease
and the  obligations  of  Tenant  to pay  Fixed  and  Additional  Rent  shall be
accelerated  by the number of days equal to the length of the  applicable  Delay
Conditions,  whether or not Landlord has completed such work at the time of such
accelerated  date,  and the Term of this Lease shall  commence as though none of
such Delay  Conditions has occurred.  Landlord's time to complete the work to be
performed  by Landlord  shall be extended  by the number of days  necessary  for
Landlord to complete such work as a result of the occurrence of any of the Delay
Conditions.

15. HOURS OF WORK

         Notwithstanding  the  commencement  of rent as  aforesaid,  work on the
Demised Premises  whether  performed by Landlord or by Tenant shall be performed
only during regular time union working  hours.  If Tenant  requires  Landlord to
perform work during other  hours,  or if Tenant  desires to perform work through
its contractors,  agents, or employees, Tenant shall pay as Additional Rent, the
cost of  employing  such  additional  union help as shall be required  under the
rules and regulations of the unions employed in connection with the construction
of the  Building.  Payment  shall be made by Tenant to Landlord  within ten (10)
days after being billed therefor.

16. ADDITIONAL WORK

         (a)  Tenant's  Plans  may also  require  or  include  special  or extra
materials  or work in  addition  to the  materials  and work to be  supplied  by
Landlord as part of Landlord's  building  standard  tenant  improvement  package
included in the  unmodified  form of this Work Letter,  and Landlord may, at its
option,  supply such extra  materials and perform such extra work and supply and
perform any other  materials and work not set forth herein or in Tenant's  Plans
(all of which  special  or extra  materials  and work  shall be  considered  and
sometimes called "extra materials and work") which Tenant may want completed for
Tenant's  account at cost plus  fifteen  percent  (15%) for  General  Conditions
(indirect  job  costs),  which  shall mean the  amount  charged  for  on-the-job
services  performed by Landlord's  employees or contractors for the Tenant,  his


                                       61

<PAGE>

employees  or  contractors  (such  as  cleanup,  removal  of waste  and  debris,
protection of work in progress or completed, temporary maintenance and services,
utilities, and use of elevators and hoists); to this total amount shall be added
ten percent (10%) for Landlord's overhead and five percent (5%) for profit. Said
percentages  shall also apply to  specific  unit  prices  quoted or  referred to
elsewhere  in the Work Letter.  Where Tenant asks  Landlord to supply such extra
materials and perform such extra work, which is in substitution of like building
standard  materials and work, Tenant shall receive a credit for omission of such
like building  standard  materials and work at Landlord's cost (with no addition
of 15% and 5%). Before proceeding with any such extra work or supplying any such
extra  materials,  Landlord  shall notify Tenant in writing as to the respective
costs of each extra item involved,  and unless Landlord is notified otherwise by
Tenant within two (2) business  days of such  notification  by Landlord,  except
during the course of  construction  Tenant must notify  Landlord  within one (1)
business  day of such  notification,  it shall be deemed  approved by Tenant for
Landlord to proceed with the extras so itemized.

         (b) All of Tenant's Plans are subject to the Landlord's  approval,  but
no approval  shall be deemed an  agreement  by Landlord  that the work  included
therein is in compliance with any legal requirements.

         (c) Any items set forth in this Work Letter  which are not  provided in
Tenant's Plans or which at Tenant's  request are not included in connection with
the construction hereunder,  shall be deemed abandoned by Tenant unless Tenant's
Plans  include  special  or extra  work in  substitution  of such like items and
Landlord  performs  such work,  in which event  Tenant  shall be entitled to the
credit provided in Paragraph 16 hereof.

         (d) All charges for extra  materials  and work as provided in Paragraph
16 hereof or elsewhere in this Work Letter shall be deemed  Additional  Rent and
shall be paid by Tenant to  Landlord  within  five (5) days after  being  billed
therefor.


TENANT WORK ORDER NO. 001:

TENANT TO FURNISH AND INSTALL THE  FOLLOWING  ADDITIONAL  WORK AT TENANT'S  SOLE
COST AND EXPENSE:

WINDOWS


                                       62
<PAGE>

To furnish and install five (5) 5' x 5' by 1/4" clear safety glass  windows with
brushed  aluminum  U-channel  at top and  bottom.  To be  installed  in existing
sheetrock walls.

Three (3) 18" x 84" 1/4" clear safety glass side lights.
                                                                 TOTAL $3,672.31


                                       63
<PAGE>
CABINETS

To furnish and install 10 lineal feet of base cabinets and hanger  above,  style
Avia, Color White                                                TOTAL $3,059.00

PLUMBING

To  furnish  and  install  one (1) 22 x 25  stainless  seel LK sink with a Delta
chrome faucet.

To  furnish  and  install  1  1/2"  copper  condensate  line  from  tenants  air
conditioning  unit to common corridor slop sink,  maximum of 50 lineal feet with
check valve.                                                     TOTAL $3,763.90

FLOORING

To furnish and install new VCT in computer room
                                                                 TOTAL $1,596.00

HVAC

To furnish and install one (1) exhaust fan in computer  room  ceiling  ducted to
roof.                                                            TOTAL $2,195.00

LOCKS

Up-graded  charge to furnish  and  install  building  standard  locksets  on all
interior doors on a master keyed system                          TOTAL $4,125.00

These items total $18,411.21,  without the electrical estimates.  Upon approval,
we will proceed with preparing a tenant work order.

TERMS:

$18,411.21  ON THE  EXECUTION  OF THIS  AGREEMENT  BY GOOD CHECK OR MONEY  ORDER
PAYABLE TO LKM EXPRESSWAY PLAZA LIMITED PARTNERSHIP.

IT IS AGREED THAT THE $18,411.21  SHALL BE DEEMED  ADDITIONAL  RENT AND SHALL BE
COLLECTIBLE  AS PROVIDED  FOR HEREIN  WHETHER OR NOT THE TERM OF THE LEASE SHALL
HAVE COMMENCED,  AND IN DEFAULT OF PAYMENT THEREOF,  LANDLORD SHALL (IN ADDITION
TO ALL  OTHER  REMEDIES)  HAVE THE SAME  RIGHTS AS IN THE  EVENT OF  DEFAULT  OF
PAYMENT OF FIXED RENT.


                                       64
<PAGE>
                                    EXHIBIT D

                              RULES AND REGULATIONS



A.  GENERAL RULES AND REGULATIONS

        The following Rules and Regulations  shall be applicable to the Building
and the  Demised  Premises as said terms are defined in the Lease of which these
Rules and Regulations are a part  (hereinafter  the "Lease").  Unless  otherwise
provided in these Rules and Regulations, all references to "tenant" or "tenants"
shall be deemed to include  "Tenant" as defined in the Lease.  In the event of a
conflict  between these Rules and  Regulations  and the provisions of the Lease,
the provisions of the Lease shall control:

        1. The sidewalks,  entrances,  passages, courts, elevators,  vestibules,
stairways, corridors and halls in the Building and Demised Premises shall not be
obstructed or used for any purpose other than ingress or egress.

        2. No projection shall be attached to the outside walls of the Building.
All electric  ceiling  fixtures  hung in offices or space along the perimeter of
the Building must be florescent,  and of a quality,  type, design and bulb color
approved by Landlord.  Neither the interior nor exterior of any windows shall be
coated or otherwise sunscreened without written consent of Landlord.

        3.  Except  as may be  specifically  provided  in the  Lease,  no  sign,
advertisement,  notice or handbill shall be exhibited,  distributed,  painted or
affixed  by a tenant  on any part of the  Building  without  the  prior  written
consent of the  Landlord.  In the event of the violation of the foregoing by any
tenant, Landlord may remove said sign, advertisement, notice or handbill without
incurring any liability  therefor,  and may charge the expense  incurred in such
removal  to the  tenant  violating  this  rule.  Except  as may be  specifically
provided  in the  Lease,  the  directory  tablet  or  tablets  will be  provided
exclusively  for the  display  of the  name and  location  of  tenants  only and
Landlord reserves the right to exclude any other names therefrom. Nothing may be
placed on the exterior of corridor  walls or corridor  doors without  Landlord's
prior written consent.

        4. The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into public  places in the Building  shall not be covered or
obstructed by any tenant,  nor shall any articles be placed on any  windowsills,
window heating units or in front of any air conditioning vents.


                                       65
<PAGE>

        5. The water and wash closets and other  plumbing  fixtures shall not be
used for any purpose  other than those for which they were  constructed,  and no
sweepings,  rubbish,  therein.  All  damage  resulting  from any  misuse of such
closets and fixtures shall be the  responsibility  of the tenant which, or whose
servants, employees, agents, visitors or licensees shall have caused the same.

        6. No tenant shall mar, paint, drill into, or in any way deface any part
of the Building except as expressly provided in the Lease.

        7. No bicycles,  vehicles, birds or animals of any kind shall be brought
into or kept in or about the  Building,  except  those  bicycles  which shall be
parked in any areas which may be  specifically  designated  by Landlord for such
purpose.  Landlord assumes no responsibility for any bicycles so parked.  Except
as may be  specifically  provided  in the  Lease,  no  cooking  shall be done or
permitted by any tenant in the Building,  except that the preparation of coffee,
tea,  hot  chocolate  and  similar  items for tenants  and their  employees  and
invitees  shall be  permitted  provided the electric  power  therefor  shall not
exceed that amount which can be provided by a 30-ampere  circuit.  Except as may
be  provided  in the  Lease,  no tenant  shall  cause or permit  any  unusual or
objectionable  odors to be produced or to permeate  outside the premises demised
to it.

        8. No tenant shall  utilize the premises  occupied by it for the sole or
major  purpose of  interviewing  or address of the  Building as the location for
such  interviewing or hiring.  No premises shall be used for lodging or sleeping
or for any immoral or illegal purposes.

        9. No tenant shall make, or permit to be made any unseemly or disturbing
noises or disturb or interfere with (a) occupants of the Building or neighboring
buildings or (b) those persons having business with said  occupants,  whether by
use of any musical instrument,  television, radio, phonograph, unusual noise, or
in any other way. No tenant shall throw anything out of the Building or into the
passageways therein.

        10. No tenant or any of its  servants,  employees,  agents,  visitors or
licensees,  shall at any time bring or keep within the Building any inflammable,
combustible or explosive fluid, chemical or substance.

        11. Except as may be provided in the Lease, no additional locks or bolts
of any kind shall be placed upon any of the doors or windows by any tenant,  nor
shall any changes be made in existing locks or the mechanism thereof.  Landlord,
at its expense,  shall, at or prior to initial  occupancy by any tenant,  supply
one set of keys to the  front  door of the  Demised  Premises.  All keys  issued
thereafter  shall be issued by Landlord at  tenant's  expense.  Each tenant must
upon the  termination of its tenancy restore to the Landlord all keys of stores,
offices,  and toilet rooms,  either furnished to, or otherwise procured by, such
                                       66

<PAGE>

tenant. In the event of the loss of any keys so furnished, such tenant shall pay
to the Landlord the cost of replacing  the same or of changing the lock or locks
opened  by such  lost key of  Landlord  shall  deem it  necessary  to make  such
changes.  No top locks will be allowed unless they are masterkeyed to the entire
Building.

        12. All  removals,  or the  carrying  in or out of any  safes,  freight,
furniture  or bulky matter of any  description  must take place during the hours
which the Landlord may determine and be undertaken  pursuant to written  consent
of the  Landlord.  No removal  of said items may take place at times  other than
during  normal  business  hours as defined in the Lease.  The moving of safes or
other fixtures or bulky matter of any kind must be done up to  twenty-four  (24)
hours'  previous  written  notice to the  Managing  Agent of the Building and be
under its supervision, and the persons employed by any tenant for such work must
be acceptable to the Landlord.  Except as may be provided in the Lease, Landlord
reserves  the right to inspect all  articles to be brought into the Building and
to exclude from the Building all articles  which  violate any of these Rules and
Regulations  or any  provisions  of the Lease.  Except as may be provided in the
Lease,  Landlord  reserves the right to prescribe the height and position of all
safes.

        13.  Except as may be provided in the Lease,  no tenant  shall  purchase
spring water, ice, towel, janitorial,  maintenance,  or other like services from
any person not approved by the Landlord.

        14. Landlord reserves the right to exclude from the Building between the
hours of 6:00 p.m. and 8:00 a.m. and at all hours on Saturday, Sunday, and legal
holidays  all persons who do not  present a pass to the  Building  signed by the
Landlord.  Landlord will furnish passes to persons for whom any tenant  requests
the same in writing.  Each tenant shall be responsible  for all persons for whom
it  requests  passes  and shall be liable to the  Landlord  for all acts of such
persons.  Landlord  shall in no case be liable  for  damages  for any error with
regard to the admission to or exclusion from the Building of any person. In case
of a riot,  public  excitement  or other  circumstances  rendering  such  action
advisable in Landlord's  opinion,  Landlord reserves the right to prevent access
to the  Building  during the  continuance  of the same by  closing  the doors or
otherwise, all for the safety of the Tenants and the protection of the Building.

        15. Any persons  employed by any tenant to do janitorial  work, while in
the Building and outside of the premises  demised  pursuant to the provisions of
any lease,  shall be  subject  to and under the  control  and  direction  of the
Landlord of the Building  (but not as an agent or servant of said Landlord or of
the Landlord), and tenant shall be responsible for all acts of such persons.

        16. All doors  opening onto public  corridors  in the Building  shall be
kept  closed,  except  when in use for ingress  and  egress.



                                       67
<PAGE>

        17.  Any  requests,  notices  or  demands  of any  tenant to or upon the
Landlord shall be in writing and addressed to the Landlord at the Building.

        18.  Canvassing,  soliciting and peddling in the Building are prohibited
and each tenant shall cooperate to prevent the same.

        19.  Except  as may be  provided  in the  Lease,  no  supplementary  air
conditioning  unit or other similar  apparatus shall be installed or used by any
tenant without the written consent of the Landlord.

        20. There shall not be used in any space,  or in the public areas of the
Building,  either by any tenant or others, any hand trucks except those equipped
with rubber tires and rubber side guards.

        21.  Except as may be  provided  in the Lease,  Landlord  shall have the
right, exercisable without notice and without liability to any Tenant, to change
the name and address of the Building.

        22.  No  vending  machine  or  machines  of  any  description  shall  be
installed,  maintained  or  operated  in the  Building  except as decided by the
Landlord.


B.  PARKING AREA RULES AND REGULATIONS

        The  following  Parking  Area Rules and  Regulations  shall apply to all
parking  areas and the parking  structure  serving the  Building and the Demised
Premises.

        1. All cars must be parked entirely within the stall lines.

        2. All directional signs and arrows must be observed.

        3. The speed limit shall be five (5) miles per hour.

        4. Parking is prohibited:
           (a) in areas not striped for parking;
           (b) in aisles;
           (c) where "no parking" signs are posted;
           (d) on ramps in cross hatched areas;  and
           (e) in  such  other  areas  as may be  designated  by  Landlord  or
               Landlord's designee.

        5.  Parking  stickers  or any  other  device  or form of  identification
supplied  by  Landlord  shall  remain the  property of  Landlord.  Such  parking
identification  device must be displayed as requested by Landlord and may not be
mutilated in any manner. The serial number of any parking  identification device
may not be obliterated. Parking identification devices shall not be transferable
and any device in the possession of any unauthorized holder will be void.


                                       68
<PAGE>

        Landlord  will not be liable for damage  that may occur when  affixing a
"No Parking" sign to the  windshield of a car  incorrectly  parked in a reserved
spot.

        6. Parking  managers or attendants  are not  authorized to make or allow
any exceptions to these Parking Area Rules and Regulations.

        7.  Every  parker  is  required  to  park  and  lock  his own  car.  All
responsibility for damage to cars is assumed by the parker.

        8. Loss or theft of parking identification devices from automobiles must
be reported to the  landlord  immediately,  and a lost or stolen  report must be
filed by the parker at that time. Any parking  identification  devices  reported
lost or stolen and found on any  unauthorized  car will be  confiscated  and the
illegal holder will be subject to prosecution.  Lost or stolen devices which are
subsequently recovered must be returned to the parking manager immediately.

        9. Washing,  waxing,  cleaning, or servicing of any vehicle while in the
parking areas by any person is prohibited.

        10.  The  Landlord  or its  designee  reserves  the right to refuse  the
issuance of stickers or other  parking  identification  devices to any tenant or
person and/or his agents or representatives who willfully refuses to comply with
the above Parking Area Rules and Regulations and with all applicable  municipal,
state or federal  ordinances,  laws,  regulations or agreements  (whether or not
posted).

        11. Landlord shall have no obligation to remove or ticket any improperly
parked vehicles from any parking space,  whether or not said space is designated
for the use of any particular tenant.


                                       69
<PAGE>
                                    EXHIBIT E

                                    HOLIDAYS



        The following  days  constitute  Legal  Holidays which are excluded from
"Regular Business Hours" as defined in this Lease:

                       (1)  New Year's Day

                       (2)  Martin Luther King's Birthday

                       (3)  Presidents' Day

                       (4)  Memorial Day

                       (5)  Independence Day

                       (6)  Labor Day

                       (7)  Election Day (Presidential)

                       (8)  Thanksgiving Day

                       (9)  Christmas Day


        The date in any given  Lease Year upon  which any of the above  holidays
will be observed  shall be that date as shall be  published  annually by the New
York State Banking Department.


                                       70
<PAGE>
                                    EXHIBIT F

                            CLEANING SPECIFICATIONS


        The following is to be performed Monday through Friday, on days when the
Building observes Regular Business Hours:


A.      Empty and wipe clean all ashtrays.

B.      Empty all waste paper baskets and receptacles.

C.      Sweep all hard surface flooring.

D.      Dust  mop  all  resilient  tile or  other  composition  flooring  with a
        chemically  treated  mop  to  preserve  sheen  and  appearance  of  such
        flooring.

E.      Dust all areas within hand high reach,  including  chairs,  chair rails,
        desks,   desk  appliances,   furniture,   cabinets,   sills,   pictures,
        baseboards, and trim.

F.      Damp clean all tops of water fountains and coolers, desks and tables.

G.      Machine vacuum all carpeting in the office area.

H.      Upon  completion  of  work,  all  lights  are to be  turned  out and the
        premises to be secured.



                                       71
<PAGE>
                                    EXHIBIT G

                           SCHEDULE OF LIGHTING COSTS

                          (Subject to Annual Increases)



1.               Fluorescent Tube                      $10.00

2.               U-shaped Fluorescent Tube             $20.00

3.               Flood Lamp                            $12.00

4.               Ballast                               $60.00




No fees during first six (6) months of Lease year.



                                       72
<PAGE>
                                    EXHIBIT H

                               OVERTIME HVAC COSTS



        Upon a minimum of two (2)  business  days'  written  notice to Landlord,
Landlord will provide Tenant with Heating and/or Air  Conditioning  during hours
other than Regular  Business Hours,  which service will be provided at a current
rate of $20.00 per hour per zone and shall be subject to  increases  when and to
the extent Landlord's public utility charges increase.





                                       73