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                         STANDARD FORM OF OFFICE LEASE
                    The Real Estate Board of New York, Inc.
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         AGREEMENT OF LEASE, made as of this __th day of September 2000, between
175-20 HILLSIDE AVENUE ASSOCIATES, (a limited partnership c/o LEONARD ADLER, 853
Broadway,  New  York,  New York  10003,  party of the  first  part,  hereinafter
referred to as OWNER,  and ALLEN HEALTH CARE  SERVICES,  INC.,  175-20  Hillside
Avenue,  Jamaica, New York, party of the second part, hereinafter referred to as
TENANT.

         WITNESSETH:  Owner hereby leases to Tenant and Tenant hereby hires from
Owner  Entire third  floor,  Entire  second floor and all of the first floor not
occupied by the  Dentist.  Also,  included is 18 Parking  Spaces in the building
known as 175-20 Hillside Avenue, in the Borough of Queens, City of New York, for
the term of five  years (or until  such term  shall  sooner  cease and expire as
hereinafter  provided) to commence on the 1st day of August, 2000, and to end on
the 31st day of July, 2005, both dates  inclusive,  at an annual rental rate of,
See Rider  Paragraph  #39,  which  Tenant  agrees to pay in lawful  money of the
United  States  which  shall be legal  tender in  payment of all debts and dues,
public and private,  at the time of payment,  in equal monthly  installments  in
advance on the first day of each month during said term,  at the office of Owner
or such other place as Owner may  designate,  without  any set off or  deduction
whatsoever,   except   that   Tenant   shall   pay  the   first_______   monthly
installments(s) on the execution hereof (unless this lease be a renewal).

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

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

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

Occupancy:  2. Tenant shall use and occupy demised premises for Home health aide
            training center and principle administrative office and for no other
            purpose.

Tenant  Alterations:  3.  Tenant  shall  make no  changes  in or to the  demised
premises of any nature  without  Owner's prior written  consent.  Subject to the
prior written consent of Owner,  and to the provisions of this article,  Tenant,
at  Tenant's  expense,  may  make  alterations,   installations,   additions  or
improvements  which are  non-structural and which do not affect utility services
or plumbing and electrical  lines, in or to the interior of the demised premises
by using  contractors  or mechanics  first  approved in each  instance by Owner.
Tenant  shall,  before  making  any  alterations,  additions,  installations  or
improvements,  at its expense,  obtain all permits,  approvals and  certificates
required by any governmental or quasi-governmental bodies and (upon completion),
certificates of final approval thereof and shall deliver promptly  duplicates of
all such permits, approvals and certificates to Owner and Tenant agrees to carry
and will cause Tenant's  contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require.  If any mechanic's lien is filed against the demised  premises,  or
the building of which the same forms a part,  for work claimed to have been done
for, or materials  furnished  to,  Tenant,  whether or not done pursuant to this
article,  the same shall be discharged by Tenant within thirty days  thereafter,
at Tenant's expense, by payment or filing the bond required by law. All fixtures
and all paneling, partitions, railings and like installations,  installed in the
premises at any time,  either by Tenant or by Owner on Tenant's  behalf,  shall,
upon installation, become the property of the Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than  twenty  days prior to the date  fixed as the  termination  of this  lease,
elects to  relinquish  Owner's right thereto and to have them removed by Tenant,
in which event the same shall be removed  from the  premises by Tenant  prior to
the expiration of the lease, at Tenant's expense.  Nothing in this Article shall
be  construed  to give Owner  title to or to prevent  Tenant's  removal of trade
fixtures,  moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other  installations  as may be required by
Owner,  Tenant  shall  immediately  and at its  expense,  repair and restore the
premises to the condition  existing prior to installation  and repair any damage
to the demised  premises  or the  building  due to such  removal.  All  property
permitted  or required to be removed by Tenant at the end of the term  remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either be retained as Owner's property or may be removed from
the premises by Owner, at Tenant's expense.

Maintenance  and Repairs:  4. Tenant shall,  throughout  the term of this lease,
take  good care of the  demised  premises  and the  fixtures  and  appurtenances
therein.  Tenant  shall be  responsible  for all damage or injury to the demised
premises  or any  other  part of the  building  and the  systems  and  equipment
thereof,  whether  requiring  structural or  nonstructural  repairs caused by or
resulting from  carelessness,  omission,  neglect or improper conduct of Tenant,
Tenant's subtenants,  agents,  employees,  invitees or licensees, or which arise
out of any work,  labor,  service or equipment done for or supplied to Tenant or
any  subtenant  or arising  out of the  installation,  use or  operation  of the
property or equipment of Tenant or any  subtenant.  Tenant shall also repair all
damage to the building and the demised premises caused by the moving of Tenant's
fixtures,  furniture  and  equipment.  Tenant shall  promptly  make, at Tenant's
expense,  all  repairs  in and to the  demised  premises  for  which  Tenant  is
responsible,  using  only the  contractor  for the trade or trades in  question,
selected from a list of at least two  contractors  per trade submitted by Owner.
Any other repairs in or to the building or the  facilities  and systems  thereof
for which  Tenant is  responsible  shall be  performed  by Owner at the Tenant's
expense.  Tenant agrees to give prompt notice of any defective  condition in the
premises  for  which  Owner  may be  responsible  hereunder.  There  shall be no
allowance to Tenant for  diminution of rental value and no liability on the part
of Owner by reason of  inconvenience,  annoyance  or injury to business  arising
from Owner or others making repairs,  alterations,  additions or improvements or
to  any  portion  of  the  building  or the

<PAGE>

demised premises or in and to the fixtures,  appurtenances or equipment thereof.
It is  specifically  agreed that  Tenant  shall not be entitled to any setoff or
reduction of rent by reason of any failure of Owner to comply with the covenants
of this or any other  article of this Lease.  Tenant  agrees that  Tenant's sole
remedy at law in such  instance  will be by way of an  action  for  damages  for
breach of contract. The provisions of this Article 4 shall not apply in the case
of fire or other casualty which are dealt with in Article 9 hereof.

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

Requirements of Law, Fire Insurance,  Floor Loads: 6. Prior to the  commencement
of the lease term, if Tenant is then in possession, and at all times thereafter,
Tenant,  at  Tenant's  sole cost and  expense,  shall  promptly  comply with all
present and future laws, orders and regulations of all state, federal, municipal
and local governments,  departments, commissions and boards and any direction of
any public officer pursuant to law, and all orders, rules and regulations of the
New York Board of Fire  Underwriters,  Insurance Services Office, or any similar
body which shall impose any  violation,  order or duty upon Owner or Tenant with
respect to the demised  premises,  whether or not arising out of Tenant's use or
manner of use thereof,  (including  Tenant's  permitted use) or, with respect to
the  building if arising out of Tenant's use or manner of use of the premises or
the building (including the use permitted under the lease). Nothing herein shall
require Tenant to make structural  repairs or alterations  unless Tenant has, by
its  manner of use of the  demised  premises  or method  of  operation  therein,
violated any such laws, ordinances,  orders, rules,  regulations or requirements
with respect thereto.  Tenant may, after securing Owner to Owner's  satisfaction
against all  damages,  interest,  penalties  and  expenses,  including,  but not
limited to, reasonable  attorney's fees, by cash deposit or by surety bond in an
amount and in a company satisfactory to Owner, contest and appeal any such laws,
ordinances, orders, rules regulations or requirements provided same is done with
all  reasonable  promptness  and provided such appeal shall not subject Owner to
prosecution  for a criminal  offense or  constitute a default under any lease or
mortgage  under which Owner may be obligated,  or cause the demised  premises or
any part thereof to be  condemned or vacated.  Tenant shall not do or permit any
act or thing to be done in or to the demised  premises which is contrary to law,
or which will invalidate or be in conflict with public liability,  fire or other
policies of  insurance  at any time  carried by or for the benefit of Owner with
respect to the demised  premises or the  building of which the demised  premises
form a part,  or  which  shall  or  might  subject  Owner  to any  liability  or
responsibility  to any  person or for  property  damage.  Tenant  shall not keep
anything in the demised  premises  except as now or  hereafter  permitted by the
Fire Department, Board of Fire Underwriters,  Fire Insurance Rating Organization
or other authority  having  jurisdiction,  and then only in such manner and such
quantity so as not to increase  the rate for fire  insurance  applicable  to the
building,  nor use the  premises in a manner which will  increase the  insurance
rate for the building or any property  located therein over that in effect prior
to the commencement of Tenant's occupancy. Tenant shall pay all costs, expenses,
fines,  penalties,  or  damages,  which may be  imposed  upon Owner by reason of
Tenant's  failure to comply with the provisions of this article and if by reason
of such failure the fire insurance rate shall, at the beginning of this lease or
at any time thereafter,  be higher than it otherwise would be, then Tenant shall
reimburse  Owner,  as additional  rent  hereunder,  for that portion of all fire
insurance  premiums  thereafter  paid by Owner  which  shall  have been  charged
because of such failure by Tenant. In any action or proceeding wherein Owner and
Tenant are parties,  a schedule or "make-up" of rate for the building or demised
premises  issued by the New York Fire Insurance  Exchange,  or other body making
fire insurance rates applicable to said premises shall be conclusive evidence of
the facts  therein  stated  and of the  several  items and  charges  in the fire
insurance rates then applicable to said premises.  Tenant shall not place a load
upon any floor of the demised premises  exceeding the floor load per square foot
area which it was designed to carry and which is allowed by law.  Owner reserves
the right to prescribe the weight and position of all safes,  business  machines
and mechanical  equipment.  Such installations shall be placed and maintained by
Tenant, at Tenant's expense,  in settings  sufficient,  in Owner's judgment,  to
absorb and prevent vibration, noise and annoyance.

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

Property Loss, Damage Reimbursement  Indemnity: 8. Owner or its agents shall not
be liable  for any  damage to  property  of  Tenant  or of others  entrusted  to
employees of the  building,  nor for loss of or damage to any property of Tenant
by theft or  otherwise,  nor for any  injury or damage to  persons  or  property
resulting  from any cause of whatsoever  nature,  unless caused by or due to the
negligence of Owner, its agents, servants or employees. Owner or its agents will
not be liable for any such damage caused by other tenants or persons in, upon or
about said  building or caused by  operations  in  construction  of any private,
public or quasi public work. If at any time any windows of the demised  premises
are temporarily closed,  darkened or bricked up (or permanently closed, darkened
or bricked up, if required by law) for any reason whatsoever including,  but not
limited to,  Owner's own acts,  Owner shall not 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.  Tenant  shall
indemnify and save harmless Owner against and from all liabilities, obligations,
damages,  penalties,  claims,  costs and  expenses  for which Owner shall not be
reimbursed by insurance,  including reasonable attorneys fees, paid, suffered or
incurred  as a result of any breach by  Tenant,  Tenant's  agents,  contractors,
employees,  invitees, or licensees,  of any covenant or condition of this lease,
or the  carelessness,  negligence  or improper  conduct of the Tenant,  Tenant's
agents, contractors,  employees, invitees or licensees. Tenant's liability under
this lease extends to the acts and omissions of any  sub-tenant,  and any agent,
contractor,  employee, invitee or licensee of any sub-tenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written  notice from Owner,  will,  at Tenant's  expense,  resist or defend such
action or proceeding by counsel approved by Owner in writing,  such approval not
to be unreasonably withheld.

Destruction Fire and Other Casualty:  9. (a) If the demised premises or any part
thereof shall be damaged by fire or other casualty,  Tenant shall give immediate
notice  thereof to Owner and this lease shall  continue in full force and effect
except as  hereinafter  set  forth (b) If the  demised  premises  are  partially
damaged or rendered  partially  unusable by fire or other casualty,  the damages
thereto  shall be repaired by and at the expense of Owner and the rent and other
items of additional rent,  until such repair shall be  substantially  completed,
shall be apportioned  from the day following the casualty  according to the part
of the premises which is usable, (c) If the demised premises are totally damaged
or rendered wholly  unusable by fire or other
<PAGE>

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

Eminent  Domain:  10. If the whole or any part of the demised  premises shall be
acquired or  condemned  by Eminent  Domain for any public or quasi public use or
purpose,  then  and in that  event,  the  term of this  lease  shall  cease  and
terminate  from the date of title  vesting in such  proceeding  and Tenant shall
have no claim for the value of any  unexpired  term of said lease and assigns to
Owner,  Tenant's entire interest in any such award.  Tenant shall have the right
to make an  independent  claim  to the  condemning  authority  for the  value of
Tenant's  moving expenses and personal  property,  trade fixtures and equipment,
provided  Tenant is  entitled  pursuant to the terms of the lease to remove such
property,  trade  fixture  and  equipment  at the end of the term  and  provided
further such claim does not reduce Owner's award.

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

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

Access to Premises:  13. Owner or Owner's agents shall have the right (but shall
not be  obligated)  to enter the demised  premises in any emergency at any time,
and, at other  reasonable  times,  to examine the same and to make such repairs,
replacements  and  improvements  as Owner  may  deem  necessary  and  reasonably
desirable  to the demised  premises or to any other  portion of the  building or
which Owner may elect to perform.  Tenant shall permit Owner to use and maintain
and replace pipes and conduits in and through the demised  premises and to erect
new pipes and conduits  therein  provided they are  concealed  within the walls,
floor,  or ceiling.  Owner may,  during the  progress of any work in the demised
premises,  take all necessary materials and equipment into said premises without
the same  constituting  an  eviction  nor shall the  Tenant be  entitled  to any
abatement of rent while such work is in progress nor to any damages by reason of
loss or interruption of business or otherwise.  Throughout the term hereof Owner
shall have the right to enter the demised  premises at reasonable  hours for the
purpose of showing  the same to  prospective  purchasers  or  mortgagees  of the
building,  and during the last six months of the term for the purpose of showing
the same to prospective  tenants. If Tenant is not present to open and permit an
entry into the  demised  premises,  Owner or  Owner's  agents may enter the same
whenever  such entry may be necessary or  permissible  by master key or forcibly
and provided  reasonable care is exercised to safeguard Tenant's property,  such
entry shall not render  Owner or its agents  liable  therefor,  nor in any event
shall the obligations of Tenant hereunder be affected.  If during the last month
of the term  Tenant  shall have  removed  all or  substantially
<PAGE>

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

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

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

Bankruptcy:   16.  (a)  Anything   elsewhere  in  this  lease  to  the  contrary
notwithstanding, this lease may be canceled by Owner 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:  (1) the commencement of a case in bankruptcy or under
the laws of any state naming  Tenant as the debtor;  or (2) the making by Tenant
of an assignment or any other arrangement for the benefit of creditors under any
state statute.  Neither Tenant nor any person claiming  through or under Tenant,
or by reason of any statute or order of court,  shall  thereafter be entitled to
possession of the premises  demised but shall  forthwith  quit and surrender the
premises.  If this lease  shall be assigned in  accordance  with its terms,  the
provisions of this Article 16 shall be applicable  only to the party then owning
Tenant's  interest in this lease.  (b) it is  stipulated  and agreed that in the
event of the  termination  of this lease  pursuant  to (a)  hereof,  Owner shall
forthwith,  notwithstanding  any other provisions of this lease to the contrary,
be entitled to recover from Tenant as and for liquidated damages an amount equal
to the difference  between the rent reserved hereunder for the unexpired portion
of the term  demised  and the fair and  reasonable  rental  value of the demised
premises for the same period.  In the computation of such damages the difference
between  any  installment  of rent  becoming  due  hereunder  after  the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such  installment  was payable  shall be  discounted to the
date of termination at the rate of four percent (4%) per annum. If such premises
or any part thereof be re-let by the Owner for the unexpired term of said lease,
or any part thereof,  before presentation of proof of such liquidated damages to
any  court,  commission  or  tribunal,  the  amount of rent  reserved  upon such
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 the Owner to
prove for and obtain as  liquidated  damages by reason of such  termination,  an
amount equal to the maximum allowed by any statute or rule of law in effect,  at
the time when, and governing the  proceedings  in which,  such damages are to be
proved, whether or not such amount be greater, equal to, or less than the amount
of the difference referred to above.

Default:  17. (1) If Tenant  defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or if
the  demised  premises  become  vacant  or  deserted;  or if  any  execution  or
attachment shall be issued against Tenant or any of Tenant's property  whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if this lease be rejected under ss. 235 of Title 11 of the U.S. Code (bankruptcy
code);  or if Tenant shall fail to move in or to take possession of the premises
within thirty (30) days after the commencement of the term of this lease,  then,
in any one or more of such  events,  upon Owner  serving a written  fifteen (15)
days  notice  upon  Tenant  specifying  the nature of said  default and upon the
expiration of said fifteen (15) days, if Tenant shall have failed to comply with
or remedy such default,  or if the said default or omission  complained of shall
be of a nature that the same cannot be completely  cured or remedied within said
fifteen  (15) day  period,  and if Tenant  shall not have  diligently  commenced
curing  such  default  within  such  fifteen  (15) day  period,  and  shall  not
thereafter  with  reasonable  diligence and in good faith,  proceed to remedy or
cure such  default,  then  Owner may  serve a written  five (5) days'  notice of
cancellation of this lease upon Tenant, and upon the expiration of said five (5)
days  this  lease  and the term  thereunder  shall  end and  expire as fully and
completely as if the  expiration of such five (5) day period were the day herein
definitely  fixed for the end and  expiration of this lease and the term thereof
and Tenant  shall then quit and  surrender  the  demised  premises  to Owner but
Tenant shall remain liable as hereinafter provided.

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

Remedies  of Owner and Waiver of  Redemption:  18. In case of any such  default,
re-entry,  expiration and/or dispossess by summary  proceedings or otherwise (a)
the rent shall become due thereupon and be paid up to the time of such re-entry,
dispossess and/or  expiration,  (b) Owner may re-let the premises or any part or
parts  thereof,  either in the name of Owner or otherwise,  for a term or terms,
which  may at  Owner's  option be less than or exceed  the  period  which  would
otherwise have  constituted  the balance of the term of this lease and may grant
concessions  or free rent or  charge a higher  rental  than that in this  lease,
and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as
liquidated  damages  for the  failure  of Tenant to  observe  and  perform  said
Tenant's  covenants  herein  contained,  any deficiency  between the rent hereby
reserved and/or  covenanted to be paid and the net amount,  if any, of the rents
collected  on account of the lease or leases of the  demised  premises  for each
month of the period which would  otherwise have  constituted  the balance of the
term of this lease.  The failure of Owner to re-let the  premises or any part or
parts thereof  shall not release or affect  Tenant's  liability for damages.  In
computing such  liquidated  damages there shall be added to the said  deficiency
such expenses as Owner may incur in connection  with  re-letting,  such as legal
expenses, reasonable attorneys' fees, brokerage, advertising and for keeping the
demised  premises in good order or for  preparing the same for  re-
<PAGE>

letting.  Any such liquidated  damages shall be paid in monthly  installments by
Tenant on the rent day  specified  in this lease and any suit brought to collect
the amount of the  deficiency  for any month shall not  prejudice in any way the
rights of Owner to collect the deficiency for any subsequent  month by a similar
proceeding.  Owner,  in putting the demised  premises in good order or preparing
the same for re-rental may, at Owner's option,  make such alterations,  repairs,
replacements,  and/or  decorations in the demised  premises as Owner, in Owner's
sole 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.  Owner shall in no event be liable in any way
whatsoever for failure to re-let the demised premises,  or in the event that the
demised premises are re-let,  for failure to collect the rent thereof under such
re-letting,  and in no event shall Tenant be entitled to receive any excess,  if
any,  of such net  rents  collected  over the sums  payable  by  Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy  allowed at law or in equity as if re-entry,  summary
proceedings  and other  remedies were not herein  provided for.  Mention in this
lease of any particular remedy,  shall not preclude Owner from any other remedy,
in law or in  equity.  Tenant  hereby  expressly  waives  any and all  rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed  for any cause, or in the event of Owner obtaining
possession of demised  premises,  by reason of the violation by Tenant of any of
the covenants and conditions of this lease, or otherwise.

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

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

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

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

Quiet  Enjoyment:  23. Owner  covenants  and agrees with Tenant that upon Tenant
paying the rent and additional  rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed,  Tenant
may  peaceably  and  quietly  enjoy  the  premises  hereby   demised,   subject,
nevertheless,  to the terms and  conditions  of this  lease  including,  but not
limited to,  Article 31 hereof and to the ground leases,  underlying  leases and
mortgages hereinbefore mentioned.

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

within the meaning of Section 223-a of the New York Real Property Law.

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

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

Inability to Perform:  27. This Lease and the  obligation  of Tenant to pay rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in no wise be affected, impaired or excused
because Owner is unable to fulfill any of its obligations under 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, fixtures, or other materials if Owner is prevented or delayed from so
doing by reason of strike or labor troubles or any cause  whatsoever  including,
but not limited to,  government  preemption or  restrictions or by reason of any
rule,  order or  regulation  of any  department  or  subdivision  thereof of any
government  agency  or by  reason  of the  conditions  which  have  been  or are
affected, either directly or indirectly, by war or other emergency.

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

Services  Provided by Owners:  29. As long as Tenant is not in default under any
of the covenants of this lease beyond the  applicable  grace period  provided in
this lease for the curing of such defaults,  Owner shall provide:  (a) necessary
elevator facilities on business days from 8 a.m. to 6 p.m. and have one elevator
subject to call at all other times; (b) heat to the demised premises when and as
required by law, on business days from 8 a.m. to 6 p.m.;  (c) water for ordinary
lavatory  purposes,  but if Tenant uses or consumes water for any other purposes
or in unusual  quantities  (of which fact Owner shall be the sole judge),  Owner
may install a water meter at Tenant's  expense  which  Tenant  shall  thereafter
maintain at Tenant's  expense in good working  order and repair to register such
water consumption and Tenant shall pay for water consumed as shown on said meter
as additional rent as and when bills are rendered;  (d) cleaning service for the
demised  premises on business days at Owner's expense provided that the same are
kept in order by Tenant.  If,  however,  said  premises  are to be kept clean by
Tenant,  it shall  be done at  Tenant's  sole  expense,  in a manner  reasonably
satisfactory  to Owner and no one other than persons  approved by Owner shall be
permitted  to enter said  premises or the  building of which they are a part for
such  purpose.  Tenant  shall pay Owner the cost of removal  of any of  Tenant's
refuse and rubbish from the building;  (e) If the demised  premises are serviced
by   Owner's   air    conditioning/cooling    and   ventilating    system,   air
conditioning/cooling will be furnished to Tenant from May 15th through September
30h on business days (Mondays through Fridays, holidays excepted) from 8:00 a.m.
to 6:00 p.m.  and  ventilation  will be  furnished  on business  days during the
aforesaid  hours  except when air  conditioning/cooling  is being  furnished  as
aforesaid.  If Tenant requires air  conditioning/cooling or ventilation for more
extended hours or on Saturdays, Sundays or on holidays, as defined under Owner's
contract with Operating  Engineers Local 94-94A,  Owner will furnish the same at
Tenant's expense.  RIDER to be added in respect to rates and conditions for such
additional  service;  (f)  Owner  reserves  the  right to stop  services  of the
heating,  elevators,  plumbing,  air-conditioning,  electric,  power  systems or
cleaning or other services,  if any, when necessary by reason of accident or for
repairs, alterations, replacements or improvements necessary or desirable in the
judgment of Owner for as long as may be reasonably  required by reason  thereof.
If the  building  of which the demised  premises  are a part  supplies  manually
operated  elevator service,  Owner at any time may substitute  automatic control
elevator  service and proceed  diligently with  alterations  necessary  therefor
without in any wise affecting this lease or the obligation of Tenant hereunder.

Captions:  30. The Captions are inserted only as a matter of convenience and for
reference  and in no way define,  limit or describe  the scope of this lease nor
the intent of any provisions thereof.

Definitions:  31. The term "office", or "offices",  wherever used in this lease,
shall not be construed to mean premises used as a store or stores,  for the sale
or display,  at any time, of goods,  wares or merchandise,  of any kind, or as a
restaurant,  shop,  booth,  bootblack or other stand,  barber shop, or for other
similar  purposes or for  manufacturing.  The term  "Owner"  means a landlord or
lessor,  and as used in this lease  means only the owner,  or the  mortgagee  in
possession, for the time being of the land and building (or the owner of a lease
of the building or of the land and building) of which the demised  premises form
a part,  so that in the event of any sale or sales of said land and  building or
of said lease,  or in the event of a lease of said building,  or of the land and
building,  the said Owner shall be and hereby is entirely  freed and relieved of
all covenants and  obligations  of
<PAGE>

Owner hereunder,  and it shall be deemed and construed without further agreement
between the parties or their successors in interest,  or between the parties and
the purchaser,  at any such sale, or the said lessee of the building,  or of the
land and building,  that the purchaser or the lessee of the building has assumed
and  agreed  to  carry  out any and all  covenants  and  obligations  of  Owner,
hereunder.  The words  "re-enter"  and  "re-entry" as used in this lease are not
restricted to their technical legal meaning. The term "business days" as used in
this lease  shall  exclude  Saturdays,  Sundays  and all days as observed by the
State or Federal  Government as legal holidays and those  designated as holidays
by the applicable  building  service union employees  service contract or by the
applicable  Operating Engineers contract with respect to HVAC service.  Wherever
it is expressly  provided in this lease that consent  shall not be  unreasonably
withheld, such consent shall not be unreasonably delayed.

Adjacent  Excavation-Shoring:  32.  If an  excavation  shall be made  upon  land
adjacent to the demised  premises,  or shall be  authorized  to be made,  Tenant
shall  afford to the person  causing  or  authorized  to cause such  excavation,
license to enter upon the demised premises for the purpose of doing such work as
said person  shall deem  necessary to preserve the wall of the building of which
demised  premises  form a part from  injury or damage and to support the same by
proper foundations  without any claim for damages or indemnity against Owner, or
diminution of abatement of rent.

Rules and  Regulations:  33. Tenant and Tenant's  servants,  employees,  agents,
visitors, and licensees shall observe faithfully,  and comply strictly with, the
Rules  and  Regulations  and  such  other  and  further   reasonable  Rules  and
Regulations  as Owner or Owner's  agents may from time to time adopt.  Notice of
any additional  rules or regulations  shall be given in such manner as Owner may
elect.  In case Tenant  disputes the  reasonableness  of any additional  Rule or
Regulation  hereafter  made or adopted by Owner or Owner's  agents,  the parties
hereto  agree to  submit  the  question  of the  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 Owner within fifteen (15) days
after the giving of notice  thereof.  Nothing in this lease  contained  shall be
construed to impose upon Owner any duty or  obligation  to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other  tenant and Owner shall not be liable to Tenant for  violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.

Security:  34. Tenant has deposited with Owner the sum of $ NONE as security for
the faithful  performance and observance by Tenant of the terms,  provisions and
conditions  of this  lease;  it is agreed that in the event  Tenant  defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional  rent or any other sum as to
which  Tenant  is in  default  or for any sum which  Owner may  expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants  and  conditions  of this  lease,  including  but not  limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency  accrued  before or after summary  proceedings  or other  re-entry by
Owner.  In the event that Tenant shall fully and  faithfully  comply with all of
the terms,  provisions,  covenants and  conditions  of this lease,  the security
shall be  returned  to Tenant  after the date  fixed as the end of the Lease and
after  delivery of entire  possession of the demised  premises to Owner.  In the
event of a sale of the land and  building or leasing of the  building,  of which
the demised  premises  form a part,  Owner shall have the right to transfer  the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security,  and it is agreed that the
provisions  hereof  shall  apply to every  transfer  or  assignment  made of the
security to a new Owner.  Tenant  further  covenants  that it will not assign or
encumber  or  attempt  to assign or  encumber  the  monies  deposited  herein as
security and that neither Owner nor its  successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Estoppel  Certificate:  35. Tenant,  at any time, and from time to time, upon at
least 10 days' prior notice by Owner, shall execute,  acknowledge and deliver to
Owner,  and/or to any other person,  firm or  corporation  specified by Owner, a
statement  certifying that this Lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force and effect
as modified and stating the modifications),  stating the dates to which the rent
and additional  rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.

Successors and Assigns:  36. The covenants,  conditions and agreements contained
in this lease  shall bind and inure to the benefit of Owner and Tenant and their
respective  heirs,  distributees,  executors,  administrators,  successors,  and
except as otherwise  provided in this lease,  their  assigns.  Tenant shall look
only  to  Owner's  estate  and  interest  in the  land  and  building,  for  the
satisfaction  of Tenant's  remedies for the  collection  of a judgment (or other
judicial  process) against Owner in the event of any default by Owner hereunder,
and no other property or assets of such Owner (or any partner,  member,  officer
or  director  thereof,  disclosed  or  undisclosed),  shall be  subject to levy,
execution  or other  enforcement  procedure  for the  satisfaction  of  Tenant's
remedies  under or with  respect to this lease,  the  relationship  of Owner and
Tenant hereunder, or Tenant's use and occupancy of the demised premises.


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

Witness for Owner:                             175-20 HILLSIDE AVENUE ASSOCIATES


                                               By: /s/ Leonard Adler
------------------------------------              ------------------------------
Witness for Tenant:                            ALLEN HEALTH CARE SERVICES, INC.


                                               By: /s/ Richard Garofalo
------------------------------------              ------------------------------

<PAGE>


                                 ACKNOWLEDGMENTS
<TABLE>
<CAPTION>

CORPORATE OWNER                                             CORPORATE TENANT
STATE OF NEW YORK ss.:                                      STATE OF NEW YORK ss.:
County of                                                   County of

<S>                  <C>                                                       <C>
On this day of , 20__,  before me personally                On this day of , 20__,  before  me  personally
came ________________to me known, who being by me           came ____________to me known, who being by me
duly sworn,  did depose and say that he resides in          duly sworn, did depose and say that he resides in
__________________________ that he is the ________          __________________________ that he is the________
_______________________________of_________________          _______________________________ of_______________
                        the corporation  described                                  the corporation  described
in and which executed the foregoing  instrument, as         in and which executed the foregoing  instrument, as
OWNER;  that he knows the seal of said corporation;         TENANT;  that he knows the seal of said corporation;
the seal affixed to said instrument is such corporate       the seal affixed to said instrument is such corporate
seal;  that it was so affixed by order of the Board of      seal;  that it was so affixed by order of the Board of
Directors of said corporation, and that he signed his       Directors of said corporation, and that he signed his
name thereto by like order.                                 name thereto by like order.

------------------------------------                        ------------------------------------
INDIVIDUAL OWNER                                            INDIVIDUAL TENANT
STATE OF NEW YORK ss.:                                      STATE OF NEW YORK ss.:
County of                                                   County of


On this______ day of _____, 20__,  before me personally     On this______ day of _____, 20__,  before me personally
came ________________to me known, and known to me to        came ________________to me known, and known to me to
be the individual described in and who, as OWNER, executed  be the individual described in and who, as TENANT, executed
the foregoing instrument and  acknowledged  to me           the foregoing instrument and  acknowledged  to me
that___________he executed the same. he executed the same.  that___________he executed the same. he executed the same.


------------------------------------                        ------------------------------------
</TABLE>

<PAGE>


                                    GUARANTY
<TABLE>
<CAPTION>

<S>                                                         <C>    <C>    <C>    <C>    <C>    <C>
         FOR VALUE RECEIVED,  and in consideration for, and          -----------------------------------
as an  inducement  to Owner  making the  within  lease with          Guarantor's Residence
Tenant,  the  undersigned   guarantees  to  Owner,  Owner's
successors and assigns the full  performance and observance          -----------------------------------
of all the covenants,  conditions and  agreements,  therein          Business Address
provided to be performed and observed by Tenant,  including
the "Rules and  Regulations" as therein  provided,  without          -----------------------------------
requiring any notice of  non-payment,  non-performance,  or          Firm Name
non-observance,  or proof, or notice, or demand, whereby to
charge  the   undersigned   therefor,   all  of  which  the
undersigned  hereby  expressly  waives and expressly agrees
that the validity of this agreement and the  obligations of          STATE OF NEW YORK             )   ss.:
the  guarantor  hereunder  shall in no wise be  terminated,
affected or impaired  by reason of the  assertion  by Owner          COUNTY OF                     )
against  Tenant of any of the rights or  remedies  reserved
to Owner  pursuant to the  provisions  of the within lease.
The  undersigned  further  covenants and agrees that this            On this day of , 20__,before me personally  came
guaranty shall remain and continue in full force and                 __________________to me  known, and known to me to be the
effect as to any renewal, modification or extension of this          individual  described in, and who executed the foregoing
lease and during any period when Tenant is occupying the             Guaranty and acknowledged to me that he executed the same.
premises as a "statutory  tenant." As a further  inducement
to Owner to make this lease and in consideration thereof, Owner
and the undersigned covenant and agree that in any action or
proceeding  brought by either  Owner  of the undersigned against                                 _____________________________
the  other  on any matters whatsoever arising out of, under,                                                Notary
or by virtue of the terms of this lease or of this guarantee
that Owner and the undersigned shall and do hereby waive trial
by jury.
</TABLE>
Dated:                                      20
      ---------------------------------        ------

---------------------------------------
Guarantor

---------------------------------------
Witness

                             IMPORTANT - PLEASE READ

RULES AND  REGULATIONS  ATTACHED  TO AND MADE APART OF THIS LEASE IN  ACCORDANCE
WITH ARTICLE 33.

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

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

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

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

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

6. No Tenant shall mark, paint, drill into, or in any way deface any part of the
demised  premises or the building of which they form a part. No boring,  cutting
or stringing of wires shall be permitted,  except with the prior written consent
of  Owner,  and as Owner may  direct.  No Tenant  shall lay  linoleum,  or other
similar floor  covering,  so that the same shall come in direct contact with the
floor of the demised premises,  and, if linoleum or other similar floor covering
is desired to be used an interlining of builder's  deadening felt shall be first
affixed to the floor by a paste or other material,  soluble in water, the use of
cement or other similar adhesive material being expressly prohibited.

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

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

9.  Canvassing,  soliciting  and peddling in the building is prohibited and each
Tenant  shall  cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all persons who do not
present a pass to the building  signed by Owner.  Owner will  furnish  passes to
persons  for whom any Tenant  requests  same in writing.  Each  Tenant  shall be
responsible  for all persons for whom he requests  such pass and shall be liable
to Owner for all acts of such  persons.  Tenants  shall not have a claim against
Owner by reason of Owner  excluding  from the  building  any person who does not
present such pass.

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

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

13. If the building  contains central air  conditioning and ventilation,  Tenant
agrees  to keep all  windows  closed  at all times and to abide by all rules and
regulations  issued by Owner with respect to such services.  If Tenant  requires
air conditioning or ventilation after the usual hours,  Tenant shall give notice
in  writing to the  building  superintendent  prior to 3:00 p.m.  in the case of
services  required on weekdays,  and prior to 3:00 p.m. on the day prior in case
of after  hours  service  required  on weekends  or on  holidays.  Tenant  shall
cooperate with Owner in obtaining maximum effectiveness of the cooling system by
lowering and closing  venetian  blinds and/or drapes and curtains when the sun's
rays fall directly on the windows of the demised premises.

14. Tenant shall not move any safe,  heavy  machinery,  heavy  equipment,  bulky
matter,  or fixtures into or out of the building  without  Owner's prior written
consent. If such safe,  machinery,  equipment,  bulky matter or fixture requires
special  handling,  all  work in  connection  therewith  shall  comply  with the
Administrative  Code of the City of New York and all other laws and  regulations
applicable thereto and shall be done during such hours as Owner may designate.

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

<PAGE>

                          RIDER ATTACHED TO AND FORMING
                    PART OF LEASE DATED SEPTEMBER ____, 2000
                      BY AND BETWEEN 175-20 HILLSIDE AVENUE
                    ASSOCIATES, AS LANDLORD AND ALLEN HEALTH
                         CARE SERVICES, INC., as TENANT

                  37.  This  rider  is  hereby  made  part  of the  lease  above
described to which it is attached and in each instance in which the  provisions,
or any part thereof,  of this rider shall contradict or be inconsistent with the
provisions,  or any part  thereof,  of said lease as  constituted  without  this
rider,   the  provisions  of  this  rider  shall  prevail  and  govern  and  the
contradicted  or  inconsistent  provisions of said lease shall be deemed amended
accordingly.

                  38.  Whenever  in this lease any sum,  amount,  item or charge
shall be designated or considered as additional  rent,  the Landlord  shall have
the same rights and remedies for the  nonpayment  thereof as the Landlord  would
have for the  nonpayment  of the fixed or minimum  rent therein  stipulated  and
provided  for to be paid by the  Tenant.  In the event that any payment of rent,
additional rent, etc., to be made by Tenant hereunder shall become overdue for a
period  in excess  of five  days,  a "late  charge"  equal to 5% of the  overdue
payment may be charged by Landlord, and shall be payable by Tenant as additional
rent on the 1st day of the month  following  Landlord's  demand  therefore.  The
phrase  "rent"  as used in this  lease  shall  mean the  fixed or  minimum  rent
reserved   hereunder  together  with  the  other  charges  hereunder  which  are
identified as, or deemed to be, additional rent.

                  39. In  consideration of the tenants doing its own renovation,
the base rent for the first two years commencing on August 1, 2000 and ending on
July 31,  2002 shall be  $225,996.00  yearly  payable at the rate of  $18,833.00
monthly.

                  Yearly thereafter,  commencing on August 1, 2002 the base rent
shall increase by the CPI but in no event shall the increase be less than 5% nor
exceed 10% yearly. The lease terminates on July 31, 2005.

                  40. As additional  rent,  the tenant shall pay 87.6% of all of
the operating costs and expenses of the building including utilities  (electric,
gas, water) maintenance,  repairs, garbage removal, etc. It is intended that the
landlord's  sole  responsibility  shall be to pay the real  estate  taxes on the
building in an amount not to exceed the amount which is payable for the tax year
commencing  July 1, 2000 and ending on June 30, 2001,  and the hazard  insurance
covering the building.

                  41. The  Tenant has  thoroughly  examined  the herein  demised
premises and is fully  familiar  with the  condition  thereof.  Tenant agrees to
accept the said premises "as is" and in such  condition as the same may be in at
the  date of  commencement  of the term of this  lease.  Landlord  shall  not be
obligated or required to do any work or to make any  alterations  or install any
fixtures,  equipment or improvements,  or make any repairs or replacements to or
in the demised premises in order to fit the same for Tenant's use.
<PAGE>

                  42.  Supplementing  that  provisions  of  Article  "8" of this
lease,  Tenant  agrees that during the term of this lease,  Tenant,  at its sole
cost and expense, shall carry and maintain the following types of insurance:

                           (1) Fire and extended coverage insurance covering any
improvements  and betterments  which may be made by Tenant  (including,  but not
limited  to,  painting,  light  fixtures,  floor  covering  and  partitions,  if
installed  by Tenant) in or to the demised  premises  against  loss or damage by
fire and  against  loss or damage by other  risks now or  hereafter  embraced by
"extended  coverage"  so-called in an amount not less than ONE HUNDRED  THOUSAND
($100,000.00) DOLLARS.

                           (2)   Comprehensive   public   liability   insurance,
including  property damage,  insuring  Landlord and Tenant against liability for
injury to persons or  property  occurring  in or about the  demised  premises or
arising out of the ownership, maintenance, use, or occupancy thereof. The limits
of  coverage  under  such   insurance   shall  not  be  less  than  ONE  MILLION
($1,000,000.00)  DOLLARS for any one person  injured or killed and not less than
THREE MILLION  ($3,000,000.00) DOLLARS for one accident and ONE HUNDRED THOUSAND
($100,000.00) DOLLARS for property damage per accident.

                  43. The Tenant,  at its own cost and expense,  shall take good
care  of  the  demised  premises,  make  all  repairs  ordinary,  extraordinary,
unforeseen, and shall maintain and keep the said demised premises in first-class
order,  repair and condition.  The Tenant shall also keep the sidewalks in front
of the demised  premises and all public  portions  free and clear from  rubbish,
trash,  ice and snow and shall not  encumber or  obstruct  the same or allow the
same to be encumbered or  obstructed in any manner.  The Tenant shall  indemnify
and hold the Owner  harmless of and from any and all claims or demands,  upon or
raising out of any  accident,  injury or damage to any person or property  which
shall or may happen in or upon the demised premises or any part thereof, or upon
the sidewalks about said premises,  caused by Tenant, and shall keep the demised
premises free and clear of any and all mechanics liens or other similar liens or
charges incidental to work done or material supplied in or about the premises.

                  44. Owner shall not be held  responsible for any damage to the
demised  premises or its contents  resulting  from any party  attempting to gain
entrance to the demised  premises  either  legally,  illegally or otherwise.  In
addition,  Owner shall not be held responsible for any water, drainage,  snow or
ice damage of any kind to the demised premises or its contents.

                                       2
<PAGE>



                  It is specifically  understood and agreed that Landlord is not
responsible  for any damage to the  demised  premises,  including  the  exterior
thereof, as the result of vandalism, malicious mischief, criminal trespassing or
criminal  act, and that any such damages are to be repaired  and/or  restored by
Tenant at Tenant's own cost and expense.

                                               175-20 HILLSIDE AVENUE ASSOCIATES



                                               By: /s/ Leonard Adler
                                                  ------------------------------
                                                                        Landlord

                                               ALLEN HEALTH CARE SERVICES, INC.



                                               By:  /s/ Richard Garofalo
                                                  ------------------------------
                                                                          Tenant

                                        3