AGREEMENT OF LEASE

                                     Between


                       LIGHTHOUSE 444 LIMITED PARTNERSHIP,
                                      Owner



                                       and


                                 GTJ CO., INC.,
                                     Tenant










                                    Premises
                            Portion Third (3rd) Floor
                                444 Merrick Road
                               Lynbrook, New York

                          Dated as of: April ___, 2005


<PAGE>
                                TABLE OF CONTENTS

ARTICLE 1       Demised Premises, Term, Rents
ARTICLE 2       Use and Occupancy
ARTICLE 3       Alterations
ARTICLE 4       Ownership of Improvements
ARTICLE 5       Repairs
ARTICLE 6       Compliance With Laws
ARTICLE 7       Subordination, Attornment, Etc.
ARTICLE 8       Property Loss, Etc.
ARTICLE 9       Destruction-Fire or Other Casualty
ARTICLE 10      Eminent Domain
ARTICLE 11      Assignment and Subletting
ARTICLE 12      As Is/ Owner's Initial Work
ARTICLE 13      Access to Demised Premises
ARTICLE 14      Vault Space
ARTICLE 15      Certificate of Occupancy
ARTICLE 16      Default
ARTICLE 17      Remedies
ARTICLE 18      Damages
ARTICLE 19      Fees and Expenses; Indemnity
ARTICLE 20      Entire Agreement
ARTICLE 21      End of Term
ARTICLE 22      Quiet Enjoyment
ARTICLE 23      Escalation
ARTICLE 24      No Waiver
ARTICLE 25      Mutual Waiver of Trial by Jury
ARTICLE 26      Inability to Perform
ARTICLE 27      Notices
ARTICLE 28      Partnership Tenant
ARTICLE 29      Utilities and Services
ARTICLE 30      Table of Contents, Etc.
ARTICLE 31      Miscellaneous Definitions, Severability and Interpretation
                Provisions
ARTICLE 32      Adjacent Excavation
ARTICLE 33      Building Rules
ARTICLE 34      Broker
ARTICLE 35      Intentionally Omitted
ARTICLE 36      Arbitration, Etc.
ARTICLE 37      Parties Bound
ARTICLE 38      Substitute Space
ARTICLE 39      Tenant's Termination Option
ARTICLE 40      Tenant's Right of First Offer For Additional Space
ARTICLE 41      Renewal Options
EXHIBIT A       Floor Plan of Demised Premises
EXHIBIT B       Owner's Initial Work
SCHEDULE A      Building Rules
SCHEDULE B      Owner's Cleaning Services


                                      -i-
<PAGE>

     LEASE  dated  as of the ___ day of  April,  2005,  between  LIGHTHOUSE  444
LIMITED PARTNERSHIP,  a Delaware limited partnership having its principal office
at c/o Lighthouse Real Estate Management,  LLC, 444 Merrick Road, Lynbrook,  New
York,  11563,  as  landlord  (referred  to as  "Owner"),  and GTJ CO.,  INC.,  a
______________     corporation,     having    its     principal     office    at
____________________________, as tenant (referred to as "Tenant").

                              W I T N E S S E T H:
Owner and Tenant hereby covenant and agree as follows:


                                   ARTICLE 1
                          DEMISED PREMISES, TERM, RENTS

     Section 1.01.  Demised  Premises:  Owner hereby leases to Tenant and Tenant
hereby  hires from Owner a portion of the third  (3rd)  floor known as Suite 370
and a portion of the basement,  each as more particularly shown by outlining and
diagonal  markings on the floor plans  annexed  hereto and made a part hereof as
Exhibits "A-1" and "A-2" respectively, in the building known as 444 Merrick Road
in the Village of Lynbrook, Town of Hempstead, County of Nassau and State of New
York (said building is referred to as the "Building",  and the Building together
with the land upon which it stands is  referred to as the "Real  Property"),  at
the annual rental rate or rates set forth in Section 1.03,  and upon and subject
to all of the terms,  covenants  and  conditions  contained  in this Lease.  The
premises  leased  to  Tenant,   together  with  all   appurtenances,   fixtures,
improvements, additions and other property attached thereto or installed therein
at the  commencement  of, or at any time during,  the term of this Lease,  other
than  Tenant's  Personal  Property  (as defined in Article 4), are  referred to,
collectively, as the "Demised Premises".

     Section 1.02.  Demised Term:  A.The Demised  Premises are leased for a term
(referred  to as the  "Demised  Term") to commence on a date fixed by Owner in a
notice to Tenant not sooner than five (5) days next following the giving of such
notice,  which notice  shall state that Owner has, or prior to the  commencement
date fixed in such notice,  will have,  substantially  completed Owner's Initial
Work (as  defined in  Article  12),  and to end on the last day of the  calendar
month in which the day immediately  preceding the fifth (5th) anniversary of the
Rent Commencement Date (as hereinafter  defined) shall occur, unless the Demised
Term  shall  sooner  terminate  pursuant  to  any  of the  terms,  covenants  or
conditions  of this Lease or  pursuant  to law.  For  purposes  hereof,  Owner's
Initial Work shall be deemed  substantially  completed  notwithstanding the fact
that details of  construction,  or decoration,  if any,  remain to be performed,
which such  omissions do not materially  interfere with Tenant's  performance of
Tenant's work to prepare the Demised Premises for Tenant's initial occupancy, or
Tenant's occupancy of the Demised Premises for the conduct of its business.

     B.  Notwithstanding  anything in  Subsection  A of this Section 1.02 to the
contrary,  if,  on or prior to the date set forth in said  Subsection  A for the
commencement  of the Demised  Term,  Owner shall have  failed  substantially  to
complete  Owner's Initial Work, then: (a) the Demised Term shall not commence on
the date set forth in said Subsection A but shall, instead,  commence on a date,
fixed by Owner in a  notice  to  Tenant,  not  sooner  than  five (5) days  next
following  the date of the giving of such notice,  which notice shall state that
Owner has,  or prior to the  commencement  date fixed in said  notice will have,
substantially completed Owner's Initial Work; and (b) the Demised Term shall end
on the last day of the calendar month in which the day immediately preceding the
fifth (5th) anniversary date of the Rent  Commencement Date shall occur,  unless
sooner terminated pursuant to any of the terms,  covenants or conditions of this
Lease or pursuant to law; and (c) except as  aforesaid,  neither the validity of
this Lease nor the  obligations  of Tenant  under this Lease  shall be  affected
thereby.  The date upon  which the  Demised  Term  shall  commence  pursuant  to
Subsection A of this Section or pursuant to this  Subsection B is referred to as
the  "Commencement  Date",  and the date fixed pursuant to said  Subsection A or
this  Subsection B as the date upon which the Demised Term shall end is referred
to as the "Expiration Date".

     C. Tenant waives any right to rescind this Lease under Section 223-a of the
New York Real  Property Law or any successor  statute of similar  import then in
force and further  waives the right to recover any damages which may result from


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<PAGE>

Owner's  failure to deliver  possession of the Demised  Premises on the date set
forth in  Subsection  A of this  Section,  or in any notice  given  pursuant  to
Subsection B of this Section, for the commencement of the Demised Term.

     D. After the determination of the Commencement  Date, Owner and Tenant each
agree,  upon demand of the other party,  to execute,  acknowledge and deliver to
the requesting  party, an instrument,  in form reasonably  satisfactory to Owner
and Tenant, setting forth said Commencement Date and the Expiration Date.

     Section  1.03.  The  Lease is made at the  following  annual  rental  rates
(referred to as "Fixed Rent":

          1. ONE HUNDRED  TWENTY-THREE  THOUSAND SEVEN HUNDRED  TWENTY-FIVE  AND
     50/100 ($123,725.50) DOLLARS with respect to the period (referred to as the
     "First Rent Period")  from the  Commencement  Date to and  including  first
     (1st) anniversary of the Commencement Date;

          2. ONE HUNDRED  TWENTY-SEVEN  THOUSAND FOUR HUNDRED  THIRTY-SEVEN  AND
     27/100  ($127,437.27)  DOLLARS with respect to the next year of the Demised
     Term (referred to as the "Second Rent Period");

          3. ONE  HUNDRED  THIRTY-ONE  THOUSAND  TWO  HUNDRED  SIXTY AND  38/100
     ($131,260.38)  DOLLARS  with  respect to the next year of the Demised  Term
     (referred to as the "Third Rent Period");

          4. ONE  HUNDRED  THIRTY-FIVE  THOUSAND  ONE HUNDRED  NINETY-EIGHT  AND
     19/100  ($135,198.19)  DOLLARS with respect to the next year of the Demised
     Term (referred to as the "Fourth Rent Period"); and

          5. ONE HUNDRED THIRTY-NINE  THOUSAND TWO HUNDRED FIFTY-FOUR AND 14/100
     ($139,254.14)  DOLLARS  with  respect to the  remainder of the Demised Term
     (referred to as the "Fifth Rent Period").

     The  parties  acknowledge  that the Fixed  Rent set  forth in this  Section
1.03(A)  represents  the Fixed Rent due and payable  with  respect to the entire
Demised Premises.

     B. The Fixed Rent, any increases in the Fixed Rent and any additional  rent
payable  pursuant to the  provisions of this Lease shall be payable by Tenant to
Owner at its office (or at such other place as Owner may  designate  in a notice
to Tenant) 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 or by
Tenant's  good check drawn on a bank or trust  company with a branch  located in
Nassau County and which is a member of the New York  Clearinghouse  Association,
without  prior demand  therefor  and without any offset or deduction  whatsoever
except as otherwise specifically provided in this Lease. The Fixed Rent shall be
payable in equal monthly installments in advance, on the first (1st) day of each
month  during the  Demised  Term  (except  as  otherwise  provided  in C of this
Section), as follows:

          1. TEN THOUSAND THREE HUNDRED TEN AND 46/100 ($10,310.46) DOLLARS with
     respect to the First Rent Period;


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<PAGE>

          2. TEN THOUSAND SIX HUNDRED NINETEEN AND 77/100  ($10,619.77)  DOLLARS
     with respect to the Second Rent Period;

          3. TEN THOUSAND  NINE  HUNDRED  THIRTY-EIGHT  AND 37/100  ($10,938.37)
     DOLLARS with respect to the Third Rent Period;

          4. ELEVEN  THOUSAND  TWO  HUNDRED  SIXTY-SIX  AND 52/100  ($11,266.52)
     DOLLARS with respect to the Fourth Rent Period; and

          5. ELEVEN  THOUSAND SIX HUNDRED FOUR AND 51/100  ($11,604.51)  DOLLARS
     with respect to the Fifth Rent Period.

     C.  The sum of TEN  THOUSAND  THREE  HUNDRED  TEN and  46/100  ($10,310.46)
DOLLARS,  representing  the  installment  of Fixed Rent for the first (1st) full
calendar  month of the Demised  Term after the  expiration  of the Rent  Holiday
Period (as hereinafter defined), is due and payable at the time of the execution
and  delivery of this Lease.  In the event that the Rent  Commencement  Date (as
hereinafter defined) shall occur on a date other than the first (1st) day of any
calendar  month,  Tenant shall pay to Owner, on the first (1st) day of the month
next succeeding the month during which the Rent Commencement Date shall occur, a
sum equal to THREE HUNDRED FORTY-THREE and 68/100 ($343.68) DOLLARS,  multiplied
by the number of calendar days in the period from the Rent  Commencement Date to
the last day of the month in which the Rent  Commencement Date shall occur, both
inclusive. Such payment, together with the sum paid by Tenant upon the execution
of this Lease,  shall  constitute  payment of the Fixed Rent for the period from
the Rent  Commencement Date to and including the last day of the next succeeding
calendar month.

     D. If Tenant  shall use or occupy all or any part of the  Demised  Premises
for the  conduct  of  business  prior  to the  Commencement  Date,  such  use or
occupancy shall be deemed to be under all of the terms, covenants and conditions
of this Lease, including, without limitation, the covenant to pay Fixed Rent for
the period from the  commencement  of said use or occupancy to and including the
date immediately  preceding the Commencement Date, without,  however,  affecting
the  Expiration  Date.  The  provisions of the foregoing  sentence  shall not be
deemed  to give to  Tenant  any  right to use or  occupy  all or any part of the
Demised Premises prior to the Commencement Date without the consent of Owner.

     E. To reflect the fact that the portion of the Demised  Premises located in
the basement of the Building  (the  "Storage  Space")  shall be used for storage
purposes and not for executive and general offices of Tenant,  the parties agree
that:

          (i) The Fixed Rent allocable to the Storage Space is as follows:

          1. THIRTY-FOUR  THOUSAND FIVE HUNDRED AND 00/100 ($34,500.00)  DOLLARS
     per annum with respect to the First Rent Period;

          2.   THIRTY-FIVE   THOUSAND  FIVE  HUNDRED   THIRTY-FIVE   AND  00/100
     ($35,535.00) DOLLARS per annum with respect to the Second Rent Period;

          3. THIRTY-SIX THOUSAND SIX HUNDRED ONE AND 05/100 ($36,601.05) DOLLARS
     per annum with respect to the Third Rent Period;

          4.   THIRTY-SEVEN   THOUSAND  SIX  HUNDRED   NINETY-NINE   AND  08/100
     ($37,699.08) DOLLARS per annum with respect to the Fourth Rent Period; and


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<PAGE>

          5. THIRTY-EIGHT  THOUSAND EIGHT HUNDRED THIRTY AND 05/100 ($38,830.05)
     DOLLARS per annum with respect to the Fifth Rent Period.

     The  remainder  of the Fixed  Rent is  allocable  to the  remainder  of the
Demised Premises.

          (ii)  Notwithstanding  anything to the  contrary  contained in Section
     2.01,  Tenant  shall only use the  Storage  Space  portion  of the  Demised
     Premises for storage  purposes in connection  with the use by Tenant of the
     remainder of the Demised Premises.

          (iii)  Notwithstanding  anything to the contrary contained in Articles
     9, 10 and 11 of the Lease, any abatements and apportionments and reductions
     of  the  Fixed  Rent  referred  to  in  said   Articles   shall  take  into
     consideration  the  allocation  of Fixed Rent between the  remainder of the
     Demised Premises and the Storage Space, and Tenant shall not have any right
     to sublet the Storage Space except in its entirety to a subtenant of all or
     a portion of the remainder of the Demised Premises.

          (iv) Notwithstanding  anything to the contrary contained in Article 15
     of the Lease, the Certificate of Occupancy covering the Storage Space shall
     permit the Storage Space to be used only for storage.

          (v)  Notwithstanding  anything to the contrary contained in Article 29
     of the Lease,  Owner  shall not in any event be  required  to  furnish  any
     services to the Storage  Space except (1) elevator  facilities  pursuant to
     the provisions of Section  29.01;  and (2) (so long as Owner shall continue
     to furnish or redistribute  electrical energy pursuant to the provisions of
     Section  29.04)  electrical  services for lighting  purposes  only,  and no
     representations  set forth in Section  29.04 with  respect to the amount of
     electrical  service  available to the Demised  Premises  shall apply to the
     Storage Space.

     Section 1.04.  Tenant's General  Covenant:  Tenant covenants (i) to pay the
Fixed Rent,  any increases in the Fixed Rent,  and any  additional  rent payable
pursuant to the provisions of this Lease,  and (ii) to observe and perform,  and
to permit no violation of, the terms,  covenants and conditions of this Lease on
Tenant's part to be observed and performed.

     Section 1.05.  Rent Holiday:  Provided Tenant is not then in default in the
observance and performance of any of the terms, covenants and conditions of this
Lease on Tenant's part to be observed and performed, Tenant shall be entitled to
a  conditional  rent holiday and shall not be required to pay any portion of the
Fixed Rent with  respect to the period  (the  "Rent  Holiday  Period")  from the
Commencement  Date  to and  including  the  day  immediately  preceding  the day
forty-five (45) days next following the Commencement Date but during such period
Tenant  shall  otherwise  be  required  to comply  with all of the other  terms,
covenants  and  conditions  of this Lease on Tenant's  part to be  observed  and
performed,  including,  but not limited to, the  obligation to make all payments
pursuant to the  provisions  of Article 23 and Article 29. If at any time during
the Demised Term,  Tenant shall be in default in the observance and  performance
of any of the terms,  covenants and conditions of this Lease on Tenant's part to
be observed and  performed,  then the total sum of the Fixed Rent and  increases
therein so  conditionally  excused by operation of the  foregoing  provisions of
this Section shall become immediately due and payable by Tenant to Owner. If, as
of the  Expiration  Date,  Tenant shall not then be in default in the observance
and  performance of any of the terms,  covenants and conditions of this Lease on
Tenant's  part to be observed and  performed,  Owner shall waive  payment of all
such Fixed Rent and increases  therein so  conditionally  excused.  The day next
following the  expiration of the Rent Holiday Period shall be referred to herein
as the "Rent Commencement Date".

     Section  1.06.  A.  Tenant's  Option to Cancel  Due to  Owner's  Failure to
Deliver  Demised  Premises:  Notwithstanding  anything  in  this  Lease  to  the


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<PAGE>

contrary,  in the event that the Commencement  Date of this Lease shall not have
occurred on or prior to the date (said date, as same may be extended pursuant to
the  following  provisions  of this  Section  1.06,  referred  to as the  "Final
Delivery Deadline") which is seven (7) months following the date on which Tenant
shall  approve (in writing)  Owner's Work Plans (as defined in Exhibit B of this
Lease),  then Tenant shall have a single option ("Tenant's  Single  Cancellation
Option") to cancel this Lease and the Demised Term by giving  notice  ("Tenant's
Cancellation  Notice")  to  Owner of such  cancellation  on or prior to the date
which is ten (10) days immediately  following the Final Delivery Deadline.  Time
is of the essence with respect to the exercise by Tenant of such Tenant's Single
Cancellation Option.  Notwithstanding  anything to the contrary contained in the
foregoing  provisions of this  Section,  in the event that in the event that (x)
Owner  shall  substantially  complete  Owner's  Initial  Work prior to  Tenant's
delivery of Tenant's  Cancellation  Notice or (y) Tenant shall use or occupy all
or any  part  of the  Demised  Premises  for  any  purpose  (including,  without
limitation,  the  performance of any initial  Alterations  therein) prior to the
Commencement  Date,  then  Tenant's  Single  Cancellation  Option shall be of no
further force or effect and any Tenant's Cancellation Notice delivered after the
Commencement Date shall be of no force and effect.

     B.  Exercise  of  Tenant's  Cancellation  Option:  Upon the  giving of such
Tenant's Cancellation Notice described in subsection A above, this Lease and the
Demised  Term  shall  expire  and come to an end as of the date of the giving of
such Tenant's  Cancellation  Notice, and any prepaid rent and security deposited
by Tenant hereunder shall be promptly  returned to Tenant,  and Owner and Tenant
shall be released and  discharged  of and from any and all  liability  under the
provisions  of  this  Lease.  If  Tenant  shall  fail to  give  timely  Tenant's
Cancellation  Notice exercising  Tenant's Single  Cancellation  Option, then the
Demised Term shall commence and end in accordance with the provisions of Section
1.02 and Tenant's  Single  Cancellation  Option shall be of no further  force or
effect.

     C.  Owner's  Right To Extend Date of Delivery  of Demised  Premises:  Owner
shall have the right to extend the Final  Delivery  Deadline  set forth above in
this Section by a period equal to the  aggregate  of: (i) the number of days, if
any, of delay or delays in the commencement or substantial completion of Owner's
Initial Work occasioned by reason of Tenant's delays in submitting any plans and
specifications   or  in   supplying   information,   or  in   approving   plans,
specifications  or estimates,  or in giving  authorizations  or by reason of any
similar acts or omissions  of Tenant;  plus (ii) the number of days,  if any, of
delay or delays in the commencement or substantial completion of Owner's Initial
Work  occasioned  by reason of strikes or other  labor  disputes,  fire or other
casualty (or  reasonable  delays in adjustment of insurance),  accidents,  Legal
Requirements,  or by any other cause beyond Owner's reasonable control,  whether
or not such  other  cause  shall be  similar  in  nature  to those  hereinbefore
enumerated.  Owner shall give Tenant prompt notice of any events or delays which
shall trigger  Owner's  right to extend the Final  Delivery  Deadline;  however,
failure to give such notice  shall not  prohibit  the  extension of said date by
Owner for the reasons set forth above.


                                   ARTICLE 2
                                USE AND OCCUPANCY

     Section  2.01.  General  Covenant of Use:  Tenant  shall use and occupy the
Demised Premises for the following  purpose:  General and executive offices and,
with  respect to the Storage  Space,  for storage  purposes in  connection  with
Tenant's use of the remainder of the Demised Premises, for no other purpose.

     Section 2.02. No Adverse Use: Tenant shall not use or occupy, or permit the
use or occupancy of, the Demised  Premises or any part thereof,  for any purpose
other than the purpose  specifically set forth in Section 2.01, or in any manner
which, in Owner's judgment, (a) shall adversely affect or interfere with (i) any
services  required to be  furnished by Owner to Tenant or to any other tenant or
occupant of the  Building,  or (ii) the proper and  economical  rendition of any
such  service,  or (iii) the use or enjoyment of any part of the Building by any
other tenant or occupant,  or (b) shall tend to impair the  character or dignity
of the Building.


                                       5
<PAGE>

     Section 2.03.  Prohibited Uses:  Without in any way limiting the generality
of Section  2.02,  Tenant shall not use or occupy or permit the use or occupancy
of, the Demised Premises or any part thereof as (i) a restaurant,  bar, cocktail
lounge or coffee shop,  or (ii) a commercial  bank,  savings bank or savings and
loan association.


                                   ARTICLE 3
                                  ALTERATIONS

     Section  3.01.  General  Alteration  Covenants:  Tenant  shall  not make or
perform, or permit the making or performance of, any alterations, installations,
decorations,  improvements,  additions or other physical changes in or about the
Demised Premises (referred to collectively, as "Alterations" and individually as
an  "Alteration")  without Owner's prior consent in each instance.  Owner agrees
not  unreasonably  to  withhold  its consent to any  non-structural  Alterations
proposed  to be made by  Tenant  to adapt  the  Demised  Premises  for  Tenant's
business purposes;  however,  Owner may arbitrarily withhold such consent if, in
Owner's  reasonable   judgment,   the  estimated  aggregate  cost  of  any  such
Alterations  constituting  a single  project  exceeds the sum of Fifty  Thousand
($50,000) Dollars.  Owner agrees that Tenant may, without Owner's prior consent,
make  Alterations  which are  merely  decorative  or  cosmetic  changes or other
non-structural Alterations in the Demised Premises,  provided that the estimated
cost  of  same  constituting  a  single  project  shall  not  exceed  the sum of
Twenty-Five  Thousand  and 00/100  ($25,000.00)  Dollars  and the same shall not
affect the electrical,  plumbing, heating, ventilation,  air-conditioning or any
other  Building  system or any  portion of the  Building  outside of the Demised
Premises  (any  such  merely  decorative  or  cosmetic  Alteration  meeting  the
aforesaid  criteria  is  referred  to  as a  "Decoration"  and  any  such  other
non-structural  Alteration  meeting the  aforesaid  criteria is referred to as a
"Qualified  Non-Structural  Alteration").  Although Owner's consent shall not be
required with respect to whether Tenant may perform any Qualified Non-Structural
Alteration,  at least  ten (10) days  prior to the  commencement  of such  work,
Tenant shall submit to Owner detailed plans and specifications as required under
Section I below to enable Owner to determine  the nature and extent of such work
and to allow  Owner to review  the manner in which any such  proposed  Qualified
Non-Structural  Alterations are to be performed.  Notwithstanding  the foregoing
provisions  of  this  Section  or  Owner's  consent  to  any  Alterations,   all
Alterations  shall be made and performed in  conformity  with and subject to the
following provisions:

     A. All  Alterations  shall be made and  performed at Tenant's sole cost and
expense  and at such time and in such  manner as Owner  may,  from time to time,
designate;

     B. No Alteration  shall  adversely  affect the structural  integrity of the
Building;

     C. Alterations  shall be made only by contractors or mechanics  approved by
Owner,  such  approval  not  unreasonably  to be withheld  (notwithstanding  the
foregoing,  all Alterations  requiring mechanics in trades with respect to which
Owner has adopted or may hereafter adopt a list or lists of approved contractors
shall be made only by contractors selected by Tenant from such list or lists and
Owner  shall have sole  discretion  with  respect to the  contractor  performing
connections to the Building Class E Fire Alarm and Communication System);

     D. No  Alteration  shall  affect  any part of the  Building  other than the
Demised  Premises or  adversely  affect any service  required to be furnished by
Owner to Tenant or to any other tenant or occupant of the  Building  (including,
without  limitation,  the  Building-wide  standard  systems  required to provide
elevator,  heat,  ventilation,  air-conditioning  and  electrical  and  plumbing
services in the Building);

     E. No  Alteration  shall reduce the value or utility of the Building or any
portion thereof;


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<PAGE>

     F. No Alteration shall affect the Certificate of Occupancy for the Building
or the Demised Premises;

     G. No Alteration shall affect the outside appearance of the Building or the
color or style of any  venetian  blinds  (except  that  Tenant  may  remove  any
venetian blinds  provided that they are promptly  replaced by Tenant with blinds
of a similar type, material and color);

     H. All  business  machines  and  mechanical  equipment  shall be placed and
maintained by Tenant in settings sufficient,  in Owner's judgment, to absorb and
prevent  vibration,  noise and  annoyance  to other  tenants or occupants of the
Building;

     I. Tenant shall submit to Owner detailed plans and  specifications  stamped
by  Tenant's  architect   (including  layout,   architectural,   mechanical  and
structural  drawings)  for each  proposed  Alteration,  subject to the terms and
conditions  of Subsection X of this Section 3.01 and shall not commence any such
Alteration   without  first  obtaining   Owner's  approval  of  such  plans  and
specifications,  which approval shall not be unreasonably  withheld with respect
to  Alterations  to which Owner's  consent is not required or to which Owner has
agreed hereunder to not  unreasonably  withhold  consent.  If detailed plans and
specifications  (i) would not, in  accordance  with good  construction  practice
typically be prepared for such  proposed  Qualified  Non-Structural  Alteration,
(ii) are not prepared by or on behalf of Tenant and (iii) are not required to be
filed with any  Governmental  Authority in  connection  with  obtaining  permits
required  to perform the same,  then in lieu of  submitting  detailed  plans and
specifications,  and notwithstanding the terms and conditions of this Subsection
I, Tenant  shall  submit  detailed  information  (along with any  existing  more
general plans or drawings) to enable Owner to determine the nature and extent of
the work proposed to be performed.  Following the completion of each Alteration,
Tenant  shall  submit to Owner a  computerized  "as built"  drawing file for the
Demised Premises (or if the Demised  Premises  comprise more than one (1) floor,
for each floor of the  Demised  Premises  being  altered);  such file will be in
Auto-Cad format and contain, on a separate layer, all ceiling-height  partitions
and doors within the Demised Premises (or if the Demised Premises  comprise more
than one (1) floor, within each floor of the Demised Premises being altered);

     J. Prior to the commencement of each proposed Alteration, Tenant shall have
procured and paid for and exhibited to Owner, so far as the same may be required
from time to time, all permits, approvals and authorizations of all Governmental
Authorities (as defined in Section 6.01.) having or claiming jurisdiction;

     K. Prior to the  commencement  of each  proposed  Alteration,  Tenant shall
furnish to Owner duplicate original policies of workmen's compensation insurance
covering  all  persons  to be  employed  in  connection  with  such  Alteration,
including  those to be employed by all contractors  and  subcontractors,  and of
comprehensive public liability insurance (including property damage coverage) in
which  Owner,  its  agents,  the holder of any  Mortgage  (as defined in Section
7.01.) and any lessor  under any  Superior  Lease (as defined in Section  7.01.)
shall be named as parties insured,  which policies shall be issued by companies,
and shall be in form and amounts,  satisfactory to Owner and shall be maintained
by Tenant until the completion of such Alteration;

     L. In the event Owner or its agents  employ any  independent  architect  or
engineer to examine any plans or specifications  submitted by Tenant to Owner in
connection  with any proposed  Alteration,  Tenant  agrees to pay to Owner a sum
equal to any reasonable fees incurred by Owner in connection therewith.

     M.  All  fireproof  wood  test  reports,  electrical  and air  conditioning
certificates,  and all other permits, approvals and certificates required by all
Governmental  Authorities  shall be timely  obtained by Tenant and  submitted to
Owner;

     N. All  Alterations,  once commenced,  shall be made promptly and in a good
and workmanlike manner;


                                       7
<PAGE>

     O.  Notwithstanding  Owner's approval of plans and  specifications  for any
Alteration,  all Alterations shall be made and performed in full compliance with
all Legal  Requirements  (as defined in Section  6.01.) and with all  applicable
rules,  orders,  regulations  and  requirements  of the New  York  Board of Fire
Underwriters and the New York Fire Insurance Rating  Organization or any similar
body;

     P. All Alterations  shall be made and performed in such manner as Owner may
from  time  to  time  reasonably   designate  pursuant  to  the  conditions  for
Alterations prescribed by Owner for the Demised Premises;

     Q. All materials and equipment to be installed,  incorporated or located in
the  Demised  Premises  as a result  of all  Alterations  shall be new and first
quality;

     R. No  materials or  equipment  shall be subject to any lien,  encumbrance,
chattel mortgage or title retention or security agreement of any kind;

     S. Tenant,  before  commencement of any Alteration(s)  which constituting a
single  project  shall  exceed  Twenty-Five  Thousand  and  00/100  ($25,000.00)
Dollars,   shall  furnish  to  Owner  a  performance   bond  or  other  security
satisfactory to Owner, in an amount at least equal to the estimated cost of such
Alteration, guaranteeing the performance and payment thereof;

     T. No Alteration shall be commenced  unless any preceding  Alteration shall
have been fully paid for and proof of such payment furnished to Owner;

     U. Intentionally Deleted;

     V.  Following  the  completion  of each  Alteration,  Tenant,  at  Tenant's
expense, shall obtain certificates of final approval of such Alteration required
by any Governmental Authority and shall furnish Owner with copies thereof;

     W. Tenant  agrees that Tenant will not install,  affix,  add or paint in or
on,  nor  permit,  any work of visual  art (as  defined  in the  Federal  Visual
Artists'  Rights Act of 1990 or any  successor  law of similar  import) or other
Alteration  to be installed  in or on, or affixed,  added to, or painted on, the
interior or exterior of the Demised  Premises,  or any part thereof,  including,
but not limited to, the walls, floors, ceilings, doors, windows, fixtures and on
land included as part of the Demised Premises, which work of visual art or other
Alteration would, under the provisions of the Federal Visual Artists' Rights Act
of 1990,  or any  successor  law of similar  import,  require the consent of the
author or artist of such work or  Alteration  before the same could be  removed,
modified, destroyed or demolished; and

     X. No Owner  consent (as set forth  above) and no  submission  or review of
plans  referred to in  Subsection I above shall be required for  performance  by
Tenant of any  Decoration,  provided  that such work is performed in  compliance
with the  requirements of this Article  (except for Subsection I above).  Tenant
shall, however,  within a reasonable period of time prior to the commencement of
the  performance  of the  Decoration,  provide  Owner with  reasonably  detailed
information  setting  forth  the  nature  of  the  Decoration  to be  done,  the
anticipated  scheduling of the same,  the parties  performing  such work and any
other  information  with respect to the performance of such Decoration which may
be reasonably requested by Owner.

     Section 3.02. No Consent to Contractor/No  Mechanics Lien:  Nothing in this
Lease shall be deemed or  construed  in any way as  constituting  the consent or
request  of Owner,  express  or  implied,  by  inference  or  otherwise,  to any
contractor,  subcontractor,  laborer or materialmen,  for the performance of any
labor or the  furnishing  of any  material for any  specific  Alteration  to, or
repair  of, the  Demised  Premises,  the  Building,  or any part of either.  Any
mechanic's or other lien filed  against the Demised  Premises or the Building or
the Real  Property for work claimed to have been done for, or materials  claimed
to have been furnished to, Tenant or any person claiming through or under Tenant


                                       8
<PAGE>

or based upon any act or  omission  or alleged  act or omission of Tenant or any
such person shall be  discharged  by Tenant,  at Tenant's sole cost and expense,
within thirty (30) days after the filing of such lien.

     Section  3.03.  Labor  Harmony:  Tenant  shall not, at any time prior to or
during the Demised Term, directly or indirectly employ, or permit the employment
of, any  contractor,  mechanic  or laborer in the Demised  Premises,  whether in
connection  with any Alteration or otherwise,  if such employment will interfere
or cause any conflict with other contractors,  mechanics, or laborers engaged in
the construction,  maintenance or operation of the Building by Owner,  Tenant or
others. In the event of any such interference or conflict,  Tenant,  upon demand
of Owner,  shall  cause all  contractors,  mechanics  or laborers  causing  such
interference or conflict to leave the Building immediately.

     Section 3.04. Compliance with Fire Safety:  Without in any way limiting the
generality of the provisions of Section 3.01, all Alterations  shall be made and
performed in full compliance  with all standards and practices  adopted by Owner
for fire safety in the Building.  No Alteration  shall affect all or any part of
any  Class E Fire  Alarm  and  Communication  system  installed  in the  Demised
Premises, except that in connection with any such Alteration Tenant may relocate
certain  components  of such  system,  provided  (i)  such  relocation  shall be
performed in a manner first approved by Owner, (ii) the new location of any such
component  shall be first approved by Owner,  (iii) prior to any such relocation
Tenant shall submit to Owner  detailed plans and  specifications  therefor which
shall be first  approved  by Owner and (iv)  Owner  shall have the  election  of
relocating  such  components  either by itself or by its  contractors,  in which
event all expenses  incurred by Owner shall be  reimbursed by Tenant upon demand
of Owner, as additional rent.

     Section 3.05.  Asbestos or Other  Hazardous  Material:  A.  Notwithstanding
anything to the  contrary  contained  in this Lease,  if any Legal  Requirements
require that any asbestos or other hazardous  material contained in or about the
Demised Premises be removed or dealt with in any particular manner, and provided
that Tenant is not  obligated  to so remove or deal with such  asbestos or other
hazardous  material as set forth in Subsection B of this Section  3.05,  then it
shall be Owner's obligation,  at Owner's expense, to remove or so deal with such
asbestos or other hazardous material in accordance with such Legal Requirements.

     B.  Notwithstanding  the provisions of subsection A of this Section, in the
event that (i) any work  performed by Owner in order to remove or otherwise deal
with any asbestos or other hazardous materials contained in or about the Demised
Premises pursuant to the provisions of subsection A of this Section is disturbed
or damaged by Tenant or any person claiming  through or under Tenant (other than
disruption  or damage  caused in  connection  with  Alterations  to the  Demised
Premises  which have been  approved  by Owner),  or (ii) any  asbestos  or other
hazardous  material  is  installed  in the  Demised  Premises by or on behalf of
Tenant, or any person claiming through or under Tenant, then Owner shall have no
responsibility  in  connection  therewith  and no obligation to perform any work
with respect thereto, but it shall be Tenant's obligation,  at Tenant's expense,
to  remove  or so deal  with  such  asbestos  or  other  hazardous  material  in
accordance  with all  applicable  Legal  Requirements.  Any work  required to be
performed by Tenant  pursuant to the  provisions  of the  foregoing  sentence is
referred to as the "Compliance Work". In the event Tenant is required to perform
any Compliance Work then,  notwithstanding anything to the contrary contained in
this subsection B, Owner, at Owner's  election,  shall have the option to itself
perform any Compliance Work and, in such event, Tenant shall pay to Owner all of
Owner's costs in connection  therewith  within ten (10) days next  following the
rendition of a written statement thereof by Owner to Tenant.

     Section  3.06.  Dispute  Resolution:   Any  dispute  with  respect  to  the
reasonability  of any  failure  or  refusal  of Owner to grant  its  consent  or
approval to any request for such consent or approval  pursuant to the provisions
of Section 3.01 with respect to which request Owner has agreed,  in such Section
not  unreasonably  to withhold such consent or approval,  shall be determined by
arbitration in accordance with the provisions of Article 36.


                                       9
<PAGE>

     Section 3.07. Fire Alarm and  Communication  System Connection Fees: Tenant
acknowledges that on or about the Commencement Date, Tenant shall be required to
enter into and maintain a maintenance  contract with the fire safety  contractor
selected by Owner to provide  service to and  maintain  the fire safety  systems
installed  throughout  the Building  (which,  as of the date  hereof,  is Mutual
Alarm),  which contract  shall cover the fire safety system and equipment  which
Tenant installs in the Demised Premises.  As part of Owner's Initial Work, Owner
shall purchase and connect to the Building Class E Fire Alarm and  Communication
system those fire alarm devices  necessary to comply with all  applicable  Legal
Requirements in effect as of the date hereof (such work to be performed by Owner
is referred to as "Owner's Class E Work"). Notwithstanding anything contained in
this Lease to the contrary, in the event that Tenant, pursuant to the provisions
of this Lease,  including,  but not limited to, the provisions of this Article 3
and  Article  6,  at  Tenant's  election  or as  required  by  applicable  Legal
Requirements or otherwise, connects any additional equipment to any Class E Fire
Alarm and Communication system installed in the Demised Premises (other than the
equipment  initially  installed by Owner as part of Owner's Class E Work),  then
Tenant shall bear the full cost and expense of such installation and Owner shall
not be obligated to reimburse Tenant for any costs relating thereto, which costs
and expense shall  include,  without  limitation,  payment to Owner as a one (1)
time  connection fee the following sums set forth opposite the equipment  listed
below (which sums shall be subject to increases  due to increases in the cost to
Owner of operating  and  maintaining  such Class E Fire Alarm and  Communication
system over such costs on the date of this Lease):

   A. Speakers in excess of 4 per floor of the
      Demised Premises (or if the Demised Premises
      contain less than one (1) floor, in excess          $500.00 per device
      of four in the Demised Premises)

   B. Strobe Lights (single unit)                         $100.00 per device

   C. Combination Speaker/Strobe
      light                                               $250.00 per device

   D. Duct Detectors (supplementary
      air conditioning systems)                           $500.00 per point

   E. Smoke Detectors (multi-purpose) $500.00 per point

   F. Preaction Sprinkler System:
                                waterflow                 $500.00 per point
                                tamper                    $500.00 per point

   G. Warden Phone (additional) $1,000.00 per unit

   H. Fail Safe Door Release                              $250.00 per connection


                                       10
<PAGE>

                                   ARTICLE 4
                            OWNERSHIP OF IMPROVEMENTS

     Section  4.01.  General  Rights of Owner  and  Tenant:  All  appurtenances,
fixtures, improvements, additions and other property attached to or installed in
the  Demised  Premises,  whether  by Owner or Tenant or others,  and  whether at
Owner's expense,  or Tenant's expense, or the joint expense of Owner and Tenant,
shall be and  remain  the  property  of Owner,  except  that any such  fixtures,
improvements,  additions  and other  property  installed  at the sole expense of
Tenant with respect to which Tenant has not been granted any credit or allowance
by  Owner,  and which  are  removable  without  material  damage to the  Demised
Premises  shall be and remain the  property  of Tenant  and are  referred  to as
"Tenant's Personal Property". Any replacements of any property of Owner, whether
made at  Tenant's  expense or  otherwise,  shall be and remain the  property  of
Owner.


                                   ARTICLE 5
                                    REPAIRS

     Section 5.01. Tenant's Repair  Obligations:  A. Tenant shall take good care
of the Demised Premises  (including,  but not limited to, any Class E Fire Alarm
and Communication system) and, at Tenant's sole cost and expense, shall make all
repairs and replacements,  structural and otherwise, ordinary and extraordinary,
foreseen  and  unforeseen  as and when needed to preserve  the Demised  Premises
(including, but not limited to, any Class E Fire Alarm and Communication system)
in good and safe working order and in first class repair and  condition,  except
that Tenant shall not be required to make any  structural  repairs or structural
replacements to the Demised  Premises  unless  necessitated or occasioned by the
acts,  omissions or negligence of Tenant or any person claiming through or under
Tenant or any of their servants,  employees,  contractors,  agents,  visitors or
licensees,  or by the use or  occupancy  or  manner of use or  occupancy  of the
Demised Premises by Tenant or any such person. For the purposes of this Article,
any repairs or work involving  asbestos or other hazardous  materials (except to
the extent the same is the obligation of owner pursuant to Section 3.05) and the
Americans With  Disabilities  Act and any successor laws of like import shall be
deemed to be non-structural repairs or replacements.  Without affecting Tenant's
obligations set forth in the preceding  sentence,  Tenant, at Tenant's sole cost
and expense,  shall also (i) make all repairs and replacements,  and perform all
maintenance as and when necessary,  to the lamps, tubes,  ballasts, and starters
in the  lighting  fixtures  installed  in the  Demised  Premises,  (ii) make all
repairs and replacements,  as and when necessary,  to Tenant's Personal Property
and to any Alterations made or performed by or on behalf of Tenant or any person
claiming  through  or under  Tenant,  and (iii) if the  Demised  Premises  shall
include  any space on any ground,  street,  mezzanine  or basement  floor in the
Building, make all replacements, as and when necessary, to all windows and plate
and other glass in, on or about such space, and obtain and maintain,  throughout
the Demised Term,  plate glass insurance  policies  issued by companies,  and in
form and amounts,  satisfactory  to Owner,  in which  Owner,  its agents and any
lessor under any ground or underlying  lease shall be named as parties  insured,
and (iv) perform all maintenance and make all repairs and  replacements,  as and
when  necessary,   to  any  air  conditioning   equipment,   private  elevators,
escalators,  conveyors or mechanical systems (other than the Building's standard
equipment and systems) which may be installed in the Demised  Premises by Owner,
Tenant or others. However, the provisions of the foregoing sentence shall not be
deemed  to give to Tenant  any  right to  install  air  conditioning  equipment,
elevators,   escalators,  conveyors  or  mechanical  systems.  All  repairs  and
replacements  made by or on behalf of Tenant or any person  claiming  through or
under Tenant shall be made and performed in conformity  with, and subject to the
provisions  of Article 3 and shall be at least equal in quality and class to the
original work or  installation.  The necessity for, and adequacy of, repairs and
replacements  pursuant to this Article 5 shall be measured by the standard which
is  appropriate  for first class office  buildings of similar  construction  and
class in Nassau County, State of New York.

     B.  Notwithstanding  anything to the contrary  contained in this Lease, the
Demised  Premises  initially  leased on the  Commencement  Date shall  contain a
sprinkler  system.  In addition,  notwithstanding  the terms and  conditions  of
Subsection A above,  but subject to the terms and conditions of this  Subsection
B, with  respect to all periods  prior to the date,  if any,  upon which  Tenant
shall perform  Alterations to, or Alterations which shall affect,  the sprinkler
system in the Demised Premises (the "Pre-Alteration  Period"), Owner, at Owner's


                                       11
<PAGE>

expense,  shall perform routine  maintenance of, and shall repair and replace if
necessary,  said  sprinkler  system and Tenant  shall not be  required to do the
same;  provided,  however,  that from and after the date upon which Tenant shall
make any Alterations to, or Alterations which shall affect, the sprinkler system
in the Demised  Premises,  the foregoing  provisions  of this sentence  shall no
longer be applicable and Tenant shall have all of the  obligations  set forth in
Subsection  A above.  In the event,  however,  that  during  the  Pre-Alteration
Period,  any maintenance,  repairs or replacements to the sprinkler system shall
be necessitated or occasioned by the acts,  omissions or negligence of Tenant or
any person claiming through or under Tenant or any of their servants, employees,
contractors, agents, visitors or licensees, or by the use or occupancy or manner
of use or occupancy of the Demised  Premises by Tenant or any such person,  then
Owner shall  perform the same at Tenant's sole cost and expense and Tenant shall
reimburse  Owner for the costs of the same within  thirty (30) days after demand
therefor,  or, at Owner's  election,  Tenant  shall  perform  such  maintenance,
repairs or  replacement  at  Tenant's  sole cost and  expense.  Owner shall also
perform  inspections  of said  sprinkler  system as and when  required  by Legal
Requirements  and  Tenant  shall give Owner  reasonable  access to perform  such
repairs,  replacements,  maintenance and inspections. Any such sprinkler system,
and any  replacements  thereof,  whether  made at  Tenant's  expense  or Owner's
expense, shall be deemed the property of Owner.


                                   ARTICLE 6
                              COMPLIANCE WITH LAWS

     Section 6.01. General Covenants: Tenant, at Tenant's sole cost and expense,
shall  comply  with all Legal  Requirements  (hereinafter  defined)  which shall
impose any duty upon Owner or Tenant with respect to the Demised Premises or the
use or occupation thereof,  including,  but not limited to, any requirement that
asbestos or other hazardous  material be removed or dealt with in any particular
manner  (except to the extent the same is the  obligation  of owner  pursuant to
Section  3.05),  except that Tenant shall not be required to make any structural
Alterations in order so to comply unless such Alterations  shall be necessitated
or  occasioned,  in whole or in part, by the acts,  omissions,  or negligence of
Tenant or any person claiming through or under Tenant, or any of their servants,
employees,  contractors,  agents,  visitors  or  licensees,  or by  the  use  or
occupancy or manner of use or occupancy of the Demised  Premises by Tenant or by
any such person.  For all  purposes of this Lease the term "Legal  Requirements"
shall  mean  all  present  and  future  laws,   codes,   ordinances,   statutes,
requirements, orders and regulations,  ordinary and extraordinary,  foreseen and
unforeseen   (including,   but  not  limited  to,  the  New  York  State  Energy
Conservation Construction Code, and the Americans with Disabilities Act, and any
successor  laws of  like  import)  of any  Governmental  Authority  (hereinafter
defined)  and all  directions,  requirements,  orders and notices of  violations
thereof. For all purposes of this Lease, the term "Governmental Authority" shall
mean the United States of America,  the State of New York, the County of Nassau,
the Town of  Hempstead,  the  Village of  Lynbrook,  any  political  subdivision
thereof and any agency, department, commission, board, bureau or instrumentality
of any of the foregoing,  now existing or hereafter created, having jurisdiction
over Owner,  Tenant, this Lease or the Real Property or any portion thereof. Any
work or installations  made or performed by or on behalf of Tenant or any person
claiming  through or under  Tenant  pursuant to the  provisions  of this Article
shall be made in conformity  with,  and subject to the  provisions of Article 3.
For the purposes of this  Article,  any  requirement  that any asbestos or other
hazardous  material be removed or dealt with in any particular manner (except to
the extent the same is the  obligation of owner pursuant to Section 3.05) or any
Alterations  required to comply with the Americans With Disabilities Act and any
successor laws of like import shall be deemed to be a non-structural Alteration.
Compliance with any requirement  regarding  asbestos or other hazardous material
shall be made in conformity with the provisions of Section 3.05.

     Section 6.02. Tenant's Compliance with Owner's Fire Insurance: Tenant shall
not do anything, or permit anything to be done, in or about the Demised Premises
which shall (i)  invalidate  or be in conflict  with the  provisions of any fire
and/or other insurance  policies  covering the Building or any property  located
therein,  or (ii)  result  in a  refusal  by fire  insurance  companies  of good
standing  to insure the  Building  or any such  property  in amounts  reasonably
satisfactory to Owner, or (iii) subject Owner to any liability or responsibility
for injury to any person or property by reason of any business  operation  being
conducted  in the  Demised  Premises,  or (iv)  cause any  increase  in the fire
insurance  rates  applicable to the Building or property  located therein at the
beginning of the Demised  Term or at any time  thereafter.  Tenant,  at Tenant's


                                       12
<PAGE>

expense,  shall comply with all present and future  rules,  orders,  regulations
and/or  requirements of the New York Board of Fire Underwriters and the New York
Fire  Insurance  Rating  Organization  or any similar body and the issuer of any
insurance  obtained by Owner  covering  the Building  and/or the Real  Property,
whether ordinary or extraordinary,  foreseen or unforeseen,  including,  but not
limited to, the  installation and maintenance of a sprinkler system to serve the
Demised  Premises or any part thereof,  any  requirement  that asbestos or other
hazardous  material  be removed or dealt with in any  particular  manner and any
requirement of the Americans With Disabilities Act or any successor laws of like
import.

     Section 6.03.  Fire Insurance  Rates:  In any action or proceeding  wherein
Owner and Tenant are parties, a schedule or "make up" of rates applicable to the
Building  or  property  located  therein  issued by the New York Fire  Insurance
Rating  Organization,  or other similar body fixing such fire  insurance  rates,
shall be  conclusive  evidence  of the facts  therein  stated and of the several
items and charges in the fire insurance rates then applicable to the Building or
property located therein.


                                   ARTICLE 7
                         SUBORDINATION, ATTORNMENT, ETC.

     Section  7.01.  Lease  Subordination:  This  Lease and all rights of Tenant
under this Lease are, and shall remain,  unconditionally subject and subordinate
in all respects to all ground and  underlying  leases now or hereafter in effect
affecting  the Real Property or any portion  thereof and to all mortgages  which
may now or  hereafter  affect  such  leases  or the  Real  Property,  and to all
advances made or hereafter to be made under such mortgages, and to all renewals,
modifications, consolidations, correlations, replacements and extensions of, and
substitutions for, such leases and mortgages (such leases as above described are
referred to herein  collectively  as the "Superior  Lease" and such mortgages as
above  described are referred to herein  collectively  as the  "Mortgage").  The
foregoing  provisions  of this Section  shall be  self-operative  and no further
instrument  of  subordination  shall  be  required.   In  confirmation  of  such
subordination,  Tenant shall  execute and deliver  promptly any  certificate  or
other  instrument  which Owner,  or any lessor under any Superior  Lease, or any
holder of any Mortgage may request, and in the event Tenant fails to execute and
deliver any such certificate or other instrument  within fifteen (15) days after
Owner's  or  such  lessor's  or  holder's  request   therefor,   Tenant  hereby,
irrevocably  constitutes  and  appoints  Owner and all such lessors and holders,
acting jointly or severally,  as Tenant's agent and  attorney-in-fact to execute
any such  certificate  or other  instrument  for or on behalf of Tenant.  If, in
connection  with  obtaining  financing  with respect to the  Building,  the Real
Property, or the interest of the lessee under any Superior Lease, any recognized
lending  institution shall request  reasonable  modifications of this Lease as a
condition of such financing,  Tenant  covenants not  unreasonably to withhold or
delay its agreement to such  modifications,  provided that such modifications do
not materially increase the obligations,  or materially and adversely affect the
rights,  of Tenant  under  this  Lease.  No act or failure to act on the part of
Owner which would entitle Tenant under the terms of this Lease, or by law, to be
relieved of Tenant's  obligations  hereunder  or to  terminate  this Lease shall
result in a release or termination of such  obligations or a termination of this
Lease unless (i) Tenant shall have first given written  notice of Owner's act or
failure to act to the holder or holders of any Mortgage  and/or the lessor under
any Superior Lease of whom Tenant has been given written notice,  specifying the
act or  failure to act on the part of Owner  which  could or would give basis to
Tenant's  rights;  and (ii) the holder or holders  of such  Mortgage  and/or the
lessors under any Superior Lease,  after receipt of such notice,  have failed or
refused to correct or cure the condition  complained of within a reasonable time
thereafter, but nothing contained in this sentence shall be deemed to impose any
obligation  on any such holder or lessor to correct or cure any such  condition.
"Reasonable  time" as used above means and includes a reasonable  time to obtain
possession  of the  Building  if any  such  holder  or  lessor  elects  to do so
(provided  such holder or lessor  institutes  proceedings  to obtain  possession
within a  reasonable  time after  notice from Tenant  pursuant to the  foregoing
provisions  and conducts  such  proceedings  with  reasonable  diligence)  and a
reasonable  time after so obtaining  possession to correct or cure the condition
if such  condition  is  determined  to exist  (provided  such  holder  or lessor
commences  said  cure  within  ten (10)  days  after  obtaining  possession  and
prosecutes the work required to cure with reasonable diligence).


                                       13
<PAGE>

     Section 7.02. Tenant Attornment: If, at any time prior to the expiration of
the Demised Term,  any Superior Lease under which Owner then shall be the lessee
shall  terminate or be terminated for any reason,  or the holder of any Mortgage
comes into possession of the Real Property or the Building or the estate created
by any Superior Lease by a receiver or otherwise, Tenant agrees, at the election
and upon  demand  of any  owner of the Real  Property,  or of the  holder of any
Mortgage so in  possession,  or of any lessee under any Superior  Lease covering
the premises which include the Demised Premises,  to attorn,  from time to time,
to any  such  owner,  holder,  or  lessee,  upon the then  executory  terms  and
conditions of this Lease,  for the remainder of the term  originally  demised in
this  Lease,  provided  that such owner,  holder or lessee,  as the case may be,
shall then be entitled to possession of the Demised Premises.  The provisions of
this Section  shall inure to the benefit of any such owner,  holder,  or lessee,
shall apply  notwithstanding  that, as a matter of law, this Lease may terminate
upon the termination of any Superior  Lease,  shall be  self-operative  upon any
such demand,  and no further instrument shall be required to give effect to said
provisions.  Tenant,  however, upon demand of any such owner, holder, or lessee,
agrees  to  execute,  from  time to time,  instruments  in  confirmation  of the
foregoing provisions of this Section, satisfactory to any such owner, holder, or
lessee, acknowledging such attornment and setting forth the terms and conditions
of its tenancy.  Nothing  contained in this Section shall be construed to impair
any  right  otherwise   exercisable  by  any  such  owner,  holder,  or  lessee.
Notwithstanding  anything  to the  contrary  set forth in this  Article  no such
owner,  holder or lessee shall (i) be bound by any payment of any installment of
Fixed Rent or increases  therein or any additional rent which may have been made
more than  thirty  (30) days  before the due date of such  installment,  (ii) be
bound by any amendment or  modification  to this Lease which is made without its
consent,  (iii) be required to account for any security  deposit  other than any
security deposit  actually  delivered to it, (iv) be liable for any previous act
or  omission  of Owner  under  this  Lease,  or (v) be  subject to any credit or
offset,  not expressly  provided for in this Lease, which theretofore shall have
accrued to Tenant against Owner.

     Section  7.03.  Tenant  Estoppel  Certificate:  From  time to time,  within
fifteen (15) days next following Owner's request,  Tenant shall deliver to Owner
a written  statement  executed and  acknowledged  by Tenant,  in form reasonably
satisfactory  to Owner,  (i)  stating  that this Lease is then in full force and
effect and has not been  modified  (or if modified,  setting  forth the specific
nature of all modifications), and (ii) setting forth the date to which the Fixed
Rent has been paid,  and (iii) stating  whether or not, to the best knowledge of
Tenant,  Owner is in default  under this  Lease,  and,  if Owner is in  default,
setting  forth the  specific  nature of all such  defaults and (iv) stating that
Tenant has  accepted and  occupied  the Demised  Premises  and all  improvements
required to be made by Owner pursuant to the provisions of this Lease, have been
made,  if such be the case and (v)  setting  forth  any  additional  information
reasonably  requested by Owner. Tenant acknowledges that any statement delivered
pursuant to this  Section may be relied  upon by any  purchaser  or owner of the
Building,  or of the Real Property,  or any part thereof, or of Owner's interest
in the Building or the Real Property or any Superior  Lease, or by the holder of
any Mortgage, or by any assignee of the holder of any Mortgage, or by any lessor
under any Superior Lease.

     Section 7.04.  Owner  Assignment  of Lease and Rents:  If Owner assigns its
interest in this Lease,  or the rents  payable  hereunder,  to the holder of any
Mortgage or the lessor under any Superior Lease, whether the assignment shall be
conditional in nature or otherwise, Tenant agrees that (a) the execution thereof
by Owner and the  acceptance  by such  holder  or lessor  shall not be deemed an
assumption by such holder or lessor of any of the obligations of the Owner under
this Lease unless such holder or lessor shall, by written notice sent to Tenant,
specifically otherwise elect; and (b) except as aforesaid, such holder or lessor
shall be treated as having assumed Owner's  obligations  hereunder only upon the
foreclosure  of such  holder's  Mortgage  or the  termination  of such  lessor's
Superior  Lease and the taking of  possession  of the  Demised  Premises by such
holder or lessor, as the case may be.


                                   ARTICLE 8
                               PROPERTY LOSS, ETC.

                  Section 8.01. Any Building employee to whom any property shall
be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's
agent with respect to such property and neither Owner nor Owner's agents shall
be liable for any loss of or damage to any such property by theft or otherwise.
Neither (i) the performance by Owner, Tenant or others of any decorations,


                                       14
<PAGE>

repairs, alterations, additions or improvements in or to the Building or the
Demised Premises, nor (ii) the failure of Owner or others to make any such
decorations, repairs, alterations, additions or improvements, nor (iii) any
damage to the Demised Premises or to the property of Tenant, nor any injury to
any persons, caused by other tenants or persons in the Building, or by
operations in the construction of any private, public or quasi-public work, or
by any other cause, nor (iv) any latent defect in the Building or in the Demised
Premises, nor (v) any temporary or permanent closing, darkening or bricking up
of any windows of the Demised Premises for any reason whatsoever including, but
not limited to, Owner's own acts, nor (vi) any inconvenience or annoyance to
Tenant or injury to or interruption of Tenant's business by reason of any of the
events or occurrences referred to in the foregoing subdivisions (i) through (v),
shall constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of rent, or relieve Tenant from
any of its obligations under this Lease, or impose any liability upon Owner, or
its agents, or any lessor under any Superior Lease, other than such liability as
may be imposed upon Owner by law for Owner's negligence or the negligence of
Owner's agents, servants or employees in the operation or maintenance of the
Building or for the breach by Owner of any express covenant of this Lease on
Owner's part to be performed. Tenant's taking possession of the Demised Premises
shall be conclusive evidence, as against Tenant, that, at the time such
possession was so taken, the Demised Premises and the Building were in good and
satisfactory condition.


                                   ARTICLE 9
                       DESTRUCTION-FIRE OR OTHER CASUALTY

     Section 9.01. Owner's Repair Obligations:  If the Demised Premises shall be
damaged by fire or other  casualty  and if Tenant  shall give  prompt  notice to
Owner of such  damage,  Owner,  at Owner's  expense,  shall  repair such damage.
However,  Owner shall have no obligation to repair any damage to, or to replace,
Tenant's Personal Property or any other property or effects of Tenant. Except as
otherwise  provided in Section 9.03,  if the entire  Demised  Premises  shall be
rendered  untenantable by reason of any such damage,  the Fixed Rent shall abate
for the period from the date of such  damage to the date when such damage  shall
have  been  repaired,  and if only a part of the  Demised  Premises  shall be so
rendered  untenantable,  the  Fixed  Rent  shall  abate  for such  period in the
proportion  which  the  area of the part of the  Demised  Premises  so  rendered
untenantable bears to the total area of the Demised Premises. However, if, prior
to the date when all of such damage  shall have been  repaired,  any part of the
Demised  Premises so damaged shall be rendered  tenantable  and shall be used or
occupied by Tenant or any person or persons  claiming  through or under  Tenant,
then the  amount  by  which  the  Fixed  Rent  shall  abate  shall be  equitably
apportioned  for the period  from the date of any such use or  occupancy  to the
date when all such damage shall have been repaired.  Further,  should Owner,  at
its sole option,  make  available  to Tenant,  during the period of such repair,
other space in the  Building  which is  reasonably  suitable  for the  temporary
carrying  on of  Tenant's  business,  the Fixed Rent (as  equitably  adjusted to
reflect any  difference  in the square  footage of such space as compared to the
Demised Premises) shall be reinstated with respect to such temporarily  occupied
space and shall be payable by Tenant  from the date such  space is  occupied  by
Tenant.  Tenant hereby expressly waives the provisions of Section 227 of the New
York Real  Property  Law, and of any successor law of like import then in force,
and Tenant  agrees that the  provisions of this Article shall govern and control
in lieu thereof.  Notwithstanding the foregoing  provisions of this Section, if,
prior to or during the Demised Term,  (i) the Demised  Premises shall be totally
damaged or rendered wholly untenantable by fire or other casualty,  and if Owner
shall decide not to restore the Demised Premises,  or (ii) the Building shall be
so damaged by fire or other  casualty  that,  in  Owner's  opinion,  substantial
alteration,  demolition,  or  reconstruction  of the Building  shall be required
(whether  or not the  Demised  Premises  shall  have been  damaged  or  rendered
untenantable),  then, in any of such events,  Owner, at Owner's option, may give
to Tenant, within ninety (90) days after such fire or other casualty, a five (5)
days'  notice of  termination  of this  Lease and,  in the event such  notice is
given,  this Lease and the Demised Term shall come to an end and expire (whether
or not said term shall have commenced) upon the expiration of said five (5) days
with the same effect as if the date of expiration of said five (5) days were the
Expiration  Date,  the Fixed Rent shall be  apportioned  as of such date and any
prepaid  portion of Fixed Rent for any period  after such date shall be refunded
by Owner to Tenant.

     Section 9.02. Owner's Subrogation Waiver Provisions: Owner shall attempt to
obtain and maintain,  throughout  the Demised  Term,  in Owner's fire  insurance
policies  covering the  Building,  provisions  to the effect that such  policies


                                       15
<PAGE>

shall not be invalidated should the insured waive, in writing,  prior to a loss,
any or all  right of  recovery  against  any  party  for loss  occurring  to the
Building.  In the event that at any time Owner's fire  insurance  carriers shall
exact an  additional  premium for the  inclusion of such or similar  provisions,
Owner shall give Tenant notice  thereof.  In such event,  if Tenant  agrees,  in
writing, to reimburse Owner for such additional premium for the remainder of the
Demised Term, Owner shall require the inclusion of such or similar provisions by
Owner's  fire  insurance  carriers.  As long as such or similar  provisions  are
included in Owner's fire insurance  policies then in force,  Owner hereby waives
(i) any obligation on the part of Tenant to make repairs to the Demised Premises
necessitated  or  occasioned  by fire or other  casualty that is an insured risk
under such policies,  and (ii) any right of recovery  against Tenant,  any other
permitted  occupant  of  the  Demised  Premises,  and  any  of  their  servants,
employees,  agents  or  contractors,  for any loss  occasioned  by fire or other
casualty which is an insured risk under such policies.  In the event that at any
time  Owner's  fire  insurance  carriers  shall  not  include  such  or  similar
provisions  in Owner's  fire  insurance  policies,  the waivers set forth in the
foregoing  sentence shall, upon notice given by Owner to Tenant, be deemed of no
further force or effect.

     Section 9.03. Tenant Negligence: Except to the extent expressly provided in
Section  9.02,  nothing  contained  in this Lease  shall  relieve  Tenant of any
liability to Owner or to its insurance  carriers which Tenant may have under law
or the  provisions  of this Lease in  connection  with any damage to the Demised
Premises or the Building caused by fire or other casualty.  Notwithstanding  the
provisions of Section 9.01,  if any such damage,  occurring  after any date when
the waivers set forth in Section 9.02 are no longer in force and effect,  is due
to the fault or neglect of Tenant,  any person claiming through or under Tenant,
or any of their servants, employees, agents, contractors, visitors or licensees,
then there shall be no abatement of Fixed Rent by reason of such damage.

     Section 9.04. Tenant  Subrogation Waiver  Provisions:  Tenant  acknowledges
that it has been advised that Owner's  insurance  policies do not cover Tenant's
Personal  Property  or any other  property  of Tenant in the  Demised  Premises;
accordingly,  it shall be Tenant's  obligation to obtain and maintain  insurance
covering its property in the Demised Premises and loss of profits including, but
not limited to, water  damage  coverage  and  business  interruption  insurance.
Tenant shall  attempt to obtain and  maintain,  throughout  the Demised Term, in
Tenant's fire and other insurance  policies  covering Tenant's Personal Property
and other  property  of Tenant in the Demised  Premises,  and  Tenant's  use and
occupancy of the Demised Premises,  and/or Tenant's profits (and shall cause any
other  permitted  occupants  of the  Demised  Premises  to attempt to obtain and
maintain,  in similar  policies),  provisions  to the effect that such  policies
shall not be invalidated should the insured waive, in writing,  prior to a loss,
any or all right of recovery  against any party for loss  occasioned  by fire or
other casualty  which is an insured risk under such policies.  In the event that
at any time the fire  insurance  carriers  issuing such policies  shall exact an
additional premium for the inclusion of such or similar provisions, Tenant shall
give Owner  notice  thereof.  In such event,  if Owner  agrees,  in writing,  to
reimburse Tenant or any person claiming through or under Tenant, as the case may
be, for such  additional  premium for the remainder of the Demised Term,  Tenant
shall  require the  inclusion of such or similar  provisions  by such  insurance
carriers.  As long as such or similar  provisions are included in such insurance
policies  then in force,  Tenant  hereby  waives  (and agrees to cause any other
permitted  occupants  of the  Demised  Premises  to execute and deliver to Owner
written  instruments  waiving) any right of recovery  against Owner, any lessors
under any Superior Leases, the holders of any Mortgage, and all other tenants or
occupants of the Building, and any servants, employees, agents or contractors of
Owner, or of any such lessor,  or holder or any such other tenants or occupants,
for any loss occasioned by fire or other casualty which is an insured risk under
such policies.  In the event that at any time such insurance  carriers shall not
include such or similar  provisions in any such insurance policy, the waiver set
forth in the foregoing  sentence (or in any written  instrument  executed by any
other permitted  occupant of the Demised  Premises) shall,  upon notice given by
Tenant to Owner,  be deemed of no further  force or effect  with  respect to any
insured risks under such policy from and after the giving of such notice. During
any period while any such waiver of right of recovery is in effect,  Tenant,  or
any other permitted occupant of the Demised Premises,  as the case may be, shall
look solely to the proceeds of such policies to compensate  Tenant or such other
permitted occupant for any loss occasioned by fire or other casualty which is an
insured risk under such policies.

     Section 9.05.  Tenant's  Termination Right: A. Supplementing the provisions
of Section 9.01, in the event that (a) the Demised Premises or Building shall be
damaged by fire or other  casualty  and  Tenant  shall be unable to use all or a


                                       16
<PAGE>

material  portion of the  Demised  Premises  as a result of such  damage and (b)
Owner shall not exercise the right to terminate  this Lease in  accordance  with
the  provisions of Section 9.01 and shall,  accordingly,  be obligated to repair
any such damage,  then,  if such damage is not  repaired  within  eighteen  (18)
months  immediately  following  the date of such  fire or other  casualty  (such
eighteen  (18)  month  period,  as the  same  may be  extended  as  provided  in
Subsection  B of this  Section  9.05 to reflect  the time frame set forth in the
Estimate Notice [as  hereinafter  defined],  is referred to as the  "Restoration
Period"), then Tenant shall have the following options:

          (i) to  give  to  Owner  within  ten  (10)  days  next  following  the
     expiration  of the  Restoration  Period  a  thirty  (30)  days'  notice  of
     termination of this Lease, or

          (ii) to extend the Restoration  Period for a further period of six (6)
     months by notice given to Owner  within ten (10) days after the  expiration
     of the initial  Restoration  Period.  In the event  Tenant shall have given
     such notice to Owner extending the initial  Restoration  Period and if such
     damage is not  repaired by Owner within any  extended  Restoration  Period,
     Tenant shall have the options to (a) further extend the Restoration  Period
     for further  successive periods of six (6) months, by notice given to Owner
     within  ten (10) days  after the  expiration  of any  extended  Restoration
     Period or (b) to give Owner,  within ten (10) days after the  expiration of
     any such  extended  Restoration  Period,  a thirty  (30)  days'  notice  of
     termination of this Lease.

     B. Notwithstanding  anything to the contrary contained in the provisions of
Subsection  A of this  Section  9.05,  in the event (a) the Demised  Premises or
Building  shall be damaged by fire or other  casualty and Tenant shall be unable
to use the  Demised  Premises as a result of such damage and (b) Owner shall not
exercise the right to terminate this Lease in accordance  with the provisions of
Section 9.01, and (c) Owner, in Owner's opinion, shall determine that the repair
of such damage to the Demised  Premises or Building  will  reasonably  require a
period  longer than eighteen  (18) months,  Owner may within one hundred  twenty
(120)  days  after  the date of such fire or  casualty,  give a notice to Tenant
extending the initial Casualty  Restoration  Period to the date upon which Owner
estimates  that  such  repair  to the  Demised  Premises  or  Building  shall be
completed.  In the event Owner shall give such a notice under this Subsection B,
then, the initial Casualty  Restoration  Period set forth in Paragraph A of this
Section 9.05,  shall be so extended and (b) Tenant shall have the further option
to give to Owner a five (5) days' notice of termination of this Lease within ten
(10) days next  following  the giving of such notice under this  Subsection B by
Owner to Tenant extending the initial Casualty Restoration Period.

     C. In the  event  that  Tenant  shall  fail  to give  any  such  notice  of
termination  within the time periods set forth in this Section 9.05,  time being
of the essence with respect thereto,  Tenant shall be deemed to have given Owner
a notice  extending  the  Restoration  Period.  Any thirty (30) days'  notice of
termination  given by Tenant  pursuant to the  provisions  of this  Section 9.05
beyond the applicable period provided herein,  time being of the essence,  shall
be void and of no force and effect.

     D. In the event that Tenant shall give to Owner within the applicable  time
periods set forth in the foregoing  provisions  of this  Section,  a thirty (30)
days' notice of termination of this Lease,  then this Lease and the Demised Term
shall come to an end and expire  upon the  expiration  of said  thirty (30) days
with the same effect as if the date of  expiration of said thirty (30) days were
the Expiration Date of this Lease, the Fixed Rent and all increases  thereof and
any  additional  rent shall be  apportioned  as of the  casualty  date,  and any
prepaid portion of Fixed Rent and all increases  thereof and any additional rent
for any period after such date shall be refunded by Owner to Tenant.

     E. Nothing contained in the foregoing provisions of this Section 9.05 shall
be  deemed  to  affect  the  rights  of Owner to give to Tenant a five (5) days'
notice of termination of this Lease in accordance with the provisions of Section
9.01.

     F. Notwithstanding anything to the contrary contained in this Section 9.05,
in the event that the  damage  caused by any such fire or other  casualty  shall
solely  affect the  Demised  Premises  and shall not  affect any  portion of the


                                       17
<PAGE>

Building  outside of the Demised  Premises,  then, in such case, the Restoration
Period shall be reduced to a period equal to nine (9) months next  following the
date of such fire or other casualty.


                                   ARTICLE 10
                                 EMINENT DOMAIN

     Section 10.01. Taking of the Demised Premises:  If the whole of the Demised
Premises  shall be  acquired  for any  public or  quasi-public  use or  purpose,
whether by condemnation or by deed in lieu of  condemnation,  this Lease and the
Demised  Term  shall end as of the date of the  vesting  of title  with the same
effect as if said date were the  Expiration  Date. If only a part of the Demised
Premises shall be so acquired or condemned then, except as otherwise provided in
this Section, this Lease and the Demised Term shall continue in force and effect
but,  from and after the date of the  vesting of title,  the Fixed Rent shall be
reduced in the proportion  which the area of the part of the Demised Premises so
acquired  or  condemned  bears  to  the  total  area  of  the  Demised  Premises
immediately  prior to such  acquisition or  condemnation.  If only a part of the
Real  Property  shall be so acquired or  condemned,  then (i) whether or not the
Demised Premises shall be affected thereby,  Owner, at Owner's option,  may give
to Tenant, within sixty (60) days next following the date upon which Owner shall
have received notice of vesting of title, a five (5) days' notice of termination
of this  Lease,  and  (ii) if the  part of the  Real  Property  so  acquired  or
condemned  shall  contain  more than ten (10%)  percent of the total area of the
Demised Premises  immediately prior to such acquisition or condemnation,  or if,
by reason of such acquisition or  condemnation,  Tenant no longer has reasonable
means of access to the Demised Premises, Tenant, at Tenant's option, may give to
Owner,  within sixty (60) days next  following  the date upon which Tenant shall
have received notice of vesting of title, a five (5) days' notice of termination
of this Lease.  In the event any such five (5) days'  notice of  termination  is
given, by Owner or Tenant,  this Lease and the Demised Term shall come to an end
and expire upon the  expiration of said five (5) days with the same effect as if
the date of expiration of said five (5) days were the Expiration Date. If a part
of the Demised Premises shall be so acquired or condemned and this Lease and the
Demised Term shall not be  terminated  pursuant to the  foregoing  provisions of
this Section,  Owner, at Owner's expense, shall restore that part of the Demised
Premises not so acquired or condemned to a  self-contained  rental unit.  In the
event of any  termination  of this Lease and the  Demised  Term  pursuant to the
provisions of this Section,  the Fixed Rent shall be  apportioned as of the date
of such  termination  and any prepaid portion of Fixed Rent for any period after
such date shall be refunded by Owner to Tenant.

     Section  10.02.  Condemnation  Award or  Claims:  In the  event of any such
acquisition or condemnation of all or any part of the Real Property, Owner shall
be  entitled  to  receive  the  entire  award  for  any  such   acquisition   or
condemnation,  Tenant  shall  have no  claim  against  Owner  or the  condemning
authority for the value of any unexpired  portion of the Demised Term and Tenant
hereby  expressly  assigns  to Owner all of its right in and to any such  award.
Nothing  contained in this Section shall be deemed to prevent Tenant from making
a claim in any  condemnation  proceedings for the value of any items of Tenant's
Personal Property which are compensable, in law, as trade fixtures.


                                   ARTICLE 11
                            ASSIGNMENT AND SUBLETTING

     Section  11.01.   General  Covenant:   Tenant,   for  itself,   its  heirs,
distributees,  executors, administrators, legal representatives,  successors and
assigns, covenants that, without the prior consent of Owner in each instance, it
shall not (i) assign whether by merger, consolidation or otherwise,  mortgage or
encumber its  interest in this Lease,  in whole or in part,  or (ii) sublet,  or
permit the  subletting  of, the Demised  Premises or any part thereof,  or (iii)
permit the Demised Premises or any part thereof to be occupied, or used for desk
space,  mailing  privileges or otherwise,  by any person other than Tenant.  The
sale,  pledge,  transfer  or  other  alienation  of (a)  any of the  issued  and
outstanding capital stock of any corporate Tenant (unless such stock is publicly
traded on a recognized  security exchange or over-the counter market) or (b) any
interest in any partnership, limited liability company or joint venture or other
business entity comprising Tenant, however accomplished, directly or indirectly,


                                       18
<PAGE>

and whether in a single  transaction or in a series of related and/or  unrelated
transactions,  shall be deemed for the purposes of this Section as an assignment
of this Lease which shall require the prior consent of Owner in each instance.

     Section 11.02. Owner's Rights Upon Assignment: If Tenant's interest in this
Lease  is  assigned,  whether  or not in  violation  of the  provisions  of this
Article,  Owner may collect rent from the assignee;  if the Demised  Premises or
any part  thereof  are sublet to, or occupied  by, or used by, any person  other
than Tenant,  whether or not in violation of this Article,  Owner, after default
by Tenant  under  this  Lease,  may  collect  rent from the  subtenant,  user or
occupant.  In either  case,  Owner shall apply the net amount  collected  to the
rents  reserved in this Lease,  but  neither  any such  assignment,  subletting,
occupancy,  or use, whether with or without Owner's prior consent,  nor any such
collection  or  application,  shall be deemed a waiver of any term,  covenant or
condition of this Lease or the acceptance by Owner of such assignee,  subtenant,
occupant or user as tenant. The consent by Owner to any assignment,  subletting,
occupancy  or use shall not  relieve  Tenant from its  obligation  to obtain the
express prior consent of Owner to any further assignment,  subletting, occupancy
or use.  If this  Lease is  assigned  to any  person or entity  pursuant  to any
proceeding of the type referred to in Subsections 16.01(c) and 16.01(d), any and
all  monies or other  consideration  payable or  otherwise  to be  delivered  in
connection  with such assignment  shall be paid or delivered to Owner,  shall be
and remain the exclusive property of Owner and shall not constitute  property of
Tenant or of the estate of Tenant  within the meaning of any  proceeding  of the
type referred to in  Subsections  16.01(c) and  16.01(d).  Any and all monies or
other considerations  constituting Owner's property under the preceding sentence
not paid or  delivered  to Owner shall be held in trust for the benefit of Owner
and shall be promptly  paid to or turned over to Owner.  Any person or entity to
which this Lease is assigned  pursuant to any proceeding of the type referred to
in Subsections 16.01(c) and 16.01(d) 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 execute and deliver to Owner
upon demand an instrument  confirming such  assumption.  The listing of any name
other  than  that of  Tenant  on any  door  of the  Demised  Premises  or on any
directory or in any elevator in the Building, or otherwise, shall not operate to
vest in the  person  so named  any  right or  interest  in this  Lease or in the
Demised  Premises,  or the Building,  or be deemed to constitute,  or serve as a
substitute  for, any prior consent of Owner required under this Article,  and it
is  understood  that any such listing shall  constitute a privilege  extended by
Owner  which  shall be  revocable  at Owner's  will by notice to Tenant.  Tenant
agrees to pay to Owner  reasonable  counsel fees incurred by Owner in connection
with any proposed  assignment of Tenant's interest in this Lease or any proposed
subletting of the Demised  Premises or any part thereof.  Neither any assignment
of Tenant's  interest in this Lease nor any subletting,  occupancy or use of the
Demised  Premises or any part thereof by any person  other than Tenant,  nor any
collection  of rent by Owner from any person  other than  Tenant as  provided in
this Section,  nor any  application of any such rent as provided in this Section
shall, in any  circumstances,  relieve Tenant of its obligation fully to observe
and perform the terms,  covenants and  conditions of this Lease on Tenant's part
to be observed or performed.

     Section 11.03.  Sublet  Rights:  A. (1) As long as Tenant is not in default
under any of the terms,  covenants or  conditions of this Lease on Tenant's part
to be observed or performed,  Owner agrees not to unreasonably  withhold Owner's
prior  consent to a subletting by Tenant of the entire  Demised  Premises to one
(1) subtenant for undivided  occupancy by such subtenant,  for the use expressly
permitted in this Lease.

     (2) Without Owner's prior consent,  Tenant shall not (a) negotiate or enter
into a proposed  subletting with any tenant,  subtenant or occupant of any space
in the Building or (b) list or otherwise publicly advertise the Demised Premises
or any part thereof for  subletting at a rental lower than the higher of (i) the
Fixed  Rent then in effect  under  this  Lease,  or (ii) the rental at which the
Owner is then offering to rent comparable space in the Building.

     (3) At least sixty (60) days prior to any proposed subletting, Tenant shall
submit to Owner a statement (the  "Proposed  Sublet  Statement")  containing the
name  and  address  of the  proposed  subtenant,  the  nature  of  the  proposed
subtenant's  business  and its  current  financial  status,  if such  status  is
obtained  by  Tenant,  and all of the  principal  terms  and  conditions  of the
proposed subletting including, but not limited to, the proposed commencement and
expiration dates of the term thereof.


                                       19
<PAGE>

     (4) Owner may arbitrarily withhold consent to a proposed subletting if, (a)
in Owner's  reasonable  judgment,  the occupancy of the proposed  subtenant will
tend to impair the character or dignity of the Building or impose any additional
burden  upon  Owner  in the  operation  of the  Building,  or (b)  the  proposed
subtenant  shall be a person or entity  with whom Owner is then  negotiating  or
discussing  to lease space in the  Building or (c) the  proposed  sublet rent is
less than the fair rental value of the Demised Premises.

     (5)  In the  event  of any  dispute  between  Owner  and  Tenant  as to the
reasonableness of Owner's failure or refusal to consent to any subletting,  such
dispute shall be submitted to arbitration  in accordance  with the provisions of
Article 36.

     (6) Any  Sublease  consented  to by Owner must  conform to the  information
contained in the Proposed Sublet Statement and shall expressly  provide that (a)
the  subtenant  shall obtain the  provisions  in its  insurance  policies to the
effect that such policies shall not be invalidated  should the insured waive, in
writing,  prior to a loss,  any or all right of  recovery  against any party for
loss  occasioned by fire or other  casualty  which is an insured risk under such
policies,  as set forth in Section  9.04,  (b) in the event of the  termination,
re-entry or  dispossess  of Tenant by Owner under this Lease,  Owner may, at its
option,  take over all of the right,  title and interest of Tenant, as sublessor
under the sublease, and such subtenant shall, at Owner's option, attorn to Owner
pursuant to the then executory  provisions of such  sublease,  except that Owner
shall not (i) be liable for any  previous  act or omission of Tenant  under such
sublease,  (ii) be subject to any offset which accrued to such subtenant against
Tenant,  (iii) be bound by any previous  modification of such sublease or by any
previous  prepayment of more than one month's rent unless such  modification  or
prepayment  was previously  approved by Owner,  (iv) be bound by any covenant to
undertake or complete any construction of the premises,  or any portion thereof,
demised by such sublease and (v) be bound by any  obligation to make any payment
to or on behalf of the subtenant, except for services, repairs,  maintenance and
restoration  provided for under the  sublease to be performed  after the date of
such termination,  re-entry or dispossess by Owner under this Lease and to which
Owner is  expressly  required  to perform  under this Lease with  respect to the
subleased space at Owner's expense, it being expressly understood, however, that
Owner shall not be bound by any  obligation to make payment to or on behalf of a
subtenant  with  respect  to  construction  performed  by or on  behalf  of such
subtenant in the subleased premises.  Tenant shall reimburse Owner on demand for
any costs or expense  that may be  incurred  by Owner's  review of any  Proposed
Sublet  Statement  or in  connection  with any  sublease  consented to by Owner,
including,   without  limitation,  any  reasonable  processing  fee,  reasonable
attorneys'  fees  and   disbursements   and  the  reasonable   costs  of  making
investigations as to the acceptability of the proposed subtenant.

     B.  Notwithstanding  the foregoing  provisions of this Section 11.03, Owner
shall have the  following  rights with respect to each  proposed  subletting  by
Tenant:

     (1) in the event Tenant proposes to sublet the Demised Premises, whether or
not such  subletting  is for all or  substantially  all of the  remainder of the
Demised Term,  Owner, at Owner's option,  may give to Tenant,  within sixty (60)
days after the submission by Tenant to Owner of the Proposed Sublet Statement, a
notice  terminating  this  Lease  on  the  date  (referred  to as  the  "Earlier
Termination  Date")  immediately prior to the proposed  commencement date of the
term of the proposed subletting,  as set forth in the Proposed Sublet Statement,
and,  in the event such notice is given,  this Lease and the Demised  Term shall
come to an end and expire on the Earlier  Termination  Date with the same effect
as if it were the  Expiration  Date,  the Fixed Rent shall be  apportioned as of
said  Earlier  Termination  Date and any  prepaid  portion of Fixed Rent for any
period after such date shall be refunded by Owner to Tenant; or

     (2) In the event  Tenant  proposes to sublet the Demised  Premises for less
than  substantially  all of the remainder of the Demised Term, Owner, at Owner's
option,  may give to Tenant,  within  sixty (60) days  after the  submission  by
Tenant to Owner,  of the Proposed Sublet  Statement  required to be submitted in
connection  with such proposed  subletting,  a notice  electing to recapture the
Demised  Premises  during the period  (referred  to as the  "Recapture  Period")
commencing on the date (referred to as "Recapture  Date")  immediately  prior to
the proposed  commencement date of the term of the proposed  subletting,  as set


                                       20
<PAGE>

forth in the Proposed Sublet  Statement,  and ending on the proposed  expiration
date of the term of the proposed subletting, as set forth in the Proposed Sublet
Statement, and in the event such notice is given the following shall apply:

     (a) The Demised  Premises shall be recaptured by Owner during the Recapture
Period;

     (b) Tenant shall surrender the Demised Premises to Owner on or prior to the
Recapture Date in the same manner as if said Date were the Expiration Date;

     (c) During the Recapture Period Tenant shall have no rights with respect to
the Demised Premises nor any obligations  with respect to the Demised  Premises,
including,  but  not  limited  to,  any  obligations  to pay  Fixed  Rent or any
increases  therein or any additional rent, and any prepaid portion of Fixed Rent
allocable to the Recapture Period shall be refunded by Owner to Tenant;

     (d) There shall be an equitable  apportionment of any increase in the Fixed
Rent pursuant to Article 23 for the Escalation  Year and Tax Escalation Year (as
defined in Article 23) in which said Recapture Date shall occur;

     (e) Upon the expiration of the Recapture Period,  the Demised Premises,  in
its then existing condition, shall be deemed restored to Tenant and Tenant shall
have all rights with respect to the Demised Premises which are set forth in this
Lease and all  obligations  with respect to the Demised  Premises  which are set
forth in this Lease,  including,  but not limited  to, the  obligations  for the
payment of Fixed Rent and any increases therein and any additional rent (as they
would have been  adjusted if Tenant  occupied  the Demised  Premises  during the
Recapture  Period) during the period (referred to as the "Recapture  Restoration
Period")  commencing on the date next  following the expiration of the Recapture
Period  and  ending on the  Expiration  Date,  except in the event that Owner is
unable to give Tenant  possession of the Demised  Premises at the  expiration of
the Recapture Period by reason of the holding over or retention of possession of
any  tenant or other  occupant,  in which  event (x) the  Recapture  Restoration
Period shall not commence and the Demised Premises shall not be deemed available
for  Tenant's  occupancy  and Tenant  shall not be  required  to comply with the
obligations  of Tenant  under this Lease  until the date upon which  Owner shall
give Tenant possession of the Demised Premises free of occupancies,  (y) neither
the Expiration Date nor the validity of this Lease nor the obligations of Tenant
under this Lease shall be affected thereby,  and (z) Tenant waives any rights to
rescind this Lease and to recover any damages  which may result from the failure
by  Owner  to  deliver  possession  of the  Demised  Premises  at the end of the
Recapture Period;  Owner agrees to institute,  within thirty (30) days after the
expiration of the Recapture Period,  possession  proceedings against any tenants
and occupants who have not so vacated and surrendered all or any portions of the
Demised  Premises  and agrees to  prosecute  such  proceedings  with  reasonable
diligence; and

     (f) There shall be an equitable  apportionment of any increase in the Fixed
Rent pursuant to Article 23 for the Escalation  Year and Tax Escalation  Year in
which the Recapture Restoration Period shall commence.

At the request of Owner,  Tenant  shall  execute and  deliver an  instrument  or
instruments,  in form satisfactory to Owner,  setting forth any modifications to
this Lease  contemplated  in or resulting  from the  operation of the  foregoing
provisions of this Subsection 11.03; however, neither Owner's failure to request
any such  instrument  nor  Tenant's  failure  to  execute  or  deliver  any such
instrument shall vitiate the effect of the foregoing provisions of this Section.
The  failure by Owner to  exercise  any option  under  this  Section  11.03 with
respect  to any  subletting  shall not be deemed a waiver  of such  option  with


                                       21
<PAGE>

respect to any extension of such subletting or any subsequent  subletting of the
premises affected thereby or any other portion of the Demised  Premises.  Tenant
shall  indemnify  Owner from all loss,  cost,  liability,  damage  and  expense,
including,  but not  limited  to,  reasonable  counsel  fees and  disbursements,
arising  from any  claims  against  Owner by any broker or other  person,  for a
brokerage  commission or other similar  compensation in connection with any such
proposed subletting,  in the event (a) Owner shall (i) fail or refuse to consent
to any  proposed  subletting,  or (ii)  exercise  any of its options  under this
Section 11.03, or (b) any proposed  subletting  shall fail to be consummated for
any reason whatsoever.

     C. Tenant agrees that fifty (50%) percent of (1) any increase in the rental
value of the Demised  Premises over and above the Fixed Rent payable pursuant to
the  provisions of this Lease,  as such Fixed Rent may be increased from time to
time pursuant to the provisions of this Lease, and (2) any consideration paid to
Tenant or any  subtenant  or other  person  claiming  through or under Tenant in
connection with an assignment of Tenant's interest in this Lease or the interest
of any  subtenant  or other  person  claiming  through or under Tenant under any
sublease whether or not such assignment shall be effected with court approval in
a proceeding  of the types  described in  Subsection  16.01(c) or (d), or in any
similar proceeding,  or otherwise,  shall accrue to the benefit of Owner and not
to the benefit of Tenant,  or of any subtenant or other person claiming  through
or under Tenant, or of the creditors of Tenant or of any such subtenant or other
person  claiming  through or under  Tenant.  Accordingly,  Tenant agrees that if
Owner shall fail to exercise  its option to sooner  terminate  this Lease or its
option to  recapture  the  Demised  Premises  in  connection  with any  proposed
subletting by Tenant,  or if any subtenant or other person  claiming  through or
under  Tenant shall  sublet all or any portion of the Demised  Premises,  Tenant
shall pay to Owner a sum equal to fifty (50%) percent of any Subletting  Profit,
as such term is hereinafter defined. All rentals and other sums (including,  but
not limited to, sums payable for the sale or rental of any  fixtures,  leasehold
improvements, equipment, furniture or other personal property, less, in the case
of the sale thereof, the then net unamortized [on a straight-line basis over the
term of this  Lease or, in the event of a further  subletting,  over the term of
the initial sublease, as the case may be] cost thereof,  which were provided and
installed in the sublet  premises at the sole cost and expense of Tenant or such
subtenant  or other  person  claiming  through or under  Tenant and for which no
allowance or other credit has been given by Owner)  payable by any  subtenant to
Tenant or to any subtenant or other person  claiming  through or under Tenant in
connection  with any  subletting  in excess of the Fixed  Rent then  payable  by
Tenant  to Owner  under  this  Lease  are  referred  to,  in the  aggregate,  as
"Subletting  Profit"; in computing any Subletting Profit it shall be deemed that
the rental reserved under any such subletting shall commence to accrue as of the
commencement  of the  term of such  subletting  even  if  such  rental  actually
commences to accrue as of a date subsequent to such commencement and there shall
be deducted a reasonable  single  brokerage  commission,  if any such commission
shall be paid by Tenant or any such subtenant or other person  claiming  through
or under Tenant in  connection  with such  subletting  which  deduction for such
reasonable  single  brokerage  commission  shall be amortized on a straight line
basis over the entire term of such  subletting.  Owner and Tenant  agree that if
Tenant, or any subtenant or other person claiming through or under Tenant, shall
assign or have  assigned its interest as Tenant under this Lease or its interest
as  subtenant  under  any  sublease  as the  case  may be,  whether  or not such
assignment  shall be effected  with court  approval in a proceeding of the types
described  in  Subsections  16.01(c) or (d), or in any  similar  proceeding,  or
otherwise,  Tenant shall pay to Owner a sum equal to any  consideration  paid to
Tenant or any  subtenant  or other person  claiming  through or under Tenant for
such assignment.  All sums payable hereunder to Tenant shall be paid to Owner as
additional rent  immediately upon such sums becoming payable to Tenant or to any
subtenant or other person claiming  through or under Tenant and, if requested by
Owner,  Tenant shall promptly enter into a written  agreement with Owner setting
forth the  amount of such sums to be paid to  Owner,  however,  neither  Owner's
failure to request the  execution  of such  agreement  nor  Tenant's  failure to
execute such  agreement  shall vitiate the  provisions of this Section.  For the
purposes of this Section,  a trustee,  receiver or other  representative  of the
Tenant's or any  subtenant's  estate under any federal or state  bankruptcy  act
shall be deemed a person claiming through or under Tenant.

     D. Neither Owner's consent to any subletting nor anything contained in this
Section  shall be  deemed to grant to any  subtenant  or other  person  claiming
through or under  Tenant the right to sublet all or any  portion of the  Demised
Premises  or to  permit  the  occupancy  of all or any  portion  of the  Demised
Premises by others.  Neither any  subtenant  referred to in this Section nor its
heirs,   distributees,   executors,   administrators,   legal   representatives,
successors  nor assigns,  without the prior  consent of Owner in each  instance,


                                       22
<PAGE>

shall (i) assign,  whether by merger,  consolidation  or otherwise,  mortgage or
encumber its interest in any sublease,  in whole or in part, or (ii) sublet,  or
permit the  subletting  of, that part of the Demised  Premises  affected by such
subletting  or any  portion  thereof,  or (iii)  permit such part of the Demised
Premises  affected by such subletting or any part thereof to be occupied or used
for desk space,  mailing privileges or otherwise,  by any person other than such
subtenant  and any sublease  shall  provide that any  violation of the foregoing
provisions of this sentence shall be an event of default  thereunder.  The sale,
pledge,  transfer or other  alienation of (a) any of the issued and  outstanding
capital stock of any corporate  subtenant  (unless such stock is publicly traded
on any  recognized  security  exchange  or  over-the-counter  market) or (b) any
interest in any partnership or joint venture  subtenant,  however  accomplished,
and  whether in a single  transaction  or in a series of  related  or  unrelated
transactions,  shall  be  deemed  for  the  purposes  of this  Section  to be an
assignment  of such  sublease  which shall require the prior consent of Owner in
each instance and any sublease shall so provide.

     Section  11.04.  Owner's Rights Upon Lease  Disaffirmance:  A. In the event
that,  at any time after  Tenant may have  assigned  Tenant's  interest  in this
Lease,  this Lease shall be  disaffirmed  or rejected in any  proceeding  of the
types described in Subsections  16.01(c) and (d), or in any similar  proceeding,
or in the event of termination of this Lease by reason of any such proceeding or
by reason of lapse of time  following  notice of  termination  given pursuant to
Section  16.01  based  upon  any of the  Events  of  Default  set  forth in said
Subsections,  Tenant,  upon request of Owner given within  thirty (30) days next
following any such  disaffirmance,  rejection or termination  (and actual notice
thereof to Owner in the event of a disaffirmance or rejection or in the event of
termination other than by act of Owner),  shall (i) pay to Owner all Fixed Rent,
additional  rent and other  charges due and owing by the assignee to Owner under
this  Lease  to and  including  the  date of such  disaffirmance,  rejection  or
termination,  and (ii) as  "tenant",  enter  into a new lease  with Owner of the
Demised   Premises  for  a  term  commencing  on  the  effective  date  of  such
disaffirmance, rejection or termination and ending on the Expiration Date unless
sooner  terminated  as in such lease  provided,  at the same Fixed Rent and then
executory terms, covenants and conditions as are contained in this Lease, except
that (a) Tenant's  rights under the new lease shall be subject to the possessory
rights of the assignee under this Lease and the possessory  rights of any person
claiming  through or under such  assignee  or by virtue of any statute or of any
order of any court,  and (b) such new lease shall require all defaults  existing
under  this  Lease to be cured by Tenant  with due  diligence,  and (c) such new
lease shall  require  Tenant to pay all  increases in the Fixed Rent reserved in
this  Lease  which,  had  this  Lease  not  been  so  disaffirmed,  rejected  or
terminated,  would have accrued under the provisions of Article 23 of this Lease
after the date of such  disaffirmance,  rejection or termination with respect to
any period prior thereto. In the event Tenant shall default in its obligation to
enter into said new lease for a period of ten (10) days next  following  Owner's
request  therefor,  then, in addition to all other rights and remedies by reason
of such  default,  either at law or in equity,  Owner shall have the same rights
and  remedies  against  Tenant as if Tenant had entered  into such new lease and
such new  lease had  thereafter  been  terminated  as at the  commencement  date
thereof by reason of Tenant's  default  thereunder.  Nothing  contained  in this
Section shall be deemed to grant to Tenant any right to assign Tenant's interest
in this Lease.

     B. If Tenant assumes this Lease in any proceeding of the types described in
Subsections  16.01(c)  and (d), or in any  similar  proceeding  and  proposes to
assign the same  pursuant to said  proceeding  to any person or entity who shall
have made a bona  fide  offer to accept  an  assignment  of this  Lease on terms
acceptable to the Tenant, then notice of such proposed assignment shall be given
to Owner by Tenant no later than  twenty  (20) days  after  receipt by Tenant of
such offer,  but in any event no later than ten (10) days prior to the date that
Tenant shall make application to a court of competent jurisdiction for authority
and approval to enter into such assignment and assumption. Such notice shall set
forth  (a) the  name  and  address  of such  person,  (b) all of the  terms  and
conditions of such offer,  and (c) adequate  assurance of future  performance by
such  person  under the Lease,  including,  without  limitation,  the  assurance
referred to in Section  365(b)(3) of the United  States  Bankruptcy  Code or any
provisions in substitution thereof. Owner shall have the prior right and option,
to be  exercised  by notice to Tenant  given at any time prior to the  effective
date of such proposed assignment, to accept an assignment of this Lease upon the
same terms and  conditions and for the same  consideration,  if any, as the bona
fide offer made by such  person,  less any  brokerage  commissions  which  would
otherwise  be  payable  by Tenant  out of the  consideration  to be paid by such
person in connection with the assignment of this Lease.


                                       23
<PAGE>

     C. The term  "adequate  assurance  of future  performance"  as used in this
Lease shall mean that any  proposed  assignee  shall,  among other  things,  (a)
deposit with Owner on the assumption of this Lease the sum of nine (9) months of
the then Fixed Rent and increases therein pursuant to Article 23 as security for
the  faithful  performance  and  observance  by such  assignee  of the terms and
obligations of this Lease,  (b) furnish Owner with financial  statements of such
assignee for the prior three (3) fiscal years,  as finally  determined  after an
audit and certified as correct by a certified public accountant, which financial
statements  shall  show a net worth of at least six (6) times the Fixed Rent and
increases therein pursuant to Article 23 then payable for each of such three (3)
years,  (c) grant to Owner a security  interest in such property of the proposed
assigned as Owner shall deem  necessary  to provide  adequate  assurance  of the
performance by such assignee of its obligations under the Lease.

     Section 11.05.  Tenant's  Subsidiaries & Affiliates:  A.  Supplementing the
provisions  of Article 11, as long as Tenant is not in default  under any of the
terms, covenants or conditions of this Lease on Tenant's part to be observed and
performed, GTJ Co., Inc., Tenant named herein, shall have the right, without the
prior  consent  of Owner,  to assign its  interest  in this  Lease,  for the use
permitted in this Lease,  to any subsidiary or affiliate of Tenant named herein,
which is in the same  general  line of business as Tenant  named herein and only
for such  period  as it shall  remain  such  subsidiary  or  affiliate.  For the
purposes of this Article:  (a) a "subsidiary"  of Tenant named herein shall mean
any  corporation  not less than  fifty-one  (51%)  percent of whose  outstanding
voting  stock at the time  shall be owned by  Tenant  named  herein,  and (b) an
"affiliate"  of Tenant named herein shall mean any  corporation,  partnership or
other  business  entity which  controls or is controlled  by, or is under common
control with Tenant.  For the purpose of the definition of "affiliate"  the word
"control"  (including,  "controlled by" and "under common control with") as used
with respect to any  corporation,  partnership or other business  entity,  shall
mean the  possession  of the  power to  direct  or cause  the  direction  of the
management  and  policies of such  corporation,  partnership  or other  business
entity,  whether through the ownership of voting securities or contract. No such
assignment  shall be valid or effective  unless,  within ten (10) days after the
execution  thereof,  Tenant shall deliver to Owner all of the  following:  (I) a
duplicate original instrument of assignment,  in form and substance satisfactory
to Owner,  duly executed by Tenant,  in which Tenant shall (a) waive all notices
of  default  given to the  assignee,  and all  other  notices  of every  kind or
description now or hereafter  provided in this Lease, by statute or rule of law,
and (b) acknowledge  that Tenant's  obligations with respect to this Lease shall
not be  discharged,  released  or  impaired  by (i)  such  assignment,  (ii) any
amendment  or  modification  of this Lease,  whether or not the  obligations  of
Tenant are  increased  thereby,  (iii) any  further  assignment  or  transfer of
Tenant's  interest in this Lease,  (iv) any exercise,  non-exercise or waiver by
Owner of any right,  remedy,  power or  privilege  under or with respect to this
Lease, (v) any waiver, consent,  extension,  indulgence or other act or omission
with respect to any other  obligations of Tenant under this Lease,  (vi) any act
or thing which,  but for the  provisions of such  assignment,  might be deemed a
legal or equitable  discharge  of a surety or  assignor,  to all of which Tenant
shall  consent  in  advance,  and (c)  expressly  waive and  surrender  any then
existing  defense to its liability  hereunder it being the purpose and intent of
Owner and Tenant that the  obligations of Tenant  hereunder as assignor shall be
absolute  and  unconditional  under  any  and  all  circumstances,  and  (II) an
instrument,  in form  and  substance  reasonably  satisfactory  to  Owner,  duly
executed by the assignee, in which such assignee shall assume the observance and
performance of, and agree to be personally bound by, all of the terms, covenants
and conditions of this Lease on Tenant's part to be observed and performed.  The
provisions of Section 11.03  relating to Owner's  option to terminate this Lease
and the provisions of Section 11.03 C. relating to profits payable to Owner upon
an assignment  of this Lease shall not be applicable to any proposed  assignment
of this Lease to any such  subsidiary  or  affiliate  of Tenant  pursuant to the
provisions of this Section.

     B. Further supplementing the provisions of Article 11, as long as Tenant is
not in default under any of the terms,  covenants or conditions of this Lease on
Tenant's part to be observed and performed,  GTJ Co., Inc., Tenant named herein,
shall have the right without the prior consent of Owner, to sublet to, or permit
the  use or  occupancy  of,  all or any  part  of the  Demised  Premises  by any
subsidiary  or  affiliate  (as said terms are  defined  in Section  11.05 A.) of
Tenant  named  herein for the use  permitted  in this Lease  provided  that such
subsidiary  or  affiliate  is in the same general line of business as the Tenant
named  herein and only for such  period as it shall  remain such  subsidiary  or
affiliate  and in the same general line of business as the Tenant named  herein.
However,  no such  subletting  shall be  valid  unless,  prior to the  execution
thereof,  Tenant  shall give  notice to Owner of the  proposed  subletting,  and
within ten (10) days prior the  commencement  of said  subletting,  Tenant shall
deliver to Owner an agreement, in form and substance satisfactory to Owner, duly


                                       24
<PAGE>

executed by Tenant and said  subtenant,  in which said  subtenant  shall  assume
performance of and agree to be personally bound by, all of the terms,  covenants
and  conditions of this Lease which are  applicable  to said  subtenant and such
subletting.  Tenant  shall  give  prompt  notice  to  Owner  of any  such use or
occupancy  of all or any part of the Demised  Premises and such use or occupancy
shall be subject and  subordinate to all of the terms,  covenants and conditions
of this Lease.  No such use or  occupancy  shall  operate to vest in the user or
occupant  any right or interest in this Lease or the Demised  Premises.  For the
purposes of  determining  the number of  subtenants  or occupants in the Demised
Premises,  the occupancy of any such permitted subsidiary or affiliate of Tenant
shall be deemed the occupancy of Tenant and such  subsidiary or affiliate  shall
not be counted as a subtenant or occupant for the purposes of Section  11.03 and
the  provisions of Section 11.03  relating to Owner's  option to terminate  this
Lease or recapture  such portion of the Demised  Premises and the  provisions of
Section 11.03 C.  relating to Subletting  Profits shall not be applicable to any
proposed  subletting to any such  subsidiary or affiliate of Tenant  pursuant to
the provisions of this Section.

     Section 11.06.  Permitted  Occupants:  Supplementing the provisions of this
Article 11 and notwithstanding anything contained herein to the contrary, Tenant
shall  have the  right,  without  prior  consent  of Owner to  permit  undivided
occupancy  of a portion of the Demised  Premises by The  Transit  Alliance  (the
"Permitted  Occupant").  The  occupancy  by  the  Permitted  Occupant  shall  be
conditioned   upon  the  agreement   that  such   arrangement   will   terminate
automatically  upon the  termination of this Lease.  No such use or occupancy by
any such persons shall operate to give any such persons any right or interest in
this Lease or the Demised  Premises  other than the right to occupy such portion
of the Demised Premises during the Demised Term, and such use or occupancy shall
be subject and subordinate to all of the terms,  covenants and condition of this
Lease.  Upon  Owner's  request,  Tenant shall  provide  Owner with a copy of any
executed  license or use agreement  with the Permitted  Occupant with respect to
the Demised Premises.

     Section 11.07.  Supplementing  the provisions of Section 11.02, (i) so long
as Owner shall  maintain a directory in the lobby of the  Building,  Owner shall
make available to Tenant space for the listing of Tenant's name and the names of
any of the officers or employees  of Tenant and any  permitted  occupants of the
Demised  Premises  provided that the names so listed shall not require more than
Tenant's Proportionate Share of the space of said directory.


                                   ARTICLE 12
                    EXISTING CONDITIONS/OWNER'S INITIAL WORK

     Section 12.01.  "As Is" but for Owner's Initial Work:  Tenant  acknowledges
that Owner has made no  representations  to Tenant with respect to the condition
of the Demised  Premises and Tenant  agrees to accept  possession of the Demised
Premises in the condition which shall exist on the Commencement Date "as is" and
further  agrees that Owner shall have no  obligation to perform any work or make
any  installations  in  order to  prepare  the  Demised  Premises  for  Tenant's
occupancy  except as otherwise  provided on Exhibit B annexed  hereto and made a
part hereof (such work and  installations  are  referred to as "Owner's  Initial
Work").  The terms,  covenants and conditions of Exhibit B are  incorporated  in
this  Lease by  reference  and shall be deemed a part of this  Lease as  through
fully set forth in the body of this Lease.


                                   ARTICLE 13
                           ACCESS TO DEMISED PREMISES

     Section 13.01.  Owner's Right to Enter: Owner and its agents shall have the
following  rights in and about the  Demised  Premises:  (i) to enter the Demised
Premises at all times to examine the Demised Premises or for any of the purposes
set forth in this Article or for the purpose of  performing  any  obligation  of
Owner under this Lease or  exercising  any right or remedy  reserved to Owner in
this Lease, or complying with any Legal  Requirement which Owner is obligated to
comply  with  hereunder,  and if  Tenant,  its  officers,  partners,  agents  or
employees shall not be personally  present or shall not open and permit an entry
into the  Demised  Premises at any time when such entry  shall be  necessary  or


                                       25
<PAGE>

permissible, to use a master key or to forcibly enter the Demised Premises; (ii)
to erect, install, use and maintain pipes, ducts and conduits in and through the
Demised Premises;  (iii) to exhibit the Demised Premises to others; (iv) to make
such decorations, repairs, alterations, improvements or additions, or to perform
such maintenance, including, but not limited to, the maintenance of all heating,
air conditioning, ventilating, elevator, plumbing, electrical, telecommunication
and other mechanical facilities,  as Owner may deem necessary or desirable;  (v)
to take all materials into and upon the Demised Premises that may be required in
connection  with  any  such  decorations,  repairs,  alterations,  improvements,
additions or maintenance;  and (vi) to alter,  renovate and decorate the Demised
Premises at any time during the Demised Term if Tenant shall have removed all or
substantially all of Tenant's  property from the Demised  Premises.  The lessors
under any Superior Lease and the holders of any Mortgage shall have the right to
enter the Demised Premises from time to time through their respective employees,
agents,  representatives  and  architects  to  inspect  the  same or to cure any
default of Owner or Tenant relating  thereto.  Owner shall have the right,  from
time to time, to change the name, number or designation by which the Building is
commonly known which right shall include, without limitation,  the right to name
the Building after any tenant of the Building.

     Section 13.02.  Owner's  Reservation of Rights to Portions of the Building:
All parts (except  surfaces facing the interior of the Demised  Premises) of all
walls,  windows and doors  bounding  the Demised  Premises  (including  exterior
Building  walls,  core corridor  walls,  doors and  entrances),  all  balconies,
terraces and roofs adjacent to the Demised Premises, all space in or adjacent to
the  Demised  Premises  used  for  shafts,  stacks,  stairways,  chutes,  pipes,
conduits,  ducts, fan rooms, heating, air conditioning,  ventilating,  plumbing,
electrical,  telecommunication and other mechanical facilities, closets, service
closets and other Building  facilities,  and the use thereof,  as well as access
thereto through the Demised Premises for the purposes of operation, maintenance,
alteration  and repair,  are hereby  reserved to Owner.  Owner also reserves the
right  at  any  time  to  change  the  arrangement  or  location  of  entrances,
passageways,  doors, doorways,  corridors,  elevators, stairs, toilets and other
public parts of the Building,  provided any such change does not permanently and
unreasonably obstruct Tenant's access to the Demised Premises. Nothing contained
in this  Article  shall  impose any  obligation  upon Owner with  respect to the
operation,  maintenance,  alteration  or repair of the  Demised  Premises or the
Building.

     Section 13.03. Access to Third Parties: Owner and its agents shall have the
right to permit access to the Demised  Premises,  whether or not Tenant shall be
present,  to any  receiver,  trustee,  assignee  for the  benefit of  creditors,
sheriff,  marshal or court officer  entitled to, or reasonably  purporting to be
entitled to, such access for the purpose of taking  possession  of, or removing,
any property of Tenant or any other occupant of the Demised Premises, or for any
other lawful purpose,  or by any representative of the fire,  police,  building,
sanitation or other department of the Town,  County,  Village,  State or Federal
Governments. Neither anything contained in this Section, nor any action taken by
Owner under this  Section,  shall be deemed to constitute  recognition  by Owner
that any person other than Tenant has any right or interest in this Lease or the
Demised Premises.

     Section 13.04. No Actual or Constructive Eviction: The exercise by Owner or
its agents or by the  lessor  under any  Superior  Lease or by the holder of any
Mortgage of any right  reserved to Owner in this Article shall not constitute an
actual or constructive  eviction,  in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve  Tenant from any of its  obligations
under this Lease, or impose any liability upon Owner, or its agents, or upon any
lessor  under any  Superior  Lease or upon the holder of any such  Mortgage,  by
reason of inconvenience or annoyance to Tenant,  or injury to or interruption of
Tenant's business, or otherwise.

     Section 13.05.  Security:  Owner shall be the sole  determinant of the type
and amount of security  services to be provided in the  Building.  In all events
and  notwithstanding  any  provision  of this Lease to the  contrary,  Owner and
Owner's  Indemnitees (as defined in Article 19)shall not be liable to Tenant and
Tenant hereby waives any claim against Owner and Owner's Indemnitees for (a) any
unauthorized or criminal entry of third parties into the Demised Premises or the
Building,  or (b) any  damage to  persons or  property  in or about the  Demised
Premises or the Building by or from any  unauthorized  or criminal acts of third
parties, regardless of any action, inaction, failure, breakdown,  malfunction of
the  security  services  provided or any  negligence  on the part of Landlord or
Owner's Indemnitees.


                                       26
<PAGE>

     Section 13.06. Owner's Reasonable Notice and Times of Entry:  Supplementing
the provisions of Sections 13.01 and 13.02,  Owner agrees that,  except in cases
of emergency,  any entry upon the Demised Premises pursuant to the provisions of
said  Sections  shall be made at  reasonable  times,  and only after  reasonable
advance notice to Tenant (which may be mailed,  delivered or left at the Demised
Premises,  notwithstanding  any  contrary  provisions  of Article  27). Any work
performed or  installations  made pursuant to said  Sections  shall be made with
reasonable  diligence and any such entry, work or installations shall be made in
a manner  designed  to  minimize  interference  with  Tenant's  normal  business
operations (however, nothing contained in this Section shall be deemed to impose
upon Owner any obligation to employ  contractors or labor at so-called  overtime
or other premium pay rates).


                                   ARTICLE 14
                                   VAULT SPACE

     Section 14.01. The Demised Premises do not contain any vaults,  vault space
or other space  outside the  boundaries  of the Real  Property,  notwithstanding
anything contained in this Lease or indicated on any sketch,  blueprint or plan.
Owner makes no  representation  as to the location of the boundaries of the Real
Property.  All vaults and vault space and all other space outside the boundaries
of the Real  Property  which  Tenant may be permitted to use or occupy are to be
used or occupied  under a revocable  license,  and if any such license  shall be
revoked,  or if the amount of such space shall be  diminished or required by any
Federal,  State or Municipal  Authority or by any public utility  company,  such
revocation,  diminution  or  requisition  shall  not  constitute  an  actual  or
constructive  eviction,  in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations  under this
Lease, or impose any liability upon Owner. Any fee, tax or charge imposed by any
governmental  authority for any such vault,  vault space or other space shall be
paid by Tenant.


                                   ARTICLE 15
                            CERTIFICATE OF OCCUPANCY

     Section 15.01. Tenant will not at any time use or occupy, or permit the use
or occupancy  of, the Demised  Premises in violation  of any  Certificate(s)  of
Occupancy covering the Demised Premises.


                                   ARTICLE 16
                                     DEFAULT

     Section 16.01. Events of Default: Upon the occurrence, at any time prior to
or during the Demised Term, of any one or more of the following events (referred
to herein,  singly,  as an "Event of  Default"  and  collectively  as "Events of
Default"):

          (a) if Tenant shall default in the payment when due of any installment
     of Fixed Rent or any  increase in the Fixed Rent or in the payment when due
     of any additional rent and such default shall continue for a period of five
     (5) days after notice by Owner to Tenant of such default; or

          (b) if Tenant shall default in the  observance or  performance  of any
     term,  covenant or condition of this Lease on Tenant's  part to be observed
     or performed  (other than the covenants for the payment of Fixed Rent,  any
     increase in the Fixed Rent and  additional  rent) and Tenant  shall fail to
     remedy such default within thirty (30) days after notice by Owner to Tenant
     of such  default,  or if such default is of such a nature that it cannot be
     completely remedied within said period of thirty (30) days and Tenant shall
     not  commence,  promptly  after  receipt  of  such  notice,  or  shall  not
     thereafter  diligently  prosecute  to  completion,  all steps  necessary to
     remedy such default; or


                                       27
<PAGE>

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

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

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

          (f) if the Demised Premises shall become vacant, deserted or abandoned
     or if Tenant  shall fail to take  occupancy  of the  Demised  Premises  and
     commence the operation of its business  within the Demised  Premises within
     three (3) months of the Commencement Date; or

          (g) if (i) Tenant's  interest in this Lease shall devolve upon or pass
     to any person,  whether by  operation  of law or  otherwise,  or (ii) there
     shall be any  sale,  pledge,  transfer  or other  alienation  described  in
     Section 11.01 of this Lease which is deemed an assignment of this Lease for
     purposes of said Section 11.01, except as expressly permitted under Article
     11;

then, during such time as such Event(s) of Default is/are continuing,  Owner may
at any time,  at  Owner's  option,  give to  Tenant a five (5)  days'  notice of
termination of this Lease and, in the event such notice is given, this Lease and
the Demised Term shall come to an end and expire (whether or not said term shall
have  commenced)  upon the expiration of said five (5) days with the same effect
as if the date of expiration of said five (5) days were the Expiration Date, but
Tenant  shall remain  liable for damages and all other sums payable  pursuant to
the provisions of Article 18.

     Section 16.02.  "Tenant"/Moneys  Received: If, at any time (i) Tenant shall
be comprised of two (2) or more persons, or (ii) Tenant's obligations under this
Lease  shall have been  guaranteed  by any person  other than  Tenant,  or (iii)
Tenant's interest in this Lease shall have been assigned,  the word "Tenant", as
used in Subsections  (c) and (d) of Section  16.01,  shall be deemed to mean any
one or  more  of the  persons  primarily  or  secondarily  liable  for  Tenant's
obligations  under this Lease. Any monies received by Owner from or on behalf of
Tenant during the pendency of any  proceeding  of the types  referred to in said
Subsections  (c) and (d) shall be deemed  paid as  compensation  for the use and
occupation of the Demised  Premises and the acceptance of any such  compensation
by Owner  shall not be deemed an  acceptance  of rent or a waiver on the part of
Owner of any rights under Section 16.01.


                                       28
<PAGE>

                                   ARTICLE 17
                                    REMEDIES

     Section  17.01.  Owner's  Right of Re-Entry  and Right to Relet:  If Tenant
shall default in the payment when due of any installment of Fixed Rent or in the
payment when due of any increase in the Fixed Rent or any additional rent, or if
this Lease and the Demised  Term shall  expire and come to an end as provided in
Article 16:

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

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

     Section 17.02.  Waiver of Right to Redeem,  etc.:  Tenant hereby waives the
service of any notice of intention to re-enter or to institute legal proceedings
to that end which may  otherwise  be  required  to be given under any present or
future  law.  Tenant,  on its own behalf and on behalf of all  persons  claiming
through or under Tenant, including all creditors,  does further hereby waive any
and all rights which Tenant and all such persons might  otherwise have under any
present  or  future  law to redeem  the  Demised  Premises,  or to  re-enter  or
repossess the Demised Premises, or to restore the operation of this Lease, after
(i) Tenant shall have been dispossessed by a judgment or by warrant of any court
or judge,  or (ii) any re-entry by Owner, or (iii) any expiration or termination
of  this  Lease  and  the  Demised  Term,  whether  such  dispossess,  re-entry,
expiration  or  termination  shall be by  operation  of law or  pursuant  to the
provisions of this Lease. The words  "re-enter",  "re-entry" and "re-entered" as
used in this Lease shall not be deemed to be restricted to their technical legal
meanings.  In the  event of a breach or  threatened  breach  by  Tenant,  or any
persons claiming through or under Tenant, of any term,  covenant or condition of
this Lease on Tenant's  part to be observed or  performed,  Owner shall have the
right to enjoin such breach and the right to invoke any other remedy  allowed by
law or in equity as if re-entry,  summary proceedings and other special remedies
were not  provided  in this  Lease for such  breach.  The  right to  invoke  the
remedies  hereinbefore  set  forth in this  Lease is  cumulative  and  shall not
preclude Owner from invoking any other remedy allowed by law or in equity.


                                   ARTICLE 18
                                     DAMAGES

     Section  18.01.  Amount of Owner's  Damages:  If this Lease and the Demised
Term shall  expire and come to an end as  provided in Article 16, or by or under
any summary  proceeding  or any other  action or  proceeding,  or if Owner shall
re-enter  the  Demised  Premises  as  provided in Article 17, or by or under any


                                       29
<PAGE>

summary  proceeding  or any other  action or  proceeding,  then,  in any of said
events:

          (a)  Tenant  shall pay to Owner all Fixed  Rent,  additional  rent and
     other charges  payable under this Lease by Tenant to Owner to the date upon
     which this Lease and the Demised Term shall have expired and come to an end
     or to the date of re-entry upon the Demised  Premises by Owner, as the case
     may be; and

          (b)  Tenant  shall  also be liable  for and  shall  pay to  Owner,  as
     damages, any deficiency  (referred to as a "Deficiency")  between the Fixed
     Rent  reserved  in this Lease for the  period  which  otherwise  would have
     constituted  the unexpired  portion of the Demised Term and the net amount,
     if any, of rents  collected  under any reletting  effected  pursuant to the
     provisions of Section  17.01 for any part of such period  (first  deducting
     from the rents collected  under any such reletting all of Owner's  expenses
     in connection with the  termination of this Lease or Owner's  re-entry upon
     the Demised Premises and with such reletting including, but not limited to,
     all repossession costs, brokerage commissions,  legal expenses,  attorneys'
     fees, alteration costs and other expenses of preparing the Demised Premises
     for  such  reletting).  Any  such  Deficiency  shall  be  paid  in  monthly
     installments  by Tenant on the days  specified in this Lease for payment of
     installments of Fixed Rent,  Owner shall be entitled to recover from Tenant
     each monthly Deficiency as the same shall arise, and no suit to collect the
     amount of the  Deficiency  for any month shall  prejudice  Owner's right to
     collect the Deficiency for any  subsequent  month by a similar  proceeding.
     Solely for the purposes of this Subsection (b), the term "Fixed Rent" shall
     mean the Fixed Rent in effect immediately prior to the date upon which this
     Lease and the  Demised  Term shall have  expired and come to an end, or the
     date of re-entry  upon the Demised  Premises by Owner,  as the case may be,
     adjusted, from time to time, to reflect any increases which would have been
     payable pursuant to any of the provisions of this Lease including,  but not
     limited to, the  provisions  of Article 23 of this Lease if the term hereof
     had not been terminated; and

          (c) At any time after the Demised  Term shall have expired and come to
     an end or Owner shall have  re-entered  upon the Demised  Premises,  as the
     case  may be,  whether  or not  Owner  shall  have  collected  any  monthly
     Deficiencies as aforesaid,  Owner shall be entitled to recover from Tenant,
     and Tenant shall pay to Owner, on demand,  as and for liquidated and agreed
     final  damages,  a sum equal to the amount by which the Fixed Rent reserved
     in this Lease for the period which  otherwise  would have  constituted  the
     unexpired  portion of the Demised Term exceeds the then fair and reasonable
     rental value of the Demised  Premises for the same period,  both discounted
     to present  worth at the rate of four (4%)  percent per annum.  If,  before
     presentation of proof of such liquidated  damages to any court,  commission
     or tribunal,  the Demised  Premises,  or any part thereof,  shall have been
     relet by Owner for the period which  otherwise  would have  constituted the
     unexpired  portion of the Demised Term, or any part thereof,  the amount of
     rent reserved upon such reletting  shall be deemed,  prima facie, to be the
     fair and  reasonable  rental value for the part or the whole of the Demised
     Premises so relet during the term of the reletting. Solely for the purposes
     of this  Subsection (c), the term "Fixed Rent" shall mean the Fixed Rent in
     effect  immediately prior to the date upon which this Lease and the Demised
     Term shall have  expired and come to an end,  or the date of re-entry  upon
     the Demised  Premises by Owner, as the case may be, adjusted to reflect any
     increases  pursuant to the provisions of Article 23 for the Escalation Year
     and Tax Escalation Year immediately preceding such event.

     Section 18.02. Rents Under Reletting:  If the Demised Premises, or any part
thereof,  shall be relet  together with other space in the  Building,  the rents
collected  or reserved  under any such  reletting  and the  expenses of any such
reletting  shall be equitably  apportioned  for the purposes of this Article 18.
Tenant shall in no event be entitled to any rents collected or payable under any
reletting,  whether or not such rents  shall  exceed the Fixed Rent  reserved in
this Lease. Nothing contained in Articles 16, 17 or this Article shall be deemed
to limit or preclude  the  recovery  by Owner from Tenant of the maximum  amount
allowed to be  obtained as damages by any statute or rule of law, or of any sums


                                       30
<PAGE>

or damages to which  Owner may be  entitled in addition to the damages set forth
in Section 18.01.


                                   ARTICLE 19
                          FEES AND EXPENSES; INDEMNITY

     Section  19.01.  Owner's  Right to Cure Tenant's  Default:  If Tenant shall
default in the observance or  performance of any term,  covenant or condition of
this Lease on  Tenant's  part to be observed or  performed,  Owner,  at any time
thereafter and without notice in cases of emergency,  and in other cases,  after
the expiration of any applicable notice and cure period set forth in this Lease,
may remedy such default for Tenant's  account and at Tenant's  expense,  without
thereby  waiving  any other  rights or  remedies  of Owner with  respect to such
default.

     Section 19.02. Tenant's Indemnity and Liability Insurance  Obligations:  A.
Except to the extent  caused by the gross  negligence  or willful  misconduct of
Owner  or  Owner's  Indemnitees  (as  hereinafter  defined),  Tenant  agrees  to
indemnify and save Owner and Owner's Indemnitees  harmless of and from all loss,
cost,  liability,  damage and expense including,  but not limited to, reasonable
counsel fees,  penalties and fines,  incurred in connection with or arising from
(i) any default by Tenant in the  observance or performance of any of the terms,
covenants  or  conditions  of this  Lease on  Tenant's  part to be  observed  or
performed,  or (ii) the breach or failure of any representation or warranty made
by  Tenant in this  Lease,  or (iii)  the use or  occupancy  or manner of use or
occupancy of the Demised  Premises by Tenant or any person  claiming  through or
under  Tenant,  or (iv) any acts,  omissions or negligence of Tenant or any such
person, or the contractors,  agents, servants,  employees, visitors or licensees
of Tenant or any such person,  in or about the Demised  Premises or the Building
either  prior  to,  during,  or after  the  expiration  of,  the  Demised  Term,
including, but not limited to, any acts omissions or negligence in the making or
performing  of any  Alterations.  Tenant  further  agrees to indemnify  and save
harmless Owner and Owner's  Indemnitees of and from all loss,  cost,  liability,
damage and expense,  including,  but not limited to, reasonable counsel fees and
disbursements,  incurred in  connection  with or arising  from any claims by any
persons by reason of injury to persons or damage to property  occasioned  by any
use,  occupancy,  act,  omission  or  negligence  referred  to in the  preceding
sentence.  "Owner's  Indemnitees"  shall mean the Owner, the shareholders or the
partners comprising Owner and its and their partners and shareholders, officers,
directors,  employees,  agents (including  without  limitation,  any leasing and
managing  agents) and  contractors  together  with the lessor under any Superior
Lease and the  holder of any  Mortgage.  If any  action or  proceeding  shall be
brought  against Owner or Owner's  Indemnitees  based upon any such claim and if
Tenant,  upon  notice from Owner,  shall cause such action or  proceeding  to be
defended at Tenant's expense by counsel acting for Tenant's  insurance  carriers
in connection with such defense or by other counsel  reasonably  satisfactory to
Owner,  without any disclaimer of liability by Tenant or such insurance carriers
in connection  with such claim,  Tenant shall not be required to indemnify Owner
and Owner's  Indemnitees  for  counsel  fees in  connection  with such action or
proceeding.

     B.  Throughout  the Demised Term Tenant shall maintain  commercial  general
liability  insurance against any claims by reason of personal injury,  death and
property damage  occurring in or about the Demised  Premises  covering,  without
limitation,  the  operation of any private air  conditioning  equipment  and any
private elevators, escalators or conveyors in or serving the Demised Premises or
any part  thereof,  whether  installed  by Owner,  Tenant or  others,  and shall
furnish to Owner duplicate  original  policies of such insurance or certificates
evidencing the same at least ten (10) days prior to the Commencement Date and at
least  ten (10)  days  prior to the  expiration  of the term of any such  policy
previously  furnished by Tenant,  in which policies or certificates  Owner,  and
Owner's  Indemnitees  shall be named  as  parties  insured,  which  policies  or
certificates  shall be issued by  companies,  and shall be in form and  amounts,
satisfactory  to Owner.  The  minimum  limits of  liability  shall be a combined
single  limit  with  respect  to each  occurrence  in an amount of not less than
$5,000,000  for injury (or death) and damage to property or such greater  amount
as Owner may, from time to time, reasonably require.

     Section 19.03.  Payments:  Tenant shall pay to Owner,  within five (5) days
next following rendition by Owner to Tenant of bills or statements therefor: (i)
sums equal to all expenditures made and monetary  obligations  incurred by Owner


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<PAGE>

including,  but not limited to,  expenditures made and obligations  incurred for
reasonable counsel fees and  disbursements,  in connection with the remedying by
Owner,  for Tenant's account pursuant to the provisions of Section 19.01, of any
default  of  Tenant,  and (ii) sums  equal to all  losses,  costs,  liabilities,
damages and expenses  referred to in Section 19.02,  and (iii) sums equal to all
expenditures made and monetary obligations incurred by Owner including,  but not
limited to,  expenditures made and obligations  incurred for reasonable  counsel
fees and  disbursements,  in collecting or attempting to collect the Fixed Rent,
any  additional  rent or any other sum of money  accruing under this Lease or in
enforcing  or  attempting  to enforce  any  rights of Owner  under this Lease or
pursuant  to  law,  whether  by  the  institution  and  prosecution  of  summary
proceedings  or  otherwise;  and (iv) all other sums of money  (other than Fixed
Rent) accruing from Tenant to Owner under the provisions of this Lease.  Any sum
of money (other than Fixed Rent)  accruing from Tenant to Owner  pursuant to any
provision of this Lease,  whether prior to or after the Commencement  Date, may,
at Owner's  option,  be deemed  additional  rent,  and Owner shall have the same
remedies for Tenant's failure to pay any item of additional rent when due as for
Tenant's  failure  to pay any  installment  of Fixed  Rent  when  due.  Tenant's
obligations   under  this  Article  shall  survive  the   expiration  or  sooner
termination of the Demised Term.

     Section 19.04.  Tenant's Late Payments - Late Charges: If Tenant shall fail
to make  payment of any  installment  of Fixed Rent or any increase in the Fixed
Rent or any  additional  rent  within  ten (10)  days  after  the date when such
payment is due,  Tenant shall pay to Owner,  in addition to such  installment of
Fixed Rent or such  increase in the Fixed Rent or such  additional  rent, as the
case may be, as a late charge and as additional  rent, a sum equal to seven (7%)
percent per annum above the then current prime rate (as the term "prime rate" is
defined in Section 31.03) charged by JPMorgan Chase Bank or its successor of the
amount  unpaid  computed from the date such payment was due to and including the
date of payment.


                                   ARTICLE 20
                                ENTIRE AGREEMENT

     Section 20.01.  Entire Agreement:  This Lease contains the entire agreement
between the parties and all prior negotiations and agreements are merged in this
Lease.  Neither  Owner  nor  Owner's  agents  have made any  representations  or
warranties with respect to the Demised Premises, the Building, the Real Property
or this  Lease  except  as  expressly  set forth in this  Lease  and no  rights,
easements  or  licenses  are or shall be acquired  by Tenant by  implication  or
otherwise  unless  expressly  set  forth in this  Lease.  This  Lease may not be
changed,  modified or discharged,  in whole or in part,  orally and no executory
agreement  shall be effective  to change,  modify or  discharge,  in whole or in
part,  this Lease or any provisions of this Lease,  unless such agreement is set
forth in a written instrument  executed by the party against whom enforcement of
the change, modification or discharge is sought. All references in this Lease to
the consent or approval of Owner shall be deemed to mean the written  consent of
Owner,  or the written  approval of Owner, as the case may be, and no consent or
approval of Owner shall be  effective  for any  purpose  unless such  consent or
approval is set forth in a written instrument executed by Owner.


                                   ARTICLE 21
                                   END OF TERM

     Section  21.01.  End of Term: On the date upon which the Demised Term shall
expire and come to an end,  whether  pursuant to any of the  provisions  of this
Lease or by operation of law,  and whether on or prior to the  Expiration  Date,
Tenant,  at Tenant's  sole cost and expense,  (i) shall quit and  surrender  the
Demised Premises to Owner, broom clean and in good order and condition, ordinary
wear excepted,  and (ii) shall remove all of Tenant's  Personal Property and all
other property and effects of Tenant and all persons  claiming  through or under
Tenant from the Demised  Premises and the  Building,  and (iii) shall repair all
damage to the Demised  Premises  occasioned  by such removal and (iv) shall,  at
Owner's election,  exercisable within six (6) months following the expiration or
earlier  termination of the Demised Term, remove any private interior staircases
in the Demised  Premises or connecting the Demised  Premises or any part thereof
with any other space  (referred to herein as the "Other  Space") in the Building
occupied by Tenant,  and restore  those  portions of the Demised  Premises,  the
Other Space and the Building affected by any such staircases (including, but not


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<PAGE>

limited to, the slabbing  over of any  openings) to the  condition of each which
existed prior to the installation of any such staircases,  and repair any damage
to the  Demised  Premises,  Other  Space  and the  Building  occasioned  by such
removal.  Notwithstanding  the provisions of  subdivision  (iv) of the foregoing
sentence,  in the event Owner does not elect to have removed any such  staircase
referred  to therein,  any such  staircase  shall be and remain the  property of
Owner at no cost or expense to Owner.  Owner  shall have the right to retain any
property  and effects  which  shall  remain in the  Demised  Premises  after the
expiration or sooner  termination of the Demised Term, and any net proceeds from
the sale thereof,  without waiving Owner's rights with respect to any default by
Tenant under the foregoing provisions of this Section.  Tenant expressly waives,
for itself and for any person claiming through or under Tenant, any rights which
Tenant or any such person may have under the  provisions  of Section 2201 of the
New York Civil  Practice Law and Rules and of any  successor  law of like import
then in force, in connection with any holdover summary  proceedings  which Owner
may institute to enforce the foregoing  provisions of this Article. If said date
upon  which the  Demised  Term  shall  expire and come to an end shall fall on a
Sunday or holiday,  then Tenant's  obligations  under the first sentence of this
Section  shall  be  performed  on or  prior  to the  Saturday  or  business  day
immediately preceding such Sunday or holiday.  There shall be no holding over by
Tenant after the expiration or earlier termination of this Lease and the failure
by Tenant to deliver  possession  of the  Demised  Premises to Owner shall be an
unlawful  holdover.  During any period in which Tenant so holds over, at Owner's
option,  the  rental  value  of the  Demised  Premises,  payable  from  the date
immediately  following  the date on which  Tenant  was to  deliver  the  Demised
Premises to Owner,  through and including the last day of the calendar  month in
which  Tenant so delivers the Demised  Premises,  shall be deemed to be equal to
the  greater of 150% of (a) the Fixed Rent  payable  immediately  preceding  the
expiration  or earlier  termination  of this Lease,  or (b) the then fair market
rental value of the Demised  Premises.  Tenant's  obligations under this Section
shall survive the expiration or sooner termination of the Demised Term.


                                   ARTICLE 22
                                 QUIET ENJOYMENT

     Section 22.01. Quiet Enjoyment: Owner covenants and agrees with Tenant that
upon Tenant paying the Fixed Rent and additional rent reserved in this Lease and
observing and  performing  all of the terms,  covenants  and  conditions of this
Lease on Tenant's  part to be observed and  performed,  Tenant may peaceably and
quietly enjoy the Demised Premises during the Demised Term, subject, however, to
the terms, covenants and conditions of this Lease including, but not limited to,
the  provisions  of Section  37.01,  and subject to the  Superior  Lease and the
Mortgage referred to in Section 7.01.


                                   ARTICLE 23
                                   ESCALATION

     Section 23.01.  Definitions:  In the  determination  of any increase in the
Fixed Rent under the provisions of this Article, Owner and Tenant agree that the
following terms shall have the following meanings:

     A. The term "Tax  Escalation  Year" shall mean each fiscal year  commencing
January 1st and ending on the  following  December  31st which shall include any
part of the  Demised  Term.  With  respect  to any Taxes (as  defined in Section
23.01(C))  which are payable based on a period other than a Tax Escalation  Year
of January 1st through  December  31st,  the portion of such Taxes which will be
included in any Tax Escalation Year shall be the portion  thereof  allocable and
attributable  to such Tax Escalation  Year (e.g.  with respect to the levying of
school  taxes for the period  commencing  on July 1, 2003 and ending on June 30,
2004 and for the period  commencing on July 1, 2004 and ending on June 30, 2005,
such school taxes levied against the Building for such periods shall be included
in and allocable to the Tax  Escalation  Year  commencing on January 1, 2004 and
ending on December  31, 2005 as follows:  one-half  (1/2) of the total amount of
such  school tax levied for the school tax year  commencing  on July 1, 2003 and
ending on June 30, 2004 and  one-half  (1/2) of the total  amount of such school
tax levied for the school tax year commencing on July 1, 2004 and ending on June
30, 2005).


                                       33
<PAGE>

     B. Intentionally Deleted.

     C. The term "Taxes"  shall be deemed to mean a sum equal to all real estate
taxes and  assessments,  special  or  otherwise  (including  without  limitation
General, School, State County, Village or Town Tax), upon or with respect to the
Real Property  imposed by the Town of  Hempstead,  County of Nassau or any other
taxing  authority to create a source of revenue through  taxation of real estate
as such. If, due to any change in the method of taxation, any franchise, income,
profit, sales, rental, use and occupancy or other tax or payments in lieu of any
such taxes shall be substituted for, or levied against Owner or any owner of the
Building or the Real  Property,  in lieu of any real estate taxes or assessments
upon or with respect to the Real  Property,  such tax or payments in lieu of any
such taxes shall be included in the term Taxes for the purposes of this Article.
The  amounts  required  to be paid by Owner or any  tenant  or  occupant  of the
Building or the Real  Property  pursuant to any Payment in Lieu of Tax Agreement
entered into with a taxing authority having  jurisdiction over the Real Property
shall be included in the term Taxes for the purposes of this Article.

     D. The term "Owner's Basic Tax Liability" shall mean a sum equal to General
Taxes  payable for calendar  year 2005 and School Taxes payable for the tax year
commencing on July 1, 2005 and ending on June 30, 2006.

     E. The term "Demised Premises Area" shall mean 3,367 rentable square feet.

     F. The term "Building Area" shall mean 103,528 rentable square feet.

     G. The term  "Tenant's  Proportionate  Share" shall mean the fraction,  the
denominator  of which is the  Building  Area and the  numerator  of which is the
Demised Premises Area (3.2523%).

     H. The term "Owner's Tax Statement"  shall mean an instrument  containing a
computation  of any  increase in the Fixed Rent  pursuant to the  provisions  of
Section 23.02A of this Article.

     Section 23.02.  Taxes: A. If Taxes payable in any Tax Escalation Year shall
be in such  amount as shall  constitute  an  increase  above  Owner's  Basic Tax
Liability,  the Fixed Rent for such Tax Escalation  Year shall be increased by a
sum equal to Tenant's Proportionate Share of any such increase in Taxes.

     B. Unless the Commencement  Date shall occur on a January 1st, any increase
in the Fixed Rent  pursuant to the  provisions  of  Subsection A of this Section
23.02 for the Tax  Escalation  Year in which the  Commencement  Date shall occur
shall be apportioned in that  percentage  which the number of days in the period
from the  Commencement  Date to December 31st of such Tax Escalation  Year, both
inclusive, bears to the total number of days in such Tax Escalation Year. Unless
the Demised Term shall expire on a December 31st, any increase in the Fixed Rent
pursuant to the provisions of said  Subsection A for the Tax Escalation  Year in
which the date of the  expiration  of the  Demised  Term  shall  occur  shall be
apportioned  in that  percentage  which the  number of days in the  period  from
January  1st of  such  Tax  Escalation  Year to such  date of  expiration,  both
inclusive, bears to the total number of days in such Tax Escalation Year.

     Section 23.03.  Calculation  and Payment of Taxes: A. Owner shall render to
Tenant,  either in accordance  with the  provisions of Article 27 or by personal
delivery at the Demised Premises or by regular mail to the same address as Fixed
Rent bills are sent by Owner,  an Owner's Tax Statement with respect to each Tax
Escalation  Year,  either prior to or during such Tax Escalation  Year.  Owner's
failure to render an Owner's Tax  Statement  with respect to any Tax  Escalation
Year  shall  not  prejudice  Owner's  right  to  recover  any  sums due to Owner
hereunder with respect to such Tax Escalation  Year, nor shall it deprive Tenant
of any credit to which it otherwise  might be entitled  with respect to such Tax
Escalation  Year  pursuant to the  provisions  of  Subsection  B of this Section
23.03. The obligations of Owner and Tenant under the provisions of Section 23.02
and this  Section  23.03 with  respect to any  increase in the Fixed Rent or any


                                       34
<PAGE>

credit to which  Tenant may be  entitled  shall  survive the  expiration  or any
sooner  termination  of the Demised  Term.  Within ten (10) days next  following
rendition  of the first  Owner's  Tax  Statement  which shows an increase in the
Fixed Rent for any Tax Escalation Year, Tenant shall pay to Owner a sum equal to
one-twelfth  (1/12th) of the amount of the increase  shown upon such Owner's Tax
Statement for such Tax Escalation Year (before any apportionment pursuant to the
provisions of Subsection B of Section 23.02).  If any such Owner's Tax Statement
shall be rendered  after the  commencement  of any Tax Escalation  Year,  Tenant
shall pay to Owner on the first day of the  calendar  month next  following  the
rendition of such Owner's Tax Statement (in addition to the payment  required by
the  immediately  preceding  sentence) a sum equal to one-twelfth  (1/12) of the
increase in the Fixed Rent payable pursuant to the provisions of Subsection A of
Section 23.02 for such Tax Escalation  Year shown on such statement  (before any
apportionment  pursuant to the  provisions  of  Subsection  B of Section  23.02)
multiplied by the number of months which may have elapsed between January 1st of
such Tax Escalation Year and the month in which such payment is made.

     B. If, as a result of any application or proceeding brought by or on behalf
of Owner, Owner's Basic Tax Liability shall be decreased,  Owner's Tax Statement
next  following such decrease shall include any adjustment of the Fixed Rent for
all prior Tax Escalation  Years reflecting a debit to Tenant equal to the amount
by which (a) the aggregate Fixed Rent payable with respect to all such prior Tax
Escalation  Years (as increased  pursuant to the operation of the  provisions of
Subsection A of Section  23.02) based upon such  reduction of Owner's  Basic Tax
Liability shall exceed (b) the aggregate Fixed Rent actually paid by Tenant with
respect  to all  such  prior  Tax  Escalation  Years.  If,  as a  result  of any
application or proceeding  brought by or on behalf of Owner for reduction of the
assessed  valuation of the Real  Property for any fiscal tax year  subsequent to
the fiscal tax year  commencing  January 1st, 2005, and expiring  December 31st,
2005 with respect to General and Village Taxes,  or the tax year commencing July
1, 2005 and expiring June 30, 2006 with respect to School Taxes,  there shall be
a decrease  in Taxes for any Tax  Escalation  Year with  respect to which  Owner
shall have previously  rendered an Owner's Tax Statement,  Owner's Tax Statement
next  following  such decrease shall include an adjustment of the Fixed Rent for
such Tax  Escalation  Year  reflecting a credit to Tenant equal to the amount by
which (i) the  Fixed  Rent  actually  paid by Tenant  with  respect  to such Tax
Escalation  Year (as increased  pursuant to the  operation of the  provisions of
Subsection  A of Section  23.02),  shall exceed (ii) the Fixed Rent payable with
respect to such Tax Escalation  Year (as increased  pursuant to the operation of
the  provisions of Subsection A of Section  23.02) based upon such  reduction of
the  assessed  valuation.  Tenant  shall  not bring or cause to be  brought  any
application  or proceeding  for reduction of the assessed  valuation of the Real
Property.  Tenant shall pay to Owner within  thirty (30) days after  demand,  as
additional rent under this Lease, a sum equal to Tenant's Proportionate Share of
all costs and expenses,  including,  without  limitation,  counsel fees, paid or
incurred by Owner in connection with any  application or proceeding  brought for
reduction of the assessed valuation of the Real Property or any other contest of
Taxes upon the Real Property for any Tax  Escalation  Year,  whether or not such
application,  proceeding or other contest was commenced  and/or  settled  and/or
determined prior to the Tax Escalation Year in question.

     Section 23.04.  Collection of Increases in Fixed Rent:  The  obligations of
Owner and Tenant  under the  provisions  of this  Article 23 with respect to any
increase in the Fixed Rent, or any credit to which Tenant may be entitled  shall
survive the  expiration  or sooner  termination  of the Demised  Term.  All sums
payable by Tenant to Owner  pursuant to the  provisions of this Article 23 shall
be collectible by Owner in the same manner as Fixed Rent.


                                   ARTICLE 24
                                    NO WAIVER

     Section  24.01.  Owner's  Termination  Not  Prevented:  Neither  any option
granted  to Tenant in this  Lease or in any  collateral  instrument  to renew or
extend the Demised  Term,  nor the exercise of any such option by Tenant,  shall
prevent Owner from  exercising  any option or right granted or reserved to Owner
in this Lease or in any collateral  instrument or which Owner may have by virtue
of any law,  to  terminate  this Lease and the  Demised  Term or any  renewal or
extension of the Demised Term either during the original  Demised Term or during
the renewed or extended term. Any termination of this Lease and the Demised Term
shall serve to  terminate  any such renewal or extension of the Demised Term and


                                       35
<PAGE>

any right of Tenant to any such  renewal  or  extension,  whether  or not Tenant
shall have  exercised any such option to renew or extend the Demised  Term.  Any
such option or right on the part of Owner to terminate this Lease shall continue
during any extension or renewal of the Demised Term. No option granted to Tenant
to renew or extend the  Demised  Term shall be deemed to give Tenant any further
option to renew or extend.

     Section 24.02. No Termination by Tenant/No  Waiver: No act or thing done by
Owner or  Owner's  agents  during the  Demised  Term  shall  constitute  a valid
acceptance of a surrender of the Demised  Premises or any  remaining  portion of
the Demised Term except a written instrument accepting such surrender,  executed
by Owner.  No employee of Owner or of Owner's agents shall have any authority to
accept the keys of the Demised  Premises prior to the  termination of this Lease
and the Demised Term,  and the delivery of such keys to any such employee  shall
not  operate  as a  termination  of this  Lease or a  surrender  of the  Demised
Premises;  however,  if Tenant desires to have Owner sublet the Demised Premises
for Tenant's  account,  Owner or Owner's  agents are  authorized to receive said
keys for such  purposes  without  releasing  Tenant from any of its  obligations
under this Lease, and Tenant hereby relieves Owner of any liability for loss of,
or damage to, any of Tenant's  property or other effects in connection with such
subletting.  The failure by Owner to seek redress for breach or violation of, or
to insist upon the strict  performance  of, any term,  covenant or  condition of
this Lease on Tenant's  part to be observed  or  performed,  shall not prevent a
subsequent act or omission which would have  originally  constituted a breach or
violation of any such term,  covenant or condition from having all the force and
effect of an  original  breach or  violation.  The receipt by Owner of rent with
knowledge  of the  breach  or  violation  by Tenant  of any  term,  covenant  or
condition of this Lease on Tenant's  part to be observed or performed  shall not
be deemed a waiver of such breach or violation.  Owner's  failure to enforce any
Building  Rule  against  Tenant or against  any other  tenant or occupant of the
Building shall not be deemed a waiver of any such Building Rule. No provision of
this Lease shall be deemed to have been waived by Owner unless such waiver shall
be set forth in a written instrument  executed by Owner. No payment by Tenant or
receipt by Owner of a lesser  amount  than the  aggregate  of all Fixed Rent and
additional  rent then due under this  Lease  shall be deemed to be other than on
account of the first  accruing  of all such  items of Fixed Rent and  additional
rent  then  due,  no  endorsement  or  statement  on any  check  and  no  letter
accompanying  any check or other rent  payment in any such lesser  amount and no
acceptance of any such check or other such payment by Owner shall  constitute an
accord and satisfaction,  and Owner may accept any such check or payment without
prejudice to Owner's  right to recover the balance of such rent or to pursue any
other legal remedy.


                                   ARTICLE 25
                         MUTUAL WAIVER OF TRIAL BY JURY

     Section  25.01.  A.  Owner and  Tenant  hereby  waive  trial by jury in any
action,  proceeding or counterclaim brought by Owner or Tenant against the other
on any matter whatsoever arising out of or in any way connected with this Lease,
the  relationship  of landlord  and tenant,  the use or occupancy of the Demised
Premises by Tenant or any person claiming through or under Tenant,  any claim of
injury or damage,  and any emergency or other  statutory  remedy;  however,  the
foregoing  waiver shall not apply to any action for personal  injury or property
damage. The provisions of the foregoing sentence shall survive the expiration or
any sooner  termination  of the Demised  Term.  If Owner  commences  any summary
proceeding,  or any other proceeding of like import,  Tenant agrees:  (i) not to
interpose any counterclaim of whatever nature or description in any such summary
proceeding,  or any other proceeding of like import, unless failure to interpose
such counterclaim  would preclude Tenant from asserting such claim in a separate
action  or  proceeding;  and  (ii) not to seek to  remove  to  another  court or
jurisdiction or consolidate any such summary proceeding,  or other proceeding of
like  import,  with any action or  proceeding  which may have been,  or will be,
brought by Tenant.  In the event that Tenant shall breach any of its obligations
set forth in the immediately preceding sentence, Tenant agrees (a) to pay all of
Owner's attorneys' fees and disbursements in connection with Owner's enforcement
of such obligations of Tenant and (b) in all events, to pay all accrued, present
and future Fixed Rent and increases therein and additional rent payable pursuant
to the provisions of this Lease.


                                       36
<PAGE>

     B. All judicial  actions,  suits or  proceedings  brought  against Owner or
Tenant with  respect to its  respective  obligations,  liabilities  or any other
matter  under  or  arising  out  of or in  connection  with  this  Lease  or for
recognition or enforcement of any judgment  rendered in any such proceedings may
be brought in any state or federal  court of  competent  jurisdiction  in Nassau
County.  By execution and delivery of this Lease,  Owner and Tenant each accept,
generally and  unconditionally,  the nonexclusive  jurisdiction of the aforesaid
courts and irrevocably  agree to be bound by any final judgment rendered thereby
in  connection  with  this  Lease  from  which no  appeal  has been  taken or is
available.  Owner and Tenant each hereby irrevocably waives any objection to the
laying of venue or based on the grounds of forum non conveniens which it may now
or hereafter  have to the bringing of any such action or  proceeding in any such
jurisdiction.  Nothing  herein shall limit the right of Owner or Tenant to bring
any  action,  suit or  proceeding  against the other party in any other court of
competent jurisdiction. Owner and Tenant acknowledge that final judgment against
it in any  action,  suit or  proceeding  referred  to in this  Article  shall be
conclusive  and  may be  enforced  in any  other  jurisdiction,  by  suit on the
judgment,  a certified or exemplified copy of which shall be conclusive evidence
of the fact and of the amount of any such judgment against such party.


                                   ARTICLE 26
                              INABILITY TO PERFORM

     Section 26.01.  If, by reason of strikes or other labor  disputes,  fire or
other casualty (or reasonable delays in adjustment of insurance), accidents, any
Legal Requirements,  any orders of any Governmental Authority or any other cause
beyond  Owner's  reasonable  control,  whether or not such other  cause shall be
similar in nature to those  hereinbefore  enumerated (any of the  aforementioned
events,  a "Force Majeure  Event"),  Owner is unable to furnish or is delayed in
furnishing  any utility or service  required to be  furnished by Owner under the
provisions  of Article 29 or any other  Article of this Lease or any  collateral
instrument,  or is unable to  perform or make or is  delayed  in  performing  or
making  any  installations,  decorations,  repairs,  alterations,  additions  or
improvements,  whether or not  required to be performed or made under this Lease
or under any  collateral  instrument,  or is unable to  fulfill or is delayed in
fulfilling any of Owner's other  obligations  under this Lease or any collateral
instrument,   no  such  inability  or  delay  shall   constitute  an  actual  or
constructive  eviction,  in whole or in part, or entitle Tenant to any abatement
or  diminution  of rent (except as  expressly  set forth in Section  29.10),  or
relieve  Tenant  from any of its  obligations  under this  Lease,  or impose any
liability  upon Owner or its agents by reason of  inconvenience  or annoyance to
Tenant, or injury to or interruption of Tenant's business, or otherwise.


                                   ARTICLE 27
                                     NOTICES

     Section 27.01.  Except as otherwise  expressly  provided in this Lease, any
bills, statements,  notices,  demands, requests or other communications given or
required  to be given under this Lease  shall be  effective  only if rendered or
given  in  writing,  sent  by a  nationally  recognized  courier  service  or by
registered or certified mail (return receipt requested  optional),  addressed as
follows:

     (a) To Tenant  (i) at  Tenant's  address  set forth in this Lease if mailed
prior to Tenant's  taking  possession  of the Demised  Premises,  or (ii) at the
Building if mailed  subsequent  to  Tenant's  taking  possession  of the Demised
Premises,  or (iii) at any place where Tenant or any agent or employee of Tenant
may be found if mailed subsequent to Tenant's vacating, deserting, abandoning or
surrendering the Demised Premises, or

     (b) To Owner at Owner's  address  set forth in this  Lease,  with a copy to
Goldfarb & Fleece, 345 Park Avenue, New York, New York 10154, Attention: Marc J.
Becker, Esq., or


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<PAGE>

     (c) addressed to such other address as either Owner or Tenant may designate
as its new address for such purpose by notice  given to the other in  accordance
with the provisions of this Section. Any such bill, statement,  notice,  demand,
request or other communication shall be deemed to have been rendered or given on
the date when it shall have been mailed as provided in this Section.

Nothing contained in this Section 27.01 shall preclude,  limit or modify Owner's
service of any notice,  statement,  demand or other  communication in the manner
required  by law,  including,  but not  limited  to,  any  demand for rent under
Article 7 of the New York  Real  Property  Actions  and  Proceedings  Law or any
successor laws of like import.


                                   ARTICLE 28
                               PARTNERSHIP TENANT

     Section 28.01.  If Tenant is a partnership or  professional  corporation or
limited  liability  company  (or is  comprised  of  two  (2)  or  more  persons,
individually   and  as  co-partners  of  a  partnership  or  shareholders  of  a
professional  corporation  or  members  of a limited  liability  company)  or if
Tenant's  interest  in  this  Lease  shall  be  assigned  to  a  partnership  or
professional  corporation  or limited  liability  company (or to two (2) or more
persons,  individually  and as co-partners of a partnership or shareholders of a
professional  corporation or members of a limited liability company) pursuant to
Article 11 (any such partnership,  professional  corporation,  limited liability
company  and such  persons  are  referred  to in this  Section  as  "Partnership
Tenant"),  the  following  provisions  of  this  Section  shall  apply  to  such
Partnership  Tenant:  (i) each of the  persons  comprising  Partnership  Tenant,
whether or not such person shall be one of the persons  comprising Tenant at the
time in question,  hereby consents in advance to, and agrees to be bound by, any
written  instrument  which may  hereafter  be executed,  changing,  modifying or
discharging  this Lease, in whole or in part, or surrendering all or any part of
the Demised  Premises to Owner, and by any notices,  demands,  requests or other
communications  which may hereafter be given by Partnership  Tenant or by any of
the  persons  comprising  Partnership  Tenant,  and (ii) any bills,  statements,
notices,  demands,  requests  or  other  communications  given  or  rendered  to
Partnership Tenant or to any of the persons comprising  Partnership Tenant shall
be deemed  given or rendered to  Partnership  Tenant and to all such persons and
shall be binding upon Partnership Tenant and all such persons.


                                   ARTICLE 29
                             UTILITIES AND SERVICES


     Section 29.01.  Elevators: As long as Tenant is not in default under any of
the terms, covenants or conditions of this Lease on Tenant's part to be observed
or performed,  Owner,  at Owner's  expense,  shall furnish  necessary  passenger
elevator  facilities  on business  days (as defined in Section  31.01) from 8:00
A.M.  to 6:00 P.M.  and shall have a passenger  elevator  subject to call at all
other times.  Tenant shall be entitled to the  non-exclusive  use of the freight
elevator in common with other  tenants and  occupants of the Building  from 8:00
A.M. to 6:00 P.M. on business days,  subject to such  reasonable  rules as Owner
may adopt for the use of the freight  elevator.  At any time or times all or any
of the elevators in the Building may, at Owner's option, be automatic elevators,
and Owner shall not be required to furnish any  operator  service for  automatic
elevators.  If Owner shall, at any time,  elect to furnish  operator service for
any automatic  elevators,  Owner shall have the right to discontinue  furnishing
such service with the same effect as if Owner had never  elected to furnish such
service.

     Section  29.02.  Heat:  A. Owner,  at Owner's  expense,  shall  furnish and
distribute to the Demised  Premises  through the Building  heating system,  when
required  for  the  comfortable  occupancy  of  the  Premises,  heated  air,  at
reasonable  temperatures,  pressures  and degrees of humidity and in  reasonable
volumes and velocities on a year-round basis, on business days from 8:00 A.M. to
6:00 P.M.

     B. Air Conditioning: On or about the Commencement Date, Owner shall install
an air conditioning unit and related equipment (collectively,  the "Dedicated AC
Unit"), as more particularly  described on Exhibit B, to provide conditioned air


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<PAGE>

to the Demised  Premises,  the operation of which shall be controlled by Tenant.
Tenant shall be  responsible  for the payment of the entire cost of  electricity
required to operate the Dedicated AC Unit charged by the  corporation(s)  and/or
other  entity(ies)  selected by Owner to furnish  electricity  to the  Building,
which electric  consumption shall be measured a submeter  installed by Owner. In
addition  to the  payment  required  to be  made  by  Tenant  to  Owner  for the
electricity  required to operate the Dedicated  Unit as aforesaid,  Tenant shall
also pay to Owner as an administrative  fee a sum equal to seven (7%) percent of
such actual cost to Owner of  purchasing  electricity  for the  operation of the
Dedicated AC Unit.  In the event that Tenant  requires  additional  utilities in
order to operate the Dedicated AC Unit (for example,  steam or condenser water),
Tenant shall be responsible for the payment of the entire cost of such utilities
and in the event Owner shall be required to install a meter to measure  Tenant's
consumption  of  any  such  additional  utilities,   Tenant  shall  pay,  as  an
administrative  fee, a sum equal to seven (7%)  percent of such  actual  cost to
Owner of  purchasing  such utility for the  operation of the  Dedicated AC Unit.
Owner shall,  at Owner's sole cost and expense,  maintain the  Dedicated AC Unit
and  make  all  repairs  and  replacements  to the  Dedicated  AC  Unit  and any
replacements  thereof as and when  needed  during the  Demised  Term except that
Owner, at Tenant's sole cost and expense, shall make any and all repairs to such
Dedicated AC Unit  occasioned by any acts,  omissions or negligence of Tenant or
any person  claiming  through or under  Tenant.  The  Dedicated  AC Unit and any
replacements thereof shall be and remain Owner's property.

     C. HVAC Rules and  Regulations:  Tenant shall cooperate fully with Owner at
all  times  and  abide by all  regulations  and  requirements  which  Owner  may
reasonably  prescribe for the proper  functioning and protection of the Building
heating  system and the  Dedicated  AC Unit.  In  addition  to any and all other
rights and  remedies  which Owner may invoke for a violation or breach of any of
the foregoing provisions of this Section 29.02, Owner may discontinue furnishing
services under this Section  during the period of such violation or breach,  and
such discontinuance shall not constitute an actual or constructive  eviction, in
whole or in part,  or entitle  Tenant to any abatement or diminution of rent, or
relieve  Tenant  from any of its  obligations  under this  Lease,  or impose any
liability upon Owner, or its agents,  by reason of inconvenience or annoyance to
Tenant, or injury to or interruption of Tenant's business, or otherwise.

     Section 29.03.  Cleaning:  A. As long as Tenant is not in default under any
of the terms,  covenants  or  conditions  of this Lease on  Tenant's  part to be
observed or performed,  and provided  Tenant shall keep the Demised  Premises in
order,  Owner, at Owner's  expense,  shall cause the office areas of the Demised
Premises to be cleaned  substantially in accordance with the standards set forth
in  Schedule  B,  all of the  terms,  covenants  and  conditions  of  which  are
incorporated  in this  Lease by  reference  and  shall be  deemed a part of this
Lease,  as  though  fully set  forth in the body of this  Lease and shall  cause
Tenant's  ordinary  office  waste  paper  refuse  to be  removed.  Tenant  shall
cooperate with any waste and garbage recycling program of the Building and shall
comply with all reasonable  rules and regulations of Owner with respect thereto.
Tenant  acknowledges  that Owner's  obligation  to cause the office areas of the
Demised  Premises to be cleaned excludes any portion of the Demised Premises not
used as office areas (e.g., storage, mail and computer areas, private lavatories
and areas used for the storage,  preparation,  service or consumption of food or
beverages).  Tenant shall pay Owner at Building  standard rates or, if there are
no such rates, at reasonable rates, for the removal of any of Tenant's refuse or
rubbish,  other than ordinary office waste paper refuse, from the Building,  and
Tenant,  at Tenant's  expense,  shall cause all portions of the Demised Premises
used for the storage,  preparation,  service or consumption of food or beverages
to be cleaned daily in a manner  satisfactory  to Owner,  and to be exterminated
against  infestation by vermin,  roaches or rodents  regularly and, in addition,
whenever there shall be evidence of any infestation.

     B. Tenant  acknowledges and is aware that the cleaning services required to
be furnished by Owner  pursuant to this Section may be furnished by a contractor
or  contractors  employed  by Owner and agrees that Owner shall not be deemed in
default of any of its  obligations  under this Section 29.03 unless such default
shall  continue for an  unreasonable  period of time after notice from Tenant to
Owner setting forth the specific nature of such default.

     C.  Notwithstanding the provisions of Subsection A of this Section,  Tenant
shall have the option to  contract  independently  for the removal of such other
refuse and  rubbish  and for  office  cleaning  services  in  addition  to those
furnished by Owner.  In the event Tenant  exercises such option,  the removal of


                                       39
<PAGE>

such other refuse and rubbish and the furnishing of office cleaning  services to
Tenant by persons  other than Owner and its  contractors  shall be  performed in
accordance with such regulations and requirements as, in Owner's  judgment,  are
necessary  for the proper  operation  of the  Building,  and Tenant  agrees that
Tenant will not permit any person to enter the Demised  Premises or the Building
for such  purposes,  or for the  purpose  of  providing  extermination  services
required to be performed  by Tenant  pursuant to  Subsection A of this  Section,
other than persons first approved by Owner, such approval not unreasonably to be
withheld.

     Section  29.04.  Electricity:  A. As long as Tenant is not in default under
any of the terms,  covenants or  conditions of this Lease on Tenant's part to be
observed or performed,  Owner shall redistribute or furnish electrical energy to
or for the use of  Tenant  in the  Demised  Premises  for the  operation  of the
lighting  fixtures  and the  electrical  receptacles  installed  in the  Demised
Premises  on the  Commencement  Date.  If either the  quantity or  character  of
electrical  service is changed by the  corporation(s)  and/or other  entity(ies)
selected by Owner to supply  electrical  service to the Building or is no longer
available or suitable for Tenant's requirements,  no such change, unavailability
or unsuitability shall constitute an actual or constructive  eviction,  in whole
or in part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its  obligations  under this Lease,  or impose any  liability
upon Owner, or its agents, by reason of inconvenience or annoyance to Tenant, or
injury to or interruption of Tenant's business or otherwise.

     B. Owner  represents that the electrical  feeder or riser capacity  serving
the  Demised  Premises on the  Commencement  Date shall be adequate to serve the
lighting fixtures and electrical  receptacles  installed in the Demised Premises
on the  Commencement  Date. Any additional  feeders or risers to supply Tenant's
additional electrical requirements, and all other equipment proper and necessary
in  connection  with such  feeders or risers  shall be installed by Owner or, at
Owner's election,  by Tenant upon Tenant's request, at the sole cost and expense
of Tenant,  provided,  that, in Owner's  judgment,  such  additional  feeders or
risers are necessary and are  permissible  under  applicable  laws and insurance
regulations  and the  installation  of such  feeders  or  riders  will not cause
permanent  damage or injury to the Building or the Demised  Premises or cause or
create a dangerous or hazardous  condition or entail  excessive or  unreasonable
alterations  or  repairs  to or  interfere  with or  disturb  other  tenants  or
occupants of the  Building.  Tenant  covenants  that at no time shall the use of
electrical  energy in the Demised  Premises  exceed the capacity of the existing
feeders or risers or wiring installations then serving the Demised Premises.

     C. Prior to the  Commencement  Date Owner, at Owner's  expense,  shall have
installed a submeter or  submeters in the Demised  Premises to measure  Tenant's
actual  consumption of electricity in the entire Demised Premises.  Tenant shall
pay to Owner,  from time to time, upon demand,  for the electricity  consumed in
the Demised  Premises,  as determined by such submeter or submeters,  the actual
cost to Owner of purchasing electricity for the Demised Premises (as such actual
cost is hereinafter  defined) plus all applicable taxes thereon.  In addition to
the payment required to be made by Tenant to Owner for the electricity  consumed
in the  Demised  Premises  as  aforesaid,  Tenant  shall also pay to Owner as an
administrative  fee a sum equal to seven  (7%)  percent of such  actual  cost to
Owner of purchasing  electricity for the Demised  Premises.  Owner's actual cost
for Tenant's KW and KWH shall be determined by the application of the Building's
electric  rate  schedule  per  month  from  the   corporation(s)   and/or  other
entity(ies)  selected by Owner to supply  electrical  service to the Building to
Tenant's usage. With respect to any period when any such submeter is not in good
working order, Tenant shall pay Owner for electricity consumed in the portion of
the Demised Premises served by such submeter at the rate paid by Tenant to Owner
during the most recent  comparable period when such submeter was in good working
order plus such seven (7%) percent  administrative  fee.  Tenant shall take good
care  of any  such  submeter  and all  submetering  installation  equipment,  at
Tenant's sole cost and expense,  and make all repairs thereto  occasioned by any
acts,  omissions or negligence of Tenant or any person claiming through or under
Tenant as and when  necessary to insure that any such  submeter is, at all times
during the Demised  Term,  in good  working  order.  With  respect to the period
(referred  to as the  "Interim  Period"),  if any,  from the  Commencement  Date
through  the date  immediately  prior to the date  upon  which the  submeter  or
submeters  shall be  operable,  Tenant  shall pay to Owner  monthly on demand of
Owner,  for the  electricity  consumed in the Demised  Premises,  a sum equal to
one-twelfth  (1/12th) of the product of (x) $2.75  multiplied by (y) the Demised
Premises Area. With respect to any period during the Interim Period constituting


                                       40
<PAGE>

less  than a  full  calendar  month,  the  monthly  payment  referred  to in the
preceding sentence shall be appropriately prorated.

     D. Owner may,  at any time,  elect to  discontinue  the  redistribution  or
furnishing of electrical energy. In the event of any such election by Owner, (i)
Owner agrees to give  reasonable  advance notice of any such  discontinuance  to
Tenant,  (ii)  Owner  agrees to  permit  Tenant to  receive  electrical  service
directly  from the  corporation(s)  and/or other  entity(ies)  Owner  selects to
supply  electrical  service to the Building and to permit the existing  feeders,
risers,  wiring and other electrical  facilities serving the Demised Premises to
be used by Tenant for such  purpose to the extent they are  suitable  and safely
capable,  (iii)  Owner  agrees to pay such  charges  and costs,  if any, as such
corporation(s)  and/or  other  entity(ies)  may  impose in  connection  with the
installation  of Tenant's  meters,  (iv) the  provisions of Subsection C of this
Section 29.04 shall be deemed deleted from this Lease,  and (v) this Lease shall
remain in full force and effect and such discontinuance  shall not constitute an
actual or constructive  eviction,  in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve  Tenant from any of its  obligations
under this Lease,  or impose any liability upon Owner or its agents by reason of
inconvenience  or annoyance to Tenant,  or injury to or interruption of Tenant's
business, or otherwise.

     E.  Notwithstanding  anything to the contrary set forth in this Lease,  any
sums  payable  or  granted  in  any  way  by  the  corporation(s)  and/or  other
entity(ies) Owner has selected to supply  electricity to the Building  resulting
from the  installation  in the  Demised  Premises of energy  efficient  lighting
fixtures, lamps, special supplemental heating,  ventilation and air conditioning
systems or any other Alterations, which sums are paid or given by way of rebate,
direct payment, credit or otherwise,  shall be and remain the property of Owner,
and Tenant shall not be entitled to any portion  thereof,  unless such  lighting
fixtures, lamps, supplemental heating,  ventilation and air conditioning systems
or other  Alterations  were  installed  by Tenant,  solely at Tenant's  expense,
without any  contribution,  credit or allowance by Owner, in accordance with all
of the provisions of this Lease.  Nothing  contained in the foregoing  sentence,
however,  shall be deemed to obligate  Owner to supply or install in the Demised
Premises any such lighting fixtures,  lamps,  supplemental heating,  ventilation
and air conditioning systems or other Alterations.

     Section 29.05.  Water: If Tenant  requires,  uses or consumes water for any
purpose in  addition to  ordinary  lavatory  and  drinking  purposes,  Owner may
install a hot water meter and a cold water meter and  thereby  measure  Tenant's
consumption of water for all purposes. Tenant shall pay to Owner the cost of any
such meters and their  installation,  and Tenant  shall keep any such meters and
any such  installation  equipment in good working order and repair,  at Tenant's
cost and  expense.  Tenant  agrees  to pay for water  consumed  as shown on said
meters, and sewer charges,  taxes and any other governmental charges thereon, as
and when bills are rendered.  For the purposes of determining  the amount of any
sums  required to be paid by Tenant under this  Section,  all hot and cold water
consumed  during any period when said meters are not in good working order shall
be deemed to have been consumed at the rate of  consumption of such water during
the most comparable period when such meters were in good working order.

     Section 29.06. Overtime Periods: The Fixed Rent does not reflect or include
any  charge  to Tenant  for the  furnishing  or  distributing  of any  necessary
elevator  facilities,  heat,  conditioned  air or mechanical  ventilation to the
Demised Premises during periods  (referred to as "Overtime  Periods") other than
the  hours and days set  forth  above in this  Article  for the  furnishing  and
distributing  of such  services.  Accordingly,  if Owner shall  furnish any such
elevator  facilities,  heat,  conditioned  air or mechanical  ventilation to the
Demised Premises at the request of Tenant during Overtime Periods,  Tenant shall
pay Owner for such  services at the  standard  rates then fixed by Owner for the
Building or, if no such rates are then fixed, at reasonable  rates.  Owner shall
not be required to furnish any such services  during  Overtime  Periods,  unless
Owner has  received  reasonable  advance  notice  from  Tenant  requesting  such
services.  If Tenant fails to give Owner  reasonable  advance notice  requesting
such  services  during any Overtime  Periods,  then,  whether or not the Demised
Premises are habitable during such Overtime Periods, failure by Owner to furnish
or  distribute  any  such  services  during  such  Overtime  Periods  shall  not
constitute an actual or constructive  eviction,  in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of its
obligations  under this Lease,  or impose any liability upon Owner or its agents
by reason of inconvenience or annoyance to Tenant,  or injury to or interruption
of Tenant's business or otherwise.


                                       41
<PAGE>

     Section 29.07.  Owner's Right to Stop Service:  Owner reserves the right to
stop the  service  of the  heating,  air  conditioning,  ventilating,  elevator,
plumbing,  electrical or other mechanical  systems or facilities in the Building
when necessary by reason of accident or emergency, or for repairs,  alterations,
replacements or  improvements,  which, in the judgment of Owner are desirable or
necessary, until said repairs,  alterations,  replacements or improvements shall
have been completed. The exercise of such right by Owner shall not constitute an
actual or constructive  eviction,  in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve  Tenant from any of its  obligations
under this Lease,  or impose any liability upon Owner or its agents by reason of
inconvenience  or annoyance to Tenant,  or injury to or interruption of Tenant's
business,  or otherwise.  Owner agrees to use reasonable  efforts to restore any
interrupted  services,  without  any  obligation,  however,  to employ  labor at
overtime or other  premium pay rates,  except that Owner shall  employ  labor at
such  overtime or other premium pay rates in cases where the health or safety of
any occupants of the Demised  Premises is adversely  affected.  If  practicable,
Owner shall attempt to advise  Tenant as to the estimated  length of time of any
such interruption of services.

     Section  29.08.  Parking:  Tenant shall be entitled to the exclusive use of
ten (10) parking  spaces in the parking lot adjoining the Building (the "Parking
Lot"),  which spaces shall be designated,  and reserved on behalf of Tenant,  by
Owner.  Otherwise,  Tenant  shall  be  permitted  to use  (non-exclusively)  the
unreserved  spaces in the Parking Lot in common with other tenants and occupants
of the  Building  and their  business  visitors.  Owner  shall have the right to
reconfigure the Parking Lot and add additional  buildings in the Parking Lot and
may  increase or reduce the number of spaces in the Parking Lot,  provided  that
Tenant shall  continue to be entitled to the  exclusive  use of ten (10) parking
spaces in the Parking  Lot. No such  reconfiguration,  additional  buildings  or
reduction in the number of spaces in the Parking Lot for any reason,  including,
but not limited to, the  construction  of  additional  buildings  therein or any
acquisition or condemnation  set forth in Article 10, shall constitute an actual
or  constructive  eviction,  in whole  or in  part,  or  entitle  Tenant  to any
abatement or  diminution of rent or relieve  Tenant from any of its  obligations
under this Lease or impose any liability upon Owner, or its agents,  or upon any
Senior holder of any mortgage or superior interest.  Tenant shall have no rights
in and to the Parking  Lot other than the  exclusive  use of the parking  spaces
designated by Owner and the  nonexclusive  use of the  unreserved  spaces in the
remainder  of the  Parking Lot in common with other  tenants and  occupants  and
their business visitors as set forth herein.  Tenant, its employees and business
visitors  shall not at any time  park any  trucks or  delivery  vehicles  in the
Parking  Lot.  All parking  spaces used by Tenant,  its  employees  and business
visitors will be at their own risk, and Owner shall not be liable for any injury
to person or property,  or for loss or damage to any automobile or its contents,
resulting from theft, collision,  vandalism or any other cause whatsoever. There
shall be no overnight  parking,  and Tenant shall, and shall cause its employees
and business  visitors to, remove their  automobiles from the Parking Lot at the
end of the working day. If any  automobiles  owned by Tenant or by its employees
or  business  visitors  remains  in the  Parking  Lot  overnight  and  the  same
interferes  with  the  cleaning  or  maintenance  of the  Parking  Lot  (snow or
otherwise),  any  costs  or  liabilities  incurred  by Owner  in  removing  said
automobile to effectuate  cleaning or maintenance,  or any damages  resulting to
said  automobile or to Owner's  equipment or equipment owned by others by reason
of the  presence  of or removal  of said  automobile  during  such  cleaning  or
maintenance shall be paid by Tenant to Owner upon demand of Owner, as additional
rent.

     Section 29.09.  Maintenance  and Operation of the Building:  Throughout the
Demised Term, Owner shall maintain and operate the Building in a manner which is
appropriate for first class office buildings of similar  construction,  size and
class on the south shore of Nassau County, State of New York.

     Section 29.10.  Rent Abatement for  Interruption  of Services:  If, for any
reason whatsoever other than (w) the result of an act or omission by Tenant, its
officers,  employees,  agents and  invitees,  (x) a fire or other  casualty (for
which the  provisions  of  Article 9 shall  govern),  (y) a taking or an eminent
domain (for which the  provisions  of Article 10 shall govern) or (z) because of
any Force  Majeure Event (as defined in Section  26.01),  (i) all or part of the
Demised  Premises  are  rendered  untenantable  by  reason  of the fact that the
elevator,  plumbing,  electrical,  air  conditioning and heating and ventilation
services which Owner is obligated to provide to the Demised Premises pursuant to
the terms of this Lease are unavailable or  inoperative,  (ii) Tenant shall give
to Owner notice of the fact that such services are  unavailable  or  inoperative


                                       42
<PAGE>

and of such  resulting  untenantability,  (iii)  Owner  shall  fail  within  the
Applicable  Period (as defined  herein)  from the date Owner  receives  Tenant's
notice of such failure of the aforesaid  services and resulting  untenantably to
cause such matter to be resolved or cured or perform such  maintenance or repair
to the extent  necessary to again render  tenantable  the Demised  Premises or a
portion thereof so previously rendered  untenantable as hereinabove provided and
such failure is not due to a Force Majuere Event,  and (iv) the Demised Premises
or the  applicable  portion  thereof shall continue to be  untenantable  for the
purposes for which the Demised  Premises  are leased by reason of such  services
being  unavailable or  inoperative,  and (v) Tenant shall have vacated and shall
not then using or  occupying  all or such  portion of the  Demised  Premises  so
rendered untenantable, then, upon the occurrence of all the aforesaid events, as
Tenant's sole remedy  therefor,  commencing  on the day after the  expiration of
such  Applicable  Period,  the Fixed Rent under Article 1 and increases  thereof
under Article 23 shall abate until the Demised Premises, or such portion thereof
so previously rendered untenantable are rendered tenantable;  with it understood
that if less than  substantially  all of the Demised Premises are  untenantable,
then  Tenant  shall  continue  to pay Fixed Rent under  Article 1 and  increases
thereof under Article 23 with respect to the  tenantable  portion of the Demised
Premises based on the proportion that the rentable square feet of the tenantable
portion of the Demised  Premises bears to the total rentable  square feet of the
Demised  Premises.  The term  "Applicable  Period" as used in this Section 29.10
shall mean sixty (60) consecutive business days.

                                   ARTICLE 30
                             TABLE OF CONTENTS, ETC.

     Section 30.01.  Table of  Contents/Captions:  The Table of Contents and the
captions  following  the Articles and Sections of this Lease have been  inserted
solely as a matter  of  convenience  and in no way  define or limit the scope or
intent of any provision of this Lease.


                                   ARTICLE 31
     MISCELLANEOUS DEFINITIONS, SEVERABILITY AND INTERPRETATION PROVISIONS

     Section 31.01. The term "business days" as used in this Lease shall exclude
Saturdays,  Sundays and  holidays,  the term  "Saturdays"  as used in this Lease
shall exclude  holidays and the term "holidays" as used in this Lease shall mean
all days observed as legal  holidays by either the New York State  Government or
the Federal Government.

     Section 31.02. The terms "Person" and "persons" as used in this Lease shall
be deemed to include natural persons, firms, corporations,  associations and any
other  private or public  entities,  whether any of the  foregoing are acting on
their own behalf or in a representative capacity.

     Section  31.03.  The term  "prime  rate"  shall  mean the rate of  interest
announced publicly by JPMorgan Chase Bank, or its successor,  from time to time,
as JPMorgan  Chase Bank or such  successor's  base rate,  or if there is no such
base  rate,  then the rate of  interest  charged by  JPMorgan  Chase Bank or its
successor  to its most credit  worthy  customers  on  commercial  loans having a
ninety (90) day duration.

     Section  31.04.  If any term,  covenant or  condition  of this Lease or any
application  thereof  shall be invalid or  unenforceable,  the remainder of this
Lease and any other application of such term, covenant or condition shall not be
affected thereby.

     Section  31.05.  This  Lease  shall  be  construed  without  regard  to any
presumption or other rule requiring  construction against the party causing this
Lease to be drafted.  In the event of any action,  suit,  dispute or  proceeding
affecting the terms of this Lease,  no weight shall be given to any deletions or
striking  out of any of the terms of this Lease  contained  in any draft of this
Lease and no such  deletion or strike out shall be entered into  evidence in any
such action, suit or dispute or proceeding given any weight therein.


                                       43
<PAGE>

                                   ARTICLE 32
                               ADJACENT EXCAVATION

     Section  32.01.  If an  excavation  shall be made upon land adjacent to the
Real  Property,  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 walls and other  portions of the Building  from injury
or damage and to support the same by proper  foundations and no such entry shall
constitute an actual or constructive  eviction,  in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner or said person.


                                   ARTICLE 33
                                 BUILDING RULES

     Section 33.01. Tenant shall observe  faithfully,  and comply strictly with,
and shall not permit the violation of, the Building  Rules set forth in Schedule
A  annexed  to and  made a part of this  Lease  and such  additional  reasonable
Building  Rules as  Owner  may,  from  time to time,  adopt.  All of the  terms,
covenants  and  conditions  of  Schedule  A are  incorporated  in this  Lease by
reference  and shall be deemed  part of this Lease as though  fully set forth in
the body of this Lease.  The term  "Building  Rules" as used in this Lease shall
include  those set forth in  Schedule A and those  hereafter  made or adopted as
provided in this  Section.  In case Tenant  disputes the  reasonableness  of any
additional Building Rule hereafter adopted by Owner, the parties hereto agree to
submit the question of the  reasonableness of such Building Rule for decision to
the Chairman of the Board of Directors  of the  Management  Division of the Real
Estate Board of New York,  Inc., or its successor (the  "Chairman"),  or to such
impartial person or persons as the Chairman may designate,  whose  determination
shall be final and conclusive  upon Owner and Tenant.  Tenant's right to dispute
the reasonableness of any additional Building Rule shall be deemed waived unless
asserted by service of a notice  upon Owner  within ten (10) days after the date
upon  which  Owner  shall  give  notice to Tenant  of the  adoption  of any such
additional  Building Rule. Owner shall have no duty or obligation to enforce any
Building  Rule, or any term,  covenant or condition of any other lease,  against
any other tenant or occupant of the Building,  and Owner's failure or refusal to
enforce any Building Rule or any term,  covenant or condition of any other lease
against any other tenant or occupant of the  Building  shall not  constitute  an
actual or constructive  eviction,  in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve  Tenant from any of its  obligations
under this Lease,  or impose any liability upon Owner or its agents by reason of
inconvenience  or annoyance to Tenant,  or injury to or interruption of Tenant's
business, or otherwise.


                                   ARTICLE 34
                                     BROKER

     Section 34.01. Tenant represents and warrants to Owner that Lighthouse Real
Estate  Management,  LLC is the sole broker with whom Tenant has  negotiated  or
otherwise  dealt with in  connection  with the  Demised  Premises or in bringing
about this Lease.  Tenant shall indemnify Owner from all loss, cost,  liability,
damage and expenses,  including, but not limited to, reasonable counsel fees and
disbursements,  arising  from any  breach of the  foregoing  representation  and
warranty.


                                   ARTICLE 35
                              INTENTIONALLY OMITTED


                                       44
<PAGE>

                                   ARTICLE 36
                                ARBITRATION, ETC.

     Section 36.01. Any dispute with respect to the reasonability of any failure
or refusal of Owner to grant its  consent or  approval  to any  request for such
consent or approval  pursuant to the  provisions  of Sections 3.01 or 11.03 with
respect to which request Owner has agreed, in such Sections, not unreasonably to
withhold such consent or approval,  which is submitted to  arbitration  shall be
finally determined by arbitration in the County of Nassau in accordance with the
rules and regulations then obtaining of the American Arbitration  Association or
its  successor.  Any such  determination  shall be final  and  binding  upon the
parties,  whether  or not a judgment  shall be  entered in any court.  In making
their  determination,  the  arbitrators  shall  not  subtract  from,  add to, or
otherwise  modify any of the provisions of this Lease.  Owner and Tenant may, at
their own expense,  be represented by counsel and employ expert witnesses in any
such  arbitration.  Any dispute with respect to the reasonability of any failure
or refusal of Owner to grant its  consent or  approval  to any  request for such
consent or approval  pursuant to any of the provisions of this Lease (other than
Sections  3.01 and  11.03)  with  respect  to which  Owner  has  covenanted  not
unreasonably to withhold such consent or approval,  and any dispute arising with
respect to the  increases in Fixed Rent due to the  provisions  of Section 23.02
shall be determined by applicable legal proceedings. If the determination of any
such legal proceedings, or of any arbitration held pursuant to the provisions of
this Section with respect to disputes  arising  under  Sections  3.01 and 11.03,
shall be adverse to Owner,  Owner shall be deemed to have granted the  requested
consent  or  approval,  or be bound by any  determination  as to Taxes and Labor
Rates and the  increases  in Fixed  Rent  relating  thereto,  but that  shall be
Tenant's sole remedy in such event and Owner shall not be liable to Tenant for a
breach of  Owner's  covenant  not  unreasonably  to  withhold  such  consent  or
approval, or otherwise.  Each party shall pay its own counsel and expert witness
fees and expenses,  if any, in connection with any arbitration  held pursuant to
the provisions of this Section and the parties will share all other expenses and
fees of any such arbitration.


                                   ARTICLE 37
                                  PARTIES BOUND

     Section 37.01. The terms,  covenants and conditions contained in this Lease
shall bind and inure to the benefit of Owner and Tenant and, except as otherwise
provided  in  this  Lease,  their  respective  heirs,  distributees,  executors,
administrators,  successors and assigns. However, the obligations of Owner under
this Lease shall no longer be binding  upon Owner named  herein  after the sale,
assignment or transfer by Owner named herein (or upon any subsequent Owner after
the sale,  assignment or transfer by such  subsequent  Owner) of its interest in
the Building as owner or lessee,  and in the event of any such sale,  assignment
or transfer,  such  obligations  shall  thereafter  be binding upon the grantee,
assignee or other transferee of such interest, and any such grantee, assignee or
transferee,  by accepting  such  interest,  shall be deemed to have assumed such
obligations.  A lease of the entire  Building shall be deemed a transfer  within
the meaning of the foregoing sentence. Neither the partners (direct or indirect)
comprising  Owner,  nor the  shareholders  (nor any of the  partners  comprising
same),  partners,  directors or officers of any of the foregoing  (collectively,
the  "Owner's   Parties")  shall  be  liable  for  the  performance  of  Owner's
obligations  under this  Lease.  Tenant  shall  look  solely to Owner to enforce
Owner's obligations  hereunder and shall not seek any damages against any of the
Owner's  Parties.  Notwithstanding  anything  contained  in  this  Lease  to the
contrary,  Tenant  shall look solely to the estate and  interest  of Owner,  its
successors and assigns,  in the Real Property and Building for the collection or
satisfaction  of any judgment  recovered  against Owner based upon the breach by
Owner of any of the terms,  conditions or covenants of this Lease on the part of
Owner  to be  performed,  and no other  property  or  assets  of Owner or any of
Owner's  Parties  shall be  subject  to  levy,  execution  or other  enforcement
procedure for the  satisfaction  of Tenant's  remedies  under or with respect to
either  this  Lease,  the  relationship  of landlord  and tenant  hereunder,  or
Tenant's use and occupancy of the Demised Premises.


                                   ARTICLE 38
                                SUBSTITUTE SPACE


                                       45
<PAGE>

     Section 38.01.  Tenant agrees that Owner may elect,  at any time, by notice
(referred to as "Owner's Notice") to Tenant to substitute for all or any portion
of the original  Demised  Premises any other portion of the Building which shall
have  approximately  the same  number of  rentable  square  feet of space as the
portion of the original Demised Premises being substituted (measured by Owner in
the same manner as Owner has measured the original Demised  Premises) and in the
event of such  election by Owner,  Owner's  Notice shall  contain such number of
rentable  square feet and shall be accompanied by a floor plan  delineating  the
additional  portion of the Building so substituted.  Said additional  portion of
the Building so substituted shall be usable for storage in the event the portion
of the Demised  Premises  being  substituted is the Storage Space and as general
offices if the remainder of the Demised Premises is being  substituted.  Owner's
Notice shall  contain a date  (referred to as the  "Surrender  Date") upon which
Tenant  shall be  required to vacate and  surrender  to Owner the portion of the
original  Demised  Premises being  substituted  which Surrender Date shall be at
least sixty (60) days next  following the date of the giving of Owner's  Notice.
Upon the giving of Owner's  Notice,  Tenant shall vacate and  surrender to Owner
the  portion of the  original  Demised  Premises  in question on or prior to the
Surrender Date in accordance with the provisions of Article 21 and relocate into
such  substituted  space  (which,  together  with all  appurtenances,  fixtures,
improvements, additions and other property attached thereto or installed therein
is referred to as the  "Substituted  Space") as of the earlier of the  following
two (2) dates [referred to as the "Substituted  Space  Commencement  Date"]: (i)
the date Tenant shall  relocate  therein;  or (ii) the date next  following  the
Surrender  Date,  or at  any  time  thereafter,  other  than  Tenant's  Personal
Property.  Tenant agrees to accept  possession of the  Substituted  Space in the
condition  existing as of the Substituted Space Commencement Date provided it is
usable  for  storage  or as general  offices,  as the case may be,  and  further
provided  that Owner shall  build-out  and paint and/or  finish the  Substituted
Space in a manner substantially similar to the original Demised Premises.  Owner
agrees,  at Owner's sole cost and expense on or prior to the Surrender  Date, to
(i) build-out and finish the  Substituted  Space as provided in the  immediately
preceding sentence, (ii) move all of Tenant's Personal Property from the Demised
Premises to the Substituted Space and (iii) run all  telecommunications  cabling
and electric wiring  servicing the Original  Demised Premises to the Substituted
Space so that Tenant shall be able to obtain services  substantially  similar to
those  services used by Tenant in the original  Demised  Premises,  all of which
items (i),  (ii) and (iii)  shall be  performed  in a manner so as to insure the
continuous  operation  of  Tenant's  business.   As  of  the  Substituted  Space
Commencement  Date, the Substituted  Space shall hereby be deemed to be included
in the Demised Premises for all purposes of this Lease as though the Substituted
Space were initially  leased by Owner to Tenant without in any way affecting any
of the terms, covenants or conditions of this Lease unless the Substituted Space
contains  more or less  rentable  square feet than the  portion of the  original
Demised Premises for which such space was substituted, in which event this Lease
shall be modified as provided in Section 38.02.

     Section 38.02.  Owner and Tenant agrees that the rentable square footage of
the Storage  Space is 2,300 square feet and the rentable  square  footage of the
remainder  of the  Demised  Premises  is 3,367  square  feet.  In the  event the
Substituted Space contains more or less rentable square feet than the portion of
the  original  Demised  Premises  for  which  such  space was  substituted  (the
difference in square footage from the original  Demised  Premises is referred to
as  the  "Square  Footage   Differential"),   then,  on  the  Substituted  Space
Commencement Date:

     A. The Fixed Rent shall be increased or decreased, as the case may be, by a
sum equal to the  product of (i) the Fixed Rent per  rentable  square foot as of
the Substituted  Space  Commencement  Date multiplied by (ii) the Square Footage
Differential,  and the monthly  installments of the Fixed Rent shall be adjusted
accordingly  to conform with the  foregoing.  In the event that the  Substituted
Space  Commencement Date shall be other than the first (1st) day of any calendar
month, the monthly installment of Fixed Rent for the calendar month during which
the Substituted  Space  Commencement Date shall occur shall be adjusted pro-rata
to reflect such adjustment in the Fixed Rent.

     B. The Demised  Premises Area set forth in Section 23.01 shall be increased
or decreased, as the case may be, by the Square Footage Differential.

     Section 38.03. Upon demand of Owner,  Tenant will execute,  acknowledge and
deliver  to Owner an  instrument,  in form  reasonably  satisfactory  to  Owner,
setting forth the  modifications to this Lease resulting from any Square Footage
Differential.  However, neither the failure of Owner to demand the execution and


                                       46

delivery  of such  instrument  nor the  failure of Tenant to execute and deliver
such instrument shall vitiate the provisions of this Article.


                                   ARTICLE 39
                           TENANT'S TERMINATION OPTION

     Section 39.01. Definitions:  For the purposes of this Article, (i) the term
"Owner's Repayment  Expenses" shall be deemed to be a sum equal to the aggregate
of (a) any brokerage  commissions  paid or payable by Owner in  connection  with
this Lease  plus (b) the total  cost  expended  by Owner in the  performance  of
Owner's Initial Work, plus (c) the total amount of Fixed Rent excused during the
Rent  Holiday  Period,  (ii) the term  "Termination  Percentage"  shall mean the
percentage  obtained by  dividing  the total  number of months  which would have
remained in the Demised  Term from and after the  Earlier  Termination  Date (as
hereinafter  defined) if the  termination  option set forth in this Article were
not  exercised  by one  hundred  twenty-one  (121)  months  and  (iii)  the term
"Termination  Consideration" shall be deemed to be a sum equal to the product of
(x) Owner's Repayment Expenses, multiplied by (y) the Termination Percentage.

     Section 39.02. Exercise of Termination Option:  Provided (i) this Lease has
not been  terminated  previously  pursuant  to the  provisions  of this Lease or
pursuant  to law;  and (ii)  Tenant is not then in default  (x) under any of the
terms,  covenants or conditions of this Lease on Tenant's part to be observed or
performed  (other than the  covenant to pay Fixed  Rent)  beyond the  applicable
notice and cure  periods  set forth in this Lease or (y) of the  covenant to pay
Fixed Rent,  Tenant shall have the right to terminate this Lease and the Demised
Term as of the last day of any  calendar  month (which day is referred to as the
"Earlier  Termination  Date") by notice to Owner  exercising such right at least
sixty (60) days prior to the Earlier Termination Date, together with a certified
or  bank  check  to the  order  of  Owner  in a sum  equal  to  the  Termination
Consideration,  which sum shall be in addition to the Fixed Rent and  additional
rent payable by Tenant under the  provisions  of this Lease  through the Earlier
Termination  Date.  Time is of the  essence  with  respect to the giving of such
notice and any notice given after the Termination  Option Notice Date purporting
to exercise such option shall be void and of no force or effect.  Such notice of
termination  shall be given in accordance  with the provisions of Article 27. In
the event  Tenant  shall give any such  notice of  termination  pursuant  to the
provisions of this Section and shall otherwise comply with the conditions of the
exercise of Tenant's right to terminate this Lease,  including,  but not limited
to, the  payment of the  Termination  Consideration,  this Lease and the Demised
Term shall come to an end and expire on the Tenant's  Earlier  Termination  Date
with the same force and  effect as though  said date were the  Expiration  Date,
unless sooner  terminated  pursuant to any other term,  covenant or condition of
this Lease or pursuant to law.

     Section 39.03.  Instrument  Confirming Exercise of Termination Option: Upon
request of Owner, from time to time, Tenant will execute and deliver to Owner an
instrument,  in form reasonably  satisfactory  to Owner,  stating whether or not
Tenant has  exercised  the right of  termination  contained  in  Section  39.01.
Failure of Owner to request the  execution  and delivery of such  instrument  or
failure of Tenant to execute  such  instrument,  however,  shall not vitiate the
foregoing provisions of this Article.

                                   ARTICLE 40

               TENANT'S RIGHT OF FIRST OFFER FOR ADDITIONAL SPACE

     Section 40.01.  Tenant's First Offer Right: Provided that (a) Tenant is not
then in default under any of the terms, covenants or conditions of this Lease on
Tenant's part to be observed or performed and (b) Tenant,  in  contradistinction
to any subtenants or other  occupants,  shall then be in occupancy of the entire
Demised Premises (for the purposes of this Article 40 any space leased to Tenant
under this Lease which has been eliminated from the Demised Premises pursuant to
Section  11.03  shall be deemed  space  leased to Tenant  under this Lease) then
Tenant shall have the right  (sometimes  referred to herein as  "Tenant's  First
Offer  Right"),  subject  to the  provisions  of this  Article,  exercisable  in
accordance with the provisions of Section 40.02, to lease and add to the Demised
Premises  any space in the  Building  on the third  (3rd)  floor  which space is
contiguous  to the portions of the Demised  Premises  located on the third (3rd)


                                       47
<PAGE>

floor of the Building  (each such space is referred to herein as an  "Additional
Space"),  if after the initial leasing by Owner of such  Additional  Space after
the date hereof] it becomes  "available  for leasing"  during the Demised  Term.
Tenant acknowledges that Owner may initially lease any Additional Space which is
vacant as of the date  hereof  for  whatever  term,  and upon all  other  terms,
covenants and  conditions,  and to whomever it desires in Owner's sole judgment.
No  Additional  Space shall be deemed  "available  for  leasing" if (a) the then
tenant of the Additional  Space or any assignee,  successor,  subtenant or other
occupant  holding  through  or  under  such  tenant,  shall  enter  into (i) any
agreement with Owner  extending the letting  agreement  affecting the Additional
Space or (ii) any new lease with Owner  affecting the Additional  Space,  or (b)
any other  tenant in the  Building or any  assignee or  successor  of such other
tenant shall exercise any  contractual  option or right which it or has to lease
the Additional  Space (whether the Additional  Space in question is specifically
referred to in any such  contractual  option or right or Owner must utilize such
Additional  Space in question  in order to satisfy  such  contractual  option or
right).  Notwithstanding the foregoing  provisions of this Section 40.01, Tenant
shall not have the right to lease and add to the Demised Premises the Additional
Space pursuant to Tenant's First Offer Right which becomes available for leasing
if, at the time of the  exercise of such  Tenant's  First Offer Right by Tenant,
there are less than two (2) years  remaining  of the Demised Term of this Lease,
unless Tenant has  unconditionally  exercised the  applicable  Tenant's  renewal
option set forth in Article  41 so as to extend the  Demised  Term for more than
two (2) years.

     Section 40.02. Notice of Availability and Tenant's Exercise of Option.

     A. In the event that the  Additional  Space shall become or about to become
available for leasing in accordance with the provisions of Section 40.01,  Owner
shall  give  notice  thereof to Tenant  (any such  notice is  referred  to as an
"Owner's Availability Notice"),  which Owner's Availability Notice shall contain
the date such Additional Space is expected to be vacant or available for leasing
and which Notice shall be accompanied  by a floor plan of the  Additional  Space
unless it is a full  floor.  Owner's  Availability  Notice may be given not more
than  twenty-four  (24)  months  prior to the date set forth in such Notice upon
which such  Additional  Space is expected  to become  vacant and  available  for
leasing  (the  date set  forth in  Owner's  Availability  Notice  on which  such
Additional  Space is  expected  to become  available  for  leasing is  sometimes
referred to as an "Expected Vacancy Date").  Upon Owner giving Tenant an Owner's
Availability  Notice,  Tenant may  exercise  Tenant's  First Offer Right only by
notice given to Owner within ten (10) days next following the date of the giving
of such  Owner's  Availability  Notice,  and by giving such notice  Tenant shall
thereby lease and add such Additional  Space to the Demised  Premises for a term
to begin,  subject to Section  40.03,  on the Expected  Vacancy Date; any notice
given by Tenant to Owner  exercising such Tenant's First Offer Right is referred
to as "Tenant's First Offer Notice".

     B. It is  understood  and agreed that "time is of the essence" with respect
to Tenant's  exercise of its Tenant's First Offer Right pursuant to this Article
and that if Tenant does not exercise such Tenant's  First Offer Right within the
ten  (10) day time  limitation  set  forth in  Subsection  A above,  any  notice
purporting  to  exercise  such  Tenant's  First  Offer  Right  given  after  the
expiration of such time limitation  shall be void and of no force and effect and
Tenant shall have no further right to lease and add any Additional  Space to the
Demised Premises.

     C. If Tenant  exercises  Tenant's First Offer Right in accordance  with the
provisions  of this  Article  40, then the  Additional  Space shall be leased by
Tenant and added to the Demised  Premises upon all of the then executory  terms,
covenants and conditions as are contained in this Lease, except as otherwise set
forth  herein,  adjusted  to reflect  (x) the  number of  rentable  square  feet
contained in the applicable  Additional  Space, and (y) that the term applicable
to the  Additional  Space in question  shall,  commence on the Expected  Vacancy
Date, as the same may be  accelerated  or delayed  pursuant to the provisions of
Section 40.03.

     Section 40.03.  A.  Acceleration  of First Offer Vacancy Date: In the event
that the  Additional  Space shall become  available for leasing  sooner than the
Expected  Vacancy  Date because of the  termination  of the term of the lease or
occupancy  affecting  such  Additional  Space,  Owner  shall  have the  right to
accelerate the Expected  Vacancy Date to such sooner date upon not less than ten
(10) days notice to Tenant.


                                       48
<PAGE>

     B. Holdover Occupant: Owner and Tenant acknowledge the possibility that all
or any of the tenants or occupants of the Additional  Space may not have vacated
and  surrendered  the  Additional  Space to Owner by the Expected  Vacancy Date.
Accordingly,  notwithstanding  anything to the  contrary  contained  in Sections
40.01  or  40.02 or in any  Owner's  Availability  Notice,  if such  tenants  or
occupants shall not have vacated and  surrendered the Additional  Space to Owner
by the Expected  Vacancy Date,  then (a) the term  applicable to the  Additional
Space shall  commence  (i) on the  Expected  Vacancy  Date with respect to those
portions,  if any, of the  Additional  Space which are vacant on the  applicable
Expected  Vacancy Date, and (ii) with respect to those portions,  if any, of the
Additional  Space  which are not vacant on the  Expected  Vacancy  Date,  on the
respective  later date or dates upon which such portions of the Additional Space
become  vacant and Owner  gives  notice to Tenant of such  vacancy,  and (b) the
increases in Fixed Rent, the Demised  Premises Area and all other  modifications
of this Lease  resulting from the  application of the provisions of this Article
40 shall be  equitably  adjusted to reflect the fact that all or any portions of
the Additional  Space have not been leased and added to the Demised  Premises on
the Expected  Vacancy Date but are leased and added to the Demised Premises on a
date or dates after the Expected Vacancy Date.

     C. Lease Not  Affected:  In the event that the  provisions  of this Section
40.03 shall apply,  then, the parties agree that (a) the  Expiration  Date shall
not be affected by operation of the provisions of this Section 40.03; (b) except
as expressly set forth in this Section 40.03, neither the validity of this Lease
nor the  obligations  of Tenant  under  this  Article  40 shall be  affected  by
operation of the provisions of this Section 40.03;  (c) Tenant waives any rights
under  Section  223-a of the  Real  Property  Law of New  York or any  successor
statute of similar  import to rescind  this Lease or such  Tenant's  exercise of
Tenant's  First Offer Right and further  waives the right to recover any damages
against  Owner which may result from the failure of Owner to deliver  possession
of the  Additional  Space on the  Expected  Vacancy  Date;  and (d) Owner  shall
institute,  within thirty (30) days after the Expected Vacancy Date set forth in
Owner's Availability Notice, appropriate proceedings against any such Additional
Space  tenants or  occupants  who have not  vacated and  surrendered  all or any
portion of the Additional Space in order to obtain possession thereof, and shall
prosecute such proceedings to completion with reasonable diligence.

     Section 40.04.  Modification of Lease - Inclusion of the Additional  Space:
In the event that Tenant shall  timely  exercise  Tenant's  First Offer Right in
accordance   with  the  provisions  of  this  Article  then,  on  the  effective
commencement  date of the term  applicable to the Additional  Space,  this Lease
shall be deemed modified as follows:

     A. The Demised  Premises shall include the Additional  Space (together with
all appurtenances, fixtures, improvements, additions and other property attached
thereto or installed  therein at the  commencement of the term applicable to the
Additional Space or at any time during said term,  other than Tenant's  Personal
Property) for all purposes of this Lease;

     B. The Fixed Rent  reserved  in this Lease shall be  increased  by the fair
market annual rental value of the Additional Space as of the  commencement  date
of the demised term applicable thereto, as determined by agreement between Owner
and Tenant or by arbitration as provided in Section 40.06, but in no event shall
such increase in the Fixed Rent per rentable  square foot, from time to time, be
less than the Fixed Rent per  rentable  square  foot in effect from time to time
applicable to the original portion of the Demised Premises (before giving effect
to any  abatement  or  apportionment  of  such  Fixed  Rent),  and  the  monthly
installments  of the Fixed Rent shall each be increased  accordingly  to conform
with the  foregoing.  In the event that the term  applicable  to the  Additional
Space  shall  commence  on a date  other  than the first day of any  month,  the
monthly  installment  of the  Fixed  Rent for the  month  during  which the term
applicable  to the  Additional  Space shall occur shall be increased pro rata to
reflect such increase in the Fixed Rent; and

     C. The Demised  Premises Area set forth in Section 23.01 shall be increased
by the  number of  rentable  square  feet  contained  in the  Additional  Space,
determined in the same manner as the original Demised Premises


                                       49
<PAGE>

     Section 40.05.  Condition of Additional Space:  Tenant agrees to accept the
Additional Space in the condition which shall exist on the commencement  date of
the term applicable  thereto "as is" and further agrees that Owner shall have no
obligation to perform any work or make any installations in order to prepare the
Additional Space for Tenant's occupancy.

     Section  40.06.  Determination  of Fair Market Rental  Value:  In the event
Owner and Tenant are unable to agree as to the fair market  annual  rental value
of the Additional Space,  then, upon the demand of either Owner or Tenant,  such
fair market annual rental value shall be determined by arbitration as follows:

     (a) Owner and Tenant shall each appoint an  arbitrator  within  thirty (30)
days after notice by either party requesting arbitration of the issue. If either
Owner or Tenant shall have failed to appoint an arbitrator within such period of
time,  then such  arbitrator  shall be  appointed  by the  American  Arbitration
Association,  or its  successor,  or if at such time such  association is not in
existence and has no successor,  then by the presiding  Justice of the Appellate
Division,  Second Department,  of the Supreme Court of the State of New York, or
any successor court, upon request of either Owner or Tenant, as the case may be.

     (b) The two arbitrators appointed, as above provided,  shall select a third
arbitrator  and if they  fail to do so  within  thirty  (30)  days  after  their
appointment,  such third arbitrator shall be appointed as above provided for the
appointment of an arbitrator in the event either party fails to do so.

     (c) All of such  arbitrators  shall be real  estate  appraisers  or brokers
having at least  fifteen (15) years of experience in such field in the County of
Nassau, State of New York.

     (d) The three arbitrators,  selected as aforesaid,  forthwith shall convene
and render their  decision as promptly as practicable  after the  appointment of
the third  arbitrator.  The decision of such arbitrators shall be in writing and
the vote of the majority of them (or, if there be no majority decision, then the
decision  of the last  appointed  arbitrator)  shall be the  decision of all and
binding upon Owner and Tenant  whether or not a judgment shall be entered in any
court.  Duplicate  original  counterparts  of such decision shall be sent by the
arbitrators to both Owner and Tenant.

     (e) The  arbitrators,  in arriving at their decision,  shall be entitled to
consider all testimony and  documentary  evidence  which may be presented at any
hearing  as well as  facts  and data  which  the  arbitrators  may  discover  by
investigation  and inquiry outside of such hearings.  The  arbitrators  shall be
bound by the provisions of this Lease,  and shall not add to,  subtract from, or
otherwise modify such provisions. The cost and expense of such arbitration shall
be borne  equally by Owner and Tenant,  except that each party shall pay its own
counsel fees and expenses.

     (f) Notwithstanding any findings of the arbitrators, as to such fair market
annual rental rate per rentable  square foot,  the Fixed Rent  applicable to the
Additional  Space from time to time per  rentable  square foot shall not be less
than the  Fixed  Rent per  rentable  square  foot in  effect  from  time to time
applicable  to the  original  Demised  Premises  (before  giving  effect  to any
abatement or apportionment of Fixed Rent).

     (g) If the  determination  of the Fixed Rent  payable  with  respect to the
Additional Space has not been made by the commencement of the term applicable to
the Additional Space,  Tenant,  until such determination,  shall continue to pay
for the Additional  Space as the same scheduled  Fixed Rent per square foot then
allocable to the original  portion of the Demised Premises (as the same may have
been escalated pursuant to the provisions of this Lease) before any abatement or
apportionment  thereof,  and following  such  determination  Tenant shall pay to
Owner,  upon  demand,  any  additional  sums due to  Owner  as a result  of such
determination.

     Section 40.07.  Confirmation of Tenant's Exercise of Option: Upon demand of
Owner,  Tenant  will  execute  and  deliver  to  Owner  an  instrument  in  form
satisfactory  to Owner  stating  whether or not Tenant has  exercised any option
contained in this Article and if Tenant has exercised  such option setting forth
the effective  commencement  date of the term applicable to the Additional Space
in question and the Fixed Rent  applicable to the Additional  Space in question.


                                       50
<PAGE>

However,  neither the failure of Owner to demand the  execution  and delivery of
such instrument nor the failure of Tenant to execute and deliver such instrument
shall vitiate the provisions of this Article.

                                   ARTICLE 41

                                 RENEWAL OPTIONS

     Section 41.01. Tenant's Renewal Options: A. Provided (i) Tenant is not then
in default  under any of the terms,  covenants  or  conditions  of this Lease on
Tenant's part to be observed or performed; and (ii) Tenant, in contradistinction
to any subtenants or occupants, shall then be in occupancy of the entire Demised
Premises  (with it  understood  that any space leased under this Lease which has
been removed or eliminated from the Demised Premises  pursuant to the provisions
of  Section  11.03  shall be deemed  leased to Tenant  under  this Lease for the
purposes  of this  Section  41.01),  Tenant  shall have the option to renew this
Lease and the Demised Term for the first renewal term (referred to as the "First
Renewal Term") of five (5) years  commencing on the date  immediately  following
the  Expiration  Date (such date,  the "First  Renewal  Commencement  Date") and
ending, unless sooner terminated pursuant to the terms, covenants and conditions
of this Lease or pursuant to law, on the last day of the calendar month in which
the day  immediately  preceding the fifth (5th)  anniversary of the first day of
the First  Renewal  Term  shall  occur  (such  last  day,  the  "First  Extended
Expiration  Date").  If Tenant  exercises  such  option in  accordance  with the
provisions  and  limitations  of this  Article,  this Lease and the Demised Term
shall be renewed for the First Renewal Term upon the same then executory  terms,
covenants and conditions as the original Demised Term, including the definitions
of Owner's  Basic Tax  Liability  set forth in Section  23.01D,  except that the
Fixed Rent due and payable during the First Renewal Term shall be:

     1. One Hundred  Forty-Three  Thousand  Four Hundred  Thirty-One  and 76/100
($143,431.76)  Dollars per annum  ($11,952.65 per month) for the period from the
First  Renewal  Commencement  Date to and including the last day of the calendar
month in which the day immediately  preceding the first (1st) anniversary of the
First Renewal Commencement Date shall occur;

     2. One Hundred  Forty-Seven  Thousand Seven Hundred  Thirty-Four and 72/100
($147,734.72)  Dollars per annum ($12,311.23 per month) for the next year of the
First Renewal Term;

     3.  One  Hundred  Fifty-Two  Thousand  One  Hundred  Sixty-Six  and  76/100
($152,166.76)  Dollars per annum ($12,680.56 per month) for the next year of the
First Renewal Term;

     4. One Hundred  Fifty-Six  Thousand  Seven  Hundred  Thirty-One  and 76/100
($156,731.76)  Dollars per annum ($13,060.98 per month) for the next year of the
First Renewal Term; and

     5. One Hundred  Sixty-One  Thousand  Four Hundred  Thirty-Three  and 71/100
($161,433.71)  Dollars per annum ($13,452.81 per month) for the remainder of the
First Renewal Term.

     The parties  acknowledge that during the First Renewal Term, the Fixed Rent
allocable to the Storage Space is as follows:


     a. Thirty-Nine  Thousand Nine Hundred  Ninety-Four and 95/100  ($39,994.95)
Dollars per annum for the period from the First Renewal Commencement Date to and
including  the last day of the  calendar  month  in  which  the day  immediately
preceding the first (1st)  anniversary  of the First Renewal  Commencement  Date
shall occur;

     b.  Forty-One  Thousand  One Hundred  Ninety-Four  and 80/100  ($41,194.80)
Dollars per annum for the next year of the First Renewal Term;

     c. Forty-Two Thousand Four Hundred Thirty and 64/100  ($42,430.64)  Dollars


                                       51
<PAGE>

per annum for the next year of the First Renewal Term;

     d. Forty-Three Thousand Seven Hundred Three and 56/100 ($43,703.56) Dollars
per annum for the next year of the First Renewal Term; and

     e. Forty-Five Thousand Fourteen and 67/100  ($45,014.67)  Dollars per annum
for the remainder of the First Renewal Term.

     B.  Provided  (i)  Tenant is not then in  default  under any of the  terms,
covenants  or  conditions  of this  Lease on  Tenant's  part to be  observed  or
performed,  (ii) Tenant,  in  contradistinction  to any subtenants or occupants,
shall then be in occupancy of the entire  Demised  Premises  (with it understood
that any space leased under this Lease which has been removed or eliminated from
the Demised Premises pursuant to the provisions of Section 11.03 shall be deemed
leased to Tenant under this Lease for the purposes of this Section  41.01),  and
(iii)  Tenant  shall have  exercised  the option to lease the  Demised  Premises
during the First Renewal Term pursuant to the provisions of Subsection A of this
Section 41.01,  Tenant shall have the option to renew this Lease and the Demised
Term for a second and final  renewal  term  (referred  to as the "Final  Renewal
Term") of five (5) years commencing on the date immediately  following the First
Extended Expiration Date (referred to as the "Final Renewal  Commencement Date")
and  ending,  unless  sooner  terminated  pursuant to the terms,  covenants  and
conditions  of this Lease or pursuant  to law,  on the last day of the  calendar
month in which the day immediately  preceding the fifth (5th) anniversary of the
first day of the Final Renewal Term shall occur. If Tenant exercises such option
in accordance  with the provisions and  limitations of this Article,  this Lease
and the Demised  Term shall be renewed for the Final  Renewal Term upon the same
then  executory  terms,  covenants  and  conditions  as the First  Renewal Term,
including  the  definitions  of Owner's Basic Tax Liability set forth in Section
23.01D, except that the Fixed Rent due and payable during the Final Renewal Term
shall be:

     1. One  Hundred  Sixty-Six  Thousand  Two  Hundred  Seventy-Six  and 73/100
($166,276.73)  Dollars per annum  ($13,856.39 per month) for the period from the
Final  Renewal  Commencement  Date to and including the last day of the calendar
month in which the day immediately  preceding the first (1st) anniversary of the
Final Renewal Commencement Date shall occur;

     2. One  Hundred  Seventy-One  Thousand  Two Hundred  Sixty-Five  and 03/100
($171,265.03)  Dollars per annum ($14,272.09 per month) for the next year of the
Final Renewal Term;

     3.  One  Hundred   Seventy-Six   Thousand   Four  Hundred  Two  and  98/100
($176,402.98)  Dollars per annum ($14,700.25 per month) for the next year of the
Final Renewal Term;

     4. One  Hundred  Eighty-One  Thousand  Six Hundred  Ninety-Five  and 07/100
($181,695.07)  Dollars per annum ($15,141.26 per month) for the next year of the
Final Renewal Term; and

     5. One Hundred  Eighty-Seven  Thousand  One Hundred  Forty-Five  and 92/100
($187,145.92)  Dollars per annum ($15,595.49 per month) for the remainder of the
Final Renewal Term.

     The parties  acknowledge that during the Final Renewal Term, the Fixed Rent
allocable to the Storage Space shall be as follows:


     a.  Forty-Six  Thousand Three Hundred  Sixty-Five  and 11/100  ($46,365.11)
Dollars per annum for the period from the Final Renewal Commencement Date to and
including  the last day of the  calendar  month  in  which  the day  immediately
preceding the first (1st)  anniversary  of the Final Renewal  Commencement  Date
shall occur;

     b.  Forty-Seven  Thousand Seven Hundred  Fifty-Six and 06/100  ($47,756.06)
Dollars per annum for the next year of the Final Renewal Term;


                                       52
<PAGE>

     c. Forty-Nine  Thousand One Hundred  Eighty-Eight  and 69/100  ($49,188.69)
Dollars per annum for the next year of the Final Renewal Term;

     d. Fifty Thousand Six Hundred  Sixty-Four and 35/100  ($50,664.35)  Dollars
per annum for the next year of the Final Renewal Term; and

     e.  Fifty-Two  Thousand  One Hundred  Eighty-Four  and 28/100  ($52,184.28)
Dollars per annum for the remainder of the Final Renewal Term.


The First Renewal Term and the Final Renewal Term are each individually referred
to as a "Renewal Term."

     Section 41.02.  Tenant's Exercise of Option:  Each of the options set forth
in Section  41.01 may only be exercised by notice given by Tenant to Owner on or
prior  to the  date  which is  twelve  (12)  months  immediately  preceding  the
commencement  date of the  applicable  Renewal Term in question.  Time is of the
essence with  respect to the exercise of each option.  Tenant shall not have the
right  to give any such  notice  after  the date  which is  twelve  (12)  months
immediately  preceding the commencement date of the applicable Renewal Term, and
any notice given after said  applicable  date purporting to exercise such option
shall be void and of no force or effect.

     Section 41.03.  Confirmation of Exercise of Tenant's Renewal Right: Tenant,
upon request of Owner,  from time to time,  will execute and deliver to Owner an
instrument  in form  reasonably  satisfactory  to Owner  stating  whether or not
Tenant has  exercised any right to renew  pursuant to the  provisions of Section
41.01 and, if Tenant has exercised any such right,  setting forth the Fixed Rent
for the  applicable  Renewal  Term.  However,  failure of Owner to  request  the
execution  and delivery of any such  instrument  or failure of Tenant to execute
and deliver such instrument  shall not vitiate the foregoing  provisions of this
Article.


     IN WITNESS WHEREOF,  Owner and Tenant have  respectively  signed and sealed
this Lease as of the day and year first above written.


                         OWNER:

                         LIGHTHOUSE 444 LIMITED PARTNERSHIP,

                         By:  LIGHTHOUSE 444 OPERATING, LLC, its managing member


                              By:      /s/ Louis Sheinker
                                 -----------------------------------------------
                                   Name:   Louis Sheinker
                                   Title:  Member


                         TENANT:

                         GTJ CO., INC.


                         By:         /s Jerome Cooper
                            ----------------------------------------------------
                                   Name:  Jerome Cooper
                                   Title: President


                                       53
<PAGE>

                   UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT
                             (Within New York State)


State of New York      )
                        :ss.:
County of Nassau       )


     On the 21 day of April,  in the year  2005,  before  me,  the  undersigned,
personally appeared Jerome Cooper, personally known to me or proved to
me on the basis of satisfactory  evidence to be the individual(s)  whose name(s)
is  (are)  subscribed  to the  within  instrument  and  acknowledged  to me that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
upon behalf of which the individual(s) acted, executed the instrument.


                             /s/ Suzanne Mikos David
                       ---------------------------------------------------------
                      (Signature and Office of individual taking acknowledgment)



                   UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT
                           (Outside of New York State)

State, District of Columbia, Territory,
Possession or Foreign Country
___________________):ss.:

     On the ___day of  _________in  the year ____,  before me, the  undersigned,
personally appeared  ___________,  personally known to me or proved to me on the
basis of satisfactory  evidence to be the  individual(s)  whose name(s) is (are)
subscribed to the within  instrument  and  acknowledged  to me that  he/she/they
executed  the  same  in  his/her/their  capacity(ies),   that  by  his/her/their
signature(s) on the instrument, the individual(s),  or the person upon behalf of
which the individual(s) acted, executed the instrument, and that such individual
made such appearance before the undersigned in the __________.  (Insert the city
or other  political  subdivision  and the state or  country  or other  place the
acknowledgment was taken.)

                       ---------------------------------------------------------
                      (Signature and office of individual taking acknowledgment)


                                       54
<PAGE>

                                   EXHIBIT A-1

This floor plan of a portion of the third (3rd) floor in the  building  known as
444 Merrick Road, Lynbrook,  New York, is annexed to this Agreement of Lease and
made a part hereof solely to delineate by outlining  and diagonal  markings that
portion of the third  (3rd)  floor  demised to Tenant  under this  Agreement  of
Lease. All areas, dimensions, conditions and locations are approximate.



                                       1
<PAGE>

                                    EXHIBIT B

                              OWNER'S INITIAL WORK

I. Owner  agrees to supply and install in the Demised  Premises all of the items
set forth on Owner's  Work Plans  referred to in Paragraph IV of this Exhibit B,
as it may be modified to reflect any Change Work (as defined in  Paragraph  IV),
unless prevented by job conditions or other circumstances  beyond the reasonable
control of Owner or unless variations thereto are necessary to comply with Legal
Requirements  (such work and  installations  are  referred to herein as "Owner's
Initial Work").

II.  Owner's  Initial Work shall be equal to standards  adopted by Owner for the
Building.   Owner's  Initial  Work  shall  constitute  a  single   non-recurring
obligation  on the part of Owner.  In the event the Lease is renewed or extended
for a further  term by agreement or  operation  of law,  Owner's  obligation  to
perform Owner's Initial Work shall not apply to any such renewal or extension.

III.  Subject to the  provisions of  Paragraphs  IV(4) and VI of this Exhibit B,
Owner's Initial Work shall be substantially  completed prior to the Commencement
Date. At any time after such substantial completion, Owner may enter the Demised
Premises to complete  unfinished  details of Owner's  Initial  Work and entry by
Owner, its agents, servants, employees or contractors for such purpose shall not
constitute an actual or constructive  eviction,  in whole or in part, or entitle
Tenant to any abatement or diminution of rent or relieve  Tenant from any of its
obligations  under this Lease,  or impose any liability upon Owner or its agents
by reason of inconvenience or annoyance to Tenant,  or injury to or interruption
of Tenant's business, or otherwise.

IV. (1) Owner shall submit to Tenant a complete set of plans and specifications
(referred to herein as "Owner's Work Plans") for those Alterations to the
Demised Premises comprising Owner's Initial Work. In the event that Tenant shall
have any comments or concerns with respect to Owner's Work Plans (or any
revisions thereof), Tenant shall deliver a notice to Owner, within five (5) days
immediately following Tenant's receipt of Owner's Work Plans (or any revisions
thereof), setting forth such comments or concerns. Time is of the essence with
respect to the delivery of any such notice from Tenant to Owner. Any notice
setting forth comments or concerns with respect to Owner's Work Plans delivered
to Owner after such five (5) day period shall be of no force or effect. In the
event that Tenant delivers any such notice to Owner after said five (5) day
period or if Tenant fails to deliver any such notice to Owner, then in such
event, Owner's Work Plans (and any revisions thereof) shall be deemed approved.

     (2) A.  Owner  shall  deliver to Tenant,  along  with the  complete  set of
Owner's Work Plans pursuant to subdivision (1) above, a notice identifying which
items  contained  in Owner's  Work  Plans,  if any,  will or might be subject to
certain  delays in  delivery  and which  might  affect  the date of  substantial
completion of Owner's Initial Work.  Tenant may, within five (5) days after such
notice from Owner,  designate,  subject to the  limitations (i) through (vi) set
forth in  subparagraph  (4)(A) of Paragraph IV, other available items which will
not be  subject  to delays in  delivery.  If  Tenant  fails to timely  make such
designations,  Owner will have no  obligation to supply or install the items set
forth in such Owner's notice or, at Owner's election, Owner shall have the right
to perform the work  relating  to such items and for the purpose of  determining
whether or not Owner's Initial Work shall have been substantially  completed and
for the purpose of fixing the Commencement Date pursuant to Section 1.02 of this
Lease,  said  items set forth in such  notice  and all  other  related  work and
installations  shall be deemed unfinished  details of Owner's Initial Work which
may be performed by Owner after the  substantial  completion of Owner's  Initial
Work in accordance  with the  provisions of Paragraph III of this Exhibit B and,
accordingly, shall not affect the Commencement Date.

     B. As part of  Owner's  Initial  Work and  pursuant  to the  provisions  of
Section 29.02 of the Lease, Owner shall install the Dedicated AC Unit to provide
conditioned air to the Demised  Premises.  Owner has advised Tenant that the air
conditioning  unit to be  installed  by Owner as part of the  Dedicated  AC Unit
(which  air-conditioning unit shall be installed on the rooftop of the Building)
is a so-called  "long lead item" and that the delivery of such  air-conditioning
unit may be subject to certain  delays in delivery  which may affect the date of


                                       1
<PAGE>

the substantial completion of Owner's Initial Work. However, notwithstanding any
delay in the delivery of said  air-conditioning  unit,  Owner shall  install all
piping,  conduits  and related  equipment in and to the Demised  Premises  which
shall be necessary to operate the Dedicated AC Unit and run (as necessary)  such
piping, conduit and related equipment to the rooftop of the Building, such that,
upon the completion of the  installation of such equipment,  Owner shall be able
to connect the  air-conditioning  unit to such  equipment at the roof top access
points.  Accordingly,  the  parties  hereby  agree  that,  for  the  purpose  of
determining  whether or not Owner's  Initial Work shall have been  substantially
completed  and for the  purpose  of fixing the  Commencement  Date  pursuant  to
Section 1.02 of this Lease, provided Owner has so installed the piping,  conduit
and related equipment described above, the installation of said air-conditioning
unit shall be deemed an unfinished  detail of Owner's  Initial Work which may be
performed by Owner after the  substantial  completion of Owner's Initial Work in
accordance  with  the  provisions  of  Paragraph  III  of  this  Exhibit  B and,
accordingly, shall not affect the Commencement Date.

     (3) In the event  substantial  completion of Owner's  Initial Work shall be
delayed by reason of Tenant's delays in submitting any plans or  specifications,
or in  supplying  information,  or  in  approving  plans  or  specifications  or
estimates,  or in giving  authorizations  or by reason  of any  Change  Work (as
hereinafter  defined) or by reason of any other  similar  acts or  omissions  of
Tenant, then, in such event, Tenant agrees to pay to Owner, as agreed liquidated
damages for such delays  occasioned by Tenant's  acts or omissions,  as the case
may be, sums equal to one (1) day's Fixed Rent for each day that such failure or
delay  shall  continue.  Tenant  shall  also  pay to  Owner a sum  equal  to any
additional  cost to Owner in completing  Owner's Initial Work resulting from any
of the  foregoing  failures,  acts or omissions of Tenant.  Any such sums may be
collected by Owner,  from time to time, upon demand,  whether or not the Demised
Term shall have commenced.

     (4) A. Tenant,  after the submission of Owner's Work Plans,  may designate,
subject to  Owner's  approval,  substitute  or  additional  work,  materials  or
installations  (referred to  collectively  as "Change  Work") to be supplied and
installed by Owner in replacement of, or in addition to, the work, materials and
installations  set forth on Owner's Work Plans,  provided that such Change Work:
(i) is in  compliance  with the  provisions  of this  Lease,  including  without
limitation  Articles 3 and 6 hereof;  (ii) is practical and consistent  with the
physical  conditions  in the Building and with the plans for the Building  filed
with the  appropriate  governmental  authorities  and  agencies;  (iii) will not
impair  Owner's  ability  to  perform  any  of  Owner's  obligations  under  the
provisions  of this Lease;  (iv) will not affect any  portions  of the  Building
other than the  Demised  Premises;  (v) shall (a) be in  Auto-CAD  format and be
signed,  sealed and  certified by a  registered  architect  and, if  applicable,
engineer  duly  licensed  in the  State  of New  York  and (b)  comply  with all
applicable  Legal  Requirements so that Owner's Work Plans may,  without further
amendment or change,  be used for engineering  drawings and  specifications  and
filed  with  and  approved  by  the  appropriate  governmental  authorities  and
agencies;  and (vi) will not tend to delay  completion of Owner's  Initial Work.
If, at or about  the time of the  submission  by  Tenant to Owner of any  Change
Work, it appears to Owner that any item of Change Work designated by Tenant will
tend to delay  completion of Owner's Initial Work, or,  notwithstanding  Owner's
approval of any Change Work, if it  subsequently  appears to Owner that any item
of Change Work  designated  by Tenant will tend to delay  completion  of Owner's
Initial  Work,  Owner in each case shall notify Tenant in writing to that effect
and Tenant,  within five (5) days after the giving of such notice (as determined
in accordance  with Article 27 of this Lease),  will  designate,  subject to the
foregoing  limitations  (i) through (vi),  other  available items of Change Work
which  will not so tend to  delay  completion.  If  Tenant  fails  to make  such
designations  within five (5) days after the giving of said  notice,  Owner will
have no  obligation  to supply or  install  the items set forth in such  Owner's
notice or, at Owner's election, Owner shall have the right to perform such items
of Change Work in accordance with the provisions of this Exhibit B, except that,
solely for the purpose of  determining  whether or not Owner's  Initial Work has
been substantially completed and for the purpose of fixing the Commencement Date
pursuant to Section 1.02 of this Lease,  such items of Change Work and all other
related work and  installations  shall be deemed  unfinished  details of Owner's
Initial Work which may be performed  after the  Commencement  Date in accordance
with the provisions of Paragraph III of this Exhibit B and,  accordingly,  shall
not affect the Commencement Date.

     B.  Tenant  shall  pay to Owner a sum  equal  to the  amount  by which  the
aggregate  of (a) the  actual  cost  and  expense  to  Owner  of  supplying  and
installing all Change Work designated by Tenant (including,  but not limited to,
the cost to  Owner  of a field  superintendent,  operating  engineer,  laborers,


                                       2
<PAGE>

freight  elevator  costs,  rubbish  removal,  temporary  sprinkler and lighting,
electric and heat, protection, insurance, filing and expediting building permits
and other  governmental  approvals,  blueprint  costs and every other item which
customarily  would be considered a general  condition  and, if  applicable,  any
construction  management  or  other  fees  paid  to the  general  contractor  or
construction  manager who is  performing  Owner's  Initial Work [such  aggregate
actual  cost and expense is  referred  to as  "Owner's  Additional  Construction
Cost"] plus (b) if there is no general contractor or construction manager who is
performing  Owner's  Initial  Work,  ten (10%)  percent  of  Owner's  Additional
Construction  Cost for office  overhead and as a  construction  management  fee,
shall  exceed (c) the  following  credits:  a sum equal to the  actual  cost and
expense to Owner  (including,  but not  limited to, the cost to Owner of a field
superintendent,  operating engineer,  laborers,  freight elevator costs, rubbish
removal,  temporary  sprinkler  and  lighting,  electric  and heat,  protection,
insurance, Building Department, filing and expediting building permits and other
governmental  approvals,  blueprint costs and every other item which customarily
would be considered a general  condition)  of all items  required to be supplied
and  installed  by Owner  pursuant to  paragraph  I of this  Exhibit B for which
Change Work is substituted by Tenant (however, if the actual cost and expense to
Owner of any item of Change Work designated by Tenant as a substitution shall be
less  than the  actual  cost  and  expense  to  Owner  of the item set  forth in
paragraph I of this Exhibit B for which such substitution is made, the credit to
which  Tenant shall be entitled  for such  substitution  shall be limited to the
actual  cost and expense to Owner of the item of Change  Work so  designated  by
Tenant;  nor shall Tenant be entitled to any credit for the  substitution of any
partitioning  of less than  floor-to-ceiling  height).  Any such excess shall be
payable  by  Tenant  to  Owner,  whether  or not the  Demised  Term  shall  have
commenced,  within  five (5) days  next  following  the  rendition  of a written
statement by Owner to Tenant.

     C. The term "substitute" or "substitution" as used in paragraph  (IV)(4)(B)
above shall be expressly  limited to an item of Change Work designated by Tenant
in replacement of an item required to be supplied or installed by Owner pursuant
to  paragraph  I of this  Exhibit B which item of Change Work so  designated  by
Tenant  serves  the same  function  as the item so  replaced,  e.g.,  a lighting
fixture in replacement of a lighting  fixture  designated on Owner's Work Plans.
Any  Change  Work for which  Tenant  shall  have  received  any  credit or other
allowance shall not be deemed Tenant's personal property but shall be and remain
Owner's property.

V. During the performance of Owner's Initial Work, Tenant shall not be permitted
to perform any  Alterations in the Demised  Premises  prior to the  Commencement
Date,  except to the extent such Alterations and the performance  thereof during
Owner's Initial Work are expressly  approved by Owner. In the event Tenant is so
permitted to perform Alterations while Owner is performing Owner's Initial Work,
then each of the parties shall cause its contractors to cooperate with the other
and  the  other's   contractors  so  that  Owner's  Initial  Work  and  Tenant's
Alterations may be completed  efficiently and economically,  such cooperation to
relate to including, without limitation, the storage of tools and materials.

     VI. Any dispute  between  the parties as to whether or not Owner's  Initial
Work is "substantially complete" shall be submitted to arbitration in accordance
with the provisions of Article 36 of this Lease.


                                       3
<PAGE>

                                   SCHEDULE A

                                 BUILDING RULES


1.   The  sidewalks,   entrances,   passages,  courts,  elevators,   vestibules,
     stairways,  corridors or halls of the Building  shall not be  obstructed or
     encumbered  by  any of the  tenants,  their  agents,  clerks,  servants  or
     visitors or used for any purpose  other than ingress and egress to and from
     the Demised  Premises.  Any tenant whose premises are situate on the ground
     floor  of the  Building  shall,  at said  tenant's  own  expense,  keep the
     sidewalks and curb  directly in front of said premises  clean and free from
     ice and snow.  Nothing  shall be swept or thrown by the tenants or by their
     agents clerks,  servants or visitors into the corridors,  halls, stairways,
     elevators or light shafts,  or upon any skylights of the Building,  or into
     any  heating  or  ventilating  registers,  or  plumbing  apparatus  in  the
     Building, or upon the adjoining building on the street.

2.   No awnings or other projections,  including air conditioner units, shall be
     attached to the outside walls or windows of the Building  without the prior
     consent of Owner. No curtains, blinds, shades, or screens shall be attached
     to or hung  in,  or used in  connection  with,  any  window  or door of the
     Demised  Premises  without  the  prior  consent  of  Owner.  Such  awnings,
     projections, curtains, blinds, shades, screens or other fixtures must be of
     a quality,  type,  design and color, and attached in a manner,  approved by
     Owner.

3.   No  sign,  advertisement,  object,  notice  or  other  lettering  shall  be
     exhibited,  inscribed,  painted or  affixed  on any part of the  outside or
     inside of the Demised Premises without the prior consent of Owner. Interior
     signs on doors and directory tablets, if any, shall be of a size, color and
     style approved by Owner.

4.   The sashes, sash doors, skylights, windows, and doors that reflect or admit
     light and air into the halls,  passageways  or other  public  places in the
     Building  shall not be  covered  or  obstructed,  nor  shall  any  bottles,
     parcels, or other articles be placed on any window sills.

5.   No showcases or other  articles  shall be put in front of or affixed to any
     part of the exterior of the Building,  nor placed in the halls,  corridors,
     vestibules or other public parts of the Building.

6.   The water and wash closets and other  plumbing  fixtures  shall not be used
     for any purposes other than those for which they were  constructed,  and no
     sweepings,  rubbish, rags, ashes, chemicals, refuse from electric batteries
     or other substances shall be thrown therein. All damages resulting from any
     misuse of the plumbing  fixtures shall be borne by the tenant who, or whose
     servants,  employees,  agents, visitors or licensees, shall have caused the
     same. No tenant shall bring or keep,  or permit to be brought or kept,  any
     inflammable,   combustible  or  explosive  fluid,  material,   chemical  or
     substance in or about the Demised Premises.

7.   No tenant or occupant shall mark, paint,  drill into, or in any way deface,
     damage or mutilate  any part of the  Building or the Demised  Premises.  No
     boring,  cutting or stringing of wires shall be permitted,  except with the
     prior  consent of Owner,  and as Owner may  direct.  No tenant or  occupant
     shall install any resilient tile, linoleum or similar floor covering in the
     Demised Premises except in a manner approved by Owner.

8.   No bicycles,  vehicles or animals of any kind,  other than seeing eye dogs,
     shall be brought into or kept in or about the Demised Premises.  No cooking
     shall be done or  permitted  in the  Building  by any  tenant  without  the
     approval  of  Owner.  No  tenant  shall  cause or  permit  any  unusual  or
     objectionable odors to emanate from the Demised Premises.

9.   Without  the prior  consent of Owner,  no tenant  shall use or  occupy,  or
     permit any portion of the Demised  Premises to be used or occupied  for the
     storage of  merchandise  (except for the  storage of sample  products to be
     displayed in such tenant's showroom), or for the sale of merchandise, goods
     or property of any kind at auction.


                                       1
<PAGE>

10.  No tenant  shall make,  or permit to be made,  any  unseemly or  disturbing
     noises or  disturb or  interfere  with other  tenants or  occupants  of the
     Building or  neighboring  buildings  or premises  whether by the use of any
     musical instrument,  radio, television set or other audio device, unmusical
     noise, whistling, singing, or in any other way. Nothing shall be thrown out
     of any doors or windows.  No tenant shall do anything or permit anything to
     be done, in its Demised  Premises,  or bring or keep anything therein or in
     the Building, that will in any way obstruct or interfere with the rights of
     other tenants, or in any way injure or annoy them, or those having business
     with them.

11.  No  additional  locks or bolts of any kind shall be placed  upon any of the
     doors or windows,  nor shall any  changes be made in existing  locks or the
     mechanism  thereof.  Each tenant must, upon the termination of its tenancy,
     restore  to Owner all keys of stores,  offices  and  toilet  rooms,  either
     furnished to, or otherwise procured by, such tenant.

12.  Owner  reserves  the  right  to  restrict  and  regulate  the  use  of  the
     aforementioned  public  areas  of  the  Building  by  the  tenants,   their
     employees,   guests,  contractors  and  customers  and  by  persons  making
     deliveries  to tenants,  including but not limited to the right to allocate
     certain  elevators  for delivery  service and the right to designate  which
     Building  entrances  shall  be used by  persons  making  deliveries  in the
     Building.  All removals from the Building, or the carrying in or out of the
     Building  or the  Demised  Premises  demised to any  tenant,  of any safes,
     freight,  furniture or bulky matter of any  description  must take place at
     such time and in such  manner as Owner or its  agents may  determine,  from
     time to time, which may involve overtime work for Owner's employees, agents
     or  contractors.  Tenant shall  reimburse  Owner for such costs incurred by
     Owner,  including the cost of such overtime work. The moving of safes shall
     occur at such times as Owner shall  designate upon previous notice to Owner
     or Owner's agent;  and the persons employed to move the safes in and out of
     the Demised Premises must be acceptable to Owner in its sole discretion. No
     tenant  shall use the  passenger  elevators  for the hauling and removal of
     materials  or debris and the same shall be done only after  Business  Hours
     and only via the designated  freight elevator.  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  Building  Rules or the
     provisions of such tenant's lease.

13.  No tenant  shall  use or  occupy,  or permit  any  portion  of the  Demised
     Premises to be used or occupied,  as an office for a public stenographer or
     typist,  or as a barber or manicure  shop, or as an employment  bureau.  No
     tenant or  occupant  shall  engage or pay any  employees  in the  Building,
     except those actually  working for such tenant or occupant in the Building,
     nor advertise for laborers, giving an address at the Building.

14.  No tenant or occupant shall  purchase  spring water,  ice, food,  beverage,
     lighting  maintenance,  cleaning,  towels, or other like service,  from any
     company or persons not approved by Owner, such approval not unreasonably to
     be withheld.  No tenant shall install or permit the  installation or use of
     any machine dispensing goods for sale, including without limitation, foods,
     beverages,  cigarettes  or  cigars;  permit  the  delivery  of any  food or
     beverage to the Demised  Premises.  No food or beverage shall be carried in
     the public halls and elevators of the Building except in closed containers.

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

16.  Owner reserves the right to exclude from the Building, between the hours of
     6 P.M. and 8 A.M. on business days and at all hours on  Saturdays,  Sundays
     and holidays,  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
     such passes.  Each tenant shall be responsible  for all persons for whom it
     requests  such  passes  and  shall be  liable to Owner for all acts of such
     persons.  Owner may require all such persons to sign a register on entering
     or leaving the Building.


                                       2
<PAGE>

17.  Each tenant,  before closing and leaving the Demised  Premises at any time,
     shall see that all entrance doors are locked and all windows closed.

18.  Each tenant shall, at its expense,  provide artificial light in the Demised
     Premises for Owner's agents,  contractors  and employees  while  performing
     janitorial or other cleaning  services and making repairs or alterations in
     the Demised Premises.

19.  The  Demised  Premises  shall not be used,  or  permitted  to be used,  for
     lodging or sleeping or for any immoral or illegal purpose.

20.  The  requirements  of tenants will be attended to only upon  application at
     the office of Owner.  Building  employees shall not be required to perform,
     and shall not be requested  by any tenant or occupant to perform,  any work
     outside of their regular duties,  unless under specific  instructions  from
     the  office of Owner.  Owner  shall not be  responsible  to Tenant  for the
     non-observance  or  violation of these rules and  regulations  by any other
     tenant or occupant.

21.  Canvassing, soliciting and peddling in the Building are prohibited and each
     tenant and occupant shall cooperate in seeking their prevention.

22.  There shall not be used in the  Building,  either by any tenant or occupant
     or  by  their  agents  or  contractors,  in  the  delivery  or  receipt  of
     merchandise,  freight or other  matter,  any hand  trucks or other means of
     conveyance except those equipped with rubber tires,  rubber side guards and
     such other safeguards as Owner may require.

23.  If the Demised  Premises become infested with vermin,  such tenant,  at its
     sole cost and expense, shall cause its Demised Premises to be exterminated,
     from time to time,  to the  satisfaction  of Owner,  and shall  employ such
     exterminators therefor as shall be approved by Owner.

24.  The Demised  Premises  shall not be used,  or permitted to be used,  at any
     time, without the prior approval of Owner, for the sale, at retail, whether
     directly, by mail order or otherwise, of goods, wares or merchandise of any
     kind, or as a restaurant, shop, booth, bootblack or other stand, or for the
     conduct of any business or occupation which  predominantly  involves direct
     patronage   of  the  general   public  in  the  Demised   Premises  or  for
     manufacturing or for other similar purposes.

25.  No tenant shall clean, or permit to be cleaned,  any window of the Building
     from the outside in  violation  of Section 202 of the New York Labor Law or
     any successor law or statute, or of the rules of the Board of Standards and
     Appeals or of any board or body having or asserting jurisdiction.

26.  No tenant shall move, or permit to be moved, into or out of the Building or
     the Demised  Premises,  any heavy or bulky  matter,  without  the  specific
     approval of Owner. If any such matter  requires  special  handling,  only a
     person holding a Master Rigger's  license shall be employed to perform such
     special  handling.  No tenant shall place,  or permit to be placed,  on any
     part of the floor or floors of the Demised  Premises,  a load exceeding the
     floor load per square foot which such floor was designed to carry and which
     is allowed by law.  Owner  reserves the right to  prescribe  the weight and
     position  of safes and other  heavy  matter,  which must be placed so as to
     distribute the weight.

27.  No borrowed lights  (display  windows) in the  partitioning  separating the
     Demised  Premises from the Building's  public corridors shall be obstructed
     in any manner by the tenant.

28.  Telegraph,   telephone  and  other  wires  and  instruments  shall  not  be
     introduced  by  Tenant  without  previous  notice  to  Owner  and  with its
     reasonable approval.

29.  Owner may from time to time adopt  additional  systems  and  procedures  to
     improve the  security  or safety of the  Building,  any persons  occupying,


                                       3
<PAGE>

     using or  entering  the  same,  or any  equipment,  finishing  or  contents
     thereof,  and Tenant  shall  comply with  Owner's  reasonable  requirements
     relative thereto.

30.  Owner reserves the right to rescind, alter, waive or add, as to one or more
     or all  tenants,  any rule or  regulation  at any time  prescribed  for the
     Building  when,  in the  reasonable  judgment  of  Owner,  Owner  deems  it
     necessary or desirable for the  reputation,  safety,  character,  security,
     care,  appearance or interests of the Building, or the preservation of good
     order  therein,  or the operation or  maintenance  of the Building,  or the
     equipment thereof, or the comfort of tenants or others in the Building.  No
     rescission,  alteration,  waiver or addition of any rule or  regulation  in
     respect of one tenant shall operate as a  rescission,  alteration or waiver
     in respect of any other tenant.

31.  Business  machines and mechanical  equipment  used in the Demised  Premises
     that cause  vibrations or noise that may be  transmitted to any other space
     in the Building to such a degree as to be reasonably objectionable to Owner
     or to any  tenants  or  occupants  of the  Building  shall  be  placed  and
     maintained  by Tenant,  at its  expense,  in  settings  of cork,  rubber or
     spring-type  vibration  eliminators  sufficient,  in Owner's  judgment,  to
     eliminate such vibrations or noise.

32.  Tenant shall neither contract for, nor employ, any labor in connection with
     the  maintenance or cleaning of, or providing of any other services to, the
     Demised  Premises  (but  excluding  Tenant's  Property)  without  the prior
     written  consent of Owner in its sole  discretion  (Owner may  withhold any
     such consent on the ground that use of such service  provider would disturb
     labor harmony in the Building.)


                                       4
<PAGE>

                                   SCHEDULE B

                            Owner's Cleaning Services

I. Office Space--Tenant Area: (nightly unless otherwise noted)

     A.   Empty all waste receptacles
     B.   Sweep all hard surface floors
     C.   Vacuum high traffic, main corridor areas
     D.   Wipe all areas  within  hand high reach  including  windowsills,  wall
          ledges, chairs, tables, baseboards and all manner of office furniture
     E.   Wipe  clean all  desktops  and  glasswork  surfaces,  if clear of work
          papers and file folders.
     F.   Vacuum all carpeted areas weekly

II. Lavatories: (nightly unless otherwise noted)

     A.   Clean and disinfect all bowls, seats, urinals and sinks
     B.   Clean all mirrors
     C.   Empty all trash  receptacles and sanitary napkin disposal  receptacles
          and remove to a designated area
     D.   Wipe dry all metal
     E.   Refill all soap, paper towel, toilet tissue and seat cover dispensers
     F.   Sweep and damp mop tile floors with disinfectant
     G.   Wipe clean the exterior of all waste cans and dispensing units
     H.   Spot clean and disinfect all walls and partitions
     I.   Scrub flooring as necessary
     J.   Remove smudges from doors, doorframes and light switches

III. Hallways and Corridors: (nightly unless otherwise noted)

     A.   Spot clean all glass
     B.   Clean  all  drinking  fountains
     C.   Vacuum all carpeted areas, as necessary

IV.  Rubbish Removal Service:

     Remove  all  ordinary  office  dry  rubbish  and  paper  from  waste  paper
     receptacles nightly, Monday through Friday, holidays excepted.

V.   Window Cleaning Service:

     Clean all exterior window,  inside and out, periodically during the year as
     Owner deems necessary.


                                       1