Exhibit 10.17  Lease Agreement with Parkway Associates

<PAGE>

Exhibit 10.17  Lease Agreement with Parkway Associates

                   AGREEMENT OF LEASE,  made this 13th day of March, 1998 by and
between  PARKWAY  ASSOCIATES,  a New York State  partnership,  having offices at
54-65 48th Street,  Maspeth, New York (hereinafter designated as "Landlord") and
STRATCOMM MEDIA, LTD., a Florida  corporation having an office at 1947 Lee Road,
Winter Park, FL (hereinafter designated as "Tenant")

                                                    WITNESSETH:

                   Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord,  in the building known as The Islandia Pavilion  (hereinafter referred
to as the  "Building"),  and  located on land  (hereinafter  referred  to as the
"Land") at 1377 Long Island Motor Parkway,  Islandia, Suffolk County, New York ,
containing  approximately,  without  representation,  3650 rentable  square feet
(subject to a 19% loss factor) on the third floor together with all fixtures and
equipment  which at the  commencement,  or  during  the term of this  Lease  are
thereto  attached  (except  items not deemed to be included  constitute  and are
hereby  called "the demised  premises"),  Tenant  shall have the  non--exclusive
revocable use of all Common Areas as said term is hereinafter defined in Article
27.09,  of the Land and Building (arid such other  facilities as to which Tenant
is entitled pursuant to the terms hereof)  approximately as shown on the plan or
plans or diagram or diagrams set forth on Exhibit "A" attached hereto and made a
part hereof (or  incorporated by reference into this Lease as though  physically
attached hereto); for a term of Five (5) years and one (1) month,  commencing on
or about April 1, 1998 (the "Commencement Date") and ending on May 31, 2003 (the
"Termination  Date") at an annual  base  rental  rate as set forth on Schedule 1
annexed  hereto  and made a part  hereof.  Upon  substantial  completion  of the
demised  premises,  Landlord  and  Tenant  shall  execute  a  commencement  date
agreement  (the  "Commencement   Date  Agreement")   setting  forth  the  actual
Commencement Date of the term hereof,  and the date Tenant shall commence paying
fixed annual. rent as specified in Article 50 hereof.

                   Tenant  agrees to pay said fixed  annual rent in lawful money
of the United-States,  in equal monthly installments in advance on the first day
of each calendar month during said term, at the office of Landlord or such other
place in the United  States of America as  Lan~1ord  may  designate  in writing,
without any setoff or deduction  whatsoever.  Should the  obligation to pay rent
commence  on any day other than the first day of a month,  then the fixed rent f
or the  unexpired  portion of such month shall be adjusted and prorated on a per
diem basis.

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

<PAGE>

                                                     ARTICLE 1

                                                       Rent

                   1.01.  Tenant shall pay the fixed annual rent and  additional
rent as above and as hereinafter provided, by good and sufficient check drawn on
a bank doing business in the State of New York which is a member of the New York
Clearing  House or a successor  thereto.  All sums other than fixed  annual rent
payable  by Tenant  hereunder  shall be deemed  additional  rent and  payable on
demand, unless other payment dates are hereinafter provided,  and Landlord shall
have the same  remedies  with  respect  to a default  in payment of any items of
additional  rent as Landlord  has with  respect to a default in payment of fixed
rent. The first month's rent,  irrespective of when the first (1st) month's rent
is due, shall be paid upon execution of the within Lease.

                                                     ARTICLE 2

                                                     Occupancy

                   2.01.  Tenant may not use or occupy the demised premises as a
savings bank, state or Federal savings and loan association,  commercial bank or
trust company,  or any combination of uses  incidental to the foregoing.  Tenant
shall use and occupy the demised premises solely for general offices for Tenant,
its subsidiaries,  related  companies and divisions and permitted  assignees and
subtenants, and for no other purpose.

                                                     ARTICLE 3

                                           Alterations and Installations

                   3.01.  Tenant  shall  make  no  alterations,   installations,
additions or improvements in or to the demised premises without Landlord's prior
written consent, which consent in the case of non-structural  changes, shall not
be.  unreasonably  withheld;  all such work  shall be done only by  Landlord  as
general contractor with contractors or mechanics approved by Landlord.  All such
work,  a1terations,  installations,  additions and improvements shall be done at
Tenant's  sole  expense  and at  such  times  and in  such  manner  so as not to
unreasonably  interfere  with the  peaceful  enjoyment  of the Building by other
tenants.  Prior to  commencement  of such  work,  for all  work  over the sum of
$50,000,  Tenant  must obtain and file a Payment or Surety and  Completion  Bond
with Landlord, from a licensed surety company reasonably acceptable to Landlord.

3.02. Any mechanic's  lien (a "Lien") filed against the demised  premises or the
Building  for work  claimed to have been done for or  materials  claimed to have
been  furnished to Tenant shall be  discharged  by Tenant at its expense  within
thirty (30) days after <PAGE>

notice,  by payment,  filing of the bond  required by law or  otherwise.  In the
event Tenant seeks to have the Lien  discharged  by bonding  same,  Tenant shall
make  application  within 15 clays after filing of the Lien to the Supreme Court
to remove the same and proceed  thereafter with due.,  diligence to remove same.
In lieu of obtaining  releases of the Lien, Tenant, at its option, may post with
Landlord a Payment Bond issued by a duly qualified  bonding company as aforesaid
in a sum equal to 125% of the cost of the improvement.

                   303.   All   alterations,    installations,   additions   and
improvements made and installed and paid for by Landlord shall become and be the
property of Landlord and shall remain upon and be  surrendered  with the demised
premises  as a part  thereof  at the end of the  term of this  Lease,  excluding
Tenant's modular work stations.

                   3.04.   Al1   non--structural   alterations,   installations,
additions and improvements made and installed by Tenant, or at Tenant's expense,
upon or in the demised  premises  shall be removed at the end of the term of the
Lease at Tenant's expense and the demised premises  restored by Tenant,  and any
damages created thereby shall be repaired, all at Tenant's cost and expense.

                   3.05.  Where  furnished  by or at the  expense  of Tenant all
furniture, furnishings and trade fixtures, including without limitation, murals,
business  machines  and  equipment,  counters,  screens,  grille  work,  special
panelled doors, cages, partitions,  metal railings,  closets, paneling, lighting
fixtures and equipment, drinking fountains, refrigerators, and any other movable
property  shall  remain the  property of Tenant  which  Tenant may at its option
remove all or any part thereof at any time prior to the  expiration  of the term
of this Lease,  provided  all damage  occasioned  by such removal is repaired by
Tenant,  at Tenant's  sole cost and expense.  In case Tenant shall decide not to
remove any part of such  property,  Tenant shall notify  Landlord in writing not
less than three (3) months  prior to the  expiration  of the term bf this Lease,
specifying  the items of property  which  Tenant has decided not to remove,  the
same shall be,  deemed  abandoned by Tenant and  thereupon the same shall become
the property of Landlord, without payment or reimbursement to Tenant.

                   3.06.  Tenant  shall keep  records of  Tenant's  alterations,
installations,  additions and improvements,  and the cost thereof. Tenant shall,
within 45 days after  demand by  Landlord,  furnish to  Landlord  copies of such
records  and  cost if  Landlord  shall  require  same  in  connection  with  any
proceeding to reduce the assessed  valuation of the  Building,  or in connection
with any proceeding instituted pursuant to Article 9 hereof.

                   3.07. During the

course  of  Tenant's  alterations,  Tenant  (and  all  of  its  contractors  and
subcontractors) will carry or cause to be carried adequate Worker's Compensation
Insurance,  Builders  Risk,  Comprehensive  General  Liability  and  such  other
insurance  as may be  required  by law to be  carried by  Landlord  or Tenant or
<PAGE>

required by Article 40 hereof in  connection  with such  construction,  and such
insurance  (except the Worker's  Compensation  Insurance)  shall name  Landlord,
Landlord's  managing agent, and all mortgagees and ground lessors and such other
parties as Landlord shall designate as additional insureds.

                   3.08.  "Structural  Changes" shall mean changes affecting the
"structural  elements" of the Building,  which are the foundation,  floor plate,
exterior  or  load--bearing  walls,  curtain  wall,  roof and the  Building-wide
plumbing,  electrical and the heating,  ventilation and air conditioning systems
(the "HVAC  System"),  and  changes  requiring  a change in the  Certificate  of
Occupancy  applicable to the Building  unless same shall have been  specifically
authorized by Landlord on the following  terms and  conditions (i) the character
or use of the Building shall not be affected;  (ii) the  structural  strength of
the Building shall not be weakened; and (iii) no part of the Building outside of
the demised premises shall be physically  affected except as to Tenant's changes
specifically authorized by Landlord pursuant to this Lease.

                   3.09.  Notwithstanding anything contained,  elsewhere in this
Lease,   if  Tenant   makes  any   alterations,   installations,   additions  or
improvements, Tenant will comply with all of the following at Tenant's sole cost
and expense:

                   a)  Tenant  shall  furnish  Landlord  with  the  plans of the
planned alterations prior to construction.

                   b) Tenant must furnish  Landlord with an "as-built" plan upon
the completion of any work.

                   C) Tenant  will obtain all  governmental  permits and pay all
applicable government fees.

                   d)  Tenant  will file  appropriate  plans  with  governmental
authorities, where applicable.

                   e)  Tenant  will  perform  all  alterations  in  a  good  and
workmanlike  manner in  accordance  with  standards at least  equivalent  to the
standards prevailing in the building of which the demised premises form a part.

                   f) Tenant  accepts  full  responsibility  for any  changes in
sprinklers,  passages, legal exits, et cetera, which may be necessitated by such
alterations and shall not do any work which shall adversely affect the remainder
of the building of which the demised premises form a part.

                   g)  Tenant shall not make any installation on or through the
roof, nor shall Tenant or Tenant's agents enter upon
<PAGE>

                  the roof or place objects thereon without the specific written
permission of Landlord,  who shall specify the time and  Conditions  under which
such entry may be obtained. Landlord may make such rules and regulations as they
reasonably deem appropriate to govern Tenant's use or access to the roof for any
purpose whatsoever.

                                                     ARTICLE 4
                                                      Repairs

                   4.01.  Tenant  shall,  at its sole cost and  expense and only
using Landlord as general contractor,  make such repairs to the demised premises
and the fixtures and appurtenances  therein  necessitated by the act,  omission,
occupancy,  or negligence  of Tenant  (except fire or other  casualty  caused by
Tenant's  negligence,  if the fire or other casualty insurance policies insuring
Landlord are not  invalidated  by this  provision)  or by the use of the demised
premises  in a manner  contrary  to the  purposes  for which  same are leased to
Tenant, as and when needed to preserve them in good working order and condition.
Except as  otherwise  provided  in Section  3.05 of this  Lease,  all damages or
injury to the demised premises and to its fixtures,  appurtenances and equipment
or to the Building or to its fixtures,  appurtenances  and  equipment  caused by
Tenant moving  property in or out of the Building or by  installation or removal
of furniture,  fixtures or other property, and for all of which aforesaid items,
Landlord has not been or will not be reimbursed by insurance, shall be repaired,
restored or  replaced  promptly  by Tenant at its sole cost and  expense,  which
repairs restorations and replacements shall be in quality and class equal to the
original  work  or  installations.   If  Tenant  fails  to  make  such  repairs,
restorations  or  replacements,  same may be made by  Landlord at the expense of
Tenant and such expense shall be  collectible  as  additional  rent and shall be
paid by Tenant within 15 days after rendition of a bill therefor.

                   4.02.  Tenant  shall  not  place a load upon any floor of the
demised premises  exceeding the floor load per square foot area which such floor
was designed to carry. and which is allowed by law.

4.03.Business machines and mechanical equipment belorigin5 to Tenant which cause
vibration, noise, cold or heat that may be transmitted to the Building structure
or to any leased  space to such a degree as to be  reasonably  objectionable  to
Landlord or to any other tenant in the Building  shall be placed and  maintained
by Tenant at its expense in settings of cork,  rubber or  spring-type  vibration
eliminators  sufficient to absorb and prevent such  vibration or noise,  cold or
heat. The parties hereto recognize that the operation of elevators, air <PAGE>

conditioning  and heating  equipment will cause some vibration,  noise,  heat or
cold  which  may be  transmitted  to other  parts of the  Building  and  demised
premises.  Landlord  shall be under no  obligation  to  endeavor  to reduce such
vibration,  noise, heat or cold beyond what is customary in a first class office
such as the Building.

                   4.04.  There shall be no allowance to Tenant for a diminution
of  rental  value  and no  liability  on the  part  of  Landlord  by  reason  of
inconvenience,  annoyance  or injury to business  arising from the making of any
repairs,  alterations,  additions  or  improvements  in or to any portion of the
Building  or  the  demised  premises  or  in or to  fixtures,  appurtenances  or
equipment thereof.

                   4.05. Landlord, at its sole cost and expense,  shall maintain
and make all necessary  Structural Changes to the structural elements of (i) the
Building  and the  demised  premises,  and (ii) the  Common  Areas,  hereinafter
defined in Section 27.11, except that: (a) Landlord shall not be responsible for
the  maintenance,  repair or replacement  of any such systems  including but not
limited to supplemental  heating,  ventilating and air  conditioning,  electric,
plumbing  including  bathrooms and kitchens which are located within the demised
premises  and are  supplemental  or special to the  Building  standard  systems,
whether  installed  pursuant  to this  Lease or  otherwise;  and (b) the cost of
performing  any of said  maintenance  or  repairs  caused by the  negligence  of
Tenant, its employees, agents, servants, or invitees or the failure of Tenant to
perform its obligations under this Lease, shall be paid by Tenant, except to the
extent of insurance proceeds, if any, actually collected by Landlord with regard
to the  damage  necessitating  such  repairs;  and  (c)  Landlord  shall  not be
responsible  for the  repair  of any  floor  coverings  located  in the  demised
premises.  Landlord shall also not be responsible  for the repair or maintenance
of any electric lighting (including but not limited to tubes,  bulbs,  ballasts)
and any wall finish or covering within the demised premises.

                                                     ARTICLE 5

                                        Requirements of Law; Fire Insurance

                   5.01.  Tenant,  at its  expense,  shall  comply with all law,
orders and regulations of Federal, State, County and Municipal authorities,  and
with any  direction of any public  officer or officers,  pursuant to law,  which
shall impose any  violation,  order or duty upon Landlord or Tenant with respect
to the demised premises; or the use or occupation thereof.

                   5.02.  Tenant  shall  not do or  permit to be done any act or
thing upon the Building,  which will  invalidate or be in conflict with New York
Standard Fire insurance policies covering the Building, and fixtures and <PAGE>

property therein, or which would increase the rate of fire insurance  applicable
to the Building to an amount higher than it otherwise would be; and Tenant shall
neither  do nor  permit to be done any act or thing  upon the Land and  Building
which shall or might  subject  Landlord to any liability or  responsibility  for
injury to any person or persons or to property

                   by reason of any business or operation  being carried on upon
the Building; but nothing in this Section 5.02 shall prevent Tenant's use of the
demised premises for the purposes stated in Article 2 hereof.

                   5.03.  If,  as a result of any act or  omission  by Tenant or
violation of this Lease,  the rate of fire insurance  applicable to the Building
shall be increased to an amount higher than it otherwise  would be, Tenant shall
reimburse  Landlord for all increases of Landlord's  fire insurance  premiums so
caused;  such  reimbursement to be additional rent payable upon the first day of
the month  following any outlay by Landlord for such  increased  fire  insurance
premiums. In any action or proceeding wherein Landlord and Tenant are parties, a
schedule or "make up" of rates for the  Building or demised  premises  issued by
the body making fire  insurance  rates,  shall be  presumptive  evidence but not
conclusive of the facts  therein  stated and of the several items and charges in
the fire insurance rate than applicable to said Building.

                   5.04. Tenant shall not use or suffer the demised premises. to
be used in any manner so as to create an environmental  violation or hazard, nor
shall  Tenant  cause or  suffer  to be  caused  any  chemical  contamination  or
discharge of a substance of any nature which is noxious, offensive or harmful or
which under any law,  rule or regulation of any  governmental  authority  having
jurisdiction constitutes Hazardous Materials as hereinafter defined.

                   5.05.  Tenant  shall  also  immediately  notify  Landlord  in
writing of any  environmental  concerns of which Tenant is or becomes  aware and
which are  raised by any  private  party or  government  agency  with  regard to
Tenant's  business or the demised  premises.  Tenant shall also notify  Landlord
immediately  of any  hazardous  waste spills at the demised  premises and of any
other Hazardous Materials of which Tenant becomes aware.

                   5.06.  Not in limitation of the  generality of the foregoing,
but as additional  covenants,  Tenant  specifically agrees that (i) Tenant shall
not generate,  manufacture,  refine, transport, treat, store, handle, dispose or
otherwise  deal  with any  hazardous  substances  or  hazardous  waste as now or
hereafter defined by applicable law; and (ii) Tenant shall defend, indemnify and
hold Landlord harmless against any liability,  loss, cost or expense,  including
reasonable  attorneys'  fees and costs  (whether  or not legal  action  has been
instituted)  incurred by reason of the  existence of or any failure by Tenant to
comply with any environmental law now or hereafter in effect.

<PAGE>

                   5.07. As used herein,  the term "Hazardous  Materials"  means
and includes all potentially  hazardous materials,  including without limitation
radon, asbestos and asbestos containing materials.

5.08.  Tenant covenants arid agrees that at any and all times during the term of
this Lease it shall be  responsible  for  compliance  with any  federal,  state,
county,  local, or municipal law (including  without limitation Local Law 76, as
same now exists or may  hereafter be amended,  if the Building is located in New
York   City),   statute,   ordinance,   code,   regulation   or   administrative
recommendation  pertaining to Hazardous Materials  (including without limitation
any requirements pertaining to the cleanup, removal, and/or encapsulation of any
Hazardous  Materials  that  may be in or at the  demised  premises  or may  have
emanated therefrom).  Tenant shall, at its sole cost and expense,  undertake any
and all steps which may be required for  compliance  as aforesaid  regardless of
whether Tenant had installed  said  Hazardous  Materials or that same existed at
the demised  premises prior to Tenant's  occupancy of same. In addition,  Tenant
shall be solely  responsible  for  restoring  and  repairing  any  damage to the
demised  premises  caused  by  or  resulting  from  such  compliance,  e.g.  the
replacement  of any ceiling tiles or  insulation  with  comparable  products not
containing any Hazardous Materials.

5.09. Tenant shall indemnify and save harmless the Landlord,  Landlord's agents,
servants,  and  employees,  from and against all claims and demands  whether for
injuries  to  persons  or loss of life,  or damage to  property,  related  to or
arising  in  any  manner   whatsoever  out  of  the  clean-up,   removal  and/or
encapsulation of Hazardous  Materials  provided same is occasioned  wholly or in
part by any act or omission of (or failure to comply with legal requirements by)
Tenant, its agents, contractors, employees, servants and licensees. In the event
Landlord shall,  without fault on its part, be made a party to any litigation or
administrative  proceedings  commenced by or against  Tenant,  then Tenant shall
protect  and hold  Landlord  harmless  and shall  pay all  costs,  expenses  and
reasonable  attorneys fees incurred or paid by Landlord in connection  with such
litigation.

5.10.  Notwithstanding  anything  herein to the  contrary,  Tenant shal1 file no
documents or take any other action under this Article without  Landlord's  prior
written  approval  thereof,  and Landlord shall also have the right to file such
documents  or take such  action  instead  or on behalf of Tenant  (but  still at
Tenant's sole cost and expense),: and Tenant shall cooperate with Landlord in so
doing. Tenant shall also (i) furnish Landlord with copies of any documents filed
by Tenant pursuant to any environmental  law; (ii) permit Landlord to be present
at any inspection, on or off site, and at any meetings and substances dealt with
by  Tenant  at the  demised  premises,  as  well as any  additional  information
available to Tenant for government filings or determinations as to whether there
has been compliance with an environmental law. <PAGE>

5.11.  Landlord  shall also have the right to enter the demised  premises at any
time to  conduct  tests to  discover  the  facts  of any  alleged  or  potential
environmental problem. In the event Tenant fails to comply as aforesaid with the
clean-up,  removal, and/or encapsulation of Hazardous Materials when so required
within the period of time permitted or promulgated,  then in such event Landlord
may undertake  said work,  but shall not be obligated to do so. Should  Landlord
undertake  said  work  required  by  Tenant as  aforesaid,  then in such  event,
Landlord  shall  render a  statement  to  Tenant  for the cost and  expenses  of
undertaking  said work plus a charge of twenty (20%) percent for  administrative
costs and expenses,  which  statement shall be paid by Tenant as Additional Rent
within  ten (10)  days of  receipt  thereof.  Failure  of  Tenant  to  undertake
compliance as aforesaid shall constitute a material default under this Lease for
which Landlord shall have all rights and remedies,  including without limitation
the right to terminate this Lease and the right to hold Tenant  responsible  for
the entire cost of compliance  as aforesaid  and for all of  Landlord's  damages
resulting from Tenant's failure to so comply.

                   5.12.  The  provisions  of this  Article  shall  survive  the
expiration or earlier  termination  of this Lease,  and the Tenant shall require
any permitted assignee or sub--lessee of the demised premises to agree expressly
in writing to comply with all the provisions of this Article.

                                                     ARTICLE 6

                                                   Subordination

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

                                                     ARTICLE 7
                   Loss, Damage, Reimbursement, Liability etc.

                   7.01.  Landlord  or its  agents  shall not be liable  for any
injury or damage to persons or property resulting from fire, explosion,  falling
plaster, steam, gas, electricity,  water, rain or snow or leaks from any part of
the Building, or from the pipes,  appliances or plumbing works or from the roof,
street or  subsurface  or from any other  place or by  dampness  or by any other
cause of whatsoever  nature,  unless any of the foregoing  shall be caused by or
due to the negligence,  breach of guarantees,  act or omissions of Landlord, its
agents, servants or employees.

                  7.02. Tenant shall reimburse Landlord for all expense, damages
or fines incurred or suffered by Landlord, and for which Landlord has not been

<PAGE>

or will not be reimbursed by  insurance,  by reason of any breach,  violation or
nonperformance by Tenant, or its agents,  servants or employees, of any covenant
or provision of this Lease, or by reason of damage to persons or property caused
by moving property of or for Tenant in or out of the Building,  or by the Tenant
or by reason of or  arising  out of the  carelessness,  negligence  or  improper
conduct of Tenant, or its agents,  servants or employees in the use or occupancy
of the demised premises.

                  7.03.  Tenant  shall give  Landlord  notice in case of fire or
accidents in the demised premises promptly after Tenant is aware of such event.

                  7.04.  Tenant agrees to look solely to  Landlord's  estate and
interest the Land and Building,  or the Lease of the  Building,  and the demised
premises,  for the  satisfaction  of any  right  or  remedy  of  Tenant  for the
collection of a judgment (or other  judicial  process)  requiring the payment of
money by Landlord,  in the event of any liability by Landlord hereunder,  and no
other  property  or assets of  Landlord  shall be  subject  to levy,  execution,
attachment,  or other  enforcement  procedure for the  satisfaction  of Tenant's
remedies under or with respect to this Lease,  the  relationship of Landlord and
Tenant hereunder,  or Tenant's use and occupancy of the demised premises, or for
any other liability of Landlord to Tenant.  In the event the Landlord shall sell
or  transfer  title to the  Building  and there is an  outstanding  claim by the
Tenant against the Landlord at the time of the transfer,  the Tenant's  existing
claim will follow the proceeds of the sale of the Building.

                  7.05.  Each party hereby  releases the other party (which term
as used in this paragraph includes the employees, agents, officers and directors
of the other party) from all liability  whether for negligence or otherwise,  in
connection  with loss  covered  by any  insurance  policies  which the  releasor
carries with respect to the demised premises or any interest or property therein
or, thereon  (whether or not such insurance is required to be carried under this
Lease),  but only to the extent that such loss is collected under said insurance
policies.  Such release is also  conditioned upon the inclusion in the policy or
policies of a provision whereby any such release shall not adversely affect said
policies or  prejudice  any right of the  releasor to recover  thereunder.  Each
party  agrees  that its  insurance  policies,  aforesaid,  will  include  such a
provision  so long as the same shall be  obtainable  without  extra cost,  or if
extra cost shall be charged therefor,  each party shall advise the other thereof
of the amount of the extra cost, and the other party,  at its election,  may pay
the same, but shall not be obligated to do so.

<PAGE>

                                                        ARTICLE 8
                                         Destruction - Fire or Other Cause

                   8.01.  If the demised  premises or any part thereof  shall be
damaged by fire or other casualty, Tenant shall give immediate notice thereof to
Landlord  and this Lease  shall  continue  in full  force and  effect  except as
hereinafter set forth.

                   8.02.  If the  demised  premises  are  partially  damaged  or
rendered partially unusable by fire or other casualty, the damages thereto shall
be repaired by and at the  expense of Landlord  and the rent,  until such repair
shall be  substantially  completed,  shall be apportioned from the day following
the casualty according to the part of the demised premises which is usable.

                   8.03. If the demised premises are totally damaged or rendered
wholly   unusable   by  fire  or  other   casualty,   then  the  rent  shall  be
proportionately  paid up to the time of the casualty and thenceforth shall cease
until the date when the demised  premises  shall have been repaired and restored
by  Landlord,  subject to  Landlord's  right to elect not to restore the same as
hereinafter provided.

                   8.04. If the demised premises are rendered wholly unusable or
(whether  or not the  demised  premises  are  damaged  in  whole or part) if the
Building shall be so damaged that Landlord shall decide to demolish it or not to
rebuild it, then,  in any of such events  Landlord  may elect to terminate  this
Lease by  written  notice to  Tenant,  given  within 90 days  after such fire or
casualty,  specifying a date for the expiration of this Lease,  which date shall
not be more than 60 days  after the  giving  of such  notice,  and upon the date
specified  in such  notice  the term of this  Lease  shall  expire  as fully and
completely as if such date were the date set forth above for the  termination of
this Lease and Tenant shall  forthwith  quit,  surrender  and vacate the demised
premises without  prejudice  however,  to Landlord's rights and remedies against
Tenant under the Lease provisions in. effect prior to such termination,  and any
rent  owing  shall  be paid up to  such  date  and any  rent  paid  for  periods
subsequent to such date shall be returned to Tenant.

                   Unless Landlord shall serve a termination  notice as provided
for  herein,  Landlord  shall  make  the  repairs  and  restorations  under  the
conditions of 8.02 and 8.03 hereof,  with all reasonable  diligence,  subject to
delays due to adjustment of insurance  claims,  labor troubles and causes beyond
Landlord's  control.  After  any such  casualty,  Tenant  shall  cooperate  with
Landlord's  restoration  by removing  from the  demised  premises as promptly as
reasonably  possible,  all of the  Tenant's  salvageable  inventory  and movable
equipment,  furniture,  and other  property.  Tenant's  liability for rent shall
resume  five (5) days  after  written  notice  from  Landlord  that the  demised
premises are substantially ready for Tenant's occupancy. o1

8.05. No damages,  compensation  or claim shall be payable by Landlord to Tenant
for  inconvenience,  loss of business or  annoyance  arising  from any repair or
restoration of any portion of the demised premises or of the Building.

<PAGE>

8.06. Nothing contained hereinabove shall relieve Tenant from liability that may
exist as a result of damage  from fire or other  casualty.  Notwithstanding  the
foregoing,  each party  shall look first to any  insurance  in its favor  before
making  any claim  against  the  other  party f or  recovery  for loss or damage
resulting from fire or other casualty,  and to the extent that such insurance is
in force and collectible and to the extent permitted by law, Landlord and Tenant
hereby  releases  and waives all right of  recovery  against the other or anyone
claiming  through or under each of them by way of subrogation or otherwise.  The
foregoing release and waiver shall be in force only if both releasors' insurance
policies  contain a clause  providing  that such a release  or waiver  shall not
invalidate  the  insurance.  If,  and to the  extent,  that such  waiver  can be
obtained only by the payment of additional premiums,  then the party benefitting
from the waiver shall pay such premium within ten (10) days after written demand
or shall be deemed to have agreed that the party  obtaining  insurance  coverage
shall be free of any further obligation under the provisions hereof with respect
to waiver of  subrogation.  Tenant  acknowledges  that  Landlord  will not carry
insurance on Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Landlord will
not be obligated to repair any damage thereto or replace the same.

8.07.  Tenant hereby  waives the  provisions of Section 227 of the Real Property
Law of the State of New York and  agrees  that the  provisions  of this  Article
shall govern and control in lieu thereof.

                                                     ARTICLE 9

                                                  Eminent Domain

                   9.01.  In the event  that the whole of the  demised  premises
shall  be  lawfully  condemned  or  taken  in  any  manner  for  any  public  or
quasi--public use or purpose,  this Lease and the term and estate hereby granted
shall  forthwith  cease  and  terminate  as of the  date  of  vesting  of  title
(hereinafter  referred  to as the "date of  taking"),  and Tenant  shall have no
claim against Landlord for, or make any claim for, the value of any expired term
of this Lease,  and the rent and additional rent shall be apportioned as of such
date.

9.02. In the event that any part of the demised  premises  shall be so condemned
or taken, then this Lease shall be and remain unaffected by such condemnation or
taking,  except that the rent and additional rent allocable to the part so taken
shall be apportioned as of the date of taking,  provided,  however,  that Tenant
may elect to cancel this Lease if any portion of the demised  premises  shall be
so  condemned or taken,  provided  such notice of election is given by Tenant to
Landlord not later than thirty (30) days after the date when  Landlord  notifies
Tenant  of the date  that  title  shall  vest or has  vested  in the  condemning
authority.  Upon the giving of such  notice,  this Lease shall  terminate on the
thirtieth  day  following  the date of such notice by Tenant.  Upon such partial
taking  and  this  Lease  continuing  in  force  as to any  part of the  demised
premises,  the  rent  and  additional  rent  shall be  diminished  by an  amount
representing  the part of said rent and additional  rent properly  applicable to
the portion or portions of the demised premises which may be condemned or taken.

<PAGE>

If as a result of the partial  taking (and this Lease  continuing in force as to
the part of the demised premises not so taken), any part of the demised premises
not taken is damaged, Landlord agrees with reasonable promptness to commence the
work  necessary  to  restore  the  damaged  portion  to the  condition  existing
immediately  prior  to the  taking,  and  prosecute  the  same  with  reasonable
diligence to its completion.

                   9.03. Nothing hereinabove provided shall preclude Tenant from
appearing,  claiming,  proving and  receiving  in the  condemnation  proceeding,
Tenant's  moving  expenses,  and the value of  Teniant1s  fixtures,  or Tenant's
alterations,  installations  and  improvements  which do not become  part of the
Building  or  property  of  Landlord,  provided  such  claims  do  not  diminish
Landlord's award.

9.04.  In the event  that more than  twenty-five  (25%) per cent of the  demised
premises  shall be so taken and Tenant  shall not have  elected  to cancel  this
Lease as above  provided,  the entire award for partial  taking shall be paid to
Landlord,  and Landlord,  at Landlord's own expense,  shall to the extent of the
net proceeds  (after  deducting  reasonable  expenses  including  attorneys' and
appraisers'  fees)of the award  restore the  unaffected  part of the Building to
substantially  the.  same  condition and  tenantability  as existed prior to the
taking. Until said unaffected portion is restored, Tenant shall be entitled to a
proportionate  abatement of rent for that portion of the demised  premises which
is being restored and is not usable until the  completion of the  restoration or
until the said portion of the demised  premises is used by Tenant,  whichever is
sooner.  Said unaffected  portion shall be restored within a reasonable time but
not more than six (6) months after the taking `provided, however, if Landlord is
delayed by strike,  lockout,  the elements,  or other causes  beyond  Landlord's
control,  the time for completion  shall be extended for a period  equivalent to
the delay.  Should Landlord fail to complete the restoration within the said six
(6) months or the time as extended,  Tenant may elect to cancel this,  Lease and
the term hereby  granted in the manner and with the same results as set forth in
the next two sentences of this Section 9.04. If such partial  taking shall occur
in the last two years of the term hereby granted, either party,  irrespective of
the area of the space  remaining,  may elect to cancel  this  Lease and the term
hereby  granted,  provided such party shall,  within thirty (30) days after such
taking, give notice to that effect, and upon the giving of such notice, the rent
shall be  apportioned  and paid to the date of expiration of the term  specified
and this Lease and the term hereby  granted  shall cease,  expire and come to an
end upon the expiration of said thirty days specified in said notice.  If either
party  shall so elect to end this Lease and the term  hereby  granted,  Landlord
need not  restore  any part of the  demised  premises  and the entire  award for
partial  condemnation shall be paid to Landlord,  and Tenant shall have no claim
to any part thereof, except as to the items set forth in Section 9.03 where same
are applicable.

<PAGE>

                   9.05.  In the event all or any part of the  demised  premises
shall  be'-taken for a temporary use or occupancy,  (a) the Lease term shall not
be reduced or affected  in any way except as  provided in (d) below,  (b) Tenant
shall continue to be responsible  for all of its obligation  hereunder and shall
continue to pay all rents and  additional  rents when due,  (c) Tenant  shall be
entitled to receive that portion of the award which represents reimbursement for
the cost of restoration of the demised  premises,  compensation  for the use and
occupancy  of the  demised  premises  and for any taking of  Tenant's  property,
except  that,  if the  temporary  period  of  taking  shall  extend  beyond  the
expiration  of the term of this  Lease,  the  portion of the award  representing
compensation  for  the  use and  occupancy  of the  demised  premises  shall  be
apportioned  between Landlord and Tenant as of said expiration date of said term
and  Landlord  shall  receive  that  portion  of  the  award  which   represents
reimbursements  for the cost of restoration of the demised premises,  and (d) if
the date of taking  shall  occur  during the last three (3) years of the term of
this Lease, Tenant may elect to cancel this Lease by notice of election given by
Tenant to Landlord not later than thirty (30) days after the date when  Landlord
notifies  Tenant  of the  date  that  title  shall  vest  or has  vested  in the
condemning authority. Upon the giving of such notice, this Lease shall terminate
on the  thirtieth  day  following  the  date of such  notice  and the  rent  and
additional rent shall be apportioned as of such termination date, with Landlord,
and  not  Tenant,   to  receive  the  portion  of  the  award  which  represents
reimbursement  for the  cost of  restoration  of the  demised  premises  and the
portion of the award representing  compensation for the use and occupancy of the
demised premises for the time subsequent to the cancellation date.

                   9.06. In the event more than  one-third  (1/3) of the parking
spaces shall be so condemned or taken which parking spaces formulate part of the
overall Land, and the Landlord is not able to provide  on-premises parking equal
to  two--thirds  (2/3) of the  original  parking  areas,  then in that event the
Tenant may elect to cancel this Lease and the terms hereby granted in accordance
with

the  provisions  of  Section  9.02  applicable  to  condemnation  of  more  than
twenty--five  (25%) percent of the demised premises.  Landlord shall give notice
to Tenant within sixty (60) days of the date of such taking as to whether or not
Landlord will in fact restore sufficient parking facilities as herein set forth.
Neither Tenant nor Tenants'  employees,  agents,  servants or visitors shall use
parking spaces reserved for other tenants. <PAGE>

                                                    ARTICLE 10

                                             Assignment and Subletting

                   10.01.   Tenant,   for  itself,   its  heirs,   distributees,
executors,  administrators,  legal  representatives,   successors  and  assigns,
expressly  covenants that it shall not assign,  mortgage or encumber this Lease,
nor underlet, or suffer or permit the demised premises or any part thereof to be
used or occupied by others,  without  the prior  written  consent of Landlord in
each instance. If this Lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anyone other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee,  undertenant or occupant, and
apply the net amount collected to the rent herein  reserved,  but no assignment,
underletting,  occupancy  or  collection  or the  acceptance  of  the  assignee,
undertenant  or occupant as tenant,  shall be deemed a waiver of the  provisions
hereof  or a  release  of  Tenant  from the  further  performance  by  Tenant of
covenants on the part of Tenant  herein  contained.  Tenant shall remain  liable
under this Lease. The consent by Landlord to an assignment or underletting shall
not in any wise be  construed  to relieve  Tenant  from  obtaining  the  express
consent in writing of Landlord to any further assignment or underletting.  In no
event shall any permitted  sublessee  assign or encumber its sublease or further
sublet all or any portion of its sublet space, or otherwise suffer or permit the
sublet  space or any part  thereof to be used or  occupied  by  others,  without
Landlord's prior written consent in each instance.

                   10.02.  If Tenant  desires to assign  this Lease or to sublet
all or any portion of the demised premises,  it shall first submit in writing to
Landlord the  description of the space and the terms for which Tenant intends to
assign or sublease and shall offer in writing, (i) With respect to a prospective
assignment,  to assign this Lease. to Landlord  without any payment of monies or
other consideration thereof or, or, (ii) with respect to prospective subletting,
to sublet to  Landlord  or its  designee  the  portion of the  demised  premises
involved  ("Leaseback Area") for the term intended by Tenant in its offer and at
the lower of (a)  Tenant's  proposed  subrental or (b) at the same rate of fixed
rent  and  additional  rent  and  otherwise  on the same  terms,  covenants  and
conditions  (including provision relating to escalation rents), as are contained
herein and as are  applicable  to the  portion  of the  demised  premises  to be
covered by such subletting.  The offer shall specify the date when the Leaseback
Area will be made  available to Landlord which date shall be in no event earlier
than sixty (60) days nor later than one hundred  eighty (180) days following the
acceptance  of the offer by the  Landlord.  If an offer of sublease is made,  it
shall in addition  specify the duration of the term of the proposed  sublease as
fixed by Tenant,  except  that if the  proposed  sublease  will result in all or
substantially all of the demised premises being sublet, then Landlord shall have
the option to extend  the term of this  sublease  to the term of the  underlying
Lease,  less one day. Landlord shall have a period of fifteen (15) days from the
receipt of such offer to either  accept or reject the same.  If  Landlord  shall
accept such offer  Tenant  shall then  execute and  deliver to  Landlord,  or to
anyone  designated  or named by  Landlord  of  reasonable  credit  standing,  an
assignment or sublease,  as the case may be, in either case in a form reasonably
satisfactory to Landlord's counsel. <PAGE>

                                   If a sublease  is so made to  Landlord or its
designee, it shall expressly:

                     (a) permit Landlord to make further subleases of all or any
part of the  Leaseback  Area and (at no cost or  expense  to Tenant) to make and
authorize any and all changes,  alterations,  installations  and improvements in
suoh space as Landlord may deem  necessary  for such  subletting,  at Landlord's
expense;

                     (b) provide that Tenant will at all times permit reasonably
appropriate means of ingress to and egress from the Leaseback Area;

                     (c) negate any intention that the estate created under such
sublease be merged with any other estate held by either of the parties;

                     (d) provide that Landlord shall accept the Leaseback Area
"as is" except that Landlord,  at Tenant's-expense,  shall perform all such work
physically  to separate  the  Leaseback  Area from the  remainder of the demised
premises and to permit  lawful  occupancy,  it being  intended that Tenant shall
have no other cost or expense in connection with the subletting of the Leaseback
Area;

                     (e) provide that at the expiration or sooner termination of
the term of such  sublease  Tenant will accept the  Leaseback  Area~ in its then
existing condition,  subject to the obligations of Landlord to make such repairs
thereto as may be  necessary to preserve  the  Leaseback  Area in good order and
condition, ordinary wear and tear expected.

                   Landlord shall  indemnify,and  save Tenant  harmless from all
obligations under this Lease as to the Leaseback Area during

the period of time it is so sublet.  For the purposes of this  clause,  Landlord
shall  be  deemed  to be  any  successor  or  person  or  persons  in  interest.
Performance by Landlord, or its designee, under a sublease of the Leaseback Area
shall be deemed  performance  by Tenant of any similar  obligation  contained in
this Lease,  and Tenant shall not be liable for any default  under this Lease or
deemed to be in default  hereunder  if such default is  occasioned  by or arises
from any act or omission of the Tenant under such  sublease or is  occasioned by
or arises from any act or omission of any occupant  holding under or pursuant to
any such sublease.

                   10.03. If Landlord shall not have accepted Tenant's offer, as
provided in Section 10.02, then Landlord will not unreasonably withhold or delay
its consent to Tenant's  request for consent to such  assignment or  subletting.
Any such  consent of Landlord  shall be subject to the terms of this Article and
conditional  upon there  being no  default  by Tenant and Tenant  shall not have
received any notice of default that is not cured,  beyond any  applicable  grace
period, under anyof the terms, covenants and conditions of this'Lease at the

<PAGE>

time that Landlord's  consent to any such subletting or assignment is~ requested
and on the date of the commencement of the term of any such proposed sublease or
the effective date of any such proposed assignment. In the event Tenant does not
successfully  sublet or assign the space so  designated  in 10.02 within six (6)
months,  then the Landlord's  rights in 10.02 shall  re-occur  before Tenant may
sublet or assign such space.

                   10.04.  If Tenant requests  Landlord's  consent to a specific
assignment or subletting,  it shall submit in writing to Landlord (which writing
shall be in addition to the writing  required  pursuant to Section 10.02 hereof)
(1)  the  name  and  address  of the  proposed  assignee  or  sublessee,  (ii) a
counterpart  of  the  proposed  agreement  or  assignment  or  sublease,   (iii)
reasonably  satisfactory  information  as to the  nature  and  character  of the
business  of the  proposed  assignee or  sublessee,  and as to the nature of its
proposed  use  of the  space,  and  (iv)  banking,  financial  or  other  credit
information relating to the proposed assignee or sublessee reasonably sufficient
to enable  Landlord to determine the financial  responsibility  and character of
the proposed assignee or sublessee. The proposed sublessee must have a net worth
equal to or in excess of the net worth of Tenant.

                   10.05.  Upon receiving  Landlord's  written  consent,  a duly
executed  copy of the  sublease or  assignment  shall be  delivered  to Landlord
within ten (10) days after  execution  thereof.  Any such sublease shall provide
that the sublessee shall comply with all applicable terms and conditions of this
Lease to be  performed by the Tenant  hereunder.  Any such  assignment  of Lease
shall contain an assumption by the assignee of all, of the terms,  covenants and
conditions of this Lease to be performed by the Tenant.

                   notwithstanding

                   (a) Tenant shall not  advertise  (but may list with  brokers)
its space for  assignment  or  subletting at a rental rate lower than the rental
rate then being paid by Tenant to Landlord.

                   (b) The transfer of a majority of the issued and  outstanding
capital stock of any  corporate  tenant or subtenant of this Lease or a majority
of  the  total  interest  in  any  partnership  tenant  or  subtenant,   however
accomplished,  and whether in a single  transaction or in a series of related or
unrelated  transactions,  shall be  deemed  an  assignment  of this  Lease.  The
transfer of outstanding  capital stock of any corporate tenant,  for purposes of
this  Article,  shall not include sale of such stock by persons other than those
deemed "insiders"  within the meaning of the Securities  Exchange Act of 1934 as
amended, and which sale is effected through "over-the-counter market" or through
any  recognized  stock  exchange.  In no event shall there be an assignment to a
"shell" corporation - said assignment must be to the operating entity. <PAGE>

                   (c)            No assignments or subletting shall be made:

                   (1) To any  person  or entity  which  shall at that time be a
tenant,  subtenant  or other  occupant of any part of the  Building of which the
demised  premises  form a part,  or any person or entity who has been dealing or
negotiating  with (or has previously dealt or negotiated with) the Landlord or a
broker for space in the Building, or any person or entity with whom Landlord has
been in  negotiations  during  the  preceding  one (1) year for any space in any
Building owned or managed by Landlord or its representatives.

                   (ii) By the legal  representatives of Tenant or by any person
to whom Tenant's interest under this Lease passes by operation of law, except in
compliance with the provisions of this Article;

                   (iii) To any  person or entity for the  conduct  of  business
which is not in keeping  with the  standards  and the general  character  of the
Building of which the demised premises form a part.

                   (iv) To any person or entity for the  practice of medicine in
any field.

10.07.  Tenant may, with Landlord's prior written  consent,  which consent shall
not be  unreasonably  withheld,  assign or transfer its entire  interest in this
Lease and the leasehold estate hereby created or sublet the whole of the demised
premises  to  a  successor  corporation  of  Tenant  (as  hereinafter  defined);
provided,  however,  that (i) Tenant shall not be in default in any of the terms
of this  Lease,  (ii) the  proposed  occupancy  shall not  increase  the  office
cleaning  requirements or impose an extra burden upon the building  equipment or
building  services  and (iii) the proposed  subtenant  or assignee  shall not be
entitled,  directly or indirectly, to diplomatic or sovereign immunity and shall
be subject to the service of process in, and the  jurisdiction  of the courts of
New York State. A "successor corporation", as used in this Article 10 shall mean
(a) a corporation into which or with which Tenant,  its corporate  successors or
assigns,  is merged or  consolidated,  in accordance with  applicable  statutory
provisions for the merger or consolidation of corporations, or (b) a corporation
acquiring  this Lease and the term  hereof and estate  hereby  granted,  and the
goodwill and all or  substantially  all of the other  property and assets (other
than capital  stock of such  acquiring  corporation)  of Tenant,  its  corporate
successors or assigns,  and assuming all or substantially all of the liabilities
of Tenant, its corporate  successors and assigns, or (c) any corporate successor
to a successor  corporation  becoming such by either of the methods described in
subdivisions (a) and (b) above; provided that, immediately after giving effect

<PAGE>

to any such merger or consolidation,  or such acquisition and assumption, as the
case  may  be,  the  corporation  surviving  such  merger  or  created  by  such
consolidation  or acquiring  such assets and assuming such  liabilities,  as the
case may be, shall have assets, capitalization and a net worth, as determined in
accordance with generally accepted accounting principles,  at least equal to the
assets,  capitalization  and net worth,  similarly  determined,  of Tenant,  its
corporate   successors  or  assigns,   immediately   prior  to  such  merger  or
consolidation  or such  acquisition  and  assumption,  as the case  may be.  The
acquisition  by  Tenant,  its  corporate   successors  or  assigns,  of  all  or
substantially  all  of  the  assets,  together  with  the  assumption  of all or
substantially  all of the obligations and liabilities of any corporation,  shall
be deemed to be a merger for the purposes of this Article.

                   10.08.  In the event that Tenant sells,  sublets,  assigns or
transfers  this  Lease  and at  anytime  receives  periodic  rent  and/or  other
consideration which exceeds that which Tenant would at that time be obligated to
pay to  Landlord,  Tenant  shall  pay to  Landlord  50% of the  gross  increase,
exclusive  of the  costs  of any  improvements,  in such  rent  as such  rent is
received  by Tenant and 50% of any other  consideration  received  by Tenant for
such subtenant of any other consideration received by Tenant from such subtenant
in  connection  with such sublease or in the case of an assignment of this Lease
by Tenant,  Landlord shall receive 50% of any  consideration  paid to Tenant by,
such assignee in connection with such assignment.

                                            Access to Demised Premises

11.01.  Tenant shall permit Landlord to erect, use and maintain pipes, ducts and
conduits in and through the demised  premises,  provided the same are  installed
concealed behind walls and ceilings of the demised premises and are installed by
such methods and at such  locations  as will not  materially  interfere  with or
impair Tenant's  layout or use of the demised  premises or damage the appearance
thereof.  Landlord  or its  agents  or  designees  shall  have the  right,  upon
reasonable  notice,  but only upon  request  made to  Tenant  or any  authorized
employee of Tenant at the demised premises to enter the demised premises,  other
than vaults or other  enclosures  where money,  securities or other valuables or
confidential  documents are kept, at reasonable times during business hours, for
the making of such repairs or alterations as Landlord shall be required or shall
have the right to make by the provisions of this Lease or any other lease in the
Building and,  subject to the foregoing,  shall also have the right to enter the
demised  premises  for the  purpose of  inspecting  them or  exhibiting  them to
prospective  purchasers  or  lessees of the entire  Building  or to  prospective
mortgagees of the fee or of the Landlord's interest in the property of which the
demised premises are a part or to prospective assignees of any such mortgages or
to the holder of any mortgage on the  Landlord's  interest in the property,  its
agents or  designees.  Landlord  shall be allowed to take all material  into and
upon the demised  premises  that may be required for the repairs or  alterations
above  mentioned  as the same is  required  for such  purpose  without  the same
constituting  an eviction of Tenant in whole or in part,  and the rent  reserved
shall in no wise abate,  except as otherwise  provided in this Lease, while said
repairs or alterations  are being made, by reason of loss or interruption of the
business of Tenant because of the prosecution <PAGE>

                   of any such work, provided Landlord shall exercise reasonable
diligence so as to minimize the disturbance.

                   11.02.  Landlord may, upon  reasonable  notice to the Tenant,
during the six (6) months  prior to the  expiration  of the term of this  Lease,
exhibit the demised premises to prospective tenants.

                   I1.03. If Tenant shall not be personally  present to open and
permit an entry  into the  demised  premises  at any time when for any reason an
entry therein shall be urgently  necessary by reason of fire or other emergency,
Landlord or  Landlord's  agents may forcibly  enter the same  without  rendering
Landlord  or such  agents  liable  therefor  (if during  such entry  Landlord or
Landlord's agents shall accord reasonable care to Tenant's property) and without
in any manner affecting the obligations and covenants of this Lease.

                                             Certificates of Occupancy

                   12.01.  Tenant will not at any time use or occupy the demised
premises in violation of the  certificate of occupancy  issued for the Building.
Landlord  represents that the certificate of occupancy for the Building  permits
the use of the  demised  premises  for the  purposes  specified  in this  Lease.
Landlord will make no changes in the Building  which would result in a change in
the  certificate  of  occupancy  which  prevents  Tenant  from using the demised
premises for the purposes specified in this Lease.

                                                    ARTICLE 13

                                                    Bankruptcy

                   13.01.  Subject to the  provisions  of Section  13.03 and the
applicable bankruptcy statutes, if at any time prior to the date herein fixed as
the  commencement  of the term of this Lease  there shall be filed by or against
Tenant in any court  pursuant to any statute  either of the United  States or of
any State a petition in bankruptcy or  insolvency or for  reorganization  or for
the  appointment  of a receiver  or a trustee  of all or a portion  of  Tenant's
property,  or if Tenant makes an  assignment  for the benefit of  creditors,  or
petitions for or enters into an  arrangement  with  creditors,  this Lease shall
ipso facto be cancelled and  terminated,  In which event neither  Tenant nor any
person  claiming  through or under  Tenant or by virtue of any  statute or of an
order of any court shall be entitled to possession  of the demised  premises and
Landlord,  in addition to the other rights and remedies  given by Section  13.04
hereof and by virtue of any other  provision  herein or  elsewhere in this Lease
contained or by virtue of any statute of rule of law,  may retain as  liquidated
damages  any rent,  security,  deposit or monies  received  by it from Tenant or
others in behalf of Tenant upon the execution thereof. <PAGE>

                   13.02.  Subject to the provisions of Section 13.03, if at the
date  fixed  as the  commencement  of the  term of this  Lease or if at any time
during the term hereby  demised there shall be filed by or against Tenant in any
court  pursuant  to any statute  either of the Unite1d  States or of any State a
petition in bankruptcy or insolvency or for.  reorganization  of the appointment
of a receiver or trustee of all or a portion of Tenant's property,  or if Tenant
makes an  assignment  for the benefit of  creditors,  or petitions for or enters
into an arrangement  with creditors,  Landlord may at Landlord's  option,  serve
upon Tenant or any such  trustee,  receiver,  or  assignee,  a notice in writing
stating  that this Lease and the term hereby  granted  shall cease and expire on
the date  specified in said  notice,  which date shall be not less than ten (10)
days after the serving of said  notice and this Lease and the term hereof  shall
then expire on the date so specified as if that date had originally

been fixed in this Lease as the  expiration  date of the terra  herein  granted.
Thereupon,  neither  Tenant nor any person  claiming  through or under Tenant by
virtue  of any  statute  or of an  order  of any  court  shall  be  entitled  to
possession  or to  remain  in  possession  of the  demised  premises  but  shall
forthwith quit and surrender the demised premises,  and Landlord, in addition to
the other  rights and  remedies  Landlord  has by virtue of any other  provision
herein or elsewhere in this Lease  contained or by virtue of any statute or rule
of law, may retain as liquidated damages any rent,  security,  deposit or monies
received by it from Tenant or others in behalf of Tenant.

                   13.03.  In the event  that at any times  mentioned  in either
Sections 13.01 and 13.02 there shall be instituted against Tenant an involuntary
proceeding  for  bankruptcy,  insolvency,  reorganization  or any  other  relief
described in Sections 13.01 or

                   13.02,  Tenant shall have ninety (90) days in which to vacate
or stay the same before this Lease shall terminate or before Landlord shall have
any right to terminate this Lease, provided the rent and additional rent then in
arrears, if any, are paid within fifteen (15) days after the institution of such
proceeding,  and further  provided that the rent and additional rent which shall
thereafter  become  due and  payable  are paid when due,  and  Tenant  shall not
otherwise be in default in the  performance  of the terms and  covenants of this
Lease.

                   13.04. In the event of the termination of this Lease pursuant
to  Sections   13.01,   13.02  or  13.03  hereof,   Landlord  shall   forthwith,
notwithstanding any other provisions of this Lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference  between the rent reserved hereunder for the unexpired portion of the
term  demised  and the then fair arid  reasonable  rental  value of the  demised
premises  for the same  period.  If the demised  premises or any part thereof be
re-let by Landlord for the  unexpired  term of this Lease,  or any part thereof,
before presentation of proof of such liquidated damages to any court, commission
or tribunal,  the amount of rent  reserved upon such  re-letting  shall be prima
fade evidence of the fair and reasonable rental value for the part or the whole

<PAGE>

of the  premises  so re-let  during the term of the  reletting.  Nothing  herein
contained shall be limit or prejudice the right  of...Landlord  to prove for and
obtain as liquidated  damages by reason of such termination,  an amount equal to
the  maximum  allowed by any  statute or rule of law in effect at the time,  and
governing the proceedings +/-`n which such damages are to be proved,  whether or
not such amount be greater,  equal to, or less than the amount of the difference
referred to above.

                                                      Default

                   14.01.  If Tenant defaults in fulfilling any of the covenants
of this Lease,  including  the  payment of rent or  additional  rent,  or if the
demised  premises  become  vacant or deserted,  then, in any one or more of such
events,  upon  Landlord  serving a written  five o(5)  days'  notice to cure the
default upon the  expiration  of said five (5) days, if Tenant shall have failed
to comply  with or remedy  such  default,  or if the said  default  or  omission
complained of shall be of such a nature that the same cannot be completely cured
or remedied  within said 5-day  period and if Tenant  shall not have  diligently
commenced to take action  towards  curing such default  within such 5-day period
and shall not thereafter with reasonable  diligence and in good faith proceed to
remedy or cure such default,  or if any execution or attachment  shall be issued
against Tenant or any of Tenant's property  whereupon the demised premises shall
be occupied by someone other than Tenant and such occupancy shall continue for a
period of fifteen (15) days after written  notice from  Landlord,  then Landlord
may serve a written 5 days  notice of  cancellation  of this Lease upon  Tenant,
and, upon the expiration of said 5 days, this Lease and the term hereunder shall
end and  expire as fully and  completely  as if the date of  expiration  of such
5-day period were the day herein  definitely fixed for the end and expiration of
this  Lease and the term  hereof and Tenant  shall then quit and  surrender  the
demised  premises to Landlord  but Tenant  shall  remain  liable as  hereinafter
provided.  If Tenant shall at any time default hereunder,  and if Landlord shall
institute  an action or  summary  proceedings  against  Tenant  based  upon such
default,  then  Tenant will  reimburse  Landlord  for the expense of  reasonable
attorneys' fees and disbursements thereby incurred by Landlord.

                   14.02.  If the notices  provided for in Section  14.01 hereof
shall have been  given,  and the term shall  expire as  aforesaid,  or if Tenant
shall  default  in the  payment  of the  rent  reserved  herein  or any  item of
additional  rent  herein  provided  or any part of either or in making any other
payment  herein  provided  for,  then and in any of such  events  Landlord  may,
without notice, re--enter the demised premises, and dispossess Tenant, the legal
representatives of Tenant or other occupant of the demised premises,  by summary
proceedings  and lawfully  remove their effects and hold the premises as if this
Lease had not been made,  and  Tenant  hereby  waives  the  service of notice of
intention to re--enter or to institute legal proceedings to that end.

<PAGE>

                   14.03. Notwithstanding any expiration or termination prior to
the Lease  expiration date as set forth in this Article 14, Tenant1s  obligation
to pay any and all rent and  additional  rent under this Lease shall continue to
and over all periods up to the date provided in this Lease for the expiration of
the term hereof.

14.04.  Notwithstanding  the provisions of Section 14.01 hereof,  Tenant, at its
own cost and expense, in its name and/or (wherever  necessary)  Landlord's name,
may contest,  in any manner  permitted by law (including  appeals to a court, or
governmental  department or authority  having  jurisdiction in the matter),  the
validity or the  enforcement of any  governmental  act,  regulation or directive
with which  Tenant is required to comply  pursuant to this Lease,  and may defer
compliance therewith provided that:

                   (a)  such  non--compliance  shall  not  subject  Landlord  to
criminal prosecution or subject the Land and/or Building to lien or sale;

                   (b) such non--compliance shall not be in violation of any fee
mortgage, or of any ground or underlying lease or any mortgage thereon;

                   (c) Tenant  shall  first  deliver to  Landlord a surety  bond
issued by a surety  company  of  recognized  responsibility,  or other  security
satisfactory to Landlord,  indemnifying and protecting Landlord against any loss
or injury by reason of such non--compliance; and

                   (d) Tenant  shall  promptly  and  diligently  prosecute  such
contest.

                   Landlord, without expense or liability to it, shall cooperate
with Tenant and execute any  documents or pleadings  required for such  purpose,
provided that Landlord shall reasonably be satisfied that the facts set forth in
any such documents or pleadings are accurate.

                                                    ARTICLE 15
                      Remedies of Landlord; Waiver of Redemption

15.01.  In case of any such re-entry,  expiration  and/or  dispossess by summary
proceedings  or  otherwise  as set forth in Article 14 hereof (a) the rent shall
become due  thereupon  and be paid up to the time of such  re-entry,  dispossess
and/or  expiration,  together with such expenses as Landlord may incur for legal
expenses,  reasonable  attorneys'  fees,  brokerage,  and/or putting the demised
premises in good order, or for preparing the same for re-- rental;  (b) Land1o~d
may re-let the demised premises or any part or parts thereof, either in the name
of Landlord or otherwise, for a term or terms, which may at Landlord's option be
less than or exceed  the period  which  would  otherwise  have  constituted  the
balance of the term of this Lease and may grant concessions or free rent; and/or
(C) Tenant  shall also pay  Landlord  as  liquidated  damages for the failure of
Tenant to observe and perform said  Tenant's  covenants  herein  contained,  any
deficiency between the <PAGE>

rent hereby reserved and/or covenanted to be paid and the net amount, if any, of
the rents  collected  on account of the lease or leases of the demised  premises
for each month of the period which would otherwise have  constituted the balance
of the term this Lease.  The failure of Landlord to re-let the demised  premises
or any part or parts thereof shall not release or affect Tenant's  liability for
damages.  In computing such liquidated  damages there shall be added to the said
deficiency such expenses as Landlord may incur in connection  with  re--letting,
such as legal expenses,  reasonable  attorneys' fees,  brokerage and for keeping
the demised premises in good order or for preparing the same for re-letting. Any
such liquidated  damages shall be paid in monthly  installments by Tenant on the
rent days  specified in this Lease and any suit brought to collect the amount of
the  deficiency  for any month  shall  not  prejudice  in any way the  rights of
Landlord  to  collect  the  deficiency  for any  subsequent  month by a  similar
proceeding. Landlord, at Landlord's option, may make such alterations,  repairs,
replacements  and/or  decorations  in  the  demised  premises  as  Landlord,  in
Landlord's sole judgment,  considers  advisable and necessary for the purpose of
re--letting  the demised  premises;  and the making of such  alterations  and/or
decorations  shall not operate or be construed to release  Tenant from liability
hereunder  as  aforesaid.  Landlord  shall  in no event  be  liable,  in any way
whatsoever  for the failure or refusal to re--let  the  demised  premises or any
parts  thereof,  or, in the event that the demised  premises  are  re--let,  for
failure to collect the rent thereof  under such  re--letting.  In the event of a
breach by Tenant of any of the covenants or provisions  hereof,  Landlord  shall
have the right to invoke any remedy  allowed at law or in equity as if re-entry,
summary  proceedings and other remedies were not herein provided for. Mention in
this Lease of any particular remedy,  shall not preclude Landlord from any other
remedy,  in law or in  equity.  Landlord  shall  take  all  reasonable  steps to
mitigate damages in the event of default by Tenant.

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

                                                    ARTICLE 16

                                            Fees and Expenses; Interest

                   16.01.   If  Tenant  shall  default  in  the   observance  or
performance  of any  term  or  covenants  on  Tenant's  part to be  observed  or
performed under or by virtue of any of the covenants, terms or provisions in any
Article of this Lease,  (a)  Landlord may remedy such default for the account of
Tenant,  immediately  and without  notice in case of emergency,  or in any other
case only <PAGE>

provided  that Tenant  shall fail to remedy  such  default  with all  reasonable
dispatch after  Landlord  shall have notified  Tenant in writing of such default
and the applicable grace period for curing such default shall have expired;  and
(b) if Landlord makes any expenditures or incurs any obligations for the payment
of  money in  connection  with  such  default  including,  but not  limited  to,
reasonable  attorneys' fees in instituting,  prosecuting or defending any action
or proceeding,  such sums paid or obligations incurred, with interest,  shall be
deemed to be additional  rent  hereunder and shall be paid by Tenant to Landlord
upon rendition of a bill to Tenant therefor.

                   Except as  otherwise  specifically  provided  in this  Lease,
including but not limited to Article 48, hereof, if Tenant is late in making any
payment other than the payment of fixed annual rent and/or  additional  rent due
to Landlord from Tenant under this Lease, then interest ("interest")  calculated
at the rate of one and half  percent  (1--1/2%)  per month shall  become due and
owing to Landlord on such  payment from the date when it was due (or such lesser
amount as may then be legally permitted by law)..

                                                    ARTICLE 17

                                          No Representations by Landlord

                   17.01.   Landlord   or   Landlord's   agents   have  made  no
representations  or promises  with respect to the  Building or demised  premises
except as herein expressly set forth.

                                                    ARTICLE 18

                                                    End of Term

                   18.01.  Upon the expiration or other termination of the term,
Tenant shall quit and surrender to Landlord the demised  premises,  broom clean,
in good order and condition,  ordinary wear and tear and damage for which-Tenant
is not responsible under the terms of this Lease excepted,  Tenant's  obligation
to observe or perform  this  covenant  shall  survive the  expiration  or sooner
termination  of the term of this  Lease.  Tenant  agrees to  indemnify  and save
Landlord harmless from all costs, claims, loss or liability resulting from delay
by  Tenant  in  so  surrendering  the  demised  premises,   including,   without
limitation,  any claims made by any succeeding  tenant founded on such delay. If
the last day of the Term or any renewal thereof falls on Saturday or Sunday this
Lease shall expire on the business day immediately  preceding.  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 City  Practice  Law and Rules and of any  successor  law of
like import then in force in connection  with any holdover  summary  proceedings
which Landlord may institute to enforce the foregoing provisions of this <PAGE>

Article  18. In  addition,  the parties  recognize  and agree that the damage to
Landlord resulting from any failure by Tenant to timely surrender  possession of
the demised premises as aforesaid will be substantial, will exceed the amount of
the monthly installments of the fixed annual rent theretofore payable hereunder,
and will be impossible to accurately  measure.  Tenant  therefor  agrees that if
possession  of the  demised  premises  is not  surrendered  to  Landlord  within
twenty-four (24) hours after the Expiration Date or a sooner  termination of the
Term, in addition to any other rights or remedy  Landlord may have  hereunder or
at law Tenant  shall pay to Landlord  for each month and for each portion of any
month  during  which  Tenant  holds  over  in the  demised  premises  after  the
Expiration  Date or sooner  termination  of this Lease, a sum equal to three (3)
times the  aggregate of that  portion of the fixed rent which was payable  under
this Lease during the last month of the Term.  Nothing herein contained shall be
deemed to permit Tenant to retain  possession of the demised  premises after the
Expiration  Date or sooner  termination  `of this  Lease and" no  acceptance  by
Landlord of payments from Tenant after the  expiration or sooner  termination of
the Lease  shall be deemed to be other  than on account of the amount to be paid
by Tenant in accordance with the provisions of this Article 18, which provisions
shall survive the expiration or sooner termination of this Lease.

                                                    ARTICLE 19

                                                  Quiet Enjoyment

                   19.01.  Landlord  covenants arid agrees with Tenant that upon
Tenant paying the rent and additional  rent and observing and performing all the
terms, covenants and conditions,  on Tenant's part to be observed and performed,
Tenant may  peaceably  and quietly enjoy the premises  hereby  demised,  subject
nevertheless,  to the terms and  conditions  of this  Lease,  and to any  ground
leases,  underlying  leases and mortgages  hereinbefore  mentioned to which this
Lease is subordinate.

                                                    ARTICLE 20

                                                    Definitions

                   20.01.  The term  "Landlord" as used in this Lease means only
the owner,  or the mortgagee in  possession,  for the time being of the Land and
Building (or the owner of a lease of the Building or of the Land and  Building),
so that in the event of any  transfer of title to the Land and  Building or said
lease, or in the event of a lease of the Building,  or of the Land and Building,
upon  notification  to Tenant  of such  transfer  or lease  the said  transferor
Landlord  shall be and hereby is entirely  freed and relieved of all existing or
future  covenants,  obligations  and liabilities of Landlord  hereunder,  and it
shall be deemed  and  construed  as a  covenant  running  with the Land  without
further  agreement  between  the parties or their  successors  in  interest,  or
between the parties and the transferee of title to the Land and Building or said
lease, or the said lessee of the Building, or of the Land and Building, that the
transferee  or the lessee has assumed  arid agreed to carry out any and all such
covenants, obligations and liabilities of Landlord hereunder.

<PAGE>

                   20.02. The words  "re--enter" and "re--entry" as used in this
Lease are not restricted to their technical legal meaning.

                   20.03.  The term "business  days" as used in this lease shall
exclude Saturdays,  Sundays, New Year's Day, Memorial Day, Fourth of July, Labor
Day, Thanksgiving Day, and Christmas. For cleaning purposes,  "business days" as
used in this,  Lease shall exclude all Saturdays,  Sundays,  and holidays as set
forth in the agreement between Realty Advisory Board on Labor Relations, Inc. or
any  successor  thereto and Local  32B--32J of the  Building  Service  Employees
International  Union (AFL-CIO).  The term "business hours" as used in this Lease
shall mean the hours between 8:00 am and 6:00 pm during business days.

                   20.04.  The term  "Tenant's  Proportionate  Share" as used in
this Lease shall mean 2.61%.

                                                    ARTICLE 21
                   Adjacent Excavation   - Shoring

                   21.01.  If an excavation  shall be made upon land adjacent to
the demised premises,  or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation, license to enter upon
the demised premises for the purpose of doing such work as shall be necessary to
preserve the wall of or the Building of which the demised  premises  form a part
from injury or damage and to support the same by proper foundations  without any
claim for damages or indemnity against  Landlord,  or diminution or abatement of
rent. If said excavation is conducted by the Landlord or by an authorized  agent
of the Landlord and it is done in such fashion as to interrupt  Tenant's  normal
business,  to the extent of said  interruption  the rent herein  shall be abated
proportionately.

                                                    ARTICLE 22

                                               Rules and Regulations

                   22.01.  Tenant and Tenant's  servants,  employees  and agents
shall observe  faithfully and comply strictly with the Rules and Regulations set
forth in Exhibit B  attached  hereto and made part  hereof  entitled  "Rules and
Regulations"  and such other and further  reasonable  Rules and  Regulations  as
Landlord or  Landlord's  agents may from time to time adopt  provided,  however,
that in case of any conflict or  inconsistency  between the  provisions  or tins
Lease and of any of the Rules and  Regulations  as  originally  or as  hereafter
adopted,  the provisions of this Lease shall control.  Reasonable written notice
of any additional  Rules and  Regulations  shall be given to Tenant.  Nothing in
this Lease  contained  shall be  construed  to impose upon  Landlord any duty or
obligation  to enforce  the Rules and  Regulations  or the terms,  covenants  or
conditions  in any other lease,  against any other tenant of the  Building,  and
Landlord  shall not be liable to Tenant for  violation  of the same by any other
tenant, its servants,  employees,  agents, visitors or licensees.  Landlord will
uniformly enforce or not enforce the Rules and Regulations.

<PAGE>

                                                    ARTICLE 23

                                                     No Waiver

                   23.01. No agreement to accept a surrender of this Lease shall
be valid  unless in writing  signed by  Landlord.  No employee of Landlord or of
Landlord's  agents  shall  have any  power  to  accept  the keys of the  demised
premises  prior to the  termination  of this Lease.  The delivery of keys to any
employee of Landlord or of  Landlord's  agent shall not operate as a termination
of this  Lease or a  surrender  of the  premises.  In the event of Tenant at any
times  desiring  to have  Landlord  sublet the  demised  premises  for  Tenant's
account,  Landlord or Landlord's  agents are authorized to receive said keys for
such purpose without  releasing  Tenant from any of the  obligations  under this
Lease.  The failure of Landlord to seek  redress for  violation  of or to insist
upon the strict  performance  of, any covenant or condition of this Lease or any
of the Rules and Regulations set forth herein, or hereafter adopted by Landlord,
shall not prevent a subsequent  act, which would have  originally  constituted a
violation,  from having all the force and effect of an original  violation.  The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
Lease  shall not be deemed a waiver of such  breach.  The failure of Landlord to
enforce any of the Rules and Regulations set forth herein, or hereafter adopted,
against  Tenant  and/or any other tenant in the  Building  shall not be deemed a
waiver of any such Rules and  regulations.  No  provision of this Lease shall be
deemed to have been waived by Landlord,  unless such waiver be in writing signed
by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly rent herein  stipulated  shall be deemed to be other than on account
of the earliest  stipulated  rent, nor shall any endorsement or statement on any
check or any  letter  accompanying  any  check or  payment  of rent be deemed an
accord and  satisfaction,  and Landlord may accept such check or payment without
prejudice to Landlord's  right to recover the balance of such rent or pursue any
other remedy in this, Lease provided.

                   23.02.         This  Lease  contains  the  entire  agreement
between  the  parties,   arid  any executory agreement hereafter made shall be

ineffective to change, modify, discharge or effect an abandonment of it in whole
or in part unless such executory agreement is in writing and signed by the party
against whom enforcement of the change,  modification,  discharge or abandonment
is sought. <PAGE>


                                                    ARTICLE 24

                                              Waiver of Trial by Jury

                   24.01.  Landlord  and Tenant do hereby waive trial by jury in
any action,  proceeding or counterclaim  brought by either of the parties hereto
against  the  other  on any  matter  whatsoever  arising  out  of or in any  way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the demised premises, and/or any other claims (except claims for
personal injury or. property damage),  and any emergency  statutory or any other
statutory  remedy.  It is further  mutually  agreed  that in the event  Landlord
commences a proceeding for  non--payment of rent,  Tenant will not interpose and
does hereby waive the rights to interpose any counterclaim of whatever nature or
description in any such proceeding except for compulsory counterclaims.

                                                    ARTICLE 25

                                               Inability to Perform

                   25.01. If, by reason of (1) strike,  (2) labor troubles,  (3)
governmental pre--emption in connection with a national emergency, (4) any rule,
order or  regulation of any  governmental  agency,  (5)  conditions of supply or
demand  which  are  affected  by war  or  other  national,  state  or  municipal
emergency, or (6) any cause beyond Landlord's control,  Landlord shall be unable
to  fulfill  its  obligations  under this Lease or shall be unable to supply any
service  which  Landlord  is  obligated  to  supply,  this  Lease  and  Tenant's
obligation  to pay rent  hereunder  shall  In no way be  affected,  impaired  or
excused.  As Landlord  shall learn of the  happening  of.. any of the  foregoing
conditions,  Landlord  shall  promptly  notify  Tenant  of such  event  and,  if
ascertainable,  its estimated duration, and will proceed promptly and diligently
with the fulfillment of its obligations as soon as reasonably possible.

                                                    ARTICLE 26

                                                      Notices

                   26.01. Any notice or demand, consent, approval or disapproval
required to be given by the terms and provisions of this Lease, or by any law or
governmental regulation,  either by Landlord to Tenant or by Tenant to Landlord,
shall be in writing.  Unless otherwise required by such law or regulation,  such
notice or demand  shall be given,  and shall be deemed to have been  served  and
given by Landlord and received by Tenant upon actual  receipt by Tenant or first
refusal by Tenant,  when Landlord  shall have deposited such notice or demand by
registered or certified mail enclosed in a securely closed postpaid wrapper,  in
a United States Government general or branch post office, or official depository
within the  exclusive  care and custody  thereof,  or by a  receipted  overnight
carrier package addressed to Tenant, at the address set forth after Tenant's

<PAGE>

name on page 1 of this lease. After Tenant shall occupy the demised premises,  a
copy of all notices, demand,  consents,  approvals or disapprovals shall be sent
to Tenant at the demised premises.  Such notice,  demand,  consent,  approval or
disapproval shall be given, and shall be deemed to have been served and given by
Tenant and received by Landlord, when Tenant shall have deposited such notice or
demand by registered or certified  mail enclosed in a securely  closed  postpaid
wrapper, in a United States Government general or branch post office or official
depository  with the  exclusive  care and  custody  thereof,  or by a  receipted
overnight  carrier package addressed to Landlord,  54--65 48th Street,  P.O. Box
780007,  Maspeth,  New York 11378.  Either  party may,  by notice as  aforesaid,
designate a different  address or  addresses  for  notices,  demands,  consents,
approvals or disapprovals.

                                                    ARTICLE 27

                                                     Services

                   27.01.  Landlord shall provide necessary elevator  facilities
on business days from 8:00 A.M. to 6:00 P.M. and shall have sufficient elevators
available at all other times.  At  Landlord's  option,  the  elevators  shall be
operated by automatic control or by manual control,  or by a combination of both
of such methods.

                   27.02. Landlord shall cause the space in the demised premises
to be kept clean in  accordance  with the  standards  set forth in  Exhibit  "C"
attached hereto and made a part hereof entitled "Cleaning Schedule", except that
if any  areas  shall  be used  for the  preparation  and  consumption  of  food,
Landlord's  responsibility  shall be strictly limited to the "Cleaning Schedule"
set forth in Exhibit- "C", and Tenant shall be responsible for any and all other
cleaning in that space.  Tenant may contract with Landlord's cleaning service to
clean these areas at Tenant's cost and expense.

                   27.03.  (a)  Landlord  shall,  through the HVAC system of the
Building,  furnish to the  demised  premises,  on an all year round  basis,  air
conditioning,  ventilation  and heating  during the hours from 8:00 A.M. to 6:00
P.M. on business days.

                   (b)  Landlord  will  maintain  the  HI/AC  system in a manner
befitting a first class  1building and will use all reasonable  care to keep the
same in proper and efficient operating condition.  Landlord shall in no event be
responsible for the failure of the

HVAC system to meet the  requirements  hereinbefore  specified  if such  failure
results from the occupancy of the demised  premises with more than an average of
one person for each 100 square  feet of usable  area or if Tenant  installs  and
operates lighting,  machines and appliances the total connected  electrical load
of which exceeds 4--1/2 watts per square foot of usable area.
<PAGE>

                   (c) Except if the HVAC System is not working,  Tenant  agrees
to keep and cause to be kept closed all the windows in and the exterior doors to
the demised  premises at all times,  and Tenant  agrees to cooperate  fully with
Landlord and to abide by all the regulations and requirements which Landlord may
reasonably  prescribe  for the proper  functioning  and  protection  of the HVAC
System.

                   (d) Tenant acknowledges it has been advised that the Building
has sealed  windows and that,  therefore,  the air in the demised  premises  can
become stale and even unbreathable when the HVAC system is not operating. Tenant
agrees that Landlord shall not be obligated to operate such HVAC System after or
before regular business hours as set forth in Section 27.03 (a).

                   27.04.  Subject to the provisions of Section 25.01,  Landlord
reserves the right to stop services on the HVAC System,  elevator,  plumbing and
electrical  systems  when  necessary  by reason of accident or  emergency or for
repairs, alterations, replacements or improvements, provided that except in case
of emergency,  Landlord will notify Tenant in advance, if possible,  of any such
stoppage  and,  if  ascertainable,  its  estimated  duration,  and will  proceed
diligently  with the work  necessary  to resume  such  service.  as  promptly as
possible  and in a manner so as to minimize  interference  with the Tenant's use
and enjoyment of the demised premises.

                   27.05.  In the event Tenant shall employ any contractor to do
in the demised  premises any work permitted by Section 3.01 of this Lease,  such
contractor and any  subcontractor  shall agree to employ only such labor as will
not result in jurisdictional disputes or strikes. Tenant will inform Landlord in
writing of the names of any contractor or  subcontractor  Tenant proposes to use
in the demised premises at least thirty (30) days prior to the beginning of work
by such contractor or subcontractor.

                  27.06.  If Tenant is  permitted  hereunder  to and does nave a
separate  area  for the  preparation  or  consumption  of  food  in the  demised
premises,  Tenant shall employ,  on a regular basis, an exterminator to keep the
demised  premises free from vermin;  and the Tenant will provide garbage storage
areas to comply  with local codes and  specifications  thereof to be approved by
Landlord,  or other means of disposing  of garbage  reasonably  satisfactory  to
Landlord. Tenant is responsible for all exterminating in the demised premises.

                  27.07.   Tenant  agrees  to  employ  such  office  maintenance
contractor as Landlord may approve and upon further provision that employment of
said contractor shall not create labor disputes for all waxing,  polishing, lamp
replacement,  cleaning and  maintenance  work in the demised  premises.  Nothing
herein  contained  shall prohibit Tenant from performing such work for itself by
use of its own regular employees. <PAGE>

                  27.08.  Landlord  will not be  required  to furnish  any other
services, except as provided in this Article 27, and except that Landlord agrees
to provide on business days (not including Saturdays,  Sundays and holidays) the
cleaning as set forth in Exhibit "C" hereof.  Tenant shall pay to  Landlord,  on
demand,  a reasonable  charge for the removal  from the demised  premises of any
refuse and rubbish of Tenant as shall not be contained in the waste  receptacles
described  in Exhibit C hereof.  Landlord,  its  cleaning  contractor  and their
employees shall have after--hours  access to the demised premises and the use of
Tenant's  light,  power and water in the demised  premises as may be  reasonably
required for the purpose of cleaning the demised premises.

                  27.09.  For the purposes of this Lease,  "Common  Areas" shall
mean all areas, improvements,  space, equipment and special services provided by
Landlord  for the  common or joint use and  benefit  of  tenants  and  invitees,
including  access  roads,  driveways,  entrances  and  exits,  retaining  walls,
landscaped areas, pedestrian walk--ways, walls, courtyards,  concourses, stairs,
ramps,  sidewalks,  building wide washrooms,  hallways,  lobbies,  elevators and
their housing rooms, common window areas, walls and ceiling in Common Areas, and
trash and rubbish areas.

                   27.l0.  Landlord  shall  manage and maintain the Building and
the Common  Areas as a first class  office  building.  Tenant and its  employees
shall occupy and use the demised premises in a manner befitting such building.

                                                    ARTICLE 28

                                                    Electricity

28.01.   As an incident to this Lease, Landlord will furnish to Tenant,  through
transmission  facilities installed by it

in the  Building,  alternating  electric  current  to be used by Tenant  for the
lighting fixtures and electric current and electrical  receptacles  installed in
the demised premises,  but Landlord shall not be liable in any way to Tenant for
any failure or defect in supply or  character of electric  current  furnished to
the  demised  premises.  Tenant  shall pay  Landlord  to furnish and install all
lighting tubes,  lamps, bulbs and ballasts used in the demised premises.  Tenant
shall  use said  electric  current  for  lighting  and,  insofar  as  Landlord's
facilities  are  not  burdened   thereby  and  applicable   laws  and  insurance
regulations  permit,  for  operation,  during  normal  business  hours,  of such
equipment  as is  normally  used  for  the  purposes  herein  leased.  Under  no
circumstances  shall Tenant,  at any time during the term of this Lease,  use or
permit the use of electric heaters or similar heating devices.

                   28.02.  Tenant's  use of  electric  current  in  the  demised
premises  shall not at any time  exceed the  capacity  of any of the  electrical
conductors and equipment in or otherwise  serving the demised  premises.  Tenant
shall not make or perform or permit the making or performing of any  alterations
<PAGE>

to wiring installation or other electrical  facilities in or serving the demised
premises or any additions to the business  machines,  office  equipment or other
appliances in the demised premises which utilize  electrical  energy without the
prior  consent of Landlord in each  instance  (which  shall not be  unreasonably
withheld).

                   28.03.  All  electric  energy  which  Tenant  requires in the
demised premises shall be furnished by the local electric company.

                   28.04. Landlord hereby agrees to install a submeter, the cost
of which will be borne by Landlord. Should the submeter not be in place, for any
reason  whatsoever,  at the time  this  Lease  commences,  Tenant  shall  pay to
Landlord effective as of the Commencement Date, $2.00 per square foot per annum,
until such time that the submeter has been installed. If the appropriate parties
do not allow  submetering in the Building,  Tenant will be required to pay $2.00
per. square foot per annum (the "Electric  Charge") for electric  subject to (i)
any increases in the utility company's rates over and above those charged on the
Commencement  Date of this Lease and (ii) subject to any  material  additions to
lighting fixtures,  machinery,  equipment or due to excess usage beyond business
hours.

                   28.05.  Tenant  shall pay for all energy  used or consumed in
the demised premises.  Tenant's electricity will be submetered and the amount of
electricity  consumed shall be multiplied by the KWH rate which Landlord pays to
Long Island Lighting  Company.  At the end of each Long Island Lighting  Company
billing  period,  when the Landlord  receives the Long Island  Lighting  Company
bill, Landlord will multiply the amount of electricity consumed by the Tenant as
shown on the Tenant's submeter by the Long Island Lighting Company rate as shown
on the Long Island Lighting Company bill. For the purposes of this Section,  the
per  kilowatt  hour cost shall be  determined  by dividing the total cost to the
Landlord  as  shown  on the  Long  Island  Lighting  Company  bill by the  total
consumption of electricity as shown on that such bill.

                   28.06.  Landlord,  acting  reasonably  reserves  the right to
discontinue  furnishing electric energy to Tenant in the demised premises at any
time upon not less than thirty (30) days notice to Tenant. If Landlord exercises
such right of  termination,  this Lease shall  continue in full force and effect
and shall be  unaffected  thereby  except only that from and after the effective
date of such  termination,  Landlord shall not be obligated to furnish  electric
service to the  Building.  Such  electric  energy may be  furnished to Tenant by
means of the existing building system feeders,  risers, and wiring to the extent
that the same are available, suitable and safe for such purposes. All meters and
additional  panels,  boards,  feeders,  risers,  wiring and other conductors and
equipment  which may be required to obtain  electric  energy  directly from such
public  utility  company  shall be installed by Tenant at Tenant's sole cost and
expense. <PAGE>

                   28.07.  Landlord shall have the option at any time during the
term of this Lease to make  application  and install a separate  electric meter,
said  installation  to be at the Landlord's  sole cost and,  expense,  and which
shall include all work required by the Long Island Lighting  Company and the New
York Board of Fire  Underwriters for the installation of an electric meter. Upon
installation  of same and acceptance by the Long Island  Lighting  Company,  the
obligations of Tenant to pay to Landlord the electrical  charges as set forth in
this Section shall terminate and thereafter  Tenant shall make payment direct to
the Long Island Lighting Company for any bills for electric service.

                   28.08. Tenant agrees not to connect any additional electrical
equipment of any type to the Building electric  distribution  system, other than
typewriters,  computers,  fax machines,  lamps and small office  machines  which
consume  comparable  amounts of electricity,  without  Landlord's  prior written
consent,  which  consent  shall not be  unreasonably  withheld.  Any  additional
risers,  feeders,  or other  equipment  proper or necessary  to supply  Tenant's
electrical  requirements which are not present at the demised premises now, upon
written request of Tenant,  will be installed~y  Landlord,  at the sole cost and
expense of Tenant,  if, in  Landlord's  judgment the same are necessary and 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,  repairs or expense or interfere with or disturb other
tenants or occupants.

                                                    ARTICLE 29
                                               Intentionally Omitted

                                                    ARTICLE 30

                                                Escalation of Taxes

                   30.01.  For the purposes of the  provisions  of Article 30 of
this Lease, the term "Lease Year" shall be the period of one (1) year's duration
commencing on the first day of the term of this Lease and each successive period
of one (1) year's duration, prorated on an annualized basis.

                   30.02.  In the event  that the amount of real  estate  taxes,
assessments,  sewer  rents,  rates and  charges,  county and town taxes,  school
taxes, village taxes, transit taxes, or any other Governmental charge,  general,
-specific,  or ordinary or  extraordinary,  foreseen or unforeseen  (hereinafter
collectively  called  "Taxes")  which may now or hereafter be levied or assessed
against the land on which the Building stands and upon the Building (hereinafter
for this Article 30 only collectively  called the "Real Property")  attributable
to any Subsequent Tax Year, as  hereinafter  defined,  shall be greater than the
amount of Taxes foi' the Base Tax Year, as hereinafter  defined,  for any or all
of the Town and County Tax,  School Tax and/or  Village Tax (the Town and County
Tax, the School Tax and the Village Tax are sometimes  herein singly referred to
as "Local Tax" and  collectively  as "Local  Taxes")  then  Tenant  shall pay to
Landlord as additional  rent,  Tenant's  Proportionate  Share of the increase in
taxes for the particular Local Tax for such Subsequent Tax Year.

<PAGE>

                   For the purposes of the provisions of this Article, the term,
"Taxes  for Base Tax Year",  shall  mean the sum of all taxes at the  applicable
rate for the fiscal tax years  commencing  as set forth below  multiplied by the
full assessment of the County of Suffolk of the Real Property.

                   The term "Base Tax Year" is hereby defined for the particular
Local Tax as follows:

                   The Town and County Tax rate for the year commencing December
                   1, 1997 and ending November 30, 1998.

                   The School Tax rate for the year commencing

                   December 1, 1997 and ending November 30, 1998.

                   The Village Tax rate for the year 1998.

                   The term  "Subsequent  Tax Year"  shall  mean the first  full
fiscal year following the applicable Base Tax Year for the  aforementioned  Town
and County Tax, School Tax or Village Tax

                   To  arrive  at the  amount  owed  by  Tenant  for any and all
Subsequent  Tax  Years,   Landlord  shall  calculate  each  Local  Tax  increase
separately  and then add the increases owed by Tenant from each to determine the
total  amount  of  increases  in Taxes  and such  total  increase  shall be then
multiplied  by  Tenant's  Proportionate  Share to  determine  the amount owed by
Tenant for each  Subsequent  Tax Year.  If such  calculation  shall  result in a
decrease for any Subsequent  Tax Year,  then Tenant shall receive an increase of
zero.

                   Landlord  shall  take the  benefit of the  provisions  of any
statute or ordinance  permitting any assessment to be paid over a period of time
and Tenant shall be obligated to pay only its proportionate share, determined as
aforesaid,  of the  installments  of any such assessment as shall become due and
payable  during the term of this  Lease or any  renewal  hereof.  Any amount due
Landlord under the provisions of this Article shall be paid semi-annually within
thirty (30) days after Landlord shall have submitted copies of all tax bills and
statements to Tenant showing in reasonable detail the computation of the amounts
due  Landlord.  Any such  increase  for less than a year shall be  prorated  and
apportioned.

                   In no event shall any rent adjustment result in a decrease in
the fixed annual rent payable hereunder.
<PAGE>

                   (i) In the event Tenant shall undertake to make installations
other than office installations and thereby cause extraordinary assessment to be
levied  against  the  Real  Property,  Tenant  shall  pay all  additional  taxes
resulting from such extraordinary assessment.

                   (ii) Tenant  shall pay to Landlord,  within  thirty (30) days
after the same shall be payable by Landlord and as additional rent for the Lease
Year in which  the  same  shall  be so  payable,  an  amount  equal to  Tenant's
Proportionate  Share  of  any  assessment  or  installment  thereof  for  public
betterments or improvements  which may be levied upon the Real Property which is
not deductible from any condemnation  award.  Landlord shall take the benefit of
the provisions of any statute or ordinance  permitting any such assessment to be
paid over a period of time and  Tenant  shall be  obligate  to pay only the said
percentage of the  installments of any such  assessments  which shall become due
and payable during the term of this Lease.

                   (iii) In the event there shall be levied against the Landlord
during the term of this Lease an  assessment  for public  improvements  which is
payable in one  reasonable  sum,  then in that event  said  assessment  shall be
divided  by the  number of years  equal to the term of this  Lease and  tenant's
responsibility  shall be the sum equal to its Proportionate Share of said amount
times the number of unexpired years in the Lease; for example,  if an assessment
is levied for $10,000.00, and the Lease term has a period of ten (10) years, the
annual  installments  will be deemed to be  $1,000.00  per year and in the event
Tenant's share is seventy five (75%) per cent, Tenant will owe $750.00 times the
number of years remaining under this Lease as of the date of its assessment.

                   30.03.  In the  event  the first or final  lease  year  shall
contain less than twelve (12) calendar  months the additional rent payable under
Section 30 for such lease year shall be adjusted  and  prorated by the  fraction
(a) the  numerator  over  which is the  number of months in either  the first or
final year and (b) the denominator of which is the number twelve (12).

                   30.04. Landlord's obligation to make the adjustments referred
to in this Article shall survive any  expiration or  termination  of this Lease.
Tenant  shall have a period of sixty (60) days after  receipt of the  billing to
notify  Landlord  of any  discrepancy  with  the  billing.  Tenant  will  not be
permitted at any later date to dispute the billing.

                   30.05.  Any delay or failure of  Landlord in billing any Real
Estate  Taxes  shall  not  constitute  a  waiver  of or in any  way  impair  any
continuing obligation of Tenant to pay such Real Estate Taxes hereunder.

<PAGE>

                                                    ARTICLE 31.

                                               Condition of Premises

                   31.01.  Tenant expressly  acknowledges  that it has inspected
the demised premises and is fully familiar with the physical  condition thereof.
Tenant agrees to accept the demised  premises in its "as is" condition as of the
date hereof and subject to any work to be performed by Landlord  (except for any
surviving  punch list items as set forth on Exhibit D annexed  hereto and made a
part hereof).  Tenant acknowledges that Landlord shall have no obligation to. do
any work in and to the demised premises in order to make them suitable and ready
for occupancy and use by Tenant except as set forth on said Exhibit D.

                                                    ARTICLE 32

                                                      OMITTED

                                                    ARTICLE 33

                                                     Indemnity

33.01.  33.01 Tenant shall indemnify and save Landlord harmless from and against
any  liability  or expense  arising  from the use or  occupation  of the demised
premises  by  Tenant  or any  one on the  Demised  premises  with  the  Tenant's
permission, or from any breach of this Lease.

                                                     ARTICLE 34

                                               INTENTIONALLY OMITTED

                                                    ARTICLE 35
                                                 Name of Building

                  35.01.  Landlord shall have the full right at any time to name
and change the name of the Building and to change the designated  address of the
Building.  The  Building  may be named after any  person,  firm,  or  otherwise,
whether or not such name is, or resembles, the name of a tenant of the Building.

                                                    ARTICLE 36
                                            Invalidity of Any Provision

If any term,  covenant,  condition or provision of this Lease or the application
thereof to any  circumstances  or to any person,  firm or  corporation  shall be
invalid  or  unenforceable  to  any  extent,  the  remaining  terms,  covenants,
conditions  and  provisions  of this  Lease or the  application  thereof  to any
circumstances  or to any person,  firm,  or  corporation  other than those as to
which any term,  covenant,  condition and provision of this Lease shall be valid
and shall be enforceable to <PAGE>

                                                       SCHEDULE ~
47

36.01    the fullest extent permitted by law.


                                                     ARTICLE 37

                                                     Captions

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

                                                    ARTICLE 38
                                               Certificate of Tenant

                  38.01. Tenant shall, without charge, at any time and from time
to time,  within  five (5) days after  request by  Landlord,  certify by written
instrument,  duly  executed,  acknowledged  and  delivered,  to  any  mortgagee,
assignee of any mortgage or purchaser,  or any proposed  mortgagee,  assignee of
any mortgage or purchaser, or any other person, firm or corporation specified by
Landlord:

                   (a) That  this  Lease is  unmodified  and in full  force  and
effect (or, if there has been  modification,  that the same is in full force and
effect as modified and stating the modifications);

                   (b) Whether or not there are then  existing any  set--offs or
defenses against the enforcement of any of the agreements,  terms, covenants, or
conditions hereof upon the part of Tenant to be performed or complied with (and,
if so, specifying the same); and

                   (c) The dates,  if any, to which the rental and other charges
hereunder have been paid in advance.

                   38.02.  Tenant agrees that, except for the first month's rent
hereunder,  it will pay no rent under this Lease more than  thirty  (30) days in
advance of its due date,  and, in the event of any act or omission by  Landlord,
Tenant  will not  exercise  any right to  terminate  this Lease or to remedy the
default and deduct the cost thereof from rent due  hereunder  until Tenant shall
have given  written  notice of such act or  omission  to the holder of any first
mortgage  who shall have  furnished  in writing  such  holder's  last address to
Tenant,  and until a reasonable  time for remedying  such act or omission  shall
have  elapsed  following  the  giving of such  notices,  during  which time such
mortgage holder shall have the right,  but shall not be obligated,  to remedy or
cause to be remedies such act or omission.

                   38.03.  Anything  in this  Lease  contained  to the  contrary
notwithstanding,  under no circumstances  shall the holder of any  institutional
mortgage who shall have  succeeded to the  interests of the Landlord  under this
Lease, be subject to or liable for any offsets or deductions  from rent,  claims
or defenses  which the Tenant might have against any prior  landlord  under this
Lease. <PAGE>

                                                    ARTICLE 39

                                              Successors and Assigns

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

                                                    ARTICLE 40

                                           Liability Insurance by Tenant

                   40.01.  Tenant  shall,  at  Tenant's  sole cost and  expense,
procure and obtain  comprehensive  general public liability insurance with broad
form extension and contractual liability endorsement  protecting against any and
all claims for  damages to person or  property  or for loss of life or  property
occurring  upon,  in, or about the demised  premises or the  sidewalks  adjacent
thereto,  such  insurance  to afford  immediate  protection  in such  amounts as
Landlord shall require. Such policies shall name Landlord as additional insured.
As of the  Commencement  Date,  the minimum  coverage for combined  single limit
bodily  injury and  property  damage  shall not be less than  $3,000,000.00  per
occurrence.  The  policy  shall  also  be  extended  to  include  the  following
endorsements:

                   1.           Knowledge of Occurrence;

                   2.           Notice of Occurrence;

                   3.           Unintentional Errors or Omissions;

                   4.  An   endorsement   to  the  effect  that  rio  statement,
declaration  or  representation  made by Tenant to its  insurer or act of Tenant
shall invalidate the policy as to Landlord or prejudice any of Landlord's rights
thereunder, including, without limitation, defense and indemnity;

                   5. Contractual  Liability on a blanket basis and specifically
scheduling this Lease, without limiting the form of coverage.

                   Such  policies   covering   Landlord  and  Tenant,  as  their
respective  interests  may  appear,  shall  be  deemed  in  compliance  with the
provisions of this  covenant,  all said policies shall be obtained by Tenant and
certificates  thereof  delivered to Landlord upon the  commencement  of the term
hereof with  evidence of stamping or  otherwise  of the payment of the  premiums
thereon and shall be taken in such amounts and in such  companies  authorized to
do business in the State of New York. <PAGE>

                                                    ARTICLE 41

                                                Automobile Parking

                   41.01. Landlord herein is providing onsite parking facilities
which will be used by Tenant in  conjunction  with other tenants of the Building
together  with the  employees,  guests and possible  associates.  However,  said
parking  facilities,  except where restricted,  shall be available to Tenant and
its  employees,  invitees and guests.  There will be no charge to the Tenant for
the inside or outside  parking area. It is agreed  however,  that Landlord shall
have rio obligation to police the parking area.

Landlord shall clean and maintain the parking fields.

Notwithstanding  the foregoing,  Landlord shall assign Tenant two (2) designated
parking spaces.

                                                    ARTICLE 42

                                               Consents and Approval

                   42.01.  The parties agree that where ever written consents or
approvals  are  required to be given under the  provisions  of this Lease,  such
consents and approvals shall not be unreasonably withheld or delayed.

                                                    ARTICLE 43

                                                     Recording

                   43. 01. The parties  hereto agree that neither  Landlord `nor
Tenant shall record this Lease but that either party may record a Memorandum  of
Lease.  The party  desiring  to record the  Memorandum  shall  prepare  same for
signature and it shall be signed by both parties.

                                                    ARTICLE 44

                                               INTENTIONALLY OMITTED


                                                    ARTICLE 45

                                               INTENTIONALLY OMITTED



<PAGE>

                                                    ARTICLE 46

                                                     Security

                   46.01.   Tenant  has  deposited  with  Landlord  the  sum  of
$13,991.66 as security for the faithful  performance and observance by Tenant of
the terms,  provisions  and  conditions of this Lease.  It is agreed that in the
event Tenant defaults in respect of any of the terms, provisions, and conditions
of this Lease, including, but not limited to, the payment of rent and additional
rent, Landlord may use, apply or retain the whole or any part of the security as
deposited to the extent required for the payment of any rent and additional rent
or any other sum as to which Tenant is in default or for any sum which  Landlord
may expend or may be required to expend by reason of Tenant's default in respect
to any of the terms, covenants, and conditions of this Lease, including but not

limited to, any damages or deficiency in the subletting of the demised premises,
whether such damages or deficiency  accrues before or after summary  proceedings
or other  re-entry  by  Landlord.  In the  event  that  Tenant  shall  fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this Lease,  the security shall be returned to Tenant after the date fixed as of
the end of this Lease and after delivery of the entire possession of the demised
premises to Landlord. In the event of a sale of the Land and Building or leasing
of the Building of which the demised  premises form a part,  Landlord shall have
the right to transfer the  security to the vendee or lessee and  Landlord  shall
thereupon  be  released  by Tenant  from all  liability  for the  return of such
security and Tenant agrees to look to the new landlord  solely for the return of
said security;  and it is agreed that the provisions hereof shall apply to every
transfer or assignment  made of the security to a new landlord.  Tenant  further
covenants  that it will not assign or  encumber or attempt to assign or encumber
the monies  deposited  herein as  security  and that  neither  Landlord  nor its
successors'  or  assigns  shall be bound  by any such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

                                                    ARTICLE 47

                                                      Broker

                   47.01.  Tenant represents and warrants that it has dealt with
NO BROKER  in  connection  with  this  Lease and  Tenant  does  hereby  agree to
indemnify and hold Landlord harmless of and from any and all loss, costs, damage
or expense (including,  without  limitation,  attorneys' fees and disbursements)
incurred  by  Landlord  by  reason  of any claim to have  dealt  with  Tenant in
connection  with this Lease.  The provision of this Article 47 shall survive the
expiration or earlier termination of this Lease.

<PAGE>

                                                    ARTICLE 48

                                                 Late Rent Clause

                   48.01.  Tenant  recognizes  that late  payment of any rent or
other sum due hereunder  will result in  administrative  expense to Landlord the
extent of which  additional  expense is  extremely  difficult  and  economically
impractical to ascertain.  Tenant therefore agrees that if rent or any other sum
is due and payable  pursuant to this Lease, and when such amount remains due and
unpaid ten (10) days after said amount is due, such amount shall be increased by
a late  charge in an amount  equal to five (5%) per cent of the  unpaid  rent or
other  payment.  The  amount  of  late  charge  to be paid by  Tenant  shall  be
1reassessed and added to Tenant's  obligation for each successive monthly period
until paid. The provisions of this Article in no way relieve Tenant of the

obligation to pay rent or other payments on or before the date on which they are
due,  nor do the terms of this  Article  in any way affect  Landlord's  remedies
pursuant  to any other  Article  of this  Lease in the event  said rent or other
payment is unpaid after the date due.

                                                    ARTICLE 49

                                                 Directory Listing

                   49.01.  Landlord,  at its expense,  and on Tenant's  request,
shall maintain listings on the Building directory of the name of Tenant provided
that the names so listed  shall  not take up more  than  Tenant's  Proportionate
Share of the space on the Building's directory.

                                                    ARTICLE 50

                                               Concession to Tenant

                   50.01.  Landlord  does  hereby  agree to deliver  the demised
premises  to Tenant on or before  April 1, 1998.  Tenant may occupy the  demised
premises  from  April 1, 1998 to April 30,  1998  without  payment  of the fixed
annual rent only.  Tenant shall in all other  particulars  be bound by the terms
and conditions of this Lease as of the date of taking  possession of the demised
premises,  including  the payment of all  additional  rent as  provided  herein.
Tenant  shall  commence  payment  of  rent  on the  1st  day of  May,  1998,  as
hereinbefore  set forth.  In the event  Landlord  fails to deliver  the  demised
premises on April 1, 1998 as herein provided,  then the concession  period shall
commence  as of the date of  delivery  and the  commencement  of payment of rent
shall be one (1) month after the date of delivery.

                                                    ARTICLE 51

                                                    Health Club

                   51.01. Landlord shall provide Tenant with one (1) access card
to the  Building's  health club for the term of this Lease subject  however,  to
Tenant's and Tenant's employees executing  Landlord's release forms with respect
to the use of said health club. Tenant shall allow the access card to be used as
a pass for one employee to use at a time.  Landlord is not  responsible  for the
cost of replacement f or such card. <PAGE>

                                                    ARTICLE 52

                                              Jurisdiction and Venue

                   52.01.  Tenant  agrees  that  in  personam   jurisdiction  in
connection  with any action arising out of a default in any obligation of Tenant
under this Lease  shall be  obtained  upon the mailing of a summons to Tenant by
certified  mail to the Building.  All  summonses,  pleadings or other notices to
Tenant arising from a default in any of its obligations  under this Lease may be
mailed by certified  mail to the address set forth above and shall have the same
effect as if served personally upon Tenant.

                   Tenant  irrevocably and  unconditionally  (a) agrees that any
suit,  action,  or other  legal  proceeding  arising  out of this  Lease  may be
commenced in any court of the State of New York  situated in Suffolk  County and
that any such court  shall have in personam  jurisdiction  of Tenant in any such
suit,  action or other legal  proceeding  upon service as described  above;  (b)
consents  to the  jurisdiction  of each such court in any suit,  action or other
legal  proceeding;  and (c) waives any  objection  which  Tenant may have to the
laying of venue of any such suit, action or proceeding in any such court.

                                                    ARTICLE 53

                                                   MISCELLANEOUS

                   53.01.  Tenant  shall not at any time  prior to or during the
term hereof,  either  directly or  indirectly,  use any  contractors or labor or
materials  whose use in Landlord's  reasonable  judgment would create or creates
any difficulty with other contractors or labor employed by Tenant or Landlord or
others in construction,  maintenance or operation of the demised premises or the
Building.

                   53.02. As of the Commencement Date, this Lease supersedes all
prior  leases  between  Landlord  and  Tenant  with  respect to any of the space
included within the Demised Premises.

                   53.03. This Lease may not be extended, renewed, terminated or
otherwise  modified  except by an  instrument  in  writing  signed by the .party
against  whom  enforcement  of any such  modification  is  sought,  unless  such
instrument  provides  that it shall not be binding until signed by both parties,
in which event it shall not be binding until so signed.

<PAGE>

                   53.04. If Tenant shall request Landlord's approval or consent
and Landlord shall fail or refuse to give such consent or approval, Tenant shall
not be entitled to any damages for any  withholding or delay of such approval or
consent by Landlord,  it being  intended  that  Tenant's sole remedy shall be an
action for  injunction  or specific  performance  and that such remedy  shall be
available  only in those cases where  Landlord  shall have  expressly  agreed in
writing  not to  unreasonably  withhold  its  consent or  approval or where as a
matter of law  Landlord may not  unreasonably  withhold its consent or approval.
The  provisions  of this  Section  53.04  shall  not  apply  if  Landlord  shall
capriciously, or arbitrarily or in bad faith withhold or delay its consent or

                   53.05.  Wherever  in this Lease it is  provided  that  either
party shall not unreasonably  withhold consent or approval or shall exercise its
judgment  reasonably,  and if no specific time period is given,  such consent or
approval or exercise of judgment shall also not be unreasonably delayed.

                   53.06. This Lease is offered to Tenant for signature with the
understanding  that it shall  not be  binding  upon  Landlord  unless  and until
Landlord shall have executed a copy of this Lease.

                   53.07. Irrespective of the place of execution or performance,
this Lease shall be governed by and construed in accordance with the laws of the
State of New York. If any provision of this Lease or the application  thereof to
any person or circumstance  shall, for any reason and to any extent,  be invalid
or  unenforceable,  the  remainder  of this  Lease and the  application  of that
provision  to other  persons or  circumstances  shall not be affected but rather
shall be enforced to the extent  permitted by law. This Lease shall be construed
without regard to any presumption or other rule requiring  construction  against
the party causing this Lease to be drafted. Each covenant, agreement, obligation
or other  provision  of this Lease on Tenant's  part to be  performed,  shall be
deemed and  construed  as a separate  and  independent  covenant of Tenant,  not
dependent  on any  provision  of this  Lease.  All terms and words  used in this
Lease,  regardless  of the  number or gender  in which  they are used,  shall be
deemed to include  any other  number  and any other  gender as the  context  may
require.

                   53.08.  Notwithstanding  any  provision  of this Lease to the
contrary, all sums of money, other than the fixed rent, as shall become due from
and  payable  by Tenant  to  Landlord  under  this  Lease  shall be deemed to be
additional rent.

                   53.09.  If Tenant is in arrears in the  payment of fixed rent
or additional  rent,  Tenant waives its right, if any, to designate the items in
arrears  against  which any  payments  made by  Tenant  are to be  credited  and
Landlord  may  apply  any of such  payments  to any  such  items in  arrears  as
Landlord,  it  its  sole  discretion,  shall  determine,   irrespective  of  any
designation or request by Tenant as to the items against which any such payments
shall be credited.

<PAGE>

                   53.10. If Tenant is a corporation, each person executing this
Lease on behalf of Tenant hereby covenants,  represents and warrants that Tenant
is a duly  incorporated  or  duly  qualified  (if  foreign)  corporation  and is
authorized  to do business in the State of New York (a copy of evidence  thereof
to be supplied to Landlord upon  request);  and that each person  executing this
Lease on behalf of Tenant is an officer of Tenant and that he is duly authorized
to  execute,  acknowledge  and  deliver  this  Lease  to  Landlord  (a copy of a
resolution to that effect to be supplied to Landlord upon request).

                   IN  WITNESS  WHEREQF,  the  parties  hereto  have  set  their
respective hands and seals the day and year first above written.

                                      PARKWAY ASSOCIATES
                                      BY: ____________________

                                      Print Name: Joseph S. Parisi
                                      Title:                Partner
                                            STRATCOMM MEDIA, LTD.

                                      BY:_______signed by Paul Serluco

                                      Print Name: Paul Serluco
                                      Title: Chief Financial Officer

<PAGE>

                   GUARANTY

                   FOR  VALUE  RECEIVED,  and in  consideration  for,  and as an
inducement  to Owner  making  the  within  lease with  Tenant,  the  undersigned
guarantees Owner and owner's successors and assigns, in connection with the full
performance  and observance of all the covenants,  conditions,  and  agreements,
therein  provided to be performed  and observed by Tenant,  including the "Rules
and  Regulations"  as  therein   provided,   without  requiring  any  notice  of
non--payment,  non--performance,  or  non--observance,  or proof, or notice,  or
demand,  whereby  to  charge  the  undersigned  thereof  or,  all of  which  the
undersigned  hereby expressly waives and expressly  `agrees that the validity of
this agreement and the  obligations of the guarantor  hereunder shall in no wise
be terminated,  affected or impaired by reason of the assertion by Owner against
Tenant of any of the  rights  or  remedies  reserved  to Owner  pursuant  to the
provisions of the within lease.

                   The  undersigned  further  covenants  and  agrees  that  this
guaranty shall remain and,  continue in full force and effect as to any renewal,
modification  or  extension  of this lease and during any period  when Tenant is
occupying the premises as a "statutory tenant".

                   As  further  inducement  to Owner to make  this  lease and in
consideration  thereof, Owner and the undersigned covenant and agree that in any
action of  proceeding  brought by either  Owner or the  undersigned  against the
other on any matters whatsoever arising out of, under, or by virtue of the terms
of this lease or of this  guaranty that Owner and the  undersigned  shall and do
hereby waive trial by jury.

Dated:                                   , New York
                                                       1995

WITNESS:                             GUARANTOR:
____________ _________               __________________ (L.S.)
Witness Print Name:                  Guarantor Print Name:
Address:                             Home Address:

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

                On this _____ day of __________, 1998, before me personally came
_____________________________ , to me known and known to me to be the individual
described in, and who executed the  foregoing  Guaranty and  acknowledged  to me
that he executed the same.

                                  NOTARY PUBLIC

<PAGE>

53

                                                    SCHEDULE 1
Year        Rent Period       Per Annum Rent   Monthly Rent
1           4/1/98-4/30/98     $      0.00         $     0.00
2           5/1/98-3/31/99     $ 80,300.00          $6,691.67
3           4/1/99-3/31/00     $ 86,888.25          $7,240.69
4           4/1/01-3/31/02     $ 93,076.86          $7,756.40
5           4/1/02-3/31/03     $ 96,334.55          $8,027.88


<PAGE>

EXHIBIT "A"

EXHIBIT "B"

                                               Rules and Regulations

                   1. The sidewalks,  and public portions of the Building,  such
as entrances, passages, courts, elevators,  vestibules,  stairways, corridors or
halls shall not be  obstructed or encumbered by a tenant or used for any purpose
other than ingress and egress to and from the demised premises.

                   2. No awnings or other  projections  shall be attached to the
outside walls of the Building. No curtains, blinds, shades, louvered openings 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 written consent of Landlord,
unless installed by Landlord,

                   3. No sign, advertisement, notice or other lettering shall be
exhibited,  inscribed,  painted  or  affixed  by any  tenant  or any part of the
outside of the demised  premises or  Building  or on  corridor  walls.  Signs on
entrance  door or doors shall  conform to building  standard  signs,  samples of
which are on display in Landlord's  rental office.  Signs on doors shall, at the
tenant's  expense,  be  inscribed,  painted or affixed  for each  tenant by sign
makers  approved by Landlord.  In the event of the violation of the foregoing by
any tenant,  Landlord may remove same without any liability,  and may charge the
expense incurred by such removal to the tenant or tenants violating this rule.

                   4. The sashes, sash doors,  skylights,  windows,  ventilating
and air  conditioning  vents 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  by any tenant,  nor shall any bottles,  parcels or other
articles be placed on the window sills.

                   5. No show cases or other  articles  shall be put in front of
or affixed to any part of the exterior of the Building, nor placed in the public
halls, corridors or vestibules without the prior written consent of Landlord.

                   6.  Whenever   Tenant  shall  submit  to  Landlord  any  plan
agreement or other document for Landlord's consent or approval, Tenant agrees to
pay Landlord as additional  rent, on demand,  a processing fee in a sum equal to
the reasonable fee of any architect,  engineer or attorney  employed by Landlord
to review said plan, agreement or document.

                   7. 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, or other substances shall be thrown
therein. All damages resulting

 <PAGE>

from any  misuse of the  fixtures  shall be borne by the  Tenant  who,  or house
servants, employees, agents, visitors or licensees, shall have caused the same.

                   8. No tenant  shall in any way deface any part of the demised
premises  or the  Building  of which  they  form a part.  No  tenant  shall  lay
linoleum, or other similar floor covering, so that the same shall come in direct
contact  with the floor of the  demised  premises,  and,  if  linoleum  or other
similar  floor  covering  is desired to be used,  an  interlining  of  builder's
deadening  felt  shall  be  first  affixed  to the  floor,  by a paste  or other
material, soluble in water, the use of cement or other similar adhesive material
being expressly prohibited.

                   9. No  bicycles,  vehicles  or  animals  of any kind shall be
brought  into or kept in or about  the  premises.  No  cooking  shall be done or
permitted by any Tenant on said  premises  except in  conformity to law and then
only in the utility kitchen,  if any, as set forth in Tenant's layout,  which is
to be primarily  used by Tenant's  employees  for.  heating  beverages and light
snacks. No tenant shall cause or permit any unusual or objectionable odors to be
produced upon or permeate from the demised premises.

                   10. No space in the Building shall be used for manufacturing,
distribution,  or for the storage of merchandise or for the sale of merchandise,
goods or property of any kind at auction.

                   11. No tenant shall make, or permit to be made,  any unseemly
or disturbing noises or disturb or interfere with,  occupants of the Building or
neighboring buildings or premises or those having business with them, whether by
the use of any musical  instrument,  radio,  talking  machine,  unmusical noise,
whistling,  singing,  or in any other way. No tenant shall throw anything out of
the doors, windows, or skylights or down the passageways.

                   12. No tenant, nor any of the tenant's  servants,  employees,
agents, visitors or licensees,  shall at any time bring or keep upon the demised
premises any inflammable, combustible or explosive fluid, or chemical substance,
other than reasonable  amounts of cleaning  fluids and solvents  required in the
normal operation of tenant's business offices.

                   13. No additional  locks or bolts of any kind shall be placed
upon any of the exterior  doors or windows by any tenant,  nor shall any changes
be made in existing  locks or the mechanism  thereof,  without the prior written
approval of the Landlord. Each tenant must, upon the termination of his tenancy,
restore to the Landlord  all keys of stores,  offices and toilet  rooms,  either
furnished  to, or otherwise  procured  by, such tenant,  and in the event of the
loss of any keys,  so  furnished,  such tenant  shall pay to  Landlord  the cost
thereof.

<PAGE>

14. All removals, or the carrying in or out of any safes, freight,  furniture or
bulky matter of any  description,  must take place during the hours and pursuant
to such  procedures  as Landlord or its agent may  determine  from time to time.
Landlord  reserves  the right to inspect  all  freight  to be  brought  into the
Building  and to exclude from the  Building  all freight  which  violates any of
these Rules and  Regulations  or the Lease of which these Rules and  Regulations
are a part.

15. No tenant shall  occupy or permit any portion of the premises  demised to it
to be occupied  as an office for a public  stenographer  or typist,  `or for the
possession,  storage, manufacture or sale of liquor, narcotics, dope, tobacco in
any form,  or as a barber or manicure shop or as a public  employment  bureau or
agency, or for a public finance (personal loan) business. No tenant shall engage
or pay any employees on the demised premises,  except those actually working for
such tenant on said  premises,  nor advertise for laborers  giving an address at
said premises.

16. Tenant agrees to employ such  contractors  as Landlord may from time to time
designate,  for  waxing,  polishing  and other  maintenance  work of the demised
premises and of the Tenant's  furniture,  fixtures and equipment,  provided that
the prices charged by other  contractors are comparable to the prices charged by
other  contractors for the same work. Tenant agrees that it shall not employ any
other  cleaning  and  maintenance  contractor,  nor  any  individual,   firm  or
organization  for such purpose  without  Landlord's  prior written  consent.  If
Landlord  and  Tenant  shall  each  obtain two bona fide bids for such work from
reputable  contractors,  and the average of the four bids thus obtained shall be
the standard of comparison.

17.  Landlord  shall have the right to prohibit any  advertising  by any tenant,
mentioning  the Building,  which,  in Landlord's  reasonable  opinion,  tends to
impair the  reputation  of the  Building or its  desirability  as a building for
offices,  and upon written notice from  Landlord,  tenants shall refrain from or
discontinue  such  advertising.  The  foregoing is not intended to prohibit mere
mention of Tenant's address as being the Building address.

18. Landlord  reserves the right to exclude from the Building  between the hours
of 6:00 P.M. and 8:00 A.M.  and at all hours on Sundays arid legal  holidays all
persons  who do not  present a pass to the  Building  signed  by a tenant.  Each
tenant shall be  responsible  for all persons for whom such a pass is issued and
shall be liable to Landlord for all acts of such persons.

19. The premises shall not be used for lodging or sleeping or for any immoral or
il1ega1 purpose.
<PAGE>

                   20. The requirements of tenants will be attended to only upon
application at the office of the Building.  Building employees shall not perform
any work or do anything  outside of their regular  duties,  unless under special
instructions from the office of Landlord.

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

                   22.  There  shall not be used in any space,  or in the public
halls of any  building,  either by any tenant or by  jobbers  or others,  in the
delivery or receipt of merchandise,  any hand trucks, except those equipped with
rubber  tires  and  side  guards.  No hand  trucks  shall  be used in  passenger
elevators.

                   23. Tenants, in order to obtain maximum  effectiveness of the
cooling  system,  shall lower and/or close venetian or vertical blinds or drapes
when sun's rays fall directly on windows of demised premises.

<PAGE>

                                                    EXHIBIT "C"
                                                 Cleaning Schedule

                   General

                                     All  linoleum,  rubber,  asphalt  tile  and
                   other  similar types of  hard--surfaced  flooring to be swept
                   nightly, using approved dust--check type of mop.

                                     All carpeting and rugs to be vacuum-cleaned
nightly.

                                     Hand  dust and wipe  clean  all  furniture,
                   fixtures and window sills nightly; wash sills when necessary.
                   Empty  and clean all waste  receptacles  nightly  and  remove
                   waste paper and waste materials.

                                     Empty and  clean  all ash trays and  screen
all sand urns nightly.

                                     Dust  interior of all waste  disposal  cans
                   and baskets nightly; damp-dust as necessary.

                                     Wash clean all water  fountains and coolers
nightly.

                                     Dust all telephones as necessary.

                   Sweep all private stairway structures nightly.

Lavatories in the Core

                                     Sweep and wash all lavatory  floors nightly
                   using  proper  disinfectants.  Wash and polish  all  mirrors,
                   powder  shelves,  bright  work and  enameled  surfaces in all
                   lavatories nightly.

                                     Scour, wash and disinfect all basins, bowls
                   and urinals throughout all lavatories, nightly.

<PAGE>

                                     Wash all toilet seats, nightly.

                                     Empty paper towel receptacles and transport
                   waste paper to designated area in basement,  nightly (towels,
                   soap and receptacles to be furnished by Tenant).

                                     Fill toilet tissue holders  nightly (tissue
                   and receptacles to be furnished by Landlord).

                                     Empty sanitary disposal receptacles,
                   nightly. Thoroughly wash and polish all wall tile and stall

<PAGE>