EXHIBIT 10.63<PAGE>
LEASE AGREEMENT


         THIS LEASE AGREEMENT made this 4th day of  November, 1996,
by and between AIRPORT LANDING CENTER, L.L..C., 5505 Main Street,
Suite A, Williamsville, New York 14221-6701 (the "Landlord"), and
STAFF BUILDERS HOME HEALTH CARE, INC., a Delaware corporation,
having an office at 1983 Marcus Avenue, Lake Success, New York
11042 (the "Tenant").

W I T N E S S E T H :

         In consideration of the premises, representations,
warranties, and mutual covenants set forth herein, the Landlord
and the Tenant agree as follows:

         1.       Leased Premises.  Landlord hereby agrees to lease to
the Tenant and the Tenant hereby agrees to lease from the
Landlord 1,500 square feet of storage space and 16,500 square
feet of office space, as shown on Exhibit A attached hereto
("Premises"), in a building with an adjacent approximately 188
vehicle parking lot ("Parking Lot"), known as 1127 Wehrle Drive,
Amherst, New York (the "Building").  Parking for 120 vehicles for
Tenant's employees and invitees shall be reserved for Tenant's
exclusive use, and up to an additional 30 parking spaces will at
all times be left unrestricted.

         2.       Term of Lease. The term of this Lease Agreement shall
commence on the "Commencement Date" as hereafter defined, and
shall end ninety-six (96) months thereafter, provided, however,
that in the event the Commencement Date is a date other than the
first day of a calendar month, said term shall be extended by the
number of days between the Commencement Date and the first day of
the next succeeding month.

                  The Commencement Date shall be the date when the
Landlord has substantially completed Landlord's Work, as
described in Exhibit B attached hereto, or on the date that
Tenant takes possession of the Premises, whichever event first
occurs.  Landlord shall give Tenant not less than ninety (90)
days advance written notice of the date upon which Landlord's
Work will be substantially completed.  Landlord shall be
responsible for obtaining a Certificate of Occupancy for the
Premises, although this shall not be a precondition for
determining the Commencement Date; it being understood, however,
that the Commencement Date cannot occur prior to the issuance of
a temporary Certificate of Occupancy.

                  The parties shall execute an amendment to this Lease
Agreement stating the Commencement Date and Termination Date of
the term of this Lease Agreement when it is ascertained.

         3.       Construction of Leased Premises.

                  (a)      Landlord shall, subject to the terms and
conditions of this Lease Agreement, at its own cost and expense
cause the Building to be completed and the Premises to be built
and completed substantially in accordance with Landlord's Work as
shown on Exhibit B. The Premises shall be constructed in a good
and workmanlike manner.  Landlord warrants that the improvements
to the Premises will be constructed with new materials of good
quality and in accordance with all currently existing laws,
ordinances and statutes of the municipal or State governments.

                  (b)      Possession of the Premises completed in accordance
with Landlord's Work, shall be delivered not later than July 1,
1997, unless construction is delayed for causes beyond Landlord's
control, including delays in decision sign-offs by Tenant.  In
that event the time fixed to complete and deliver the Premises
shall be extended for a grace period equivalent to the time lost
by reason of such delay, after which Tenant shall have the option
of terminating this Lease.

                  (c)      Landlord, at no charge to Tenant, shall allow
Tenant early entrance on the Premises only to prepare the
Premises for installation of Tenant's fixtures and equipment and
for no other purpose.  Prior to entering the Premises, for the
purpose of installing its fixtures and equipment, Tenant shall
obtain written consent of Landlord, which consent shall not be
unreasonably withheld.  William Snyder, an employee of Landlord,
is hereby designated by Landlord as building liaison to Tenant
during its initial move-in and occupancy.  Tenant shall obey all 
reasonable restrictions of Landlord and shall prepare the
Premises in a manner so as not to interfere with Landlord's
construction of the Premises.

         4.       Base Rent.  Commencing (6) six months following the
Commencement Date, Tenant shall pay to Landlord for the following
twelve (12) months base annual rent of $177,718.75 in equal
monthly installments of $14,809.90; the next twelve (12) months
base annual rent of $193,875 in equal monthly installments of
$16,156.25; and thereafter, base annual rent of $198,375 in equal
monthly installments of $16,531.25 ("Base Rent").  Base Rent
shall not be paid during the first six (6) months following the
Commencement Date, but shall be payable pro rata for any period
of occupancy other than for fixturing as provided in Section
3(c), prior to July 1, 1997 should Landlord substantially
complete construction prior to that date.  During the initial
six-month period in which Base Rent is not payable, Tenant shall
pay to Landlord in lieu thereof a monthly sum of $1,125 on the
first day of each month as a contribution towards Landlord's tax
and maintenance costs.  Base Rent and Additional Rent (as
hereinafter defined) together are hereafter referred to as "Rent"
and shall be paid on the 1st day of each month in advance at the 
office of Landlord without demand, abatement, deduction or
offset.  In the event that any installment of Base Rent or
Additional Rent is not paid on the due date thereof, interest
shall accrue and be payable by Tenant on each dollar so unpaid
from the due date thereof at the rate of eighteen percent (18%)
per annum, or, if lower, at the highest rate of interest legally
chargeable to or payable by Tenant.

         5. Janitorial and Cleaning Services. Tenant will
provide, at Tenant's expense, Janitorial and cleaning services.

         6.       Taxes.      Attached hereto as Exhibit C is a form from
the Amherst Industrial Development Agency setting forth the
Assessor's estimate of the taxes for the building, which Landlord
believes is reasonable assuming taxes are abated (partially) as
herein below referred to.  In any event, Landlord warrants to
Tenant that if no abatement is granted, the taxes on the-building
during the first twelve (12) months of the term of this Lease
Agreement will not exceed $45,398.23.

         As Additional Rent, Tenant shall also pay to Landlord each
calendar year or part thereof its share of all real property
taxes and assessments or governmental impositions in lieu
thereof, be they special or otherwise, of every kind and nature
(including without limitation, assessments for public
improvements or benefits whether or not commenced during the term
of this Lease Agreement), water, sewer and other rents, rates and
charges, excises, levies, license fees, permit fees, and other
authorization fees, public dues, and all other charges (in each
case whether general or special, ordinary or extraordinary, or
foreseen or unforeseen), of every character (including all
penalties or interest thereon, if incurred due to Tenant's late
payment), which at any time during or in respect of the term of
this Lease Agreement may be assessed, levied, confirmed, or
imposed on or in respect of or be a lien upon, or measured by the
value or amount of, (a) the Building or any part thereof,
including any personal property, any rent therefrom or any
estate, right or interest therein or (b) any occupancy, use or
possession of the Premises or any part thereof other than any
franchise, capital stock or similar tax of Landlord, or any
income or excess profit tax of Landlord determined on the basis
of its general income or revenues.  Tenant's share shall be
determined by multiplying the foregoing by a fraction, the
numerator of which is the square foot area of the Premises, less
1,500 square feet, and the denominator of which is the leasable
building area (22,415 square feet) in the Building.  Tenant shall
pay such Additional Rent in monthly installments at the same time
and place Base Rent is due and payable in amounts from time to
time reasonably estimated by Landlord.  This Additional Rent
shall initially be paid at the rate of $.10 per square foot per
month.  At the end of each calendar year Landlord shall send a
copy of all tax bills to Tenant and shall calculate Tenant's
actual share of the foregoing, and if the amount theretofore paid
by Tenant for such calendar year is less than the amount of
Tenant's actual share, Tenant shall pay such deficiency to
Landlord upon demand.  If the amount paid by Tenant exceeds
Tenant's actual share, Tenant shall receive a credit equivalent
to such excess which shall be applied against Tenant's subsequent
payments of such Additional Rent or if the term of this Lease
Agreement has expired and Tenant has vacated the Premises in
accordance with the terms of this Lease Agreement, without being
further indebted to Landlord, Landlord shall promptly refund such
excess to Tenant.

                  Immediately following the execution of this Lease
Agreement, Landlord, at Landlord's cost, shall make application
to the Amherst Industrial Development Agency ("AIDA") for a ten
(10) year tax abatement on the Building, and shall thereafter
diligently pursue obtaining such abatement.  Although Landlord
makes no warranty or representation regarding the availability of
such abatement, Landlord in good faith believes such abatement
will likely be granted because of Tenant's occupancy.  Tenant
agrees to timely supply to Landlord all information concerning
Tenant as AIDA may reasonably request.

                 Upon the date of any expiration or termination of this
Lease Agreement, whether the same be the date herein set forth
for the expiration of the term or any prior or subsequent date,
the entire amount of Additional Rent herein provided for shall
immediately become due and payable by Tenant to Landlord. 
Tenant's obligation to pay any and all Additional Rent under this
Lease Agreement shall survive any expiration or termination of
this Lease Agreement.

         7.       Landlord's Duties.  Landlord shall, throughout the term
of this Lease Agreement, pay and be responsible for snow plowing
the parking areas; landscaping; window cleaning; HVAC
maintenance; labor for bulb replacements (but not bulbs); trash
removal; and, subject to the terms of paragraph 15, shall repair
and maintain the Building and the Premises (but not the security
system, which shall be maintained or replaced by Tenant) and keep
the Building adequately insured against fire and other perils.
All services described above shall be provided by Landlord in a
manner consistent with that of a first-class building.  Also,
Landlord shall repaint the Premises after the first sixty-six
(66) months of the term, and if Tenant exercises the first five
year renewal option as set forth in Section 39, Landlord shall
recarpet the Premises at the end of the ninety-six (96) month
initial eight-year term of this Lease Agreement.

         8.       Use of Premises

                  (a)      During the term hereof and during any extension
hereof, Tenant agrees to use and occupy the Premises solely for
offices in connection with the provision of temporary home health
care services, and storage of records and no other use without
the express prior written consent of Landlord.

                  (b)      Landlord represents to Tenant that the Premises
will not contain Hazardous Materials (as defined hereafter) on
the Commencement Date.

                  Tenant represents, warrants and covenants that it will
not use, store, treat, produce, handle, manufacture, dispose of
or permit Hazardous Materials in the Premises.  Tenant agrees to
defend, indemnify, and hold harmless Landlord, its employees,
agents, officers, and directors from and against any claims,
demands, penalties, fines, liabilities, settlements, damages,
costs or expenses of whatever kind or nature, known or unknown,
contingent or otherwise, arising out of, or in any way related
to, (i) the presence, disposal, release, or threatened release of
any Hazardous Materials which are on, from, or affecting the
soil, water, vegetation, buildings, personal property, persons,
animals, or otherwise; (ii) any personal injury (including
wrongful death) or property damage (real or personal) arising out
of or related to such Hazardous Materials; (iii) any lawsuit
brought or threatened, settlement reached, or government order
relating to such Hazardous Materials; and/or (iv) any violation
of laws, orders, regulations, requirements or demands of
government authorities which are based upon or in any way related
to such Hazardous Materials, including, without limitation,
attorney and consultant fees, investigation and laboratory fees,
court costs, and litigation expenses.  At the expiration of the
term of this Lease Agreement the Tenant shall deliver the
Premises to Landlord free of any and all Hazardous Materials so
that the condition of the Premises shall conform with all
applicable federal, state and local laws, ordinances, rules or
regulations affecting the Building.  For purposes of this
paragraph, "Hazardous Materials" includes, without limit, any
flammable explosives, radioactive materials, hazardous materials,
hazardous wastes, hazardous or toxic substances, or related
materials defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C.
Sections 9601, et seq.), the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801 et seq.), and in the
regulations adopted and publications promulgated pursuant
thereto, or any other federal, state or local environmental law,
ordinance, rule, or regulation.  The provisions of this Section
shall be in addition to any and all other obligations and
liabilities Tenant may have to Landlord at common law, and shall
survive the expiration of this Lease Agreement.  If Tenant fails
to cause any release of a hazardous substance on, at or from the
Premises to be contained, removed, cleaned up and otherwise
remediated within thirty (30) days after receiving notice
thereof, Landlord shall have the right (but not the obligation),
upon ten (10) days written notice to Tenant (or without notice in
the case of emergency), to take or complete such action on behalf
of Tenant.  The contractors and/or subcontractors selected by
Landlord shall have the right to enter the Premises with such
persons, machinery and equipment, and to undertake such
investigative, containment, removal, clean up or other remedial
actions.  Tenant shall be liable to Landlord for all costs and
expenses, including, without limitation, reasonable attorneys'
and experts' fees, expenses and disbursements, paid or incurred
on account of such actions undertaken on Tenant's behalf and
shall promptly reimburse Landlord therefor on demand as
Additional Rent.

                  (c)      At the commencement of the term of this Lease
Agreement, at Landlord's cost, the Building and the Premises
shall be in compliance with all laws, ordinances, rules and
regulations of federal, state, county and municipal authorities
(including the Certificate of Occupancy for the Building and
Premises, as applicable).  Thereafter, Tenant shall at its
expense comply with all laws, ordinances and regulations of
federal, state, county and municipal authorities, and with any
lawful direction of any public officer thereof which shall assert
or impose any violation by, or order or duty upon Landlord or
Tenant resulting from the use or occupancy of the Premises. 
Notwithstanding the above, any structural changes that may be
required by any changes in laws, ordinances, and regulations of
federal, state, county and municipal authorities shall be made by
Landlord at its cost.

                  (d)      Tenant shall not do or permit to be done any act
or thing which will invalidate or be in conflict with New York
standard fire insurance policies covering the Building, the
Premises and their contents.  Landlord warrants that at the
commencement of the term of this Lease Agreement, the Premises
will be in compliance with all rules, orders, regulations or
requirements then in effect of the appropriate fire insurance
rating organization with respect to the intended use of the
Premises by Tenant as hereinbefore set forth.  Tenant, at its
expense shall, after notice, comply with all rules, orders,
regulations or requirements of the appropriate fire insurance
rating organization with respect to use of the Premises by
Tenant.  Tenant shall not do, or permit anything to be done, in
or upon the Premises which shall increase the rates for fire
and/or liability or workers' compensation insurance maintained by
Landlord with respect to the Building and its employees therein,
over that in effect for permitted uses.  If, by reason of the
failure of Tenant to so comply, Landlord's insurance premiums
shall during the term of this Lease Agreement be higher than they
would otherwise be for use of the Premises for the permitted
purposes, Tenant shall reimburse Landlord, as Additional Rent,
for that part of all insurance premiums thereafter paid by
Landlord which shall have been charged because of the failure of
Tenant to so comply.

                  (e)      Tenant shall not obstruct any of the common areas
of the Building.  No sign, awnings, aerials, flag poles or the
like, visible from outside the Premises shall be installed by
Tenant without the prior written consent of Landlord.

                  (f)      Tenant shall keep the Premises equipped with all
safety appliances required by law, ordinance or regulations of
any public authority because of any use of the Premises made by
Tenant and procure all licenses and permits required because of
such use and, if requested by Landlord, do any work so required
because of such use, it being understood that the foregoing
provisions shall not be construed to broaden or to limit in any
way Tenant's use of the Premises permitted hereunder.
                  
                  (g)      Notwithstanding anything hereinabove contained,
Tenant shall have no liability responsibility for any hazardous
waste affecting the Premises which migrates from the
 adjacent gasoline station at the corner of Cayuga and Wehrle
Drive.

         9.       Alterations or Additions.  Tenant shall not make
structural alterations and additions to the Premises except in
accordance with plans and specifications therefore first approved
in writing by Landlord, such approval not to be unreasonably
withheld.  All alterations and additions shall be part of the
Premises unless otherwise provided in this Lease Agreement.  All
of Tenant's alterations and additions and installation of
furnishings shall be coordinated with any work being performed by
Landlord and in such manner as to maintain harmonious labor
relations and not to damage the Premises or interfere with the
operation of the Building.  All work related to such alterations,
additions, improvements, or changes shall be done in a good,
workmanlike manner and shall be completed.  Tenant shall be
responsible to Landlord for any costs incurred by Landlord for
completing any work commenced by Tenant or for improving such
work to a good, workmanlike condition.  Tenant shall discharge or
bond off any mechanic's lien filed against the Premises for work
or materials claimed to have been furnished to or at the order of
the Tenant within ten (10) days of the filing of such a lien.

                  Except for work performed by Landlord or Landlord's
general contractor, Tenant, at its expense shall obtain and
maintain, or cause any contractor retained by Tenant to obtain
and maintain at its expense, for so long as any improvement or
alterations are being constructed in the Premises and for so long
thereafter as may reasonably be requested by Landlord:

                           (a)      Comprehensive General Liability Insurance,
written on an occurrence basis, with coverage for the Premises
and Operations, Products and Completed Operations, Contractual
Liability, Personal Injury Liability, Broad Form Property Damage,
Independent Contractors, Explosion and Collapse Hazard and
Underground Property Damage with limits of not less than one
million dollars ($1,000,000) for bodily injury and property
damage arising from any one occurrence.

                  (b)      Workers' Compensation and Employers' Liability and
Disability Benefits Law insurance with limits as required by
statute necessary to protect the employees or others utilized by
Tenant or any contractor of Tenant from and against any and all
liability for death, disease or injury by reason of the
performance of this work.

                  Tenant shall furnish to Landlord certificates
evidencing such insurance coverage prior to the commencement of
any alterations or construction work.  All insurance shall be
endorsed to provide that thirty (30) days notice of cancellation
or amendment will be given to Landlord.  Such insurance shall
name as Additional Insured Landlord and such other person(s)
designated by Landlord as having an insurable interest.

                  10.      Utilities.  Tenant shall pay at its expense all
electric, gas and water services to the Premises.  Landlord, at
its expense, shall provide for separate meters or submeters for
electricity, gas and water services, which shall be paid by
Tenant directly to the appropriate utilities providing such
services.  In order to prevent Tenant from overloading the
electrical distribution facilities of the Building, Tenant shall
make no alterations or additions to the electrical equipment
and/or appliances installed by Landlord as set forth on Exhibit
B, without obtaining the prior written consent of Landlord in
each such instance.  Landlord shall not in any way be liable for
or responsible to Tenant for any loss, damage or expense which
Tenant may sustain or incur if either the quantity or character
of the electrical service is changed or is no longer available or
suitable for Tenant's requirements.  If Tenant deems it necessary
to install any riser or associated equipment to supply Tenant's
electrical requirements, Landlord shall, upon written request by
Tenant, install such equipment, provided however the cost and
expense of such equipment and installation thereof shall be borne
by Tenant, and provided further that the installation of such
additional equipment, in Landlord's sole judgment, is necessary
and will not cause or create a dangerous or hazardous condition,
entail excessive or unreasonable alterations, repairs or
expenses, or interfere with or disturb other tenants or occupants
of the Building.  Tenant shall furnish and install all lighting
tubes, lamps, bulbs and ballasts required in the Premises at
Tenant's expense, or shall pay Landlord's reasonable charges
therefor on demand.
Landlord will furnish such water (except process or cleaning
water) as in Landlord's judgment is reasonably necessary for the
use and occupancy of the Premises.  It is agreed that the
interruption or failure of any utility services shall not
constitute an eviction or disturbance of Tenant's use and
possession of the Premises or breach by Landlord of any of its
obligations hereunder; that Landlord shall not by reason thereof
be liable for damages, and Tenant shall not thereby be relieved
of any of its obligations hereunder.  Landlord agrees that it
shall in all instances exercise reasonable diligence and use its
best efforts to restore any service which shall be interrupted.


         11.      Tenant's Insurance.  At all times during the term of
this Lease Agreement (or such earlier date if Tenant avails
itself of its rights under Section 3(c)), Tenant shall obtain and
maintain in full force and effect, at Tenant's sole expense:

                  (a)      General liability insurance and automobile
liability insurance, maintained on an occurrence basis, which up
to the maximum liability amounts thereof against liability for
bodily injury, including death, and property damage arising out
of occurrences on or about the Premises and/or the Building. 
Coverage shall be included for Premises and Operations, Products
and Completed Operations, Contractual Liability, Personal Injury
Liability, Broad Form Property Damage, Independent Contractors,
Explosion and Collapse Hazard and Underground Property damage
with limits of not less than one million dollars ($1,000,000) for
bodily injury and property damage from any one occurrence.

                  (b)      All-risk casualty insurance, written at
replacement value and with replacement cost endorsement, covering
all of Tenant's personal property in the Premises (including,
without limitation, inventory, trade fixtures, floor coverings,
furniture and other property removable by Tenant under the
provisions of this Lease Agreement) and all leasehold
improvements constructed after the commencement of the term of
this Lease Agreement in the Premises hereunder, insuring Landlord
and Tenant as their interest may appear and to an extent
sufficient to avoid application of any co-insurance penalties.

                  (c)      Workers' Compensation and Employers' Liability and
Disability Benefits Law insurance with limits as required by
statute.

                  The company or companies issuing any insurance that
Tenant is required to obtain and maintain pursuant to this
Section and Section 9 hereinabove, and the form of such
insurance, shall at all times be subject to the approval of the
Landlord, and any such company or companies shall be an insurance
company (rated grade A-10 or better in Best's Insurance Reports)
licensed to do business in the State of New York.  All policies
or certificates evidencing such insurance (except for the
coverage described in Subsections (b) and (c) to be obtained by
Tenant under this Section) shall name as Additional Insured
Landlord and such other person(s) designated by Landlord as
having an insurable interest.  All such policies shall contain an
endorsement providing that the insurer will not cancel or change
or refuse to renew such insurance without first giving thirty
(30) day's advance written notice to Landlord and all other Named
Insureds therein.  Within at least ten (10) days prior to the
Commencement Date (or the date upon which Tenant enters the
Premises as provided in Section 3(c)), Tenant shall furnish to
Landlord certificates for all such insurance required to be
obtained and maintained by Tenant and, within thirty (30) days
prior to the expiration of any such insurance, Tenant shall
furnish to Landlord certificates evidencing the renewal of such
insurance.

         12.      Indemnity. Except to the extent caused solely by the
negligence or willful misconduct of Landlord or other tenants
within the Building, and except to the extent otherwise provided
in the waiver of subrogation clause of Section 13 herein, Tenant
hereby agrees to indemnify and save Landlord, its principals,
agents, employees and representatives, safe and harmless from and
against all losses, costs, liabilities, claims, actions, damages
and expenses, including reasonable attorneys' fees and
disbursements, penalties and fines, incurred in connection with
or arising from (a) any default by Tenant in the observance or
performance of any of the terms, covenants or conditions of this
Lease Agreement on Tenant's part to be observed or performed
and/or (b) the use or occupancy or manner of use or occupancy of
the Premises by Tenant or any person claiming through or under
Tenant and/or (c) any occurrence in, on or about the Premises or
within the Building if such occurrence involves any claim against
Landlord by Tenant or by any employee, agent, servant, officer,
invitee or visitor of Tenant and/or (d) any acts, omissions or
negligence by Tenant or Tenant's contractors, agents, servants,
employees, visitors, invitees or licensees in or about the
Premises prior to, during or after the term of this Lease
Agreement, including, without limitation, any acts, omissions or
negligence in the making of any improvements in or about the
Premises.  Tenant shall pay to Landlord, within ten (10) days
after receipt by Tenant of bills or statements therefore, all
sums payable by Tenant to Landlord according to the provisions of
this Section.  Tenant's obligations under this Section shall
survive the termination of this Lease Agreement.

                  The Landlord shall be exempt from any and all liability
for any damage or injury to person or property caused by or
resulting from the acts or omissions of Tenant, its employees,
agents or invitees, or any other tenant of the Building and such
tenant's employees, agents or invitees.

         13.      Destruction and Restoration, Subrogation, Release. If
the Premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give prompt notice thereof to
Landlord and Landlord shall proceed with reasonable diligence to
repair or cause such damage to be repaired.  If the Premises or
any part thereof shall be rendered untenantable by reason of such
damage and such damage shall not be caused by the negligence or
other wrongful conduct of Tenant, Tenant's agents, employees or
invitees, the Base Rent or a proportionate part thereof based on
the area of the Premises so rendered untenantable, shall be
abated for the period from the occurrence of such damage to the
date when the damage shall have been repaired, as aforesaid,
otherwise, Tenant's obligation to pay rent shall not be affected
by such fire or casualty.  Landlord shall not be liable for, and
Tenant expressly releases Landlord from liability for
inconvenience or annoyance to Tenant and for injury to property
or the business of Tenant resulting in any way from such damage
or any action taken in connection with the repair thereof, except
as due to Landlord's negligence or misconduct.  In case the
Premises or the Building (whether or not the Premises shall have
been damaged) shall be so damaged by such fire or other '
casualty that substantial alterations or reconstruction of the
Building shall, in Landlord's sole judgment, be required, then,
Landlord may, at its option, terminate this Lease Agreement by so
notifying Tenant of such termination in writing delivered no
later than ninety (90) days after the date of such damage.  In
the event Landlord elects to terminate this Lease Agreement, any
prepaid and unearned rent shall be refunded to Tenant.

                  It is expressly agreed that neither Landlord nor Tenant
shall be liable to the other, and each party hereto hereby
releases and waives all claims, rights of recovery, and causes of
action that either such party or any party claiming by, through
or under such party by subrogation or otherwise may now or
hereafter have against the other party or any of the other
party's directors, officers, employees or agents for any loss or
damage that may occur to the Building, Premises, Tenant's
improvements, or any of the contents of the Building and the
Premises and for any interruption in Tenant's business if
sustained by reason of fire (even if such fire is the result of
negligence of the parties hereto or their directors, officers,
employees or agents) or if sustained by reason of storm damage or
the elements, or by other casualty to the extent recoverable by
insurance (including any deductible).  Both Landlord and Tenant
shall cause the carriers of any insurance covering or affecting
the Premises or the Building to include provisions in all such
policies authorizing the waiver of any rights by way of
subrogation against the other.

         14.      Condemnation

                  (a)      Except as specified in this Section 14(a) and
Section 14(b) below in the event that the Building or the
Premises, or any part of such Building or the Premises, shall be
condemned, taken or otherwise acquired by right of eminent domain
for any public or quasi-public use ("condemned by right of
eminent domain"), Landlord shall be entitled to receive the
entire award in the condemnation proceeding (including any award
made for the value of the Tenant's leasehold interest) together
with any other consideration paid by the condemning Authority to
the Landlord, or its designee.  Tenant hereby assigns to Landlord
any and all right, title and interest of Tenant in and to any
such award and/or consideration or any part thereof.  Nothing
herein shall be construed as prohibiting Tenant from prosecuting
any right it may have against the Condemning Authority for
reimbursement with respect to its trade fixtures and/or
relocation expenses, provided that any such claim does not, in
any way, reduce Landlord's claim.

                  (b)      If all or part of the Premises shall be
temporarily condemned by right of eminent domain, then this Lease
Agreement shall continue in full force and effect, and the Rent
due hereunder shall not abate, but Tenant shall be entitled to
that part of the award paid by reason of such temporary'
condemnation which is allocable to use and occupancy of the
Premises during the terms of this Lease Agreement.

                  (c)      If a part of the Building is condemned by right of
eminent domain, and if in Landlord's sole judgment the continued
operation of the remaining part of the Building is not economical
or practicable, then Landlord, by written notice given to Tenant
within sixty (60) days following the vesting of title in the
Condemning Authority, may elect to terminate this Lease Agreement
as of the date specified in such notice.

                  (d)      In the event that the Premises (or a substantive
portion thereof) is condemned by right of eminent domain, then
this Lease Agreement may be terminated at the option of either
party, such option to be exercised by delivery of written intent
to do so to the other party no later than sixty (60) days after
such event.

                  (e)      In the event either the Premises or Building (or
both of them) is condemned by right of eminent domain, rent shall
be payable only up to the date title vests in Condemning
Authority and Landlord will refund to Tenant any prepaid unearned
rent.  However, in the event of a partial condemnation of the
Premises and the continuation of this Lease Agreement: (i) the
Base Rent hereunder shall be abated by an amount in proportion to
the area of the Premises so condemned or taken or otherwise
acquired; and (ii) Landlord shall, with reasonable diligence and
at its expense, restore the remaining portion of the Premises as
nearly as practicable to the same condition as it was in prior to
such event.  Landlord shall not be liable or responsible for any
injury to property or person, or inconvenience which may arise
through such repair or alteration of any part of the Building, or
failure to make any such repairs, or from any cause whatever,
unless caused solely by Landlord's negligence.
                  
         15.      Maintenance, Repairs & Access to the Premises.  Except
as otherwise expressly provided herein, Landlord shall make all
repairs to the Premises, including the HVAC system, during the
term of this Lease Agreement.  Tenant shall take good care of the
Premises and all fixtures therein and appurtenances thereto, and
shall pay and be responsible for all repairs to the Building and
Premises caused by the negligent or wrongful act(s) of Tenant,
its employees and invitees.

                 During the progress of any repairs or work by Landlord
(whether performed under this provision or otherwise), Landlord
may store and keep on the Premises all necessary materials,
tools, supplies and equipment therefore and Landlord shall not be
liable to Tenant for any inconvenience, disturbance, or other
loss or damage to Tenant by reason of or on account of such
actions by Landlord, provided Tenant's use and occupancy of the
Premises is not unreasonably interfered with.

                 No entry by Landlord or its authorized representatives
upon the Premises for the purposes of making repairs to the
Premises or the Building or performing any work for the benefit
of the Premises or the Building, shall constitute or be deemed as
trespass or eviction of Tenant, nor a termination of this Lease
Agreement.  Landlord and its duly authorized agents and employees
shall have access to and the right to enter upon the Premises,
upon reasonable notice (except in cases of emergency) at any
reasonable time (a) to examine the condition thereof, (b) to make
any repairs required to be made by Landlord hereunder, (c) within
the last nine (9) months of the term or renewal term, as the case
may bet of this Lease Agreement, to show the Premises to
prospective purchasers or tenants of the Building, or (d) for any
other legitimate purpose, including, without limitation, (i) to
perform the services and/or make the repairs and restorations the
Landlord elects to perform or furnish under this Lease Agreement,
(ii) to make repairs to adjoining space, (iii) to cure any
defaults of Tenant hereunder that Landlord elects to cure, and
(iv) to remove from the Premises any improvements thereto or
property placed therein in violation of this Lease Agreement, and
Tenant shall not be entitled to any abatement or reduction of
Rent by reason thereof.  In no event shall any of such actions
taken by Landlord be construed as a trespass or eviction of
Tenant.  Landlord agrees that in exercising its right hereunder,
it will, under the circumstances, take reasonable action as to
minimize inconvenience to Tenant's use and occupancy of the
Premises.

                  Upon the expiration or other termination of this Lease
Agreement, Tenant shall surrender possession of the Premises to
Landlord in good order and broom clean condition, ordinary wear
and tear, consistent with normal use thereof notwithstanding the
proper maintenance thereof, only excepted.  Prior to the
surrender of the Premises to Landlord, Tenant at its sole cost
and expense, shall remove all liens and other encumbrances which
may have resulted from the acts or omissions of Tenant.  If
Tenant fails to do any of the foregoing, Landlord, in addition to
other remedies available to it at law or in equity, may, without
notice, enter upon, reenter, possess and repossess itself
thereof, by force, summary proceedings, ejectment, or otherwise,
and may dispossess and remove Tenant and all persons and property
from the Premises; and Tenant waives any and all damages or
claims for damages as a result thereof.  Such dispossession and
removal of Tenant shall not constitute a waiver by Landlord of
any claims by Landlord against Tenant.

         16.  Assignment and Subletting.  Tenant shall not assign
this Lease Agreement in whole or in part, or sublet all or any
part of the Premises, or mortgage or encumber this Lease
Agreement or the Premises or any part thereof, or suffer or
permit the occupation of all or any part thereof by others,
without the prior written consent of Landlord in each instance,
which consent will not be unreasonably withheld.

         17.      Mechanics' Liens. If any mechanics' liens shall be
filed against the Premises, the Building or any part thereof,
based upon any act of Tenant or anyone claiming through Tenant,
Tenant shall, by bonding, deposit, payment, or otherwise remove
of record or otherwise satisfy such lien within fifteen (15) days
after the filing thereof.  If Tenant fails to do so, Landlord may
do so at the expense of Tenant.

         18.      Subordination and Attornment.

                  (a)      This Lease Agreement and the lien hereof is
subordinate to any present or future ground lease(s) or mortgages
irrespective of the time of recording of any such ground lease(s)
or mortgages as long as the ground lessor or mortgagee, as the
case may be, agrees that so long as Tenant is not in default
hereunder, its possession of the Premises will not be disturbed. 
This provision shall be self-operative.  However, Tenant agrees
that within five (5) days of Landlord's request, it will execute
such documents in recordable form as Landlord may require to
further evidence this subordination.  The Tenant's failure to
execute any such documents shall constitute a default by Tenant
under the terms of this Lease Agreement.

                  (b)      Tenant agrees if any ground lessor or mortgagee,
or any other person claiming through them, shall succeed to the
interest of Landlord in this Lease Agreement, Tenant shall
recognize and attain to said ground lessor or mortgagee or person
as Landlord under the terms of this Lease Agreement.


                  Tenant agrees that it will, upon the request of such
person succeeding to the Landlord's interest under this Lease
Agreement, execute, acknowledge and deliver any and all
instruments necessary or desirable to give effect to such
attornment, and failure of the Tenant to execute any such
document or instrument within five (5) days of such request shall
constitute a default by Tenant under the terms of this Lease
Agreement.

         19.      Holdover.  In the event that Tenant holds over and
continues to occupy all or any part of the Premises after the
expiration hereof or after any earlier termination, whether with
or without the consent of Landlord, such occupancy shall be
construed as a tenancy from month to month, otherwise subject to
the same terms, covenants and conditions as contained in this
Lease Agreement, except that monthly rental shall be 150% of the
monthly rental then in effect for the last month of the Lease
Agreement.  Notwithstanding the foregoing, Tenant shall be liable
for all losses, damages, costs, and expense, including without
limitation, attorneys' fees and disbursements suffered or
incurred directly or indirectly by Landlord by reason of the
failure or refusal by Tenant to vacate and surrender the Premises
as and when required by the terms of this Lease Agreement.

         20.      Rules and Regulations.  Any reasonable rules and
regulations adopted and promulgated by Landlord from time to time
are hereby made a part of this Lease Agreement and Tenant agrees
to comply with and observe the same.  Notice of such rules and
regulations shall be given to Tenant and Tenant agrees thereupon
to comply with and observe all such rules and regulations,
provided they shall not contradict any provisions of this Lease
Agreement.

         21.      Security Deposit.  As security for the faithful
performance of all the terms, covenants and conditions of this
Lease Agreement by Tenant, Tenant agrees to pay to Landlord upon
execution of this Lease Agreement and in any case prior to
occupancy the sum of the first and last month Base Rent, one-half
of which will be applied to the first month's rent.  At
Landlord's sole discretion, it may be applied against costs
incurred, damages sustained or losses resulting from any defaults
of or by Tenant hereunder.  Landlord shall have the right to
transfer and/or deliver such security deposit or any balance
thereof to any purchaser of the Building or successor to
Landlord's rights and obligations hereunder.  Thereupon Landlord
shall be discharged from any further liability in reference
thereto.  To the extent that Landlord shall from time to time
apply all or any portion of such security deposit of this Lease
Agreement; Tenant agrees upon ten (10) days' written notice to
replenish such security deposit and failure to do so shall be
deemed an Event of Default under Section 22(b) of this Lease
Agreement.  Within ninety (90) days following the expiration of
this Lease Agreement, Landlord shall return any portion of
Tenant's security deposit, together with interest thereon at the
rate of five percent (5%) per annum, not required for necessary
repairs to the Premises; except that in the event Tenant
exercises the first renewal option as set forth in paragraph 39,
the security deposit together with interest thereon shall be
applied against the first month's rent due of the first renewal
term.


         22.      Default by Tenant.  Each of the following events shall
constitute, and hereafter be referred to as "an Event of Default"
(a) if Tenant fails or refuses to pay any installment of Rent as
and when due hereunder unless payment in full thereof is made
within five (5) days thereafter; (b) if Tenant fails or refuses
to perform, observe or comply with any covenant, agreement, duty
or obligation of the Tenant strictly according to the terms of
this Lease Agreement unless such failure or refusal is cured
within twenty (20) days after receipt of notice thereof from
Landlord, or, if such failure or refusal cannot be cured within
such twenty (20) day period, unless Tenant promptly commences to
cure the same within such twenty (20) day period and thereafter
continuously and diligently prosecutes such cure and completes
the same; (c) if Tenant or any guarantor of this Lease Agreement
shall make an assignment for the benefit of its creditors; (d) if
Tenant's interest in this Lease Agreement or in the Leased
Premises is encumbered or taken by attachment, lien, execution or
their legal process; (e) if any petition shall be filed by or
against Tenant or any guarantor of this Lease Agreement in any
court, whether or not pursuant to any statute of the United
States or of any State, in any bankruptcy, reorganization,
composition, extension, arrangement, receivership, insolvency or
similar proceedings or if Tenant, or if any guarantor of this
Lease Agreement, shall be adjudicated bankrupt, or if any such
petition shall be approved by the appropriate court or if the
court shall assume jurisdiction of the subject matter thereof;
(f) if in any proceedings any receiver or trustee shall be
appointed for Tenant's property or the property of any guarantor
of this Lease Agreement; or (g) if Tenant shall vacate or abandon
the Premises or any substantial part thereof and fails to timely
pay rent due.

                  Upon and at any time after the happening of any one or
more of the aforesaid Events of Default, Tenant shall for all
purposes be in default under this Lease Agreement and Landlord
may, at its option, exercise any or all of its rights and/or
remedies as provided in Section 23 of this Lease Agreement or as
otherwise provided by law or in equity.  Tenant hereby waives any
right of redemption.

         23.      Rights and Remedies of Landlord. Without limiting any
other rights and remedies of Landlord, Landlord shall have the
following rights and remedies upon and after any default by
Tenant under this Lease Agreement: (a) Landlord may terminate
this Lease Agreement; (b) with or without terminating this Lease
Agreement, Landlord may re-enter the Premises and attempt to re-
let the Premises or any part thereof and remove all persons and
property from the Premises, and such property may be removed and
stored in a public warehouse or elsewhere at the cost of, and for
the account of, Tenant, all without service of notice or resort
to legal process and without Landlord being deemed guilty of
trespass or becoming liable for any loss or damage that may be
occasioned thereby; (c) Landlord may, at its option, with or
without terminating this Lease Agreement, and without affecting
Tenant's other obligations and liabilities under this Lease
Agreement, declare the entire amount of Rent payable during the
remainder of the term of this Lease Agreement immediately due and
payable and collect such amount by any lawful procedure; (d)
Landlord may, but shall not be required to, re-let the Premises
or any part thereof for such term or terms (which may be for a
term extending beyond the term of this Lease Agreement) at such
rentals or rental and upon such other terms and conditions as
Landlord in its sole discretion may determine; and upon 'such
reletting shall be applied first, to the payment of any
indebtedness other than Rent due hereunder from Tenant to
Landlord; second, to the payment of any costs and expenses of
such re-letting, including brokerage fees and attorneys' fees;
third, to the payment of Rent unpaid hereunder as and if
accelerated, and the residue, if any, shall be held by Landlord
and applied to payment of future rent as the same may become due
and payable hereunder; and no such re-entry or taking possession
of the Premises by Landlord shall constitute an election on its
part to terminate this Lease Agreement unless a notice of
termination shall be given to Tenant or unless the termination
thereof be decreed by a court of competent jurisdiction; (e)
notwithstanding any re-letting of the Premises or any part
thereof described in (b) and (d) above, without terminating this
Lease Agreement, Landlord may at any time thereafter elect to
terminate this Lease Agreement.

                 All of Landlord's rights hereunder and at law are
cumulative and the exercise of any rights shall not preclude the
exercise of any other rights Landlord has or may have.

         24.      Bankruptcy.  If Tenant become the subject debtor in a
case under the Bankruptcy Code (11 U.S.C. 101 et seq.), and if
Landlord's right to terminate this Lease Agreement shall be
subject to the rights of the Trustee therein to assume or assign
this Lease Agreement, then, to the extent permitted by law, the
parties hereto agree that such trustee shall not have the right
to assume or assign this Lease Agreement until such Trustee (a)
promptly cures all defaults (declared and undeclared) under this
Lease Agreement; (b) promptly compensates Landlord for monetary
damages incurred as a result of such default, and (c) provides
"adequate assurance of future performance," which shall mean, in
addition to any other requirements of 11 U.S.C. Section
365(b)(3), that all of the following have been satisfied: (i) in
addition to all rents payable under the Lease Agreement, such
Trustee shall establish with Landlord a security deposit equal to
three (3) months' rent; (ii) such Trustee shall maintain said
security deposit in said amount whenever the same is reduced
below said amount, (iii) such Trustee has agreed that the
business in the Premises shall be conducted in a first-class
manner, and (iv) the use limitations of the Premises, as
hereinabove set forth, shall not change.  If all the foregoing
are not satisfied, Tenant and such Trustee shall be deemed not to
have provided Landlord with adequate assurance of future
performance of this Lease Agreement.

         25.      Default by Landlord.  The term "Landlord," as used in
this Lease Agreement, so far as covenants and agreements on the
part of Landlord are concerned, shall be limited to mean and
include only the owner and owners at the time in question of the
rights granted Landlord in this Lease Agreement and, in the event
of any transfer or transfers of the title to same, Landlord
herein named (and, in case of any subsequent transfers or
conveyances, the then grantor), including each of its partners,
shall be automatically freed and relieved from and after the date
of such transfer and conveyance of all liability as respects the
performance of any covenants and agreements on the part of
Landlord.  Landlord or the then grantor shall turn over to the
grantee all monies and security, if any, then held by Landlord or
subgrantor on behalf of Tenant and shall assign to such grantee
all right, title and interest of Landlord of such grantor
thereto.

                  Notwithstanding any contrary provision of this Lease
Agreement, it is specifically understood and agreed by Landlord
and Tenant that there shall be absolutely no personal liability
on the part of Landlord (including any partner thereof at any
time when Landlord is a partnership) or its successors with
respect to any of the terms, conditions and covenants of this
Lease Agreement, and that Tenant shall look solely to the
interest of Landlord in the Building for the satisfaction of each
and every right and remedy of Tenant in the event of any breach
or default by Landlord with respect to any terms, conditions or
covenants of this Lease Agreement to be observed or performed by
Landlord.

         26.      Quiet Enjoyment.  Provided that and for so long as
Tenant pays all Rent as and when due hereunder, complies and
observes all the terms, conditions and provisions of this Lease
Agreement, and fulfills all of Tenant's obligation of performance
hereunder, Tenant shall have peaceable and quiet enjoyment of the
Premises during the term of this Lease Agreement.

         27.      Financing Cooperation.  Tenant will use its best
efforts to cooperate with Landlord in securing financing for
Landlord's Work and satisfy the reasonable requirements of
Landlord's mortgagee, who will be providing financing for
Landlord's Work, and any successor mortgagee.

                  If the financial statements and other financial
information provided by Tenant are deemed unsatisfactory to
Landlord's mortgagee and as a result the mortgagee refuses
Landlord's mortgage request necessary to finance Landlord's Work
or seeks to diminish the amount of mortgage funds available to
Landlord for Landlord's Work and/or requires additional
collateral and/or guarantees, Landlord may terminate this Lease
Agreement upon ten (10) days written notice to Tenant.

         28.      Tax Exemption Filing. Upon written request, Tenant
shall make immediate reporting of any information required by
nature of Landlord's financing structure, including but not
limited to any request of the Erie County Industrial Development
Agency/Town of Amherst Industrial Development Agency/Buffalo
Urban Development Corporation/Buffalo Enterprise Development
Corporation.

         29.      Attorney Expenses.  If either party shall at any time
be in default hereunder and if either party shall institute any
action or summary proceeding against the defending party based
upon such default, then the losing party will reimburse the
prevailing party for the expense of attorney's fees and
disbursements thereby incurred by the prevailing party, so far as
the same are reasonable in amount.  Also, as long as Tenant shall
be a tenant hereunder, the amount of such expenses shall be
deemed "Additional Rent" hereunder and shall be due from Tenant
to Landlord on the first day of the month following the billing
by Landlord of such respective expenses.

                  30.      Telephone, Security and Computer Service. 
Telephone, security                 and computer service to and throughout the
Premises shall be the responsibility of Tenant.  Landlord grants
to Tenant an easement or right-of-way that may be necessary in
the Building for installation and maintenance of such telephone,
security and computer service, provided same shall not interfere
with Landlord, or Landlord's other tenants' use and enjoyment of
the Building or their particular leased premises. 
Notwithstanding the provisions of any other section of this Lease
Agreement, maintenance of telephone, security and computer wiring
and equipment shall be responsibility of Tenant for the term of
this Lease Agreement.  Installation of wiring and equipment shall
comply with all federal, state or municipal laws, rules,
ordinances and regulations, and regulations of the New York State
Fire Underwriters.  All such wiring installed by Tenant in the
Building shall become the property of the Landlord as of the date
of the termination of this Lease Agreement.  Tenant shall be
solely responsible for the maintenance of telephone and other
communication related lines and equipment located within the
Premises and Building.

         31.      Notices.  Any notice, statements, certificate, request
or demand required or permitted to be given or delivered pursuant
to this Lease Agreement shall be in writing either hand delivered
or sent by registered or certified mail, postage prepaid, return
receipt requested, addressed to the appropriate party hereto at
the address indicated at the beginning of this Lease Agreement,
or to such other address as either party may designate for itself
in the manner herein provided.

         32.      Successors and Assigns. Except to the extent otherwise
provided herein, this Lease Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and assigns.

         33.      Governing Law and Jury Trial.  This Lease Agreement
shall be governed by and interpreted under the laws of the State
of New York.

                  The parties hereby waive trial by jury in any action,
proceeding or counterclaim brought by either party against the
other, arising out of this Lease Agreement or Tenant's use or
occupancy of the Premises.

         34.      Invalidity of Particular Provisions. If any term of
provision of this Lease Agreement, or the application thereof,
shall to any extent be invalid or unenforceable, the remainder of
this Lease Agreement shall not be affected thereby, and. each
such term and provision of this Lease Agreement shall be valid
and enforceable to the fullest extent permitted by law.

         35.      Entire Agreement.  This Lease Agreement, and the
exhibits attached hereto, contains all of the covenants, promises
and agreements between Landlord and Tenant concerning the
Premises, and there are no covenants, promises, agreements,
conditions, or understandings either oral or written, other than
as herein set forth.  No subsequent alteration, amendment, change
or addition to this Lease Agreement shall be binding unless in
writing and signed by the party to be bound thereby.

         36.      Waiver. The waiver by Landlord of any breach of any
term, covenant or condition herein contained is not intended, and
shall not be deemed, to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term,
covenant or condition herein contained.  The subsequent
acceptance of any Rent or other sum by Landlord is not intended,
and shall not be deemed to be a waiver of any prior breach by
Tenant of any term, covenant or condition of this Lease
Agreement, other than the failure of Tenant to pay the particular
Rent or other sum so accepted, regardless of Landlord's knowledge
of such prior breach at the time of such acceptance.


         37.      Effect of Captions.  The captions or legends in this
Lease Agreement are inserted only for convenient reference or
identification of the particular Sections.  Such captions are in
no way intended, and shall not be deemed, to describe, interpret,
define, limit or extend the intent or extent of this Lease
Agreement, or any term or provision hereof.

         38.      Broker.  Tenant warrants and represents that Tenant has
not had any dealings with any realtor, broker, or agent in
connection with the negotiation of this Lease Agreement except
Richard Sterben and Waterbourne Group, Inc.  Tenant agrees to pay
and to hold harmless the Landlord from any cost, expense
(including reasonable costs of suits and attorneys' fees) or
liability for any compensation, commission or charges claimed by
any realtor, broker or agent other than those named above.

         39.      Options.  Provided Tenant has fully and faithfully
performed its obligations hereunder and is not then in default,
Tenant shall have the right to renew this Lease Agreement for an
additional term of five (5) years ending March 31, 2010 on all
the same terms and conditions except annual Base Rent, which
shall increase to $238,050 per annum payable in equal monthly
installments of $19,837.50.

                  Provided Tenant has fully and faithfully performed its
obligations hereunder and has exercised its first five-year
option above stated and is not then in default, Tenant shall have
the further option to renew the term of this Lease Agreement for
an additional five (5) year period ending March 31, 2015 on all
the same terms and conditions except annual Base Rent, which
shall increase to $285,660 payable in equal monthly installments
of $23,805.

              39.                   As a condition precedent to the exercise of
the above options, Tenant must provide to Landlord written notice
of its exercise not less than nine (9) months in advance of the
termination of the original term in the case of the first five
year option, and not less than nine (9) months in advance of the
termination of the first five-year option term in the case of the
second five-year option; time being of the essence in the
exercise of the options.

         40.      Landlord's Books, Documents and Records Available for
Inspection.  Until the expiration of four (4) years after the
furnishing of services provided under this Lease Agreement,
Landlord will make available to the Secretary, U.S. Department of
Health and Human Services, and the-U.S. Comptroller General, and
their representatives, this Lease Agreement, and all books,
documents and records pertaining thereto, necessary to certify
the nature and extent of the costs of those services.  If
Landlord carries out the duties of the Lease Agreement through a
subcontract worth $10,000 or more over a 12-month period with a
related organization, the subcontract will also contain an access
clause to permit access to the Secretary, Comptroller General,
and their representatives to the related organization's books and
records relative to this Lease Agreement.
                           
              41.  Force Majeure.  This Agreement and the
obligation of Lessee to pay rent hereunder and to perform all of
the other covenants and agreements hereunder on the part of
Lessee to be performed shall not be affected, impaired or excused
because Lessor is unable to supply or is delayed in supplying any
service expressly or impliedly to be supplied or is unable to
make or is delayed in making any repairs, additions, alterations,
or decorations or is unable to supply or is delayed in supplying
any equipment or fixtures, if Lessor is prevented or delayed in
so doing by reason of a strike or labor trouble, or governmental
preemption in connection with a national emergency or in
connection with any rule, order or regulation of any department
or subdivision thereof, or any governmental agency or by reason
of the condition or 'supply and demand which have been or are
affected by war or other emergency or by any other condition
beyond the control of the Lessor.

         42.      Additional Storage. During the initial term of this
Lease Agreement, should Tenant require additional secured
storage, Landlord will provide Tenant such additional secured
storage-in unheated storage space outside the Building of up to
1,500 square feet in a building designated by Landlord, which
storage space shall not cost Tenant in excess of $2.00 per square
foot.

         43.      This Lease Agreement shall be contingent upon Landlord
obtaining satisfactory financing of the Landlord's Work.  In the
event Landlord has not obtained such satisfactory financing by
December 31, 1996, either Tenant or Landlord may terminate this
Lease Agreement upon ten (10) days written notice to the other.

         IN WITNESS WHEREOF, the parties have caused this Lease
Agreement to be duly executed by their duly authorized officers
and/or agents as of the day and year first set forth above.

Attest:                                        Landlord:
 Paula Sterben                                 AIRPORT LANDING
CENTER, INC.                                   By: /s/ James A. Zaepfel   
                                               Name:  James A. Zaepfel
                                               Title:  Manager

Attest:                                        Tenant:
 Edward McNicholas                             STAFF BUILDERS HOME HEALTH       
                                                  CARE, INC.
                                               By:  /s/ David Savitsky    
                                               Name:  David Savitsky
                                               Title:  Executive Vice
                                                             President



license2/wd/kl