EXHIBIT 10.27

                           STANDARD FORM OF LOFT LEASE
                     The Real Estate Board of New York, Inc.


     Agreement  of  Lease,  made on this  first  day of June in the  year  2001,
between  BFS  Realty,  LLC,  with  an  office  at 26  Harbor  Park  Drive,  Port
Washington, NY 11050, party of the first part, hereinafter referred to as OWNER,
and  Sandata,  Inc.,  a Delaware  corporation,  with an office at 26 Harbor Park
Drive, Port Washington,  New York 11050,  party of the second part,  hereinafter
referred to as TENANT,

     Witnesseth:  Owner  hereby  leases to Tenant and Tenant  hereby  hires from
Owner  approximately  31,357 square feet in the building known as 26 Harbor Park
Drive, Port Washington,  New York 11050 (the "Building") in the County of Nassau
for the term of ten (10 years) (or until such term shall sooner cease and expire
as hereinafter  provided) to commence on the first day of June in the year 2001,
and to end on the last day of May in the year 2011, and both dates inclusive, at
an annual rate of Three  Hundred  Ninety-Six  Thousand  One  Hundred  Sixty-Four
Dollars and  Eight-Eight  Cents  ($396,164.88)  for the period from June 1, 2001
through May 31, 2002 and  thereafter as provided in Rider B attached  hereto and
made a part  hereof  which  Tenant  agrees to pay in lawful  money of the United
States which shall be in legal  tender in payment of all debts and dues,  public
and private, at the time of payment, in equal monthly installments in advance on
the first day of each month during said term, at the office of the Owner or such
other place as Owner may designate, without any setoff or deduction whatsoever.

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

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

     Rent:

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

     Occupancy:

     2.  Tenant  shall use and  occupy the  demised  premises  for office  space
provided such use is in  accordance  with the  certificate  of occupancy for the
building, if any, and for no other purpose.

     Alterations:

     3. Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written  consent.  Subject to the prior written consent of
Owner, and to the provisions of this article,  Tenant, at Tenant's expense,  may
make   alterations,   installations,   additions  or   improvements   which  are
non-structural  and  which  do not  affect  utility  services  or  plumbing  and
electrical  lines,  in or  to  the  interior  of  the  demised  premises,  using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
at its expense,  before  making any  alterations,  additions,  installations  or
improvements  obtain all permits,  approvals  and  certificates  required by any
governmental or quasi-governmental  bodies and (upon completion) certificates of
final  approval  thereof,  and shall  deliver  promptly  duplicates  of all such
permits,  approvals and certificates to Owner.  Tenant agrees to carry, and will
cause  Tenant's   contractors  and   sub-contractors  to  carry,  such  worker's
compensation, general liability, personal and property damage insurance as Owner
may require.  If any mechanic's lien is filed against the demised  premises,  or
the building of which the same forms a part,  for work claimed to have been done
for, or materials  furnished  to,  Tenant,  whether or not done pursuant to this
article,  the same  shall be  discharged  by  Tenant  within  thirty  (30)  days
thereafter,  at Tenant's  expense,  Tenant  taking all  necessary  legal  steps,
including  the filing of such  bonds as may be set by any  Court,  to remove the
mechanic's  lien. All fixtures and all paneling,  partitions,  railings and like
installations,  installed in the demised premises at any time,  either by Tenant
or by Owner on Tenant's behalf, shall, upon installation, become the property of
Owner and shall remain upon and be surrendered  with the demised premises unless
Owner,  by notice to Tenant no later  than  twenty  (20) days  prior to the date
fixed as the  termination  of this lease,  elects to  relinquish  Owner's  right
thereto  and to have them  removed by Tenant,  in which  event the same shall be
removed  from the demised  premises  by Tenant  prior to the  expiration  of the
lease, at Tenant's  expense.  Nothing in this article shall be construed to give
Owner title to, or to prevent  Tenant's  removal of,  trade  fixtures,  moveable
office  furniture  and  equipment,  but upon  removal  of same from the  demised
premises,  or upon removal of other  installations  as may be required by Owner,
Tenant shall  immediately,  and at its  expense,  repair and restore the demised
premises to the condition existing prior to any such  installations,  and repair
any damage to the demised  premises or the  building  due to such  removal.  All
property  permitted  or  required to be removed by Tenant at the end of the term
remaining  in the  demised  premises  after  Tenant's  removal  shall be  deemed
abandoned  and may,  at the  election  of Owner,  either be  retained as Owner's
property or removed from the demised premises by Owner, at Tenant's expense.

     Repairs:

     4. See Rider C.

     Window Cleaning:

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

     Requirements of Law, Fire Insurance, Floor Loads:

     6.  Prior to the  commencement  of the  lease  term,  if  Tenant is then in
possession, and at all times thereafter, Tenant shall, at Tenant's sole cost and
expense,   promptly  comply  with  all  present  and  future  laws,  orders  and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer  pursuant to law,
and  all  orders,   rules  and  regulations  of  the  New  York  Board  of  Fire
Underwriters,  Insurance Services Office, or any similar body which shall impose
any  violation,  order or duty upon Owner or Tenant with  respect to the demised
premises,  whether or not arising  out of  Tenant's  use or manner of use of the
demised premises of the building  (including the use permitted under the lease).
Except as provided in Article 30 hereof,  nothing herein shall require Tenant to
make structural  repairs or alterations  unless Tenant has, by its manner of use
of the demised premises or method of operation therein,  violated any such laws,
ordinances,  orders,  rules,  regulations or requirements  with respect thereto.
Tenant  shall not do or permit any act or thing to be done in or to the  demised
premises  which is contrary to law, or which will  invalidate  or be in conflict
with public  liability,  fire or other policies of insurance at any time carried
by or for the benefit of Owner.  Tenant  shall not keep  anything in the demised
premises except as now or hereafter  permitted by the Fire Department,  Board of
Fire Underwriters, Fire Insurance Rating Organization and other authority having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire  insurance  applicable to the  building,  nor use the
demised  premises in a manner  which will  increase the  insurance  rate for the
building  or any  property  located  therein  over that in  effect  prior to the
commencement of Tenant's  occupancy.  If by reason of failure to comply with the
foregoing,  the fire insurance rate shall,  at the beginning of this lease or at
any time  thereafter,  be higher than it  otherwise  would be, then Tenant shall
reimburse  Owner,  as additional  rent  hereunder,  for that portion of all fire
insurance  premiums  thereafter  paid by Owner  which  shall  have been  charged
because of such failure by Tenant. In any action or proceeding wherein Owner and
Tenant are parties,  a schedule or "make-up" or rate for the building or demised
premises  issued  by a body  making  fire  insurance  rates  applicable  to said
premises  shall be conclusive  evidence of the facts  therein  stated and of the
several items and charges in the fire  insurance  rates then  applicable to said
premises.  Tenant shall not place a load upon any floor of the demised  premises
exceeding the floor load per square foot area which it was designed to carry and
which is allowed by law.  Owner  reserves the right to prescribe  the weight and
position  of  all  safes,  business  machines  and  mechanical  equipment.  Such
installations  shall be placed and maintained by Tenant, at Tenant's expense, in
settings sufficient, in Owner's judgment, to absorb and prevent vibration, noise
and annoyance.

     Subordination:

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

     Tenant's Liability Insurance Property Loss, Damage, Indemnity:

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


     Destruction, Fire and Other Casualty:

     9. (a) If the demised premises or any part thereof shall be damaged by fire
or other  casualty,  Tenant shall give immediate  notice to Owner and this lease
shall continue in full force and effect except as hereinafter set forth.  (b) If
the demised  premises are partially  damaged or rendered  partially  unusable by
fire or other  casualty,  the damages  thereto  shall be repaired by, and at the
expense of, Owner,  and the Rent and other items of additional  rent, until such
repair  shall be  substantially  completed,  shall be  apportioned  from the day
following the casualty  according to the part of the demised  premises  which is
usable.  (c) If the  demised  premises  are totally  damaged or rendered  wholly
unusable by fire or other casualty,  then the rent and other items of additional
rent as hereinafter  expressly provided shall be proportionately  paid up to the
time of the casualty and thenceforth shall cease until the date when the demised
premises shall have been repaired and restored by Owner (or sooner reoccupied in
part by Tenant then rent shall be  apportioned  as provided  in  subsection  (b)
above), subject to Owner's right to elect not to restore the same as hereinafter
provided.  (d) If the demised  premises are rendered wholly unusable or (whether
or not the demised  premises  are  damaged in whole or in part) if the  building
shall be so damaged  that Owner  shall  decide to  demolish it or to rebuild it,
then, in any of such events,  Owner may elect to terminate this lease by written
notice to Tenant, given within ninety (90) days after such fire or casualty,  or
thirty  (30)  days  after  adjustment  of the  insurance  claim for such fire or
casualty,  whichever  is sooner,  specifying  a date for the  expiration  of the
lease,  which  date  shall not be more than  sixty (60) days after the giving of
such notice,  and upon the date  specified in such notice the term of this lease
shall  expire  as fully and  completely  as if such date were the date set forth
above for the  termination  of this  lease,  and Tenant  shall  forthwith  quit,
surrender and vacate the demised premises without prejudice however,  to Owner'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
payments of rent made by Tenant  which were on account of any period  subsequent
to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as  provided  for herein,  Owner shall make the repairs and  restorations
under the  conditions  of (b) and (c) hereof,  with all  reasonable  expedition,
subject to delays due to  adjustment  of insurance  claims,  labor  troubles and
causes beyond Owner's control.  After any such casualty,  Tenant shall cooperate
with Owner's  restoration  by removing from the demised  premises as promptly as
reasonably  possible,   all  of  Tenant's  salvageable   inventory  and  movable
equipment,  furniture,  and other  property.  Tenant's  liability for rent shall
resume five (5) days after written  notice from Owner that the demised  premises
are  substantially   ready  for  Tenant's   occupancy.   (e)  Nothing  contained
hereinabove  shall relieve  Tenant from  liability that may exist as a result of
damage from fire or other  casualty.  Notwithstanding  the foregoing,  including
Owner's  obligation to restore under  subparagraph  (b) above,  each party shall
look first to any  insurance  in its favor before  making any claim  against the
other  party  for  recovery  for loss or  damage  resulting  from  fire or other
casualty, and to the extent that such insurance is in force and collectible, and
to the extent permitted by law, Owner and Tenant each hereby releases and waives
all right of recovery  with  respect to  subparagraphs  (b),  (d) and (e) above,
against  the other or any one  claiming  through or under each of them by way of
subrogation  or otherwise.  The release and waiver  herein  referred to shall be
deemed  to  include  any loss or damage to the  demised  premises  and/or to any
personal  property,  equipment,  trade fixtures,  goods and merchandise  located
therein.  The  foregoing  release  and  waiver  shall be in  force  only if both
releasors'  insurance policies contain a clause providing that such a release or
waiver shall not  invalidate  the  insurance.  If, and to the extent,  that such
waiver can be obtained  only by the  payment of  additional  premiums,  then the
party  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 Owner
will not  carry  insurance  on  Tenant's  furniture  and/or  furnishings  or any
fixtures or equipment,  improvements,  or appurtenances removable by Tenant, and
agrees that Owner will not be obligated to repair any damage  thereto or replace
the same.  (f) Tenant  hereby  waives the  provisions of Section 227 of the Real
Property Law and agrees that the  provisions  of this  article  shall govern and
control in lieu thereof.

     Eminent Domain:

     10. See Rider A.

     Assignment, Mortgage, Etc.:

     11.  Subject  to  Article  A-22  hereof,  Tenant,  for  itself,  its heirs,
distributees,  executors, administrators, legal representatives,  successors and
assigns, expressly covenants that it shall not assign, mortgage or encumber this
agreement,  nor underlet,  or suffer or permit the demised  premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance.  Transfer of the  majority  of the stock of a corporate  Tenant or the
majority  partnership  interest  of a  partnership  Tenant  shall be  deemed  an
assignment.  If this lease be assigned,  or if the demised  premises or any part
thereof be underlet or occupied by anybody other than Tenant,  Owner may,  after
default by Tenant, collect rent from the assignee,  undertenant or occupant, and
apply  the  net  amount  collected  to the  rent  herein  reserved,  but no such
assignment,  underletting,  occupancy or collection  shall be deemed a waiver of
this  covenant,  or the  acceptance of the assignee,  undertenant or occupant as
tenant,  or a  release  of  Tenant  from the  further  performance  by Tenant of
covenants  on the part of Tenant  herein  contained.  The consent by Owner to an
assignment or underletting  shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.

     Electric Current:

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

     Access to Premises:

     13.  Owner or  Owner's  agents  shall  have the  right  (but  shall  not be
obligated) to enter the demised  premises in any emergency at any time,  and, at
other  reasonable  times,  to  examine  the  same  and  to  make  such  repairs,
replacements  and  improvements  as Owner  may  deem  necessary  and  reasonably
desirable to any portion of the building, or which Owner may elect to perform in
the demised premises after Tenant's failure to make repairs, or perform any work
which  Tenant is obligated  to perform  under this lease,  or for the purpose of
complying  with  laws,   regulations   and  other   directions  of  governmental
authorities.  Tenant shall permit Owner to use,  maintain and replace  pipes and
conduits  in and  through  the  demised  premises,  and to erect  new  pipes and
conduits therein provided, wherever possible, they are within walls or otherwise
concealed.  Owner may, during the progress of any work in the demised  premises,
take all necessary  materials and equipment into said premises  without the same
constituting an eviction,  nor shall Tenant be entitled to any abatement of rent
while  such  work  is in  progress,  nor to any  damages  by  reason  of loss or
interruption  of business or otherwise.  Throughout  the term hereof Owner shall
have the right to enter the demised premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and
during the last six (6) months of the term for the  purpose of showing  the same
to prospective  tenants,  and may, during said six (6) months period, place upon
the demised  premises  the usual  notices "To Let" and "For Sale" which  notices
Tenant  shall permit to remain  thereon  without  molestation.  If Tenant is not
present to open and permit an entry into the demised premises,  Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly,  and provided  reasonable care is exercised to safeguard
Tenant's  property,  such  entry  shall not render  Owner or its  agents  liable
therefor,  nor in any  event  shall  the  obligations  of  Tenant  hereunder  be
affected.  If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property  therefrom,  Owner may immediately enter,
alter,  renovate  or  redecorate  the demised  premises  without  limitation  or
abatement of rent, or incurring  liability to Tenant for any  compensation,  and
such act shall have no effect on this lease or Tenant's obligation hereunder.

     Vault, Vault Space, Area:

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

     Occupancy:

     15.  Tenant  will not at any time use or occupy  the  demised  premises  in
violation of the  certificate of occupancy  issued for the building of which the
demised  premises  are a part.  Tenant has  inspected  the demised  premises and
accepts them as is, subject to the riders annexed hereto with respect to Owner's
work, if any. In any event, Owner makes no representation as to the condition of
the demised premises and Tenant agrees to accept the same subject to violations,
whether  or not of  record.  If any  governmental  license  or  permit  shall be
required for the proper and lawful conduct of Tenant's business, Tenant shall be
responsible for, and shall procure and maintain, such license or permit.

     Bankruptcy:

     16. (a) Anything  elsewhere in this lease to the contrary  notwithstanding,
this  lease may be  cancelled  by Owner by  sending  a written  notice to Tenant
within a reasonable time after the happening of any one or more of the following
events:  (1) the  commencement  of a case in bankruptcy or under the laws of any
state naming Tenant as a debtor; or (2) the making by Tenant of an assignment of
any other  arrangement  for the benefit of  creditors  under any state  statute.
Neither Tenant nor any person claiming through or under Tenant,  or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises  demised,  but shall forthwith quit and surrender the demised premises.
If this lease shall be assigned in accordance with its terms,  the provisions of
this  Article  16 shall be  applicable  only to the party then  owning  Tenant's
interest in this lease. (b) It is stipulated and agreed that in the event of the
termination  of this  lease  pursuant  to (a)  hereof,  Owner  shall  forthwith,
notwithstanding any other provisions of this lease to the contrary,  be entitled
to recover from Tenant,  as and for liquidated  damages,  an amount equal to the
difference  between the rental reserved  hereunder for the unexpired  portion of
the term  demised  and the  fair  and  reasonable  rental  value of the  demised
premises for the same period.  In the computation of such damages the difference
between  any  installment  of rent  becoming  due  hereunder  after  the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such  installment  was payable  shall be  discounted to the
date of termination  at the rate of four percent (4%) per annum.  If the demised
premises or any part  thereof be relet by Owner for the  unexpired  term of said
lease,  or any part thereof,  before  presentation  of proof of such  liquidated
damages to any court,  commission or tribunal,  the amount of rent reserved upon
such reletting  shall be deemed to be the fair and  reasonable  rental value for
the part or the whole of the demised  premises so re-let  during the term of the
re-letting.  Nothing herein  contained shall limit or prejudice the right of the
Owner  to  prove  for  and  obtain  as  liquidated  damages  by  reason  of such
termination,  an amount  equal to the maximum  allowed by any statute or rule of
law in effect at the time when,  and governing the  proceedings  in which,  such
damages are to be proved,  whether or not such  amount be greater,  equal to, or
less than the amount of the difference referred to above.

     Default:

     17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the  covenant or the payment of rent or  additional  rent;  or if the
demised premises becomes vacant or deserted,  or if this lease be rejected under
Section 365 of Title 11 of the U.S. Code (Bankruptcy  Code); or if any execution
or  attachment  shall be  issued  against  Tenant  or any of  Tenant's  property
whereupon the demised  premises shall be taken or occupied by someone other than
Tenant; or if Tenant shall be in default with respect to any other lease between
Owner and Tenant;  or if Tenant shall have  failed,  after five (5) days written
notice, to redeposit with Owner any portion of the security deposited  hereunder
which Owner has applied to the payment of any rent and  additional  rent due and
payable  hereunder;  or if Tenant fails to move into or take  possession  of the
demised  premises within thirty (30) days after the  commencement of the term of
this lease, of which fact Owner shall be the sole judge; then in any one or more
of such  events,  upon Owner  serving a written  fifteen  (15) days  notice upon
Tenant  specifying  the nature of said default,  and upon the expiration of said
fifteen  (15) days,  if Tenant  shall have  failed to comply with or remedy such
default,  or if the said default or omission  complained of shall be of a nature
that the same cannot be  completely  cured or remedied  within said fifteen (15)
day  period,  and if Tenant  shall not have  diligently  commenced  during  such
default  within such  fifteen  (15) day period,  and shall not  thereafter  with
reasonable  diligence and in good faith, proceed to remedy or cure such default,
then  Owner may serve a written  five (5) days  notice of  cancellation  of this
lease upon Tenant,  and upon the expiration of said five (5) days this lease and
the term  thereunder  shall end and  expire as fully  and  completely  as if the
expiration of such five (5) day period were the day herein  definitely fixed for
the end and expiration of this lease and the term thereof, and Tenant shall then
quit and surrender the demised premises to Owner, but Tenant shall remain liable
as hereinafter provided. (2) If the notice provided for in (1) hereof shall have
been given,  and the term shall  expire as  aforesaid;  or if Tenant shall be in
default in the  payment of the rent  reserved  herein or any item of  additional
rent herein  mentioned,  or any part of either,  or in making any other  payment
herein  required;  then,  and in any of such events,  Owner may without  notice,
re-enter  the demised  premises  either by force or  otherwise,  and  dispossess
Tenant by summary  proceedings  or otherwise,  and the legal  representative  of
Tenant or other occupant of the demised  premises,  and remove their effects and
hold the demised  premises as if this lease had not been made, and Tenant hereby
waives the service of notice of  intention  to re-enter  or to  institute  legal
proceedings  to that end. If Tenant  shall make default  hereunder  prior to the
date fixed as the commencement of any renewal or extension of this lease,  Owner
may cancel and terminate such renewal or extension agreement by written notice.

     Remedies of Owner and Waiver of Redemption:

     18. In case of any such default, re-entry,  expiration and/or dispossess by
summary  proceedings  or otherwise,  (a) the rent, and  additional  rent,  shall
become due  thereupon  and be paid up to the time of such  re-entry,  dispossess
and/or  expiration,  (b) Owner may re-let the  demised  premises  or any part or
parts  thereof,  either in the name of Owner or otherwise,  for a term or terms,
which  may at  Owner's  option be less than or exceed  the  period  which  would
otherwise have  constituted the balance of the term of this lease, and may grant
concessions or free rent or charge a higher rental than that in this lease,  (c)
Tenant  or the  legal  representatives  of  Tenant  shall  also  pay to Owner as
liquidated  damages  for the  failure  of Tenant to  observe  and  perform  said
Tenant's  covenants  herein  contained,  any deficiency  between the rent hereby
reserved and or covenanted  to be paid and the net amount,  if any, of the rents
collected on account of the subsequent  lease or leases of the demises  premises
for each month of the period which would otherwise have  constituted the balance
of the term of this lease.  The failure of Owner to re-let the 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 Owner may incur in connection with re-letting,  such
as legal expenses,  reasonable attorneys' fees, brokerage,  advertising, and for
keeping  the  demised  premises  in good  order  or for  preparing  the same for
re-letting. Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent day specified in this lease,  and any suit brought to collect
the amount of the  deficiency  for any month shall not  prejudice in any way the
rights of Owner to collect the deficiency for any subsequent  month by a similar
proceeding.  Owner,  in putting the demised  premises in good order or preparing
the same for re-rental may, at Owner's option,  make such alterations,  repairs,
replacements,  and/or  decorations  in the  demised  premises  as Owner,  in the
Owner's sole  judgment,  considers  advisable  and  necessary for the purpose of
re-letting the demised premises,  and the making of such alternations,  repairs,
replacements,  and/or  decorations  shall not operate or be construed to release
Tenant from liability hereunder as aforesaid.  Owner shall in no event be liable
in any way  whatsoever  for  failure to re-let the demised  premises,  or in the
event that the  demised  premises  are  re-let,  for failure to collect the rent
thereof  under such  re-letting,  and in no event  shall  Tenant be  entitled to
receive any excess, if any, of such net rents collected over the sums payable by
Tenant to Owner  hereunder.  In the event of a breach  or  threatened  breach by
Tenant of any of the covenants or provisions hereof,  Owner shall have the right
of injunction  and the right to invoke any remedy allowed at law or in equity as
if re-entry,  summary  proceedings  and other remedies were not herein  provided
for.  Mention in this lease of any particular  remedy,  shall not preclude Owner
from any other remedy,  in law or in equity.  Tenant hereby expressly waives any
and all rights of redemption granted by or under any present or future laws.

     Fees and Expenses:

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

     Building Alterations and Management:

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

     No Representations by Owner:

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

     End of Term:

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

     Quiet Enjoyment:

     23. Owner covenants and agrees with Tenant that upon Tenant paying the rent
and additional  rent and observing and  performing all the terms,  covenants and
conditions, on Tenant's part to be observed and performed,  Tenant may peaceably
and quietly enjoy the premises hereby  demised,  subject,  nevertheless,  to the
terms and  conditions of this lease  including,  but not limited to,  Article 34
hereof, and to the ground leases,  underlying leases and mortgages  hereinbefore
mentioned.

     Failure to Give Possession:

     24. If Owner is unable to give  possession  of the demised  premises on the
date of the  commencement  of the term  hereof  because of the  holding-over  or
retention of  possession  of any tenant,  undertenant  or  occupants,  or if the
demised  premises  are located in a building  being  constructed,  because  such
building has not been  sufficiently  completed  to make the  premises  ready for
occupancy or because of the fact that a  certificate  of occupancy  has not been
procured,  or if Owner has not  completed  any work  required to be performed by
Owner, or for any other reason,  Owner shall not be subject to any liability for
failure to give  possession on said date and the validity of the lease shall not
be impaired  under such  circumstances,  nor shall the same be  construed in any
wise to extend the term of this lease,  but the rent payable  hereunder shall be
abated  (provided  Tenant is not  responsible  for Owner's  inability  to obtain
possession  or complete  any work  required)  until after Owner shall have given
Tenant notice that Owner is able to deliver possession in the condition required
by this lease.  If permission is given to Tenant to enter into possession of the
demised  premises,  or to occupy the premises  other than the demised  premises,
prior to the  date  specified  as the  commencement  of the term of this  lease,
Tenant  covenants  and agrees that such  possession  and/or  occupancy  shall be
deemed to be under all the terms,  covenants,  conditions and provisions of this
lease,  except the obligation to pay the fixed annual rent set forth in page one
of this lease.  The  provisions of this article are intended to  constitute  "an
express  provision to the  contrary"  within the meaning of Section 223-a of the
New York Real Property Law.

     No Waiver:

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

     Waiver of Trial by Jury:

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

     Inability to Perform:

     27.  This  Lease and the  obligation  of Tenant to pay rent  hereunder  and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected,  impaired or excused because Owner is
unable to fulfill any of its obligations  under the lease,  or to supply,  or is
delayed in supplying,  any service expressly or impliedly to be supplied,  or is
unable to make, or is delayed in making, any repairs, additions,  alterations or
decorations,  or is unable to supply, or is delayed in supplying, any equipment,
fixtures or other  materials,  if Owner is prevented or delayed from doing so by
reason of strike or labor troubles,  or any cause whatsoever beyond Owner's sole
control including, but not limited to, government preemption or restrictions, or
by reason of any rule,  order or  regulation of any  department  or  subdivision
thereof of any government agency, or by reason of the conditions which have been
or are affected, either directly or indirectly, by war or other emergency.

     Bills and Notices:

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

     Water Charges:

     29. If Tenant requires,  uses or consumes water for any purpose in addition
to  ordinary  lavatory  purposes  (of which fact Owner  shall be the sole judge)
Owner may install a water meter and thereby  measure  Tenants water  consumption
for all purposes.  Tenant shall pay Owner for the cost of the meter and the cost
of the installation. Throughout the duration of Tenant's occupancy, Tenant shall
keep said meter and  installation  equipment in good working order and repair at
Tenant's own cost and  expense.  In the event Tenant fails to maintain the meter
and installation equipment in good working order and repair (of which fact Owner
shall be the sole judge) Owner may cause such meter and equipment to be replaced
or repaired, and collect the cost thereof from Tenant as additional rent. Tenant
agrees to pay for water  consumed,  as shown on said meter as and when bills are
rendered,  and in the event Tenant defaults in the making of such payment, Owner
may pay such charges and collect the same from Tenant as additional rent. Tenant
covenants and agrees to pay, as additional  rent, the sewer rent,  charge or any
other tax,  rent or levy which now or hereafter  is assessed,  imposed or a lien
upon the demised premises,  or the realty of which they are a part,  pursuant to
any  law,  order  or  regulation  made or  issued  in  connection  with the use,
consumption,  maintenance  or  supply  of  water,  the  water  system  or sewage
connection or system.  Independently of, and in addition to, any of the remedies
reserved to Owner hereinabove or elsewhere in this lease,  Owner may sue for and
collect  any  monies  to be paid by  Tenant,  or paid by  Owner,  for any of the
reasons or purposes hereinabove set forth.

     Sprinklers:

     30. Anything  elsewhere in this lease to the contrary  notwithstanding,  if
the New York Board of Fire Underwriters or the New York Fire Insurance  Exchange
or any bureau,  department or official of the federal,  state or city government
recommend  or  require  the  installation  of a  sprinkler  system,  or that any
changes,  modifications,  alterations,  or additional  sprinkler  heads or other
equipment  be made or  supplied  in an  existing  sprinkler  system by reason of
Tenant's business, the location of partitions, trade fixtures, or other contents
of the  demised  premises,  or for any other  reason,  or if any such  sprinkler
system installations,  modifications, alterations, additional sprinkler heads or
other such equipment, become necessary to prevent the imposition of a penalty or
charge against the full  allowance for a sprinkler  system in the fire insurance
rate set by said Exchange or any other body making fire insurance  rates,  or by
any fire insurance  company,  Tenant shall, at Tenant's  expense,  promptly make
such sprinkler system installations,  changes,  modifications,  alterations, and
supply  additional  sprinkler heads or other equipment as required,  whether the
work involved shall be structural or non-structural in nature.  Tenant shall pay
to Owner as  additional  rent 52.26%,  on the first day of each month during the
term of this lease of the contract price for the sprinkler  supervisory  service
for the building.

     Elevators, Heat, Cleaning:

     31. Tenant shall, at Tenant's expense, keep the demised premises, including
the windows,  clean and in order, to the reasonable  satisfaction of Owner,  and
for that purpose shall employ  person or persons,  or  corporations  approved by
Owner.  Tenant shall pay to Owner the cost of removal of any of Tenant's  refuse
and rubbish from the building.  Bills for the same shall be rendered by Owner to
Tenant at such time as Owner may elect, and shall be due and payable  hereunder,
and the  amount of such bills  shall be deemed to be, and be paid as  additional
rent. Tenant shall,  however,  have the option of independently  contracting for
the removal of such rubbish and refuse in the event that Tenant does not wish to
have same done by employees of Owner.  Under such  circumstances,  however,  the
removal of such refuse and rubbish by others  shall be subject to such rules and
regulations as, in the judgment of Owner, are necessary for the proper operation
of the  building.  Owner  reserves  the right to stop  service  of the  heating,
plumbing  and  electric  systems,  when  necessary,  by  reason of  accident  or
emergency, or for repairs, alterations,  replacements or improvements,  which in
the judgment of Owner are desirable or necessary to be made, until said repairs,
alterations, replacements or improvements shall have been completed.

     Security:

     32. Tenant has  deposited  with Owner the sum of $97,884.66 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 to any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent, or any other sum as to
which  Tenant is in default,  or for any sum which  Owner may expend,  or may be
required  to  expend,  by reason of  Tenant's  default  in respect of any of the
terms, covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the  re-letting of the demised  premises,  whether such
damages or  deficiency  accrued  before or after  summary  proceedings  or other
re-entry by Owner.  In the event that Tenant shall fully and  faithfully  comply
with all of the terms,  provisions,  covenants and conditions of this lease, the
security  shall be  returned  to Tenant  after the date  fixed as the end of the
lease, and after delivery of entire possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the  building,  of
which the demised  premises form a part,  Owner shall have the right to transfer
the security to the vendee or lessee,  and Owner shall  thereupon be released by
Tenant from all liability for the return of such security;  and Tenant agrees to
look to the new Owner solely for the return of said  security,  and it is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new Owner. Tenant further covenants that it will not assign or
encumber,  or attempt to assign or  encumber,  the  monies  deposited  herein as
security, and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.
See Section A-8.05 - A-8.06 (if included) in Rider A, attached hereto.

     Captions:

     33. 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.

     Definitions:

     34. The term "Owner" as used in this lease means only the owner of the fee
or of the leasehold of the building, or the mortgagee in possession for the time
being,  of the land and  building (or the owner of a lease of the building or of
the land and building) of which the demised premises form a part, so that in the
event of any sale or sales of said land and building or of said lease, or in the
event of a lease of said building,  or of the land and building,  the said owner
shall be and  hereby  is  entirely  freed  and  relieved  of all  covenants  and
obligations  of Owner  hereunder,  and it shall be deemed and construed  without
further  agreement  between  the parties or their  successors  in  interest,  or
between the parties and the  purchaser,  at any such sale, or the said lessee of
the building,  or of the land and building,  that the purchaser or the lessee of
the  building  has  assumed  and agreed to carry out any and all  covenants  and
obligations of Owner  hereunder.  The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.  The term "rent"
includes  the annual  rental rate  whether so  expressed or expressed in monthly
installments,  and  "additional  rent."  "Additional  rent" means all sums which
shall be due to Owner from Tenant  under this  lease,  in addition to the annual
rental  rate.  The term  "business  days" as used in this lease,  shall  exclude
Saturdays,  Sundays and all days observed by the State or Federal  Government as
legal  holidays,  and those  designated as holidays by the  applicable  building
service  union  employees  service  contract,  or by  the  applicable  Operating
Engineers  contract  with  respect to HVAC  service.  Wherever  it is  expressly
provided in this lease that consent  shall not be  unreasonably  withheld,  such
consent shall not be unreasonably delayed.

     Adjacent Excavation-Shoring:

     35.  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,  a license to enter upon the
demised  premises  for the purpose of doing such work as said person  shall deem
necessary to preserve the wall or the building, of which demised premises form a
part,  from  injury or damage,  and to support  the same by proper  foundations,
without any claim for damages or  indemnity  against  Owner,  or  diminution  or
abatement of rent.

     Rules and Regulations:

     36.  Tenant  and  Tenant's  servants,   employees,  agents,  visitors,  and
licensees  shall observe  faithfully,  and comply  strictly  with, the Rules and
Regulations  annexed  hereto and such  other and  further  reasonable  Rules and
Regulations  as Owner or Owner's  agents may from time to time adopt.  Notice of
any additional  Rules or Regulations  shall be given in such manner as Owner may
elect. In case Tenant  disputes the  reasonableness  of any additional  Rules or
Regulations  hereafter made or adopted by Owner or Owner's  agents,  the parties
hereto  agree to submit  the  question  of the  reasonableness  of such Rules or
Regulations  for  decision  to the New York office of the  American  Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The right to dispute  the  reasonableness  of any  additional  Rules or
Regulations  upon  Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice,  in writing,  upon Owner,  within  fifteen (15)
days after the giving of notice  thereof.  Nothing in this lease contained shall
be  construed to impose upon Owner any duty or  obligation  to enforce the Rules
and  Regulations  or terms,  covenants,  or  conditions  in any other lease,  as
against any other tenant,  and Owner shall not be liable to Tenant for violation
of the same by any other tenant, its servants,  employees,  agents,  visitors or
licensees.

     Glass:

     37. Tenant shall replace,  at the expense of Tenant,  any and all plate and
other glass damaged or broken from any cause whatsoever in and about the demised
premises.  Tenant shall insure, and keep insured, at Tenant's expense, all plate
and other glass in the demised premises for and in the name of Owner.  Bills for
the  premiums  therefor  shall be  rendered  by Owner to Tenant at such times as
Owner may elect,  and shall be due from,  and payable by, Tenant when  rendered,
and the amount thereof shall be deemed to be, and be paid as, additional rent.

     Estoppel Certificate:

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

     Directory Board Listing:

     39. If, at the request of, and as  accommodation  to,  Tenant,  Owner shall
place upon the directory  board in the lobby of the building,  one or more names
of persons or entities other than Tenant, such directory board listing shall not
be construed as to the consent by Owner to an assignment or subletting by Tenant
to such person or entities.

     Successors and Assigns:

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

     SEE RIDERS ANNEXED HERETO CONTAINING ADDITIONAL LEASE PARAGRAPHS.

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

Witness for Owner:                          BFS REALTY, INC.

_____________________________
                                            BY:/s/Bert E. Brodsky        [L.S.]
                                               Managing Member

Witness for Tenant:                         SANDATA, INC.

____________________________                BY:/s/Hugh Freund            [L.S.]
                                               Secretary

                                 ACKNOWLEDGEMENT

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


     On the _____ day of ___________________ in the year __________,  before me,
the  undersigned,  a Notary  Public in and for said State,  personally  appeared
______________________________,  personally  known to be or  proved to me on the
basis of satisfactory  evidence to be the  individual(s)  whose name(s) is (are)
subscribed to the within  instrument  and  acknowledged  to me that  he/she/they
executed  the same in  his/her/their  capacity(ies),  and that by  his/her/their
signature(s) on the instrument, the individual(s),  or the person upon behalf of
which the individual(s) acted, executed this instrument.



                                            __________________________
                                            NOTARY PUBLIC
<PAGE>


                             IMPORTANT - PLEASE READ




     RULES  AND  REGULATIONS  ATTACHED  TO AND  MADE A PART  OF  THIS  LEASE  IN
ACCORDANCE WITH ARTICLE 36.


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

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

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

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

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

     6. Tenant shall not mark, paint,  drill into, or in any way deface any part
of the demised  premises or the  building of which they form a part.  No boring,
cutting or stringing of wires shall be permitted,  except with the prior written
consent of Owner,  and as Owner may direct.  Tenant shall not lay  linoleum,  or
other similar floor covering, so that the same shall come in direct contact with
the floor of the demised  premises,  and, if  linoleum  or other  similar  floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other  material,  soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.

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

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

     9. Tenant shall not obtain for use upon the demised premises ice,  drinking
water,  towel and other similar  services,  or accept  barbering or bootblacking
services in the demised premises,  except from persons  authorized by Owner, and
at hours  and  under  regulations  fixed by Owner.  Canvassing,  soliciting  and
peddling in the building is prohibited and Tenant shall cooperate to prevent the
same.

     10.  Owner  reserves the right to exclude from the building all persons who
do not present a pass to the building signed by Owner. Owner will furnish passes
to  persons  for whom any  Tenant  requests  same in  writing.  Tenant  shall be
responsible for all persons for whom any Tenant requests such pass, and shall be
liable to Owner for all acts of such  persons.  Notwithstanding  the  foregoing,
Owner shall not be required to allow  Tenant or any person to enter or remain in
the  building,  except on  business  days from  8:00  a.m.  to 6:00 p.m.  and on
Saturdays  from 8:00 a.m.  to 1:00 p.m.  Tenant  shall not have a claim  against
Owner by reason of Owner  excluding  from the  building  any person who does not
present such pass.

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

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

     13. Tenant shall not use the demised premises in a manner which disturbs or
interferes with other tenants in the beneficial use of their premises.

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

<PAGE>

Address



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                                       TO

                                SANDARD FORM OF

                                      LOFT
                                     LEASE

                    The Real Estate Board of New York, Inc.
                      Copyright 1999. All Rights Reserved.
                  Reproduction in whole or in part prohibited.

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