EXHIBIT 10.27

                                    RIDER A

                        Provisions Of General Application

     Article A-1. Definitions

     The following terms placed within quotations are used throughout this Lease
with the respective definitions set forth below:

     A-1.01 (a) "Base Tax  Liability"  shall mean the Taxes set forth  below for
the respective calendar and/or fiscal year(s), if any, specified:

     Taxes Calendar or Fiscal Year

     County and Town Taxes: 2001 School Taxes: 2000/2001

     (b) "Base Escalation Year" shall mean 2001.

     A-1.02  "Building" shall mean any building of which the Premises are a part
or which is included in its entirety in the Premises.

     A-1.03 "Daily Late Charge" shall mean the daily sum of $25.00 and increased
annually at the same percentage increase as Minimum Rent shall increase.

     A-1.04 "Fixed Rent", "Minimum Rent", or "Fixed Minimum Rent" shall mean the
annual rent specified in the preamble to this Lease,  as increased in accordance
with Article B-1.

     A-1.05  "Landlord",  "Owner" and "Lessor" are used  interchangeably in this
Lease and shall all have the meaning  given  "Owner" in the printed form portion
of this Lease.

     A-1.06  "Monthly   Maintenance  Amount"  shall  mean  the  monthly  sum  of
$4,927.72,  or such increased  amount which shall result from any  recomputation
thereof under Section C-1.03.

     A-1.07 (a) "Minimum  Insurance  Coverage" shall mean the limits  designated
below for the corresponding types of insurance:

     Insurance  Limit - (All  limits  specified  herein are subject to change by
Landlord if the underlying limit of Landlord's blanket policy shall increase.)

     Public  Liability   $2,000,000.00   annual  aggregate,   $1,000,000.00  per
occurrence, written on an industry standard form.

     Contents Full Replacement Value Coverage

     (b) "Monthly Insurance  Payment" shall mean the monthly sum of $402.44,  or
such increased  amount which shall result from any  recomputation  thereof under
Section A-5.02.

     A-1.08  "Monthly Tax Payment" shall mean the monthly sum of $10,481.46,  or
such increased  amount which shall result from any  recomputation  thereof under
Section A-4.02.

     A-1.09 "Monthly Water Charge" shall mean the monthly sum of $10.00, or such
increased amount which shall result from any recomputation thereof under Section
C-2.02.

         A-1.10 "Premises" and "Demised Premises" are used interchangeably in
this Lease and mean the property leased to Tenant as described in the preamble
to this Lease.

     A-1.11  "Property"  shall mean the entire real estate of which the Premises
are  a  part,  including,  without  limitation,  all  land,  buildings,  parking
facilities  (existing  or  hereafter  acquired,  whether  or not  the  same  are
contiguous to the Building) and the Premises.

     A- 1.12(a) Tenant  designates the following  individual(s) as the person(s)
to whom all notices,  communications and correspondence pertaining to this Lease
should be directed:

         Name and Title        Business Address           Business Telephone
         --------------        ----------------           ------------------
 Stephen Davies, President     26 Harbor Park Drive       516-484-4400
                               Port Washington, NY 11050

     Landlord,  at its option,  may direct any notice to Tenant under this Lease
to the Premises,  or, if the preamble to this Lease refers to another  office of
Tenant,  to such  office.  If more  than one  individual  is  enumerated  above,
Landlord's  service  of  notice  upon  any one or more  of  them  shall  satisfy
Landlord's notice obligations under this Lease.

     A-1.13  "Rent"  shall mean all amounts  payable by Tenant under this Lease,
including,  without  limitation,  all Minimum  Rent,  real estate tax  payments,
insurance payments and utility, maintenance and late charges.

     A-1.14 "Lease Commencement Date" shall be January 1, 2001.

     A-1.15 Intentionally Omitted.

     A-1.16 "Term" is the period from the Lease Commencement Date to midnight on
the last day of the 10th Lease Year (such date being hereinafter  referred to as
the "Expiration  Date"),  or such earlier date upon which the Term of this Lease
shall expire or be cancelled or terminated  pursuant to any of the conditions or
covenants of this Lease or pursuant to law.

     A-1.17  "Rentable  Square Footage" shall mean  approximately  31,357 square
feet and is subject to adjustment by Landlord.

     A-1.18  "Tenant's   Pro-rata  Share"  shall  be  Fifty-two  and  Twenty-six
Hundredths  percent  (52.26%).  In the event Landlord shall increase the size of
the  Building  or in the  event  Tenant  shall  lease  additional  space  in the
Building,  Tenant's  Pro-rata  Share  shall be adjusted to reflect the new ratio
which the size of the Demised Premises bears to the size of the Building.

     A- 1.19 "Taxes" shall mean any and all taxes, assessments,  sewer and water
rents, rates and charges,  license fees,  impositions,  liens,  fees,  interest,
penalties  and all  other  municipal  and  governmental  charges  of any  nature
whatsoever (except only inheritance and estate taxes and income taxes not herein
expressly agreed to be paid by Tenant), whether general or special,  ordinary or
extraordinary,  foreseen or  unforeseen,  which may  presently  or in the future
become due or payable or which may be levied,  assessed or imposed by any taxing
authority  on or with  respect to all or any part of the  Property,  or upon the
estate or interest of Landlord in the Property or any part  thereof,  including,
without limitation, all taxes and assessments for improving any streets, alleys,
sidewalks, sidewalk vaults and alley vaults, if any.

     A-1.20  "Tenant" and "Lessee"  are used  interchangeably  in this Lease and
shall be deemed to mean the person or entity  described  in the preamble to this
Lease as having leased the Premises from Landlord,  and any permitted  successor
to Tenant's interest hereunder.

     A-1.21 Tenant's federal taxpayer identification number is 11-2841799.

     Article A-2. Rent

     A-2.01   Tenant's   obligation  to  pay  Rent  shall  begin  on  the  Lease
Commencement Date. Tenant acknowledges  delivery of possession by its acceptance
of keys from Landlord.

     Landlord  may apply any  payment by Tenant of Rent  hereunder  against  any
item(s),   or  portion(s)  thereof,  of  Rent  then  remaining  unpaid  and  any
designation by Tenant as to the application of amounts paid by Tenant under this
Lease shall not bind Landlord in any manner whatsoever.

     A-2.02 If Tenant shall fail to pay Rent,  in whole or in part, on or before
the fifth day of any month during which the same shall become due,  Tenant shall
pay Landlord Daily Late Charges computed by multiplying the Daily Late Charge by
the  number of days from the first day of such month  through  the date on which
Tenant pays such Rent in full.  Tenant  shall  become  liable for the payment of
separate  Daily Late Charges for each amount of Rent which remains  unpaid.  All
Daily Late  Charges  shall be deemed Rent and shall be payable by Tenant as they
accrue,  and Landlord  shall have all rights with respect to the  non-payment of
Daily Late Charges as Landlord has with respect to the  non-payment of all other
Rent due hereunder.  Landlord's  demand for and collection of Daily Late Charges
shall not be deemed a waiver of any remedies  that  Landlord may have under this
Lease by summary  proceedings  or otherwise.  Rent shall be deemed  received (a)
when delivered to Landlord, if Tenant's  representative shall personally deliver
the same to Landlord's  office,  or (b) on the date of the official U. S. Postal
Service  postmark  stamped on the  envelope  in which the Rent is  enclosed,  if
Tenant shall mail the same to Landlord.

     A-2.03 If Tenant  shall fail to vacate and  surrender  the  Premises on the
Expiration Date, Tenant, at Landlord's option,  shall be deemed a month-to-month
tenant and shall pay  Landlord  monthly rent at a rate equal to 300% of the Rent
payable during the last month of the Term,  subject to all of the other terms of
this Lease insofar as they apply to a month-to-month tenancy. The application of
this   Section   shall  under  no   circumstances   be  deemed  to  establish  a
month-to-month or other form of tenancy in favor of Tenant.

     A-2.04 If Landlord shall institute summary  proceedings for the non-payment
of Rent,  Tenant shall pay  Landlord's  attorneys' fee in an amount equal to ten
percent of the amount of unpaid Rent but not less than  $750.00.  Such fee shall
be deemed  Rent and  Landlord,  at its option,  may include  such amount in said
proceedings as an unpaid item.

     A-2.05  Landlord' s acceptance of Rent from any person or entity other than
Tenant  shall not be deemed to establish a tenancy of any nature with such party
unless  Landlord  shall so elect in writing,  nor shall the same relieve  Tenant
from any of its obligations under this Lease.

     Article A-3. Tenant's Failure to Surrender

     A-3.01 Tenant agrees to indemnify and hold harmless Landlord and Landlord's
principals, directors, officers, agents and employees from and against any loss,
cost,  liability  and  expense of any nature  whatsoever,  including  reasonable
attorneys' fees and  disbursements,  which may arise in connection with Tenant's
failure to surrender the Premises upon the expiration of the Term, including any
claims by any succeeding tenant.

     Article A-4. Real Estate Taxes and Assessments

     A-4.01 If in any year during the Term any Taxes  shall  exceed the Base Tax
Liability,  Tenant shall pay as Rent in accordance  with Section A-4.02 tenant's
Pro-rata  Share of the excess.  If the Base Tax Liability for any Taxes shall at
any time be  reduced  as a  result  of  appropriate  proceedings  or  otherwise,
Landlord  shall  give  Tenant  notice of the  amount  by which any tax  payments
previously  made by Tenant were less than the tax  payments  required to be made
under this Article, and Tenant shall pay the amount of the deficiency within ten
days after Landlord's bill therefor.

     A-4.02 Tenant shall pay on the first day of each and every month during the
first year of the Term,  in advance,  the Monthly Tax Payment.  If at the end of
the first lease year of the Term the total tax payments  made by Tenant shall be
less than the actual Taxes  payable  hereunder  by Tenant for said year,  Tenant
shall pay the deficiency to Landlord upon demand.  If such payments shall exceed
the actual Taxes payable  hereunder by Tenant for said year, the excess shall be
credited toward the Monthly Tax Payment next coming due. At the end of the first
lease  year of the Term,  Landlord  shall  recompute  the  Monthly  Tax  Payment
required  to be made by Tenant  during the second  lease year of the term,  said
payments to be  one-twelfth  (1/12) of the total  amount of the Taxes Tenant was
required to pay during the first lease year of the Term.

     A like  procedure  shall  be  followed  for  such  succeeding  lease  year.
Notwithstanding  the  foregoing,  if at any time during any lease year  Landlord
shall  determine  that the Monthly Tax Payment will be  insufficient  to pay the
Taxes as they come due, Landlord may, at its election, require Tenant to pay the
amount of the  deficiency  in one payment or increase  the Monthly Tax  Payment.
Monthly Tax Payments under this Section shall be apportioned at the commencement
and expiration of the Term, if necessary.

     In lieu of Landlord requiring Tenant to pay Taxes in the manner hereinabove
set forth,  Landlord may elect to require Tenant to pay Landlord's  Taxes within
ten days after  Landlord  shall deliver to Tenant a demand  therefor.  Each such
demand shall be accompanied by a copy of the appropriate tax bill.

     A-4.03 Landlord's failure to deliver to Tenant a statement showing Tenant's
liability  for  additional  Taxes for any year  during  the Term  shall  neither
prejudice  nor waive  Landlord's  right to deliver  any such  statement  for any
subsequent  year,  or to  include in said  statement  an amount of Rent due from
Tenant for any  liability for  additional  Taxes during a previous year in which
Landlord did not provide Tenant with any such statement.  Tenant's obligation to
pay Rent with respect to the last year of the Term shall survive the  expiration
of the Term.

     A-4.04  Tenant shall in all events pay the full amount of any  increases in
Taxes  which may result  from any  improvements  made by or on behalf of Tenant.
Taxes shall be apportioned at the commencement and expiration of the Term.

     Article A-5. Insurance

     A-5.01 Tenant  acknowledges  that Landlord  maintains a blanket  "all-risk"
property insurance policy ("Landlord's  Policy") which covers  substantially all
buildings and improvements  owned from time to time by Landlord and all Rent due
under  all lease  agreements  pertaining  to such  buildings  and  improvements.
Landlord's Policy provides  protection against all risks and hazards as may from
time to time be  insurable  thereunder,  including,  without  limitation,  fire,
vandalism,  malicious  mischief,  sprinkler  leakage,  boilers and machinery and
extended coverage type perils and public  liability,  personal and bodily injury
and property damage.  Landlord's Policy provides full replacement  coverage,  as
the same may be determined from time to time.

     Tenant acknowledges that Landlord's Policy provides for a deductible in the
event of an occurrence and submission of a claim. Tenant agrees that if any loss
or damage to the Premises covered by Landlord's Policy shall occur, Tenant shall
pay as Rent the lesser of (a) the repairs required to be made in the Premises or
(b) Tenant's allocable portion of the deductible, prorated among Tenant and such
other tenants in the Building whose space was also affected by the occurrence in
the same ratio as the rentable square footage of their respective premises bears
to the total rentable square footage of all premises in the Building affected by
such occurrence.

     Tenant  acknowledges  that  Landlord's  Policy is solely  the  property  of
Landlord,  and that all rights and benefits  thereunder shall accrue exclusively
to Landlord or its designee.  Further,  Tenant agrees that it acquires no rights
of any nature with  respect to  Landlord's  Policy and the  benefits  and rights
thereunder,  whether by virtue of any theory of constructive  trust, third party
beneficiary, or otherwise.

     A-5.02 (a) Tenant shall pay on the first day of each and every month during
the first year of the Term, in advance, the Monthly Insurance Payment. If at the
end of the first lease year of the Term,  the total of such  insurance  payments
made by Tenant  shall be less than the total actual  amount of excess  insurance
premium  payable by Tenant for said year,  Tenant  shall pay the  deficiency  to
Landlord upon demand.  If such payments  shall exceed the total amount of excess
insurance premiums paid by Tenant, such overpayment shall be credited toward the
Monthly Insurance Payment next coming due. At the end of the first lease year of
the Term,  Landlord shall recompute the Monthly Insurance Payment required to be
made by Tenant  during the second  lease year of the Term,  said  payments to be
one-twelfth  (1/12) of the excess amount of insurance  premiums which Tenant was
required to pay under Article A-1.07 during the first year of the Term.

     A like  procedure  shall  be  followed  for  each  succeeding  lease  year.
Notwithstanding  the  foregoing,  if at any time during any lease year  Landlord
shall determine that the Monthly  Insurance  Payment will be insufficient to pay
Tenant's share of the excess insurance  premiums as they come due, Landlord may,
at its  election,  require  Tenant to pay the  amount of the  deficiency  in one
payment or increase the Monthly Insurance Payment. Insurance payments under this
Section shall be apportioned at the  commencement and expiration of the Term, if
necessary.

     In lieu of Landlord requiring Tenant to pay its share of insurance premiums
in the manner hereinabove set forth, Landlord may elect to require Tenant to pay
Landlord the total actual amount of such excess  insurance  premiums  within ten
days after Landlord shall deliver to Tenant a demand therefor.  Each such demand
shall be accompanied by a copy of the appropriate premium bill.

     (b) Landlord's  failure to deliver to Tenant a statement  showing  Tenant's
liability for additional  insurance  premiums for any year during the Term shall
neither  prejudice nor waive  Landlord's right to deliver any such statement for
any subsequent  year, or to include in said statement an amount of Rent due from
Tenant for any liability for  additional  insurance  premiums  during a previous
year in which Landlord did not provide Tenant with any such statement.  Tenant's
obligation  to pay Rent under Section A5.02 with respect to the last year of the
Term shall survive the expiration of the Term.

     A-5.03 Tenant shall obtain and maintain in full force and effect during the
Term  (a)  Public  Liability  Insurance  on an  occurrence  basis  written  on a
Comprehensive   General  Liability  Basis,   including   Premises   /Operations,
Independent  Contractor's Liability,  Products/Completed,  Operations Liability,
Water Damage Legal Liability, Sprinkler Leakage Legal Liability and a Broad Form
Comprehensive  General Liability  Endorsement,  covering occurrences in or about
the Premises,  with no deductible,  (b) a Plate Glass Policy  covering all plate
glass in and about the  Premises,  if any and (c)  insurance  against loss of or
damage to Tenant's  property  and  fixtures on or about the Premises by fire and
such  other  risks and  hazards  as are  insurable  under the  latest  available
standard  form of policy  for  "all-risk"  property  insurance,  providing  full
replacement value coverage.  All such insurance shall be written with limits not
less than the Minimum  Insurance  Coverage or any increased  limits Landlord may
from time to time reasonably  require.  All policies shall be written as primary
coverage,  not  contributing  with, nor in excess of, coverage that Landlord may
carry. All insurance maintained by Tenant under this Section shall name Landlord
as a loss payee as respects the improvements and betterments of the Property and
all  insurance  maintained  by Tenant under  clauses (a) and (b) of this Section
shall protect Landlord and name Landlord as an additional named insured.

     A-5.04 ON OR BEFORE THE DATE TENANT IS GIVEN KEYS TO THE  PREMISES,  Tenant
shall deliver to Landlord  certificates  for the insurance  specified in Section
A-5.03,  together  with  proof of  payment  of the  premium  for the  same;  all
certificates  required to be delivered to Landlord  under this Lease as provided
above and  thereafter  from time to time for the insurance  specified in clauses
(a) and (b) of  Section  A-5.03  shall  name  Landlord  as an  additional  named
insured,  and shall state  unequivocally that such policy shall not be cancelled
or changed  in any  manner  without  sixty  (60) days  prior  written  notice to
Landlord.  Tenant shall renew or replace the same and shall  deliver to Landlord
certificates for all such renewals and replacements, at least thirty days before
such  policies,  or any  renewal  or  replacement  policies,  expire.  All  such
insurance  shall be issued by insurance  companies  having a Best's rating of at
least A+/XV and licensed to do business in the State of New York and  authorized
to issue such policies.  If Tenant shall fail to procure,  place and/or maintain
any  such  insurance  and/or  pay any and all  premiums  and  charges  therefor,
Landlord  may (but shall not be  obligated  to) do so and in such  event  Tenant
shall pay the amount thereof, plus an administrative charge equal to ten percent
of such amount, as Rent to Landlord on demand.

     Tenant  shall  promptly   deliver  to  Landlord  a  certificate   for  each
endorsement to the  aforementioned  insurance  permitted under this Lease, and a
certificate  naming Landlord as an additional named insured for each separate or
additional  policy of insurance  otherwise  maintained by Tenant with respect to
the Premises.

     A-5.05  Tenant  shall  have  included  in each  policy of  insurance  it is
required to obtain and maintain under this Lease, as well as all other insurance
policies  pertaining to the Premises,  Tenant's operation in the Premises and/or
Tenant's fixtures and property in the Premises,  a waiver of the insurer's right
of subrogation against Landlord.

     A-5.06  Tenant's   policies  of  insurance  shall  include  the  waiver  of
subrogation  or  agreement or  permission  to release  liability  referred to in
Section A-5.05 and Tenant hereby waives any right of recovery against  Landlord,
its employees,  agents or  contractors,  for any loss  occasioned by any insured
casualty.

     A-5.07 Each policy of insurance  which Tenant is required to maintain under
this Lease shall clearly specify by endorsement  that (a) such policy may not be
cancelled or changed in any manner which affects Landlord's  interest thereunder
without sixty days' prior written  notice to Landlord by certified or registered
mail,  return receipt  requested,  (b) the policy is taken out at the request of
Tenant,  which is  responsible  for all premiums on said policy.  Further,  each
policy of insurance  maintained  by Tenant  under (a) and (b) of Section  A-5.03
shall  clearly  specify by  endorsement  that  Landlord is an  additional  named
insured under such policy.

     A-5.08 In the event of any loss or  damage in or about the  Premises  which
constitutes a loss,  damage,  casualty or other occurrence  covered by insurance
maintained by Tenant under this Lease or Landlord under Section  A-5.01,  Tenant
immediately shall give Landlord notice of such loss or damage by certified mail,
return receipt requested.

     Article A-6. Alterations: Removal By Tenant

     A-6.01  All   alterations   to  the  Premises  of  any  nature   whatsoever
("Alterations")  are  subject  to  Article  3 of this  Lease  and the  following
requirements:

     (a) Prior to the  commencement of any  Alterations,  Tenant shall submit to
Landlord,  for Landlord's  written  approval,  plans and  specifications  (to be
prepared by and at the expense of Tenant)  showing the proposed  Alterations  in
detail satisfactory to Landlord. No Alterations shall begin until Landlord shall
have approved such plans and specifications,  in writing,  and Tenant shall have
delivered  to  Landlord  certificates  for all  insurance  Tenant is required to
maintain under this Lease in connection  with making  Alterations.  Tenant shall
make all approved  Alterations at its own expense,  in accordance with the plans
and  specifications  therefor  approved by Landlord and then only by contractors
and mechanics approved by Landlord.  No amendments or additions shall be made to
any plans and  specifications  for  Alterations  approved  by  Landlord  without
Landlord's prior written consent;

     (b) The  Alterations  will not result in a violation of or require a change
in any certificate of occupancy covering the Premises or the Building;

     (c) The character, outside appearance, usefulness and/or rentability of the
Premises or the Property or any part thereof,  shall not be affected in any way,
and such  Alterations  shall not,  in the sole  opinion of  Landlord,  weaken or
impair  (temporarily or permanently)  the structure or lessen the value or cubic
content of the Building,  either during the making of such  Alterations  or upon
their completion;

     (d) No part of the  Property  other than the Premises  shall be  physically
affected.  Without  limiting the generality of the foregoing,  Tenant shall not,
without   Landlord's   specific  prior  written  consent,   cause  to  be  made,
constructed,  erected,  installed or otherwise  placed through,  on or about the
exterior  walls or the roof of the Building  any holes,  vents,  windows,  fans,
pipes,  ducts,  doors,  machinery,  equipment,  appliances  (including,  without
limitation,  air  conditioning  unit(s)),  television  or radio antenna or other
tangible objects of any nature whatsoever;

     (e) The proper functioning of the Building's equipment, in the sole opinion
of Landlord, shall not be adversely affected;

     (f) Upon completion of any Alterations (excluding mere decorations), Tenant
shall deliver to Landlord a copy of "as-built" plans for such Alterations;

     (g) Tenant shall not perform Alterations in any manner which for any reason
whatsoever would, in Landlord's  opinion,  interfere or conflict with work being
performed by  contractors  or laborers  then engaged in the Building or would in
any way disturb the management,  operation or maintenance of the Building or any
part thereof;

     (h) No approval by Landlord of  Alterations  to be made by Tenant  shall in
any way be deemed to be an agreement by Landlord  that such  Alterations  comply
with applicable legal or insurance carrier requirements.  Notice is hereby given
that  Landlord  shall not be  liable  for any labor or  materials  furnished  to
Tenant,  and that no mechanic's or other lien for such labor or materials  shall
attach to or affect any interest of Landlord;

     (i) Throughout  the  performance of Tenant's  Alterations,  Tenant,  at its
expense,  shall  carry,  or cause to be  carried  by  Tenant's  contractors  and
subcontractors,  all insurance,  including without limitation,  that required by
Articles A-1.07 and A-5.03 of this Lease or as otherwise may be required by law.
Tenant shall furnish  Landlord with copies of the  insurance  policies  required
hereunder or certificates  thereof that such insurance is in effect at or before
the  commencement  of  Alterations  and, on  request,  at  reasonable  intervals
thereafter during the continuance of Alterations;

     (j) All work to be performed  other than Landlord's Work shall be performed
by Tenant using union labor, if required by Landlord,  at Tenant's sole cost and
expense; and

     (k) In  connection  with all work to be  performed  in and for the  Demised
Premises, Tenant shall file all drawings, plans and specifications, pay all fees
and obtain all  permits  and  applications  from the  Building  Department,  the
Department of Labor and any other authorities  having  jurisdiction;  and Tenant
shall obtain a  Certificate  of Occupancy and all other  approvals  required for
Tenant to use and occupy the Demised  Premises  and to open for  business to the
public.  If Tenant shall delay in obtaining a  Certificate  of Occupancy for the
Demised Premises,  Landlord, at Tenant's cost and expense, may attempt to obtain
such   Certificate  of  Occupancy  and  Tenant  shall  cooperate  with  Landlord
(including  the signing of any necessary  forms or  applications)  in connection
with such efforts.  Tenant shall reimburse Landlord, as additional rent, for any
costs incurred in obtaining such Certificate of Occupancy.

     (1) Tenant  shall  submit its  requirements  for any and all Tenant work to
Landlord and Landlord  shall submit a written  proposal to Tenant to perform the
work at  Tenant's  cost as  outlined.  Tenant  may obtain  proposals  from other
contractors;  however,  Landlord reserves the right to review said proposals and
perform the work at or below the costs indicated.  Landlord's failure to respond
within three (3) business days of receipt of said proposals  shall mean Landlord
will not  perform  the work and  Tenant  may  proceed  with the work with  other
contractors  subject to the  applicable  terms and  conditions in this agreement
governing  alterations  and  improvements.  Any work that Tenant  authorizes the
Landlord to perform  will be at the sole cost and expense of the Tenant and will
include a fee of  fifteen  percent  (15%) of the  actual  cost to  Landlord  for
Landlord's  supervision and overhead.  Tenant will execute a Work  Authorization
Form  prepared by Landlord  and issue a check for the full amount of the cost of
such work prior to Landlord performing any such work.

     A-6.02  Pursuant  to Article 3 of this  Lease,  Landlord  hereby  elects to
require  Tenant  to  remove  its  installations  in the  Premises  prior  to the
expiration of this Lease,  at Tenant's sole expense.  The foregoing  election is
not  irrevocable  and  Landlord  reserves the right at any time and from time to
time by notice to Tenant to void the same and assume the  ownership  of Tenant's
installations in accordance with Article 3 hereof, or reinstitute said election.

     Article A-7. Acceptance and Occupancy of the Premises

     A-7.01  Landlord  makes  no  representations  as to  the  condition  of the
Premises.  Tenant  represents  that it has  inspected the Premises and agrees to
accept the same "as is".

     A-7.02 The taking of  occupancy of the whole or any part of the Premises by
Tenant shall be conclusive  evidence,  as against  Tenant,  that Tenant  accepts
possession  of the same and that the Premises so occupied and the Property  were
in good and  satisfactory  condition at the time such occupancy was so taken and
that the Premises were substantially as shown on Exhibit A, if any.

     A-7.03  Landlord shall not be required to provide Tenant with possession of
or  keys  to  the  Premises  until  Tenant  shall  have  delivered  to  Landlord
certificates  of  insurance  as  required  under  Section  A-5.03 of this Lease.
Landlord's  refusal to grant Tenant occupancy of the Premises in accordance with
the  foregoing  shall not be a defense of Tenant  against its  obligation to pay
Rent.

     Article A-8. Security Deposit

     A-8.01  Landlord shall deposit all Security under this Lease in an interest
bearing account.  All interest earned on the security hereunder (less Landlord's
administration  fee under  Section  A-8.02)  shall be added to the then existing
security  and  constitute  additional  security and be disposed of in manner set
forth  in  Article  32 of  the  pre-printed  portion  of  this  Lease  captioned
"Security".  Tenant's rights under this Lease to its security deposit may not be
assigned, transferred, pledged, mortgaged or otherwise encumbered by Tenant, and
any attempt by Tenant to do so shall be void and of no effect.

     A-8.02 Landlord shall retain an annual  administration  fee with respect to
the  security  under this  lease  equal to one (1%)  percent  per annum upon the
security  money so  deposited.  If the  annual  administration  fee  payable  to
Landlord  hereunder at any time exceeds the amount  permissible under applicable
laws or if the fee is less then the amount  permissible  under  applicable  law,
then such fee shall be the amount legally prescribed.

     A-8.03  If at any time or times  during  the Term the  amount  of  security
(excluding  any portion  thereof which shall be accrued  interest)  then held by
Landlord shall be less than two (2) months'  installments of Minimum Rent, Taxes
and, if Tenant is required to pay insurance, water and/or maintenance in monthly
installments,  then insurance,  water and/or maintenance all at the then current
rates hereunder, whether due to an increase in Rent or Landlord's application of
all or part of the security in accordance with this Lease,  Tenant shall deposit
with  Landlord an  additional  sum so that the security on deposit with Landlord
shall then equal such two (2) months' installments in the aggregate.

     Tenant  shall make such  payment no later than the  payment due date of any
increase  in Rent,  or, in the case of  Landlord's  application  of  security as
aforesaid,  within five days after  Landlord's  demand.  Landlord shall have the
same  rights and  remedies  in the event of  Tenant's  failure  to deposit  with
Landlord any security  required under this Lease as Landlord has with respect to
the non-payment of any other items of Rent.

     A-8.04 Intentionally Omitted.

     A-8.05 At no time shall security,  or any part thereof,  be permitted to be
used by Tenant  toward the payment of its Rent or other  obligations  under this
Lease.

     A-8.06 Tenant agrees that upon the return of its Security  Deposit less any
appropriate  setoffs  and/or  deductions by Landlord,  Tenant shall be deemed to
have waived any and all rights  and/or claims  against  Landlord that Tenant has
failed to assert in writing  within  thirty (30) days of the  expiration  of the
Lease term.

     Article A-9. Brokerage

     A-9. 01  Landlord  and Tenant  each  represent  to the other that it had no
dealings or negotiations of any nature with any broker or agent.

     Article A-10. Sewers & Sanitary Disposal Systems

     A-10. 01 If the Premises shall be connected to a sanitary  disposal  system
for Tenant's  exclusive  use,  Tenant shall be required to maintain,  repair and
replace  the same at its sole cost and  expense,  and shall not be  required  to
share in the expense of maintaining  any other sanitary  disposal  system unless
Tenant shall also use such other system.

     A-10.02 If the  Building  shall not be  connected to the street sewer line,
Landlord,  at its  option,  may  perform  all work  necessary  to so connect the
Building.  Landlord  and Tenant  shall  share the cost of such work,  including,
without limitation,  the costs of resurfacing and repaving.  The portion of such
cost for which Tenant shall be  responsible  and shall pay to Landlord on demand
shall equal Tenant's  Pro-rata Share of the amount obtained by multiplying  said
cost by a  fraction,  the  numerator  of which  shall be the  number  of  months
remaining  in the Term  including  and after  the  month in which  such work was
commenced, the denominator of which shall be one hundred twenty (120) months.

     Article A-11. Noxious Odors, Noise, etc.

     A-11.01  Tenant shall not permit any unusual,  excessive or noxious  noise,
vibration, odor or other annoying condition to emanate from the Premises. Within
five (5) days of Landlord's notice to Tenant, Tenant shall install or institute,
at its sole cost and expense,  control  devices or procedures to eliminate  such
condition(s).  Tenant's  failure to eliminate  the same within such five (5) day
period shall be deemed a material default of a substantial obligation of Tenant.

     Article A-12. Easements; Reservation of Rights

     A- 12. 01 Landlord  reserves  the right to create and grant on or about the
Premises utility easements in the form required by any utility company,  whether
public or private,  in order to furnish  utility  services to the Premises or to
any other premises.

     A-12.02  Unless  the  Premises  constitute  the entire  Building,  Landlord
reserves  the right to place in,  under,  over or through  the  Premises  pipes,
wires, lines and facilities  serving other areas of the Property,  provided that
Landlord shall only do so in a manner which does not unreasonably interfere with
Tenant's conduct of its business in the Premises.

     Article A-13. Non-Liability and Indemnification

     A- 13.01 Neither Landlord nor Landlord, s principals,  officers, directors,
agents or employees (individually and collectively,  the "Landlord Group") shall
be liable to Tenant, its principals,  officers,  directors,  agents or employees
(individually and collectively,  the "Tenant Group") , and Tenant shall save the
Landlord  Group  harmless  from  any  loss,  liability,   claim  and/or  expense
(including,  without limitation,  reasonable  attorneys' fees and disbursements)
arising  from  or in  connection  with  any  injury  to the  Tenant  Group,  its
contractors,  licensees or invitees,  any interruption of Tenant's business,  or
for damage to, or loss (by theft or otherwise) of, any property  and/or fixtures
of every  kind,  regardless  of the  cause  thereof,  unless  the same  shall be
proximately  caused by the sole  negligence  of Landlord  for which  Landlord is
legally liable.  Notwithstanding  the foregoing,  (a) Tenant  immediately  shall
notify Landlord of any claim against Landlord,  (b) the Landlord Group shall not
be liable for any loss,  damage or expense  whatsoever to the extent of Tenant's
insurance  coverage  therefor and (c) Tenant shall first seek  reimbursement for
any such loss, damage or expense against its insurance carrier.

     A-13.02 Tenant  indemnifies and shall hold harmless the Landlord Group from
and  against  any and all loss,  liability,  claim  and/or  expense  (including,
without limitation,  reasonable attorneys' fees and disbursements) in connection
with or arising  from (a) any default by Tenant  under this Lease,  (b) Tenant's
use or occupancy of the Premises and/or any acts, omissions or the negligence of
the  Tenant  Group in or about  the  Premises,  including,  without  limitation,
sidewalks, if any, adjoining the Premises.  Tenant shall pay to Landlord as Rent
an amount equal to all such losses, liabilities, claims and expenses within five
days after Landlord's rendition to Tenant of bills or statements therefor.

     A-13.03 If Tenant's  use of the Premises  shall be enjoined or  prohibited,
provided  the same shall not have  resulted  from any act or  omission  by or on
behalf of Tenant or use of the Premises in any manner other than as is permitted
under this Lease,  Tenant shall have the right to elect to terminate  this Lease
upon written notice to Landlord setting forth the date of termination,  and such
right shall be Tenant's sole  available  remedy  against  Landlord in connection
therewith.

     A-13.  04  Notwithstanding  anything  in this  Lease to the  contrary,  the
Landlord  Group shall have no personal  liability  under or with respect to this
Lease and the liability of the Landlord  Group in connection  with this Lease is
limited  solely  to  Landlord's  equity  interest  in  the  Property.  Under  no
circumstances  whatsoever  shall Landlord be liable to Tenant in connection with
this Lease for consequential or special damages.

     Article A-14. Corporate Tenant and Partnership Tenant

     A-14.01 If Tenant is a  corporation,  as a condition  to the making of this
Lease,  Tenant shall within twenty days from the date of execution of this Lease
deliver to Landlord a duly  authorized  resolution  of the Board of Directors of
Tenant, in form reasonably satisfactory to Landlord, ratifying and approving the
terms and provisions of this Lease.

     A-14.02If  Tenant is a limited  liability  company,  a  partnership,  or is
comprised  of  two  or  more  persons,  individually  or  as  co-partners  of  a
partnership  (individually  and  collectively,  the "Partnership  Tenant"),  the
following   provisions  shall  apply  to  the  Partnership  Tenant:  (i)  Tenant
represents  that the ownership of and/or power to control a majority in interest
of Tenant is vested and/or owned  beneficially  by the  individual(s)  executing
this Lease and members of his or their immediate  family;  (ii) the liability of
each of the parties  comprising  Partnership  Tenant shall be joint and several;
(iii) each of the  parties  comprising  Partnership  Tenant  hereby  consents in
advance to, and agrees to be bound by, any modifications of this Lease which may
hereafter be made and by any notices,  demands, requests or other communications
which may  hereafter be given,  by  Partnership  Tenant or by any of the parties
comprising  Partnership Tenant; (iv) any bills,  statements,  notices,  demands,
requests,  service of  process,  or other  communication  given or  rendered  to
Partnership Tenant or to any of the parties comprising  Partnership Tenant shall
be deemed  given or rendered to  Partnership  Tenant and to all such parties and
shall  be  binding  upon  Partnership  Tenant  and  all  such  parties;  (v)  if
Partnership  Tenant shall admit new partners (which term shall, for the purposes
of this Section A-14.02,  also be deemed to mean members of a limited  liability
company),  all of such new partners  shall,  by their  admission to  Partnership
Tenant, be deemed to have assumed performance of all of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed; and (vi)
Partnership  Tenant shall give prompt notice to Landlord of the admission of any
such new  partners,  and upon  demand of  Landlord,  shall  cause  each such new
partner to execute and deliver to Landlord an agreement in form  satisfactory to
Landlord,  wherein each such new partner shall assume  performance of all of the
terms,  covenants  and  conditions of this lease on Tenant's part to be observed
and performed (but neither  Landlord's failure to request any such agreement nor
the failure of any such new partner to execute or deliver any such  agreement to
Landlord shall vitiate the provisions of subdivision (v) of this paragraph).

     Subject to Article A-22  hereof,  if there shall occur  without  Landlord's
prior  written  consent,  whether by operation  of law or otherwise  (including,
without limitation,  merger, consolidation and dissolution), any (a) transfer of
Tenant's  interest in this Lease, (b) if Tenant is a corporation,  change in the
ownership of and/or power to vote a majority of the outstanding capital stock of
Tenant or (c) if Tenant is a partnership,  limited liability  company,  or other
association, any change in the beneficial ownership of and/or power to control a
majority in interest of Tenant,  then  Landlord  may  terminate  this Lease upon
thirty days' notice to Tenant.

     Article A-15. Rent Control

     A-15.01 If at the  commencement  of, or at any  time(s)  during the term of
this Lease,  the Rent shall not be fully  collectible  by reason of any Federal,
State, County or local law, proclamation, order or regulation, or direction of a
public  officer or body pursuant to law,  Tenant shall enter into such agreement
(s), and take such other lawful steps (without additional expense to Tenant), as
Landlord may request to permit  Landlord to collect the maximum  rents which may
from time to time  during the  continuance  of such legal  rent  restriction  be
legally  permissible (but not in excess of the amounts  reserved  therefor under
this Lease).  Upon the termination of such legal rent  restriction  prior to the
expiration of the term of this Lease,  (a) the Rent shall become and  thereafter
be payable  hereunder in accordance with the amounts  reserved in this Lease for
the periods following such termination and (b) Tenant shall pay to Landlord,  if
legally permissible,  an amount equal to (i) the Rent which would have been paid
pursuant  to this lease but for such legal rent  restriction  less (ii) the Rent
paid by Tenant to Landlord during the period(s) such legal rent  restriction was
in effect.

     Article A-16. Tenant Defaults

     A-16.01  Tenant  agrees that in the event that  Landlord  shall  commence a
Summary  Proceeding for non-payment of Rent to be paid by Tenant pursuant to the
terms of this Lease,  Tenant will not interpose any  counterclaim  or set-off of
any nature whatsoever. If Tenant shall be evicted from or vacate the Premises or
this Lease shall be terminated  prior to its  expiration as a result of Tenant's
failure to perform any obligation  hereunder,  without limiting Landlord's other
remedies  under this Lease or at law, (a) if Landlord  shall relet the Premises,
Tenant shall remain liable for any  deficiency  in Rent which  Landlord does not
receive from the succeeding  tenant and shall not be entitled to any excess Rent
which Landlord may receive from such tenant, (b) Tenant shall reimburse Landlord
as Rent for the cost of  preparing  the  Premises  for the  succeeding  tenant's
occupancy,  including,  without  limitation,  Landlord's  Work,  if any, and all
carpentry, electrical, HVAC, plumbing and painting work, (c) Tenant shall pay to
Landlord the amount of any rent concession under this Lease, including,  without
limitation,  the Rent,  if any,  which  Tenant  was not  required  to pay at the
commencement  of the Term,  and (d) Tenant shall pay to Landlord  all  marketing
costs and brokerage fees.

     A-16.02 If Tenant shall default in the performance of any covenant, term or
provision of this Lease,  Landlord,  without thereby  waiving such default,  may
perform the same for the account and at the expense of Tenant, without notice in
a case of  emergency  or if  Landlord  may be subject  to any civil or  criminal
liability,  and in any other case if such  default  shall  continue for ten days
after  the date  Landlord  shall  have  given  written  notice  to Tenant of its
intention to do so.  Landlord shall furnish Tenant with a bill for any costs and
expenses  Landlord may incur in so performing for Tenant's  account,  and Tenant
shall pay as Rent the amount  shown on each such bill  within ten days after the
same is sent by Landlord to Tenant.

     A-16.03  Landlord's  acceptance of a check,  draft or any other  instrument
from Tenant in the payment of Rent is solely a consideration  to Tenant.  If (a)
any check  delivered to Landlord in payment of Rent hereunder  shall be returned
to  Landlord  for  any  reason  whatsoever,   including,   without   limitation,
insufficient  or deposited  but  uncollected  funds,  or (b) Landlord  commences
summary  proceedinqs  aqainst  Tenant for the  non-payment  of Rent or otherwise
institutes  any  proceedings  against  Tenant  as a result of  Tenant's  default
hereunder,  or (c) Tenant  pays Rent after the tenth day of any month,  Landlord
may require Tenant to pay Rent by cash or bank certified check only.

     A-16.04 (a) Notwithstanding any provision(s) in this Lease to the contrary,
the parties  acknowledge  and agree that (i) the Premises are demised under this
Lease for a minimum aggregate Rent (subject to such increases and other costs as
provided  throughout this Lease) of $4,982,918.80  for the entire Term,  payable
upon the execution of this Lease, (ii) the terms of this Lease which provide for
the payment of Rent in  installments  are solely for the  convenience of Tenant,
and (iii) upon the default in the payment of Rent in  installments as aforesaid,
then the full aggregate Rent hereby  reserved for the entire Term then remaining
unpaid shall, at Landlord's option, become due and payable upon demand.

     (b) If Tenant  shall  default  (i) in the  timely  payment of Rent and such
default  shall  continue or be repeated  for three  consecutive  months or for a
total of four months in any period of twelve months,  or (ii) in the performance
of any particular term,  condition or covenant of this Lease more than six times
in any period of six months, then, notwithstanding that such defaults shall have
each been cured within the  applicable  grace periods under this Lease,  if any,
any  further  similar  default  shall be deemed to be  deliberate  and  Landlord
thereafter  may  terminate  this  Lease on ten days  written  notice to  Tenant,
without affording Tenant an opportunity to cure such further default.

     A-16.05 Intentionally omitted.

     A-16.06 (a) Landlord may restrain any breach or threatened breach by Tenant
of any covenant or  obligation  of Tenant under this Lease without the necessity
of proving the inadequacy of any legal remedy or irreparable  harm. The remedies
of  Landlord  under  this  Lease  shall be  deemed  cumulative  and none of such
remedies,  whether  exercised or not,  shall be deemed to be to the exclusion of
any other.

     (b) No delay or omission of Landlord to exercise any right or power arising
from any  default  shall  impair  any such right or power or be  construed  as a
waiver of any such default or any acquiescence  therein. No waiver of any breach
of any of the covenants of this Lease shall be construed,  taken or held to be a
waiver of any other breach,  or as a waiver,  acquiescence  in or consent to any
further or succeeding breach of the same covenant. The acceptance by Landlord of
any  payment  of Rent  after the  termination  by  Landlord  of this Lease or of
Tenant's right to possession hereunder shall not, in the absence of an agreement
in writing  to the  contrary  by  Landlord,  be deemed to restore  this Lease or
Tenant's  right  to  possession  hereunder,  as the case  may be,  but  shall be
construed as a payment on account,  and not in  satisfaction of damages due from
Tenant to Landlord.

     Article A-17. Eminent Domain

     A- 17.01If the whole or substantially all of the Premises shall be acquired
or condemned by eminent  domain for any public or  quasi-public  use or purpose,
then and in that event,  the term of this Lease shall cease and  terminate  from
the date of title vesting in such  proceeding and the Tenant shall have no claim
against Landlord for the value of any unexpired term of said lease.

     In the event that more than 25%,  but less than the whole or  substantially
the whole of the ground floor area of the Premises  shall be so  condemned,  the
Landlord and the Tenant shall each have the right to cancel and  terminate  this
Lease,  upon the  giving of  written  notice to the other  party not later  than
thirty (30) days after the date of vesting of title in the condemning authority,
of the said party' s election to  terminate  said  Lease.  Termination  shall be
effected as of the time that  possession  of the part so taken shall be required
for  public  use,  Rent  shall be  apportioned  and  adjusted  as of the time of
termination and Tenant shall have no claim against Landlord for the value of any
unexpired term of this Lease.

     In the  event  that  not  more  than 25% of the  ground  floor  area of the
Premises shall be taken by condemnation or in the event that the Lease shall not
be terminated as aforesaid,  then the Term of this Lease shall  continue in full
force and  effect  and the  Landlord  shall  repair  the  remaining  part of the
Premises,  if any  part  thereof  has  been  taken  in  such  condemnation,  and
thereafter the Rent shall abate in the proportion  which the square foot area of
any part of the Premises so taken bears to the entire Premises.

     In the event that any  condemnation  shall not affect the Building in which
the  Premises  are  contained,  this Lease shall in no way be affected  and Rent
shall in no way abate.

     No part of any award for any such taking by  condemnation or eminent domain
shall belong to the Tenant and Tenant  covenants to execute such  instruments of
assignment  as shall be  necessary  or  reasonably  required  by Landlord in any
condemnation or eminent domain proceedings, if so requested, and to turn over to
Landlord  any damages  that may be  recovered  in such  proceedings.  Any award,
however,  for damages for trade fixtures  installed by Tenant or anyone claiming
under  Tenant at its own  expense  and which  are not part of the  realty  shall
belong to the Tenant.

     The  Landlord  shall  have  the  absolute  right  to  settle  any  claim in
condemnation  proceedings  without  interference  from  Tenant and  without  any
obligation  to Tenant,  and  Landlord  shall have the  absolute  right to make a
conveyance of title of the real property being taken by condemnation proceedings
to the public or quasi public  authority  having the power of eminent  domain in
lieu of the condemnation proceedings,  and where said conveyance is made in lieu
thereof,  it shall have the same force and effect herein as if the  condemnation
proceedings had proceeded to full and final completion.

     A conveyance of title in lieu of such  proceedings  shall not be made prior
to the actual  commencement of proceedings or the filing of formal notice of the
taking.

     Article A-18. Miscellaneous

     A-18.01 Any  reference in the printed  portion of this Lease to the City of
New  York and the  Administrative  Code of the  City of New  York  shall,  where
applicable,  be deemed to refer to the ordinances,  rules and regulations of the
county,  town and other  governmental  authorities  with  jurisdiction  over the
Premises.

     A-18.02 If any term or provision of this Lease or the  application  thereof
to  any  person  or   circumstances   shall,  to  any  extent,   be  invalid  or
unenforceable,  the remainder of this Lease,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid or unenforceable, shall not be affected thereby. Each term and provision
of this Lease shall be valid and enforceable to the fullest extent  permitted by
law.

     A-18.03 This  agreement  shall be governed by and  construed in  accordance
with the laws of the State of New York.

     A-18.04 Any conflict  between the printed  form and Riders  which  together
constitute  this Lease  shall be  resolved  in favor of the  provisions  of such
Riders.

     A-18.05 The submission of this Lease for  examination or the negotiation of
the transaction  described  herein or the execution of this Lease by only one of
the parties will not in any way constitute an offer to lease on behalf of either
Landlord or Tenant,  and this Lease  shall not be binding on either  party until
duplicate originals thereof,  duly executed on behalf of both parties, have been
delivered to each of the parties hereto.

     A- 18.06 If Landlord shall make application to any bank,  insurance company
or other  lender  for a  mortgage  loan to be secured in part or in whole by the
Building and such third party requires a certified financial statement of Tenant
or other reasonable documentation of Tenant's financial condition,  Tenant shall
furnish the same to Landlord promptly after Landlord's request.

     A-18.07  Unless the Premises  shall  include the Property in its  entirety,
Landlord  reserves the right to extend or add additional  floors to or otherwise
alter the Building,  and/or create such additional tenancies in the Building, as
Landlord may from time to time determine, provided the same shall not physically
reduce the Premises.

     A-18.08  Neither  this Lease nor any  memorandum  hereof  shall be recorded
without Landlord's prior written consent.

     A-18.09 Each provision of this Lease which requires the consent or approval
of Landlord  shall be deemed to require the same in each  instance in which such
provision  may be  applicable.  Any consent or approval by Landlord to or of any
act or omission by Tenant requiring Landlord's consent or approval, shall not be
deemed to waive any future requirement for such consent or approval to or of any
subsequent similar act or omission.  With respect to any provision of this lease
which  provides,  in effect,  that Landlord shall not  unreasonably  withhold or
unreasonably  delay any  consent or any  approval,  Tenant  shall in no event be
entitled to make, nor shall Tenant make, any claim for, and Tenant hereby waives
any claim for money damages;  nor shall Tenant claim any money damages by way of
setoff,  counterclaim  or defense,  based upon any claim or  assertion by Tenant
that  Landlord has  unreasonably  withheld or  unreasonably  delayed  consent or
approval,  but Tenant's  sole remedy shall be an action or proceeding to enforce
any such  provision,  or for specific  performance,  injunction  or  declaratory
judgment.

     A-18.10 Tenant shall not, without  Landlord's  prior written consent,  use,
occupy, have any right to use or occupy, or otherwise have any interest in or to
any space in the Building other than the Premises.

     A-18.11 Tenant shall not, without Landlord's prior written consent, install
or  maintain,  or permit any other  party to install or  maintain,  any  vending
machines,  pinball  games,  video games or any other  mechanical  or  electronic
device of any nature  whatsoever,  whether for the  dispensing  of food or other
products or the  provision of  entertainment.  Nothing in this Section  A-18.11,
however,  shall prohibit Tenant from using mechanical or electrical equipment in
its business.

     A-18.12  Tenant shall not permit any trailer,  truck or other vehicle to be
parked, stored or otherwise present on or about the Property, except that Tenant
may allow a vehicle to temporarily  park on the Premises solely for the purposes
of loading and unloading. Tenant shall, at its own cost and expense, maintain in
good  condition  and  repair  any  loading  platform,  truck  dock  and or truck
maneuvering space which is used exclusively by Tenant or to which Tenant has the
right of exclusive use.

     A-18.13 No  interruption  or  malfunction  of any utility  services for any
cause whatsoever shall constitute an eviction or disturbance of Tenant's use and
possession  of the Premises,  or a breach by Landlord of any of its  obligations
hereunder  or  render  Landlord  liable  for  any  damages  (including,  without
limitation, consequential and special damages), or entitle Tenant to be relieved
from  any of its  obligations  hereunder  (including,  without  limitation,  the
obligation to pay Rent) or grant Tenant any right of set-off or  recoupment.  In
the event of any such  interruption  of any such  services,  Landlord  shall use
reasonable  diligence to restore such service in any circumstances in which such
interruption is caused by Landlord's fault.

     A-18.14  If Tenant  shall at any time fail to pay the water  meter  charges
after demand therefor by the Landlord, the Landlord shall have the right, at its
election,  to  terminate  and  discontinue  all water  service  to the  Premises
including  the right to remove the water meter from the  Premises.  Tenant shall
bear all costs of removal of the meter and/or  discontinuance of service and all
costs to restore the meter and of resuming service.

     A-18.15 Intentionally Omitted.

     A-18.16 Intentionally Omitted.

     A-18.17  Notwithstanding  any other  provision  of this  Lease,  Landlord's
service of notice by way of  express  mail or  courier  service  shall be deemed
sufficiently  rendered so long as it satisfies all other requirements  contained
in the notice  provision  of the  printed  portion of this  Lease,  and shall be
deemed given at the time when the same is mailed or delivered, respectively.

     A-18.18 If the Premises include a basement,  Tenant shall use the same only
for storage purposes.

     A-18.19 Tenant must give Landlord  advance notice of the date and time when
tenant plans to move in and out of the Building.

     A-18.20 Landlord's acceptance at its option of the check of any third party
in payment of Rent or of any other money  obligation  under this lease shall not
be deemed an  acceptance  by Landlord of the maker or any endorser of such check
as tenant hereunder or assignee of the Tenant hereunder.

     A-18.21 The headings and  captions of articles or  paragraphs  contained in
this Lease and Exhibits and Riders attached hereto are inserted only as a matter
of convenience and in no way define,  limit,  construe, or describe the scope or
intent of such articles or paragraphs nor in any way affect this Lease.

     A-18.22 Both parties  acknowledge and agree that this Lease has been freely
negotiated  by  both  parties,  and  that,  in any  dispute  over  the  meaning,
interpretation, validity, or enforceability of this Lease or any of its terms or
conditions  there shall be no  presumption  whatsoever  against  either party by
virtue of that party having drafted this Lease or any portion thereof.

     A-18.23 Provided that Tenant does not occupy the entire Building,  Landlord
reserves  the right at any time to  relocate  Tenant to another  location in the
Building.  Landlord  shall  reimburse  Tenant  for  reasonable  moving  expenses
incurred in connection with such  relocation.  Other than such moving  expenses,
Landlord shall have no liability whatsoever to Tenant.

     Article A-19. Tenant's Representations and Warranties

     A-19.01 As material  inducements  for  Landlord  entering  into this Lease,
Tenant hereby  represents  and warrants to Landlord that Tenant is a corporation
duly organized and validly existing under the laws of the State of Delaware;  is
legally qualified to do business in the State of New York; the persons executing
and  delivering  this  Lease on  behalf of Tenant  have been  lawfully  and duly
authorized  to do so; and when so executed and delivered  this Lease  represents
the valid, binding and legally enforceable obligations of the Tenant.

     Article A-20. Locking System

     A-20.01  Tenant  agrees  that it will not  change  the Key  Locking  System
currently  installed  at the Demised  Premises,  however,  Tenant can change the
cylinder.  Any  exterior  locks  installed by Tenant shall be known as the "Best
Type" system.

     Article A-21.

     A-21.01 Tenant shall reimburse  Landlord within five (5) days of receipt of
a bill from Landlord for all testing and  certifications  for any mechanical and
electrical  devices  contained  within the Demised Premises and/or the Building,
including but not limited to an RPZ (Back Flow Preventer).

     Article A-22. Assignment/Sublet

     A-22.01  (a)  Subject to  paragraph  (b) of this  Section  A-22.01,  Tenant
covenants that it shall not assign this Lease nor sublet the Demised Premises or
any part thereof without the prior written consent of Landlord in each instance,
which consent shall not be unreasonably withheld or delayed (and shall be deemed
granted if Landlord shall not deny or grant such consent within 20 business days
from receipt of all materials and documentation  reasonably required by Landlord
to make such determination). If Landlord shall deny such request, Landlord shall
provide  reasons  for such  denial in  writing.  Such  consent  shall be further
subject to and conditioned upon the following:

     (i) Such  assignment or sublease  shall be for a use which is in compliance
with the then existing  zoning  regulations and the Certificate of Occupancy for
the Premises or the Building and consistent with the use hereinabove set forth;

     (ii) At the time of such  assignment or subletting,  Tenant shall not be in
default under the terms, covenants, agreements and conditions of this Lease;

     (iii) In the event of an  assignment,  the assignee  must assume in writing
the  performance  of all of the terms,  covenants,  conditions,  agreements  and
obligations of this Lease;

     (iv) A duly executed duplicate original of said assignment or sublease must
be delivered by certified mail,  return receipt requested to the Landlord at the
address  herein  set forth not less than ten (10) days  before  the date of said
assignment or sublease;

     (v) Such assignment or subletting shall not,  however,  release Tenant from
its  liability  for the  full  and  faithful  performance  of all of the  terms,
covenants,  agreements,  and conditions of this Lease,  including the payment of
Minimum Rent and additional Rent;

     (vi) If this  Lease  shall  be  assigned,  or if the  Premises  or any part
thereof be  sublet,  underlet  or  occupied  by anyone  other  than  Tenant,  in
violation of the provisions of this Lease,  Landlord may after default by Tenant
collect rent from the assignee,  subtenant,  undertenant or occupant,  and apply
the net amount  collected  to the Rent herein  reserved or  additional  Rent due
hereunder;

     (vii) Notwithstanding anything contained in this paragraph to the contrary,
no assignment,  subletting, or underletting shall be made by Tenant in any event
to an existing Tenant of Landlord in the Building;

     (viii) Such notice of proposed  assignment or proposed sublet either of the
entire  Premises or the  balance of the term of this Lease and any Option  Term,
shall be deemed Tenant's offer to terminate this Lease as to the space affected,
as of the last day of the  calendar  month  during the Term  hereof  immediately
preceding  the  commencement  of such  sublease  or the  effective  date of such
assignment  and to vacate and  surrender  the  Premises  to Landlord on the date
fixed in the notice.  If Landlord  within  twenty (20)  business  days after the
receipt  thereof  has not  accepted in writing the offer by Tenant to cancel and
terminate  this Lease and to vacate and surrender the Premises,  the Lease shall
remain in full force and effect and Landlord shall not unreasonably withhold its
consent to the proposed assignment or sublet;

     (ix) As  additional  security  for the prompt  payment  of the Rent  herein
reserved to Landlord,  and for the faithful  performance and punctual observance
of all the other terms, covenants,  agreements, and conditions herein contained,
Tenant hereby assigns to Landlord all of Tenant's rights, title, and interest in
and to any sublease which may be made by Tenant  affecting the Premises,  or any
part  thereof,  and in and to the rents due or to become  due under the terms of
any such sublease. The aforesaid assignment shall take effect,  however, only in
the event of a default  hereunder  made or  suffered by Tenant  which  continues
beyond any  applicable  cure or notice period and after written  notice given by
Landlord  to the  subtenant  or  subtenants,  as the case may be, and shall take
effect as to such of said  subleases as Landlord shall elect to continue in full
force and effect.  Such  assignment,  if in effect,  shall  discontinue upon the
curing of such default; and

     (x) If Tenant  assigns  this Lease or sublets the  Premises in violation of
the  provisions of this Article A-22,  Landlord may,  without  waiving any other
rights or remedies,  elect to double the annual  rental rate  payable  under the
terms of this Lease for the period of such unlawful  occupancy  commencing  with
the date of such assignment or subletting.

     (b) In  addition to the rights of Tenant to assign this Lease or sublet the
Premises set forth in paragraph (a) of this Section  A-22.01,  Tenant shall have
the right  without the  consent of  Landlord to (i) assign its  interest in this
lease to a corporation  or other entity which shall (A) control Tenant or (B) be
under the control of or be under common  control  with,  Tenant,  provided  such
entity shall have a net worth, excluding goodwill, not less than the current net
worth of Tenant  (any such  entities or any such  corporations  being a "Related
Entity"),  or (ii)  sublease  all or any  portion of the  Premises  to a Related
Entity.  Any assignment or subletting  described above may only be made upon the
condition  that (i) any such  assignee or  subtenant  shall  continue to use the
Premises for uses hereinabove set forth, (ii) in Landlord's reasonable judgment,
the principal  purpose of such  assignment or sublease is not the acquisition of
Tenant's  interest in this Lease (except if such  assignment or sublease is made
to a Related Entity and is made for a valid intracorporate  business purpose and
is not made to circumvent the provisions of this Lease  governing  assignment or
subletting).  Tenant shall within ten (10) days after execution  thereof deliver
to Landlord  (i) a  duplicate  original  instrument  of  assignment  in form and
substance reasonably  satisfactory to Landlord,  duly executed by Tenant, (ii) a
duplicate original instrument in form and substance  reasonably  satisfactory to
Landlord,  duly  executed by the assignee,  in which such assignee  shall assume
observance and performance  of, and agree to be personally  bound by, all of the
terms,  convenants and conditions of the Lease,  on Tenant's part to be observed
and performed from and after the date of such  assignment,  or (iii) a duplicate
original  sublease  in  substance  reasonably  satisfactory  to  Landlord,  duly
executed by Tenant and subtenant.

     (c)  Except as set forth  above,  at any time that the shares of Tenant are
not listed on a public  exchange,  either a transfer  (including the issuance or
reissuance  of  treasury  stock or  creation  and  issuance  of new  stock) of a
controlling  interest  in the shares of Tenant (if  Tenant is a  corporation  or
trust) or a transfer of a majority of the total interest in Tenant (if Tenant is
a partnership or limited liability  company) at any one time or over a period of
time through a series of transfers,  shall be deemed an assignment of this Lease
and shall be subject to all of the  provisions of Article 11 and of this Article
A-22,  including,   without  limitation,  the  requirement  that  Tenant  obtain
Landlord's prior consent thereto.


<PAGE>
                                     RIDER B

                                 Rent Escalation

     Article B-1. Rent Escalation

     B-1.01 The Fixed  Minimum  Rent of Three  Hundred  Ninety-six  Thousand One
Hundred Sixty-four Dollars and Eighty-eight Cents ($396,164.88)  reserved in the
preamble to this Lease shall be increased (the "Recomputed  Fixed Minimum Rent")
as of the first day of the second lease year and each  subsequent  lease year of
the Term in accordance with the following Schedule:

        Lease Year                    Recomputed Fixed Minimum Rent

            2                                  $415,973.12
            3                                  $436,771.78
            4                                  $458,610.35
            5                                  $481,540.87
            6                                  $505,617.90
            7                                  $530,898.80
            8                                  $557,443.74
            9                                  $585,315.93
            10                                 $614,581.73





<PAGE>
                                     RIDER C

                       Provisions of Specific Application


     Article C-1. Repairs; Maintenance

     C-1.01  Tenant,  at its sole cost and expense,  shall keep and maintain (a)
the  entire  interior  of  the  Premises,  including,  without  limitation,  all
fixtures,  machinery,  systems  (including,   without  limitation,  heating  and
ventilating and air conditioning  and sprinkler,  if any) attached to or used in
connection  with the  operation  of the  Premises,  (b) all  plumbing  lines and
electrical  wires (above ground and  underground)  which serve  exclusively  the
Premises,  (c) all exterior doors, glass windows, and plateglass,  and sills for
all of the same, on or leading into the Premises and (d) all sidewalks adjoining
the Premises,  and shall keep said sidewalks free and clear of all rubbish, ice,
snow and other debris. Tenant, without limiting the generality of the foregoing,
shall make all non-structural installations, modifications, alterations, repairs
and  replacements  to the foregoing as may be necessary to keep the same in good
order and condition and to comply with all laws and  requirements  of utilities.
Further,  Tenant shall make any and all  non-structural  and structural  repairs
whatsoever  necessitated  by the acts or  omissions  of Tenant,  its  employees,
agents and/or contractors,  including,  without limitation,  any cleaning and/or
pumping of the Building's  sanitary  disposal  system  necessitated  by Tenant's
abuse  thereof or  consumption  of water in excess of normal.  Such  repairs and
replacements  shall be done in a good and  workmanlike  manner with materials at
least equal in quality  (but no used  materials)  to the  original  construction
materials and, in the case of structural  repairs,  subject to Landlord's  prior
written  approval  of the  materials,  methods  and  contractors  to be  used or
engaged.

     Tenant shall not commit or suffer waste or injury to the  Premises.  Tenant
shall  place all of its refuse and  rubbish in a  dumpster  which  Tenant  shall
obtain and maintain at the Premises. No trash or other debris shall be permitted
to remain  outside of the  dumpster.  If, in  Landlord's  opinion  the  dumpster
maintained by Tenant is  insufficient  for Tenant's use, Tenant shall at its own
cost and expense  obtain  either a larger or, if space  permits,  an  additional
dumpster. If Landlord so elects, Landlord may supply a dumpster and/or compactor
and Tenant  shall  pursuant to C-1.03 be  responsible  for its  Pro-rata  Share.
Tenant shall not cause or permit any materials or substances of any nature to be
poured or otherwise  deposited in the storm drains and drywells  situated  about
the Property.

     C-1.02 If Tenant shall fail to perform any repairs or  maintenance  work as
required  under  this  Lease or  necessitated  by any  breach  by  Tenant of its
covenants hereunder within ten (10) days of Landlord's notice thereof to Tenant,
or immediately  in the case of an emergency,  or, if such work be of such nature
that it cannot with due  diligence be completed  within ten (10) days and Tenant
shall not have commenced  making such repair within such ten (10) day period and
thereafter  prosecuted  the same in good faith with due  diligence to completion
within a  reasonable  period of time,  Landlord,  without any further  notice to
Tenant, may perform such work. In such event,  Tenant shall pay as Rent the cost
of such work,  plus  twenty-five  percent of the  overhead and  supervision,  on
demand from  Landlord.  Receipted  bills from  contractors,  materialmen  and/or
laborers shall be conclusive proof of the cost thereof.

     C-1.03  Landlord  shall make all structural  and exterior  repairs  (except
those set forth in Section  C-1.01  and, at  Landlord's  option,  those  repairs
necessitated  by the acts or omissions of Tenant,  its employees,  agents and/or
contractors) to the Building,  and shall maintain and make all necessary repairs
and  replacements  to the common  areas and parking  areas,  including,  without
limitation,  the maintenance of appropriate insurance,  removal of snow and ice,
necessary  repairs to any plumbing lines and electrical  wires (above ground and
underground,  except  those which serve  exclusively  the  Premises or any other
premises in the Building), striping, landscaping, clean-up, bulb, lamp and light
stanchion replacement (excluding any permitted signs of Tenant and other tenants
in the Building), systems maintenance and the cost of rental collection.  Tenant
shall  be  responsible  for  Tenant's  Pro-rata  Share  of the  cost of all work
performed  by  Landlord  under this  Section  and shall pay  Landlord as Rent on
account thereof the Monthly Maintenance Amount, in equal monthly installments in
advance  on the  first day of the Term and  thereafter  on the first day of each
month during the Term. Tenant's Pro-rata Share for purposes of this C-1.03 shall
be defined  differently  then as defined in A-1.18.  For purposes of this C-1.03
Tenant's  Pro-rata  Share  shall be  calculated  as  follows:  a  fraction,  the
numerator of which shall be the Rentable  Square Footage of the Premises and the
denominator  of which shall be the  current  gross  leased area of the  Building
including the Premises.  Simultaneously  with the  recomputation  of the Minimum
Rent pursuant to Article B-1,  Landlord shall recompute the Monthly  Maintenance
Amount in the same manner in which the Minimum Rent is recomputed,  as set forth
in Section B-1.01.  Notwithstanding the foregoing,  Tenant shall bear the entire
cost of any repair or maintenance  work  necessitated  by any act or omission of
Tenant, its employees, agents and/or contractors, including, without limitation,
the costs of cleaning and pumping the storm drains and drywells  situated  about
the Property.

     Within one hundred  twenty days after the  expiration of the first calendar
year during the Term, Landlord shall deliver to Tenant a statement of the actual
cost of such work  referred to above.  If such  statement  shows that Tenant has
paid  less  than  Tenant's  Pro-rata  Share of such  costs,  then  Tenant  shall
immediately  pay to Landlord the  difference.  Each calendar year thereafter the
same procedure  shall be followed.  It is intended that the Monthly  Maintenance
Amount  shall be the  minimum  charge to Tenant for  Landlord's  performance  of
maintenance and repair work under this Section.

     C-1.04 The term  "structural  repairs"  shall be deemed to mean repairs and
replacements of and to the structural steel,  foundation,  roof deck and bearing
walls only. The term non-structural  repairs shall be deemed to mean all repairs
and replacements other than structural repairs.

     C-1.05 Tenant shall pay as Rent on demand  Tenant's  Pro-rata  Share of the
cost of the supervisory service for the Building's sprinkler system, if any.

     C-1.06 Tenant shall not cause or permit any individual(s) to enter upon the
roof of the Building without  Landlord's  express prior written consent.  Tenant
shall not allow any grease or other foreign substance to be deposited within the
plumbing  system or the HVAC system  servicing the Premises,  or elsewhere in or
about the Premises.

     C-1.07  Tenant  shall  pay its  Pro-rata  Share of the cost of  maintaining
service  agreements  for the  maintenance  of all heating  and air  conditioning
equipment in or on the roof of the Premises.

     C-1.08 Tenant shall at its own expense,  comply with all  applicable  laws,
ordinances and requirements for the sorting or separation of Tenant's garbage.

     Article C-2. Utilities

     C-2. 01 Tenant  shall within five (5) days of the date of execution of this
Lease make  application  to LIPA and pay, as and when the same shall  become due
and payable, all charges for gas, electricity,  heat, steam, hot water and other
utilities  supplied to the Premises.  Landlord if necessary will request LIPA to
take a final reading and  disconnect the service to Landlord so that Tenant will
be billed  directly.  Tenant  shall  pay all of the  foregoing  directly  to the
utility  companies  furnishing  the  different  services,  provided  that  if at
Landlord's  election any of said rents,  rates or charges are billed directly to
Landlord,  Tenant  shall pay each such amount to Landlord as Rent on demand.  If
the Premises do not constitute the entire  Building and any such direct bills to
Landlord  pertain to utilities also furnished to other premises in the Building,
then the amount due Landlord  from Tenant for each such utility  shall equal (a)
Tenant's  Pro-rata Share of the total amount of each such bill which pertains to
a utility  furnished  to all tenants in the  Building or (b)  Tenant's  Pro-rata
Share (based on the proportion of the Rentable Square Footage of the Premises to
the total  rentable  square  footage of all  premises  to which such  utility is
furnished)  of the total  amount of each such bill which  pertains  to a utility
furnished to less than all tenants in the Building.

     C-2.02 Tenant shall not apply for a separate water meter without Landlord's
prior written consent.  If and so long as Tenant shall not have a separate water
meter,  Tenant  shall pay  Landlord as Rent the Monthly  Water  Charge with each
installment  of Rent. If Landlord  shall at any time  determine that the Monthly
Water Charge is insufficient  to cover the bill for Tenant's water  consumption,
Landlord  may increase the Monthly  Water Charge  accordingly.  If the rates for
water are increased by the utility company  furnishing  water, the Monthly Water
Charge  shall  be  increased  Pro-rata  by the same  percentage  as the rate was
increased.

     C-2.03 Tenant, at its sole cost and expense,  shall maintain all applicable
utility  company  service lines and meters  located in or on the exterior of the
Premises.

     Article C-3. Parking Facilities

     C-3.01 Unless the Premises  shall  constitute the entire  Building,  Tenant
shall cause all of its  principals,  officers and employees to park Tenant's and
their vehicles  (collectively,  the "Company  Vehicles")  solely in areas of the
parking field, if any,  designated by Landlord for such purpose.  Each and every
violation of this clause shall be deemed a breach of a substantial obligation of
Tenant, and, without limiting  Landlord's other remedies therefor,  Tenant shall
pay for them as Rent the Daily  Late  Charge for each  motor  vehicle  parked in
violation of this provision.

     C-3.02 Unless Landlord shall at any time designate  otherwise,  the parking
area(s)  behind the rear of the Building  shall be the area  designated  for the
parking of Company  Vehicles.  Tenant shall,  upon Landlord's  request,  furnish
Landlord with the automobile registrations (year, make and license plate) of all
principals,  employees  and  agents of Tenant  who  either  are  employed  at or
frequently visit the Premises.

     C-3.03  Landlord  reserves the right, at any time and from time to time, to
(a) change the size, location, elevation and or nature of the Building's parking
facility, (b) close all or any part of the parking facility as may be necessary,
in Landlord's sole judgment,  to prevent a dedication thereof and/or the accrual
of any rights therein of any person or the public,  (c) close temporarily all or
any part of the parking facility to discourage  non-customer  use, (d) establish
and modify and enforce  reasonable rules and regulations with respect to the use
of the  parking  facility,  and  Tenant  shall  cause  all  of  its  principals,
employees,  agents,  invitees and licensees to comply with the same;  and/or (e)
transfer,  in whole or in part,  any of the  foregoing  rights  to any  party as
Landlord may, from time to time, determine.

     C-3.04 Unless the Premises shall constitute the entire  Building,  Landlord
shall have the right to place  self-adhering  stickers on or have towed away any
Company Vehicles which are parked in areas other than those designated  therefor
by  Landlord  or  which  otherwise  are not in  compliance  with any  rules  and
regulations of Landlord with respect to the parking facilities.  In the event of
repeated  occurrences  of the above,  Landlord may  terminate  this Lease in the
manner herein elsewhere  provided.  Landlord shall have no liability  whatsoever
for towing or stickering  Company Vehicles as aforesaid,  and Landlord shall use
reasonable  efforts to notify Tenant of the first occurrence  (only) of the same
before taking any such action.

     Article C-4. Signage

     C-4.01 Tenant shall not cause or permit the placement or other installation
of any signs on or about  the  Property  which  are  visible  from  outside  the
Premises without Landlord's prior written approval,  and, after the installation
of any such  approved  sign,  Tenant  shall not  cause or permit  the same to be
changed or altered in any respect without Landlord's prior written approval. Any
signs which  Landlord may approve shall in all events comply with all applicable
rules and regulations of county, town and other governmental authorities,  be of
a dignified  character and satisfy such other standards as Landlord may require.
The term "sign"  shall be deemed to  include,  without  limitation,  any form of
placard,  light or other advertising symbol or object  whatsoever,  whether of a
permanent or temporary nature.

     C-4.02 Tenant shall not cause or permit the placement or other installation
of any awning,  security gates or bars of any nature in, on or above any window,
door or other opening to the Premises without Landlord's prior written consent.

     C-4.03 If the Premises  shall not  constitute  the entire  Building and the
Premises shall be situated in whole or in part on the ground floor, Tenant shall
place a sign on the back door, if any, of the Premises, indicating Tenant's name
and the address of the Premises.

     C-4.04 Unless the Premises shall constitute the entire  Building,  Landlord
reserves  the  right  to  place a sign or  signs  on the  exterior  walls of the
Premises and Building,  indicating the name and/or  business of other tenants in
the Building.

     C-4.05  Notwithstanding  any other  provision  of this Lease,  Landlord may
install a pylon  directory  sign at the entrance to the Property for the benefit
of Tenants.  If Tenant elects to place Tenant's name on such pylon sign,  Tenant
shall be responsible  for paying to Landlord its Pro-rata Share of  installation
by Landlord for such sign.

     Article C-5. Liability for Hazardous Wastes

     C-5.01  Tenant  shall  not  cause  or allow to be  caused  on or about  the
Premises any Hazardous  Environmental  Condition (as hereinafter  defined),  and
Tenant shall not store,  manufacture,  dispose of, process, keep, or maintain at
the Premises any  substance or material  whatsoever  which has the  potential of
being deemed a hazardous substance or material by any governmental  jurisdiction
or authority including,  without limitation,  the governmental  jurisdictions or
authorities   described   below  in  the   definition  of  the  term   Hazardous
Environmental Condition. Tenant and Tenant's principals shall indemnify and hold
harmless Landlord, its officers, directors,  principals,  successors and assigns
and the Property from and against any and all claims, obligations,  liabilities,
violations,  penalties,  fines,  governmental  orders,  suits, causes of action,
judgments, damages (civil, criminal or both) and all other costs and expenses of
any  nature  whatsoever  including  without  limitation  consultants'  fees  and
attorneys'  fees,  which may result from any Hazardous  Environmental  Condition
caused in connection  with  Tenant's use or occupancy of the Premises.  The term
"Hazardous Environmental Condition" shall mean any condition in, on or under the
Premises  arising  from or in  connection  with any source or cause  whatsoever,
including,  without  limitation,  the spilling,  leaking,  leaching,  migration,
discharge,  dispersal,  release or escape of smoke,  vapors, soot, fumes, acids,
alkalis,  toxic chemicals,  liquids or gases,  petroleum or petroleum  products,
waste materials or other irritants, contaminants, pollutants or other substances
of any nature into or upon land, the atmosphere,  or any water course or body of
water,  or ground water whether  sudden and accidental or over a course of time,
which  either (a) has caused or has the  potential of causing  bodily  injury or
property  damage to any person or thing or (b) is or may hereafter be designated
as a "hazardous waste",  "hazardous substance",  "regulated waste" or "regulated
substance" or any other term of similar import by any governmental  jurisdiction
with authority,  including,  without limitation, the United States Environmental
Protection Agency, the New York Department of Environmental  Conservation and/or
the Nassau County Department of Health,  which requires or may hereafter require
the development and  implementation of a remedial program,  and/or result in the
imposition of fines and/or penalties, and/or impose on the Owner of the Premises
any  obligation  whatsoever.  The  foregoing  indemnification  shall survive the
termination of this Lease, and without limiting the generality of the foregoing,
Tenant and Tenant's  principals shall indemnify and hold harmless  Landlord from
and against (i) any and all liens for remedial expenses in favor of any federal,
state and/or local  governmental  authority or municipality and (ii) any and all
legal fees and disbursements  incurred in connection with defending any suits or
proceedings pertaining to a Hazardous Environmental Condition including suits to
enforce this Article.

     C-5.02  Landlord and its employees and agents shall have the right to enter
the  Demised  Premises at any time to conduct  tests at Tenant's  expense and to
inspect the Demised Premises. The purpose of any such tests or inspections shall
be to determine the condition,  specifically the environmental condition, of the
Premises and to insure Tenant's compliance with Article C-5.01.

     Article C-6. Miscellaneous

     C-6.01 The Rentable  Square  Footage of the  Premises has been  computed by
measuring at floor level from the outside exterior walls (or, in the case of any
overhang(s)  extending  from any such  wall(s),  from the outside,  of each such
overhang at the furthest  point from said exterior wall) and, if the Premises do
not  constitute the entire  Building,  the midpoint of demising  walls,  and the
outside  (common  area side) of demising  walls  between the Premises and common
corridors and areas, if any.