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                          STANDARD FORM OF LOFT LEASE
                     The Real Estate Board of New York, Inc.
                    (C) Copyright 1982. All Rights Reserved.
                  Reproduction in whole or in part prohibited.

     Agreement of Lease, made as of this 1st day of January 1997, between 2301
JEROME AVENUE REALTY CORP., a New York Corporation having its office at 29 Agar
Street, Yonkers, NY 10701, party of the first part, hereinafter referred to as
OWNER, and COMMUNITY MEDICAL TRANSPORT, INC., a New York Corporation having its
office at 45 Morris Street, Yonkers, NY 10705

                    party of the second part, hereinafter referred to as TENANT,

     Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from
Owner the entire building identified as "Building A" on the copy of survey which
is annexed hereto and made a part hereof together with a portion of the real
property shown on said survey identified thereon as Porpoerty "A" in the
building known as 56 Worth Street, Yonkers, NY 10701, for the term of (5) years
(or until such term shall sooner cease and expire as hereinafter provided) to
commence on the 1st day of January nineteen hundred and ninety-seven, and to end
on the 31st day of December two thousand and one both dates inclusive, at an
annual rental rate of more particularly described in Article 41 of this lease,
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).

     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 installments 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 convenant
as follows:

Occupancy:

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

Use:

     2. Tenant shall use and occupy demised premises for the operation of a
transportation service business, 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 by Owner. Tenant shall, at its expense,
before making any alterations, additions, installments 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 workman's compsenation, 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 days thereafter, at Tenant's
expense, by filing the bond required by law or otherwise. All fixtures and all
paneling, partitions, railings and like installations, installed in the 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 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
any such from the premises or upon removal of other installations as may be
required by Owner, Tenant shall immediately and at its expense, repair and
restore the premises to the condition existing prior to installation 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 premises after Tenant's removal shall be deemed abandoned and
may, at the election of Owner, either be retained as Owner's property or may be
removed from the premises by Owner, at Tenant's expense.

Repairs:

     4. Owner shall maintain and repair the exterior of and the public portions
of the building. Tenant shall, throughout the term of this lease, take good care
of the demised premises including the bathrooms and lavatory facilities (if the
demised premises encompass the entire floor of the building) and the windows and
window frames and, the fixtures and appurtenances therein and at Tenant's sole
cost and expense promptly make all repairs thereto and to the building, whether
structural or non-structural in nature, caused by or resulting from the
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
servants, employees, invitees or licensees, and whether or not arising from such
Tenant conduct or omission, when required by other provisions of this lease,
including Article 6. Tenant shall also repair all damage to the building and the
demised premises caused by the moving of Tenant's fixtures, furniture or
equipment. All the aforesaid repairs shall be of quality or class equal to the
original work or construction. If Tenant fails, after ten days notice, to
proceed with due diligence to make repairs required to be made by Tenant, the
same may be made by the Owner at the expense of Tenant, and the expenses thereof
incurred by Owner shall be collectible, as additional rent, after rendition of a
bill or statement therefor. If the demised premises be or become infested with
vermin, Tenant shall, at its expense, cause the same to be exterminated. Tenant
shall give Owner prompt notice of any defective condition in any plumbing,
heating system or electrical lines located in the demised premises and following
such notice, Owner shall remedy the condition with due diligence, but at the
expense of the Tenant, if repairs are necessitated by damage or injury
attributable to Tenant, Tenant's servants, agents, employees, invitees or
licensees as aforesaid. Except as specifically provided in Article 9 or
elsewhere in this lease, there shall be no allowance to the Tenant for the
diminution of rental value and no liability on the part of the Owner by reason
of inconvenience, annoyance or injury to business arising from Owner, Tenant or
others making or failing to make any repairs, alterations, additions or
improvements in or to any portion of the building or the demised premises or in
and to the fixtures, appurtenances or equipment thereof. The provisions of this
Article 4 with respect too the making of repairs shall not apply in the case of
fire or other casualty with regard to which Article 9 hereof shall apply.

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 of any other applicable law or of 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 will 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, or the 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
thereof, or, with respect to the building, if arising out of Tenant's use or
manner of use of the demised premises or the building (including the use
permitted under the 

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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, order, 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 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 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 judgement, 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 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 execute promptly any certificate that Owner may request.

Property--Loss, Damage, Reimbursemnet, 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 the Tenant, Tenant's agents, contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the acts and omissions of any
sub-tenant, and any agent, contractor, employee, invitee or licensee of any
sub-tenant. 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 thereof 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, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the part of the premises which is usable. (c) If the demised premises are
totally damaged or rendered wholly unusable by fire or other casualty, then the
rent shall be proportionately paid up to the time of the casualty and
thenceforth shall cease until the date when the premises shall have been
repaired and restored by Owner 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 90 days after such fire or
casualty, specifying a date for the expiration of the lease, which date shall
not be more than 60 days after the giving of such notice, and upon the date
specified in such notice the term of this lease shall expire as fully and
completely as if such date were the date set forth above for the termination of
this lease and Tenant shall forthwith quit, surrender and vacate the 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 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 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 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 against the other or any one claiming
through or under each of them by way of subrogation or otherwise. The foregoing
release and waiver shall be in force only if both releasors' insurance policies
contain a clause providing that such a release or waiver shall not invalidate
the insurance. If, and to the extent, that such waiver can be obtained only by
the payment of additional premiums, then the party benefitting from the waiver
shall pay such premium within ten 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. If the whole or any part of the demised 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 Tenant shall have no claim for the
value of any unexpired term of said lease. 

Assignment, Mortgage, Etc.:

     11. 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 shall be deemed an assignment. If this leases 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, under-tenant, 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, under-tenant 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:
[Hand graphic]

     12. Rates and conditions in respect to submetering or rent inclusion, as
the case may be, to be added in RIDER attached hereto. Tenant covenants and
agrees that at all times its use of electric current shall not exceed the
capacity of existing leeders 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 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 and 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 the 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 months of the term for the purpose of showing the same to prospective
tenants and may, during said six 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 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 obligations hereunder.


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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, blue print 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 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
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 of 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 the debtor; or (2) the making by Tenant of an assignment
or 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 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 rent 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 such premises or any
part thereof be relet by the 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 re-letting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the 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 covenants for the payment of rent or additional rent; or if the
demised premises becomes vacant or deserted "or if this lease be rejected under
ss.235 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 make 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 failed to move into or take possession of the premises within
fifteen (15) 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 five (5) days notice upon Tenant specifying the nature
of said default and upon the expiration of said five (5) days, if Tenant shall
have failed to comply with or remedy such default, or if the said default or
omission complained of shall be of a nature that the same cannot be completely
cured or remedied within said five (5) day period, and if Tenant shall not have
diligently commenced during such default within such five (5) 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 (5) days' notice of
cancellation of this lease upon Tenant, and upon the expiration of said three
(3) days this lease and the term thereunder shall end and expire as fully and
completely as if the expiration of such three (3) 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 make default in the payment
of the rent reserved herein or any item additional rent herein mentioned or any
part of either or in making any other payment herein required; then and in any
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 demised premises and
remove their effects and hold the premises as if this lease had not been made,
and Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall 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 paid up to the time of such re-entry, dispossess and/or
expiration, (b) Owner may re-let the premises or 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 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 demised 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 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 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 Owner's sole judgment,
considers advisable and necessary for the purpose of re-letting the demised
premises, and the making of such alterations, 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, 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
attorney's fees, in instituting, prosecuting, or defending any such action or
proceedings, 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 five (5) days of rendition of any bill
or statement to Tenant therefor. If Tenant's lease term shall have expired at
the time of 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 Tenants 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
such controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.

No Representation 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 or the demised premises, the rents, leases, expenses of
operation or any other matter or thing affecting or related to the premises
except as herein expressly set forth and no rights, easements or licenses are
acquired by Tenant by implications 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 

<PAGE>

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, never-
theless, to the terms and conditions of the 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 had 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 the premises are substantially ready for Tenant's occupany.
If permission is given to Tenant to enter into the possession of the demised
premises or to occupy 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 occupancy shall be deemed to be under all the terms, covenants,
conditions and provisions of this lease, except as to the covenant to pay the
rent. 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 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 demised 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 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 surrender of the
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 counter claim 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 said premises,
and any emergency statutory or any other statutory remedy. It is further
mutually agreed that in the event Owner commences any summary proceeding or
action for possession including a summary proceeding for possession of the
premises, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding.

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 this 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 repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures or other materials if Owner is prevented or delayed from so doing by
reason of strike or labor troubles or any cause whatsoever beyond Owner's sole
control including, but not limited to, government preemption in connection with
a National Emergency 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 of suply and demand which have been or are affected, either directly
or indirectly, by war or other emergency.

Bill 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 Tenant constitutes Owner to be the
sole judge) Owner may install a water meter and thereby measure Tenant's water
consumption for all purposes. Tenant shall pay Owner for the cost of the meter
and the cost of installation, thereof and 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 default of which
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 on default
in making 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, levy or charge which now or
hereafter is assessed, imposed or a lien upon the demised premises or the realty
of which they are part pursuant to law, order or regulation made or issued in
connection with the use, consumption, maintenance or supply of water, water
system or sewage or sewage connection or system. 

Sprinklers: [Hand arrow graphic]

     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,
or 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 any said Exchange 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 the sum
of $_________, on the first day of each month during the term of this lease, as
Tenant's portion of the contract price for sprinkler supervisory service.

Elevators, Heat, Cleaning:

     31. Tenant shall, at Tenant's expense, keep the demised premises, including
the windows, clean and in order, to the satisfaction of Owner, and for that
purpose shall employ the person or persons, or corporation 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
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,
elevator, plumbing and electric systems, when necessary, by reason of accident,
or emergency, or for repairs, alterations, replacements or improvements, in the
judgment of Owner desirable or necessary to be made, until said repairs,
alterations, replacements or improvements shall have been completed. If building
of which the demised premises are a part supplies manually operated elevator
service, Owner may proceed with alterations necessary to substitute automatic
control elevator service upon (10) day written notice to Tenant without in any
way affecting the obligations of Tenant hereunder, provided that the same shall
be done with the minimum amount of inconvenience to Tenant, and Owner pursues
with due diligence the completion of the alterations.

<PAGE>

Security: [Hand arrow graphic]

     32. Tenant has deposited with Owner the sum of $22,510, as security for the
faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, 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 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 convenants 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.

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 released of all covenants and
obligations of Owners hereunder, and it shall be deemed and construed without
further agreement between the parties, 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 (except such portion thereof as is covered by specific hours in
Article 31 hereof), Sundays and all days observed by the State or Federal
Government as legal holidays and designated as holidays by the applicable
building service union employee service contract or by the applicable Operating
Engineers contract with respect to HVAC service.

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, 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 Rule or
Regulation hereafter made or adopted by Owner or Owner's agents, the parties
hereto agree to submit the question of the reasonableness of such Rule or
Regulation 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 Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon the Owner within ten (10) 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. Owner shall replace, at the expense of the Tenant, any and all plate
and other glass damaged or broken from any cause whatsoever in and about the
demised premises. Owner may 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 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 has 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 accomodation to Tenant, Owner shall place
upon the directory board in the lobby of the building, one or more names of
persons other than Tenant, such directory board listing shall not be construed
as the consent by Owner to an assignment or subletting by Tenant to such person
or persons.

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. 

-----------------------------------------------------
[Hand arrow graphic] Space to be filled in or deleted. 

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:
                                   2301 JEROME AVENUE RELATY CORP.  [CORP. SEAL]
                                   .................................

                                   By /s/ [ILLEGIBLE]
 ..............................     .................................[L.S]

Witness for Tenant:
                                   COMMUNITY MEDICAL TRANSPORT, INC.[CORP. SEAL]
                                   .................................

/s/ [ILLEGIBLE]                    By /s/ [ILLEGIBLE]
 ..............................     .................................[L.S]

<PAGE>


                        RIDER TO LEASE AGREEMENT BETWEEN
                  2301 JEROME AVENUE REALTY CORP., AS OWNER AND
                  COMMUNITY MEDICAL TRANSPORT, INC., AS TENANT,
                    DATED AS OF THE 1ST DAY OF JANUARY, 1997



41.  The annual rent for the first year of the term of this lease is $120,000.
     and shall be paid in monthly installments of $10,000.

     The annual rent for the second year of the term of this lease is $123,600.
     and shall be paid in monthly installments of $10,300.

     The annual rent for the third year of the term of this lease is $127,308.
     and shall be paid in monthly installments of $10,609.

     The annual rent for the fourth year of the term of this lease is
     $131,227.24 and shall be paid in monthly installments of $10,927.27.

     The annual rent for the fifth year of the term of this lease is $135,061.08
     and shall be paid in monthly installments of $11,255.09.

42.  In addition to the rent required to be paid by Tenant pursuant to the terms
     of this lease, Tenant shall pay as additional rent the real property taxes
     attributable to the demised premises over and above the 1996 county real
     property tax and the 1996/1997 city real property tax. For purposes of this
     Article, real property taxes shall be determined by applying the tax rate
     adopted by the City of Yonkers for the annual City tax and by the County of
     Westchester for the annual County tax to the assessed valuation of the
     building on the demised premises as established by the city assessor, and
     to the assessed valuation for the land as established by the city assessor,
     on a pro rata basis. Upon the issuance of any tax bill for the real
     property of which the demised premises are a part, Owner shall cause to be
     prepared a written statement setting forth the real property taxes
     allocable to the demised premises and the manner in which the amount due
     from Tenant was calculated. The amount set forth on said statement shall
     constitute the additional rent required to be paid to Owner by Tenant
     pursuant to the terms of this Article. Such payment shall be made on or
     before the expiration of seven (7) days from the delivery to Tenant of the
     statement setting forth the calculation of the amount due hereunder.

43.  In the event Owner has not received payment of the rent due on the first of
     each month on or before the expiration of the seventh (7th) day of such
     month, Tenant shall be liable for the payment to Owner, as additional rent,
     a sum equal to five (5%) percent of the payment due for such month.

44.  Tenant agrees that he will not withhold the payment of any rent in the
     event of any dispute between the parties.

45.  The parties agree that Friedland Realty, Inc. is the broker entitled to be
     paid a commission in connection with this lease. Owner agrees to pay the
     commission earned by said broker pursuant to a separate agreement. Owner
     and Tenant each represents that it has not dealt with any other broker in
     connection with this transaction and shall indemnify and defend each other
     against any costs, claims and expenses, including reasonable attorneys'
     fees, arising out of the breach by either of such representation and
     agreement.

46.  Supplementing any similar provisions set forth in Articles 1 through 40 of
     this lease, Tenant agrees as follows:

     a)   to pay for the cost of all electricity, gas, fuel oil and water
          required to be used by Tenant during the term of this lease and to
          file with the entity providing such utilities and services any
          documents required to be filed in order to have Tenant billed directly
          for same.

     b)   to pay for the cost of heating and cooling the demised premises;

     c)   to make all repairs to the demised premises including the roof and
          including the underground pipes and conduits which are part of the
          plumbing, heating, electrical and water systems servicing the demised
          premises; notwithstanding the foregoing, Tenant shall not be
          responsible for structural repairs unless the same are caused by
          Tenant's gross negligence;

   
<PAGE>


     d)   to maintain and repair any sidewalk abutting the demised premises, to
          keep same clean and free of debris and to remove any snow and ice
          therefrom;

     e)   to maintain, repair or replace the boiler in the demised premises as
          may be required to keep the same in good operating condition;

     f)   to cause the boiler to be cleaned and serviced at least once each year
          during the term of this lease and provide Owner with a receipted bill
          evidencing that same was done and paid for;

     g)   to refrain from bringing on to the demised premises any hazardous,
          toxic or dangerous materials or substances unless the same are
          necessarily required for the operation of Tenants business and Tenant
          has obtained from governmental authorities having jurisdiction of same
          any permit, license or other document of like nature; (See Article 49)

     h)   to take possession of the demised premises subject to the codes,
          ordinances, rules and regulations of any governmental authority having
          jurisdiction of the premises now or hereafter in force and effect;

     i)   to take possession of the demised premises subject to any state of
          facts an accurate survey will show and subject to covenants,
          restrictions, easements and agreements of record, if any;

     j)   to cause all refuse and garbage to be removed from the premises at
          such times and in such manner as are required to keep the premises
          clean and in good order and to pay for the cost and expense of such
          removal;

     k)   to exercise such control over the demised premises as may be necessary
          to protect Owner against any liability for injury and/or damages to
          persons and/or property or liability for the violation of any law or
          other legal requirement of any governmental authority;

     l)   to obtain any policy of insurance required to be obtained and
          maintained pursuant to the terms of this lease from an insurance
          company licensed to do business in the State of New York having a
          rating by A.M. Best Co. acceptable to Owner. Tenant agrees that any
          such policy shall contain provisions that it may not be canceled,
          altered, amended or modified unless sixty (60) days' prior written
          notice of same has been given to Owner. (See Article 52).

47.  Provided Tenant has fully complied with all of the terms and conditions of
     this lease and this lease shall be then in force and effect on the
     expiration date of the original term, Tenant may elect to renew this lease
     for a period of five years upon the same terms and conditions set forth
     herein with the exception of the provisions relating to the annual rental
     rate, the payment of same and the option to renew set forth herein. The
     election to renew this lease must be made by Tenant by giving written
     notice of the exercise thereof to Owner personally or by certified mail,
     return receipt requested. In either event said notice must in fact be
     received by Owner on or before September 30,2001. In the event such notice
     is not received by Owner on or before said date, Tenant shall be deemed to
     have waived the right to renew this lease.

     The annual rent for the first year of the renewal term of this lease is
     $139,112.88 and shall be paid in monthly installments of $11,592.74.

     The annual rent for the second year of the renewal term of this lease is
     $143,286.24 and shall be paid in monthly installments of $11,940.52.

     The annual rent for the third year of the renewal term of this lease is
     $147,584.88 and shall be paid in monthly installments of $12,298.74.

     The annual rent for the fourth year of the renewal term of this lease is
     $152,012.40 and shall be paid in monthly installments of $12,667.70.

     The annual rent for the fifth year of the renewal term of this lease is
     $156,572.76 and shall be paid in monthly installments of $13,047.73.

48.  Provided Tenant is not in default of any of the terms and conditions of
     this lease, Tenant shall have the option to purchase the demised premises
     at the price and on the terms


                                       2

<PAGE>


     and conditions herein set forth. In order for the exercise of the option by
     Tenant to be valid, Tenant must give written notice of the exercise thereof
     to Owner personally or by certified mail, return receipt requested. In
     either event, such notice must in fact be received by Owner on or before
     the 31st day of December of the year in which the option is exercised.

     In the event the option is exercised during the first three years of the
     term of this lease (1/1/97 to 12/31/99), the purchase price shall be
     $1,385,000.). In the event Tenant exercises said option in the fourth year
     of the term of this lease (1/1/2000 to 12/31/2000), the purchase price
     shall be $1,440,400., a four percent increase over $1,385,000. In the event
     Tenant exercises said option in the fifth year of the term of this lease
     (1/1/2001 to 12/31/2001), the purchase price shall be $1,498,016., a four
     percent increase over $1,440,400.

     In the event Tenant exercises its option to renew this lease as provided
     for herein, Tenant shall continue to have the option to purchase the
     premises at a price which is four percent higher than the price in effect
     for the previous year.

     The contract of sale to be entered into by and between the parties shall be
     on the form of contract approved by the New York Board of Title
     Underwriters and shall contain, among other things, the following
     provisions:

     a)   The amount to be paid upon the execution of the contract shall be ten
          percent of the price and shall be held in escrow by the attorneys for
          Owner;

     b)   The balance of the purchase price shall be in the form of certified or
          bank checks payable to the order of Owner (as Seller) and shall be
          drawn on a bank or banks having locations in the State of New York.

     c)   The date of the delivery of the deed shall be the first day of the
          second month next succeeding the month in which Tenant has exercised
          its option to purchase;

     d)   The deed to be delivered shall be a bargain and sale with covenant
          deed;

     e)   Owner (as Seller) shall pay the transfer taxes required to be paid to
          the City of Yonkers and State of New York in connection with the sale.

     f)   The parties agree to execute any and all documents required to be
          executed in order to effectuate transfer of title;

     g)   Title to be given by Owner (as Seller) shall be such title as any
          title company licensed to do business in the State of New York will
          approve and insure, and shall be subject to any state of facts an
          accurate survey will show, provided such state of facts does not
          render title unmarketable, and to covenants, restrictions, easements
          and agreements of record, provided same do not prohibit or prevent the
          use of the premises as described in Article 1 of this lease.

     h)   Title shall be taken by Tenant (as Purchaser) in an "as is" condition
          and Owner (as Seller) shall not be required to make any repairs to the
          improvements on the premises.

     i)   The amount of the contract deposit shall be retained by Owner as
          liquidated damages in the event Tenant (as Purchaser) defaults in its
          performance of the terms and conditions of the contract.

     Owner agrees to deliver to Tenant, in triplicate, the proposed contract
     within five (5) business days after the receipt of the aforesaid written
     notice from Tenant exercising the option to purchase. In the event Tenant
     fails to execute said contracts and to deliver same as executed together
     with a check in the amount of the required down payment payable to the
     order of DelBello, Donnellan Weingarten & Tartaglia, LLP, as attorneys,
     within five (5) days thereafter, the exercise of the option shall be deemed
     to be null and void.

                                        3


<PAGE>


49.  COMPLIANCE WITH ENVIRONMENTAL LAWS.

     (a) For the purposes of this Lease, "Hazardous Material" means and includes
     any hazardous, toxic or dangerous waste, substance or material defined as
     such in (or for purposes of) the Comprehensive Environmental Response,
     Compensation, and Liability Act, any so-called "Superfund" or "Superlien"
     law, or any other federal, state or local statute, law, ordinance, code,
     rule, regulation, order, decree or other requirement of any governmental
     authority regulating, relating to, or imposing liability or standards of
     conduct concerning any hazardous, toxic or dangerous waste, substance or
     material, as now or at any time hereafter in effect (collectively,
     "Environmental Laws"). "Tenant's Hazardous Material" shall mean Hazardous
     Material brought onto the Real Property by Tenant or its employees, agents,
     contractors or invitees (including "Asbestos", as defined below), while
     "Owner's Hazardous Material" shall mean Hazardous Material brought onto the
     Real Property by Owner or its employees, agents, contractors or invitees.

     (b)  (i) Tenant shall comply with any and all Environmental Laws with
          respect to the use, discharge or removal of Tenant's Hazardous
          Material, shall pay immediately when due the costs of removal of
          Tenant's Hazardous Material, and shall keep the Real Property free of
          any lien imposed pursuant to Environmental Laws in connection with
          Tenant's Hazardous Material. If Tenant fails to do so, then, after
          notice to Tenant and the expiration of the earlier of (a) applicable
          cure periods hereunder, or (b) the cure period permitted under the
          applicable Environmental Law, Owner may declare this Lease to be in
          default and/or cause the demised premises, the Building and the Real
          Property to be freed from the Tenant's Hazardous Material with the
          competitive, actual cost of the removal to be paid by Tenant as Rent
          (in which event Tenant shall give Owner and its agents and employees
          access to the demised premises at reasonable times on reasonable
          notice if required in connection with such removal). Owner shall have
          the right at any time (with reasonable notice and reasonable efforts
          to minimize interference with Tenant's business) to conduct an
          environmental audit of the demised premises, the Building and the Real
          Property, and Tenant shall cooperate in the conduct of such audit.
          Tenant shall defend, indemnify and save Owner harmless from and
          against all loss, cost, damage and expense (including all
          consequential damages and reasonable attorneys' fees and costs)
          asserted or proven against Owner as a result of any claim in
          connection with Tenant's Hazardous Material. The foregoing
          indemnification shall survive any termination or expiration of this
          Lease.

          (ii) Owner shall comply with any and all Environmental Laws with
          respect to the use, discharge or removal of Owner's Hazardous
          Material, shall pay immediately when due the cost of removal of
          Owner's Hazardous Material, and shall keep the Real Property free of
          any lien imposed pursuant to Environmental Laws in connection with the
          Owner's Hazardous Material. Owner shall defend, indemnify and save
          Tenant harmless from and against all loss, cost, damage and expense
          (including all consequential damages and reasonable attorneys' fees
          and costs) asserted or proven against Tenant as a result of any claim
          in connection with Owner's Hazardous Material. The foregoing
          indemnification shall survive any termination or expiration of this
          Lease. Owner represents and warrants that as of the date hereof there
          is no Asbestos in the Real Property.

     (c) Tenant shall not install or permit to be installed in the demised
     premises, the Building or the Real Property, friable asbestos or any
     substance containing asbestos (collectively, "Asbestos"), and shall
     promptly, at Tenant's expense, either (a) remove any such Asbestos which
     Environmental Laws deem hazardous and require to be removed or (b)
     otherwise comply with Environmental Laws in connection with such Asbestos.
     If Tenant shall fail to so remove or otherwise comply after the applicable
     cure period, Owner may declare this Lease to be in default and/or do
     whatever is reasonably necessary to eliminate such Asbestos from the
     demised premises, the Building or the Real Property, or otherwise comply
     with the applicable Environmental Laws, and the reasonable cost thereof
     shall be paid by Tenant as Rent. Following such failure by Tenant and upon
     Owners request, Tenant shall give Owner and its agents and employees access
     to the demised premises in order to remove such Asbestos if Owner so
     desires. Tenant shall defend, indemnify and save Owner harmless from all
     costs and expenses (including all consequential damages and reasonable
     attorneys' fees and costs) asserted or proven against Owner by any party as
     a result of any claim in connection with such Asbestos. The foregoing
     indemnification shall survive any termination or expiration of this Lease.
     Owner represents and warrants that as of the date hereof there is no
     Asbestos in the Real Property.


                                        4
<PAGE>


     (d) Tenant hereby agrees to indemnify Owner (and its successors and
     assigns) and hold Owner (and its successors and assigns) harmless from and
     against all claims, demands, losses, costs, damages, liabilities, fines,
     penalties, charges, administrative and judicial proceedings and orders,
     judgments, remedial action requirements, enforcement actions of any kind,
     and all costs and expenses of every kind and nature whatsoever (including,
     but not limited to, reasonable attorneys' fees and expenses, whether at
     trial level or on appeal) which Owner (or its successors or assigns) shall
     or may, at any time, sustain or incur by reason of, in connection with,
     arising from or otherwise relating to any one of the following conditions:

          (i) any breach of the representations, warranties or covenants set
          forth, respectively, in subparagraphs (b) and (c) above, or

          (ii) the presence in, on or under the demised premises of any Tenant's
          Hazardous Materials, or any release, discharge or removal of any
          Tenant's Hazardous Materials on, under or from the demised premises,
          or

          (iii) any activity carried on or undertaken on or off the demised
          premises, prior to, during or after the term of this Lease, by Tenant
          or any employees, agents, contractors or subcontractors of Tenant or
          any third persons occupying or present on the demised premises with
          Tenant's authorization, in connection with the handling, treatment,
          removal, storage, decontamination, cleanup, transport or disposal of
          any Hazardous Materials, or

          (iv) the presence of Asbestos in the demised premises (if installed or
          permitted by Tenant to be installed in the demised premises) or any
          activity carried on or undertaken on the demised premises (unless such
          activity is not related to Asbestos installed or permitted to be
          installed by Tenant in the demised premises or is not carried on or
          undertaken by Tenant or its contractors, agents, employees, subtenants
          or licensees) in connection with the elimination and removal of
          Asbestos from the demised premises or to otherwise comply with
          applicable Environmental Laws concerning Asbestos on the demised
          premises, or

          (v) the filing of any lien by or on behalf of any regulatory authority
          relating to the existence or removal of any Tenant's Hazardous
          Material related to the demised premises, or

          (vi) the failure of Tenant to comply in all respects with any
          Environmental Law.

     The foregoing indemnity shall further apply to any residual contamination
     on or under the Real Property or contamination affecting any natural
     resources or any other property arising in connection with the generation,
     use, handling, storage, transport or disposal of Tenant's Hazardous
     Materials, and irrespective of whether any of such activities were or will
     be undertaken in accordance with Environmental Laws.

     (e) Tenant agrees to pay, reimburse or make whole any loss that Owner may
     suffer as a result of the occurrence of any of the conditions described in
     (i) through (vi) hereinabove as and when such loss is incurred by Owner.

     (f) Owner represents and warrants that as of the date hereof the Real
     Property does not violate any Environmental Laws. Owner hereby agrees to
     indemnify Tenant (and its successors and assigns) and hold Tenant (and its
     successors and assigns) harmless from and against all claims, demands,
     losses, costs, damages, liabilities, fines, penalties, charges,
     administrative and judicial proceedings, orders, judgments, remedial action
     requirements, enforcement actions of any kind, and all costs and expenses
     of every kind and nature (including, but not limited to, reasonable
     attorneys' fees and expenses, whether at trial level or on appeal) which
     Tenant (or its successors or assigns) shall or may, at any time, sustain or
     incur as a result of a breach by Owner of such representation and warranty.

     (g) The liability of either party under this Article shall in no way be
     limited, impaired or otherwise affected by any amendment or modification of
     the provisions of this Lease.

     (h) Each party covenants and agrees to pay all fees and expenses, including
     reasonable attorneys' fees and expenses and court costs, which may be
     incurred


                                       5
<PAGE>


     by the other party, its successors or assigns, in enforcing any of the
     terms or provisions of this Article, in addition to all other amounts due
     hereunder.

          (i) The indemnifications and other covenants and terms contained in
          this Article shall survive in perpetuity, notwithstanding any
          termination or expiration of this Lease.

50.  Tenant acknowledges having received from Owner a copy of the certificate of
     occupancy issued on March 28, 1995. Tenant further acknowledges that a new
     certificate of occupancy would be required for its use of the premises.
     Tenant agrees, at its own cost and expense, to immediately proceed in a
     diligent and expeditious manner with the filing of any and all documents
     and the payment of any and all fees required to be filed and paid and to
     take whatever additional steps as may be required by the Codes and
     Ordinances of the City of Yonkers and the rules and regulations of the
     Department of Housing and Buildings in order to obtain such certificate of
     occupancy. This lease is contingent upon the issuance of such certificate
     to Tenant and shall not be deemed effective until the date such certificate
     is in fact issued. Tenant, however, shall be obligated to pay rent for the
     period commencing January 1, 1997, which date shall be deemed to be the
     commencement date of the term of this Lease. In the event, however, such
     certificate is not issued to Tenant on or before the 20th day of May, 1997,
     this lease shall terminate and be of no further force and effect as between
     the parties

51.  In the event Owner receives a bonafide offer from a third party to purchase
     all of the premises shown on the attached sketch, including that portion
     marked "NOT INCLUDED AS PART OF THE DEMISED PREMISES", Owner shall give
     written notice to Tenant of the receipt of such bonafide offer and the
     terms and conditions set forth therein personally or by certified mail,
     return receipt requested. Tenant shall thereupon have ten (10) days within
     which to give written notice that Tenant will purchase the premises on the
     same terms and conditions as set forth in said offer in such manner that
     Owner will have received such notice within said ten (10) day period.

52.  In the event Tenant's use of the demised premises results in an increase in
     the premium on Owner's policy of fire insurance, the difference between the
     amount of the premium ordinarily charged and the amount of the premium
     charged as a result of Tenant's use shall be deemed additional rent and
     shall be due and payable by Tenant on or before the expiration of ten (10)
     days after receipt by Tenant of a written notice from Owner setting forth
     the amount of such additional rent and the manner in which such amount was
     calculated.

53.  Supplementing Article 32 of this lease, it is agreed by and between the
     parties that Owner shall not be required to keep the security deposit in an
     interest bearing account and that Owner may, upon the delivery to Tenant, a
     written notice of Owner's intention to do so together with the personal
     guarantee of Thomas Abruzese and Michael Abruzese hereinafter described,
     invade the security deposit, provided the funds taken from said deposit
     shall be used for the maintenance of the demised premises. The guarantee
     herein described shall provide for the repayment of said funds to the
     security deposit upon the failure of Owner to do so.

54.  Supplementing articles 17, 36, 42 and 47 of this Lease, the time period set
     forth in each of said articles shall be increased to a period of time
     consisting of ten (10) business days in lieu of the time set forth in said
     articles.

55.  Wherever the term "City of New York" appears in this Lease, it shall be
     deemed to mean the City of Yonkers.


                                        2301 JEROME AVENUE REALTY CORP.


                                        By:  /s/  Michael J. Abruzese
                                             -----------------------------



                                        COMMUNITY MEDICAL TRANSPORT, INC.


                                        By:  /s/  [ILLEGIBLE]
                                             -----------------------------



                                       6 


<PAGE>
                                   ADDENDUM
                                   --------


Re: Lease amendment 56 Worth Street Yonkers, NY

     This is an addendum to the original lease for 56 Worth Street in Yonkers, 
NY. Whereas the certificate of occupancy has not been obtained prior to January
1, 1997, the facility could not be used for the purposes needed by Community. In
consideration for the work to be completed, it is hereby agreed that the terms
of the lease be amended as follows.

     It is hereby agreed that the lease is amended to begin July 1, 1997, and 
the term is amended from 5 years (January 1, 1997 - December 31, 2001) to 4 
years and 9 months (July 1, 1997 - March 31, 2002). However, should the 
certificate of occupancy be obtained prior to July 1, 1997, then CMTI will pay
rent for the number of days the certificate of occupancy is obtained prior to 
July 1, 1997 on a monthly pro-rata basis using $10,000 per month.

     It is hereby agreed that CMTI will pay landlord an additional $30,000 
payable at a rate of $2,500 per month for the first twelve months (July 1997 to
June 1998).

     It is hereby agreed that the annual rent increases are to begin on April 1 
of each year. The monthly rent payments (excluding the additional $30,000) shall
be paid as follows:

     July 1, 1997 - March 31, 1998      $10,000.00
     April 1, 1998 - March 31, 1999     $10,300.00
     April 1, 1999 - March 31, 2000     $10,609.00
     April 1, 2000 - March 31, 2001     $10,927.27
     April 1, 2001 - March 31, 2002     $11,255.09

     It is hereby agreed that 1/2 the costs incurred by CMTI in connection with 
Architects fees will be reimbursed to CMTI by the landlord.

     All other terms of the original agreement remain unchanged.



/s/ Michael Abruzese                         /s/ Dean L. Sloane
--------------------                         ------------------
Michael Abruzese                             Dean L. Sloane
2301 Jerome Avenue Realty Corp.              Community Medical Transport, Inc.