prospective  lessees  of the  Premises,  (b) to  conduct  such
                  activities as are necessary or desirable for the operation and
                  maintenance   of,  and  to  make  repairs,   alterations   and
                  improvements  in, the  Premises  and/or the Building and their
                  respective  systems,  facilities and equipment,  (c) to remove
                  any violation of Law noted or issued against the Building, the
                  Premises  or any part  thereof,  and (d) to read and  maintain
                  utility meters located therein. Any entry by Landlord shall be
                  made on reasonable  advance oral or written notice,  except in
                  emergency  situations.  Landlord  shall  have a pass  key  (or
                  similar  entry device) to the Premises and shall be allowed to
                  bring materials and equipment into the Premises as required in
                  connection  with  maintenance,  repairs and alterations of the
                  Premises and/or  Building  without any liability to Tenant and
                  without any reduction of Tenant's obligations.  If, during the
                  last  month  of  the  Term,   Tenant  has   removed   all  or.
                  substantially  all of  Tenant's  Property  from the  Premises,
                  Landlord,  without notice to Tenant, may immediately enter the
                  Premises and alter,  renovate  and decorate the same,  without
                  liability   to  Tenant  and  without   reducing  or  otherwise
                  affecting Tenant's  obligations  hereunder.  In exercising its
                  rights under this Section 12.6,  Landlord shall use reasonable
                  efforts  to avoid  unreasonable  interference  with the normal
                  conduct of Tenant's business in the Premises.

                                  ARTICLE XIII

                                  SUBORDINATION

                           SECTION  13.1  Subordination.  This  Lease,  and  all
                   rights of Tenant under it, are subordinate and subject to all
                   present and future ground,  master or operating leases of the
                   Building  and/or the  Premises,  and any and all  present and
                   future  mortgages,   security  interests  or  other  security
                   documents upon or affecting the Building and/or the Premises,
                   and  to   all   advances   thereunder   and   all   renewals,
                   replacements,  modifications,  amendments, consolidations and
                   extensions thereof (all of the foregoing,  collectively,  the
                   "Senior  Interests," and holders of Senior Interests shall be
                   referred to as "Senior Interest Holders"),  unless any Senior
                   Interest  Holder elects,  by written  notice to Tenant,  that
                   this Lease shall be superior to its lease or  mortgage.  This
                   Section   13.1  shall  be   self-operative   and  no  further
                   instrument   of   subordination   shall   be   required.   In
                   confirmation  of such  subordination,  Tenant shall within 20
                   days of demand therefor execute,  acknowledge and deliver any
                   instrument  that Landlord,  any Senior Interest Holder or any
                   of their  respective  successors in interest may (in the form
                   required by the Senior Interest  Holder  requesting the same)
                   request to evidence such  subordination.  Landlord represents
                   and  warrants  that as of the date hereof there are no Senior
                   Interests affecting the Building.

             SECTION 13.2 Attornment. Any Senior Interest Holder who
                                        ----------
succeeds  to the rights of  Landlord  under  this  Lease,  whether1999,  between
TREMONT  CAPITAL  CORP.,  a Texas  corporation,  having an office c/o  Fairfield
Financial Group, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, hereinafter
called  "Landlord,"  and  REDSTONE  SECURITIES,  INC., a having an office at 101
Fairchild Avenue, Plainview, New York 11803, hereinafter called

"Tenant."1/4


                  BASIC LEASE PROVISIONS:

                  The following provisions shall be referred to in this Lease as
the Basic Lease Provisions. In the event of any conflict between any Basic Lease
Provision and the balance of the Lease, the latter shall control.

                   1.      Location of Premises:
                  A portion of the Seventh Floor depicted on Exhibit "A"
                   2.      Rentable Area of
         Premises: 5,083 rentable square feet
                   3.      Percentage Share:                  1.80%
                   4.      Term:                               Five (5) years
                   5.      Renewal Option:    One five (5) year renewal option.
6.       Basic Annual Rent:
Year 1: $86,411.00 per annum ($17.00 per square foot),  payable in equal monthly
installments of $7,200.92

Year 2: $86,411.00 per annum ($17.00 per square foot),  payable in equal monthly
installments of $7,200.92

Year 3:  $87,681.75 per annum (17.25 per square foot),  payable in equal monthly
installments of $7,306.82

Year 4: $88,952.50 per annum ($17.50 per square foot),  payable in equal monthly
installments of $7,412.71

Year 5: $90,223.25 per annum ($17.75 per square foot), payable in equal

                  through  exercise  of  remedies  or by  operation  of law,  is
                  sometimes referred to herein as a "Successor Landlord". Upon a
                  Successor  Landlord's  succession  to the  rights of  Landlord
                  under this  Lease,  at the option of the  Successor  Landlord,
                  Tenant shall attorn to and recognize the Successor Landlord as
                  Tenant's  landlord under this Lease and shall promptly execute
                  and  deliver any  additional  instrument  that such  Successor
                  Landlord may  reasonably  request to evidence the  attornment.
                  Upon  attornment,  this Lease shall continue in full force and
                  effect and as a direct lease  between the  Successor  Landlord
                  and Tenant upon all of the terms,  conditions and covenants as
                  are set forth in. this Lease,  except however,  such Successor
                  Landlord  shall  not be (a)  liable  for any  previous  act or
                  omission  or  negligence  of Landlord  under this  Lease;  (b)
                  subject  to  any  counterclaim,   defense  or  offset,   which
                  theretofore shall have accrued to Tenant against Landlord; (c)
                  bound by any previous  modification or amendment of this Lease
                  or by any previous  prepayment  of more than one month's rent,
                  unless  such   modification  or  prepayment  shall  have  been
                  approved in writing by the Senior Interest  Holders through or
                  by reason of which the Successor Landlord shall have succeeded
                  to the rights of Landlord under this Lease; (d) liable for any
                  security deposited pursuant to this Lease unless such security
                  has  actually  been  delivered  to  successor  Landlord;   (e)
                  obligated  to repair the  Premises or the Building or any part
                  thereof,  in the event of total or  substantial  total  damage
                  beyond such repair as can reasonably  be.accomplished from the
                  net proceeds of insurance actually made available to Successor
                  Landlord;  or (f)  obligated  to repair  the  Premises  or the
                  Building  or  any  part  thereof,  in  the  event  of  partial
                  condeirination   beyond  such  repair  as  can  reasonably  be
                  accomplished  from the net proceeds of any award actually made
                  available  to Successor  Landlord,  as  consequential  damages
                  allocable  to the part of the  Premises  or the  Building  not
                  taken.  Nothing  contained  in  this  Section  13.2  shall  be
                  construed to impair any right or remedy otherwise  exercisable
                  by any such owner, holder or lessee.

                  SECTION 13.3 Estoppel Statements. Tenant shall, within 10 days
                  following  receipt of  Landlord's  request to do so,  execute,
                  acknowledge  and deliver to  Landlord a  statement  in writing
                  certifying  to those  facts for which such  certification  has
                  been requested by Landlord or any current  purchaser or Senior
                  Interest Holder,  including without limitation,  that (a) this
                  Lease is unmodified  and in full force and effect (or if there
                  have been  modifications,  that the same is in full  force and
                  effect as modified and describing all such modifications), (b)
                  the dates to which  Rent,  Additional  Rent and other  charges
                  payable  hereunder  have been paid, if any, and Cc) whether or
                  not to the best knowledge of Tenant, Landlord is in default in
                  the  performance  of any  covenant,  agreement,  obligation or
                  condition  contained in this Lease and, if so,  specifying  in
                  reasonable  detail each such  default of which Tenant may have
                  knowledge.  Any statement delivered by Tenant pursuant to this
                  Section  may be  relied  upon by any  current  or  prospective
                  purchaser of the Building,  any Senior Interest Holder and any
                  assignees thereof.

                            SECTION   13.4   Attorney-In-Fact.   Tenant   hereby
                  constitutes and appoints Landlord  attorney-in-fact for Tenant
                  to execute any deliver any instruments and/or documents for or
                  on behalf of Tenant which are provided under this Article XIII
                  or otherwise in this Lease,  such  appointment  being  coupled
                  with an interest.

                                   ARTICLE XIV

                            ASSIGNMENTS AND SUBLEASES

                            SECTION 14.1 Prohibition. Tenant shall not mortgage,
                  pledge,  encumber or otherwise  hypothecate  this Lease or the
                  Premises or any part thereof in any manner whatsoever  without
                  complying  with the  provisions  of this Article  XIV.  Tenant
                  shall not, whether voluntarily, involuntarily, by operation of
                  law or otherwise: (a) assign or otherwise transfer this Lease,
                  or (b) sublet the  Premises or any part  thereof or permit the
                  Premises  to be used or  occupied  by one (1) or more  Persons
                  other than Tenant, without in each instance strictly complying
                  with the requirements of this Article XIV.

                  SECTION 14.2 Corporate and Partnership Transactions. If Tenant
                  is a  corporation,  a  dissolution  of  the  corporation  or a
                  transfer  (by one or more  transactions)  of a majority of the
                  voting stock of Tenant by one or more Persons deemed  insiders
                  within the meaning of the Securities  Exchange Act of 1934, as
                  amended (other than any  institutional  investor  holding less
                  than 15% of the  voting  stock of  Tenant  that  exercises  no
                  control over the operations or management of Tenant), shall be
                  deemed an  assignment  of this Lease  subject to this  Article
                  XIV, except that notwithstanding the foregoing,  the merger or
                  consolidation of Tenant with or into another corporation, more
                  transactions,   or  whether  one  or  more  Persons  hold  the
                  controlling interest prior to the transfer or afterwards.

                            SECTION 14.3 Landlord's  Recapture Rights.  Whenever
                  Tenant desires to sublease all or any part of the Premises for
                  any period of time, or to assign this Lease, Tenant shall give
                  notice  othereof to  Landlord,  which notice shall comply with
                  the  provisions  of Section 14.4 and shall contain a statement
                  of  the  proposed   commencement  date  of  such  sublease  or
                  assignment (the "Target Date"). The notice shall constitute an
                  offer from Tenant (the  "Offer") to  Landlord,  at  Landlord's
                  option,   exercisable  in  Landlord's  sole   discretion,   to
                  terminate  this Lease as to all of the  Premises  or such part
                  thereof  which  Tenant  desires  to  sublease.   Landlord  may
                  exercise this option by notice to Tenant at any time within 30
                  Business Days after  receipt of the Offer,  and during this 30
                  Business  Day period,  Tenant shall not sublet the Premises or
                  assign the Lease to any  Person.  The Target Date shall be not
                  earlier  than 90 days and not  later  than 365 days  after the
                  date  of the  Offer.  If  Landlord  exercises  its  option  to
                  terminate this Lease,  then this Lease shall  terminate on the
                  Target  Date set  forth in such  Offer.  The  Rents  shall .be
                  prorated and paid through the  termination  date.  If Landlord
                  does not exercise its option to terminate  this Lease,  Tenant
                  may  sublease  the  Premises  or assign the  Lease;  provided,
                  however,  that  (a)  Tenant  must  obtain  Landlord's  consent
                  pursuant to Section 14.4,  (b) the  commencement  date of such
                  sublease or  assignment  shall not be earlier  than the Target
                  Date set forth in such Offer and

(c) Tenant must comply with the applicable provisions of this Article XIV.

                          SECTION 14.4 Consent by Landlord. Tenant may not enter
                   into any  sublease or  assignment  without the prior  written
                   consent of Landlord,  which consent shall not be unreasonably
                   withheld,  delayed  or  conditioned.  Whenever  Tenant  seeks
                   Landlord's  consent  under this  Section  14.4,  Tenant shall
                   request the consent of Landlord in writing;  and such request
                   shall be accompanied  by, in addition to those items required
                   by  Section  14.3,  (a) an  executed  copy  of  the  proposed
                   sublease or  assig-nment  as to which  Landlord's  consent is
                   sought and, in the case of an assignment, an executed copy of
                   the  assumption  agreement  required by Section  14.5,  (b) a
                   statement  setting forth in reasonable detail the identity of
                   the proposed  sublessee or assignee,  as the case may be, and
                   the nature of its business, (c) financial statements or other
                   evidence,   reasonably   satisfactory  to  Landlord,  of  the
                   financial condition of the proposed sublessee or assignee and
                   all other current  financial  information with respect to the
                   proposed  sublessee or assignee in Tenant's  possession,  and
                   (d) any other information reasonably requested by Landlord.

                  SECTION 14.5 Miscellaneous.  No assignment of this Lease shall
                  be valid or  binding  on  Landlord  unless  and  until (i) the
                  assignee  executes  arid  delivers to Landlord an agreement in
                  form and  substance  satisfactory  to  Landlord,  whereby  the
                  assignee  assumes  and  agrees  to be  bound  by  all  of  the
                  provisions of this Lease and to perform all of the obligations
                  of  Tenant  hereunder  and  (ii)  Tenant  pays to  Landlord  a
                  commission equal to the standard Long Island brokerage fee for
                  a  similar  transaction.  Notwithstanding  any  assignment  or
                  sublease to any other Person, Tenant shall remain fully liable
                  for the  payment of Rents and for the  performance  of all the
                  other  obligations of Tenant  contained in this Lease. Any act
                  or omission of an assignee or subtenant or any Person claiming
                  under or through any of them that violates this Lease shall be
                  deemed a violation  of this Lease by  Tenant..  The consent by
                  Landlord  to any  assignment  or  sublease  shall not  relieve
                  Tenant or any Person  claiming  through or under Tenant of the
                  obligation to obtain the consent of Landlord,  pursuant to the
                  provisions  of this Article XIV, to any future  assignment  or
                  sublease.  If  Landlord  declines  to give its  consent to any
                  proposed  assignment  or sublease  under  circumstances  where
                  Landlord is entitled to do so under this Lease, or if Landlord
                  exercises any of its options under Section 14.3.  Tenant shall
                  indemnify,  defend (with counsel  reasonably  satisfactory  to
                  Landlord) and hold Landlord  harmless against and from any and
                  all loss,  liability,  damages,  costs and expenses (including
                  reasonable  attorneys' fees and disbursements)  resulting from
                  any claims  that may be made  against  Landlord  by any Person
                  that claims it was damaged by  Landlord's  actions,  including
                  any  proposed  assignee or  sublessee,  or any broker or other
                  Person  claiming  a  commission  or  similar  compensation  in
                  connection with the proposed assignment-or sublease.

                            SECTION 14.6 Additional  Charges.  If Landlord shall
                  consent to any assignment or subletting of this Lease,  Tenant
                  shall,  in  consideration  theref  or,  pay to.  Landlord,  as
                  Additional Rent, an amount equal to 100% of the net profits of
                  such transaction which amount shall be paid to Landlord within
                  10 days of Tenant's receipt thereof.

                                   ARTICLE XV

                                     DEFAULT

             SECTION 15.1 Events of Default. The following shall be
                                                       -----------------
                  deemed events of default ("Events of Default"):

                            (a) If Tenant  shall fail to pay any portion of Base
                  Rent or  Additional  Rent  when  due and  such  failure  shall
                  continue for 5 days;

                  (b) If Tenant shall fail to observe and perform any  provision
                  of this Lease (other than those specifically mentioned in this
                  Section  15.1) to be observed or  performed by Tenant and such
                  failure continues for 15 days after notice thereof by Landlord
                  to Tenant,  unless, if the nature of such failure is such that
                  it cannot  reasonably be cured within such 15 day period,  (i)
                  within that aforesaid 15 day period Tenant  notifies  Landlord
                  that it intends to cure such failure and actually commences to
                  cure  such  failure,  and (ii)  Tenant  thereafter  diligently
                  proceeds to complete such cure within a reasonable time not to
                  exceed 90 days;

                          (c) If, in violation of Article XIV,  this Lease shall
                   be  hypothecated  or  assigned  or if the  Premises  shall be
                   sublet, or if there shall be attempts at such actions;

                            (d) If Tenant shall fail to execute, acknowledge and
                  deliver to Landlord any  statements  documents or  instruments
                  required under Article XIII within the time periods  specified
                  therein;

                            (e) If, in the event Tenant's obligations  hereunder
                  have been  guaranteed,  any guarantor  shall breach any of its
                  material obligations,  representations,  warranties, covenants
                  or agreements under any such guaranty of this Lease, or if any
                  case,  proceeding  or other  action  shall be  commenced by or
                  against  such  guarantor  or  Tenant  under  any  Law  of  any
                  jurisdiction,  domestic  or foreign,  relating to  bankruptcy,
                  insolvency, reorganization or relief of debtors;

                            (f)  If  the   Premises.shall   become  deserted  or
                  abandoned  for a period  of 10  consecutive  days or if Tenant
                  fails .to take occupancy of the Premises within 30 days of the
                  Commencement  Date,  it being agreed that the fact that any of
                  Tenant's  Property  remains  in  the  Premises  shall  not  be
                  evidence  that  Tenant  has  not  deserted  or  abandoned  the
                  Premises.

                          SECTION 15.2 Remedies and Damages.

                            15.2.1 Termination. If any of such Events of Default
                  shall have  occurred,  Landlord  may, at any time  thereafter,
                  give  notice to Tenant  stating  that this  Lease and the Term
                  shall automatically expire and terminate on the date specified
                  in such notice, which date shall be 2 days after the giving of
                  such  notice,  and upon the  expiration  of such 2 day period,
                  this  Lease and the Term and all  rights of Tenant  under this
                  Lease shall automatically  expire and terminate as if the date
                  on which such 2 day period  expires were the  Expiration  Date
                  herein definitely fixed, and Tenant immediately shall quit and
                  surrender the Premises to Landlord.

                  15.2.2 Surrender and Re-Entry. If (a) Tenant shall fail to pay
                  Base Rent or  Additional  Rent when due and such failure shall
                  continue  for 5 days after  notice  thereof  from  Landlord to
                  Tenant,  or (b) this  Lease  shall  expire  and  terminate  as
                  provided in Section 15.1,  then,  in either such case,  Tenant
                  shall  immediately quit and peacefully  surrender the Premises
                  to Landlord,  and Landlord and its agents may immediately,  or
                  at any time  thereafter,  without further notice,  reenter the
                  Premises,  either  by  summary  proceedings  or by  any  other
                  applicable  action or proceeding or otherwise,  and remove all
                  Persons and property from the Premises.  The terms  "reenter,"
                  "re-entry" or  "re-entered" as used in this Lease shall not be
                  deemed to be restricted to their technical legal meanings.

                            If (a) Landlord  shall have  re-entered the Premises
                    as provided in this Section 15.2.2,  or (b) this Lease shall
                    have  terminated  and expired as provided in Section 1 5. 1,
                    then,  in either such case,  Landlord may relet the Premises
                    from  time to  time,  .either  in the  name of  Landlord  or
                    otherwise, to such tenant or tenants, for such term or terms
                    ending  before,   on  or  after  the  then  next  succeeding
                    Expiration  Date,  at such  rental or rentals  and upon such
                    other conditions (that may include concessions and free rent
                    periods) as Landlord may  determine in its sole and absolute
                    discretion;  provided,  however,  that Landlord shall not be
                    liable for refusal or failure to relet the Premises,  or, in
                    the event of any such  relenting  or  refusal  or failure to
                    collect  any rent due upon any such  reletting,  and no such
                    refusal or failure  shall  operate to relieve  Tenant of any
                    liability  under  this  Lease or  otherwise  affect any such
                    liability.  Landlord  may make such  repairs,  replacements,
                    alterations, additions, improvements, decorations and, other
                    physical changes in and to the Premises as Landlord,  in its
                    sole  discretion,   considers   advisable  or  necessary  in
                    connection  with any such reletting or proposed  reletting.,
                    without  relieving  Tenant of any liability under this Lease
                    or otherwise affecting any such liability.

                            15.2.3  Waiver  of  Notice  and  Redemption.  Tenant
                    hereby  waives (a) the service of any notice of intention to
                    reenter; and (b) all rights of Tenant to redeem the Premises
                    or to restore the operation of this Lease after Tenant shall
                    have been  dispossessed  or ejected there from by process of
                    law or under the terms of this Lease or after any expiration
                    or  termination  of this  Lease,  whether  such  dispossess,
                    ejection, expiration or termination shall be by operation of
                    law or pursuant to the provisions of this Lease.

                            15.2.4  Damages.  If this  Lease and the Term  shall
                    terminate as provided in Section 15.2, or if Landlord  shall
                    re-enter the Premises as provided in Section  15.2.2 hereof,
                    then, in either such event:

                    o (a)  Tenant  shall  pay to  Landlord  all  Base  Rent  and
                    Additional  Rent to the date upon  which  this Lease and the
                    Term shall have expired or to the date of re-entry  upon the
                    Premises by Landlord, as the case may be;

(b)                                          Tenant also shall pay to  Landlord,
                                             as    damages,    any    deficiency
                                             ("Deficiency")  between  the  Rents
                                             for the period that otherwise would
                                             have   constituted   the  unexpired
                                             portion of the'

                  Term and the net amount,  if any, of rents collected under any
                  reletting  effected  pursuant  to the  provisions  of  Section
                  15.2.2 for any part of such period (first  deducting  from the
                  rents  collected  under any such  reletting  all of Landlord's
                  expenses in  connection  with the  termination  of this Lease,
                  Landlord's  re-entry  upon the  Premises  and  such  reletting
                  including  all  repossession  costs,.  brokerage  commissions,
                  attorneys' fees and disbursements,  alteration costs and other
                  expenses of preparing  the Premises for such  reletting);  any
                  such  Deficiency  shall  be paid in  monthly  installments  by
                  Tenant on the days  specified  in this Lease for  payment  of.
                  installments  of Base Rent, and Landlord shall be. entitled to
                  recover from Tenant each monthly  Deficiency as the same shall
                  arise, and no suit to collect the amount of the Deficiency for
                  any month  shall  prejudice  Landlord's  right to collect  the
                  Deficiency for any subsequent  month by a similar  proceeding;
                  and

                            (c) whether or not Landlord shall have collected any
                  monthly Deficiency as aforesaid, Landlord shall be entitled to
                  recover  from  Tenant,  and Tenant  shall pay to  Landlord  on
                  demand in lieu of any further Deficiency as and for liquidated
                  damages,  a sum equal to the amount by.which the Rents for the
                  period that  otherwise  would have  constituted  the unexpired
                  portion of the Term exceeds the then.fair  market rental value
                  of the Premises  for' the" same period (first  deducting  from
                  such fair market rental

o value all of Landlord's  expenses in connection with the  `termination of this
Lease,  Landlord's  re-entry  upon the.  Premises and reletting  costs,  if any,
including all repossession  costs,  brokerage  commissions,  attorney's fees and
disbursements, alteration costs and other expenses of preparing the Premises for
reletting,  but only to the extent such  expenses  have not already been paid to
Landlord  through prior court  proceedings  or  otherwise),  both  discounted to
present  value  at the  rate of 6% per  annum,  less  the  aggregate  amount  of
Deficiencies  theretofore  collected by Landlord for the same period;  provided,
however, that if, before presentation of proof of such liquidated damages to any
court,  commission or tribunal,  the Premises,  or any part thereof,  shall have
been relet by Landlord for the period that otherwise would have  constituted the
unexpired portion of the Term, or any part thereof,  the amount of rent reserved
upon. such reletting shall be deemed,  prima facie, to be the fair market rental
value for the part of the Premises so relet during the term of the reletting.

                            C Monies  Received.  Any monies received by Landlord
                            from or on behalf of Tenant  during the  pendency of
                            any proceedings between Landlord and Tenant shall be
                            deemed  paid  as   compensation   for  the  use  and
                            occupation  of the Premises,  and the  acceptance of
                            any  such  compensation  by  Landlord  shall  not be
                            deemed  an  acceptance  of Rents or a waiver  on the
                            part of Landlord of any rights hereunder.

                            SECTION   15.3   Waiver   of   Trial   by  Jury  and
                  Counterclaims. Landlord and Tenant each waive trial by jury in
                  any action,  proceeding or  counterclaim  brought by either of
                  them against the other on any matters arising out of or in any
                  way connected with this Lease,  the  relationship  of Landlord
                  and Tenant or Tenant's use or occupancy of the Premises or the
                  operation,  maintenance  or  control of the  Building.  Tenant
                  shall not interpose any  counterclaim it may otherwise  assert
                  in any summary  proceeding  whether such summary proceeding is
                  based on nonpayment of Rents or on Tenant's holding over after
                  expiration  of the  Term or on any  other  basis  pursuant  to
                  Article 7 of the Real Property  Actions and Proceedings Law of
                  the  State  of  New  York,  unless  by  not  interposing  such
                  counterclaim  Tenant  would  be  barred  from  asserting  such
                  counterclaim in a separate' action or. proceeding.

                          SECTION 15.4 Partial Payment; No Waiver. No payment by
                   Tenant or  receipt  or  acceptance  by  Landlord  of a lesser
                   amount than the full Rents due  hereunder  shall be deemed to
                   be other than a payment on account, nor shall any endorsement
                   or  statement  on any check or any  letter  accompanying  any
                   check or payment be deemed an accord  and  satisfaction,  and
                   Landlord may accept such check or payment  without  prejudice
                   to  Landlord's  right' to  recover  the  balance,  treat such
                   partial  payment  as a  default  or pursue  any other  remedy
                   provided in this Lease or at law or in equity. If at any time
                   Tenant shall pay Landlord  less than the full amount of Rents
                   then due, Landlord shall have the right to apply such payment
                   to  any  item  or  items  of  Rents  that  Landlord,  in  its
                   discretion,  deems appropriate. No consent or waiver, express
                   or  implied,  by  Tenant  or  Landlord  of any  breach of any
                   obligation of the other party shall be construed as a consent
                   or waiver to or of any other  breach of the same or any other
                   obligation.  The failure of Landlord or Tenant at any time to
                   insist upon the strict  performance  of any obligation of the
                   other or to  exercise  any right or remedy  herein  contained
                   (including  the  right to make any  demand  upon  Tenant  for
                   payment of any Additional  Rent due  hereunder)  shall not be
                   construed as a waiver or relinquishment of the performance of
                   such  obligation  or of the  right to  exercise  any right or
                   remedy in the future.  The receipt or  acceptance by Landlord
                   of Rents or the payment by Tenant of Rents with  knowledge of
                   a breach by the other  party of any term of this Lease  shall
                   not be  deemed  a  waiver  of such  breach.  The  rights  and
                   remedies of either party  provided in this Lease for a breach
                   by the  other  are  cumulative  and  not  exclusive,  and the
                   exercise by either  party of any other right or remedy it may
                   have shall not preclude the concurrent or subsequent exercise
                   of any other  right or remedy  it may have  pursuant  to this
                   Lease, at law or in equity.

                            SECTION 15.5 Right to Cure.  Landlord may, but shall
                            not be  obligated  to,  cure any  default  by Tenant
                            under this  Lease at any time  after  notice and the
                            lapse  of  any  cure  period   included  within  the
                            conditional   limitation   to  which  such   default
                            relates,

                  without giving further  notice.  Whenever  Landlord so elects,
                  all costs and expenses incurred by Landlord in curing any such
                  default,   including   attorneys'   fees  and   disbursements,
                  together'  with interest at the Interest Rate on the amount of
                  costs and  expenses  so  incurred  commencing  on the day such
                  costs  are  paid by  Landlord,  shall  be paid  by  Tenant  to
                  Landlord as Additional Rent within 20 days of demand.

              SECTION 15.6 Effect of Re-Entry. The mere re-entry or
                                         ------------------
                  taking  possession  of the  Premises by Landlord  shall not be
construed as an election to terminate this Lease.

                            SECTION  15.7  Payment of  Landlord's  Expenses  All
                    costs and expenses,  including  attorneys'  fees (whether or
                    not  legal   proceedings   are   instituted),   involved  in
                    collecting  Rents or  enforcing  the  obligations  of Tenant
                    under  this  Lease,   including  the  cost  and  expense  of
                    instituting and prosecuting  legal proceedings or recovering
                    possession  of the  Premises  after breach by Tenant or upon
                    expiration  or earlier  termination  of this  Lease,  to the
                    extent such costs and expenses have not already been paid as
                    a Deficiency or as liquidated  damages under Section  15.2.4
                    shall be due and payable by Tenant as Additional Rent within
                    20 days of demand.

                                   ARTICLE XVI

                                  MISCELLANEOUS

                            SECTION  16.1  Ouiet  Enjoyment  So long  as  Tenant
                    timely pays all the Rents and performs all of Tenant's other
                    obligations hereunder within the time periods required under
                    this Lease,  Tenant  shall  peaceably  and quietly  hold and
                    enjoy the  Premises  during the Term  without  hindrance  or
                    ejection by Landlord or any person lawfully claiming through
                    or under Landlord, subject,  nevertheless, to the provisions
                    of this Lease.  This covenant is a covenant running with the
                    land and is subject to Article XII.

                            SECTION  16.2  Broker.  Each of Landlord  and Tenant
                    represents  to the other that it has dealt with no broker in
                    connection   with  this  Lease   other   than  Real   Estate
                    Strategie.s and DNC Capital Corp. (collectively,  "Broker").
                    Each of Landlord and Tenant agrees to indemnify,  defend and
                    hold  harmless the other from and against any claims,  based
                    or  alleged to be based  upon the acts or  omissions  of the
                    indemnifying,   party,  for  any  brokerage   commission  or
                    finder's  fee with  respect to this  Lease by persons  other
                    than  Broker and for all  costs,  expenses  and  liabilities
                    incurred  in   connection   with  such   claims,   including
                    attorneys' fees and disbursements arising out of a breach of
                    the foregoing representation.

                            SECTION 16.3 No  Recording.  Tenant shall not record
this Lease or any memorandum thereof.

                            SECTION 16.4 Entire Agreement. This Lease (including
                    the  Exhibits  attached  hereto,  whether  executed  or not)
                    contain all of the agreements and understandings between the
                    parties  related  to the  leasing  of the  Premises  and the
                    respective  obligations of Landlord and Tenant in connection
                    therewith.  All prior agreements and understandings  between
                    the  parties  have  merged  into this  Lease and such  other
                    documents referred to in this Section 16.4.

                            SECTION  16.5  Amendments.  No  agreement  shall  be
                    effective  to  amend,  change,   modify,   waive,   release,
                    discharge, terminate or effect an abandonment of this Lease,
                    .  in.  whole  or  in.part,  unless  such  `agreement  is in
                    writing,  refers expressly to this Lease,' and is signed by.
                    Landlord and Tenant.

                            SECTION   16.6   Successors.   Except  as  otherwise
                    expressly  provided  herein,  the  obligations of this Lease
                    shall bind and  benefit  the  successors  and assigns of the
                    parties  hereto;  provided,  however,  that  no  assignment,
                    sublease or other transfer in violation of the provisions of
                    Article XIV shall operate to vest any rights in any putative
                    assignee, sublessee or transferee of Tenant.

SECTION  16.7 Force  Maieure.  Landlord  shall have no liability  whatsoever  to
Tenant on account of the inability
                                         -------------
                            of Landlord to
         timely  fulfill any of Landlord's  obligations  under this Lease (other
than those relatingto the payment of money) by reason of any strike,  lockout or
other labor trouble;  inability to obtain labor, materials,  coal, oil, or other
suitable fuel or reasonable substitutes therefor or the failure of the supply of
any thereof;  acts of God, fire or other  casualty;  governmental  preemption of
priorities or other controls in connection with a public emergency; governmental
restrictions  or  requirements of Laws;  enemy or hostile  governmental  action;
civil commotion; or any other cause, whether similar or dissimilar to the above,
beyond  Landlord's  reasonable  control (the foregoing  events are  collectively
referred to as "Force  Majeure").  If this Lease  specifies  a `time  period for
performance of an obligation of Landlord,  that time period shall be extended by
the period of any delay in Landlord's performance caused by any of the events of
Force Majeure.

                            SECTION 16.8 Post-Termination Obligations. Upon the'
                            expiration  or earlier  termination  of this  Lease,
                            neither party shall have any obligation or liability
                            to the other in  respect  of any  period  after such
                            expiration  or  termination   (except  as  otherwise
                            expressly provided in this Section 16.8 or elsewhere
                            in this Lease),  but all obligations and liabilities
                            under this  Lease in respect of any period  prior to
                            such  expiration or  termination  shall survive such
                            termination  or  expiration.   Notwithstanding   the
                            foregoing,   (a)  in  case  of  any  termination  or
                            expiration  under  Article XV,  Tenant  shall remain
                            liable as provided therein, and

                    (b) Tenant's or Landlord's accrued liability or obligations,
                    as the case may be,  under  this  Lease  shall in all events
                    survive the expiration or earlier termination of the Term.

                            SECTION 16.9 Interpretation.
                                         --------------

                            16.9.1  Governing  Law.  (a)  This  Lease  shall  be
                    governed by, and be construed in accordance  with,  the laws
                    of the State of New York without regard to the principles of
                    conflicts of laws. To the fullest  extent  permitted by law,
                    Tenant hereby  unconditionally  and  irrevocably  waives any
                    claims  to  assert  that the law of any  other  jurisdiction
                    governs  this  Lease and  agrees  that this  Lease  shall be
                    governed by and construed in accordance with the laws of the
                    State of New York pursuant to 5-1401 of the New York General
                    Obligations Law.

                            (b) Any legal  suit,  action or  proceeding  against
                    Tenant or Landlord  arising out of or relating to this Lease
                    may be  instituted  in any  federal or state court in Nassau
                    County, New York, pursuant to 5-1402 of the New York General
                    Obligations  Law,  and Tenant  hereby  waives any  objection
                    which it may now or hereafter have to the laying of venue of
                    any such  suit,  action or  .proceeding  including,  without
                    limitation,  any claim of forum non  convenient  pursuant to
                    any rule of common  law  and/or  any  applicable  federal or
                    state   statute,   law  or  provision,   and  Tenant  hereby
                    irrevocably,  submits to the  jurisdiction of any such court
                    in any suit; action or proceeding.

                            16.9.2 Invalidity. If any provision of this Lease or
                    the application  thereof to any Person or circumstance shall
                    be invalid or unenforceable, the remainder of this Lease and
                    the  application  of that  provision  to  other  Persons  or
                    circumstances  shall not be  affected  but  rather  shall be
                    enforced to the fullest extent permitted by law.

                            16.9.3  Covenants.  Each  provision of this Lease on
                    Tenant's part to be performed  shall be deemed and construed
                    as a  separate  and  independent  covenant  of  Tenant,  not
                    dependent on any other provision or covenant.

                            16.9.4 Number and Gender.  All words used or defined
                    in this  Lease or the  Exhibits  hereto,  regardless  of the
                    number or gender in which they are used,  shall be deemed to
                    include any other number and any other gender as the context
                    may require.

                            16.9.5 Exhibits. All exhibits,  schedules and riders
                            appended to this Lease are  incorporated  herein and
                            by this reference made a part hereof.  References to
                            "Exhibits" or  "Schedules"  shall be to Exhibits and
                            Schedules  attached to this Lease  except  where the
                            context requires otherwise.

                            SECTION 16.10 Submission of Lease. The submission of
                    this Lease to Tenant or its broker,  agent or  attorney  for
                    review or signature  does not  constitute an offer to Tenant
                    to lease the Premises or the granting of an option to do so.
                    This instrument  shall have no binding force or effect until
                    its  execution and  unconditional  delivery by both Landlord
                    and Tenant.

                            SECTION 16.11  Notices.  Consents  andApprovals.  In
                    order  to be  effective,  any  notice,  demand,  consent  or
                    approval ("Notice") hereunder shall be in writing (except as
                    otherwise  expressly  stated herein) and signed by the party
                    giving  such  Notice.   Any  Notice  in  writing   shall  be
                    personally  delivered,   sent  by  a  nationally  recognized
                    courier service,  or.mailed by registered or certified mail,
                    return receipt  requested,  addressed,  (a) if to Tenant, at
                    the Address of Tenant or Such other  address as Tenant shall
                    have last  designated  by notice as provided in this Section
                    16.1 1 to Landlord,  and (b) if to Landlord,  to the Address
                    of Landlord, or at such other address as Landlord shall have
                    last  designated by Notice as provided in this Section 16.11
                    to  Tenant,  in any case,  with a copy to Rubin  Baum  Levin
                    Constant & Friedman,  30 Rockefeller  Plaza,  New York, N.Y.
                    10112,  Attn.:  David A. Mandel,  P.C.,  and with a. copy to
                    Landlord's  Agent or to such  `other  address  as such party
                    shall  have last  designated  by notice  in  writing  to the
                    party. giving the notice. Notices in writing shall be deemed
                    given when personally  delivered or.upon receipt (or refusal
                    of receipt) if mailed or sentby a courier service.

                            SECTION  16.12  Directory  Listings.   Landlord,  at
                    Tenant's  request,  shall  maintain  Tenant's  name  on  the
                    directory board located in the lobby of the Building.

                            SECTION 16.13 Sicinage.  Tenant shall have the right
                    to install  appropriate  sig-nage  identifying Tenant or any
                    subtenant  permitted  under Article XIV, in keeping with the
                    nature of the Building, on the doors to the Premises.

                            SECTION 16.14 Security Deposit. Tenant shall deposit
                            the Security DepoSit with Landlord on the signing of
                            this Lease as security for the faithful  performance
                            and  observance by Tenant of the  provisions of this
                            Lease. If Tenant  defaults,  after the giving of any
                            required  notice and the  expiration of any required
                            grace period,  in any of its obligations  under this
                            Lease, Landlord may apply or retain the whole or any
                            part of the Security  Deposit to the extent required
                            for the  payment of any Rents as to which  Tenant is
                            in default or for any sum that  Landlord  may expend
                            or may be  required  to expend by reason of Tenant's
                            default  under this Lease.  If Tenant  shall  comply
                            wjth all of its  obligations  under this Lease,  the
                            Security Deposit shall be returned to Tenant without
                            interest  and less any  expenses  incu.rred  but not
                            paid by Tenant in accordance with this Lease, within
                            60 days after the  expiration  of the Term and after
                            delivery  of  possession  of the entire  Premises to
                            Landlord. Upon a sale or transfer of the Building or
                            any other  transaction  set forth in  Section  12.2.
                            Landlord  shall  have  the  right  to  transfer  the
                            Security Deposit to the vendee, lessee or transferee
                            and Landlord  shall  thereupon be released by tenant
                            from all  liability  for the return of the  Security
                            Deposit;  and Tenant  shall  look  solely to the new
                            landlord for the return of the Security Deposit. The
                            provisions  hereof shall apply to every  transfer or
                            assignment  made of the  Security  Deposit  to a new
                            landlord.  Tenant  shall not assign or  encumber  or
                            attempt to assign or encumber the Security  Deposit,
                            and neither  Landlord nor its  successors or assigns
                            shall ,be bound by any such assignment. encumbrance,
                            attempted assignment or attempted encumbrance.

         16.14.1  Restoration/Reduction of Security. It is understood and agreed
that the amount of Tenant's  Security Deposit  throughout the term of this Lease
shall at all times be equal to 2 monthly  installments of Base Rent, as the same
shall  increase each Lease Year of the Term. If Landlord is required to apply or
draw upon all or any part of the Security  Deposit to cure any default by Tenant
under this Lease,  Tenant shall, within 10 days of notice or demand by Landlord,
reStore such Security  Deposit to an amount equal to 2 monthly  installments  of
Base Rent then due under this Lease.

         SECTION 16.15 Building Security. Landlord shall be the sole determinant
of the type and amount of security  services to be provided in the Building.  In
all events and  notwithstanding  any  provision  of this Lease to the  contrary,
Landlord  and the  Landlord  Parties  shall not be liable to Tenant  and  Tenant
hereby waives any claim against  Landlord,  for (a) any unauthorized or criminal
entry of third parties into the Premises or the  Building,  or (b) any damage to
persons or property in or about the  Premises  or the  Building  by' or from any
unauthorized  or  criminal  acts of third  parties,  regardless  of any  action,
inaction, failure,  breakdown,  malfunction of the security services provided or
any negligence on the part of Landlord or any Landlord Party.

                            SECTION   16.16   Relocation.   Landlord   expressly
                            reserves  the  right  at  Landlord's  sole  cost and
                            expense to remove  Tenant from the  Premises  and to
                            relocate  Tenant in. some other space of  Landlord's
                            choosing of  approximately  the same  dimensions and
                            size within the Building, which other space shall be
                            improved  and  decorated  by Landlord at  Landlord's
                            expense Landlord shall have the right, in Landlord's
                            sole   discretion,   to  use  such  decorations  and
                            materials  from  the  existing  Premises,  or  other
                            materials  so that  the  space in  which  Tenant  is
                            relocated shall be comparable in its interior design
                            and  decoration to the Premises from which Tenant is
                            removed. Nothing herein contained shall be construed
                            to relieve  Tenant or imply that  Tenant is relieved
                            of the  liability  for  or  obligation  to  pay  any
                            Additional  Rent due by reason of the  provisions of
                            Section 2.3 of this Lease, the

                                   provisions  of  which   paragraph   shall  be
                  applied to the space in which  Tenant is relocated on the same
                  basis as said  provisions  were applied to the  Premises  from
                  which  Tenant  is  removed.   Tenant  agrees  that  Landlord's
                  exercise of its election to remove and  relocate  Tenant shall
                  not  terminate  this Lease or release  Tenant,  in whole or in
                  part,  from Tenant's  obligations to pay any Rents and perform
                  the  covenants and  agreements  hereunder for the full Term IN
                  WITNESS  WHEREOF,  Landlord and Tenant have hereunto  executed
                  this Lease by their respective duly authorized

                    representatives as of the day and year first above written.

                                    LANDLORD:

                             Lighthouse 300 Limited Partnership

                            By:

By:




TENANT:

                            Redstone Securities, Inc.



<PAGE>


                                    EXHIBIT B

                                   Definitions

                    Whenever used in this Lease.  The following terms shall have
the indicated meanings:

                    Address of Landlord: As defined in Section 1.1.
                    -------------------

                    Address of Tenant: As defined in Section 1.1.
                    -----------------

                    Additional Rent:              As defined in Section 3.2.
                    ---------------

                    Alteration:  The installation,  relocation or removal of any
                    Improvement.  An  Alteration  may  include  (a) repair  work
                    performed  by  Tenant   pursuant  to  Article  VIII  or  (b)
                    compliance  work performed by Tenant  pursuant to Section if
                    such work involves the  installation,  relocation or removal
                    of any Improvement.

                    Base Rent: As defined in Section 1.1.
                    ---------

Building:  The office building,  other improvements and underlying land known as
300 Merrick Road, LyniDrook, New York. --------

                    Building  Service  Systems:   All  mechanical,   electrical,
                    plumbing, gas, telecommunication, sanitary, sprinkler, HVAC,
                    security,   life  safety,  elevator  and  other  systems  or
                    facilities  that  service  the  Building  up to the point of
                    localized distribution to the Premises (if and to the extent
                    any such systems or  facilities  service the  Premises)  and
                    excluding any systems or facilities  located in the Premises
                    or extending beyond such point of localized distribution.

Building  Standards:  Such standards as Landlord may adopt and generally enforce
uniformly from time to time to govern  ------------------  the technical aspects
of alterations to the Premises.

Business Days:  Monday through  Friday,  other than Federal or New York State or
union legal holidays. -------------

                    Business Hours:            As defined in Section 6.2.
                    --------------

                    Commencement Date: As defined in Section 1.1.
                    -----------------

                    Common Areas:           As defined in Section 8.3.
                    ------------

                    Deficiency: As defined in Section 15.2.4.
                    ----------

                    Electric Inclusion Amount: As defined in Section

Eminent Domain:   As defined in Section 10.1.
--------------

                    Force Majeure As defined in Section 16.7.
                    -------------

                    GAAP: Generally accepted accounting principles,
                   consistently applied.
                    ----

Hazardous  Materials:  Any element,  compound,  chemical  mixture,  contaminant,
pollutant, material, waste or other
                    -------------------
substance which is defined, determined or identified as a "hazardous substance",
hazardous waste or hazardous material under any federal, state or local statute,
regulation or ordinance  applicable to the Premises,  as well as any  amendments
and  successors  to  such  statutes  and  regulations,  as  may be  enacted  and
promulgated from time to time, including, without limitation, the following: (i)
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(codified  in  scattered  sections  of 26 u.s.c.,  33 U.S.C.,  42 U.S.C.  and 42
U.S.C.ss.9601 et seq.); (ii) the Resource  Conservation and Recovery Act of 1976
(42 U.S.C.ss.6901 et seq.); (iii) the Hazardous Materials Transportation Act (49
U.S.C.ss.1801 et seq.); (iv) the Toxic Substances  Control Act (15 U.S.C.ss.2601
et seq); (v) the Clean Water Act (33  U.S.C.ss.1251 et seq.); (vi) the Clean Air
Act  (42   U.S.C.ss.7401  et  seq);  (vii)  the  Safe  Drinking  Water  Act  (21
U.S.C.ss.349;   42  U.S.C.ss.201   andss.300f  et  seq);   (viii)  the  National
Environmental  Policy  Act of 1969  (42  U.S.C.ss.  3421);  (ix)  the  Superfund
Amendment and  Reauthorization Act of 1986 (codified in scattered sections of 10
U.S.C.,  29 U.S.C.,  33 U.S.C.  and 42 U.S.C.);  (x) Title III of the  Superfund
Amendment  and  Reauthorization  Act (40  U.S.C.ss.1101  et  seq.)  and (xi) the
Environmental  Conservation Law of the State of New York (modified in section 17
1/2 of McKinney's 1984).

                    HVAC: Heating, ventilation and air conditioning.
                    ----

Improvement:  Any fixed  improvement  in, to or upon the Premises made by or for
any tenant or occupant.
                    -----------

                   Insurance Requirements:        As defined in Exhibit D.
                   ----------------------

                    Interest Rate:          As defined in Section 3.5.
                    -------------

                    Land: The real property upon which the Building is situated.
                    ----

                    Landlord: As defined in the introductory paragraph
                  of this Lease.
                    --------

Landlord Parties:  Landlord, any Senior Interest Holder,  Landlord' s Agent, the
managing agent for the Building, and any partner, principal,  director, officer,
agent or employee of any of the foregoing.

                    Landlord's Agent: Lighthouse Real Estate Management LLC, c/o

       Sheinker. Wasserstein Realty Services, Inc., 581 Sixth Avenue, 4th
                         Floor, New York, New York 10011

Landlord's Electrical Consultant:  As defined in Section 6.1. Landlord's Work As
defined in Exhibit E. -------------------------------- ---------------

                   Law(s):   The  terms  "law,"  "laws,   "provisions  of  law,"
                   "requirements of law," and words of similar import shall mean
                   present and future laws,  statutes  (including  the Americans
                   with  Disabilities  Act,  42  U.S.C.  ss.  12,101  et  seq.),
                   ordinances,  codes (including building and fire codes), rules
                   (including  the rules and  requirements  of the  Occupational
                   Safety  and  Health  Administration  relating  to indoor  air
                   quality  codified at 29 CFR parts 1910, 1915, 1926 and 1928),
                   regulations,  requirements, decrees, orders and directives of
                   any or all of the federal, state, county and city governments
                   and all agencies, authorities,  bureaus, courts, departments,
                   subdivisions,   or   offices   thereof,   and  of  any  other
                   governmental,  public or quasi-public  authorities (including
                   the  board  of fire  underwriters  or other  insurance  body)
                   having  jurisdiction  over the Building or the Premises,  and
                   the direction of any public officer  pursuant to law, whether
                   now or hereafter in force.  References to :specific  statutes
                   include (a) successor statutes of similar purpose and import,
                   and (b) all rules, regulations and orders made thereunder.

                   Lease Year: Any calendar year all or any part of which falls
                   within the Term.
                   ----------

                   Measurement  Standards:  The measurement standards applicable
                   to any particular  space set forth in the Recommended  Method
                   of  Floor   Measurement  For  Office   Buildings  and  Stores
                   published by the Real Estate Board of New York and  effective
                   January 1, 1987.

                    Mechanics  Lien:  Any mechanics or other lien or encumbrance
                    filed, claimed or asserted in connection with any Alteration
                    or any other work, labor,  services or materials done for or
                    supplied to Tenant or any Person  claiming  through or under
                    Tenant.

                   Notice: As defined in Section 16.11.
                   ------

                    Objection Notice: As defined in Section 4.5.
                    ----------------

                   Offer: As defined in Section 14.3.
                   -----

                    Person: A natural person, firm, corporation, partnership,
                   joint venture, trust (including any
                    ------
                    beneficiary thereof, association, unincorporated association
                    or other form of business or legal  entity,  as the case may
                    be.

Premises:         As defined in Section 1.1.
--------

                   Prohibited  Use: Any use or occupancy of the Premises  (other
                   than a Permitted  Use) that, in the sole opinion of Landlord,
                   as the case may be, (1) violates any certificate of occupancy
                   in force for the Premises or the  Building;  (2) causes or is
                   likely to cause damage to the  Building,  the Premises or any
                   equipment,  facilities or other systems therein;  (3) impairs
                   the  character,   reputation,  image  or  appearance  of  the
                   Building;  (4)  interferes  with the  proper,  efficient  and
                   economic maintenance, operation and repair of the Building or
                   its  equipment,  facilities  or  systems,  including  without
                   limitation,  the Building Service Systems;  (5) constitutes a
                   nuisance,  annoyance  or  inconvenience  to other  tenants or
                   occupants of the Building or interferes  with or disrupts the
                   use or occupancy of any area of the Building  (other than the
                   Premises)  by other  tenants  or  occupants;  (6)  results in
                   demonstrations,  bomb  threats or other  events that  require
                   evacuation  of or  increased  security  for the  Building  or
                   otherwise  disrupts the use,  occupancy or quiet enjoyment of
                   the Building by other tenants and  occupants;  (7) interferes
                   with the transmission or reception of microwave,  television,
                   radio or other  communication  signals by antennae located on
                   the roof of, or elsewhere in, the Building:  (8) violates any
                   provision  of any  financing  documents  from  time  to  time
                   encumbering  the  Building,  all  covenants,  conditions  and
                   restrictions  affecting  the  building or any  modifications,
                   amendments,  substitutions,   replacements,   Supplements  or
                   additions  to any  of the  foregoing;  or  (9)  violates  any
                   requirement or condition of any insurance  policy  maintained
                   by  Landlord  in  connection  with  the  Building  or of  the
                   standard fire insurance policy issued for office buildings in
                   the County of Nassau or the rules and  regulations of the New
                   York Board of Fire Underwriters or Insurance  Services Office
                   (or  similar  bodies).  In  addition  to  the  foregoing,   a
                   Prohibited  Use  also  includes  the  use of any  part of the
                   Premises for: (i) a restaurant or bar; (ii) the  preparation,
                   consumption, storage, manufacture or sale of food, beverages,
                   liquor,  tobacco or drugs  (excluding  the sale,  storage and
                   consumption of food or beverages  from or in connection  with
                   vending  machines  installed for use by Tenant's  employees);
                   (iii) the  business of  photocopying,  multiplying  or offset
                   printing  (but  Tenant  may  use  part  of the  Premises  for
                   photocopying  in connection  with its own  business);  (iv) a
                   typing or  stenography  business;  (v) a school or classroom;
                   (vi)  cooking,  lodging or sleeping;  (vii) the  operation of
                   retail facilities of a savings and loan association or retail
                   facilities of any financial, lending, securities brokerage or
                   investment  activity;  (viii)  medical  or dental  offices or
                   laboratories;  (ix) a barber, beauty or manicure shop; (x) an
                   employment   agency,   executive   search   firm  or  similar
                   enterprise;  (xi) a consulate; (xii) the manufacture,  retail
                   sale, storage of merchandise or auction of merchandise, goods
                   or  property  of any kind;  or (xiii) any  immoral or illegal
                   purposes.

Rents: As defined in Section 3 3.
-----

                  Rules and Regulations:             As defined in Section 5 3.
                  ---------------------

                  Security Deposit:                  As defined in Section 1.1.
                  ----------------

                  Senior Interest Holders:           As defined in Section 13.1.
                  -----------------------

                  Senior Interests:                  As defined in Section 13.1.
                  ----------------

                   Substantially  Completed:  Such  completion as (excluding any
                   alterations  or work to be performed  by Tenant)  which would
                   enable Tenant to reasonably and  conveniently  use and occupy
                   the Premises for the conduct of its ordinary  business,  even
                   though  minor   details,   decorations,   and/or   mechanical
                   adjustments  may  remain  to  be  completed  by  Landlord  to
                   Landlord's Work.

                   Target Date:         As defined in Section 14.3.
                   -----------

                  Taxable Property:               As defined in Section 4.1.5.
                  ----------------

                  Tax Statement:            As defined in Section 4.1.4.
                  -------------

                   Tax Year:        As defined in Section 4.1.1.
                   --------

                  Taxes:         As defined in Section 4.1.3.
                  -----

                  Tenant:   As defined in the introductory paragraph of
                            this Lease.
                  ------

                   Tenant's Improvements:   Improvements made to the Premises
                   by Tenant.
                   ---------------------

                   Tenant's Property:              As defined in Section 8.2.
                   -----------------

                  Tenant's Share:              As defined in Section 1.1.
                  --------------

                   Tenant's Tax Payment:     As defined in Section 4.2.
                   --------------------

Term:             As defined in Section 1.1.
----

                                    EXHIBIT C

                              Rules and Requlations

                            1.  The  sidewalks,  areas,  entrances,  vestibules,
                    passages,  corridors,  halls,  elevators and stairways shall
                    not be  encumbered  nor  obstructed  by any of the  tenants,
                    their agents,  clerks,  servants or visitors,  or be used by
                    them for any other  purpose  than for  ingress and egress to
                    and from their respective  premises.  Landlord  reserves the
                    right to restrict  and  regulate  the use of  aforementioned
                    public  areas  of  the   Building  by  the  tenants,   their
                    employees,  guests, contractors and customers and by persons
                    making  deliveries to tenants,  including but not limited to
                    the  right  to  allocate  certain   elevators  for  delivery
                    service, and the right to designate which Building entrances
                    shall be used by persons making deliveries in the Building.

                            2. The doors, skylights, and windows that reflect or
                    admit  light  into  passageways  or into  any  place  in the
                    Building shall not be covered or obstructed by any tenant.

                            3.  The  water-closets,  wash-closets,  urinals  and
                    other  water  apparatus  shall not be used for any  purposes
                    other  than  those for which  they were  constructed  and no
                    sweepings,  rubbish,  rags,  ashes,  chemicals,  refuse from
                    electric  batteries,  or other  substances  shall be  thrown
                    therein. No tenant shall lay linoleum or other similar floor
                    covering so that the same shall come in direct  contact with
                    the floor covering of the Premises, and if linoleum or other
                    similar floor covering is desired to be used, an interlining
                    of builder's  deadening  felt shall be first  affixed to the
                    floor by a paste,  or other  material,  which may  easily be
                    removed  with  water,  the use of  cement  or other  similar
                    adhesive material being expressly prohibited

                            4. No tenant shall mark,  paint,  drill into,  drive
                    nails  into,  or in any way  damage,  mutilate or deface any
                    walls,  ceilings,  partitions,  floors,  wood, stone or iron
                    work of the Building, except in connection with Alterations.

5. No sign,  advertisement  or notice shall be  inscribed,  painted,  affixed or
displayed  on any of the windows or doors or on any other part of the outside or
the inside of the Building No awnings or other  projections shall be attached to
the  outside  walls or  windows of the  Building  without  the prior  consent of
Landlord. No curtains,  blinds,  shades, or screens shall be attached to or hung
in, or used in connection  with,  any window or door of the premises  demised to
any tenant or occupant,  without the prior  consent of Landlord.  Such  awnings,
projections,  curtains,  blinds,  shades, screens or other fixtures must be of a
quality,  type, design and color, and attached in a manner approved by Landlord.
No sign, advertisement, object, notice or

other lettering shall be exhibited, inscribed, painted or affixed on any part of
the  outside or inside of the  premises  demised to any tenant or occupant or of
the Building  without the prior consent of Landlord.  Interior signs on door and
directory  tablets,  if any,  shall be of a size,  color and style  approved  by
Landlord.

         6. No tenant  shall do anything or permit  anything to be done,  in its
Premises, or bring or keep anything therein or in the Building, that will in any
way obstruct or interfere with the rights of other tenants, or in any way injure
or annoy them,  or those  having  business  with them.  Tenants,  their  agents,
clerks, servants or visitors, shall not make or cause any improper noises in the
Building,  or interfere in any way with other tenants,  or those having business
with them.

         7. No freight,  furniture,  or bulky matter of any description  will be
received  into the Building,  or carried up or down,  except during hours and in
the  manner  designated  by  Landlord,  which  may  involve  overtime  work  for
Landlord's  employees,  agents or contractors.  Tenants shall reimburse Landlord
for costs  incurred by Landlord,  including the cost of such overtime  work. The
moving of safes  shall  occur at such times as  Landlord  shall  designate  upon
previous  notice to Landlord or Landlord's  agent;  and the persons  employed to
move the safes in and out of the Premises  must be acceptable to Landlord in its
sole discretion. No tenant shall use the passenger elevators for the hauling and
removal of  materials  or debris and the same shall be done only after  Business
Hours and only via the designated freight elevator.

         8.  Tenants  shall not install any locks or bolts on any doors nor make
any changes in existing locks unless Tenant  promptly  provides  Landlord with a
key or combination thereto. All keys shall be keyed to the building master. Each
tenant must,  upon the  termination of the tenancy,  restore to Landlord all the
keys (or other similar access devices) of offices,  rooms and toilet-rooms which
shall have been  furnished to Tenant or that Tenant shall have had made,  and in
the event of loss of any keys so furnished shall pay Landlord therefor.

9.  Tenant  shall not use the  Premises  for the  manufacturing  or  storage  of
merchandise or for lodging.

10.                     Nothing  shall be swept or thrown by the  tenants  or by
                        their  agents,  clerks,  servants or  visitors  into the
                        corridors, halls, stairways, elevators, or light shafts,
                        or upon the skylights of the  Building,  or into or upon
                        any  heating  or  ventilating  registers,   or  plumbing
                        apparatus in the Building,  or upon adjoining  buildings
                        or upon the  street.  No  awnings  or other  projections
                        shall be attached to the outside walls of the Building.

11. No animals  (except  seeing eye dogs) or birds shall be kept in or about the
Premises.

12. Tenants shall not bring into the Building or keep to use in the Building any
Hazardous Material.

         13.  No tenant  shall  cause or permit  any odors of  cooking  or other
processes or any unusual or objectionable odors to emanate from the Premises. No
tenant shall install or permit the installation or use of any machine dispensing
goods for sale,  including without  limitation foods,  beverages,  cigarettes or
cigars; or permit the delivery of any food or beverage to the Premises.  No food
or beverages  shall be carried in the public halls and elevators of the Building
except in closed containers.

         14.  Tenants  shall not obtain any towel supply  service or ice service
except from Persons approved by Landlord, nor obtain drinking water for delivery
on the Premises from any source not approved by Landlord.  Canvassing,  peddling
and  soliciting  are  prohibited  in the Building and Tenant shall  cooperate to
prevent the same.

15. Telegraph, telephone and other wires and instruments shall not be introduced
by Tenant without previous
notice to Landlord and with its reasonable approval.

         16.  Landlord  reserves the right to exclude from the Building  between
the hours of 6:00 o'clock p.m. and 8:00 o'clock a.m. on weekdays,  on Saturdays,
Sundays  and  legal  holidays,  all  Persons  who do not  present  a pass to the
Building  signed by Landlord  or  Landlord's  agent.  Landlord or its agent will
furnish  passes to Persons for whom any tenant  requests  same in writing.  Each
tenant shall be  responsible  for all Persons for whom he requests such pass and
shall be liable to Landlord for all acts of such  Persons.  Landlord may require
all such Persons to sign a register on entering and leaving the Building.

17.  Landlord  shall not be  responsible  to Tenant  for the  non-observance  or
violation of these rules and regulations by any other tenant or occupant.

         18.  Landlord  may  from  time to time  adopt  additional  systems  and
procedures  to improve  the  security  or safety of the  Building,  any  persons
occupying,  using or entering the same, or any equipment,  finishing or contents
thereof,  and  Tenant  shall  comply  with  Landlord's  reasonable  requirements
relative thereto.

19. Tenant shall conduct all aspects of its  operations so as to preserve  labor
harmony and to insure that the security and operations of the Building shall not
be disrupted.


20. Landlord  reserves the right to rescind,  alter,  waive or add, as to one or
more or all  tenants,  any rule or  regulation  at any time  prescribed  for the
Building  when,  in the  judgment of  Landlord,  Landlord  deems it necessary or
desirable for the reputation,  safety, character,  security, care, appearance or
interests  of the  Building  or the  Premises,  the  preservation  of good order
therein, the operation or maintenance of the Building, the equipment thereof, or
the comfort of tenants or others in the  Building.  No  rescission,  alteration,
waiver or  addition  of any rule or  regulation  in respect of one tenant  shall
operate as a rescission, alteration or waiver in respect of any other tenant.

         21.  Tenant shall not place a load upon any floor of the Premises  that
exceeds 50 pounds  live load per square  foot  (except  in  locations  expressly
indicated  by Landlord in writing to have been  reinforced  to bear greater live
loads) . Business  machines and  mechanical  equipment used in the Premises that
cause  vibrations  or noise that may be  transmitted  to any other  space in the
Building to such a degree as to be  reasonably  objectionable  to Landlord or to
any tenants or  occupants  of the  Building  shall be placed and  maintained  by
Tenant,  at its expense,  in settings of cork,  rubber or spring-type  vibration
eliminators sufficient,  in Landlord's judgment, to eliminate such vibrations or
noise.

         22.  Tenant  shall  neither  contract  for,  nor  employ,  any labor in
connection  with the  maintenance  or  cleaning  of, or  providing  of any other
services to, the Premises (but excluding  Tenant's  Property)  without the prior
consent of Landlord  in its sole  discretion  (Landlord  may  withhold  any such
consent on the ground that use of such  service  provider  would  disturb  labor
harmony in the Building.)

         23. All removals  from the  Building,  or the carrying in or out of the
Building  or the  premises  demised  to any  tenant,  of  any  safes,  freights,
furniture or bulky matter of any description must take place at such time and in
such manner as Landlord or its agents may determine, from time to time. Landlord
reserves the right to inspect all freight to be brought into the Building and to
exclude from the Building all freight which  violates any of the Building  Rules
or the provisions of such tenant's lease.

         24. No tenant or  occupant  shall  engage or pay any  employees  in the
Building,  except  those  actually  working  for such  tenant or occupant in the
Building, nor advertise for laborers giving an address at the Building.

25.                 Each tenant, before closing and leaving the premises demised
                    to such  tenant  at any time,  shall  see that all  entrance
                    doors are locked,  all windows are closed and all lights are
                    turned off.

26. The requirements of tenants will be attended to only upon application at the
office of Landlord.  Building  employees  shall not be required to perform,  and
shall not be requested by any tenant or occupant to perform, any work outside cf
their regular  duties,  unless under  specific  instructions  from the office of
Landlord.

26.                 There  shall  not be used  in the  Building,  either  by any
                    tenant or occupant or by their agents or contractors, in the
                    delivery or receipt of merchandise, freight or other matter,
                    any hand trucks or other means of  conveyance  except  those
                    equipped  with  rubber  tires,  rubber  side guards and such
                    other safeguards as Landlord may require.

The following requirements (collectively, the `Insurance Requirements") shall be
complied with by Tenant at all times during the Term:

1.  Insurance to be Maintained by Tenant.  At all times during the Tern,  Tenant
shall maintain, at Tenant's
expense., the following insurance coverage:

         (a) fire and extended coverage property insurance covering all physical
loss to the Improvements,  Alterations and Tenant's Property in the Premises for
their full replacement value;

         (b)  broad  form  commercial  general  liability  insurance  (including
protective  liability coverage on operations of independent  contractors engaged
in construction and blanket contractual liability  insurance),  written on A per
occurrence  basis with an  aggregate  limit of not less than  $5,000,000,  a per
occurrence limit of not less than $1,000,000,  and with other limits  reasonably
satisfactory to Landlord;

         (c) business  interruption  insurance  covering risk of loss due to the
occurrence  of any of the hazards  covered by the  insurance to be maintained by
Tenant  described in Paragraph  1(a) with  coverage in a face amount of not less
than  the  aggregate   amount,   for  a  period  of  12  months   following  the
insured-against  peril,  of 100% of all  Rents to be paid by Tenant  under  this
Lease;

         (d) worker's  compensation  insurance and employer's liability coverage
in statutory limits, and New York State disability insurance as required by Law,
covering all employees; and

         (e) such other coverage as Landlord may reasonably require with respect
to the Premises, its use and occupancy and the. conduct or operation of business
therein.  Landlord may,  from time to time,  but not more  frequently  than once
every year, adjust the minimum limits set forth above.

         2.  Insurer  and Policy  Requirements.  All  insurance  policies  to be
maintained  under  Paragraph I (a) shall be issued by  companies  of  recognized
responsibility,  licensed to do  business  in the State of New York,  reasonably
acceptable to Landlord,  and  maintaining a. rating of A-/VI or better in Best's
Insurance  Reports-Property-Casualty  (or an equivalent  rating in any successor
index adopted by Best's or its successor),  o(b) shall provide that they may not
be cancelled or modified  unless  Landlord and all additional  insureds and loss
payees  thereunder  are  given at least 30 days  prior  written  notice  of such
cancellation or modification,  (c) shall name, as additional insureds, Landlord,
Landlord's  Agent and any Senior  Interest  Holder whose name and address  shall
have been furnished to Tenant, and (d) shall be primary and  non-contributory in
all  respects.  All  policies  providing  fire and  extended  coverage  property
insurance  coverage  pursuant  to  Paragraph  1(a) shall name,  as loss  payees,
Landlord, each Senior Interest Holder and Tenant, as their interests may appear.

         3. Evidence of Coverage;  Renewals.  Prior to the Commencement Date or,
in the case of insurance  required during the performance of Alterations,  prior
to the  commencement  of the  Alterations,  Tenant  shall  deliver  to  Landlord
certificates  of insurance  for the insurance  coverage  required by Paragraph I
and, if required by Landlord, copies of the policies theref or, in each case, in
form and providing for deductibles reasonably  satisfactory to Landlord.  Tenant
shall  procure and pay for renewals of such  insurance  from time to time before
the expiration  thereof,  and Tenant shall deliver to Landlord  certificates  of
renewal at least 30 days before the expiration of any existing policy. If Tenant
fails to procure or maintain any insurance required by this Lease and to pay all
premiums and charges theref or, Landlord may (but shall not be obligated to) pay
the same, and Tenant shall reimburse Landlord,  within 20 days after demand, for
all such sums paid by  Landlord.  Any such  payment  shall not cure or waive any
default by Tenant in the performance of its obligations hereunder, nor shall the
foregoing  right of  Landlord  to make such  payment in any way  limit,  reduce,
diminish  or impair the rights of  Landlord  under the terms of this Lease or at
Law or in equity arising as a result of any such default.

4.                      Additional  Insurance;  Blanket Insurance.  Tenant shall
                        not carry separate or additional  insurance,  concurrent
                        in form or  contributing  in the  event  of any  loss or
                        damage  with any  insurance  required  to be obtained by
                        Tenant under this Lease  unless the parties  required by
                        Paragraph 2 to be named as  additional  insureds or loss
                        payees  thereunder  are so named..  Tenant may carry any
                        insurance  coverage required of it hereunder pursuant to
                        blanket  policies of  insurance  so long as the coverage
                        afforded  Landlord and the other additional  insureds or
                        loss payees,  as the case may be hereunder  shall not be
                        less than the coverage  that would be provided by direct
                        policies.