<PAGE>
                                                                    Exhibit 10.3


                             MASTER LEASE AGREEMENT

                                OLP HAUPPAUGE LLC

                                  - LANDLORD -

                         L-3 COMMUNICATIONS CORPORATION

                                   - TENANT -


                                DECEMBER 28, 2000
<PAGE>
            LEASE dated as of December 28, 2000, between OLP Hauppauge LLC, a
New York limited company having an address at 60 Cutter Mill Road, Great Neck,
NY, 11021, as Landlord, and L-3 Communications Corporation, a Delaware
corporation, having an address at 600 Third Avenue, 34th Floor, New York, NY
10016, as Tenant, of premises known as 435 Moreland Road, Hauppauge, New York.

            WHEREAS, pursuant to a sale leaseback transaction, Landlord has this
date acquired that certain parcel of land containing approximately 17.4 acres
(the "Land" or "Building") together with the improvements thereon (the
"Building" or the "Improvements") all commonly known as the 435 Moreland Road,
Hauppauge, New York and more particularly described on Exhibit A (collectively,
any of the "Demised Premises", the "Premises", the "Property" or the "Real
Property"); and

            WHEREAS, as a condition to Landlord's acquisition of the Demised
Premises and of Tenant's disposition of the Demised Premises, Landlord now
desires to lease the Demised Premises to Tenant and Tenant now desires to lease
the Demised Premises from Landlord all upon the terms and conditions herein set
forth.

            NOW, THEREFORE, in consideration of the mutual premises herein set
forth, the sufficiency of which being hereby acknowledged, the parties hereto do
hereby agree as follows:

                                    ARTICLE 1

                        Demised Premises and Parking Area

            Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the premises outlined in red and shown on the plan annexed hereto as
Exhibit A, with all the appurtenances belonging thereto, containing an aggregate
area of approximately 149,870 square feet, the legal description of which is set
forth on Exhibit I annexed hereto.

            Condition of the Premises. Tenant expressly understands and agrees
and acknowledges that Landlord would not have entered this Lease or acquired the
Demised Premises without the express provisions of this Article 1. It is
understood that the Demised Premises and all improvements and fixtures
(including, without limitation, the Building) shall be delivered "AS IS" in
their present condition and with all faults. Landlord shall not be liable for
any latent or patent defects in the Demised Premises. Tenant acknowledges that
neither Landlord nor any of its representatives, employees, officers, directors,
shareholders, trustees, members, partners, counsel or agents has made (and
Landlord hereby disclaims) any representations or warranties, express or
implied, as to the physical condition, state of repair, tenancy, income,
expenses or operation of the Demised Premises. Tenant acknowledges that it has
not relied on any representations, warranties or "broker set-ups" in its
decision to lease the Demised Premises in accordance with the terms hereof and
also acknowledges that Tenant is intimately familiar with the Demised Premises
due to its previous ownership of same.

            In particular, except as herein specifically set forth, Landlord is
unwilling to make any representations or warranties in respect of (i) the
physical condition of the Demised Premises (including, without limitation, in
respect of the presence, non-presence or condition of hazardous, toxic or other
environmentally sensitive materials or substances), (ii) the compliance or
non-compliance of the Demised Premises with applicable laws (including, without
limitation, those relating to the protection of the environment or the safety of
employees or workers), (iii) the revenues, income or expenses of the Demised
Premises, (iv) the adequacy or inadequacy of the utilities, if any, provided to
the Demised Premises, (v) the zoning of the Demised Premises or (vi) any other
matter concerning the Demised Premises. Tenant acknowledges the foregoing and
warrants and represents that it (or its principal officers if Tenant shall be an
entity) has had sufficient time and opportunity to inspect the Demised Premises
and other matters deemed important to Tenant, that it (or its principal officers
if Tenant shall be an entity) is experienced in owning real property similar to
the Demised Premises and that it is represented by advisors and counsel of its
choosing and that Tenant is intimately familiar with the Demised Premises due to
its previous ownership of same.
<PAGE>
                                    ARTICLE 2

                                 Term of Lease

            A. The original term of this Lease (hereinafter the "Original Term")
shall commence on the "Commencement Date" (as defined in paragraph B of this
Article) and shall expire at midnight on the date which is fourteen (14) years
after the day before the Commencement Date, subject to extension pursuant to
Article "3" hereof ("Expiration Date"). The term "Lease Year" shall be deemed to
mean each successive period of twelve (12) full months following the
Commencement Date.

            B. The Commencement Date shall be December 28, 2000.

                                    ARTICLE 3

                                Options to Extend

            Provided Tenant is not in default beyond any applicable grace or
cure period of any of its obligations under the Lease at the time it exercises
its option, Tenant shall have the right, provided (i) this Lease has not been
terminated pursuant to the provisions of this Lease or otherwise, and (ii) in
respect of any extended term after the first extended term, this Lease has been
extended for the prior extended term, to elect to extend the term of this Lease
for three (3) terms of five (5) years (each such term being hereinafter called
"Extended Term"), each Extended Term to be upon the same terms, covenants and
agreements as in this Lease provided, except Tenant shall have no further right
to extend the term of this Lease for any period beyond the expiration of the
third Extended Term. If Tenant so elects to extend the term of this Lease,
Tenant shall give written notice to Landlord of such election at least twelve
months prior to the date of expiration of the Original Term or any Extended
Term, as the case may be.

            (b) The option may be exercised only by Tenant giving written notice
to Landlord of Tenant's said option by certified mail, return receipt requested,
not less than twelve (12) months prior to the Expiration Date of the Original
Term or of any Extended Term (the "Exercise Notice"). If Tenant shall not give
Landlord the Exercise Notice at the time and in the manner set forth herein, the
option shall terminate and be deemed waived by Tenant. Time is of the essence as
to the date for the giving of each Exercise Notice.

            (c) Notwithstanding the foregoing provisions of this Article 3, if
on the date that Tenant exercises the option, or if on any subsequent date up to
and including the date upon which the extension of the Term commences, Tenant is
in default, beyond any applicable notice and grace periods, in the payment of
Minimum Annual Rent or additional rent hereunder, or any other term or condition
of this Lease, Tenant's exercise of the Option and the extension of the Term
contemplated thereby shall, at the option of Landlord exercised by written
notice to Tenant, be rendered null and void and shall be of no further force and
effect and Tenant shall have no other additional right to exercise such Option,
which shall be deemed waived by Tenant.

            (d) If Tenant exercises the Option, then, at Landlord's request,
Tenant agrees within fifteen (15) business days after request is made, to
execute, acknowledge and deliver to Landlord an instrument in form and substance
satisfactory to Landlord, confirming (i) the fixed annual rent payable under
this Lease, (ii) the expiration date of the term, and (iii) the other
modifications provided for in this Article 3, but no such instrument shall be
required in order to make the provisions hereof effective.

                                    ARTICLE 4

                Covenant to Pay Fixed Rent or Minimum Annual Rent

            A. Fixed Rent

         Subject to the provisions of this Article, Tenant agrees to pay to
Landlord, during the Original Term and any Extended Term, in equal monthly
installments in advance without prior

                                       2
<PAGE>
demand and without any set off or deduction whatsoever on the first day of each
calendar month at the address of Landlord as hereinabove set forth or such other
address as Landlord may designate, Minimum Annual Rent ("Fixed Rent or Minimum
Annual Rent" ) as follows:

<TABLE>
<CAPTION>
TERM                                FIXED MONTHLY                               MINIMUM ANNUAL
                                       RENT                                        RENT

<S>                                 <C>                                         <C>
12/28/2000 - 12/31/2001             $123,333.33                                 $1,480,000.00
1/1/2002 - 12/31/2002               $126,416.66                                 $1,517,000.00
1/1/2003 - 12/31/2003               $129,577.08                                 $1,554,925.00
1/1/2004 - 12/31/2004               $132,816.50                                 $1,593,798.00
1/1/2005 - 12/31/2005               $136,136.91                                 $1,633,643.00
1/1/2006 - 12/31/2006               $139,540.33                                 $1,674,484.00
1/1/2007 - 12/31/2007               $143,028.83                                 $1,716,346.00
1/1/2008 - 12/31/2008               $146,604.58                                 $1,759,255.00
1/1/2009 - 12/31/2009               $150,269.66                                 $1,803,236.00
1/1/2010 - 12/31/2010               $154,026.41                                 $1,848,317.00
1/1/2011 - 12/31/2011               $157,877.08                                 $1,894,525.00
1/1/2012 - 12/31/2012               $161,824.00                                 $1,941,888.00
1/1/2013 - 12/31/2013               $165,869.58                                 $1,990,435.00
1/1/2014 - 12/31/2014               $170,016.33                                 $2,040,196.00
</TABLE>

<TABLE>
<CAPTION>
FIRST OPTION TERM                   FIXED MONTHLY                               MINIMUM ANNUAL
                                       RENT                                         RENT

<S>                                 <C>                                         <C>
1/1/2015 - 12/31/2015               $174,266.75                                 $2,091,201.00
1/1/2016 - 12/31/2016               $178,623.41                                 $2,143,481.00
1/1/2017 - 12/31/2017               $183,089.00                                 $2,197,068.00
1/1/2018 - 12/31/2018               $187,666.25                                 $2,251,995.00
1/1/2019 - 12/31/2019               $192,357.91                                 $2,308,295.00
</TABLE>

<TABLE>
<CAPTION>
SECOND OPTION TERM                   FIXED MONTHLY                               MINIMUM ANNUAL
                                       RENT                                         RENT

<S>                                 <C>                                         <C>
1/1/2020 - 12/31/2020               $197,166.83                                 $2,366,002.00
1/1/2021 - 12/31/2021               $202,096.00                                 $2,425,152.00
1/1/2022 - 12/31/2022               $207,148.41                                 $2,485,781.00
1/1/2023 - 12/31/2023               $212,327.16                                 $2,547,926.00
1/1/2024 - 12/31/2024               $217,635.33                                 $2,611,624.00
</TABLE>

<TABLE>
<CAPTION>
THIRD OPTION TERM                   FIXED MONTHLY                               MINIMUM ANNUAL
                                       RENT                                         RENT

<S>                                 <C>                                         <C>
1/1/2025 - 12/31/2025               $223,076.16                                 $2,676,914.00
1/1/2026 - 12/31/2026               $228,653.08                                 $2,743,837.00
1/1/2027 - 12/31/2027               $234,369.41                                 $2,812,433.00
1/1/2028 - 12/31/2028               $240,228.66                                 $2,882,744.00
1/1/2029 - 12/31/2029               $246,234.41                                 $2,954,813.00
</TABLE>

            The parties acknowledge and agree that this Lease is and is intended
to be a triple net lease and the parties hereto intend that Landlord shall
receive all Minimum Annual Rent and all additional rent payable hereunder free
and clear of any and all liability or responsibility of Landlord for
impositions, taxes, liens, charges or expenses, offsets, or similar deductions
of any nature whatsoever. Tenant shall pay all costs, expenses and damage which
are attributable to Tenant or the ownership, use or possession of the Demised
Premises and which, except for the execution of this Lease, would have been
chargeable against the Demised Premised or otherwise payable by the Landlord.
Tenant understands and agrees that Landlord is to have no obligation whatsoever
under this Lease or otherwise in respect of the repair, operation, maintenance
and/or replacement of the Demised Premises or for the quality or compliance with
applicable law of its construction (or in

                                       3
<PAGE>
either case, the lack thereof) with all such obligations being those of the
Tenant, at its sole cost and expense.

            Notwithstanding anything to the contrary contained herein, Tenant
shall not be responsible for the Landlord's income taxes, debt service
attributable to any mortgage, deed of trust or other instrument, nor any
depreciation.

                                    ARTICLE 5

                                Use and Occupancy

            A. Tenant expressly covenants, represents, warrants and agrees that
it shall use and occupy the Demised Premises for executive offices,
manufacturing, assembly and storage of electronic and communications equipment
and uses incidental thereto, and any other lawful use. Tenant is prohibited from
using the Demised Premises for any other purposes.

                                    ARTICLE 6

                                 Additional Rent

         A. Any and all sums due under this Lease from Tenant to Landlord (other
than the Minimum Annual Rent) shall be deemed additional rent. A failure to pay
additional rent shall have the same effect and shall be treated identically to a
failure to pay Fixed Rent as all such sums are hereby considered "rent".

         B. Except as otherwise specifically noted in A above, Tenant will pay
or cause to be paid when due and payable all real estate taxes, sales taxes,
rent taxes, assessments (including, but not limited to, all assessments for
public improvements or benefits and any payable in installments shall
nonetheless be paid at once), liens, water and sewer rates, common area
maintenance charges, charges or expenses due under any Restrictions (hereafter
defined), vault charges and license fees for the use of vaults, chutes and
similar areas adjoining the Demised Premises, charges for public or private
utilities, license permit fees, inspection fees and other governmental levies or
payments, of every kind and nature whatsoever, general and special, ordinary and
extraordinary, unforeseen as well as foreseen, which at any time may be
assessed, levied, confirmed, imposed or which may become a lien upon the Demised
Premises or any portion thereof, or which are payable with respect thereto, or
upon the rents, issues, income or profits thereof, or on the occupancy,
operation, use, possession or activities thereof, whether any or all of the same
be levied directly or indirectly or as excise taxes or as income taxes, and all
taxes, assessments or charges which may be levied on this Lease, or the interest
thereon. Tenant will deliver to Landlord, within fifteen (15) days of any such
payment, copies of official receipts or other satisfactory proof evidencing such
payments.

            C. The obligations of Tenant to pay all Minimum Annual Rent,
additional rent and other sums hereunder, and all other obligations of Tenant
under this Lease, are independent, unconditional covenants and are not dependent
upon performance by Landlord of its obligations and covenants hereunder, if any.

                                    ARTICLE 7

                             Repairs and Maintenance

            A. Tenant agrees that Landlord shall have no obligation whatsoever
in respect of the repair, operation, maintenance, compliance and/or replacement
of the Demised Premises and it is Tenant's obligation, at Tenant's sole cost and
expense, to repair, operate, maintain and/or replace all and every part of the
Demised Premises or Building. In particular, without implied limitation:

            B. Tenant shall, at its sole cost and expense, continuously cause
the repair, maintenance, operation and/or replacement of the Demised Premises to
keep same in good order and repair and in such a fashion as is consistent with
prior practice of Tenant, and, at its sole cost and expense, will promptly make
or cause to be made all necessary and appropriate repairs, replacements

                                       4
<PAGE>
and renewals thereof, whether interior or exterior, structural or nonstructural,
ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and
renewals shall be at least equal in quality and class to the original
Improvements. Tenant's obligation to repair shall include the obligation to
rebuild in the event of destruction however caused. The Minimum Annual Rent and
any additional rent shall not be reduced and Landlord shall not be liable under
any circumstances for a loss of or injury to property, loss of profits, or for
injury to or interference with Tenant's business arising from or in connection
with the condition of the Demised Premises (including without limitation due to
latent defects) or by virtue of Tenant's failure to make any repairs,
maintenance, alterations or improvements in or to any portion of the Demised
Premises or in or to fixtures, appurtenances and equipment therein. Tenant
hereby irrevocably waives and releases its right to make repairs at Landlord's
expense under any applicable law, statute, or ordinance now or hereafter in
effect.

            C. Tenant shall keep the Demised Premises in good and sanitary
condition and repair at Tenant's sole cost and expense including, without
limitation, snow removal, cleaning and rubbish removal. Should any law, standard
or regulation now or hereafter be imposed on Landlord or Tenant by a state,
federal or local governmental body charged with the establishment, regulation
and enforcement of occupational, health or safety standards for employers,
employees, landlords or tenants, then Tenant agrees, at its sole cost and
expense, to comply promptly with such laws, standards or regulations.

            D. Tenant acknowledges and agrees that Landlord has never occupied
or operated at the Demised Premises and that Landlord acquired the Demised
Premises directly from Tenant (who constructed or had constructed the
Improvements on the Demised Premises) and Tenant hereby agrees to undertake all
of the maintenance, repair, compliance and replacement responsibilities at the
Demised Premises regardless of how or when such responsibilities arise or arose.

            E. Tenant shall be solely responsible, at is sole cost and expense,
to make the Demised Premises safe and secure for any all persons at the Demised
Premises and Tenant shall obtain and provide such services including without
limitation fire prevention, fire detection, sprinklers, alarm and security
including guards as is necessary or appropriate to make the Demised Premises
safe and secure.

                                    ARTICLE 8

                                   Alterations

            Tenant is permitted to make non-structural interior alterations (as
hereinafter defined) to the Demised Premises without Landlord's consent and
without the submission of plans and specifications; provided, however, in the
event any such Alteration which is non-structural in nature requires an
application for a building permit to be signed by Landlord or its authorized
representative, Tenant shall, in each instance, first obtain Landlord's prior
written consent, which consent shall not be unreasonably conditioned, withheld
or delayed. Notwithstanding the foregoing, in the event the named Tenant herein
desires to make structural alterations to the Demised Premises, whether or not a
permit is required, Tenant shall in each instance first obtain Landlord's prior
written consent which consent shall not be unreasonably conditioned, withheld or
delayed.

            The term "Alteration" as used in this Lease shall mean any
decoration, improvement, addition, change, installation or work of, in, or to
the Demised Premises, including, without limitation, any of such involving
electrical, air conditioning, ventilation, heating, plumbing, ceilings,
stairways, partitions, demising walls within the Demised Premises, doors, gates,
vaults, radiators, enclosures, and whether or not the same are made in
connection with the repair, replacement or addition to trade fixtures or similar
machinery and equipment.

            In connection with any Alterations (other than decorative
Alterations or Alterations that do not require a building permit), Tenant shall:

                                       5
<PAGE>
            A. Take out and maintain in force (and require its Contractors and
subcontractors to take out and maintain in force) Workers Compensation
Insurance, and public liability insurance in the amounts mentioned in Article 10
hereof, naming Landlord as an additional insured, and deliver certificates of
all such insurance to Landlord prior to the commencement of any Alteration. The
policy shall require thirty (30) days written notice to Landlord prior to
cancellation or modification.

            B. Submit in advance for Landlord's approval, which approval shall
not be unreasonably conditioned, withheld, or delayed all plans and
specifications to be used in connection with any structural Alteration. Any such
plans and specifications shall be approved by any governmental, municipal, or
other authority having jurisdiction, and Tenant shall deliver to Landlord
promptly after receipt thereof, copies of such written approval of such
department or governmental authority.

            C. Perform all Alterations in a good workmanlike manner, fully
completed, free of all liens and encumbrances and in accordance with all
applicable laws, rules and regulations but nothing herein shall be construed to
prohibit Tenant from leasing, conditionally acquiring or granting a lien in any
of Tenant's equipment or trade fixtures. Tenant shall be responsible for the
proper maintenance of all of the Alterations performed by or on behalf of Tenant
in the Demised Premises.

            D. During the progress of the Alterations to be done by the Tenant
hereunder, said Alteration shall be subject to inspection by representatives of
the Landlord who shall be permitted access and the opportunity to inspect at all
reasonable times upon prior reasonable notice and compliance with Tenant's
security regulations.

            E. Tenant shall proceed with all Alterations promptly and shall
prosecute the same to completion with reasonable diligence and continuity.

            F. Tenant shall, at its sole expense, obtain all required consents,
authorizations and licenses from all federal, state and/or municipal authorities
having jurisdiction over any of the Alterations. All the Alterations shall be
done in accordance with the plans and specifications, and the consents,
authorizations and licenses obtained. All Alterations shall be performed in
compliance with the provisions of law and regulations applicable thereto.
Landlord shall cooperate with Tenant in the obtaining of any and all necessary
permits, authorizations and governmental approvals.

            G. Tenant will indemnify and save Landlord, its agents or employees,
harmless from and against any and all bills for labor performed and equipment,
fixtures and materials furnished to Tenant and from and against any and all
liens, bills or claims therefor or against the Demised Premises or the building
containing the same and from and against all losses, damages, costs, expenses,
suits and claims whatsoever in connection with any such Alteration, including,
without limitation, any liability or charge for sales or other taxes imposed or
demanded for labor or materials in connection therewith.

                                    ARTICLE 9

                                      Liens

            Tenant shall not permit to be created nor to remain undischarged any
lien, encumbrance or charge to be filed against the Demised Premises as a result
of any materials provided to or work performed by or on behalf of Tenant
including any Alterations made to the Demised Premises. If a lien, encumbrances
or charge is filed, the Tenant shall, within twenty (20) days from the date of
filing, cause the lien to be vacated by payment or by filing the requisite bond
and shall hold the Landlord harmless against the lienor's claim. The Tenant
shall defend for its own account and for the account of the Landlord, at
Tenant's expense, any action or proceeding brought to compel payment of the
lienor's claim and, in the event of a final judgment in the lienor's favor,
shall, without delay, satisfy the judgment and cause a satisfaction to be
recorded and the lis pendens, if any, vacated.

                                       6
<PAGE>
                                   ARTICLE 10

                                    Insurance

            Indemnification. Landlord shall not be liable for and Tenant hereby
relinquishes any claims against Landlord (and the lessor or lessors under all
ground or underlying leases and the holder of any mortgage or deed of trust
encumbering Landlord's interest in the Demised Premises and all of their
shareholders, members, partners, officers, directors, trustees, employees,
agents or representatives (collectively, "Landlord's Affiliates")) for damage to
any property, illness or death of any person in, upon, or about the Demised
Premises arising at any time and from any cause whatsoever other than damages
proximately and solely caused by reason of the active negligence or willful
misconduct of Landlord or its agents and employees. Tenant shall indemnify,
defend, and protect Landlord and Landlord's Affiliates, and hold Landlord and
Landlord's Affiliates harmless from any and all loss, cost, damage, expense and
liability (including without limitation court costs and attorneys' fees)
incurred in connection with or arising from any cause in, on or about the
Demised Premises, including, without limiting the generality of the foregoing:
(i) any default by Tenant in the observance or performance of any of the terms,
covenants or conditions of this Lease on Tenant's part to be observed or
performed; (ii) the use or occupancy of the Demised Premises by any party; (iii)
the condition of the Demised Premises or any occurrence or happening an the
Demised Premises from any cause whatsoever; or (iv) any acts, omissions or
negligence of any party in, on or about the Demised Premises or the Real
Property, either prior to, during or after the expiration of the Lease Term,
including, without limitation, any acts, omissions or negligence in the making
or performance of any alterations. Tenant further agrees to indemnify and save
harmless Landlord and Landlord's Affiliates, from and against any and all loss,
cost, liability, damage and expense including, without limitation, attorneys'
fees, incurred in connection with or arising from any claims by any persons by
reason of injury to persons or damage to property occasioned by any use,
occupancy, condition, occurrence, happening, act, omission or negligence
referred to in the preceding sentence or otherwise at, on or about the Demised
Premises. The provisions of this Article 10 shall survive the expiration or
sooner termination of this Lease with respect to any claims or liability
occurring prior to such expiration or termination.

            Fire and Casualty. Tenant shall maintain, at its sole cost and
expense, with insurers approved by Landlord (a) insurance with respect to the
Demised Premises against loss or damage by perils customarily included under
standard "all-risk" policies, in amounts sufficient to prevent Mortgagor or
Mortgagee from becoming a co-insurer of any partial loss under the applicable
policies, but in any event in an amount not less than 100% of the then full
insurable value (with an actual replacement value endorsement) of the Demised
Premises, as determined at Tenant's expense by the insurer or insurers or by an
expert approved by Landlord, (b) explosion insurance in respect of any steam and
pressure boilers and similar apparatus located in the Property in such amounts
as are usually carried by persons operating similar properties in the same
general locality, but in any event in an amount not less than $10,000,000, (c)
flood and earthquake hazard insurance, (d) worker's compensation insurance to
the full extent required by applicable law for all employees of Tenant engaged
in any work on or about the Demised Premises and employer's liability insurance
with a limit of not less than $1,000,000 for each occurrence, (e) business
interruption insurance in an amount equal to the loss of gross earnings and
rental value and the extra expense that could result from the cessation of the
business conducted by Tenant at the Demised Premises for a period of at least 24
months due to loss or damage resulting from any of the risks referred to in the
clauses (a) through (d), which business interruption insurance may be subject to
a deductible (or an exclusion) not exceeding the first five days following each
loss, and (f) all-risk builders' risk insurance with respect to the Demised
Premises during any period in which there is any construction occurring at the
Demised Premises, against loss or damage by fire and such other risks, including
vandalism, malicious mischief and sprinkler leakage, as are included in
so-called "extended coverage" clauses at the time available with respect to
similar property, in an amount not less than 100% of the then full insurable
value (with an actual replacement value endorsement) of the Demised Premises.

            Tenant Insurance. Tenant shall obtain and maintain throughout the
Lease Term, at its sole cost and expense, a policy or policies of standard fire,
extended coverage and special extended coverage insurance ("All Risks"),
including a vandalism and malicious mischief endorsement, sprinkler leakage
coverage and earthquake sprinkler leakage in an amount equal to the

                                       7
<PAGE>
full replacement value new without deduction for depreciation of all fixtures,
furniture and leasehold improvements installed in the Building and all
alterations and additions thereto, and replacement cost insurance on all plate
or tempered glass in or enclosing the Demised Premises.

            Liability Insurance. Tenant shall obtain and maintain throughout the
Lease Term, and at its sole cost and expense, comprehensive general liability
insurance, including public liability and property damage insurance in the
amount of no less than Ten Million Dollars ($10,000,000) per person and Ten
Million Dollars ($10,000,000) per occurrence for personal injuries or deaths of
persons occurring in or about the Demised Premises including a Broad Form
Comprehensive General Liability endorsement covering the insuring provisions of
this Lease and the performance of Tenant of the indemnity agreements set forth
in this Article. Provided however, insurance required hereunder for contractors
and subcontractors shall be in such commercially reasonable amounts as Landlord
shall reasonably determine.

            Environmental Insurance. (a) Tenant shall obtain and maintain
throughout the Original Term, any Extended Term and for three (3) years
following the end of the later to occur of the expiration of the Original Term
or an Extended Term, at its sole cost and expense, a pollution liability
insurance policy (the "Environmental Policy") in form and substance at least
equal to that currently maintained by Tenant pursuant to Policy # PLS8086867,
Pollution Legal Liability Select Policy, issued by Commerce and Industry
Insurance Co., with a coverage limit of $10,000,000 per occurrence (the
"Existing Environmental Policy").

            (b) Tenant shall use its best efforts to have the Landlord
identified as a named insured on the Existing Environmental Policy and any
subsequently issued Environmental Policy. In the event Tenant using its best
efforts cannot have Landlord so named, Tenant shall have Landlord named as an
additional insured on the Existing Environmental Policy and any subsequently
issued Environmental Policy.

            (c) In the event Landlord becomes an additional insured, Tenant
shall use its best efforts to have the insurance carrier delete paragraph 2 of
Endorsement 8 to the Existing Environmental Policy and shall thereafter use its
best efforts to have similar provisions deleted from any subsequently issued
Environmental Policy.

            Additional Insurance. Tenant shall carry and maintain during Lease
Term, at its sole cost and expense, such other types of insurance coverage and
in such amounts covering the Premises and Tenant's operations therein, as may be
reasonably requested by Landlord or its lender or ground lessor, including, but
not limited to, workers' compensation, automobile, liquor liability, and
business interruption insurance which shall cover a minimum of two (2) years of
business interruption.

            Form of Policies. The minimum limits of policies of insurance
required of Tenant under this Lease shall in no event limit the liability of
Tenant under this Lease. Such insurance shall: (i) name Landlord, and any other
party which Landlord specifies, as a named insured including without limitation
one or more loss payee endorsements in favor of the holders of any mortgages or
deeds of trust encumbering the interest of Landlord in the Demised Premises or
the ground or underlying lessors of the Land, or any portion thereof; (ii) be
issued by an insurance company having a rating of not less than A-X in Best's
Insurance Guide or which is otherwise acceptable to Landlord or Landlord's
Mortgagees and licensed to do business in the State(s) in which the Demised
Premises is located; (iii) be primary insurance as to all claims thereunder and
that any insurance carried by Landlord is excess and non-contributing with any
insurance requirement of Tenant; (iv) provide that said insurance shall not be
cancelled or coverage changed unless thirty (30) days' prior written notice
shall have been given to Landlord and any lender or ground lessor of Landlord's;
(v) contain a cross liability endorsement or severability of interest clause
acceptable to Landlord; and (vi) shall not have a deductible in excess of
$250,000.00. To the extent that Landlord carries liability insurance on the
Premises and the Real Property, and Tenant has an insurable interest thereunder
over and above the insurance coverage that it is required to maintain under this
Article 10, Landlord shall attempt to name Tenant as an additional insured
thereunder, as its interest may appear, so long as such naming will not have any
effect on Tenant's obligations under this Article 10 or the nature, effect or
extent of the insurance coverage required to be maintained hereunder by Tenant.
Tenant shall, at Tenant's sole cost and expense, comply with all insurance
company requirements pertaining to the Demised

                                       8
<PAGE>
Premises. Tenant, at Tenant's expense, shall comply with all rules, orders,
regulations or requirements of the American Insurance Association (formerly the
National Board of Fire Underwriters) and with any similar body. Landlord shall
be entitled to increase any or all of the minimum insurance coverages provided
for in this Lease to such higher amounts as Landlord shall deem, in its good
faith determination, to be appropriate.

            Subrogation. Tenant agrees to have its insurance company(ies)
issuing property damage insurance waive any rights of subrogation that such
company(ies) may have against Landlord.

            Delivery of Policies, etc. Tenant will deliver, or cause to be
delivered, to Landlord, on or before the Commencement Date and thereafter no
later than 30 days prior to the expiration of any policy a binder or certificate
of the insurer evidencing the replacement thereof and not later than 15 days
prior to the expiration of such policy, (a) the original or true copies of all
policies or certificates evidencing all insurance required to be maintained
under this Article 10 together with certificates of insurance and a letter from
an insurance broker or agent satisfactory to Landlord to the effect that the
insurance policies maintained by Tenant comply with the terms of this Lease, and
(b) evidence as to the payment of all premiums due thereon (with respect to
public liability insurance policies, all installments for the current year due
thereon to such date), provided that Landlord shall not be deemed by reason of
its custody of such policies to have knowledge of the contents thereof. Tenant
will also deliver to Landlord, promptly upon request, a certificate of a
principal of Tenant (a "Compliance Certificate") setting forth the particulars
as to all such insurance policies and certifying that the same comply with the
requirements of this Article, that all premiums due thereon have been paid and
that the same are in full force and effect. Tenant will also deliver to Landlord
an original copy (or true copy) of the new policy or a certificate evidencing
such new policy. In the event Tenant shall fail to procure such insurance, or to
deliver such policies or certificate, Landlord may, at its option, following 5
business days notice to Tenant procure such policies for the account of Tenant,
and the cost thereof shall be paid to Landlord as additional rent within thirty
(30) days after delivery to Tenant of bills therefor.

            Separate Insurance. Tenant will not take out separate insurance
concurrent in form or contributing in the event of loss with that required to be
maintained pursuant to this Article 10.

                                   ARTICLE 11

                               Emergency Lighting

            A. Tenant shall designate, to the extent required by law, each exit
from the Demised Premises with an illuminated sign.

            B. Tenant shall, at its sole cost and expense, to the extent
required by law, have sufficient emergency lighting to illuminate the Demised
Premises and to comply with all laws, rules and regulations of governmental
agencies and Landlord's and/or Tenant's insurance companies.

                                   ARTICLE 12

                                     Broker

            The parties warrant and represent to each other that they have
consulted no broker in connection with this transaction other than Ron Parr.
Tenant agrees to hold the Landlord harmless for any claims made by any other
broker, and all costs, expenses and liabilities incurred by Landlord in
connection therewith, including attorneys' fees and expenses, resulting from the
breach of Tenant's representations hereunder. Tenant shall pay commissions due
Ron Parr pursuant to a separate agreement.

                                       9
<PAGE>
                                   ARTICLE 13

                                  Force Majeure

            If any of the following ("force majeure") shall occur: (i) strike,
lockout or labor dispute; (ii) inability to obtain labor and materials, or
reasonable substitutes therefore; (iii) acts of God, governmental restrictions,
regulations or controls, enemy or hostile governmental action, civil commotion,
insurrection, revolution, sabotage, fire or other casualty; or (iv) matters
beyond the reasonable control of the parties obligated to perform, and, as a
result of any such event, either party hereto shall fail to perform punctually
any obligation of this Lease, except the payment of Fixed Rent and additional
rent within the period set forth in this Lease for performance, then such time
for performance shall be extended for the period equal to the duration of the
delay caused by such event, but such party shall punctually perform the
obligations of this Lease as soon as practicable after the reason for such delay
has ceased.

                                   ARTICLE 14

            Governmental Approvals and Compliance with Laws

            Tenant, at its sole cost and expense, will comply, or cause
compliance with:

            (a) all provisions of any insurance policy covering or applicable to
the Demised Premises or any part thereof, all requirements of the issuer of any
such policy, and all orders, rules, regulations and other requirements of the
New York Board of Fire Underwriters (or any other body exercising similar
functions) applicable to or affecting the Demised Premises or any part thereof
or any use or condition of the Demised Premises or any part thereof;

            (b) all laws, statutes, codes, acts, ordinances, orders, permits,
judgments, decrees, injunctions, rules, regulations, permits, licenses,
authorizations, directions and requirements (including, without limitation,
those relating to the protection of the environment and the Americans with
Disabilities Act) of all governments, departments, commissions, boards, courts,
authorities, agencies, officials and officers, which now or at any time
hereafter may be applicable to the Demised Premises or any part thereof, or any
of the adjoining sidewalks, curbs, vaults and vault space, if any, streets or
ways, or any use or condition of the Demised Premises or any part thereof
(collectively, "Legal Requirements");

            (c) all restrictions, easements, reciprocal easement agreements and
covenants now or hereafter of record and affecting all or any portion of the
Demised Premises (collectively, "Restrictions"); and

            (d) the provisions of any underlying or ground lease or mortgage or
deed of trust now or hereafter affecting all or any portion of Landlord's
interest in the Demised Premises.

The Tenant's obligation, at its sole cost and expense, to comply with the
provisions of (a)-(d) above is absolute and is regardless whether or not
compliance therewith shall require structural changes or replacements in or
interference with the use and enjoyment of the Demised Premises or any part
thereof and whether or not such compliance could be foreseen or is unforeseen,
ordinary or extraordinary. Tenant's obligations shall include any defects or
other items that may need correction as of the date hereof or which may have
resulted from defective construction or design of the Demised Premises.

            Tenant's obligations under this Lease to comply with Legal
Requirements shall not include compliance with Legal Requirements relating to
employment practice.

            Late Charges. Tenant hereby acknowledges that late payment by Tenant
to Landlord of Minimum Annual Rent or other sums due hereunder will cause
Landlord to incur costs not contemplated by this Lease, the exact amount of
which are extremely difficult to ascertain. Such costs include, but are not
limited to, processing and accounting charges, and late charges which may be
imposed upon Landlord by the terms of any mortgage or deed of trust covering the
Premises.

                                       10

<PAGE>



Accordingly, if any installment of Minimum Annual Rent or any other sum due from
Tenant shall not be received by Landlord or Landlord's designee within five (5)
days of the date due following written notice, then (and without prejudice to
Landlord's rights and remedies in respect of such default) Tenant shall pay to
Landlord a late charge equal to five percent (5%) of such amount overdue plus
any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay
rent and/or other charges when due hereunder. The parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs that Landlord
will incur by reason of the late payment by Tenant. Acceptance of such late
charge by Landlord shall in no event constitute a waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder. The late charge shall be deemed
additional rent and the right to require it shall be in addition to all of
Landlord's other rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Landlord's remedies in any
manner. In addition to the five percent (5%) late charge described above, any
rents or other amounts owing hereunder which are not paid within five (5) days
after the date they are due shall thereafter bear interest until paid at a rate
per annum equal to the lesser of the prime rate as announced from time to time
in the Wall Street Journal (the "Prime Rate") plus seven percent (7%) per annum
or the highest rate permitted by applicable law. If such Prime Rate is no longer
published, Landlord shall have the right to substitute a replacement index that
in Landlord's good faith determination is reasonably similar to the Prime Rate.

            In the event the Landlord does not commence any proceedings to
review or contest any real estate taxes, rent taxes, or other sums due pursuant
to this Article on or before sixty (60) days prior to the expiration of the
period within which to institute such proceeding, Tenant may, at Tenant's sole
cost and expense, undertake such proceedings to review or contest any such tax
or assessment as it deems necessary in its name or in the name of the Landlord,
and Landlord agrees to cooperate with Tenant and to execute any and all
reasonable instruments which may be reasonably required for the prosecution of
any such proceedings. Provided that Tenant has complied with all of the terms
and conditions of this Lease, beyond any applicable cure or grace periods,
including without limitation, the payment of all sums due pursuant to this
Article, Tenant shall be entitled to the full amount of any refund due on
account of taxes or assessments payable upon the Demised Premises if Tenant
shall be successful in securing a reduction in such taxes or assessments. To the
extent that Landlord incurs any expenses or costs in connection with the
Tenant's commencement or any review or contest of any tax or assessment, Tenant
shall reimburse Landlord for its reasonable expenses and costs including
reasonable attorneys fees, appraisers fees, etc. upon thirty (30) days of demand
therefore. Tenant shall provide Landlord with copies of all correspondence,
documentation and other writings submitted to any governmental agency having
jurisdiction over the Demised Premises pertaining to any contest.

            Tenant shall have the right, at its sole cost and expense, to
contest all Legal Requirements or Environmental Laws (as defined in Articles 14
and 45) provided such contest does not subject the Landlord to any costs,
penalties, judgments, liens, expenses, fines or other impositions of any kind or
nature and provided further that said contest does not subject Landlord to any
criminal or civil proceedings of any kind or nature. Tenant shall provide
Landlord with copies of all correspondence, documentation and other writings
submitted to any governmental agency having jurisdiction over the Demised
Premises pertaining to any contest.

            Tenant's compliance with Legal Requirements or Environmental Laws
(as hereinafter defined in Article 45) shall be deemed adequate compliance by
Tenant provided said compliance is performed to the satisfaction of all
governmental agencies having jurisdiction over the Demised Premises.

                                   ARTICLE 15

                                 Lesser Payments

            No payment by the Tenant or receipt by the Landlord of a lesser
amount than the Fixed Rent or any other payment demanded by Landlord (including
additional rent as set forth in Article 6) shall be deemed other than a payment
on account of the earliest Fixed Rent due, nor shall any endorsement or
statement on any check or on any letter accompanying any check or payment as

                                       11
<PAGE>
Fixed Rent or additional rent be deemed an accord and satisfaction and the
Landlord may accept such check or payment without prejudice to its right to
recover the balance of the Fixed Rent or additional rent or to pursue any other
remedy provided for in this Lease.

                                   ARTICLE 16

                                    Indemnity

            Tenant, during the Original Term, and any Extended Terms and any
period in which Tenant occupies or uses the Demised Premises, shall indemnify
and save harmless the Landlord, Landlord's Affiliates, Landlord's agents,
servants and employees and Landlord's lessor, if any, from and against any and
all claims and demands whether for injuries to persons or loss of life, or
damage to property, arising out of the use and occupancy of the Demised Premises
by Tenant, or occasioned by any act or omission of Tenant, its agents,
contractors, employees, servants, lessees, concessionaires, invitees, licensees
and customers except to the extent solely caused by the active negligence or
wilful misconduct of Landlord, Landlord's agents, servants and/or for employees.

                                   ARTICLE 17

                                   Exculpation

            If the Landlord or any successor in interest be a corporation,
limited liability company, an individual, a joint venture, a tenancy in common,
a co-partnership, an unincorporated association, or other unincorporated
aggregate of individuals (all of which are referred to below, individually and
collectively, as an "unincorporated Landlord") then, anything elsewhere to the
contrary notwithstanding, Tenant shall look solely to the estate and property,
if any, of such unincorporated Landlord in the Demised Premises, for the
satisfaction of Tenant's remedies for the collection of a judgment (or judicial
process) requiring the payment of money by Landlord in the event of any default
or breach by Landlord with respect to any of the terms, covenants and conditions
of this Lease to be observed and/or performed by Landlord, and no other property
or assets of such unincorporated Landlord shall be subject to levy, execution or
other enforcement procedure for the satisfaction of Tenant's remedies.
Notwithstanding anything herein to the contrary, in the event Landlord
effectuates a Subdivision (as hereafter defined), the parcel that is the subject
of the Subdivision will no longer be deemed part of the Landlord's estate in the
Demised Premises for purposes of this Article 17.

                                   ARTICLE 18

                      Air Conditioning, Heat and Utilities

            A. Tenant shall keep and maintain in reasonably good repair,
including replacement thereof, if necessary, at its own cost and expense, the
air conditioning system, the heating system, electrical system and all other
related equipment and pay for electrical service. The heating and air
conditioning equipment, including any addition or replacements, are the property
of the Landlord. Tenant agrees, at its sole cost and expense, to arrange for,
and pay for, the hooking up of, and the connection to, all requisite utilities
to the Demised Premises, including meters, and to directly pay for the use of
all such utilities. In the event that any utilities are billed directly to
Landlord, whether sub-metered or otherwise, then and in that event Tenant shall
pay to Landlord immediately upon demand all of such expenses.

            B. Tenant shall furnish and promptly pay for all utility service,
including, but not limited to, heat, air conditioning, water, steam,
ventilating, sewer rents, gas and electric service required for the exclusive
use of the Demised Premises.

            C. Landlord shall not be liable for, and Tenant shall not be
entitled to any reduction of the Minimum Annual Rent or of the additional rent
on account of Tenant's failure to receive any utility service on account of
accident, breakage, when such failure is caused by acts of God, war, repairs,
strikes, lockouts or other labor disturbances or disputes, unavailability of
materials or labor, or by any other cause whatsoever, or by rationing or
restrictions on the use of said services

                                       12
<PAGE>
and utilities due to energy shortages, war or any other reason, or the making of
repairs, alterations or improvements to the Demised Premises or Building.
Furthermore, Landlord shall not be liable under any circumstances for a loss of,
or injury to, property or for injury to, or interference with, Tenant's
business, including, without limitation, loss of profits, however occurring,
through or in connection with or incidental to a failure to furnish or receive
any of the foregoing services or utilities. Landlord shall be entitled to
cooperate voluntarily in a reasonable manner with the efforts of national, state
or local governmental bodies or of suppliers of utilities in reducing energy or
other resources consumption, and Tenant shall not be relieved of its obligation
to pay the full Minimum Annual Rent or any additional rent by reason thereof.

                                   ARTICLE 19

                             Assignment by Landlord

            Landlord may sell the Demised Premises, Building, or Landlord's
interest therein or assign its interest in this Lease, or any part thereof, in
the exercise of its sole discretion, and upon the written request of Landlord,
Tenant shall acknowledge the consent to any such assignment in writing, provided
that Landlord's purchaser or assignee assumes all of Landlord's covenants,
liabilities and agreements contained in this Lease. Additionally, upon the
written request of Landlord, Tenant shall provide any information or
certification (in form and substance reasonably satisfactory to Landlord) of the
status of this Lease reasonably requested by Landlord and Tenant shall execute
any memoranda, certificate, attornment or other document in recordable form or
otherwise as reasonably required by Landlord or to undertake any action
reasonably requested by Landlord to evidence the existence of this Lease or to
effectuate any such sale or assignment.

                                   ARTICLE 20

                            Assignment and Subletting

            Restrictions. Tenant shall not transfer, assign, sublet, mortgage,
license, grant a concession or otherwise hypothecate or encumber this Lease, or
Tenant's interest in and to the Demised Premises (collectively, a "Transfer"),
without first obtaining the Landlord's written consent thereto, which consent
shall not be unreasonably withheld, conditioned or delayed. Any such attempted
or purported Transfer without Landlord's prior written consent shall be void and
of no force or effect and shall constitute a default under this Lease.
            Procedure for Transfer. Should Tenant desire to make a Transfer
hereunder, Tenant shall, in each instance, give written notice of its intention
to do so to Landlord at least thirty (30) days prior to the effective date of
any such proposed Transfer, specifying in such notice the details of the
proposed Transfer transaction and the proposed date thereof, and specifically
identifying the proposed transferee. Such notice shall be accompanied, in the
case of a subletting, license, assignment or concession agreement, by a copy of
the proposed sublease, license, assignment or concession agreement and any other
documents or financial information Landlord may reasonably require in order to
make a determination as to the proposed Transfer. Landlord shall, within fifteen
(15) days after its receipt of such notice of a proposed Transfer from Tenant,
by mailing written notice to Tenant of its intention to do so, pursuant to
Article 20 of this Lease, either (i) withhold consent to the Transfer, or (ii)
consent to such Transfer, but if Landlord shall fail to timely send its
determination, then Landlord shall be deemed to have rejected the proposed
Transfer.
            Effect of a Transfer. The transferee shall agree to comply with and
be bound by and shall assume all of the terms, covenants, conditions, provisions
and agreements of this Lease to the extent of the space transferred, assigned or
sublet; and Tenant shall deliver to Landlord promptly after execution an
executed copy of each such Transfer document and an agreement of compliance by
the transferee. No Transfer of this Lease or agreement entered into with respect
thereto, whether with or without Landlord's consent, shall relieve Tenant from
its primary liability under this Lease.
            Required Documents. Each Transfer to which Landlord has consented
shall be evidenced by a written instrument in form reasonably satisfactory to
Landlord, executed by Tenant and the transferee, under which the Transferee
shall agree in writing for the benefit of Landlord to assume, to perform and to
abide by all of the terms, covenants and conditions of this Lease to be

                                       13
<PAGE>
done, kept and performed by Tenant, including the payment of all amounts due or
to become due under this Lease directly to Landlord and the obligation to use
the Premises only for the purposes specified in this Lease. Provided, however,
in the event of a sublease of a portion of the Demised Premises, subleasee shall
be responsible only for the terms, covenants and conditions of this Lease
applicable to the subleased premises and the payment of only the amount due or
to become due under said sublease. Tenant agrees to reimburse Landlord for
Landlord's attorneys, and administrative fees incurred in conjunction with the
processing of and documentation for each such requested Transfer, whether or not
the Transfer is consummated.

            Assignment of Subleases, etc. In the event of a sublet, license or
grant of a concession to all or any portion of the Demised Premises, such
sublet, license or grant shall be deemed pledged to Landlord and Tenant hereby
assigns to Landlord all its right, title and interest as landlord under any such
sublease, license or concession agreement now existing or hereafter entered
into, and all rents and other sums payable to Tenant under each such agreement,
together with the right to collect and receive the same, provided that, if and
so long as no default shall have occurred under this Lease, Tenant shall be
permitted to exercise its rights and perform its obligations as landlord under
such agreements and to collect and receive such rents and other sums for its own
uses and purposes. Upon the occurrence of a default, such permission shall
automatically terminate and shall without Landlord's express written consent.
Such assignment shall be fully operative without any further action on the part
of either party and Landlord shall be entitled, at its option, upon the
occurrence of a default hereunder, to all rents, income and other benefits from
the Demised Premises whether or not Landlord takes possession of the Demised
Premises. All actions or collections by Landlord pursuant to this Article 20
shall be without prejudice to its other rights and remedies on account of any
default of Tenant.

            For purposes of this Article 20, notwithstanding anything to the
contrary contained herein, occupancy of the Demised Premises by any subsidiary
and/or any division of the named Tenant herein or any transfer of stock of
Tenant shall not be deemed a sublease or assignment. Landlord's consent shall
not be required with respect to any assignment by Tenant to any affiliated
corporation or any successor corporation resulting from a merger or asset
acquisition.

                                   ARTICLE 21

                                    Recording

            Tenant may not record this Lease or any Memoranda of Lease. Nothing
herein shall prohibit Landlord from recording this Lease or a Memoranda thereof.
If so requested by Landlord, Tenant shall promptly execute such Memoranda.

                                   ARTICLE 22

                            Termination and Hold Over

            (a) Whenever Tenant shall default in the payment of any installment
of Fixed Rent, or any item of additional rent, and such default shall continue
for five (5) business days after Landlord shall have given to Tenant a written
notice specifying such default; or

            (b) Whenever Tenant shall do, or permit anything to be done, whether
by action or inaction, contrary to any covenant or agreement on the part of
Tenant herein contained or contrary to any of the covenants, agreements, terms
or provisions of this Lease, or shall fail in the keeping of performance of any
of the covenants, agreements, terms or provisions contained in this Lease which
on the part or behalf of Tenant are to be kept or performed (other than those
referred to in the foregoing subsection [a] of this Article), and Tenant shall
fail to commence to take steps and remedy (subject to unavoidable delay) the
same within thirty (30) days after Landlord shall have given to Tenant a written
notice specifying the same, or having so commenced shall thereafter fail to
proceed diligently to remedy the same; or

            (c) Whenever an involuntary petition shall be filed against Tenant
under any bankruptcy or insolvency law or under the Reorganization provisions of
the United States

                                       14
<PAGE>
Bankruptcy Act or under the provisions of any law of like import, or a Receiver
or Trustee of Tenant or of or for the property of Tenant shall be appointed
without the acquiescence of Tenant, and such situation under this subsection (c)
shall continue and shall not be remedied by Tenant within thirty (30) days after
the happening of any such event; or

            (d) Whenever Tenant shall make an assignment of the property of
Tenant for the benefit of creditors or shall file a voluntary petition under any
bankruptcy or insolvency law, or whenever any court of competent jurisdiction
shall approve a petition filed by Tenant under the Reorganization provisions of
the United States Bankruptcy Act or under the provisions of any law of like
import, or whenever a petition shall be filed by Tenant under the Arrangement
provisions of the United States Bankruptcy Act or under the provisions of any
law of like import, then, regardless of and notwithstanding that Landlord prior
to the giving of such notice, shall have received rent or any payment, however
designated, for the use of the Demised Premises from or on behalf of Tenant or
from any other person and regardless of and notwithstanding the fact that the
Landlord has or may have some other remedy under this Lease or by virtue hereof,
or in law or in equity;

            Then with respect to Tenant's defaults under this Article, Landlord
or its attorneys, Moritt, Hock, Hamroff & Horowitz, LLP or its successor, may at
any time after any of such events, and the giving of such notice as may be
required hereunder, give to Tenant a notice of intention to end the Term of this
Lease, specifying a day not less than five (5) days thereafter and, upon the
giving of such notice, this Lease and the term and estate hereby granted shall
expire and terminate upon the day so specified in such notice as fully and
completely and with the same force and effect as if the day so specified were
the date hereinabove fixed for the expiration of the Original Term or any
Extended Term of this Lease and all rights of Tenant under this Lease shall
expire and terminate, but Tenant shall remain liable for damages as hereinafter
provided in this Lease.

            (e) Upon any such termination or expiration of this Lease, Tenant
shall peaceably quit and surrender the Demised Premises, in broom clean
condition, to Landlord, and Landlord may, without further notice, enter upon,
re-enter, possess and repossess itself thereof, by summary proceedings,
ejectment or otherwise, and may dispossess and remove Tenant and all other
persons and property from the Demised Premises and may have, hold and enjoy the
Demised Premises and the right to receive all rental and other income of and
from the same. The exercise by Landlord of any right granted in this Article 22
shall not relieve Tenant from the obligation to make all payments of Fixed Rent,
Additional Rent and Taxes on Real Estate and to fulfill all other covenants
required by this Lease, at the time and in the manner provided herein. No
re-entry by Landlord shall be deemed an acceptance of a surrender of this Lease.

            (f) Upon the termination or expiration of the term of this Lease,
should the Tenant holdover and remain in possession of the Demised Premises, the
Tenant shall pay as use and occupancy a sum equal to one hundred fifty (150%)
percent of the monthly Fixed Rent provided for in Article 4 hereof for the last
month of the Original Lease Term or the then-applicable Extended Term, together
with a sum equal to all additional rent payable hereunder for each month or part
thereof during which the Tenant remains in possession of the Demised Premises
beyond the expiration of the term hereof.

                                   ARTICLE 23

                            Assignment in Bankruptcy

            Without limiting any of the provisions of the United States
Bankruptcy Code (or any similar law hereafter enacted having the same general
purpose), if Tenant is permitted to assign this Lease notwithstanding the
restrictions contained in this Lease, adequate assurance of future performance
by an assignee expressly permitted under such Code shall be deemed to mean the
deposit of cash security in an amount equal to the sum of one (1) year's Fixed
Rent plus an amount equal to the Additional Rent for the Lease Year preceding
the year in which the assignment occurs, which deposit shall be held by Landlord
for the balance of the Lease Term, without interest, as security for the full
performance of all of Tenant's obligations under this Lease.

                                   ARTICLE 24


                                       15

<PAGE>
                                    Merger

            Subject to the terms of this Lease all negotiations, considerations,
representations and understanding between the parties are incorporated in this
Lease. Landlord or Landlord's agents have made no representations or promises
with respect to the Demised Premises, except as herein expressly set forth.

                                  ARTICLE 25

                        Executed Counterparts of Lease

            This Lease may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original; and all
such counterparts shall together constitute but one and the same Lease.

                                  ARTICLE 26

                                   No Offer

            The submission of this document to Tenant for examination does not
constitute an offer to lease, or a reservation of or option to lease, and
becomes effective only upon execution and delivery thereof by Landlord and
Tenant.

                                  ARTICLE 27

                                 Severability

            If any provision of this Lease or the application thereof to any
person or circumstance shall, for any reason and to any extent, 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 extent permitted by law. This Lease shall be construed without
regard to any presumption or other rule requiring construction against the party
causing this Lease or any part thereof to be drafted. All terms and words used
in this Lease, 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.

                                  ARTICLE 28

                              Remedies on Default

            Upon the occurrence of any event of default by Tenant, beyond
applicable grace or cure periods, if any, Landlord shall have, in addition to
any other remedies available to Landlord at law or in equity, the option to
pursue any one or more of the following remedies (each and all of which shall be
cumulative and nonexclusive) without any notice or demand whatsoever:

            Terminate this Lease, in which event Tenant shall immediately
surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may,
without prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying the Premises or any part
thereof, without being liable for prosecution or any claim or damages therefore;
and Landlord may recover from Tenant the following:



            (i) Landlord shall be entitled to receive from Tenant, and Tenant
covenants and agrees to pay to Landlord, the difference between the total amount
of Minimum Annual Rent that remains to be paid for the balance of the Lease Term
then in effect immediately prior to the termination of this Lease plus
reasonable allowances for items of additional rent less the actual rent, if any,
and net of collection, brokerage, concession and renovation costs therefor
actually to be collected by Landlord pursuant to any new lease, if any, that
Landlord may have obtained at the time


                                       16
<PAGE>
of the termination of this Lease and for the entire remaining balance of the
Lease Term then in effect. If the foregoing calculation results in a negative
number no payment shall be due from Tenant hereunder and in no event shall
Tenant be entitled to any sums from Landlord. Landlord shall be under no
obligation or liability to attempt to mitigate its damages and to the extent
that Landlord shall attempt to relet all or any portion of the Demised Premises
Landlord shall not be liable for its inability to effect such a reletting or
even if a reletting shall occur for its failure to collect all or any portion of
the rents provided for in such reletting.

            (ii) All sums due from Tenant to Landlord as calculated herein shall
be paid by the wire transfer of immediately available funds within five (5)
business days after the good faith determination by Landlord of the amount due
pursuant to (i) above.

            If Landlord does not elect to terminate this Lease on account of any
default by Tenant, Landlord may, from time to time, without terminating this
Lease, enforce all of its rights and remedies under this Lease, including, but
not limited to, (i) the right to recover all Fixed Rent and additional rent as
it becomes due, (ii) the right to re-enter the Demised Premises, and (iii) the
right to re-let the Demised Premises or any portion thereof from time to time
without terminating this Lease. Any such reletting may be an such terms and
conditions including, but not limited to, the term thereof and the rent to be
paid thereunder, as Landlord may determine in its sole discretion. Any rents
received by Landlord during such reletting shall be applied first, to any and
all costs incurred by Landlord in connection with such reletting including, but
not limited to, brokerage commissions, construction costs and professional fees,
second, to all sums due or which become due from Tenant to Landlord hereunder,
and any remaining sums shall be held by Landlord to be applied in the future
against any rent and all other charges which be come due hereunder. If the rent
and other sums received by Landlord as a result of such reletting during any
month are less that the amounts Landlord was to receive from Tenant hereunder
during that month, Tenant shall immediately pay any such deficiency to Landlord
by the wire transfer of immediately available funds. Such deficiency shall be
calculated and paid on a monthly basis. During any reletting term, Tenant shall
be deemed to have voluntarily surrendered possession of the Premises to Landlord
so that Landlord will be permitted to give any new tenant from time to time full
and unencumbered use, occupancy and possession of the Premises, all without any
rights of possession or interference from Tenant.

            Whether or not Landlord elects to terminate this Lease on account of
any default by Tenant, Landlord shall have the right to terminate any and all
subleases, licenses, concessions or other consensual arrangements for Possession
entered into by Tenant and affecting the Premises or may, in Landlord's sole
discretion, succeed to Tenant's interest in such subleases , licenses,
concessions or arrangements.

            Form of Payment After Default. Following the occurrence of an event
of default by Tenant, Landlord shall have the right to require that any or all
subsequent amounts paid by Tenant to Landlord hereunder, whether in the cure of
the default in question or otherwise, be paid in the form of cash, money order,
cashier's or certified check drawn on an institution acceptable to Landlord, or
by other means approved by Landlord, notwithstanding any prior practice of
accepting payments in any different form.


            Waiver of Default No waiver by Landlord or Tenant of any violation
or breach of any of the terms, provisions and covenants herein contained shall
be deemed or construed to constitute a waiver of any other or later violation or
breach of the same or any other of the terms, provisions, and covenants herein
contained. Forbearance by Landlord in enforcement of one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to
constitute a waiver of such default. The acceptance of any rent hereunder by
Landlord following the occurrence of any default, whether or not known to
Landlord, shall not be deemed a waiver of any such default, except only a
default in the payment of the rent so accepted. Landlord shall be free to accept
checks from or on behalf of Tenant without prejudice to Landlord's rights and
remedies and no special endorsement or notation on any check shall in any manner
be binding on Landlord and Landlord shall be free to accept such checks.

                                       17
<PAGE>

            Mitigation. Landlord shall not be required to relet the Demised
Premises nor exercise any other right granted to Landlord hereunder, nor shall
Landlord be under any obligation to minimize Tenant's loss as a result of
Tenant's default. If Landlord attempts to relet the Demised Premises, Landlord
shall be the sole judge as to whether or not a proposed tenant is suitable and
acceptable. Landlord shall not be liable for failure to relet the Demised
Premises.

                                  ARTICLE 29

                       Subordination and Non Disturbance

            This Lease shall be subject and subordinate at all times to: (i) all
ground leases or underlying leases now existing or hereafter executed affecting
the Building or any of the Real Property, or both; and (ii) the lien of any
mortgage or deed of trust now existing or hereafter executed in any amount for
which any of the Demised Premises, ground leases, underlying leases, or
Landlord's interest or estate in any of said items is specified as security.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or any such liens to underlying
leases or to this Lease. In the event that any ground lease or underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant shall,
notwithstanding any subordination and at the option of such successor, attorn to
and become Tenant of the successor in interest to Landlord, at the option of
such successor in interest. Tenant covenants and agrees to execute and deliver,
within ten (10) days of request by Landlord and in the form requested by
Landlord, any additional documents evidencing the priority or subordination of
this Lease with respect to any such ground leases or underlying leases or in the
lien of any such mortgage or deed of trust. If Tenant fails to timely execute
such additional documents, Tenant hereby appoints Landlord as Tenant's
attorney-in-fact for the sole purpose of executing such additional documents on
behalf of Tenant. If requested by any present or future lender or ground lessor,
Tenant agrees to amend this Lease provided such amendment does not materially
increase the obligations or materially decrease the rights of Tenant under this
Lease.

                                  ARTICLE 30

                                Eminent Domain

            Permanent Taking. A. If the entire Demised Premises (meaning all of
separate properties comprising the Demised Premises) is taken under power of
eminent domain or sold, transferred or conveyed in lieu thereof, either Landlord
or Tenant shall have the right to terminate this Lease as of the earliest of the
date of vesting of title or the date possession is taken by the condemning
authority; such right shall be exercised by the giving of written notice to the
other party on or before said date. In either of such events, Landlord shall
receive the entire award which may be made in such taking or condemnation, and
Tenant hereby assigns to Landlord any and all rights of Tenant now or hereafter
arising in or to the same whether or not attributable to the value of the
unexpired portion of this Lease; provided, however, that nothing contained
herein shall be deemed to give Landlord any interest in or to require Tenant to
assign to Landlord any award made to Tenant solely for Tenant's moving expenses,
or the taking of the unamortized or the undepreciated value of Tenant's personal
property, or that portion of the unamortized or undepreciated portion of
Tenant's improvements, which were not purchased with any funds from a tenant
improvement allowance supplied by Landlord.


            B. In the event of any other taking or a sale, transfer, or
conveyance in lieu thereof (each a "Taking"), or if this Lease is not terminated
by Landlord or Tenant as provided above, then this Lease shall continue in full
force and effect in respect of the remaining portion of the Demised Premises.
Landlord agrees to make the net condemnation proceeds, if any (subject to the
standard disbursement procedures of the Lender in connection with a
construction/building loan of its lender(s)) available to Tenant, and said net
condemnation proceeds shall be disbursed to Tenant in reimbursement of the final
costs of any reasonable restoration needed due to such Taking but (i) only upon
the completion in full of the restoration of the Demised Premises and the
receipt of all applicable governmental approvals such as, but not limited to, a
final certificate of occupancy, (ii) only upon receipt of an architect's
certification satisfactory to Landlord that the restoration has been


                                       18
<PAGE>
completed in accordance with the plans and specifications therefor previously
approved by Landlord, (iii) only upon the production of such lien waivers and
title endorsements as Landlord shall require, (iv) only after such time as
Tenant has resumed full operations at the Premises, (v) only if there shall be
no default under the Lease and (vi) only to the extent of the actual and
reasonable third party expenses of Tenant incurred with such restoration as
reasonably established to Landlord; provided that (x) no disbursements shall be
made in respect of the restoration of Tenant's personalty, and (y) Tenant shall
be responsible for any excess cost of restoration over the amount of net
condemnation proceeds, if any, regardless of the amount of such excess cost.

            Tenant to Reconstruct. Tenant shall, at its sole cost and expense
(and regardless or whether or not covered by condemnation proceeds in whole or
part), forthwith repair and/or replace Demised Premises to as close to its
original condition as is possible following a Taking and shall complete same
within one hundred twenty (120) days of the damage or such longer period as is
reasonable to complete said repairs. In no event shall Landlord be required to
repair any injury or damage to or to make any repairs or replacements. In
connection with such repairs and replacements Tenant shall submit to Landlord,
for Landlord's review and prior written approval, all plans, specifications and
working drawings relating thereto. Tenant shall not be entitled to any
compensation or damages from Landlord for damage to any of Tenant's
improvements, alterations, fixtures, or Tenant's other property, for loss of use
of the Demised Premises or any part thereof, or for any damage to or
interference with Tenant's business, loss of profits, or for any disturbance to
Tenant caused by any Taking or the restoration of the Demised Premises following
such Taking. All such restoration shall be performed by Tenant in accordance
with all of the requirements of this Lease. In the event that the Taking is not
covered in whole or in part by net condemnation proceeds, Tenant shall
nonetheless be responsible, at its sole cost and expense, to repair and/or
replace the Demised Premises as required by this Article. To the fullest extent
permitted by applicable law, Tenant hereby waives any and all rights it might
otherwise have pursuant to applicable law which permits a termination of this
Lease due to any Taking.

            Temporary Taking. In the event of temporary taking of all or any
portion of the Premises for a period of 360 days or less, then this Lease shall
not terminate and the Minimum Annual Rent and the additional rent shall not be
abated for the period of such taking except solely to the extent, if any,
Landlord shall receive any net condemnation proceeds on account of its lost
rents. Landlord shall be entitled to receive the entire award made in connection
with any such temporary taking.

            Landlord's Fees. Tenant shall promptly reimburse Landlord (and
Landlord shall be entitled to reimburse itself directly out of the net
condemnation proceeds) for any costs incurred by Landlord in connection with a
Taking or a restoration necessitated thereby.

                                  ARTICLE 31

              Shoring and Rights or Entry by Landlord and Others


            A. Following reasonable notice to Tenant and compliance with
Tenant's security regulations, the Tenant agrees to permit and allow the
Landlord, as well as the public utilities or other suppliers, furnishing
services to the Demised Premises or supplying facilities thereto, artisans and
mechanics, their servants, agents and employees, to enter upon the Demised
Premises during the Tenant's regular business hours, or in the event of an
emergency at any other hours, for the purpose of using a reasonable portion of
the same for the erection, maintenance and servicing of meters, conduits, traps,
pipes, switch boxes and switches, valves, etc., which may be necessary or
required for the proper operation of the Demised Premises or of any building to
be erected thereon or as a result of the Subdivision by the Landlord and for the
safety and convenience of the Tenant, and the Landlord shall be permitted to
make any reasonable change and/or modification of the location, replacement,
addition, repair or substitution of such facilities, utilities, etc.

         B. In the event of any shoring and/or excavation, Landlord agrees to
use reasonable efforts so as not to substantially interfere with Tenant's day to
day business operations.

                                  ARTICLE 32


                                       19
<PAGE>
                                    Notices

            Any notice, communication or demand which under the terms of this
Lease or under any statute must or may be given or made by Landlord to Tenant or
by Tenant to Landlord shall be in writing, sent prepaid by telex, cable or
telecopier, or sent, postage prepaid by registered, certified or express mail,
or reputable overnight courier service, and shall be deemed given when so
delivered by hand, telexed, cabled or telecopied, or if mailed, three (3)
business days after mailing (one [1] business day in case of express mail or
overnight courier service) as follows:

<TABLE>
<S>                                 <C>
TO LANDLORD:                        Suite 303
                                    60 Cutter Mill Road
                                    Great Neck, NY 11021

                                    Attn:  Jeff Fishman and Mark Lundy, Esq.


WITH A COPY THEREOF TO:             Moritt, Hock, Hamroff
                                    & Horowitz, LLP
                                    400 Garden City Plaza
                                    Suite 202
                                    Garden City, New York 11530
                                    Attn: David H. Cohen, Esq.

TO TENANT:                          L-3 Communications Corporation
                                    600 Third Avenue, 34th Fl.
                                    New York, NY 10016
                                    Attn:  Vice President, General Counsel

WITH A COPY THEREOF TO:             Leonard Levine, Esq.
                                    12 Orchard Hill Road
                                    Katonah, NY  10536

                                          and

                                    L-3 Communications Corporation
                                    435 Moreland Road
                                    Hauppauge, New York  11788
                                    Attn:  Accounts Payable
</TABLE>

                                   ARTICLE 33

                      Destruction, Fire and Other Casualty


                                       20
<PAGE>

            Tenant to Reconstruct. Tenant shall promptly notify Landlord if all
or any portion of the Demised Premises shall be damaged resulting from fire or
any other cause. If, at any time during the Original Term or any Extended Term,
any portion of the Demised Premises are damaged by fire or other cause, Tenant
shall, at its sole cost and expense (and regardless or whether or not insured in
whole or part), forthwith repair and/or replace the same and in any event shall
complete same within one hundred twenty (120) days of the damage or such longer
period as is reasonable to complete such repairs. In no event shall this Lease
terminate and this Lease shall remain in full force and effect without any
reduction in the Minimum Annual Rent and additional rent. In no event shall
Landlord be required to repair any injury or damage to or to make any repairs or
replacements of any alterations or any other improvements installed at the
Demised Premises by or for Tenant, and Tenant shall, at Tenant's sole cost and
expense, repair and restore all Tenant's improvements and all other alterations
and improvements in the same condition existing prior to such event. In
connection with such repairs and replacements Tenant shall submit to Landlord,
for Landlord's review and prior written approval, all plans, specifications and
working drawings relating thereto. Tenant shall not be entitled to any
compensation or damages from Landlord for damage to any of Tenant's
improvements, alterations, fixtures, or Tenant's other property, for loss of use
of the Demised Premises or any part thereof, or for any damage to or
interference with Tenant's business, loss of profits, or for any disturbance to
Tenant caused by any casualty or the restoration of the Demised Premises
following such casualty or other cause. All such restoration shall be performed
by Tenant in accordance with all of the requirements of this Lease.

            Waiver of Statutory Provisions. The provisions of this Lease,
including this Article 33, constitute an express agreement between Landlord and
Tenant with respect to any and all damage to, or destruction of, all or any part
of the Demised Premises, and any applicable statute or regulation with respect
to any rights or obligations concerning damage or destruction in the absence of
an express agreement between the parties, and any other statute or regulation,
now or hereafter in effect, shall have no application to this Lease or any
damage or destruction to all or any part of the Demised Premises.

            Insurance Proceeds. A. All insurance shall be and are the property
of Landlord and shall be paid to Landlord (or its lender(s) or ground lessor(s)
if so required) and shall not be paid to Tenant. If Tenant shall come into
possession of any insurance proceeds same shall be deemed to be held in trust
for Landlord and shall immediately be transferred to Landlord. Landlord (and any
lender's and ground lessor's) shall make insurance proceeds, if any, and net of
any collection or adjustment costs available to Tenant for the restoration with
disbursement of such proceeds to be consistent with the lender(s) standard
disbursement practices for a construction/building loan. If Landlord (and its
lender(s) and ground lessor(s)) shall determine to make the net insurance
proceeds available to Tenant, then same shall be disbursed to Tenant in
reimbursement of the final costs of such restoration (i) only upon the
completion in full of the restoration of the Demised Premises and the receipt of
all applicable governmental approvals such as, but not limited to, a final
certificate of occupancy, (ii) only upon receipt of an architect's certification
satisfactory to Landlord that the restoration has been completed in accordance
with the plans and specifications therefor previously approved by Landlord,
(iii) only upon the production of such lien waivers and title endorsements as
Landlord shall require, (iv) only after such time as Tenant has resumed full
operations at the Premises, (v) only if there shall be no default under the
Lease and (vi) only to the extent of the actual and reasonable third party
expenses of Tenant incurred with such restoration as reasonably established to
Landlord; provided that (x) no disbursements shall be made in respect of the
restoration of Tenant's personalty, (y) any excess net insurance proceeds shall
be retained by Landlord without rent abatement or credit and (z) Tenant shall be
responsible for any excess cost of restoration over the amount of net insurance
proceeds, regardless of the amount of such excess cost.

            B. In the event that the destruction or damage is not covered in
whole or in part by insurance, tenant shall nonetheless be responsible, at its
sole cost and expense, to repair and/or replace the Demised Premises as required
by this Article.

            C. In the event that Landlord shall determine not to make the net
insurance proceeds available to Tenant, then in such event (i) Tenant shall
nonetheless be required, at its sole cost and expense, to forthwith repair the
damage so as to remove any hazardous condition, to make


                                       21
<PAGE>
same sightly and to comply with all applicable law, mortgages, ground leases and
restrictive covenants and to continue to operate the undamaged portions of the
Demised Premises.

            Landlord's Fees. Tenant shall promptly reimburse Landlord (and
Landlord shall be entitled to reimburse itself directly out of the net insurance
proceeds) for any costs incurred by Landlord in connection with a casualty or
other damage or a restoration necessitated thereby.



                                  ARTICLE 34

                                 Governing Law

            Irrespective of the place of execution or performance, Landlord and
Tenant and their successors and assigns hereby agree that this Lease shall be
governed by and construed and enforced in accordance with the laws of the State
of New York without giving reference to principles of conflicts of law.

                                  ARTICLE 35

                                 Authorization

            The person executing this Lease on behalf of Tenant represents and
warrants to Landlord that he is duly authorized to execute this Lease on behalf
of Tenant.

                                  ARTICLE 36

                       Survival of Tenant's Obligations

            Any obligation of Tenant which by its nature or under the
circumstances can only be, or by the provisions of this Lease, may be performed
after the expiration or earlier termination of this Lease, and any liability for
a payment which shall have accrued to or with respect to any period ending prior
to or at the time of such expiration or termination, unless expressly otherwise
provided in this Lease, shall survive the expiration or earlier termination of
this Lease.

                                  ARTICLE 37

                             Estoppel Certificates

            Upon the reasonable request of either party, at any time or from
time to time, Landlord and Tenant agree to execute, acknowledge and deliver to
the other, within ten (10) days after request, a written instrument, duly
executed and acknowledged, (a) certifying that this Lease has not been modified
and is in full force and effect or, if there has been a modification of this
Lease, that this Lease is in full force and effect as modified, stating such
modifications, (b) specifying the dates to which the Fixed Rent and Additional
Rent have been paid, (c) stating whether or not, to the knowledge of the party
executing such instrument, the other party is in default, stating the nature of
such default, and (d) whether or not there are then existing any setoffs or
defenses against the enforcement of any of the obligations hereunder upon the
part of the Landlord or Tenant, as the case may be, to be performed or complied
with (and, if so, specifying the same).

                                  ARTICLE 38

                                Quiet Enjoyment

            Upon Tenant paying the Minimum Annual Rent and all additional rent
and performing all of Tenant's covenants, agreements and obligations under this
Lease, Tenant may peacefully and quietly enjoy the Demised Premises during the
Lease Term as against all persons or entities lawfully claiming by or through
Landlord, subject, however, to the provisions of this Lease and to any present
or future mortgages or ground or underlying leases of all or any portion of the
Real Property and to any present or future Restrictions and Legal Requirements.

                                       22
<PAGE>

                                  ARTICLE 39

                            Mortgagee Modifications



            If, in connection with obtaining financing for the Demised Premises
or Building or any refinancing or substitute, new or additional financing, a
lender or the holder of a superior mortgage shall request reasonable
modifications of this Lease, Tenant shall promptly consent to such
modifications, provided such modifications do not materially (i) increase the
obligations of Tenant under this Lease or (ii) affect the leasehold interest of
Tenant created by this Lease or (iii) affect the rights and leasehold interest
of Tenant.

                                  ARTICLE 40

                                     Signs

            Subject to (i) Tenant's receipt of the approval of all governmental
authorities having jurisdiction over the Demised Premises, and (ii) the terms
covenants and conditions of any covenants, conditions and restrictions and/or
reciprocal easement agreements which encumber the Demised Premises, Tenant may
install identification signage on the Demised Premises for Tenant's operations
only. Any signs, notices, logos, pictures, names or advertisements which are
installed must be designed, installed and utilized in keeping with Tenant's
corporate identity, and shall be similar in size, nature, and materials used in
Tenant's other business locations.

                                  ARTICLE 41

                              Access to Premises

            Following prior notice and compliance with Tenant's security
regulations, Tenant shall permit Landlord to enter upon the Demised Premises, at
all reasonable times, during customary business hours of Tenant, but only so
long as Landlord shall not unreasonably interfere with the conduct of Tenant's
business, or, in the case of a bona fide emergency, at any time.

                                  ARTICLE 42

                             Defaults by Landlord

            Tenant agrees that Landlord shall not be in default hereunder unless
Landlord fails to perform the obligations, if any, required of Landlord within
thirty (30) days after written notice by Tenant to Landlord and to the holder of
any first mortgage or deed of trust covering the Demised Premises and to any
ground lessor, whose name and address shall have theretofore been furnished to
Tenant, in writing specifying wherein Landlord has failed to perform such
obligation; provided, however, that if the nature of Landlord's obligation is
such that more than thirty (30) days are required for performance, then Landlord
shall not be in default if Landlord commences performance within such 30-day
period and thereafter diligently prosecutes the same to completion within one
hundred twenty (120) days thereafter. In no event shall Tenant have the right to
terminate this Lease as a result of Landlord's default, and Tenant's sole remedy
shall be to effect the cure of such default itself and then bring separate
action for reimbursement of its actual third party costs from Landlord with it
being expressly understood (i) Tenant shall in no event be entitled to a rent
abatement, credit or offset and (ii) Landlord shall in no circumstance
whatsoever be liable to Tenant for consequential damages. Nothing herein
contained shall be interpreted to mean that Tenant is excused from paying rent
due hereunder as a result of any default by Landlord.

                                       23
<PAGE>

                                  ARTICLE 43

                                  Non-Waiver

            All rights and remedies of Landlord and Tenant herein created or
otherwise extending at law, equity or by statute, are cumulative, and the
exercise of one or more rights or remedies may be exercised and enforced
concurrently or consecutively and whenever and as often as deemed desirable.


            The failure of either Landlord or Tenant to insist upon strict
performance by the other of any of the covenants, conditions, and agreements of
this Lease shall not be deemed a waiver of any subsequent breach or default in
any of the covenants, conditions and agreements of this Lease. The failure of
either party to seek redress for violation of, or to insist upon the strict
performance of, any term, covenant or condition in this Lease shall not prevent
a similar subsequent act from constituting a default under this Lease.

                                  ARTICLE 44

                            Successors and Assigns

            All covenants, promises, conditions, representations and agreements
herein contained shall be binding upon, apply and inure to the parties hereto
and their respective heirs, executors, administrators, successors and assigns.

                                  ARTICLE 45

                           Environmental Compliance

         Environment. (a) Subject to the matters and information set forth in
the environmental audits (collectively, "Reports") prepared by H2M Associates
dated March, 1987 and Matrix Environmental & Geotechnical Services dated May 14,
1989;

            (b) Tenant covenants, represents and warrants (i) that the Demised
Premises does not contain and will not contain in violation of "Environmental
Laws" and requiring remediation; (A) asbestos in any form; (B) urea formaldehyde
foam insulation; (C) transformers or other equipment which contain dielectric
fluid containing polychlorinated biphenyls (PCB's); (D) fuel oil, gasoline,
other petroleum products or by-products, (E) lead-based paint or (F) any
flammable explosives, radioactive materials, hazardous materials, hazardous
wastes, hazardous, controlled or toxic substances, or any pollutant or
contaminant, or related materials defined in or controlled pursuant to the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601, et seq.),
and in the regulations adopted and publications promulgated pursuant thereto, or
any other federal, state or local environmental law, ordinance, rule, or
regulation; collectively "Environmental Laws"; or which, even if not so
regulated, may or could pose a hazard to the health or safety of the occupants
of the Demised Premises or surrounding properties or the owners of the Demised
Premises or surrounding properties (the substances described in (A), (B), (C),
(D), (E) and (F) above are referred to collectively herein as "Hazardous
Materials"), (ii) that the Demised Premises and any buildings and other
improvements and additions previously, now or hereafter located thereon, are not
now being used nor have ever been used and will never be used for any activities
involving, directly or indirectly, the use, generation, treatment,
transportation, storage or disposal of any Hazardous Materials whether by
Tenant, any prior owner of the Demised Premises or any tenant or prior tenant of
the Demised Premises in violation of Environmental Laws; (iii) that there has
never been any Hazardous Materials Release (as defined below in this Article)
on, from or affecting the Demised Premises, which has not been remedied to the
satisfaction of the governmental agencies having jurisdiction over the Demised
Premises; (iv) that none of the Demised Premises, any previous owner of the
Demised Premises, nor Tenant are subject to any past, existing, pending, or
threatened notice, summons, citation, directive, investigation, litigation,
proceeding, inquiry, lien, encumbrance or restriction, settlement, remedial,


                                       24
<PAGE>

response, cleanup or closure arrangement or any other remedial obligations by or
with any governmental authority (collectively "Regulatory Actions") under, or
are in violation of, any applicable Environmental Laws, which has not been
remedied to the satisfaction of the governmental agencies having jurisdiction
over the Demised Premises. Tenant does not know and has no reason to know of any
violation of the foregoing representations, warranties and covenants.


            (c) Tenant represents, warrants and covenants that with respect to
the Demised Premises and any buildings and other improvements and additions
thereon, Tenant (i) shall comply with and ensure compliance by all subtenants,
invitees, patrons and other persons with all applicable Environmental Laws, (ii)
shall not store, utilize, generate, treat, transport or dispose (or permit or
acquiesce in the storage, utilization, generation, transportation, treatment or
disposal of) any Hazardous Materials on or from the Demised Premises in
violation of Environmental Laws, (iii) shall ensure that all permitted subleases
of the Demised Premises contain agreements requiring the subtenant's compliance
with the requirements of the foregoing clauses (i) and (ii); and (iv) shall
cause any subtenant, licensee, concessionaire or other person or entity using
and/or occupying any part of the Demised Premises to comply with the
representations, warranties and covenants contained in this Article.

            (d) In the event of any storage, presence, utilization, generation,
transportation, treatment or disposal of Hazardous Materials on the Demised
Premises or in the event of any Hazardous Materials Release whatsoever or
howsoever occurring in violation of applicable Environmental Laws, Tenant shall
as soon as is possible, at the direction of and satisfaction of any federal,
state, or local authority or other governmental authority, remove any such
Hazardous Materials and rectify any such Hazardous Materials Release, and
otherwise comply with the laws, rules, regulations or orders of such authority,
all at the sole cost and expense of Tenant, including without limitation, the
undertaking and completion of all investigations, studies, sampling and testing
and all remedial, removal and other actions necessary to clean up and remove all
Hazardous Materials, on, from or affecting the Demised Premises in violation of
applicable Environmental Laws. If Tenant shall fail to proceed with such removal
or otherwise comply with such Environmental Laws within the cure period
permitted under the applicable regulation or order, the same shall constitute a
default hereunder without right of further notice or grace period, and Landlord
shall have the right, at its sole option but with no obligation, to do whatever
is necessary to eliminate such Hazardous Materials from the Demised Premises or
otherwise comply with the applicable law, rule, regulation or order, acting
either in its own name or in the name of Tenant pursuant to this Article, and
the cost thereof shall be and become immediately due and payable without notice
by Tenant to Landlord. In addition to and without limiting Landlord's rights
pursuant to this Lease, Tenant shall give to Landlord and its agents and
employees access to the Demised Premises and all buildings and other
improvements and additions thereon for such purposes and hereby specifically
grants to Landlord a license to remove such Hazardous Materials and otherwise
comply with applicable Environmental Laws acting either in its own name or in
the name of Tenant pursuant to this Article.

            (e) Tenant shall defend, indemnify and save Landlord and Landlord's
Affiliates harmless from, against, for and in respect of, any and all damages,
losses, settlement payments, obligations, liabilities, claims, actions or causes
of actions, encumbrances, fines, penalties, and costs and expenses suffered,
sustained, incurred or required to be paid by any such indemnified party
(including, without limitation, fees and disbursements of attorneys, engineers,
laboratories, contractors and consultants) because of, or arising out of or
relating to any "Environmental Liabilities" (as defined below) in connection
with the Demised Premises or any buildings previously, now or hereafter located
thereon. For purposes of this indemnification clause, "Environmental
Liabilities" shall include all costs and liabilities with respect to the past,
present or future presence, removal, utilization, generation, storage,
transportation, disposal or treatment of any Hazardous Materials or any release,
spill, leak, pumping, pouring, emitting, emptying, discharge, injection,
escaping, leaching, dumping or disposing into the environment (air, land or
water) of any Hazardous Materials in violation of applicable Environmental Laws
(each a "Hazardous Materials Release"), including without limitation, (i)
cleanups, remedial and response actions, remedial investigations and feasibility
studies, permits and licenses required by, or undertaken in order to comply with
the requirements of, any federal, state or local law, regulation, or agency or
court, any damages for injury to person, property or natural resources, claims
of governmental agencies or third parties for cleanup costs and costs of
removal, discharge, and satisfaction of all liens, encumbrances and restrictions
on

                                       25
<PAGE>
the Demised Premises relating to the foregoing and (ii) injury to person or
property in any manner related to a Hazardous Materials Release on, near or from
the Demised Premises or otherwise related to environmental matters on or near
the Demised Premises. Hazardous Materials Release shall also include by means of
any contamination, leaking, corrosion or rupture of or from underground or above
ground storage tanks, pipes or pipelines.

            (f) Tenant shall promptly notify Landlord in writing of the
occurrence of any Hazardous Materials Release or any pending or threatened
Regulatory Actions, or any claims made by any governmental authority or third
party, relating to any Hazardous Materials or Hazardous Materials Release on or
from, the Demised Premises, or any buildings or other improvements or additions
previously, now or hereafter located thereon and shall promptly furnish Landlord
with copies of any correspondence or legal pleadings or documents in connection
therewith. Landlord shall have the right, but shall not be obligated, to notify
any governmental authority of any state of facts which may come to its attention
with respect to any Hazardous Materials or Hazardous Materials Release on or
from the Demised Premises.

            (g) The liability of Tenant to Landlord pursuant to, by reason of or
arising from the representations, warranties, covenants and indemnities provided
for this Article is unlimited and shall survive the expiration of the term of
this Lease and shall not exclude or limit in any manner the matters or
information set forth in the Reports. Nothing herein shall limit Tenant's
obligations to remediate or comply with governmental requirements with respect
to matters set forth in the Reports.

            (h) Tenant covenants, represents and warrants that to the best of
its knowledge and belief, the Demised Premises, and any buildings and other
improvements and additions previously, now or hereafter located thereon, do not
now and never have, contained any underground or aboveground storage tanks,
pipes or pipelines for the storage or transportation of Hazardous Materials,
including without limitation, heating oil, fuel oil, gasoline and/or other
petroleum products, whether such tanks are in operation, not operational,
closed, removed or abandoned. Without limiting the generality of the foregoing,
Tenant is in full compliance with all registration and other requirements of 42
USC (0) 6991, "Regulation of Underground Storage Tanks" and all federal, state
and local laws and regulations implementing the provisions of such act.

            (i) The provisions of this Article 45 are in addition to and not
intended to limit (i) any representations, warranties, covenants, agreements and
indemnities concerning the environment by Tenant in favor of Landlord in the
contract of sale, if any, between the parties relating to Landlord's acquisition
of the Demised Premises from Tenant or in any other documents related thereto
and (ii) the provisions of applicable law and pursuant to which Landlord and
Tenant acknowledge and agree that Tenant shall at all times be deemed to be the
"operator" of the Demised Premises and to bear the primary responsibility under
applicable law. Tenant acknowledges and agrees that Landlord has never occupied
or operated at the Demised Premises and that Landlord acquired the Demised
Premises directly from Tenant and therefor it is appropriate for Tenant to
undertake all of the environmental responsibilities at the Demised Premises
regardless of how or when such responsibilities arise or arose.

                                  ARTICLE 46

                               Security Deposit

      NONE.

                                  ARTICLE 47

                          Miscellaneous Provisions.

            (a) Notwithstanding anything to the contrary contained in this
Lease, any wall-to-wall carpeting installed in the Demised Premises shall upon
installation become the property of Landlord and shall remain in and be
surrendered with the Demised Premises upon the expiration or earlier termination
of this Lease.

                                       26
<PAGE>

            (b) This Lease is submitted to Tenant for signature with the
understanding that it shall not bind Landlord or Tenant unless and until it is
duly executed by both Tenant and Landlord and an executed copy is delivered to
Tenant.

            (c) Landlord shall have the right to erect any gate, chain or other
obstruction or to close off any portion of the Building to the public at any
time to the extent necessary to prevent a dedication thereof for public use.


            (d) The paragraph headings throughout this Lease are for convenience
and reference only, and the words contained therein shall in no way be held to
explain, modify, amplify or aid in the interpretation, construction or meaning
of the provisions of this Lease.

            (e) Satellite Dish. Subject to Landlord's consent and aesthetic
approval which will not be unreasonably withheld, and subject further to all
Legal Requirements and Restrictions, Tenant shall have the right to install
satellite dishes on the roof of the Building (or elsewhere on the Demised
Premises. Any installation of the satellite dish shall be performed in such a
manner so as to minimize the ability to view the satellite dish above the upper
level of the roof of the Building. Prior to such installation, Tenant shall
submit to Landlord and all appropriate governmental authorities having
jurisdiction thereof, all plans and specifications relating to such
installation. Tenant shall be responsible to obtain all necessary government
approvals that are required in order to install the satellite dish, it shall
prepare all plans and specifications, and it shall acquire, install, operate and
keep the satellite dish in good repair, all at its sole cost and expense.
Landlord shall be entitled to withhold its consent to the installation of any
satellite dish during the Lease Term if such installation would violate or
affect the structural integrity or warranty of the roof of the Building, or
cause any leaks to be created from the roof, and Landlord shall be entitled to
require Tenant to remove the satellite dish if, subsequent to any approved
installation, the satellite dish creates leaks from the roof of the Building or
adversely affects the integrity of the roof. Upon the expiration or earlier
termination of the Lease Term, and if Landlord so requests, Tenant shall remove
the satellite dish from the roof of the Building, and shall promptly, at its
sole cost and expense, repair any damage caused by the prior operation of the
satellite dish or its installation or removal. If Landlord does not request
Tenant to remove the satellite dish and Tenant elects not to remove same, the
satellite dish and all of its components shall thereupon become the property of
Landlord for no consideration. Tenant's obligations under this Article 47 shall
survive the expiration or earlier termination of this Lease. In the event that
any governmental authority having jurisdiction over the installation and/or use
and/or operation of Tenant's satellite dish either (i) refuses to permit the
installation of the satellite dish for any reason whatsoever or for no apparent
reason, (ii) requires the removal of the satellite dish after the occurrence of
the Lease Commencement Date, or (iii) changes the rules or regulations effecting
the use and/or operation of the satellite dish in any manner whatsoever after
the Lease commencement Date, then in any of such events, Tenant shall not have
any claim of any kind against Landlord, and the provisions of this Lease shall
remain in full force and effect.

            (f) Captions The titles or captions in this Lease are for reference
purposes only and have no effect upon the construction or interpretation of any
part hereof. The use herein of the singular includes the plural and vice versa,
and the use herein of the neuter gender includes the masculine and the feminine
and vice versa, whenever and wherever the context so requires.

            (g) Attorney's Fees. If Landlord commences litigation against Tenant
for the specific performance of this Lease, for damages for the breach hereof or
otherwise for enforcement of any remedy hereunder or otherwise retains counsel
in connection with the enforcement or interpretation of this Lease, Tenant shall
be liable for and shall immediately reimburse Landlord for all such costs and
attorneys' fees as may have been incurred. Further, if for any reason Landlord
consults legal counsel or otherwise incurs any costs or expenses as a result of
its rightful attempt to enforce the provisions of this Lease, even though no
litigation is commenced, or if commenced is not pursued to final judgment,
Tenant shall be obligated to pay to Landlord, in addition to all other amounts
for which Tenant is obligated hereunder, all of Landlord's reasonable costs and
expenses incurred in connection with any such acts, including reasonable
attorneys' fees


                                       27
<PAGE>
                                  ARTICLE 48

            Additional Negative Obligations and Covenants of Tenant

      Tenant covenants and agrees that at all times during the Term, it shall
not at any time, without first obtaining Landlord's prior written consent:


            (a) use the plumbing facilities for any purpose other than that for
which they were constructed, or dispose of any garbage or other foreign
substances therein, whether through the utilization of so-called "disposal" or
similar units, or otherwise.

            (b) perform any act or carry on any practice which may damage, mar
or deface the Demised Premises or any other part of the Building.

                                  ARTICLE 49

        Tenant's Waiver of Declaratory Judgment and Injunctive Relief

      Tenant expressly agrees not to seek injunctive relief in the Supreme Court
of the State of New York, which injunctive relief would seek to stay, extend or
otherwise toll any notice to cure sent by Landlord to Tenant in accordance with
the terms and provisions of this Lease. It is further agreed that in the event
injunctive relief is sought by Tenant, or if a "Yellowstone" injunction (First
National Stores, Inc. v. Yellowstone Shopping Centers, Inc., 21 N.Y.2d 630) is
sought by Tenant, such relief shall be denied by the court from which such
relief shall be sought, and Landlord shall be entitled to recover the costs of
opposing such an application or action, including Landlord's attorneys' fees
reasonably and actually incurred in connection therewith. If Landlord shall
serve Tenant with a Notice of Default pursuant hereto, and (i) if Tenant shall
dispute either the existence of such default, or whether or not the terms and
provisions of this Lease obligate Tenant to so cure such alleged default, and
(ii) following the expiration of any period of time provided in this Lease to
cure such alleged Event of Default and the subsequent delivery by Landlord to
Tenant of a notice terminating this Lease, the appropriate court shall determine
that Landlord is entitled to a final and unappealable judgment of possession as
a result of such failure of Tenant to so timely cure such alleged default, then
Tenant shall have ten (10) days from the date of entry of such judgment in which
to cure the default; provided, however, that if Tenant shall contend that such
default can not be cured within such ten (10) day period, then such cure period
will be extended to the reasonable period required to cure such default, as
determined by the appropriate court, provided Tenant shall commence the curing
of such default within ten (10) days (or such longer time as shall be set by the
court) of the beginning of the period of time so established by the appropriate
court, and Tenant shall thereafter diligently prosecute the curing of such
default. In the event that the appropriate court shall refuse or for any reason
whatsoever fail to determine such reasonable period required to so cure such
default, Landlord and Tenant shall promptly meet to set such period of time,
provided, however, that if Landlord and Tenant shall not agree on such period of
time, then such matter shall, at the request of either Landlord or Tenant, be
determined by arbitration in accordance with the American Arbitration
Association rules for commercial arbitration, it being understood and agreed
that such arbitration shall be for the sole purpose of determining a reasonable
period of time to perform those acts required for such cure, and that neither
party shall submit any evidence to the arbitrator with respect to the
appropriate court determination of the existence of such Event of Default.
Landlord agrees to stay the warrant of eviction during the cure period
determined as set forth above. In the event of the completion of such cure by
Tenant in a timely fashion, Landlord waives any right it may have to execute on
such warrant of eviction, and Tenant may, at its option, either (i) apply to the
appropriate court for permanent stay of the execution of the warrant of eviction
based upon the curing of such default, (ii) apply to the appropriate court for
the revival of this Lease and the estate granted to Tenant hereby, or (iii)
require Landlord to enter into a new lease with Tenant dated as of the date of
this Lease for the remaining term of this Lease and otherwise on all of the same
terms and conditions of this Lease. Notwithstanding anything to the contrary set
forth in this Article 49, neither this Lease nor Tenant's leasehold estate in
the demised premises shall terminate unless all of the following events have
occurred:

            (1) Following a proceeding in which Landlord has demonstrated to the
appropriate court the existence of a material default on the part of Tenant
which was not timely


                                       28
<PAGE>
cured, the appropriate court shall determine that Landlord is entitled to a
final judgment of possession due to such failure of Tenant to timely cure such
default;

            (2)   Tenant has exhausted its appeals therefrom; and



            (3) Tenant has thereafter failed to timely cure the default pursuant
to the provisions of this article.

                                  ARTICLE 50

             Landlord's Right to Cure Default; Payments by Tenant

            Landlord's Cure. All covenants and agreements to be kept or
performed under this Lease shall be performed by Tenant at Tenant's sole cost
and expense and without any reduction of Minimum Annual Rent or additional rent.
If Tenant shall default in the performance of its obligations under this Lease
and if such default is not cured within the applicable grace period provided in
this Lease, Landlord may, but shall not be obligated to, make any such payment
or perform any such act on Tenant's part without waiving its rights or remedies
based upon such or any other default of Tenant and without releasing Tenant from
any obligations hereunder.

            Tenant's Reimbursement. Tenant shall pay to Landlord, within thirty
(30) days after delivery by Landlord to Tenant of statements therefor: (i) sums
equal to expenditures made and obligations incurred by Landlord in connection
with the remedying by Landlord of Tenant's defaults pursuant to the provisions
of this Article or elsewhere in this Lease; and (ii) sums equal to all
expenditures made and obligations incurred by Landlord in collecting or
attempting to collect the Minimum Annual Rent or additional rent or in enforcing
or attempting to enforce any rights of Landlord under this Lease or pursuant to
law , including, without limitation, all legal fees and other amounts so
expended. Tenant's obligations under this Article shall survive the expiration
or sooner termination of the Lease Term.

                                  ARTICLE 51

                            Bankruptcy Protections

            A. Tenant warrants and represents that this transaction is a bona
fide third party transaction and is being made for fair value. Tenant warrants
and represents that this transaction is a bona fide sale-leaseback transaction
and does not constitute a joint venture, partnership or mortgage/lending
relationship.

            B. As a material inducement for Landlord to enter into this Lease
(and the sale/leaseback of which it is a part and without which Landlord would
not have entered into this transaction with Tenant) Tenant hereby (i) to the
fullest extent permitted by applicable law, waives any right to reject all or
any part of this Lease or Tenant's obligations hereunder, (ii) to the fullest
extent permitted by applicable law and in the event (i) above is not
enforceable, waives any provision or ability to extend the minimum period within
which Tenant shall have to assume or reject this Lease, and (iii) agrees that in
the event of an assignment by Tenant out of or pursuant to the bankruptcy or
similar proceeding of Tenant, the proposed assignee shall not be deemed
creditworthy and Landlord shall be entitled to reject the proposed assignee
unless (x) such proposed assignee has a net worth (certified by independent
auditors and determined in accordance with Generally Accepted Accounting
Principles) equal to or exceeding $250 Mil. or (y) such proposed assignee shall
post a security deposit (or irrevocable letter of credit acceptable to Landlord)
with Landlord equal to two year's worth of Minimum Annual Rent then in effect.

                                  ARTICLE 52

        Surrender of Premises; Ownership and Removal of Trade Fixtures


            Surrender of Premises. No act or thing done by Landlord or any agent
or employee of Landlord during the Lease Term shall be deemed to constitute an
acceptance by Landlord of a



                                       29
<PAGE>
surrender of the Premises unless such intent is specifically acknowledged in a
writing signed by Landlord. The delivery of keys to the Demised Premises to
Landlord or any agent or employee of Landlord shall not constitute a surrender
of the Demised Premises or effect a termination of this Lease, whether or not
the keys are thereafter retained by Landlord, and notwithstanding such delivery
Tenant shall be entitled to the return of such keys at any reasonable time upon
request until this Lease shall have been properly terminated. The voluntary or
other surrender of this Lease by Tenant, whether accepted by Landlord or not, or
a mutual termination hereof, shall not work a merger, and at the option of
Landlord shall operate as an assignment to Landlord of all subleases or
subtenancies affecting the Premises.

            Removal of Tenant Property by Tenant. Upon the early termination of
this Lease due to Tenant's default hereunder, Tenant shall, subject to the
provisions of this Article 52, quit and surrender possession of the Premises to
Landlord in as good order and condition as at the date of the making of this
Lease, reasonable wear and tear excepted. Upon such expiration or termination,
Tenant shall, without expense to Landlord, remove or cause to be removed from
the Premises all debris and rubbish, and such items of furniture, equipment,
free-standing cabinet work, trade fixtures, and other articles of personal
property owned by Tenant or installed or placed by Tenant in the Demised
Premises, and such similar articles of any other persons claiming under Tenant,
as Landlord may, in its sole discretion, require to be removed, and Tenant shall
repair at its own expense all damage to the Demised Premises and Building
resulting from such removal.

            Removal of Tenant's Property by Landlord. Whenever Landlord shall
re-enter the Demised Premises as provided in this Lease, any personal property
of Tenant not removed by Tenant upon the expiration of the Lease Term, or within
forty-eight (48) hours after a termination by reason of Tenant's default as
provided in this Lease, shall be deemed abandoned by Tenant and may be disposed
of by Landlord, at Tenants cost, in accordance with applicable law or in
accordance with any judicial decisions which may supplement or supplant those
provisions from time to time.

            Landlord's Property. All fixtures, alterations, additions, repairs,
improvements and/or appurtenances attached to or built into, on, or about the
Demised Premises prior to or during the term hereof, whether by Landlord at its
expense or at the expense of Tenant, or by Tenant at its expense, or by previous
occupants of the Demised Premises, shall be and remain part of the Demised
Premises and shall not be removed by Tenant at the end of the Lease Term, unless
otherwise expressly provided for in this Lease or unless such removal is
required by Landlord pursuant to the provisions of this Lease. If Tenant shall
fail to complete such removal and repair such damage, Landlord may do so and may
charge the cost thereof to Tenant. Such fixtures, alterations, additions,
repairs, improvements and/or appurtenances shall include, without limitation,
floor coverings, drapes, paneling, molding, doors, kitchen and dishwashing
fixtures and equipment, plumbing systems, electrical systems, lighting systems,
silencing equipment, communication systems, all fixtures and outlets for the
systems mentioned above and for all telephone, radio, telegraph and television
purposes, and any special flooring or ceiling installations.

            Landlord's Actions on Demised Premises. Tenant hereby waives all
claims against Landlord with respect to Landlord's removal as herein provided
and same shall not constitute forcible entry.

                                  ARTICLE 53

                             Waiver of Jury Trial

            To the fullest extent permitted by law, Tenant hereby waives any
right to a trial by jury in any litigation where Tenant and Landlord are
parties.

                                  ARTICLE 54

                                  Subdivision



                                       30
<PAGE>
            Notwithstanding anything to the contrary contained herein, Landlord
shall have the absolute right, in its sole and absolute discretion, at any time
during the Original Term or any Extended Term of this Lease, to subdivide the
approximate five (5) acres as more particularly set forth on Exhibit "B" hereto
from the Demised Premises (the "Subdivision"). Such Subdivision shall be at the
sole cost and expense of Landlord. Following the Subdivision there shall be no
reduction in the Minimum Annual Rent payable by Tenant to Landlord during the
Original Term or any Extended Term. Nothing contained herein shall obligate the
Landlord to commence or complete the Subdivision but in the event Landlord
completes the Subdivision, Landlord may sell, lease, convey, develop, encumber
or any other such transaction or conveyance without any limitation under this
Lease or obligation to Tenant. In the event the Subdivision affects all or any
portion of the Tenant's parking lot that currently comprises a portion of the
Demised Premises, Landlord shall, at its expense, restore any curb cuts,
driveways or the parking lot so effected. Tenant acknowledges that Landlord may
in its sole and absolute discretion in connection with the Subdivision, create
any and all easements, declarations, covenants and restrictions (collectively
"Easements") as Landlord deems appropriate. Landlord agrees that said Easements
shall not materially adversely affect Tenant's use and enjoyment of the Demised
Premises.

                                               LANDLORD:
WITNESS:

                                               OLP Hauppauge LLC

                                               BY: /s/
_____________________                              ________________________
                                               Name:
                                               Title:

                                               TENANT:

                                               L-3 Communications Corporation

                                               BY: /s/ Frank C. Lanza,
_____________________                              ________________________
                                               Name:  Frank C. Lanza,
                                               Title:  Chairman, CEO


                                       31