Exhibit 10.19
      Lease with 443 Company/William Real Estate Co. Inc. for New York, NY

Agreement of Lease,  made as of this                         day of
1996, between 443 COMPANY, c/o Williams Real Estate Co. Inc., 530 Fifth Avenue,
New York, New York 10036.  Party of the first part, hereinafter referred to as
OWNER, and ON SITE SOURCING, INC., a Delaware corporation party of the second
part, hereinafter referred to as TENANT,

Witnesseth:  Owner hereby leases to Tenant and Tenant hereby hires from Owner
the entire rentable area of the ninth 9th) floor (the "demised premises") in the
building known as 443 Park Avenue South ("the building) in the Borough of
Manhattan, City of New York, for the term of ten (10) years (the "term") (or
until such term shall sooner cease and expire as hereinafter provided) to
commence on the lst day of November nineteen hundred and ninety-six, and to end
on the 31st day of October both dates inclusive, at an annual rental rate of AS
PROVIDED FOR IN ARTICLE 70 HEREOF which Tenant agrees to pay in lawful money of
the United State which shall be legal tender in payment of all debts and dues,
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).

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

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

Occupancy:1.  Tenant shall pay the rent as above and as hereinafter provided.
2.   Tenant shall use and occupy demised premises for executive copy service
provided such use is in accordance with the Certificate of Occupancy for the
building, if any, and for no other purpose.

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

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

5.   Window Cleaning

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

6.   Requirements of Law, Fire Insurance, Floor Loads

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

7.   Subordination

This lease is subject and subordinate to all ground or underlying leases and to
all mortgages which may now or hereafter affect such leases or the real property
of which demised premises are a part and to all renewals, modifications,
consolidations, replacements and extensions of any such underlying leases and
mortgages.  This clause shall be self-operative and no further instrument0 or
subordination shall be required by any ground or underlying lessor or by any
mortgagee, affecting any lease or the real property of which the demised
premises are a part.  In confirmation of such subordination, Tenant shall
execute promptly any certificate that Owner may request.

8.   Property-Loss, Damage, Reimbursement, Indemnity

 Owner or its agents shall not be liable for any damage to property of Tenant or
of others entrusted to employees of the building, nor for loss or damage to any
property of Tenant by theft or otherwise, nor for any injury or damage to
persons property resulting from any cause of whatsoever nature, unless caused by
or due to the negligence of Owner, its agents, servants or employees; Owner or
its agents shall not be liable for any damage caused by operations in connection
of any private, public or quasi public work.  If at any time any windows of the
demised premises are temporarily closed, darkened or bricked up (or permanently
closed, darkened or bricked up, if required by law) for any reason whatsoever
including, but no limited to Owner's own acts.  Owner shall not e liable for any
damage Tenant may sustain thereby and Tenant shall not be entitled to any
compensation thereof nor abatement or diminution of rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction.
Tenant shall indemnify and save harmless Owner against and from all liabilities,
obligations, damages, penalties, claims, costs and expenses for which Owner
shall not be reimbursed by insurance, including reasonable attorney's fees,
paid, suffered or incurred as a result of any breach by Tenant, Tenant's agents,
contractors, employees, invitees, or licensees, of any covenant or condition of
this lease, or the carelessness, negligence or improper conduct of the Tenant.
Tenant's agents, contractors, employees, invitees <PAGE>
or licensees.  Tenant's liability under this lease extends to the acts and
omissions of any sub-tenant, and any agent, contractor, employee, invitees or
licensee of any sub-tenant.  In case any action or proceeding is brought against
Owner by reason of any such claim, Tenant, upon written notice from Owner, will,
at Tenant's expense, resist or defend such action or proceeding by counsel
approved by Owner in writing, such approval not to be unreasonably withheld.



9.   Destruction, Fire and Other Casualty

 (a) if the demised premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as hereinafter setforth.
(b) If the demised premises are partially damaged or rendered partially unusable
by fire or other casualty, the damages thereto shall be repaired by and at the
expense of Owner and the rent, until such repaid shall be substantially
completed, shall be apportioned from the day following the casualty according to
the part of the premises which is usable. c If the demised premises are totally
damaged or rendered wholly unusable by fire or other casualty, then the rent
shall be proportionately paid up to the time of the casualty and thenceforth
shall cease until the date when the premises shall have been repaired and
restored by Owner, subject to Owner's rights to elect not to restore the same as
hereinafter provided.  (d) If the demised premises are damaged in whole or in
part) if the building shall be so damaged that Owner shall decide to demolish it
or to rebuild it, then, in any of such events, Owners may elect to terminate
this lease by written notice to Tenant, given within 90 days after such fire or
casualty, specifying a date for the expiration of the lease, which date shall
not be more than 60 days after the giving of such notice, and upon the date
specified in such notice the term of this lease shall expire as fully and
completely as if such date were the date set forth above for the termination of
this lease and Tenant shall forthwith quit, surrender and vacate the premises
without prejudice however, to Owner's rights and remedies against Tenant under
the lease provisions in effect prior to such termination, and any rent owing
shall be paid up to such date and any payments of rent made by Tenant which were
on account of any period subsequent to such date shall be returned to Tenant.
Unless Owner shall serve a termination notice as provided for herein, Owner
shall make the repairs and restorations under the conditions of (b) and (   c )
thereof, with all reasonable expedition, subject to delays due to adjustments of
insurance claims, labor troubles and causes beyond Owner's control.  After any
such casualty, Tenant shall cooperate with Owner's control.  After any such
casualty, Tenant shall cooperate with Owner's restoration by removing from the
premises as promptly as reasonable possible, all of Tenant's salvageable
inventory and moveable equipment, furniture, and other property.  Tenant's
liability for rent shall resume five (5) days after  written notice from Owner
that the premises are substantially ready for Tenant's occupancy.  (e) Nothing
contained hereinabove shall relieves Tenant from liability that may exist as a
result of damages from fire or other casualty.  Notwithstanding the foregoing,
each party shall look first to any insurance in its favor or damage resulting
from fire or <PAGE>
other causality, and to the extent that such insurance is in force and
collectible and to the extent permitted by law, Owner and Tenant each hereby
releases and waives all right of recovery against the other or any one claiming
through or under each of them by way of subrogation or otherwise.  The foregoing
release and waiver, shall be in force only if both releasors' insurance policies
contain a  claim providing?   that such a release or waiver shall not invalidate
the insurance.  If, and to the extent, that such waiver can be obtained only by
the payment of additional premiums, then the party benefiting from the waiver
shall pay such premium within ten days after written demand or shall be deemed
to have agreed that the party obtaining insurance coverage shall be free of any
further obligation under the provisions hereof with respect to waiver of
subrogation.  Tenant acknowledges that Owner will not carry insurance on
Tenant's furniture and or furnishings or any fixtures or equipment,
improvements, or appurtenance removable by Tenant and agrees that Owner will not
be obligated to repair any damage thereto or replace the same.  (f) Tenant
hereby waives the provisions of Section 227 of the Real Property Law and agrees
that the provisions of this article shall govern and control in lieu thereof
See Article 74.

10.  Eminent Domain

If the whole or any part of the demised premises shall be acquired or condemned
by Eminent Domain for any public or quasi public use or purpose, then and in
that event, the term of this lease shall cease and terminate from the date of
title vesting in such proceeding and Tenant shall have no claim for the value of
any unexpired term of said lease.




11.  Assignment, Mortgage, Etc.

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

12.  Electric Current

 Rates and conditions in respect to submetering or rent inclusion, s the case
may be, to be added in RIDER attached hereto.  Tenant covenants and agrees that
at all times it use of electric current shall not exceed the capacity of
existing leeders to the building or the risers or wiring installation and Tenant
may not use any electrical equipment which, in Owner's opinion, reasonably
exercised, will overload such installations or interfere with the use thereof by
other tenants of the building.  The change at any time of the character of
electric service shall in no wise make Owner liable or responsible to Tenant,
for any loss, damages or expenses which Tenant may sustain.

13.  Access to Premises

Owner or Owner's agents have the right (but shall not be obligated) to enter the
demised premises in any emergency at any time, and, at other reasonable times
after reasonable notice thereof to Tenant to examine  the same and to make such
repairs, replacements and improvements as Owner may deem necessary and
reasonably desirable to any portion of the building or which Owner may elect to
perform in the premises after Tenant's failure to make repairs or perform any
work which Tenants is obligated to perform under this lease, or for the purpose
of complying with laws, regulations and other directions of governmental
authorities.  (2) All entries made by Owner pursuant to this article shall be
after reasonable prior notice (except in emergency) and conducted to the extent
practicable (but without the necessity of the incurring overtime wages or other
additional costs) in such manner so as to minimize interference with Tenant's
use of the demised premises.  Tenant shall permit Owner to use and maintain and
replace pipes and conduits in and through the demised premises and to erect new
pipes and conduits therein provided, wherever possible, they are within walls or
otherwise concealed.  Owner may, during the progress of any work in the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction nor shall the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason of
loss or interruption of business or otherwise.  Throughout the term hereof Owner
shall have the right to enter the demised premises at reasonable hours for the
purpose of showing the same to prospective* purchasers or mortgagees of the
building, and during the last six months of the term place upon the premises the
usual notices "To Let" and "For Sale" which notices Tenant shall permit to
remain thereon without molestation.  If Tenants is not present to open and
permit any entry into the premises, Owner or Owner's agents may enter the same
whenever such entry may be necessary or permissible by master key or forcibly
and provided reasonable care is exercised to safeguard Tenant's property, such
entry shall not render Owner or its agents liable therefore, nor in any event
shall the obligations of Tenant hereunder be affected.  If during the last month
of the term Tenant shall have removed all or substantially all of Tenant's
property therefrom.  Owner may immediately enter alter, renovate or redecorate
the demised premises without limitation or abatement of rent, or incurring
liability to Tenant for any compensation and such act shall have no effect on
this lease or Tenant's obligations hereunder.
<PAGE>

14.  Vault, Vault Space, Area

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

15.  Occupancy

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

16.  Bankruptcy

(a)  Anything elsewhere in this lease to the contrary notwithstanding, this
   lease may be canceled by Owner by sending of a written notice to Tenant
   within a reasonable time after the happening of any one or more of the
   following events:
   (1) the commencement of a case in bankruptcy or under the laws of any state
   naming Tenant as the debtor; or (2) the making by Tenant of an assignment
   or any other arrangement for the benefit of creditors under any state
   statute or order of court, shall thereafter be entitled to possession of
   the premises demised but shall forthwith quit and surrender the premises.
   If this lease shall be assigned in accordance with its terms, the
   provisions of this Article 16 shall be applicable only to the party them
   owning Tenant's interest in the lease.
<PAGE>

(b)  It is stipulated and agreed that in the event of the termination of this
   lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
   other provisions of this lease to the contrary, be entitled to recover
   from Tenant as and for liquidated damages an amount equal to the
   difference between the rental reserved hereunder for the unexpired portion
   of the term demised and the fair and reasonable rental value of the
   demised premises for the same period.  In the computation of such damages
   the difference between any installation of rent becoming due hereunder
   after the date of termination and the fair and reasonable rental value of
   the demised premises for the period for such installment was payable shall
   be discounted to the date of termination at the rate of four percent (4%)
   per annum.  If such premises or any part thereof be relet by the Owner for
   the unexpired term of said lease, or any part thereof, before presentation
   of proof of such liquidated damages to any court, commission or tribunal,
   the amount of rent reserved upon such releting shall be deemed to be the
   fair and reasonable Rider to be added if necessary.      * tenants, rental
   value for the part or the whole of the premises so relet during the term
   of the releting.  Nothing herein contained shall limit or prejudice the
   right of the Owner to prove for and obtain as liquidated damages by reason
   of such termination, an amount equal to the maximum allowed by any stature
   or rule of law in effect at the time when, and governing the proceedings
   in which, such damages are to be proved, whether or not such amount be
   greater, equal to, or less than the amount of the difference referred to
   above.

17.  Default

 If Tenant defaults in fulfilling any of the covenants of this including, but
not limited to, the covenants for the payment of rent or additional rent; or if
the demised premises becomes vacant or deserted or if this lease be rejected
under S 235 of Title 11 of the U.S. Code (bankruptcy code); of if any execution
or attachment shall be issued against Tenant or any of Tenant's property
whereupon the demised premises shall be taken or occupied by someone other than
Tenant; or if Tenant shall make default with respect to any other lease between
Owner and Tenant; or if Tenant shall have failed, after ten (10)  days written
notice, to redeposit with Owner any portion of the security deposited hereunder
which  Owner has applied to the payment of any rent and additional rent due and
payable hereunder or failed to move into or take possession of the premises
within fifteen (15) days after the commencement of the term of this lease, of
which fact Owner shall be the sole judge; them in any one or more of such
events, upon Owner serving a written ten (10) day notice upon Tenant specifying
the nature of said default and upon the expiration of said ten (10) days, if
Tenant shall have failed to comply with or remedy such default, or if the said
default or omission complained of shall be of a nature that the same cannot be
completely cured or remedied with said ten (10) days period, and if Tenant shall
not have diligently commenced during such default within such ten (10) day
period, and shall not thereafter with reasonable diligence and in good faith,
proceed to <PAGE>
remedy or cure such default, then Owner may serve a written three (3) days'
notice of cancellation of this lease and the term thereunder shall end and
expire as fully and completely as if the expiration of such three (3) day period
were the day herein definitely fixed for the end and expiration of this lease
and the term thereof and Tenant shall then quite and surrender the demised
premises to Owner but Tenant shall remain liable as hereinafter provided.

(2)  If the notice provided for in (1) hereof shall have been given, and the
term shall expire as aforesaid: or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional rent herein mentioned or
any part of either or in making any other payment herein required: then and in
any of such events Owner may without notice, re0-enter the demised premises
either by force or otherwise, and dispossess Tenant by summary proceedings or
otherwise, and the legal representative of Tenant or other occupant of demised
premises and remove their effects and hold the premises as if this lease had not
been made, and Tenant hereby waives the service of notice of intention to re-
enter or to institute legal proceedings to that end.  If Tenant shall make
default hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and terminate such renewal or
extension agreements by written notice.

18.  Remedies of Owner and Waiver of Redemption

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

19.  Fees and Expenses

 If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, then, unless otherwise
provided elsewhere in this lease, Owner may immediately or at any time
thereafter and without notice perform the obligation of Tenant thereunder.  If
Owner in connection with the foregoing or in connection with any default by
Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
any obligations for the payment of money, including but no limited to attorney's
fees, in instituting, prosecuting or defending any action or proceedings, then
Tenant will reimburse Owner for such sums so paid or obligations incurred with
interest and costs.  The foregoing expenses incurred by reason of Tenant's
default shall be deemed to be additional rent hereunder and shall be paid by
Tenant to Owner within five (5) days of rendition of any bill or statement to
Tenant therefor.  If Tenant's lease term shall have expired at the time of
making of such expenditures or incurring of such obligations, such sums shall be
recoverable by Owner as damages.

20.  Building Alterations and Management

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




21.  No Representations by Owner

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

22.  End of Term

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

23.  Quiet Enjoyment

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

24.  Failure to Give Possession

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

25.  No Waiver

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

26.  Waiver of Trial by Jury

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

27.  Inability to Perform

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

28.  Bids and Notices

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

29.  Water Charges

If Tenant requires, uses or consumes water for any purpose in addition to
ordinary lavatory purposes (of which fact Tenant constitutes Owner to be the
sole judge) Owner may install a water meter and thereby measure Tenant's water
consumption for all purposes.  Tenant shall pay Owner for the cost of the meter
and the cost of the installation, thereof and throughout the duration of
Tenant's occupancy Tenant shall keep said meter and installation equipment in
good working order and repair at Tenant's own cost and expense in default of
which Owner may cause such meter and equipment to be replaced or repaired and
collect the cost thereof from Tenant, as additional rent.  Tenant agrees to pay
for water consumed, as shown on said meter as and when bills are rendered, and
on default in making such payment Owner may pay such charges and collect the
same from Tenant, as additional rent.  Tenant covenants and agrees to pay, as
additional rent, the sewer rent, charge or any other tax, rent, levy or charge
which now or hereafter is assessed, imposed or a lien upon the demised premises
or the realty of which they are part pursuant to law, order or regulation made
or issues in connection with the use, consumption, maintenance or supply of
water, water system or sewage or sewage connection or system.  If the building
or the demised premises or any part thereof is supplied with water.  Tenant
shall pay to Owner, as additional rent, on the first day of each month, $40.00
for the use of such water.  Independently of an in addition to any of the
remedies reserved to Owner hereinabove or elsewhere in this lease.  Owner may
sue for and collect any monies to be paid by Tenant or paid by Owner for any of
the reasons or purposes hereinabove set forth.  Supplementing the provisions of
Article 29, Tenant may elect to install, at its sole cost and expense, a water
meter to measure Tenant's water consumption provided that Tenant (I) is not with
all appropriate provisions of articles 3 and 44 including without limitation,
the submission of  plans and specification to Landlord for Landlord's approval.
Upon the completion of the installation of such water meter, to the reasonable
satisfaction of Landlord, Tenant shall not be obligated thereafter to pay the
$40.00 per month additional rent charge as set forth under article 29.

30.  Sprinklers

 Anything elsewhere in this lease to the contrary notwithstanding, if the New
York Board of Fire Underwriters of the New York Fire Insurance Exchange or any
bureau, department of official of the federal, state or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reason, or if any such sprinkler system
installations, modifications, alterations, additional sprinkler heads or other
such equipment, become necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the fire insurance
rate set by any said Exchange or by any fire insurance company. <PAGE>
 Tenant shall, at Tenant's expense, promptly make  such sprinkler system
installations, changes, modifications, alterations, and supply additional
sprinkler heads or other equipment as required whether the work involved shall
be structural or non-structural in nature.  Tenant shall pay to Owner as
additional rent the sum of $40.00 on the first day of each month during the term
of this lease, as Tenant's portion of the contract price for sprinkler
supervisory service.

31.  Elevators, Heat, Cleaning

As long as Tenant is not in default under any of the covenants of this lease
Owner shall:  (a) provide necessary passenger elevator facilities on business
days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (b) if
freight elevator service is provided, same shall be provided only on regulator
business days Monday through Friday inclusive, and on those days only between
the hours of  9 a.m. and 12 noon and between 1 p.m. and 5 p.m.; ( c) furnish
heat, water and other services supplied by Owner to the demised premises, when
and as required by law, on business days from 8 a.m. to 6 p.m. and on Saturdays
from 8 a.m. to 1 p.m. ; (d) clean the public halls and public portions of the
building which are used in common by all tenants.  Tenant shall, at Tenant's
expense, keep the demised premises, including the windows, clean and in order,
to the satisfaction of Owner, and for that purpose shall employ the person or
persons, or corporation approved by Owner.  Tenant shall pay to Owner the cost
of removal of any of Tenant's refuse and rubbish from the building.  Bills for
the same shall be rendered by Owner to Tenant at such time as Owner may elect
and shall be due and payable hereunder, and the amount of such bills shall be
deemed to be, and be paid as, additional rent.  Tenant shall however, have the
option of independently contracting for the removal of such rubbish and refuse
in the event that Tenant does not wish to have same done by employees of Owner.
Under such circumstances, however, the removal of such refuse and rubbish by
others shall be subject to such rules and regulations as, in the judgment of
Owner, are necessary for the proper operation of the building.  Owner reserves
the right to stop service of the heating, elevator , plumbing and electric
systems, when necessary, by reason of accident, or emergency, or for repairs,
alterations, replacements or improvements, in the judgment of Owner desirable or
necessary to be made, until said repairs, alterations, replacements or
improvements shall have been completed.  If the building of which the demised
premises are a part supplies manually operated elevator service.  Owner may
proceed with alternations necessary to substitute automatic control elevator
service upon ten (10) written notice to Tenant without in any way affecting the
obligations of Tenant hereunder, provided that the same shall be done with the
minimum amount of inconvenience to Tenant, and Owner pursues with due diligence
the completion of the alterations.

SEE RIDER ARTICLES 71 and 76
<PAGE>

32.  Security

Tenant has deposited with Owner the sum of $40,320.00 as security for the
faithful performance and observance by Tenant of the terms, provision s and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including
, but not limited to, the payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which tenant is in default or for any sum which Owner may expend or may be
required to expend reason of  Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the releting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Owner.  In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date demised premises to Owner.  In the
event of a sale of the land and building or leasing of the building, of which
demised premises form a part.  Owner shall have the right to transfer the
security to the vendee or lease and Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security, and it is agreed that the
provisions hereof  shall thereupon be transfer the security, and it is agreed
that the provisions hereof shall apply to every transfer or assignment made of
the security to a new Owner.  Tenant further covenants that it will not assign
or encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
an such assignment, encumbrance, attempted assignment or attempted encumbrances.

33.  Captions

The Captions are inserted only as a matter of convenience and for reference and
in no way define, limit or describe the scope of this lease nor the intent of
any provision thereof.

34.  Definitions

  The term "Owner) as used in this lease means only the owner of the fee or the
leasehold of the building, or the mortgagee in possession, for the time being of
the land and building (or the Owner of a lease of the building or of the land
and building) of which the demised premises form a part, so that in the event of
any sale of sales of said land and building or of said lease, or in the event of
any sale or sales of said land and building or of said lease, or in the event of
any sale or sales of said land and building or of said lease, or in the event of
a lease of said building, or the land and building, the said Owner shall be and
hereby is entirely freed and relieved of all covenants and obligations of Owner
hereunder, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchasers, at any such sale, or the said leasee of <PAGE>
the building, or of the land and building, that the purchaser or the leasee of
the building, or the land and building, that the purchaser or the leasee of the
building has assumed and agreed to carry out any and all covenants and
obligations of Owner hereunder.  The words "re-enter" and "re-entry") as used in
this lease are not restricted to their technical legal meaning.  The term "rent"
includes the annual rental rate whether so-expressed or expressed in monthly
installments, and "additional rent."  "Additional rent" means all sums which
shall be due to new Owner from Tenant under this lease, in addition to the
annual rental rate.  The term "business days" as used in this lease, shall
exclude Saturdays (except such portion thereof as is covered by specific hours
in Article 31 hereof), Sundays and all days observed by the State or Federal
Government as legal holidays and those designated as holidays by the applicable
building service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.

35.  Adjacent Excavation

 If an excavation shall be made upon land adjacent to the demised premises, or
shall be authorized to be _______________________.

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

36.  Rules and Regulations

Tenant and Tenant's servants, employees, agents, visitors, and licenses shall
observe faithfully, and comply strictly with, the Rules and Regulations annexed
hereto and such other and further reasonable Rules and Regulations as hereto and
such other and further reasonable Rules and Regulations as Owner or Owner's
agents may from time to time adopt.  Notice of any additional rules or
regulations shall be given in such manner as Owner may elect.  In case Tenant
disputes the reasonableness of any additional Rule or Regulations hereafter made
or adopted by Owner or Owner's agents, the parties hereto agree to submit the
question of the reasonableness of such Rule or Regulation for decision to the
New York office of the American Arbitration Association, whose determination
shall be final and conclusive upon the parties hereto.  The right of dispute the
reasonableness of any additional Rule and Regulation upon Tenant's part shall be
deemed waived unless the same shall be asserted by service of a notice, in
writing upon Owner within ten (10) days after the giving of notice thereof.
Nothing is in this lease contained shall be construed to impose upon Owner any
duty or obligation to enforce the Rules and Regulations or terms, covenants or
conditions in any other lease, as against any other tenant and Owner shall not
be liable to Tenant for violation of the same by any other tenant, its servants,
employees, agents, visitors or licensees.
<PAGE>

37.  Glass

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

38.  Estoppel Certificate

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

39.  Directory Board Listing

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

40.  Successors and Assigns

The covenants, conditions and agreements contained in this lease shall bind and
inure to the benefit of Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.
<PAGE>

ANNEXED ARTICLES 71 AND 76 ARE HEREBY INCORPORATED INTO THIS LEASE.

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

Witness for Owner:                 443 COMPANY..............

 .................        BY:...................


Witness for Tenant:                ON SITE SOURCING, INC.........


 ................         By:................(L.S.)
                              Christopher J. Weiler, President
                              111 19th Street
                              Suite 404
                              Arlington, VA  22209



<PAGE>

ADDITIONAL ARTICLES NOT PROVIDED IN STANDARD FORM OF LEASE, BUT FORMING A PART
HEREOF.

Intentionally Omitted

41.  Rent Escalation-Tax Increases

The Tenant agrees to pay as additional rent annually during the terms of this
lease 9.091 per cent of any increase in the Real Estate Taxes (as such term is
hereinafter defined) above those for the fiscal year 1996/1997.  Such additional
rent shall be paid when the tax becomes fixed and within ten (10) days after
demand therefore by the Landlord and shall be collectible as additional rent.
For the final year of the lease term the Tenant shall be obligated to pay only a
pro rata share of such percentage of any such increase in taxes. Tax bills
(except as hereinafter provided) shall be conclusive evidence of the amount of
such taxes and shall be used for the calculation of the amounts to be paid by
the Tenant.

The term "Real Estate Taxes" shall mean all the real estate taxes and
assessments, special or otherwise, levied, assessed or imposed by Federal, State
or Local Governments against or upon the building of which the demised premises
form a part and the land upon which it is erected.  If due to a future change in
the method of taxation, any franchise, income, profit or other tax, or other
payment, shall be levied against Landlord in whole or in part in substitution
for or in lieu of any tax which would otherwise constitute a Real Estate Tax,
such franchise, income, profit, or other tax or payment shall be deemed to be a
Real Estate Tax for the purposes hereof.  If Landlord should incur expense in
connection with Landlord's endeavor to reduce or prevent increase in assessed
valuation, Tenant shall be obligated to pay as additional rent the amount
computer by multiplying the percent set forth in line 2 hereof times such
expense of Landlord, and such amount shall be due and payable upon demand by
Landlord and collectible in the same manner as annual rent.  The obligation to
make any payments of additional rent pursuant to this Article shall survive the
expiration or other termination of this lease.

42.  Exculpatory Clause

In any action brought to enforce the obligations of Landlord under this lease,
any judgment or decree shall be enforceable against Landlord only to the extent
of Landlord's interest in the building of which the demised premises form a
part, and no such judgment shall be the basis of execution on, or be a lien on,
assets of Landlord or any assets of any party being a partner or stockholder in
Landlord, other than the interest in said building.

43.  Assignment and Subletting (Article 11 continued)

Tenant may sublet all or a portion of the demised premises or assign this lease
with Landlord's prior written consent which shall not be unreasonably withheld,
provided that:
<PAGE>

(a)  Tenant shall furnish Landlord with the name and business address of the
proposed subtenant or assignee, a counterpart of the proposed subleasing or
assignment agreement, and satisfactory information with respect to the nature
and character of the business of the proposed subtenant or assignee together
with current financial information and references reasonably satisfactory to
Landlord.

(b)  In the reasonable judgment of the Landlord the proposed subtenant or
assignee is financially responsible with respect to its proposed obligations
under the proposed agreement and is of a character and engaged in a business
which is in keeping with the standards of the building and the floor or floors
on which the demised premises are located.

(c)  An executed duplicate original in a form satisfactory to Landlord for
review by Landlord's counsel of such subleasing or assignment agreement shall be
delivered to Landlord at least five (5) days prior to the effective date
thereof.  In the event of any assignment, Tenant will deliver to Landlord at
least (5) days prior to the effective date thereof an assumption agreement
wherein the assignee agrees to assume all of the terms, covenants and conditions
of this lease to be performed by Tenant hereunder and which provides that Tenant
named herein and such assignee shall after the effective date of such assignment
be jointly and severally liable for the performance of all of the terms
covenants and conditions of this lease.

(d)  Tenant shall grant Williams Real Estate Co. Inc., ("Williams") the sole and
exclusive right for thirty (30 days)  to effect any sublet, assignment, release
and other disposition of all or any part of the demised premised and any other
space Tenant has under lease elsewhere in the building, and Tenant shall pay
Williams upon execution of such sublease, assignment, release or other
disposition a commission computed in accordance with Williams' standard rates
and rule then in effect for the locality in which the demised premised are
located.

(e)  Tenant, at Tenant's expense, shall provide and permit reasonably
appropriate means of ingress to and egress from space sublet by Tenant.

(f)  Except for any subletting or assignment by Tenant to Landlord, each
subletting or assignment shall be subject to all the covenants, agreements,
terms, provisions and conditions contained in this lease on the part of the
Tenant to be performed.

(g)  Tenant covenants and agrees that notwithstanding any subletting or
assignment to Landlord or to any other subtenant or assignee and/or acceptance
of rent or additional rent by Landlord from any subtenant or assignee.  Tenant
shall and will remain fully liable for the payment of the annual rent and
additional rent due and to become due hereunder and for the performance of all
the covenants, agreements, terms, provisions and conditions contained in this
lease on the part of the Tenant to be performed.
<PAGE>
(h)
(i)  Tenant further agrees that it shall not at any time publicly advertise at a
rental rate less than the fixed annual rate plus any additional rent than
payable hereunder, for assignment or sublease of all of the space demised
herein, or for sublease of any portion of the space demised herein, but nothing
herein contained shall be deemed to be Landlord's consent to any assignment or
subletting.

(j)  Notwithstanding anything herein contained to the contrary, Tenant shall
have no right to assign this lease or to sublet the whole of the demised
premises prior to or during the first 6 months following the commencement date
hereof.

(j)  Tenant shall have no rights to assign this lease or sublet the whole
or any part of the demised premises to any party who is dealing with or has
dealt with Landlord or Landlord's agent with respect to space then still
available for rent in the building within the 12 months immediately
preceding  Landlord's receipt of Tenant's notice pursuant to item II of
this Article.

(k)  Such subletting or assignment shall not cause Landlord any cost.

(l)  Tenant shall have complied and shall comply with each of the provisions in
this Article and Landlord shall not have made any election as provided in item
II hereof.

                         II

If Tenant shall desire to sublet all or a portion of the demised premises or to
assign this lease.  Tenants shall send to Landlord a written notice by
registered mail at least  thirty (30) days prior to the date such assignment or
subletting is to commence stating (w) that the intention is to assign the lease,
(x) the portion of the premises that the Tenant desires to sublet, and if the
portion intended to be sublet shall be less than the entire demised premises and
other than an entire floor or multiple thereof, such notice shall be accompanied
by a reasonably accurate floor plan of the premises to be sublet.  (y) the term
of such proposed subletting and (z) the proposed commencement date of such
subletting or assignment.
-
(a)  If Tenant desires to sublet all of the demised premises or to assign this
lease, than within thirty (30)  days after receipt of the aforesaid notice
Landlord may notify Tenant that Landlord elects (1) to cancel this lease, in
which event, such cancellation shall become effective on the date set forth
pursuant to (z) above and this lease shall thereupon terminate on said date with
the same force and effect as if said date were the expiration date of this
lease; or (2) to require Tenant to assign this lease to Landlord effective from
the date set forth pursuant to (z) above.  In either event Tenant shall be
obligated to surrender possession of the demised premises on the same condition
as Tenant is obliged to surrender possession at the end of the term as provided
in this lease.  Such assignment to Landlord shall provide that the parties to
such assignment to Landlord shall provide
<PAGE>
that the parties to such assignment expressly negate any intention that any
estate created under such assignment be merged with any other estate held by
either of said parties.

(b)    If Tenant desire to sublet less than all of the demised premises then
within thirty (30) days after receipt of the aforesaid notice Landlord may
notify Tenant that Landlord elects to require Tenant to sublease to Landlord as
subtenant of Tenant, the portion of the demised premises that Tenant had
specified in its notice to Landlord, for the term, and from the commencement
date specified in said notice.  The annual rent and additional rent which
Landlord shall pay to Tenant shall be a pro rata apportionment of the annual and
additional rent payable hereunder and it is hereby expressly agreed that such
sublease to Landlord shall be upon all the covenants, agreements, terms,
provisions and conditions contained in this lease except for such thereof which
are inapplicable and such sublease shall give Landlord the unqualified and
unrestricted right without Tenant's permission to assign such sublease or any
part of parts of such space and to make or cause to have made or permit to be
made any and all changes, alterations, decorations, additions, and improvements
in the space covered by such sublease, and that such may be removed, in whole or
part, at Landlord's option, prior to or upon the expiration or other termination
of such sublease provided that any damage or injury caused by such removal shall
be repaired.  Such sublease to Landlord shall also provide that the parties to
such sublease negate any intention that any estate ??? under such sublease be
merged with any other estate held by either of said parties.

( c)  Tenant covenants and agrees that any such assignment or subletting to
Landlord or further assignment or subletting by Landlord or Landlord's assignee
or sublessee may be for any purpose or purposes that Landlord, in Landlord's
uncontrolled discretion, shall deem suitable or appropriate.

(d)  If Landlord should fail to exercise any of the elections granted to it
pursuant to the provisions of sub-paragraphs "a" and "b" of Item II of this
Article and if Tenant should sublet all or a portion of the demised premises for
a rental arising hereunder, than Tenant shall pay to Landlord as additional rent
50% of such excess amount.  In computing such excess amount appropriate pro rata
adjustments shall be made with respect to a subletting of less than all of the
demised premises.

(e)  Tenant hereby waives any claim against Landlord for money damages which it
  may have based upon any assertion that Landlord has unreasonably withheld or
  unreasonably delayed any consent to an assignment or a subletting pursuant to
  this Article.  Tenant agrees that is sole remedy shall be an action or
  proceeding to enforce such provision or for specific performance.
<PAGE>

                         III

If this lease is assigned and Landlord consents to such assignment, Tenant
covenants and agrees that the terms, covenants and conditions of this lease may
be changed, altered or modified in any manner whatsoever by Landlord and the
assignee without the prior written consent of Tenant and that no such change,
alteration or modification shall release Tenant from the performance by it of
any of the terms, covenants and conditions on its part to be performed under
this lease.  Any such change, alteration or modification which would have the
effect of increasing or enlarging Tenant's obligations or liabilities under this
lease shall not, to the extent only of such increases or enlargement, be binding
upon Tenant.
                         IV

Tenant acknowledges that Williams from time to time may be obligated to endeavor
to rent competitive space available in the building on behalf of and pursuant to
the instructions of Landlord or another tenant of the building.

Tenant's Changes:      44.  (a) Supplementing Article J. Landlord's consent
shall not be required for minor changes to the demised premises such as the
installation of furniture, furnishings, cabinets and shelves which are affixed
to the realty.  All other renovations, decorations, additions, installations,
improvements and alterations of any kind or nature in or to the demised premises
whether performed by Tenant or by Landlord ("Tenant Changes")  shall require the
prior written consent of Landlord which, in the case of non-structural interior
Tenant changes, Landlord agrees not to unreasonably withhold, provide Tenant
first complies with all applicable requirements of this lease including any
workletter attached to this lease and the building Rules and Regulations
Governing Tenant Alterations (herein called the "Alterations Rules").  In
granting its consent to any Tenant Changes, Landlord may impose such conditions
(as to guarantee of completion including, without limitation,  requiring Tenant
to post a bond to insure the completion of Tenant Changes, payment for Tenant
Changes and other charges payable under this Article, restoration or otherwise),
as Landlord may reasonable require.  In no event shall Landlord be required to
consent to any Tenant Changes which would affect the structure of the building,
the exterior thereof, any part of the building outside of the demised premises
or the mechanical, electrical, heating outside of the demised premises or the
mechanical, electrical, heating ventilation, air conditioning, sanitary,
plumbing or other service systems and facilities (including elevators) of the
building, and such Tenant Changes shall be performed only by contractors
designated or approved by Landlord.  In connection with Landlord's agent's
review, modification, approval, supervision and/or coordination of plans and
specifications for Tenant Changes, agent shall endeavor to advise Tenant whether
the proposed Tenant's Changes are compatible with building systems and
facilities, in compliance with the requirements of this lease, in conformity
with applicable legal requirements or likely to result in excessive cost to
Tenant, but, notwithstanding the foregoing, Landlord's agent shall have no
liability <PAGE>
in connection with such advice.  Tenant shall promptly upon demand, reimburse
Landlord's advice.  Tenant shall, promptly upon demand, reimburse Landlord's
agent for any reasonable out-of-pocket fees, expenses and other charges incurred
by Landlord or its agent in connection with the review, modification and/or
approval of such plans and review, modification and/or approval of such plans
and specifications by Landlord's agent and other professional consultants of
Landlord and shall pay to Landlord's agent during the course of the work, as a
charge of Landlord's agent of any Tenant Changes for Landlord's benefit and
without waiver of any of the requirements of this lease, the workletter, if any,
or the Alterations Rules, a fee of five percent (5%) of the cost of such Tenant
Changes.  Tenant shall promptly provide such evidence as Landlord or Landlord's
agent may request to substantiate any such costs incurred by Tenant.  Tenant
shall, at its sole cost and expense, in making any Tenant Changes, comply with
all requirements of the Alternative Rules.

(b)  Nothing in this lease is intended to constitute a consent by Landlord to
the subjection of Landlord's or Tenant's interest in the building or the land on
which the building is located to any lien or claim by any person which supplies
any work labor, material, service or equipment to Tenant in performing any
Tenant Changes.  Landlord hereby notifies all such persons of such intent and
each such person agrees that by performing any Tenant Changes for Tenant it
accepts that Landlord has not granted such consent and that such person agrees
that by performing any Tenant Changes for Tenant it accepts that Landlord has
not granted such consent and that such person shall not have a right to file any
lien or claim against such interest of Landlord or Tenant in the building or
land upon which it is located.  Tenant agrees to provide a copy of this Article
to all such persons prior to entering into any contract for or otherwise having
Tenant Changes performed.  If Tenant's use of any contractor, subcontractor,
vendor, supplier or other party causes or threatens to cause disharmony, labor
disputes, strike or picketing or any kind whatsoever, such party shall be
dismissed, removed from the job site, and excluded from the building, and the
work of such party shall be continued by Tenant by others satisfactory to
Landlord.
( c) In performing any alternations or installations Tenant shall be responsible
or the cost or compliance with all applicable governmental rules and
regulations including without limitation The Americans With Disabilities Act of
1990, Public Law 101-336 42 U.S.C. Secs. 12101 et seq. together with all
amendments thereto which may be adopted from time to time, and all regulations
and rules promulgated thereunder.

Electric Current:   45.  If electric current be supplied to Tenant by the public
utility corporation serving the part of the city where the building is located.
Tenant agrees to purchase same from building is located.  Tenant agrees to
purchase same from such public utility corporation.  If electric current be
supplied by Landlord, Tenant covenants and agrees to purchase the same from
Landlord or Landlord's designated agent at charges, terms and rates set, from
time to time, during the term of this lease by Landlord but not more than those
<PAGE>
specified in the service classification in effect on January 1, 1970 pursuant to
which Landlord then purchased electric current from the public utility
corporation serving the part of the city where the building is located.  Said
charges may be revised by Landlord in order to maintain the return to Landlord
produced under the foregoing in the event that the Public Service Commission
approves changes in service classifications, terms, rates or charges for such
public utility during the term hereof.  Where more than one meter measures the
service of Tenant in the building, the service rendered through each meter may
be computer and billed separately in accordance with the rates herein.  Bills
therefore shall be rendered at such times as Landlord may elect.  In the event
that such bills are not paid within five (5) days after the same are rendered.
Landlord may, without further notice, discontinue the service of electric
current to demised premises without releasing Tenant from any liability under
this lease and without Landlord or Landlord's agent incurring any liability for
any damage or loss sustained by Tenant from any liability under this lease and
without Landlord or Landlord's agent incurring any liability for any damage or
loss sustained by Tenant by such discontinuance of service.  At the option of
Landlord, Tenant also agrees to purchase from Landlord or its agent all lamps or
bulbs used in the demised premises and to pay the cost of installation thereof.
Landlord shall not in any other wise be liable or responsible to Tenant for any
loss or damage or expense which Tenant may sustain or incur if either the
quantity or character of electric services is changed or is no longer available
or suitable for Tenant's requirements.  Any riser of risers to supply Tenant's
electric requirements, upon written request of Tenant, will be installed by
Landlord, at the sole cost and expense of Tenant, if in Landlord's sole
judgment, the same are necessary and will not cause permanent damage or injury
to the building or demised premises or cause or create a dangerous or hazardous
condition or entail excessive or unreasonable alterations, repairs or expense or
interfere with or disturb other tenants or occupants.  In addition to the
installation of such riser or risers Landlord will also at the sole cost and
expense of Tenant, install all other equipment proper and necessary in
connection therewith subject to the aforesaid terms and conditions.  Tenant
covenants and agrees that at all times its use of electric current shall never
exceed the capacity of existing feeders to the building or the risers or wiring
installations.  It is further covenanted and agreed by Tenant that all the
aforesaid costs and expenses shall be paid by Tenant to landlord within five (5)
days after rendition of any bill or statement to Tenant therefor.  Landlord may
discontinue any of the aforesaid services upon thirty (30) days notice to Tenant
without being liable to Tenant therefore or without in any way affecting this
lease or the liability of Tenant hereunder or causing a diminution of rent and
the same shall not be deemed to be a lessening or diminution of rent and the
same shall not be deemed to be a lessening or diminution of services within the
meaning of any law, rule or regulation now or hereafter enacted, promulgated or
issued.  In the event Landlord gives such service direct from said public
utility corporation, in which event, the Tenant will at its own cost and
expense, furnish and install all risers, service wiring, and switches that may
be necessary for such installation and required by the public utility company,
and will at its own cost and expense, maintain and keep in good repair all such
risers, wiring and <PAGE>
switches.  Tenant shall make no alternations or additions to the electric
equipment and/or appliances without the prior written consent of Landlord in
each instance.  Rigid conduit only will be allowed.  If any tax is imposed upon
Landlord's receipts from the sale or resale of electric energy or gas or
telephone service to Tenant by any Federal, State or Municipal Authority.
Tenant covenants and agrees that, where permitted by law, Tenant's pro-rata
share of such taxes shall be passed on to, and included in the bill of and paid
by Tenant to Landlord.  Any sums due and payable to Landlord under this Article
shall be collectible as additional rent.  Supplementing the terms of this
article it is contemplated by the parties that Tenant's electrical consumption
shall be measured by means of one (1) direct meter.

Deposit of Checks:    46.  Landlords deposits of any checks delivered by Tenant
simultaneously with Tenant's execution of this lease shall not constitute
Landlord's execution and delivery of this lease.

Partial Payment:     47.  If Landlord receives from Tenant any payment (Partial
Payment) less than the sum of the fixed annual rent, additional rent and other
charges then due and owning pursuant to the terms of this lease.  Landlord in
its sole discretion may allocate such Partial Payment in whole or in part to any
fixed annual rent, any additional rent and/or any other charges or to any
combination thereof.

48.  Whenever landlord is required or permitted to send any notice or demand to
Tenant under or pursuant to this lease, including, but not limited to any demand
for rent or notice of default it may be given by Landlord's Agent, attorney,
executor, trustee or personal representative, with the same force and effect as
if given by the Landlord.  Landlord hereby advises Tenant that Landlord's
current agent is Williams Real Estate Co. Inc., 530 Fifth Avenue, New York, New
York  10036.

49.  LEASE NOT BINDING UNLESS EXECUTED AND DELIVERED

It is specifically understood and agreed that this lease is offered to Tenant by
the managing agent of the building , solely in its capacity as such agent and
subject to Landlord's acceptance and approval and that Tenant has hereunto
affixed its signature with the understanding that the said lease shall not in
any way bind Landlord or its agent until such time as the same has been approved
and executed by Landlord and delivered to Tenant. The execution and delivery of
this lease by Tenant shall constitute an irrevocable offer to enter into this
lease on the part of Tenant and its representation that the Other Broker , if
any shall not seek compensation from landlord if Landlord and Tenant do not
approve , execute and deliver this lease.

50.  CONFLICT BETWEEN RIDER AND PRINTED LEASE

If and the extent that any of the provisions of any rider to this lease conflict
or are otherwise inconsistent with any of the printed provisions of this lease ,
whether or not such inconsistency is expressly noted in the rider , the
provisions of the rider shall prevail.  In the event the party of the first part
is referred to in this lease as "Owner" , the term "Landlord", as used herein,
shall be deemed synonymous with the term "Owner".
<PAGE>

51.  SPECIAL SERVICES

Upon Tenant's request Landlord or its managing agent may, but , except as
otherwise expressly provide in this lease , shall not be obligated to , perform
or cause to be performed for Tenant from time to time various construction ,
repair and maintenance work , moving services and other types of work or
services in order in or about the demise premise and the building.   If  such
work or services shall be performed for Tenant , Tenant agrees to pay therefore
either the standard charges of Landlord  or its managing agent in effect from
time to time, if any, or the amount agreed to be paid for such services.
Tenant agrees to pay all such charges within ten (10) days after Landlord or
Landlord's managing agent has submitted a bill therefore and unless otherwise
expressly provide in writing such charges shall be payable as addition rental
under this lease and in the event of a default by Tenant in the payment thereof
Landlord shall have done all of the remedies hereunder that Landlord would have
in the event of a default in the payment of annual rental

52.  AS IS

Tenant acknowledges that it has inspected the building and the demised premises,
agrees to accept the demised premises in its "AS IS" physical condition as of
the date possession is tendered to Tenant and acknowledges that Landlord shall
not be obligated to make any improvements or alterations to the demised premises
whatsoever, except as may be provided on the Workletter annexed hereto as
Exhibit "A", if any.


53.  ADDITIONAL ASSIGNMENT AND SUBLETING PROVISIONS

The Article to this lease captioned "Assignment and Subletting (Article 11
continued)" is hereby amended by adding to Subdivision I thereof the following
sub-paragraphs:
(m)  The consent by Landlord to any assignment, subletting, or occupancy shall
 not in any wise be construed to relieve Tenant from obtaining the express
 consent, in writing, of Landlord to any further assignment, subletting, sub-
 subletting, or occupancy, which consent Landlord shall have the right to
 withhold for any reason.
(n)  Tenant shall have no right to assign this lease or sublet the whole or any
 part of the demised premises to any party which is then a tenant, subtenant,
 licensee or occupancy of any part of the building in which the demised premised
 are located.
(o)  If Tenant hereunder shall be a corporation, the transfer of a majority of
 the stock of Tenant shall be deemed an assignment of this lease, except as
 provided under Article 75. The transfer of outstanding stock of Tenant for
 purposes of this article shall not include the sale of such stock where such
 sale is effected through an "over the counter market" or through any recognized
 stock exchange, or on a basis exempt from applicable securities registration
 requirement.
(p)  Each sublease of the demised premises shall be deemed to contain the
following provisions, whether or not specifically included therein:
(1)  "In the event of a default under any underlying lease of all or any portion
of the premises hereby which results in the termination of such lease, or if the
lessor under any such underlying lease shall
<PAGE>
(2)  exercise any right to cancel or terminate such underlying lease, the
subtenant hereunder shall, at the option of the lessor under any such lease,
attorn to and recognize such lessor as Landlord hereunder and shall, promptly
upon such lessor's request, execute and deliver all instrument necessary or
appropriate to confirm such attornment and recognition.  The subtenant hereunder
hereby waives all rights under present or future law to elect, by reason of the
termination of such underlying lease, to terminate this sublease or surrender
such underlying lease does not exercise the aforesaid option, the term of this
sublease shall terminate simultaneously with the term of the underlying lease
and subtenant hereby agrees to vacate the premises subleased on or before the
effective date of termination of the underlying lease."

54.  HOLDING OVER

If Tenant holds over in possession after the expiration or sooner termination of
the original term or of any extended term of this lease, such holding over shall
not be deemed to extend the term or renew this lease, but such holding over
thereafter shall continue upon the covenants and conditions herein set forth
except that the charge for use and occupancy of such holding over for reach
calendar month or part thereof (even if such part shall be a small fraction of a
calendar month) shall be the sum of:

(a)  1/12 of the highest annual rent rate set forth on page one of this lease,
  times 2.0, plus
(b)   1/12 of the net increase, if any, in annual fixed rental due solely to
increases in the cost of the value of electric service furnished to the premises
in effect on the last day of the term of this lease, plus
(c)    1/12 of all other items of annual additional rental, which annual
additional rental would have been payable pursuant to this lease had this lease
not expired, plus  those other items of additional rent (not annual additional
rent) which would have been payable monthly pursuant to this lease, had this
lease not expired, which total sum Tenant agrees to pay to Landlord promptly
upon demand, in full, without set-off or deduction.  Neither the billing nor the
collection of use and occupancy in the above amount shall be deemed a waiver of
any right of Landlord to collect damages for Tenant's failure to vacate the
demised premises after the expiration or sooner termination of this lease.  The
aforesaid provisions of this Article shall survive the expiration or sooner
termination of this lease.
<PAGE>

55.  LIMITATION ON RENT

If at the commencement of, or at any time during the term of this lease, the
rent reserved in this lease is not fully collectible by reason of any Federal,
State, County or City law, proclamation, order or regulation, or direction of a
pubic officer or body pursuant to law, Tenant agrees to take such steps and
landlord may request to permit Landlord to collect the maximum rents which may
be legally permissible from time t time during the continuance of such legal
rent restrictions (but not in excess of the amounts reserved therefore under
this lease).  Upon the termination of such legal rent reduction, Tenant shall
pay to Landlord, to the extent permitted by law, an amount equal to (a) the
rents which would have been paid pursuant to this lease but for such legal rent
restriction less (b) the rents paid by Tenant to Landlord during the period such
legal rent restriction was in effect.

56.  BROKERAGE

Tenant warrants and represents to Landlord that it has had no dealings with any
broker or agent except Williams Real Estate Co. Inc. and the broker listed
below, if any, in connection with this lease and covenants and agrees to hold
harmless and indemnify Landlord and Williams Real Estate Co., Inc. from and
against any and all costs, expenses or liability for any compensation,
commissions, fees and charges claimed by any other broker or agent with respect
to this lease or the negotiation thereof.  The obligation of Tenant contained in
this Article shall survive the expiration or earlier termination of this lease.

Other Broker:  Charles Greenthall

57.  GOVERNMENTAL REGULATIONS

If, at any time during the term of this lease, landlord expends any sums for
alterations or improvements to the building which are required to be made
pursuant to any law, ordinance or governmental regulation, or any portion of
such law, ordinance or governmental regulation, which becomes effective after
the date hereof, Tenant shall pay to Landlord, as additional rent, the same
percentage of such cost as is set forth in the provision of this lease which
requires Tenant to pay increases in Real Estate Taxes, within ten (10) days
after demand therefore.  If, however, the cost of such alteration or improvement
is one which is required to be amortized over a period of time pursuant to
applicable governmental regulations, Tenant shall pay to Landlord, as additional
rent, during each year in which occurs any part of this lease term, the above-
stated percentage of the reasonable annual amortization of the cost of the
alteration or improvement made.  For the purposes of this Article, the cost of
any alteration or improvement made shall be deemed to include the cost of
preparing any necessary plans and the fees for filing such plans.  Supplementing
the provisions of Article 57 Tenant's obligation to pay the cost of any
alteration or improvement required thereunder shall not  exceed ( i )  in
aggregate $12,500.00 during the term of this lease; and (ii) $2,500.00 in any
"Lease Year".
<PAGE>

For purposes of this lease "Lease Year" shall be deemed to mean successive
twelve (12) calendar month periods commencing on November 1, 1996, and each
Lease thereafter shall begin on the anniversary of November 1, 1996.

58.  BASEMENT SPACE

If any basement or sub-basement space is included in the premises demised
hereunder, Tenant agrees that, notwithstanding anything to the contrary
contained in this lease, such basement or sub-basement space
(  i  ) shall not be used for any purpose other than storage and (  ii  ) shall
not  be sublet or used by anyone other than Tenant without the prior written
consent of Landlord, which consent Landlord shall have the right to withhold for
any reason whatsoever.

59.  LANDLORD'S MANAGING AGENT

Tenant agrees that all of the representations, warranties, waivers and
indemnities made in this lease by Tenant for the benefit of Landlord shall also
be deemed to inure to and be for the benefit of Williams Real Estate Co. Inc.,
its officers, directors, employees and independent contractors.

60.  BUILDING DIRECTORY

At the written request of Tenant, Landlord shall list on the building's
directory the name of Tenant, any trade name under which Tenant has the right to
operate, any entity permitted to occupy any portion of the demised premises
under the terms of this lease, and the officers and employees of each of the
foregoing entities, provided the number of names so listed does not exceed the
same percentage of the capacity of such directory as is set forth in the
provision of this lease which requires Tenant to pay increases in Real Estate
Taxes.  If requested by Tenant, Landlord may (but shall not be required to) list
the name of Tenant's subsidiaries and affiliates; however, the listing of any
name other than that of Tenant shall neither grant such party or entity any
right to interest in this lease or in the demised premises nor constitute
Landlord's consent to any assignment or sublease to, or occupancy of the demised
premises by, such party or entity.  Except for the name of Tenant, any such
listing may be terminated by Landlord, at any time, without notice.

61.  INTEREST ON SECURITY

Landlord agrees to deposit the security referred to in the Article of this lease
captioned "Security" in an interest bearing account in a bank located in New
York State.  The extent not prohibited by law, Landlord shall be entitled to
receive and retain as an administrative expense that portion of the interest
received on such account which represents the maximum fee permitted under
applicable law, which fee Landlord shall have the right to withdraw from time to
time, as Landlord may determine.  The balance of the interest shall be added to
and held as part of the security under this lease subject to an in accordance
with the provisions <PAGE>
of the foregoing Article.  Landlord shall not be required to credit Tenant with
any interest for any period during which Landlord does not receive interest on
the security deposited.

62.  ADDITIONAL RENT

All payments other than the annual rental to be made by Tenant pursuant to this
lease shall be deemed additional rent and, in the event of any nonpayment
thereof, Landlord shall have all rights and remedies provided for herein or by
law for nonpayment of rent.  Tenant shall have fifteen (15 ) days from its
receipt of any additional rent statement to notify Landlord, by certified mail,
return receipt requested, that it disputes the correctness of such statement.
After the expiration of such fifteen 915) day period, such statement shall be
binding and conclusive upon Tenant.  If Tenant disputes the correctness of such
statement, Tenant shall, as a condition precedent to its right to contest such
correctness, make payment of the additional rent billed, without prejudice to
its position.  If such dispute is finally determined in Tenant's favor, Landlord
shall refund to Tenant the amount overpaid (without interest).

63.  SUBMISSION TO JURDISDICTION, ETC.

This lease shall be deemed to have been made in New York County, New York, and
shall be construed in accordance with the laws of this State of New York.  All
actions or proceedings relating, directly or indirectly, to this lease shall be
litigated only in courts located within the County or New York.  Tenant, any
guarantor of the performance of its obligations hereunder ("Guarantor") and
their successors and assigns hereby subject themselves to the jurisdiction of
any state or federal court located within such county, waive the personal
service of any process upon them in any action or proceeding therein and consent
that such process be served by certified or registered mail, return receipt
request, directed to the Tenant and any successor at Tenant's address
hereinabove set forth, to Guarantor and any successor at the address set forth
in the instrument of guaranty and to any assignee at the address set forth in
the instrument of assignment.  Such service shall be deemed made two (2) days
after such process is so mailed.

If (i) Landlord commences any action or proceeding against Tenant, or (ii )
Landlord is required to defend any action or proceeding commenced by Tenant, in
connection with this lease and such action or proceeding is disposed of, by
settlement, judgment or otherwise, favorably to Landlord, Landlord shall be
entitled to recover from Tenant in such action or proceeding, or a subsequently
commenced action or proceeding, landlord's reasonable attorneys' fees and
disbursements incurred in connection with such action or proceeding and all
prior and subsequent discussions and negotiations and correspondence relating
thereto.

If any monies owing by Tenant under this lease are paid more than fifteen (15)
days after the date such monies are payable pursuant to the provisions of this
lease, Tenant shall pay Landlord interest thereon, at the then maximum legal
rate, for the period from the date such monies were payable to the date such
monies are paid.
64.  <PAGE>
65.  CONDITIONAL LIMITATION

If Tenant shall default in the payment of the rent reserved herein, or any item
of additional rent herein mentioned, or any part of either, during any two
months, whether or not consecutive, in any twelve (12) month period, and (   i )
such default continued for more than five (5) days after written notice of such
default by Landlord to Tenant, and ( ii ) Landlord, after the expiration of such
five (5) day grace period, served upon Tenant petitions and notice of petition
to dispossess Tenant by summary proceedings in each  such instance, then,
notwithstanding that such defaults may have been cured prior to the entry of a
judgment against Tenant, any further default in the payment of any money due
Landlord hereunder which shall continue for more than five (5) days after
Landlord shall give a written notice of such default shall be deemed to be
deliberate and Landlord may thereafter serve a written three (3) days' notice of
cancellation of this lease and the term expiration of such three (3) day period
were the day herein definitely fixed for the end and expiration of this lease
and the term thereof, and Tenant shall then quit and surrender the demised
premises to Landlord, but Tenant shall remain liable as elsewhere provided in
this lease.

In addition, if Tenant shall have defaulted in the performance of the same or a
substantially similar covenant hereunder, other than a covenant for the payment
of rent or additional rent, twice during any consecutive twelve (12) month
period and Landlord, in each case, shall have given a default notice in respect
of such default, then, regardless of whether Tenant shall have cured such
defaults within a twelve (12) month period after Landlord gave the second such
default notice, Landlord, at its option, and without further notice to Tenant or
opportunity for Tenant to cure such default, may elect to cancel this lease by
serving a written three (3) days' notice of cancellation of this lease and the
term hereunder shall end and expire as fully and completely as if the expiration
of such three (3) day period were the day herein definitely fixed for the end
and expiration of this lease and the term hereof, and Tenant shall then quit and
surrender the demised premises to Landlord, but Tenant shall remain liable as
elsewhere provided in this lease.

65.  EXCULPATION

If Tenant shall request Landlord's consent or approval and Landlord shall fail
or refuse to give such consent or approval, Tenant shall not be entitled to any
damages for any withholding by Landlord of its consent or approval, it being
agreed that Tenant's sole remedy shall be an action for specific performance or
an injunction, and that such remedy shall be available only in those cases where
Landlord has expressly agreed in writing not to unreasonably withhold its
consent or approval or where as a matter of law, Landlord may not unreasonably
withhold its consent or approval.
<PAGE>

Tenant acknowledges and agrees that if Landlord shall be an individual, joint
venture, tenancy-in-common, firm or partnership, general or limited, there shall
be no personal liability on such individual or on the members of such joint
venture, tenancy-in-common, firm or partnership in respect of any of the
covenants or conditions of this lease.  In addition, notwithstanding anything to
the contrary contained in this lease, it is agreed and understood that Tenant
shall look solely to the estate and property of Landlord in the Building for the
enforcement of any judgment (or other judicial decree) requiring the payment of
money by Landlord to Tenant by reason of any default or breach by Landlord in
the performance of its obligations under this lease, it being intended hereby
that no other assets of Landlord or its principals shall be subject to levy,
execution, attachment or other such legal process for the enforcement or
satisfaction of the remedies pursued by Tenant in the event of such default or
breach.

66.  INSURANCE

Tenant shall obtain and keep in force, at its own expense, with respect to the
leased premises, a policy or policies of bodily injury and property damage
insurance with an insurance company or companies in a form reasonably
satisfactory to Landlord which shall be in the minimum amount of $1 million
combined single limit per occurrence for bodily injury and property damage.
Such policy or policies shall include Landlord's interest which Landlord named
as an additional insured.  Tenant shall deliver to Landlord such policy or
policies or certificates evidencing such coverage, together with a receipt
thereon evidencing payment of premium or other satisfactory proof thereof.
Landlord shall have the right to require Tenant to reasonably increase the
amount of coverage under such policy or policies.  In the event of the Tenant's
failure to comply in any respect herein, the Landlord may cause same to be done
to the Tenant's account and the cost thereof, shall be deemed to be additional
rent.  During the term hereby demised the Landlord shall insure the building of
which the demised the Landlord shall insure the building of which the demised
premises are a part, and Tenant shall insure the demised premises and its
fixtures and contents for the full replacement value under an "ALL RISK" type
policy which shall include a waiver by the insurer of all right of subrogation
against Landlord or Tenant in connection with any loss or damage thereby insured
against.  Neither party, nor its agents, employees or guest shall be liable to
the other for loss or damage caused by any risk covered by such insurance.  Each
party shall deliver to the other satisfactory proof evidencing such coverage.
If the release by either Landlord or Tenant as herein set forth shall contravene
any law with respect to exculpatory agreements, the liability of the party in
question shall be deemed not released but secondary to the other's insurer.
<PAGE>

67.  GUARD SERVICE

In the event Landlord now employs or hereafter employs a security guard or guard
service (hereinafter the "Guard") in the building, Tenant shall pay to Landlord,
as additional rent, in advance, together with each installment of the annual
rent provided for herein, a percentage of the cost of employing the Guard,
including, but not limited to, any employee benefits, social security taxes and
other expenses which are incurred by Landlord therefore, which percentage shall
be the same percentage as is now set forth in the provision of this lease which
provides for the payment by Tenant of increases in Real Estate Taxes.  Landlord
reserves the right (   i ) initially set the days and hours the Guard is
employed, (  ii)  to change, at will, such hours and days, and (iii) to
discontinue the employment of the Guard, all in its sole and absolute
discretion.  The furnishing of the Guard by Landlord for the security of the
building, the demised premises or the contents of the demised premises, and
Tenant hereby unconditionally waives any rights or claims against Landlord and
Landlord's managing agent by reason of any acts or omissions of the Guard
employed.  Supplementing the provisions of Article 67 Tenant's obligation to pay
the cost of any Guard related service required thereunder shall not exceed
$3,000.00 per "Lease Year".

FUEL AND UTILITY COST PAYMENTS

A.   For the purposes of this Article only, the following words and terms shall
  have the following meanings:

( i )  "Fuel Cost: shall mean Landlord's cost for all fuel (including but not
limited to, oil, steam and coal) delivered to the Building.

( ii )  "Electric Cost" shall mean Landlord's cost for all electricity used in
lighting all the public and service areas, and in operating all the service
facilities, of the Building.  Landlord and Tenant agree that if the public
utility serving  the Building submits bills for periods ending on other than the
last day of a calendar month, the 12 month period ending closest to the last day
of a calendar month shall be used for the purposes of computing the Electric
Cost.  Since electric current is supplied to tenants of the Building by the
public utility corporation servicing the Building, Landlord and Tenant agree
that the Electric Cost shall be deemed, for the purposes of this Article, to
constitute 100% of Landlord's total cost for electricity consumed at the
Building.

(iii )  "Base Year" shall mean the twelve (12) month period ending on the last
day of the calendar month immediately preceding the month in which the term of
this lease commences.

( iv )  "Comparison Year" shall mean the twelve (12) month period commencing on
the first (lst) day of the calendar month immediately following the end of the
Base Year and each successive twelve (12) month period in which occurs any part
of the term of this lease.
<PAGE>

( v  )  "Tenant's Share" shall mean 9.091%.

B.   Tenant shall pay to Landlord, as additional rent, Tenant's share of the
  Electric Cost, and if the Fuel Cost for any Comparison Year exceeds the Fuel
  Cost for the Base Year, Tenant shall pay to Landlord, as additional rent,
  Tenant's Share of the excess.  Such additional rents shall be due and payable
  within ten (10) days after Landlord shall have furnished Tenant with the
  statement provided for in Paragraph C of this Article.  Tenant's obligation to
  pay the amount herein provided for shall survive the expiration or earlier
  termination of this lease.  The amounts due and payable by Tenant for any
  partial Comparison Year shall be appropriately prorated.

C.   After the Base Year, Landlord shall furnish Tenant with a statement of the
Base Year Electric Cost and the Base Year Fuel Cost.  Thereafter, Landlord shall
furnish to Tenant a statement of the Electric Cost and the Fuel Cost (the
"Utility Statement") for each Comparison Year and a computation of the amounts
payable by Tenant pursuant to Paragraphs B and D and E of this article.

D.   During the first Comparison Year, Tenant shall, on the first day of each
calendar month, pay to Landlord, on account of the amount due and payable by
Tenant pursuant to Paragraph B of this Article, one-twelfth (1/12) of Tenant's
Share of the total of (  i  )  110% of the Electric Cost and (  ii )  ten (10%)
percent of the Base Year Fuel Cost.  Such payments shall be deferred until
Landlord furnishes Tenant with a statement of the Base Year Electric Cost and
the Base Year Fuel Cost, whereupon Tenant shall pay promptly all deferred
payments and commence such payments.  During each succeeding Comparison Year,
Tenant shall pay to Landlord, on account of the amount due and payable by Tenant
pursuant to Paragraph B of this Article, one-twelfth (1/12) of Tenant's Share of
the total of  (   i ) 110% of the Electric Cost, (  ii) ten (10%) percent of the
Fuel Cost for the prior Comparison Year.  Notwithstanding the foregoing, until
Landlord furnishes Tenant with the applicable Utility Statement for the
preceding Comparison year, Tenant shall continue to pay Landlord the amount of
the monthly payment due and payable pursuant to this Paragraph D during the last
calendar month of the preceding Comparison Year, plus an additional ten (10%)
percent of such amount.

E.   If the payments made by Tenant pursuant to Paragraph D of this Article for
a Comparison year exceed the amount payable to Landlord for such Comparison year
pursuant to Paragraph 3 of this Article, such excess shall, at the option of
Landlord, either be paid to Tenant or be credited (without interest) against the
next ensuring payments provided for in said Paragraph D, except that if no such
payments shall be due or becoming due, such excess shall be paid (without
interest) by Landlord to Tenant.  If the amount payable by Tenant for such
Comparison year pursuant to Paragraph B of this Article exceeds the payments
made by Tenant pursuant to Paragraph D of this Article, Tenant shall pay the
difference within then (10) days after Landlord furnishes Tenant with a Utility
Statement for such Comparison Year.
<PAGE>

69.  FREE POSSESSION

Provided that Tenant does not interfere with the completion of any work required
to be performed by Landlord hereunder, if any, Tenant may take possession of the
demised premises from the Possession Date stated below.  Such possession shall
be subject to all terms, covenants and conditions contained in this lease,
except that Tenant shall not be required to pay any installment(s) of the annual
rent for the period prior to the Commencement Date stated below.  Tenant shall,
however, pay the installment(s) of the annual rent due and payable by Tenant on
the execution and delivery of this lease to Landlord.  Tenant on the execution
and delivery of this lease to Landlord.  Tenant shall also pay, within ten (10)
days after receipt of Landlord's invoice therefore, all charges attributable to
electric service and all items of additional rent herein provided for from the
Possession Date.

POSSESSION DATE:       Upon substantial completion of Landlord's work as set
forth on Exhibit A

COMMENCEMENT DATE:  November 1, 1996 or ninety days after the Possession Date,
the later of which occurs.

70.  THE ANNUAL RENTAL PAYABE HEREUNDER SHALL BE:

a)   One Hundred Twenty Two Thousand Two Hundred Twenty Two $122,250.00 Dollars
  per year from November 1, 1996 to and including October 31, 1997;

b)      $125,350 Dollars per year from November 1, 1997 to and including October
31, 1998;

c)   One Hundred Twenty Two Thousand  Two Hundred Twenty Two ($122,250.00)
  Dollars per year from November 1, 1998 to and including October 31, 1999;

d)   One Hundred Thirty Two  Thousand Eight Hundred Seventy Eight ($132,878.00)
  Dollars per year from November 1, 1999 to and including October 31, 2000;

e)   One Hundred Thirty Six Thousand Eight Hundred Eleven ($136,811.00) Dollars
  per year from November 1, 2000 to and including October 31, 2001;

f)   One Hundred Twenty Five Thousand Three Hundred Fifty ($125,350.00) Dollars
  per year from November 1, 2001 to and including October 31, 2002;

g)   One Hundred Forty Five Thousand Thirty Six ($145,036.00) Dollars per year
  from November 1, 2002 to and including October 31, 2003;

h)   One Hundred Forty Nine Thousand Three Hundred Thirty Five ($149,335.00)
  Dollars per year from November 1, 2003 to and including October 31, 2004;
<PAGE>

i)   One Hundred Fifty Three Thousand Seven Hundred Seventy Three ($153,773.00)
  Dollars per year from November 1, 2004 to and including October 31, 2005; and

j )     One Hundred  Fifty Eight Thousand Three Hundred Twenty Three
($158,323.00) Dollars per year from November 1 2005 to and including October 31,
2006,

(the foregoing is referred to as the "rent" or "annual rental rate" herein).

71.  SECURITY REFUND

If Tenant is not in default under this lease, the security deposit shall be
reduced by $10,080.00 on February 1, 1998, and on February 1, 1999 respectively
with the amount of each such reduction to be refunded to Tenant in the form of a
rent credit to be issued by Landlord and applied by Landlord as a offset against
the first rents coming due under this lease after the respective date of  each
such reduction.

72.  RIGHT TO RELOCATE

Subject to the following conditions, Landlord may elect to relocate Tenant from
the demised premises to a specific unit of space in the building designated by
Landlord;

(a)  Tenant shall have at least 60 days advance written notice from Landlord;

(b)  Landlord shall, at Landlord's cost, remove and reinstall Tenant's personal
property, trade fixtures and equipment in the designated space and provide
building standard installations in the designated space which are equal to, or
better than those then existing in the demised premises.  Tenant shall cooperate
with Landlord and give Landlord reasonable access to the demised premises to
facilitate the performance of Landlord's obligations hereunder.  Tenant and
Landlord shall cooperate to minimize any disruption of Tenant's business.

c)   The designated space shall be a unit with an area equal to or greater than
Tenant's present space.

73.  AIR CONDITIONING MAINTENANCE

Throughout the term of this lease Tenant shall at its own cost and expense (i)
cause to be performed all maintenance of the air conditioning system, equipment
and facilities (hereinafter called the "A/C System"), if any, now or hereafter
located in or servicing the demised premises, including all repairs and
replacements thereto, and ( ii ) maintain in force an air conditioning service,
repair and maintenance contract and provide a copy of same to Landlord in form
satisfactory to Landlord with an air conditioning contractor or servicing
organization approved by Landlord at the time of (1) the installation of such
system by Tenant, or (2) in the event such system is installed by Landlord
thirty (30) days after Tenant takes possession of the demised premises for the
conduct of Tenant's business.  The entire A/C System is and shall at all times
remain the property of Landlord, and at the expiration or sooner termination of
this lease Tenant shall surrender to Landlord the entire A/C System in good
working order and condition, reasonable wear and tear excepted.
Tenant shall not make any changes or additions to the A/C System until Tenant
shall have received Landlord's written consent thereto which shall not be
unreasonably withheld.

74.  Supplementing Article 9, if the demised premises are damaged by fire or
other casualty and Owner shall not exercise its right to terminate this lease,
Owner shall, on or before the 60th day following the date of such fire or other
casualty, deliver to Tenant an estimate from Owner's contractor or architect
setting forth the time required for substantial completion of the restoration.
If the estimate of substantial completion exceeds 180 days from the date of the
fire or other casualty, than Tenant shall have the right to terminate this lease
either within thirty (30) days following receipt of the estimate which indicated
an estimated substantial  completion date beyond 180 days from the date of the
casualty, or, in the event of the lack of said substantial completion by the
date set forth in Owner's notice, within thirty (30) days following the
expiration of the date contained in Owner notice, whichever is applicable.  If
Tenant elects to terminate this lease, Tenant shall specify a date for the
expiration of this lease, in its notice, which date shall not be more than sixty
(60) days or less than thirty (30) days following the date of Tenant's notice.
In such event, this lease shall terminate on the date set forth in Tenant's
notice in the same manner as provided in this article in the event of Owner's
termination.  If Tenant elects to terminate by reason of Owner's failure to
restore the demised premises by the date set forth in Owner's notice, Owner
shall have thirty (30) days from receipt of Tenant's notice to cancel to
complete such restoration and thereupon this lease shall continue in full fore
and effect.  Notwithstanding anything to the contrary contained in this Article,
Owner shall have no obligation to restore the demised premises in the event the
fire or other casualty occurs during the last eighteen (18) months of the term
of this lease and this lease is terminated pursuant to the provisions of the
next succeeding sentences.  However, both parties  shall have the right to
terminate this lease if such fire or other casualty occurs during the last
eighteen (18) months thereof only in the event that there is substantial damage
to the demised premises or the building which prevents Tenant from conducting
its normal business operation.

75.  If Tenant is not in default under this lease, the Tenant named herein may,
on prior written notice to Landlord, without Landlord's prior consent (A) assign
this lease, or sublet the entire demised premises to a "Successor" or (B) sublet
a portion of the demised premises, assign this lease, or sublet the entire
demised premises to a "Subsidiary" or "Affiliate".
<PAGE>

     A "Successor" of Tenant shall mean:

          (   i  )   a corporation in which or with which Tenant is merged or
consolidated, in accordance with applicable statutory provisions for merger or
consolidated of corporations, provided that by operation of law or by effective
provisions contained in the instruments of merger or consolidation, the
liabilities of the corporations participating in such merger or consolidation
are assumed by the corporation surviving such merger or created by such
consolidation, or

          ( ii )  a corporation or other entity acquiring this lease and the
other property and assets of Tenant.

A "Subsidiary" shall mean any corporation not less than fifty one percent (51%)
of whose outstanding stock shall, at all time, be owned by Tenant.

An "Affiliate" shall mean any corporation having as the owner of not less than
fifty one percent (51%) of its outstanding stock the same person or entity that
owns at least fifty one percent (51%) of the outstanding stock of Tenant at all
times.

Any other of further assignment or subleasing of all or part of the demised
premises shall be subject to all applicable provisions of this lease including,
without limitation, the requirement that Tenant obtain Landlord's prior written
consent in each instance as provided in this lease.  If any Subsidiary, or
Affiliate shall cease to be a Subsidiary or Affiliate of Tenant, the sublease
must end or this lease must be reassigned, as the case may be, and Tenant shall
cause the subtenant or assignee to vacate the demised premises forthwith.

Acquisition by Tenant, of a substantial portion of the assets, together with the
assumption of all or substantially all of the obligations and liabilities of any
corporation, shall be deemed a merger of such corporation into Tenant for the
purposes hereof.  However, upon the completion of any merger, consolidation,
acquisition or assumption described above, the Successor must have a net worth
(exclusive of "goodwill") no less than Tenant's net worth (exclusive of
goodwill") immediate prior to such merger, consolidation, acquisition or
assumption.  Tenant must furnish Landlord with such documents and information as
Landlord may reasonably require to substantiate relationships, conditions and
transactions described herein prior to the commencement of the sublease term or
the effective date of the assignment, and, with respect to an assignment, the
executed assignment of Tenant and assumption of the assignee.  The aforesaid
assignment and assumption must provide that the assignee agrees to pay, keep,
perform and observe all terms, provisions, covenants and conditions contained in
this lease on the Tenant's part to be paid, kept, performed and observed as if
it had executed the Lease as the initial Tenant without relieving the assignor
of joint and several liability to Landlord.  The aforesaid sublease must provide
that it is subject and subordinate to the Lease in all respects.

<PAGE>

76.  SECURITY - LETTER OF CREDIT

A.   Upon execution and delivery of this agreement in lieu of the security
deposit provided for in Article 32 of the Lease, Tenant shall furnish Landlord
with an irrevocable standby letter to credit in the sum of $40,320.00 dollars
issued by a bank which is a member of the New York Clearinghouse Association
payable at sight to Landlord which conforms in all material respects to the form
set forth below which must provide for a final expiration date no sooner than
November 30, 2006 and which may be drawn upon under the circumstances set forth
in Article 32 of the Lease.

B.   The Letter of Credit required hereunder shall be in the following form:

                              (NAME OF BANK)


          No. _____________________          Irrevocable Letter of Credit

                                   (Date)


          (Address)

          Dear Sirs:

          We hereby authorize you to value on (name of bank),  NEW YORK, NEW
YORK

          FOR ACCOUNT OF

          UP TO THE AGGREGATE OF

                    DOLLARS U.S. CURRENCY,

          AVAILABLE BY YOUR DRAFTS AT SIGHT, accompanied by:

               Your written statement that you are entitled to draw against the
     Letter of Credit by reason of a default  pursuant to a lease date as of
     between                                                         , Landlord,
     and       Tenant.

     It is a condition of this Letter of Credit that it shall be extended for an
additional period of one year from the present or future expiration date hereof
unless thirty days prior to such date we shall notify you in writing that we
elect not the renew this Letter of Credit for such additional period.  Upon
receipt by you of such notice you may draw hereunder by means of your draft on
us at sight accompanied by your written statement that you have not received an
appropriate renewal of this Letter of Credit.

     Drafts hereunder may be drawn not later than or any subsequent expiration
date pursuant hereto.
<PAGE>

     All drafts drawn under this Credit must bear on their face the clause
`DRAWN UNDER (NAME OF BANK) CREDIT NO.".

     This Credit is transferable in whole but not in part.  However, no transfer
shall be effective unless advice of such transfer is received by us in the form
attached signed by you.

     Except so far as otherwise expressly stated, this Credit is subject to the
Uniform Customs and Practice for Documentary Credits (1974 Revision)
International Chamber of Commerce, Publication No. 290.

     We hereby agree with the Drawers of drafts drawn in compliance with the
terms of this Credit, that the same shall be duly honored on presentation to the
drawee.

                              Yours very truly,

                              Authorized Signature
                              New York
                              Date

<PAGE>

                         ACKNOWLEDGMENTS

Corporate Tenant State of New York,               INDIVIDUAL TENANT
County of                          STATE OF NEW YORK,
                                   County of
  On this               day of                  , 19         ,             On
this                day of           , 19     ,
before me personally carne                   before me personally carne
to me known, who bring by me duly sworn, did
depose and may that he resides                    to me known and known to me to
                                   be the individual described in and
in                                 who, as TENANT, executed the
                                   foregoing instrument and acknowledged
that he is the                        of                    to me that
he
                                   executed the same.
the corporation described in and which executed        ..................
the foregoing instrument, as TENANT:  that he
knows the said corporation; that the seal affixed
to said instrument is such corporate seal; that
it was so affixed by order of the Board of
Directors of said corporation, and that he
signed his name thereto by like order.

 ...................

                    IMPORTANT - PLEASE READ

Rules and Regulations Attached to an Made a Part of This Lease in Accordance
with Article 36.

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

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

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

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

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

6.   No Tenant shall mark, drill into, or in any way deface any part of the
demised premises or the building  of which they form a part.  No boring, cutting
or stringing of wires shall be permitted, except with the prior written consent
of Owner, and as Owner may direct.  No Tenants shall lay linoleum, or other
similar floor covering, so that the same shall come in direct contact with the
floor of the demised premises, and, if linoleum or other similar floor covering
is desired to be used an interlining of builder's deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, the use of
cement or other similar adhesive material being expressly prohibited.

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

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

9.   No Tenant shall obtain for use upon the demised premised ice, drinking
water, towel and other similar services, or accept barbering or bootlblacking
services in the demised premises, except from persons authorized by Owner, and
at hours and under regulations fixed by Owner.  Canvassing, soliciting and
peddling in the building is prohibited and each Tenant shall cooperate to
prevent the same.

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

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

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

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

Address

Premises


                         TO


                    STANDARD FORM OF
                                 LOFT LEASE

          The Real Estate Board of New York, Inc.
              cCopyright 1982.  All rights Reserved.
          Reproduction in whole or in part prohibited.


Dated                    19

Rent per Year

Rent per Month


Term
From
To

Drawn by ____________________Checked by______________
Entered by____________________ Approved by ____________



                         Williams REAL ESTATE CO. INC.,
                         530 Fifth Avenue, New York, NY  10036
                         (212) 704-3500


<PAGE>

                              Second Rider of Lease
                         between 443 Company, as Owner,
                      and On Site Sourcing, Inc., as Tenant
                           (keyed to marginal numbers)

1.   Delaware

IA.  See Article 74

IB.   after reasonable notice thereof to Tenant

2.   All entries made by Owner pursuant to this article shall be after
reasonable prior notice (except in emergency) and conducted to the extent
practicable (but without the necessity of the incurring overtime wages or other
additional costs) in such manner so s to minimize interference with Tenant's use
of the demised premises.

3.   Anything contained herein to the contrary notwithstanding, Tenant shall not
be responsible for any violations of record covering the demised premises pre-
existing the Possession Date of this lease.

4.   ten (10)

5.   Supplementing the provisions of Article 29, Tenant may elect to install, at
its sole cost and expense, a water meter to measure Tenant's water consumption
provided that Tenant (  i  ) is not then in default under the terms of the lease
and; (  ii) complies with all appropriate provisions o articles 3 and 44
including without limitation, the submission of plans and specification to
Landlord for Landlord's approval.  Upon the completion of the installation of
such water meter, to the reasonable satisfaction of Landlord, Tenant shall not
be obligated thereafter to pay the $40.00 per month additional rent charge as
set forth under article 29.

6.   for thirty (30 ) days
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7.   thirty  (30)

7A.  Supplementing the terms of this article it is contemplated by the parties
that Tenant's electrical consumption shall e measured by means of one (1) direct
meter.

8.   The transfer of outstanding stock of Tenant for purposes of this article
shall not include the sale of such stock where such sale is effected through an
"over the counter market" or through any recognized stock exchange, or on a
basis exempt from applicable securities registration requirement.

9.   2.0

10.  Supplementing the provisions of Article 57 Tenant's obligation to pay the
cost of any alteration or improvement required thereunder shall not exceed (  i
in aggregate $12,500.00 during the term of this lease; and ( ii ) $2,500.00 in
any "Lease Year".

      For purposes of this lease "Lease Year" shall be deemed to mean
successive twelve (12) calendar
       month periods commencing on November 1, 1996, and each Lease  Year
thereafter shall begin on the
       anniversary of November 1, 1996.

11.  Supplementing the provisions of Article 67 Tenant's obligation to pay the
cost of any Guard related service required thereunder shall not exceed $3,000.00
per "Lease Year".

11A.  Upon substantial completion of Landlord's work as set forth on Exhibit A.

11AA.  Or ninety days after the Possession Date, the later of which occurs.

11B.  $122,250.00

11C.  $125,350.00

11D.  $129,058.00

11E.  $132,878.00

11F.  $136,811.00

11G.  $140,863.00

11H.  $145,036.00

11J.  $153,763.00

11K.  $158,323.00

11L.  February 1, 1999

12.  each such

12A.  , reasonable wear and tear excepted.

12B.  which shall not be unreasonably withheld or del

12C.  both parties

12D.  32

12E.  $40,320.00

12F.  November 30, 2006

12G.  two (2) coats

12H.  by Tenant and approved

13.  construct six (6)

13AA.  The dimensions and as

13A.  new

14.  twenty (20) (unless Landlord's air conditioning consultant indicates
  otherwise in which event an air conditioning unit in the tonnage determined by
  said consultant shall be furnished by Landlord)

14A.  In addition, Landlord agrees to assign to Tenant the five (5) year
manufacturer's warranty covering said air conditioning unit to the extent same
is assignable.

15.  400

16.  8.  Furnish and install sixteen (16) building standard 220 volt receptacles
and twenty one (21) building standard 110 volt receptacles in locations designed
by Tenant and approved by Landlord.

9. Deliver  in working order the building wide plumbing electric, heating and
ventilating system  servicing the demised premises.

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                                   WILLIAMS
Exhibit "A" (Workletter) annexed to and forming part of Lease dated _____1996
between 443 Company as Landlord and ON SITE SOURCING, INC.   an Tenant for   9th
Floor    in the building know as 443 Park Avenue South, New York, New York.

Provided the Tenant is not in default hereunder.  Landlord agrees, at its own
cost and expense, to do the following work within the demised premises in
building standard manner.

1.   Patch where necessary and paint the existing painted surfaces of the entire
  premises with one finish coat in Tenant's choice of one of Landlord's building
  standard latex color paints.
2.   Patch where necessary, scrape and sand existing hardwood flooring and apply
two (2) coats polyurethane floor finish and one (1) coat of sealer.
3.   Supply and install a maximum of thirty (30) building standard 2' x 4'
fluorescent light fixtures in locations as designated by Tenant and approved by
Landlord.
4.   Perform the construction necessary to construct six (6)  building standard
office spaces in the dimensions and as locations designated by Tenant and
approved by Landlord.
5.   Supply and install one (1) building standard lock-out panel to disable the
freight elevator.
6.   Furnish and install one (1) new building standard  twenty (20) (unless
Landlord's air conditioning consultant indicates otherwise in which event an air
conditioning unit in the tonnage determined by said consultant shall be
furnished by Landlord.
7.   Provide 400 amps 3 phase electric current to a designated point of the
demised premises as selected by Landlord.
8.   Furnish and install sixteen (16) building standard 220 volt receptacles and
twenty one (21) building standard 110 volt receptacles in locations designated
by Tenant and approved by Landlord.
9.   Deliver in working order the building wide plumbing, electrical heating and
ventilating systems servicing the demised premises.

Any request by Tenant for Landlord to make any changes in or to the work set
forth above must be made in writing to Landlord who may consent to or reject
such requests.  To the extend such changes result in additional costs or delay
the completion of Landlord's work, Tenant shall be responsible for such
additional costs and delay.

In addition, Tenant shall be liable for any delays resulting from Tenant's
request regarding the scheduling of Landlord's work or from any other action of
Tenant which otherwise impacts landlord's ability to perform such work.

Except as provided in this Workletter, Landlord shall be under no obligation to
make any other improvements or alterations in the demised premises and Tenant
agrees to accept the demised premises "as is" in its present condition.  Any
work conditioned upon Tenant's request is deemed waived unless requested in
writing more than six (6) months prior to expiration of the within term.
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Tenant shall, if required hereunder, make elections and deliver any plans and
specifications to Landlord for Landlord's approval on or before
_____________________ 19 ____.  They shall incorporate all information which may
be needed by Landlord to let the contracts for the performance of the work, and
shall be fully dimensioned working drawings.  Progress of the work shall not
affect the payment of rent.


Landlord ____________________________   Tenant________________________________