EX-10.6.1

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                          STANDARD FORM OF LOFT LEASE
                    The Real Estate Board of New York, Inc.
                     @Copyright 1982. All Rights Reserved.
                  Reproduction in whole or in part prohibited.
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AGREEMENT OF LEASE, made as of this 9th day of July 1999, between MACK-CALI
REALTY, L.P., a Delaware limited liability company, having an address at 100
Clearbrook Road, Elmsford, New York 10523

party of the first part, hereinafter referred to as OWNER, and

CREATIVE VISUAL ENTERPRISES, LTD., a Delaware corporation, having an address at
56 Lafayette Avenue, North White Plains, New York 10603

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

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
area of the upper level floor shown on the floor plan annexed  hereto as Exhibit
C (the  "demised  premises")  containing  approximately  17,850 square feet (the
"Rentable  Area") -- The parties agree that for the purposes of this lease,  the
demised premises shall be deemed to be approximately 17,850 square feet.

in the building known as 12 Skyline Drive (the "Building")
Hawthorne, New York, for the term of ten (10) years and three (3) months

(or until such term shall sooner cease and expire as hereinafter provided) to
commence on the

as set forth in Article 42
both dates inclusive, at an annual rental rate of (the "Fixed Annual Rent")
$267,750.00 per annum for the first two rent years; $321,300.00 per annum for
the next four rent years; $357,000.00 per annum for the balance of the term.

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 hereunder and
the same shall be payable to Owner as additional rent.

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

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

              2.  Tenant  shall use and  occupy  demised  premises  for  general
                  office,  new media  productions, audio  productions  and video
                  production  provided  such  use  is  in  accordance  with  the
                  Certificate of Occupancy for the building,  if any, and for no
                  other purposes.

Alterations:   3. Tenant shall make no changes in or to the demised  premises of
               any nature without Owner's prior written consent.  Subject to the
               prior  written  consent of Owner,  and to the  provisions of this
article,  Tenant  at  Tenant's  expense,  may make  alterations,  installations,
additions  or  improvements  which are  non-structural  and which do not  affect
utility services or plumbing and electrical  lines, in or to the interior of the
demised premises using contractors or mechanics first approved by Owner.  Tenant
shall, at its expense,  before making any alterations,  additions, installations
or improvements  obtain all permits,  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  reasonably  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
(30) days after Tenant receives notice of the filing of said lien thereafter, at
Tenant's expense, by  filing the bond required by law or otherwise. All fixtures
and all paneling, partitions, railings and like installations,  installed in the
premises at any time,  either by Tenant or by Owner on Tenant's  behalf,  shall,
upon  installation,  become the  property of Owner and shall  remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than  twenty  days prior to the date  fixed as the  termination  of this  lease,
elects to  relinquish  Owner's right thereto and to have them removed by Tenant,
in which  event the same shall be removed  from the  demised  premises by Tenant
prior to the expiration of the lease, at Tenant's expense provided  that  Tenant
requested  Owner to advise  Tenant if removal  might be  required,  and Owner so
advised Tenant at the time approval of the installation was granted.  Nothing in
this Article  shall be  construed to give Owner title to or to prevent  Tenant's
removal of trade  fixtures,  moveable office  furniture and equipment,  but upon
removal of any such from the premises or upon removal of other  installations as
may be required by Owner,  Tenant shall  immediately and at its expense,  repair
and restore the premises to the condition  existing  prior to  installation  and
repair any damage to the demised  premises or the building due to such  removal.
All property  permitted  or required to be removed,  by Tenant at the end of the
term remaining in the premises after Tenant's  removal shall be deemed abandoned
and may,  at the  election of Owner,  either be retained as Owner's  property or
removed from the premises by Owner, at Tenant's expenses. (See Article 56)

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  and the windows and window  frames and, the
fixtures  and  appurtenances  therein  and at  Tenant's  sole  cost and  expense
promptly  make all repairs  thereto and to the building,  whether  structural or
non-structural  in  nature,  caused  by  or  resulting  from  the  carelessness,
omission,  neglect or improper conduct of Tenant, Tenant's servants,  employees,
invitees,  or licensees,  and whether or not arising from such Tenant conduct or
omission,  when required by other provisions of this lease, including Article 6.
Tenant  shall also repair all damage to the  building  and the demised  premises
caused by the moving of  Tenant's  fixtures,  furniture  or  equipment.  All the
aforesaid  repairs  shall be of quality or class equal to the  original  work or
construction.  If Tenant  fails,  after ten days  notice,  to  proceed  with due
diligence to make repairs required to be made by Tenant, the same may be made by
the Owner at the expense of Tenant,  and the expenses  thereof incurred by Owner
shall be collectible, as additional rent, after rendition of a bill or statement
therefor.  If the demised  premises be or become  infested  with vermin,  Tenant
shall,  at its  expense,  cause the same to be  exterminated.  Tenant shall give
Owner prompt notice of any defective  condition in any plumbing,  heating system
or electrical  lines located in the demised  premises and following such notice,
Owner  shall  remedy the  condition  with due  diligence,  but at the expense of
Tenant. If repairs are necessitated by damage or injury  attributable to Tenant,
Tenant's servants, agents, employees, invitees or licensees as aforesaid. Except
as specifically provided in Article 9 or elsewhere in this lease, there shall be
no allowance to the Tenant for 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. (See Article 56)

Window         5. Tenant will not clean nor require, permit, suffer or allow any
Cleaning       window  in the  demised premises  to be cleaned  from the outside
               in violation  of Section  202 of the New York  State Labor Law or
any other applicable law, or of any other body having or asserting jurisdiction.

Requirements   6. Prior to the commencement of the lease term, if Tenant is then
of Law, Fire   in  possession,  and at all times  thereafter,  Tenant shall,  at
Insurance,     Tenant's sole cost and expense,  promptly comply with all present
Floor Loads:   and future laws,  orders and  regulations of all state,  federal,
               municipal and local  governments,  departments,  commissions  and
boards and any direction of any public officer  pursuant to law, and all orders,
rules  and  regulations  of the New  York  Board  of Fire  Underwriters,  or the
Insurance Services Office, or any similar body which shall impose any violation,
order or duty upon Owner or Tenant with respect to the demised premises, whether
or not arising out of Tenant's use or manner of use thereof, or, with respect to
the  building,  if arising out of  Tenant's  use or manner of use of the demised
premises or the building (including the use permitted under the


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lease).  Except as provided in Article 29 hereof,  nothing  herein shall require
Tenant to make  structural  repairs or  alterations  unless  Tenant  has, by its
manner of use of the demised premises or method of operation  therein,  violated
any such laws,  ordinances,  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 or the Building or any property  adjacent thereto  which
is  contrary  to law, or which will  invalidate  or be in  conflict  with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner.  Tenant shall not keep anything in the demised premises except
as  now  or  hereafter   permitted  by  the  Fire  Department,   Board  of  Fire
Underwriters,  Fire Insurance  Rating  Organization  and other authority  having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire  insurance  applicable to the  building,  nor use the
premises in a manner which will increase the insurance  rate for the building or
any property located therein over that in effect as if Tenant were not occupying
the  Building.  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  issued by a
body making fire insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rates then applicable to said premises.  Tenant shall not place a
load upon any floor of the demised premises  exceeding the floor load per square
foot area which it was  designed  to carry and which is  allowed  by law.  Owner
reserves the right to prescribe  the weight and position of all safes,  business
machines  and  mechanical  equipment.  Such  installations  shall be placed  and
maintained by Tenant, at Tenant's expense,  in settings  sufficient,  in Owner's
judgment, to absorb and prevent vibration, noise and annoyance. (See Article 59)

Subordina-     7.  This  lease is  subject  and  subordinate  to all  ground  or
tion:          underlying leases and to all mortgages which may now or hereafter
               affect such leases or the real property of which demised premises
are a part and to all renewals, modifications,  consolidations, replacements and
extensions of any such  underlying  leases and  mortgages.  This clause shall be
self-operative and no further  instrument 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. (See Article 59)

Property--     8.  Owner or its  agents  shall not be liable  for any  damage to
Loss, Damage,  property of Tenant or of others  entrusted  to  employees  of the
Reimbursement, building,  nor for loss of or damage to any property of Tenant by
Indemnity:     theft or  otherwise,  nor for any  injury or damage to persons or
               property  resulting from any cause of whatsoever  nature,  unless
caused by or due to the negligence of Owner, its agents,  servants or employees;
Owner or its agents shall not be liable for any damage  caused by other  tenants
or persons in, upon or about said building or caused by operations in connection
of any private,  public or quasi public work.  If at any time any windows of the
demised premises are temporarily closed,  darkened or bricked up (or permanently
closed,  darkened or bricked  up, if required by law) for any reason  whatsoever
including,  but not limited to Owner's  own acts.  Owner shall not be liable for
any damage  Tenant may sustain  thereby and Tenant  shall not be entitled to any
compensation  therefor nor  abatement or  diminution  of rent nor shall the same
release Tenant from its obligations hereunder not constitute an eviction. Tenant
shall  indemnify  and save  harmless  Owner  against  and from all  liabilities,
obligations,  damages,  penalties,  claims,  costs and  expenses for which Owner
shall not be reimbursed  by insurance,  including  reasonable  attorney's  fees,
paid, suffered or incurred as a result of any breach by Tenant, Tenant's agents,
contractors,  employees, invitees, or licensees, of any covenant or condition of
this lease, or the  carelessness,  negligence or improper conduct of the Tenant,
Tenant's  agents,  contractors,   employees,  invitees  or  licensees.  Tenant's
liability  under this lease extends to the acts and omissions of any sub-tenant,
and any agent, contractor,  employee,  invitee or licensee of any sub-tenant. In
case any action or  proceeding  is brought  against  Owner by reason of any such
claim, Tenant, upon written notice from owner, will, at Tenant's expense, resist
or defend such  action of  proceeding  by counsel  approved by Owner in writing,
such approval not to be unreasonably withheld.

Destruction,   9.  (a) If the  demised  premises  or any part  thereof  shall be
Fire and       damaged by fire or other  casualty,  Tenant shall give  immediate
Other          notice  thereof to Owner and this lease  shall  continue  in full
Casualty:      force and effect  except as  hereinafter  set  forth.  (b) If the
               demised  premises  are  partially  damaged or rendered  partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of Owner and the rent,  until such repair shall be  substantially
completed, shall be apportioned from the day following the casualty according to
the part of the  premises  which is  usable.  (c) If the  demised  premises  are
totally damaged or rendered wholly unusable by fire or other casualty,  then the
rent  shall  be  proportionately  paid  up to  the  time  of  the  casualty  and
thenceforth  shall  cease  until  the date  when the  premises  shall  have been
repaired and restored by Owner, subject to Owner's right to elect not to restore
the same as  hereinafter  provided.  (d) If the demised  premises  are  rendered
wholly unusable or (whether or not the demised  premises are damaged in whole or
in part) if the building shall be so damaged that Owner shall decide to demolish
it or to rebuild it, then,  in any of such events,  Owner may elect to terminate
this lease by written notice to Tenant,  given within 90 days after such fire or
casualty,  specifying a date for the  expiration of the lease,  which date shall
not be more than 60 days  after the  giving  of such  notice,  and upon the date
specified  in such  notice  the term of this  lease  shall  expire  as fully and
completely as if such date were the date set forth above for the  termination of
this lease and Tenant shall  forthwith  quit,  surrender and vacate the premises
without prejudice  however,  to Owner's rights and remedies against Tenant under
the lease  provisions  in effect prior to such  termination,  and any rent owing
shall be paid up to such date and any payments of rent made by Tenant which were
on account of any period  subsequent  to such date shall be  returned to Tenant,
unless  Owner shall serve a  termination  notice as provided  for herein,  Owner
shall make the  repairs and  restorations  under the  conditions  of (b) and (c)
hereof, with all reasonable  expedition,  subject to delays due to adjustment of
insurance  claims,  labor troubles and causes beyond Owner's control.  After any
such casualty,  Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as  reasonably  possible,  all of Tenant's  salvageable
inventory  and  movable  equipment,  furniture,  and  other  property.  Tenant's
liability  for rent shall resume ten (10) days after  written  notice from Owner
that  the  premises  are  substantially  ready  for  Tenant's  occupancy  and  a
certificate  of occupancy or other  permission  to occupy (if required) has been
issued.  (e) Nothing  contained  hereinabove shall relieve Tenant from liability
that  may  exist  as  a  result  of   damage   from  fire  or  other   casualty.
Notwithstanding  the foregoing,  each party shall look first to any insurance in
its favor before  making any claim against the other party for recovery for loss
or damage  resulting  from fire or other  casualty,  and to the extent that such
insurance is in force and collectible and to the extent  permitted by law, Owner
and Tenant each  hereby  releases  and waives all right of recovery  against the
other or any one claiming through or under each of them by way of subrogation or
otherwise.  The  foregoing  release  and  waiver  shall be in force only if both
releasors'  insurance policies contain a clause providing that such a release or
waiver shall not  invalidate  the  insurance.  If, and to the extent,  that such
waiver can be obtained  only by the  payment of  additional  premiums,  then the
party  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 appurtenances  removable by Tenant and
agrees that Owner will not be obligated to repair any damage  thereto or replace
the same.  (f) Tenant  hereby  waives the  provisions of Section 227 of the Real
Property Law and agrees that the  provisions  of this  article  shall govern and
control in lieu thereof. Article 9 is amended by adding the following:

"Notwithstanding the provisions of Article 9, if the demised premises or a major
part  thereof  shall be  totally,  or  substantially,  damaged or  destroyed  or
rendered completely, or substantially, untenantable on account of fire, casualty
or other cause  (other than fire,  casualty or other cause  relating to Tenant's
act or failure to act where it had a duty to act), the rent and additional  rent
shall  completely  abate as of the date of the damage or  destruction  and until
Owner shall repair,  restore,  replace and rebuild the demised premises (subject
to Owner's  right to elect not to restore  the same);  provided,  however,  that
should  Tenant  reoccupy a portion of the  demised  premises  for the purpose of
conducting its normal business during the period the restoration  work is taking
place and prior to the date that the same is made  completely  tenantable,  rent
and additional  rent shall be apportioned and payable by Tenant in proportion to
the part of the demised premises  occupied by it.  Nevertheless,  in case of any
substantial  damage or destruction to the demised premises,  Tenant, as its sole
remedy,  may cancel this lease by written notice to Owner, if (i) within 30 days
from the date of the damage or  destruction,  Owner does not deliver to Tenant a
written  certification  to the effect that the  restoration  can  reasonably  be
completed  within six months from the date of the casualty;  (ii) within 90 days
of the date of damage or  destruction  Owner does not let a contract which shall
provide for the complete  restoration of the demised premises within a period of
six (6) months from the date of the damage or destruction; (iii) work under such
contract  or  contracts  has not  commenced  within 120 days of the date of said
damage  or  destruction;  or (iv) said work is not  prosecuted  with  reasonable
diligence  to its  completion  within  six (6)  months  of the date of damage or
destruction;  provided  that  Tenant  shall not be entitled to cancel this lease
pursuant to this sentence  more than 30 days in each instance  after Owner shall
have given written notice to Tenant that the state of facts specified in clauses
(i),  (ii) or (iii) of this  sentence,  as the case may be,  has  occurred.  The
period for the completion of the required  repairs and restoration work shall be
extended  by the  number  of days  lost in the  event  such  loss  results  from
unavoidable delays.."*

Eminent        10. If the  whole or any part of the  demised  premises  shall be
Domain:        acquired or condemned  by Eminent  Domain for any public or quasi
               public use or purpose,  then and in that event,  the term of this
lease  shall  cease  and  terminate  from  the  date of  title  vesting  in such
proceeding and Tenant shall have no claim for the value of any unexpired term of
said lease.

Assignment,    11.  Tenant,  for  itself,  its heirs,  distributees,  executors,
Mortgage,      administrators,  legal  representatives,  successors and assigns,
Etc.:          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 be  underlet  or  occupied by
anybody other than Tenant, Owner may, after default by Tenant, collect rent from
the assignee,  under-tenant or occupant,  and apply the net amount  collected to
the rent herein  reserved,  but no such assignment,  underletting,  occupancy or
collection  shall be deemed a waiver of this covenant,  or the acceptance of the
assignee,  under-tenant  or occupant as tenant,  or a release of Tenant from the
further  performance  by  Tenant  of  covenants  on the  part of  Tenant  herein
contained.  The consent by Owner to an assignment or underletting  shall  not in
any wise be construed to relieve  Tenant from  obtaining the express  consent in
writing of Owner to any further assignment or underletting.

Electric       12.  Rates and  conditions  in  respect  to  submetering  or rent
Current:       inclusion,  as the  case may be,  to be  added in RIDER  attached
               hereto.  Tenant covenants and agrees that at all times its use of
electric  current  shall not  exceed the  capacity  of  existing  leeders to the
building  or the  risers  or  wiring  installation  and  Tenant  may not use any
electrical  equipment  which, in Owner's  opinion,  reasonably  exercised,  will
overload such  installations  or interfere with the use thereof by other tenants
of the  building.  The change at any time of the  character of electric  service
shall in no wise make  Owner  liable or  responsible  to  Tenant,  for any loss,
damages or expenses which Tenant may sustain. (See Article 48)

Access to      13.  Owner or Owner's  agents shall have the right (but shall not
Premises:      be obligated)  to enter the demised  premises in any emergency at
               any time, and, at other reasonable times, to examine the same and
to make such repairs,  replacements and improvements as Owner may deem necessary
and reasonably desirable to any portion of the building or which Owner may elect
to perform in the premises after Tenant's failure to make repairs or perform any
work which Tenant is obligated to perform  under this lease,  or for the purpose
of  complying  with  laws,  regulations  and other  directions  of  governmental
authorities  Owner shall use reasonable  efforts to minimize  interference  with
Tenant's  business,  to safeguard  Tenant's property and to complete its work as
expeditiously  as reasonably  practicable.  Tenant shall permit Owner to use and
maintain  and  replace  pipes,  ducts and  conduits  in and  through the demised
premises and to erect new pipes,  ducts and conduits therein provided,  wherever
possible,  whether  they are within  walls or  otherwise  concealed.  Owner may,
during the  progress of any work in the  demised  premises,  take all  necessary
materials and  equipment  into said premises  without the same  constituting  an
eviction  nor shall the Tenant be entitled to any  abatement  of rent while such
work is in  progress  nor to any  damages by reason of loss or  interruption  of
business or otherwise.  Throughout the term hereof Owner shall have the right to
enter the demised  premises at  reasonable  hours for the purpose of showing the
same to  prospective  purchasers or  mortgagees of the building,  and during the
last six months of the term for the purpose of showing  the same to  prospective
tenants and may,  during said six months  period,  place upon the  premises  the
usual  notices  "To Let" and "For Sale" which  notices  Tenant  shall  permit to
remain thereon without molestation.  If Tenant is not present to open and permit
an entry into the premises,  Owner or Owner's agents may enter the same whenever
such  entry may be  necessary  or  permissible  by master  key or  forcibly  and
provided reasonable care is exercised to safeguard Tenant's property, such entry
shall not render Owner or its agents liable therefor, nor in any event shall the
obligations  of Tenant  hereunder be  affected.  If during the last month of the
term Tenant shall have  removed all or  substantially  all of Tenant's  property
therefrom,  Owner may  immediately  enter,  alter,  renovate or  redecorate  the
demised premises without limitation or abatement of rent, or incurring liability
to Tenant for any  compensation  and such act shall have no effect on this lease
or Tenant's obligations hereunder.

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Vault,         14. No Vaults,  vault space or area,  whether or not  enclosed or
Vault Space,   covered,  not within the property  line of the building is leased
Area:          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. Owner represents that the parking area and
all areas  that  Tenant  has a right to use  hereunder  are owned by Owner.  All
vaults and vault  space and all such areas not within the  property  line of the
building,  which  Tenant may be permitted  to use and/or  occupy,  is to be used
and/or occupied under a revocable  license,  and if any such license be revoked,
or if the amount of such space or area be diminished or required by any federal,
state or municipal  authority or public  utility,  Owner shall not be subject to
any liability nor shall Tenant be entitled to any  compensation or diminution or
abatement of rent,  nor shall such  revocation,  diminution  or  requisition  be
deemed  constructive  or actual  eviction.  Any tax,  fee or charge of municipal
authorities  for such vault or area shall be paid by Tenant,  if used by Tenant,
whether or not specifically leased hereunder.

Occupancy:     15.  Tenant  will  not at any  time  use or  occupy  the  demised
               premises in violation of the certificate of occupancy  issued for
the building of which the demised premises are a part.  Tenant has inspected the
premises  and  accepts  them as is,  subject to the riders  annexed  hereto with
respect to Owner's work, if any. In any event,  Owner makes no representation as
to the condition of the premises and Tenant agrees to accept the same subject to
violations,  whether or not of  record.  If any  governmental  license or permit
shall be required for the proper and lawful conduct of Tenant's business, Tenant
shall be responsible for and shall procure and maintain such license or permit.

Bankruptcy:    16.  (a)  Anything  elsewhere  in  this  lease  to  the  contrary
               notwithstanding,  this lease may be cancelled by Owner by sending
of a written  notice to Tenant  within a reasonable  time after the happening of
any one or more  of the  following  events:  (1) the  commencement  of a case in
bankruptcy or under the laws of any state naming  Tenant as the debtor  provided
such case is not  dismissed  within 90 days  after it is  commenced;  or (2) the
making by Tenant of an  assignment or any other  arrangement  for the benefit of
creditors  under any state  statute.  Neither  Tenant  nor any  person  claiming
through or under  Tenant,  or by reason of any statute or order of court,  shall
thereafter be entitled to possession of the premises demised but shall forthwith
quit and surrender  the premises.  If this lease shall be assigned in accordance
with its terms,  the  provisions of this Article 16 shall be applicable  only to
the party then owning Tenant's  interest in this lease.

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

Default:       17.  (1) If Tenant defaults in fulfilling any of the covenants of
               this  lease or any other  lease  between  Tenant and Owner or any
other  entity in which  Owner or  partner  of Owner is lessor  or  principal  or
shareholder  of lessor  including  than the covenants for the payment of rent or
additional  rent; or if the demised  premises  becomes  vacant or deserted or if
Tenant shall fail more than 3 times  during any 12 month period  during the term
of this lease to make timely payments of rent or if this lease be rejected under
S 235 of Title 11 of the U.S.  Code  (bankruptcy  code);  or if any execution or
attachment shall be issued against Tenant or any of Tenant's property  whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if Tenant shall make default with respect to any other lease  between  Owner and
Tenant;  or if Tenant shall have failed,  after five (5) days written notice, to
redeposit with Owner any portion of the security deposited hereunder which Owner
has  applied to the  payment  of any rent and  additional  rent due and  payable
hereunder  or failed  to move into or take  possession  of the  premises  within
fifteen  (15) days after the  commencement  of the term of this lease,  of which
fact Owner shall be the sole judge; then in any one or more of such events, upon
Owner serving a written ten (10) days 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 within said ten (10) day period,  and if Tenant shall not have
diligently  commenced  curing such default within such ten (10) day period,  and
shall not thereafter  with  reasonable  diligence and in good faith,  proceed to
remedy or cure such default except no more than two such default  notices in any
12 month period shall be required for default in payment of rent, then Owner may
serve a written  three  (3) days'  notice of  cancellation  of this  lease  upon
Tenant,  and upon the  expiration of said three (3) days this lease and the term
thereunder  shall end and expire as fully and completely as if the expiration of
such three (3) day period were the day herein  definitely  fixed for the end and
expiration  of this lease and the term  thereof  and Tenant  shall then quit and
surrender  the  demised  premises  to Owner but Tenant  shall  remain  liable as
hereinafter provided.

                    (2)  If the notice  provided,  for in (1) hereof  shall have
been given,  and the term shall  expire as  aforesaid:  or if Tenant  shall make
default in the  payment of the rent  reserved  herein or any item 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,
re-enter  the demised  premises  either by force or  otherwise,  and  dispossess
Tenant by summary  proceedings  or otherwise,  and the legal  representative  of
Tenant or other  occupant of demised  premises and remove their effects and hold
the premises as if this lease had not been made,  and Tenant  hereby  waives the
service of notice of intention to re-enter or to institute legal  proceedings to
that end. If Tenant shall 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  agreement by written  notice.

Remedies of    18.  In case of any such  default,  re-entry,  expiration  and/or
Owner and      dispossess by summary proceedings or otherwise, (a) the rent, and
Waiver of      additional rent, shall become due thereupon and be paid up to the
Redemption:    time of such re-entry, dispossess and/or expiration,(b) Owner may
               re-let 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  convenants  herein
contained,  any deficiency between the rent hereby reserved and or covenanted to
be paid and the net  amount,  if any, of the rents  collected  on account of the
subsequent  lease or leases of the demised premises for each month of the period
which would  otherwise have  constituted  the balance of the term of this lease.
The failure of Owner to re-let the premises or any part or parts  thereof  shall
not  release  or affect  Tenant's  liability  for  damages.  In  computing  such
liquidated  damages there shall be added to the said deficiency such expenses as
Owner  may  incur  in  connection  with  re-letting,  such  as  legal  expenses,
attorney's fees, brokerage,  advertising and for keeping the demised premises in
good order or for preparing the same for re-letting. Any such liquidated damages
shall be paid in monthly  installments  by Tenant on the rent day  specified  in
this lease and any suit brought to collect the amount of the  deficiency for any
month  shall  not  prejudice  in any way the  rights  of  Owner to  collect  the
deficiency for any subsequent month by a similar  proceeding.  Owner, in putting
the demised  premises in good order or preparing the same for re-rental  may, at
Owner's option, make such alterations, repairs, replacements, and/or decorations
in the demised premises as Owner, in Owner's sole judgment,  considers advisable
and necessary for the purpose of re-letting the demised premises, and the making
of such alterations, repairs, replacements, and/or decorations shall not operate
or be construed to release Tenant from liability  hereunder as aforesaid.  Owner
shall in no event be liable in any way  whatsoever  for  failure  to re-let  the
demised  premises,  or in the event that the demised  premises  are re-let,  for
failure to collect the rent thereof under such re-letting, and in no event shall
Tenant be entitled to receive  any excess,  if any, of such net rents  collected
over the sums payable by Tenant to Owner hereunder.  In the event of a breach or
threatened breach by Tenant of any of the covenants or provisions hereof,  Owner
shall have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this lease of any particular  remedy,  shall not
preclude  Owner  from any  other  remedy,  in law or in  equity.  Tenant  hereby
expressly  waives  any and all  rights  of  redemption  granted  by or under any
present or future laws.

Fees and       19. If Tenant shall default in the  observance or  performance of
Expenses:      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 reasonable  expenditures  or incurs any obligations for the payment of
money,  including but not limited to reasonable attorney's fees, in instituting,
prosecuting or defending any action or  proceedings,  then Tenant will reimburse
Owner for such sums 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. Tenant
has no obligation to reimburse  Owner for legal costs or attorney fees if Tenant
is the prevailing party in any action or proceeding.

Building       20.  Owner  shall  have the  right at any time  without  the same
Alterations    constituting  an eviction  and  without  incurring  liability  to
and            Tenant  therefor  to change the  arrangement  and or  location of
Management:    public  entrances,   passageways,   doors,  doorways,  corridors,
               elevators,  stairs, toilets or other public parts of the building
provided  same does not  adversely  affect  access to or visibly of the  demised
premises and to change the name, number or designation by which the building may
be known.  Owner shall not name the  building  after any other  tenants (but the
foregoing  shall not prelude  other  tenants from  installing  exterior  signage
bearing  their  name/logo  etc.  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  controls  of the manner of access to the
building by Tenant's social or business visitors as the Owner may deem necessary
for the security of the building and its occupants.

No Repre-      21.   Neither   Owner   nor   Owner's   agents   have   made  any
sentations     representations   or  promises   with  respect  to  the  physical
by Owner:      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  provision  of this lease. Owner represents  to the best of its
knowledge  that there are no unlawful  quantities  of  asbestos,  PCB's or other
Hazardous  Materials in the demised premises.  Subject to performance of Owner's
obligations under this lease,  Tenant has inspected the building and the demised
premises and is thoroughly  acquainted  with their  condition and agrees to take
the same "as is" on the date  possession is tendered and  acknowledges  that the
taking of  possession  of the  demised  premises by Tenant  shall be  conclusive
evidence  that the said  premises and the building of which the same form a part
were in good and  satisfactory  condition  at the time  such  possession  was so
taken, except as to latent defects. All understanding 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

                                      -3-
<PAGE>


change,  modify,  discharge or effect an  abandonment of it in whole or in part,
unless such  executory  agreement is in writing and signed by the party  against
whom  enforcement  of the change,  modification,  discharge  or  abandonment  is
sought.

End of         22. Upon the expiration or other  termination of the term of this
Term:          lease,  Tenant  shall  quit and  surrender  to Owner the  demised
               premises, broom clean, in good order and condition, ordinary wear
and damages which Tenant is not required to repair as provided elsewhere in this
lease  excepted,  and Tenant shall  remove all of its property  from the demised
premises.  Tenant's obligation to observe or perform this covenant shall survive
the expiration or other termination of this lease.

Quiet          23.  Owner  covenants  and agrees  with  Tenant  that upon Tenant
Enjoyment:     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.

Failure        24. If Owner is unable to give possession of the demised premises
to Give        on the date of the  commencement of the term hereof,  because the
Possession:    holding-over   or   retention  of   possession   of  any  tenant,
               undertenant  or occupants or if the demised  premises are located
in a building being constructed, because such building has not been sufficiently
completed to make the premises ready for occupancy or because of the fact that a
certificate of occupancy has not been procured or if Owner 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 lease, except
as to the covenant to pay rent.  The  provisions of this article are intended to
constitute "an express  provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law.

No Waiver:     25. The failure of Owner to seek redress for  violation of, or to
               insist upon the strict  performance  of any covenant or condition
of this  lease or 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  not be deemed a waiver  of such  breach  and no
provision of this lease shall be deemed to have been waived by Owner unless such
waiver be in writing  signed by Owner.  No payment by Tenant or receipt by Owner
of a lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or  statement  of any check or any letter  accompanying  any check or payment as
rent be deemed an accord and  satisfaction,  and Owner may accept  such check or
payment  without  prejudice to Owner's right to recover the balance of such rent
or pursue any other remedy in this lease  provided. All checks tendered to Owner
as and for the rent of the demised  premises  shall be deemed  payments  for the
account of Tenant.  Acceptance  by Owner of rent from  anyone  other than Tenant
shall not be deemed to  operate as an  attornment  to Owner by the payor of such
rent or as a consent by Owner to an  assignment  or  subletting by Tenant of the
demised  premises to such payor,  or as a modification of the provisions of this
lease.  No act or thing done by Owner or Owner's  agents  during the term hereby
demised  shall be deemed an  acceptance  of a surrender of said  premises and no
agreement to accept such  surrender  shall be valid unless in writing  signed by
Owner.  No employee of Owner or Owner's agent shall have any power to accept the
keys of said premises prior to the  termination of the lease and the delivery of
keys to any such agent or  employee  shall not operate as a  termination  of the
lease or a surrender of the premises.

Waiver of      26. It is mutually  agreed by and  between  Owner and Tenant that
Trial          the  respective  parties  hereto  shall and they  hereby do waive
by Jury:       trial by jury in any action,  proceeding 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.

Inability      27. This Lease and the obligation of Tenant to pay rent hereunder
to Perform:    and perform all of the other  covenants and agreements  hereunder
               on part of Tenant to be  performed  shall in no wise be affected,
impaired or excused  because  Owner is unable to fulfill any of its  obligations
under this lease or to supply or is delayed in supplying  any service  expressly
or  impliedly  to be supplied or is unable to make,  or is delayed in making any
repair,  additions,  alterations  or  decorations  or is  unable to supply or is
delayed in supplying  any equipment or fixtures if Owner is prevented or delayed
from  doing so by reason of strike  or labor  troubles  or any cause  whatsoever
beyond Owner's sole control including, but not limited to, government preemption
in  connection  with a  National  Emergency  or by reason of any rule,  order or
regulation of any department or subdivision  thereof of any government agency or
by reason of the conditions of supply and demand which have been or are affected
by war or other emergency.

Bills and      28. (See Article 57)
Notices:

Water          29. If Tenant requires, uses or consumes water for any purpose in
Charges:       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 its  proportionate  share
hereafter is assessed, imposed or a lien upon the demised premises or the realty
of which they are part pursuant to law,  order or  regulation  made or issued in
connection  with the use,  consumption,  maintenance  or supply of water,  water
system  or  sewage or sewage  connection  or  system to the  extent  same is not
included in Taxes pursuant to Article 45 hereof.  If the building or the demised
premises or any part  thereof is  supplied  with water  through a meter  through
which water is also  supplied to other  premises  Tenant shall pay to Owner,  as
additional rent, on the first day of each month,  Owner's reasonable estimate of
Tenant's share of the total meter charges as Tenant's portion.  Independently of
and in addition to any of the remedies reserved to Owner herinabove 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.

Sprinklers:    30.   Anything   elsewhere   in  this   lease  to  the   contrary
               notwithstanding, if the New York  Board of  Fire  Underwriters or
the New York Fire  Insurance  Exchange or any bureau,  department or official of
the federal, state or city government recommend or require the installation of a
sprinkler system or that any changes, modifications,  alterations, or additional
sprinkler heads or other equipment be made or supplied in an existing  sprinkler
system by reason of Tenant's  business,  or the  location of  partitions,  trade
fixtures, or other contents of the demised premises, or for any other reason, or
if  any  such  sprinkler  system  installations,   modifications,   alterations,
additional sprinkler heads or other such equipment,  become necessary to prevent
the imposition of a penalty or charge against the full allowance for a sprinkler
system  in the  fire  insurance  rate set by any  said  Exchange  or by any fire
insurance  company,  Tenant  shall,  at  Tenant's  expense,  promptly  make such
sprinkler system installations, changes, modifications,  alterations, and supply
additional  sprinkler  heads or other  equipment  as  required  whether the work
involved be structural or non-structural in nature. Tenant shall pay to Owner as
additional rent 37.82% for sprinkler  supervisory service. The initial sprinkler
system  installed  by Owner in the  demised  premises  shall be in good  working
condition  and  adequate  to service  the  demised  premises  as a separate  and
distinct space(s) and alarm service.

Elevators,     31.  As  long  as  Tenant  is not  in  default  under  any of the
Heat,          covenants of this lease Owner  shall:  clean the public halls and
Cleaning:      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.  Owner  reserves  the right to stop  service of the  heating,
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. Owner shall
use reasonable efforts to minimize  interference with Tenant's use and occupancy
of the demised premises. Owner shall furnish water for sanitary purposes without
charge.

                                      -4-
<PAGE>


Security:      32.  Tenant has deposited  with Owner $200,000.00 as security for
(1)            the faithful  performance  and observance by Tenant of the terms,
               provisions and conditions of this lease; it is agreed that in the
event Tenant defaults in respect of any of the terms,  provisions and conditions
of this lease, including, but not limited to, the payment of rent and additional
rent,  Owner may use,  supply or retain the whole or any part of the security so
deposited to the extent required for the payment of any rent and additional rent
or any other sum as to which tenant is in default or for any sum which Owner may
expend or may be required to expend by reason of Tenant's  default in respect of
any of the terms,  covenants  and  conditions  of this lease,  including but not
limited to, any damages or deficiency in the re-letting of the premises, whether
such damages or deficiency accrued before or after summary  proceedings or other
re-entry by Owner.  In the event that Tenant shall fully and  faithfully  comply
with all of the terms,  provisions,  covenants and conditions of this lease, the
security  shall be  returned  to Tenant  after the date  fixed as the end of the
Lease and after delivery of entire  possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the  building,  of
which the demised  premises form a part,  Owner shall have the right to transfer
the  security to the vendee or lessee and Owner shall  thereupon  be released by
Tenant from all liability for the return of said security;  and Tenant agrees to
look to the new Owner solely for the return of said  security;  and it is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new Owner. Tenant further 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
any such assignment, encumbrance, attempted assignment or attempted encumbrance.
See Article 59(e)

Captions:      33. The Captions are inserted only as a matter of convenience and
               for reference  and in no way define,  limit or describe the scope
of this lease nor the intent of any provision thereof.

Definitions:   34. The term  "Owner" as used in this lease  means only the owner
               of the fee or of the leasehold of the  building, or the mortgagee
in  possession,  for the time being of the land and  building (or the owner of a
lease of the building or of the land and building) of which the demised premises
form a part, so that in the event of any sale or sales of said land and building
or of said lease,  or in the event of a lease of said  building,  or of the land
and building,  the said Owner shall be and hereby is entirely freed and 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  purchaser,  at any such sale,  or the
said lessee of the building, or of the land and building,  that the purchaser or
the  lessee of the  building  has  assumed  and  agreed to carry out any and all
covenants  and  obligations  of  Owner  hereunder.   The  words  "re-enter"  and
"re-entry"  as used in this lease are not  restricted to their  technical  legal
meaning. The term "rent" includes the annual rental rate whether so-expressed or
expressed in monthly  installments,  and "additional  rent."  "Additional  rent"
means all sums which shall be due to 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,  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.

Adjacent       35. If an  excavation  shall be made upon  land  adjacent  to the
Excavation--   demised premises, or shall be authorized to be made, Tenant shall
Shoring:       afford  to  the  person  causing  or  authorized  to  cause  such
               excavation,  license to enter upon the demised  premises  for the
purpose of doing such work as said person  shall deem  necessary to preserve the
wall or the building of which demised premises form a part from injury or damage
and to support the same by proper  foundations  without any claim for damages or
indemnity against Owner, or diminution or abatement of rent.

Rules and      36. (See Article 55)
Regulations:

Glass:         37. Owner shall  replace,  at the expense of the Tenant,  (unless
               such damage is caused by negligence or wrongful acts or omissions
on the part of Owner, its employees,  agents or contractors,  in which case such
repair  shall be at Owner's  sole cost and  expense) any and all plate and other
glass  damaged  or broken  from any cause  whatsoever  in and about the  demised
premises. Owner may insure, and keep insured, at Tenant's expense, all plate and
other glass in the demised premises for and in the name of Owner.  Bills for the
premiums  therefor  shall be  rendered by Owner to Tenant at such times as Owner
may elect, and shall be due from, and payable by, Tenant when rendered,  and the
amount thereof shall be deemed to be, and be paid, as additional rent.

Estoppel       38. Tenant,  at any time, and from time to time, upon at least 10
Certificate:   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
force and effect as modified and stating the  modifications),  stating the dates
to which the rent and additional rent have been paid, and stating whether or not
there exists any default by Owner under this Lease,  and, if so, specifying each
such default.

Directory      39. (See Article 51)
Board
Listing:

Successors     40. The covenants,  conditions  and agreements  contained in this
and Assigns:   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.

----------
(1)  Space to be filled in or deleted.

                              (SEE ATTACHED RIDER)

1.   If Owner so uses, applies or retains any part of the security so deposited,
     Tenant,  upon demand,  shall deposit with Owner the amount so used, applied
     or retained, so that Owner shall have the full deposit on hand at all times
     during the term of this lease.

IN WITNESS WHEREOF,  Owner and Tenant have  respectively  signed and sealed this
lease as of the day and year first above written.

Witness for Owner:                      MACK-CALI REALTY, L.P.
                                        By: Mack-Cali Realty Corporation,
                                        general partner
                                        [CORP. SEAL}

                                        By: /s/ illegible                 [L.S.]
......................................   ........................................
                                                  Vice-President

Witness for Tenant:                     CREATIVE VISUAL ENTERPRISES, LTD.
                                        ........................................
                                        [CORP. SEAL}

                                        By: /s/ W.K. Grollman             [L.S.]
......................................   ........................................
                                        President

FEDERAL I.D. # / SOCIAL SECURITY #__________________________


<PAGE>

Striking  out or  deletion of any  portion of this lease (and the  insertion  of
asterisks at various  points) was done as a matter of  convenience  in preparing
the lease for execution.  The language  omitted (as well as the use or placement
of such asterisks) is not to be given any effect in construing this lease.

                                                 RULES & REGULATIONS-- Exhibit A
                                                 WORK SPECIFICATIONS-- Exhibit B
                                                          FLOOR PLAN-- Exhibit C

              STANDARD FORM OF RIDER TO STANDARD FORM OF LOFT LEASE

Date of Lease:      July 9, 1999
        Owner:      MACK-CALI REALTY L.P.
      Tenant:       CREATIVE VISUAL ENTERPRISES, LTD.
     Building:      12 Skyline Drive, Hawthorne, New York
Rentable Area:      approximately 17,850 square feet

        41.     ADDITIONAL DEFINITIONS.

        For all purposes of this lease, and all agreements  supplemental hereto,
the terms defined in this Article shall have the meanings  specified  unless the
context otherwise requires:

        (a)     The term LAWS AND REQUIREMENTS OF PUBLIC  AUTHORITIES shall mean
laws and ordinances of federal,  state, city, town, and county governments,  and
rules, regulations, orders and directives of departments, subdivisions, bureaus,
agencies or offices thereof, or any other  governmental,  public or quasi-public
authorities  having  jurisdiction  over the Building,  and the directions of any
public officer pursuant to law.

        (b)     The word  INVITEE  shall  mean  any  employee,  agent,  visitor,
customer,  contractor,  licensee,  or  other  party  claiming  under,  or in the
Building,  or in the Park, if applicable,  by permission or sufferance of, Owner
or Tenant.

        (c)     The term  REQUIREMENTS  OF  INSURANCE  BODIES  shall mean rules,
regulations,  orders  and  other  requirements  of the New York  Board  of' Fire
Underwriters or New York Fireo Insurance Rating Organization or any similar body
performing the same or similar functions.

        (d)     The term UNAVOIDABLE  DELAYS shall mean delays due to strikes or
labor troubles, fire or other casualty, governmental restrictions, enemy action,
civil con, notion, war or other .emergency,  acts of God or nature, or any cause
beyond the  reasonable  control of either party whether or not similar to any of
the  causes  stated  above,  but not the  inability  of  either  party to obtain
financing which may be necessary to carry out its obligations.

        (e)     The term  REAL  PROPERTY  shall  mean  the tax lot of which  the
demised premises is a part.

<PAGE>


        (f)     (i)     The term  LEASE  YEAR  shall  mean  the 12 month  period
commencing  with the  Commencement  Date (as defined in paragraph (a) of Article
42), and ending the day preceding the first anniversary of the Commencement Date
(except that if the Commencement  Date shall occur on a day other than the first
day of a calendar month,  such period shall commence with the Commencement  Date
and end with the last day of the 12th full calendar month  thereafter)  and each
12 month period  thereafter,  all or part of which falls within the term of this
lease.

                (ii)    The term  RENT  YEAR  shall  mean  the 12  month  period
commencing  with the Rent  Commencement  Date (as  defined in  paragraph  (a) of
Article  43), and ending the day  preceding  the first  anniversary  of the Rent
Commencement  Date (except that if the Rent  Commencement  Date shall occur on a
day other than the first day of a calendar  month,  such period  shall  commence
with the  Rent  Commencement  Date  and end  with the last day of the 12th  full
calendar month thereafter) and each 12 month period  thereafter,  all or part of
which falls within the term of this lease.*

        (g)     The word RENT  shall mean the Fixed  Annual  Rent and such other
sums due Owner  pursuant  to this lease.  All sums due .Owner,  other than Fixed
Annual Rent, are included in the term additional rent.

        (h)     The  term  HAZARDOUS  MATERIALS  shall  mean  (i) any  chemical,
material or substance  defined as or included in the  definitions  of "hazardous
substance",  "hazardous  materials",  "extremely  hazardous waste",  "restricted
hazardous  waste",  "toxic  substance"  or words of  similar  import,  under any
applicable  local,  state or  federal  laws,  including  but not  limited to the
Federal  Water  Pollution  Act (33 U.S.C.  Section 1251 et seq.),  the Hazardous
Materials  Transportation  Act (49 U.S.C.  Section 1801 et SEQ.),  the Resources
Conservation and Recovery Act (42 U.S.C. 6901 et seq., 42 U.S.C. Section 7401 et
seq.) and CERCLA (42 U.S.C.  9601 et seq.),  all as may be amended  from time to
time; (ii)  petroleum";  (iii) asbestos;  (iv)  polychlorinated  biphenyls;  (v)
radioactive materials; and (vi) radon gas.

        (i)     The  term  BUSINESS  DAYS as used in this  lease  shall  exclude
Saturdays,  Sundays and all days observed by the State or Federal  Government as
legal holidays and all days  designated as holidays by the  applicable  building
service union employees service contract.

        (j)     The term  EXECUTIVE  PARK or PARK  shall  mean  Mid  Westchester
Executive Park,  located in the Town of Mt. Pleasant,  County of Westchester and
State of New York.

        42.     TERM; PREPARATION FOR OCCUPANCY AND POSSESSION.

        (a)     The term of this  lease  and the  estate  hereby  granted  shall
commence on a date (the  "Commencement  Date") which shall be the earlier of the
day (i) on which the demised  premises  shall be deemed to be  completed as such
term is defined in paragraph  (c) of this Article (of which date Tenant shall be
given 7 days  notice),  or (ii)  Tenant  (or  anyone  claiming  under or through
Tenant) shall occupy the demised premises. The term shall expire on the last day
of the month ten (10)  years and three (3)  months  after the month in which the
Commencement  Date occurs (the  "Expiration  Date") or on such earlier date upon
which said term may expire or be  terminated  pursuant to any  provision of this
lease or law. Promptly following the determination

                                       2
<PAGE>


of the Commencement  Date, the parties shall enter into a supplementary  written
agreement setting forth the Commencement and Expiration Dates.*

        (b)     The demised  premises shall be completed and initially  prepared
by Owner in the  manner  set forth in, and  subject  to the  provisions  of, the
attached Work  Specifications  and Floor Plan.  Owner shall be  responsible  for
obtaining all necessary  permits and  certificates  with respect to Owner's work
and all costs  associated  with Owner's work (excluding any Tenant extras) shall
be paid by Owner, including the costs of architects,  engineers and filing fees.
Owner shall use diligent efforts to complete the demised premises within 90 days
from the date a fully  executed  counterpart of this lease has been delivered to
Tenant.  Tenant and its  contractors  shall be entitled to access to the demised
premises,  prior to the completion of Owner's work, only so long as they work in
conformity with and do not interfere, in Owner's reasonable judgment, with Owner
or its  contractors  in the completion of Owner's work, and provided they accept
the  administrative  supervision  of Owner.  If Tenant's  work  interferes  with
Owner's work,  in Owner's  reasonable  judgment,  Owner may withdraw the license
granted to Tenant pursuant to this paragraph upon 24 hours notice.  Tenant shall
not be  deemed  to have  accepted  possession  of the  demised  premises  by the
performance of work therein prior to the Commencement  Date.  Tenant's selection
of  contractors  must be in compliance  with the provisions of Articles 3 and 56
hereof. Owner acknowledges that prior to completion of Owner's work, Tenant will
be constructing its video production  studio,  performing certain cosmetic work,
and performing other work in the audio studio,  control room and other specialty
rooms on the lower level of the demised premises.*

        (c)     The demised  premises shall be deemed  completed on the later of
(i)  the  date  on  which  Owner's  work  in  the  demised   premises  has  been
substantially  completed  (notwithstanding  the fact that minor or insubstantial
details  of  construction,  mechanical  adjustment  or  decoration  remain to be
performed,  the  non-completion  of which would not  materially  interfere  with
Tenant's use of the demised  premises)  and (ii) the date on which a certificate
of occupancy or other  permission to occupy,  if required,  has been issued.  If
completion of the demised premises by Owner is delayed by reason of:*

                (i)     any act or omission  of Tenant or any of its  employees,
        agents or  contractors,  including  failure of Tenant to comply with its
        obligations, if any, under the Work Specifications, or*

                (ii)    Tenant's failure to plan or execute work to be performed
        by Tenant to make the  demised  premises  ready for  tenant's  occupancy
        ("Tenant's Work") with reasonable speed and diligence, or*

                (iii)   Tenant's failure to make selections required by the Work
        Specifications, or

                (iv)    Tenant's   changes   by  Tenant  in  its   drawings   or
        specifications, if any, or changes or substitutions requested by Tenant,
        or*

                (v)     Tenant's failure to submit or approve drawings, plans or
        specifications timely, or

                                       3
<PAGE>


                (vi)    Tenant's  failure to deliver to Owner the first  month's
        rent (if  required by the  provisions  on the first page of this lease),
        and the security deposit required by Article 32 (if any),

then the demised premises shall be deemed completed, the Commencement Date shall
be deemed to have occurred (and Tenant shall  commence  paying rent) on the date
when it would have been  completed  and rent would have been due and payable but
for such delay, and Tenant shall pay Owner all costs and damages which Owner may
sustain by reason of such delay.

Notwithstanding  anything herein to the contrary,  in the event Owner shall fail
to cause the  demised  premises to be deemed  complete on or before  November 1,
1999, for reasons other than  unavoidable  delays,  the  performance of Tenant's
work or Tenant extra work or as set forth in clauses  (c)(i) through (vi) above,
then,  Tenant, at its sole remedy,  shall have no obligation to pay Fixed Annual
Rent for such  number of days after the  Commencement  Date as shall be equal to
the number of days between  November 1, 1999, and the date the demised  premises
shall be deemed complete.*

        (d)     The Floor Plan attached  hereto may be revised by Owner in order
to comply with laws and  requirements of public  authorities and requirements of
insurance  bodies. If any of such revisions or changes are due to Tenant's video
studio,  Tenant  shall  pay for the cost of  implementing  same.  If any  common
foyers,  exit foyers or exit passages  mandated by such requirements are used by
more than one tenant,  the rental value therefore shall be apportioned to Tenant
in relation to the Tenant's  Rentable  Area (as  compared to the square  footage
occupied by all such tenants) and Tenant's  Fixed Annual Rent shall be increased
accordingly.*

        (e)     Owner may close or change the  arrangement  and/or  location  of
exits, entrances,  passageways,  doors, doorways, corridors,  elevators, stairs,
toilets and other parts of the Building  whenever  necessary to comply with laws
or requirements  of public  authorities  and  requirements of insurance  bodies.
Tenant shall pay the cost thereof where the  requirement  for such change is due
to Tenant's use of the demised premises.

        43.     RENT.

        (a)     Payment of the Fixed Annual Rent shall commence on the three (3)
month  anniversary of the Commencement Date (the "Rent  Commencement  Date"). If
such day is other  than the first day of a  calendar  month,  the first  monthly
installment  of Fixed Annual Rent shall be prorated to the end of said  calendar
month and shall be payable on such day.*

        (b)     All rent shall be paid by currently  dated,  unendorsed check of
Tenant,  payable to the order of Owner or to an agent  designated by Owner,  and
drawn on a bank or trust  company  which  is a member  of the New York  Clearing
House.

        (c)     Tenant shall pay the Fixed Annual Rent without notice or demand.
If no date shall be set forth herein for the payment of any other sum due Owner,
then such sum shall be due

                                       4
<PAGE>


and  payable  within 10  business  days  after the date upon which  Owner  makes
written demand for such payment.

        (d)     If at any time  during the term the rent,  or any part  thereof,
shall not be fully  collectible by reason of any laws and requirements of public
authorities,  Tenant shall enter into such  agreements  and take such actions as
Owner may request to permit Owner to collect the maximum rents which may, during
the continuance of such legal rent restriction,  be legally permissible (but not
in excess of the amounts  reserved under this lease).  Upon  termination of such
rent  restriction  prior to the  Expiration  Date (i) the rent shall  become and
thereafter be payable in accordance with the amounts  reserved in this lease for
the period of the term  following  such  termination,  and (ii) Tenant shall pay
Owner, if legally permissible,  an amount equal to (y) the rent which would have
been paid  pursuant to this lease but for such legal rent  restriction  less (z)
the rents paid by Tenant for the period during which such rent  restriction  was
in effect.

        (e)     If any  installment  of Fixed Annual Rent or if any other monies
owing by Tenant are not paid within 10 days of the date due and payable,  Tenant
shall pay Owner,  in  compensation  for  Owner's  loss of use of such rent,  the
additional  administrative,  bookkeeping  and  collection  expenses  incurred by
reason of such overdue sum, a sum calculated by multiplying  the late payment by
three percentage points above the prime rate then established by Chase Manhattan
Bank (but limited to the maximum  legal  rate),  dividing the product by 365 and
multiplying the quotient by the number of days between the date such payment was
due and the date  such  payment  is in fact  paid.  Such  compensation  shall b~
without prejudice to any of Owner's other rights and remedies hereunder.*

        (f)     If any check  tendered by Tenant,  for any payment due, shall be
dishonored by the payor bank,  Tenant shall pay Owner,  without prejudice to any
of Owner's  other  rights  and  remedies,  in  compensation  for the  additional
administrative,  bookkeeping and collection  expenses incurred by reason of such
dishonored  check, the sum of $100. If during any twelve month period during the
term of this lease, two or more checks tendered by Tenant,  for any payment due,
shall be dishonored by the payor bank, Owner may at any time thereafter  require
that  all  future  payments  of rent by  Tenant  shall be made by  certified  or
official bank checks.

        44.     PARKING.

        (a)     Throughout  the term, so long as Tenant shall have performed all
of the  agreements on Tenant's part to be performed,  Owner shall make available
to Tenant the following number of parking spaces:

        eight (8) spaces for  executive  cars,  of which two (2) shall be on the
lower level and six (6) shall be on the upper level.  Executive  spaces shall be
marked for Tenant's sole use.*

        forty-six  (46) spaces , on a  non-exclusive  basis,  for employee cars,
which shall be not more than 250 yards from an entrance to the demised premises,
unless otherwise provided for herein.*

                                       5
<PAGE>


        If Tenant or its invitees use more than the  specified  number of spaces
set forth  above,  then after 5 days  notice from Owner,  Tenant  shall,  at the
option of Owner,  either (i) pay Owner's then current charge per month, for each
additional  space used for each month  during  which such excess use takes place
(even if for less than the full  month) (as of the date of this  lease,  Owner's
current  monthly  charge  is  $40.00  per  space),  or  (ii)  cease  and  desist
immediately  from using said  additional  spaces.  If Owner selects the first of
such options, Owner may revoke such choice on 30 days notice.

        (b)     As necessary,  Owner shall  (between 7:00 a.m. and 10:00 p.m. on
business  days),  light,  clean,  remove snow from and otherwise  maintain,  the
parking area.  Tenant shall be responsible  for repairing  damage to the parking
areas caused by Tenant or its  invitees.  Owner shall not be obligated to remove
snow  unless the  accumulation  exceeds 3 inches.  .In no event  shall  Owner be
obligated to remove snow from areas  obstructed  by parked  vehicles at the time
Owner's  equipment is servicing such areas.  Notwithstanding  anything herein to
the  contrary,  Tenant shall be  responsible  for lighting its  entrances to the
demised  premises  and  loading  areas  and  for  removing  snow  and ice at its
entrances  and other  walkways  and areas  reserved or  designated  for Tenant's
exclusive use.

        (c)     Tenant  shall  require  its  invitees  to  park  only  in  areas
designated  by Owner,  and not to obstruct the parking  areas of other  tenants.
Tenant  shall,  upon  request,  furnish  to Owner  the  license  numbers  of the
automobiles  operated by Tenant,  its executives and other employees.  Owner may
use any lawful means to enforce the parking regulations  established pursuant to
Article 55, including,  but not limited to, the towing away of improperly parked
or  unauthorized  cars  and  pasting  of  warning  notices  on car  windows  and
windshields.

        (d)     Owner may  temporarily  close  any area not  leased to Tenant in
order to make repairs or changes,  to prevent the  acquisition of public rights,
or to discourage  unauthorized  parking.  Owner may do such other acts in and to
such areas as, in its  judgment,  may be desirable to improve same provided that
Owner shall use reasonable  efforts to minimize  interference  with Tenant's use
and occupancy of the demised premises and parking areas.*

        (e)     Neither Tenant nor its invitees shall park  automobiles,  trucks
or  other  motor  vehicles  overnight  within  the  park.   Notwithstanding  the
foregoing, Tenant may, at its sole risk, park three (3) vehicles overnight in an
area  designated by Owner.  If said vehicles owned by Tenant or its personnel or
visitors  remain in the parking area overnight and the same  interferes with the
cleaning  or  maintenance  of said  areas  (snow  or  otherwise),  any  costs or
liabilities  incurred by Owner in removing said vehicles to effectuate  cleaning
or maintenance,  `or any damage resulting to said vehicles or Owner's  equipment
or  equipment  owned by others by reason of the  presence  of or removal of said
vehicles  shall be paid by  Tenant  to  Owner,  as  additional  rent on the rent
payment  date  next  following  the   submission  of  a  bill  therefor.   Where
practicable, Owner will endeavor to give Tenant notice to move the 3 vehicles it
is permitted to park  overnight  prior to cleaning or maintenance of the area in
which such vehicles are parked.*

                                       6
<PAGE>


        45.     TAX ESCALATION.

        (i)     DEFINITIONS. As used in this lease:

        (a)     "Taxes"  shall mean the total  amount of real  estate  taxes and
assessments now or hereafter levied, imposed,  confirmed or assessed against the
Real  Property,  (or,  during  any  period  the  Real  Property  is  owned by an
industrial development agency, such amounts as are paid by Owner under a payment
in lieu of taxes or  equivalent  agreement,  but in no event  more  than such as
would be levied,  imposed,  confirmed  or assessed as if Owner named herein were
the fee owner), including but not limited to city, county, town, village, school
and transit taxes,  water fees and sewer and refuse disposal charges,  or taxes,
assessments or charges levied, imposed, confirmed or assessed against, or a lien
on, the Real  Property by any taxing  authority,  whether  general or  specific,
ordinary  or  extraordinary,  foreseen  or  unforeseen  and  whether  for public
betterments,  improvements or otherwise.  If, due to any change in the method of
taxation, any franchise,  capital stock, capital, income, profit, sales, rental,
use or occupancy tax or charge shall be levied,  assessed,  confirmed or imposed
upon Owner in lieu of any real estate taxes or assessments  upon or with respect
to the Real  Property,  such tax shall be included in the term Taxes.  Penalties
and  interest on Taxes  (except to the extent  imposed  upon timely  payments of
assessments  that may be, and are in fact,  paid in  installments)  and  income,
franchise,  transfer, inheritance and capital stock taxes and increases in Taxes
attributable  solely to  improvements  made for or by  another  tenant  shall be
deemed  excluded  from Taxes  except to the extent  provided in the  immediately
preceding sentence.*

        (b)     "Base  Tax" is the  product  of the tax  rates  set forth on tax
bills  rendered  for each Tax for the Tax Year  during  which  January  1,  2000
occurs,  multiplied by the assessed  valuations of the Real Property for the Tax
Year  during  which  January 1, 2000  occurs.  "Tax Year"  shall mean the fiscal
period  for each Tax.  Any and all tax  abatements  shall be for the  benefit of
Owner.  Notwithstanding the foregoing,  in determining Base Tax, in the event of
any partial  assessment(s)  of the Building based upon less than full completion
thereof,  then the  assessment  for the Tax Year  during  which  January 1, 2000
occurs (and any other partial  assessment)  and Taxes shall be projected to what
they  would  have  been  had  the  Building  been  fully-completed.   Upon  full
assessment,  appropriate  adjustments  shall  be  made,  if  necessary,  to  any
projections so made and any excess paid based thereon;  and any amounts  payable
as a result of such  adjustments from Owner to Tenant or Tenant to Owner, as the
case may be, shall be paid upon demand therefore.* ,

        (c)     "Tenant's Proportionate Share" shall mean 37.82%.

        (ii)    TAX  PAYMENTS.  (a) If Taxes for any Tax Year  during  the lease
term ("Tax Comparison  Year") shall exceed the Base Tax, Tenant shall pay Owner,
as additional  rent for each such Tax Comparison  Year,  Tenant's  Proportionate
Share of such excess ("Tax  Payment").  Notwithstanding  the  foregoing,  Tenant
shall have no  obligation  to make Tax  Payments  during or with  respect to the
first lease year.*

        (b)     Subsequent  to  Owner's  receipt  of the tax  bills for each Tax
Comparison  Year,  Owner shall submit to Tenant a statement  showing (i) the Tax
Payments due for such Tax

                                       7
<PAGE>


Comparison  Year, and (ii) the basis of calculations  ("Owner's Tax Statement").
Tenant shall (y) pay Owner the unpaid portion (if any) of the Tax Payment within
30 days  after  receipt  of  Owner's  Tax  Statement,  and (z) on account of the
immediately  following Tax Comparison Year, pay Owner commencing as of the first
day of the month during  which  Owner's Tax  Statement  is rendered,  and on the
first  day of  each  month  thereafter  until a new  Owner's  Tax  Statement  is
rendered,  1/12th of the total payment for the current Tax Comparison  Year. The
monthly  payments based on the total payment for the current Tax Comparison Year
shall be adjusted from time to time to reflect  Owner's  reasonable  estimate of
increases in Taxes for the immediately following Tax Comparison Year.

        (iii)   REDUCTION  OF  COMPARISON   YEAR  TAXES.  If  Taxes  for  a  Tax
Comparison  Year are  reduced,  the  amount of  Owner's  costs and  expenses  of
obtaining such reduction  (including legal,  appraisers' and consultants'  fees)
shall be added  to and  deemed  part of  Taxes  for  such  Tax  Comparison  Year
provided,  however,  that in no event shall Tenant be required to pay any amount
in excess of the  amount  that would have been  payable  by Tenant  absent  such
reduction.  If Owner  obtains a refund of Taxes  for a Tax  Comparison  Year for
which a Tax Payment has been made,  Owner shall  credit  against  Tenant's  next
succeeding Tax ,payment(s),  Tenant's Proportionate Share of the refund (but not
more than the Tax Payment that was the subject of the refund). If no Tax Payment
shall  thereafter be due, Owner shall pay Tenant's  Proportionate  Share of such
refund to Tenant.*

        (iv)    REDUCTION OF BASE TAX. If Owner  obtains a reduction in the Base
Tax,  the Base Tax shall be reduced  (such  reduction  to include  the  expenses
incurred by Owner in obtaining such reduction,  including legal, appraisers' and
consultants' fees), prior Tax Payments (if any) shall be recalculated and Tenant
shall pay Owner, within 30 days after billing,  Tenant's  Proportionate Share of
the increased amount of Tax Payment for each prior Tax Comparison Year.

        (v)     TAX  PROTESTS.  While  proceedings  for  reduction  in  assessed
valuations  are pending,  the  computation  and payment of Tax Payments shall be
based upon the original assessments for the years in question. Tenant shall have
no right to institute or participate in any tax proceedings or other proceedings
of a similar  nature.  The  commencement,  maintenance,  settlement  and conduct
thereof shall be in the sole discretion of Owner.

        (vi)    Assessment  With  Other  Properties.  If, at any time,  the Real
Property  Shall  include  buildings  other than the  Building,  the Taxes  shall
include the  Building's  equitable  portion of the Taxes on all such  buildings,
based  upon  an  informal  apportionment  by  the  tax  assessors,  or  if  such
apportionment is not available, as shall be reasonably determined by Owner.

        (vii)   TENANT'S  IMPROVEMENTS.  In the  event an  increase  in assessed
valuation of the Real Property is caused by Tenant's improvements to the demised
premises,  not  including  the work set  forth  in the  Work  Specifications  or
Tenant's initial  improvements  (including  installation of the video production
Studio),  Tenant  shall pay the entire  increase in Taxes  attributable  to such
improvements. If the assessed valuation for such improvements are not separately
stated,   Tenant's  obligation  under  this  subparagraph  shall  be  reasonably
determined  by Owner in  consultation  with  Tenant  and the  applicable  taxing
authority.*

                                       8
<PAGE>


        (viii)  NO CREDIT.  If in a Tax Comparison  Year the Taxes are less than
the Base Tax, the Tenant shall not be entitled to receive a credit,  by way of a
reduction  in Fixed  Annual  Rent,  a refund of all or a portion  of prior (or a
credit against future) Tax Payments or otherwise.

        (ix)    PARTIAL  COMPARISON YEAR. If the Expiration Date or earlier date
upon which the term may expire or terminate  shall be a date other than the last
day of a Tax  Comparison  Year,  Tenant's  Tax  Payment  for  such  partial  Tax
Comparison Year shall be prorated,  (based upon Owner's  reasonable  estimate of
the tax payments for such Tax Comparison Year if same have not been  established
as of such date).

        46.     COMMON AREA MAINTENANCE CHARGE.

                (i)     For the purposes of this Article:

                        (a)     "Index"  shall mean the Revised  Consumer  Price
Index  for  Urban  Wage  Earners  and  Clerical  Workers  for  the  New  York  -
Northeastern  New  Jersey  Area,  1967 = 100,  published  by the  United  States
Department of Labor, Bureau of Labor Statistics.

                        (b)     "Base  Index" shall mean the Index for the first
full calendar month preceding the Commencement Date of this lease.*

                (ii)    There is  included  in the Fixed  Annual  Rent an amount
equal  to  $1.50  per  square  foot to cover  the  initial  cost to Owner of the
expenses  of common  area  maintenance.  Owner  shall  provide  such common area
maintenance  including snow removal from parking areas, parking lot maintenance,
exterior lighting, structural and roof repairs.*

                (iii)   In the  manner and at the times  hereinafter  set forth,
Tenant shall pay Owner as additional  rent, for each lease year, for common area
maintenance,  a  sum  computed  by  multiplying  $1.50  per  square  foot  (i.e.
$26,775.00) by the percentage increase, if any, by which the Index for the month
preceding the last month of such lease year exceeds the Base Index. In. no event
shall any such  adjustment  result in a decrease of the Fixed Annual Rent as set
forth on page i of this lease.  Notwithstanding the foregoing, Tenant shall have
no obligation to pay any such increase during the first lease year.*

                (iv)    Within 135 days after the end of each lease year,  Owner
shall  deliver to Tenant a statement  setting  forth the amount (and  supporting
calculations)  of  additional  rent due to Owner for such  prior  lease  year in
accordance  with the  provisions  of clause (iii) above  ("Owner's  Statement").
Tenant  shall (x) make  payment of any unpaid  portion of such  additional  rent
within 30 days  after  receipt  of  Owner's  Statement,  and (y) pay to Owner on
account of the then current lease year,  within 30 days after receipt of Owner's
Statement,  an amount  equal to the product  obtained by  multiplying  the total
payment required for the preceding lease year by a fraction,  the denominator of
which  shall be 12 and the  numerator  of which shall be the number of months of
the current  lease year which shall have  elapsed  prior to the first day of the
month  immediately  following  the rendition of Owner's  Statement,  and (z) pay
Owner on account of the then current lease year,  commencing as of the first day
of the month immediately following the

                                       9
<PAGE>


rendition  of Owner's  Statement  and on the first day of each month  thereafter
until a new Owner's  Statement  is rendered,  1/12 of the total  payment for the
preceding  lease year.  The monthly  payments based on the total payment for the
preceding  lease year shall be adjusted from time to time during a lease year to
reflect  Owner's  reasonable  estimate of increases  in the Index.  The payments
required  to be made  under  clauses  (y) and (z)  above  shall  be  subject  to
adjustment  as and when  Owner's  Statement  for such lease year is  rendered by
Owner.  If the  payments  required  to be made under  clauses  (y) and (z) above
exceed the amount due for such lease year  pursuant to Owner's  Statement,  such
excess shall be credited against the next required payments due hereunder. If no
such payments shall thereafter be due, Owner shall pay such excess to Tenant.

                (v)     If any  lease  year  shall be a period  of less  than 12
months, Tenant's liability under this Article shall be prorated.

                (vi)    If the Index is `altered, modified, converted or revised
such that it is no longer  comparable  to the Base Index then the Index shall be
adjusted  to the figure  that  would have been  arrived at had the change in the
manner of computing the Index not been altered. If such Index shall no longer be
published,  then any  substitute or successor  index  published by the Bureau of
Labor  Statistics  or  other  governmental  agency  of the  United  States,  and
similarly adjusted as aforesaid, shall be used. If such Index (or a successor or
substitute index similarly adjusted) is not available,  a reliable  governmental
or other reputable publication selected ~y Owner shall be used.

        47.     CLEANING; TRASH REMOVAL.

        (a)     Tenant shall,  at Tenant's  expense,  keep the demised  premises
clean and in good order, to the reasonable  satisfaction of Owner. Tenant shall,
at Tenant's expense,  hire a reputable  cleaning  contractor to clean the office
portion of the demised premises, if any.*

        (b)     Tenant  shall pay the cost of  removal  of  Tenant's  refuse and
rubbish from the Building.  Tenant shall contract for the removal of such refuse
and rubbish.  Owner reserves the right to select a refuse disposal contractor to
serve the Building at competitive  rates.  The name of such contractor  shall be
available  from Owner upon  request,  and Tenant  shall  employ no other  refuse
disposal or carting  contractor without prior written approval from Owner, which
consent shall not be unreasonably withheld or delayed. The removal of refuse and
rubbish  shall be subject to such rules and  regulations  as in the  judgment of
Owner are necessary for the proper operation of the Building and of the Park.*

        48.     UTILITIES.

        (a)     Tenant shall obtain all  utilities  necessary for its use of the
demised premises  directly from the utility  companies or vendors  servicing the
demised premises.  The cost of such services shall be paid by Tenant directly to
such companies. Owner shall permit electric feeders, risers and wiring servicing
the  demised  premises to be used by Tenant to the extent  available  and safely
capable of being used for such purpose.

                                       10
<PAGE>


        (b)     Notwithstanding  anything  herein  to the  contrary,  Owner  may
redistribute  or furnish  electricity  and/or gas  ("utilities")  to the demised
premises  in a manner and in such  reasonable  quantities  as may be required by
Tenant to service Tenant's permitted use in the demised premises. In such event,
Tenant shall pay to Owner within 30 days after  billing,  as additional  rent, a
sum ("Utility Rent") determined in the manner set forth below. Such sum shall be
determined by an independent  engineer or consulting firm selected by Owner (the
"Engineer").  The Engineer shall make a survey of Tenant's  utility usage in the
demised  premises,  to determine the Utility Rent. In the event Tenant  disputes
any such  determination,  Tenant may employ a consultant to make a survey of the
cost  of  such  utility  to the  demised  premises.  The  determination  of such
consultant  shall be  promptly  submitted  to Owner.  If  Owner's  and  Tenant's
consultants  cannot  mutually  agree as to the cost of such utility,  the matter
shall be submitted  to  arbitration  to the office of the  American  Arbitration
Association  nearest the  Building,  in  accordance  with rules of such American
Arbitration  Association.  Pending such determination,  Tenant shall continue to
pay the  charges as billed by Owner.  Each  party  shall pay the cost of its own
consultant.  Any final  adjustment  shall be made at the time of the arbitration
award.

        (c)     If either the quantity or  character  of the utility  service is
changed by the utility company supplying such service to the Building,  or is no
longer available or suitable for Tenant's  requirements,  or if there shall be a
change,  interruption  or termination of such service due to a failure or defect
on  the  part  of  the  utility   company,   no  such  change,   unavailability,
unsuitability,  failure or defect  shall  constitute  an actual or  constructive
eviction,  in whole or in part, or entitle  Tenant to any payment from Owner for
any loss, damage or expense,  or to abatement or diminution of Fixed Annual Rent
or additional  rent,  or otherwise  relieve  Tenant from any of its  obligations
under this lease, or impose any obligation upon Owner or its agents. In no event
shall  Owner be  responsible  for any  failures of the  utility  providing  such
service  or the  negligence  or other  acts of third  parties  causing  any such
interruption.

        49.     AMENDMENTS FOR FINANCING; INFORMATION FOR MORTGAGEES.

        (a)     If, in connection  with obtaining or renewing  financing for the
Real Property, an institutional lender shall request modifications in this lease
as a condition to such financing,  Tenant will not withhold,  delay or defer its
consent `thereto, provided that such modifications neither increase the monetary
or any other material obligations of Tenant nor decrease the size of the demised
premises,  the number of parking spaces provided for in Article 44 , the service
required to be provided by Owner or any other material rights of Tenant.*

        (b)     Tenant shall,  within a reasonable  time after being  requested,
submit  such  financial  information  as may be  reasonably  required by Owner's
mortgagee(s).

        50.     BROKER.

        Tenant  represents that, in the negotiation of this lease, it dealt with
no broker or any other person legally  entitled to claim a brokerage  commission
or finder's or consultant's fee with respect to this  transaction  except Choyce
Peterson,  Inc. and based  thereupon Owner shall pay a commission per a separate
agreement. Tenant shall indemnify, defend and hold Owner harmless

                                       11
<PAGE>


from and against all losses,  costs, damages,  expenses,  claims and liabilities
(including court costs and attorneys' fees and disbursements) arising out of any
inaccuracy or alleged inaccuracy of this representation.

        51.     SIGNS.

        (a)     Owner  shall,  upon  Tenant's  request,  list on the  Building's
directory  ("Directory"),  if any, the name of Tenant and Tenant's subsidiaries,
divisions and affiliates  and permitted  subtenants  conducting  business in the
demised  premises,  any entity  resulting  from a merger or  consolidation  with
Tenant or any entity succeeding to the business and assets of Tenant.*

        (b)     No  sign,  advertisement,  notice  or other  lettering  shall be
exhibited,  inscribed,  painted or affixed by or in behalf of 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  demised
premises,  without  the prior  written  consent  of Owner.  Notwithstanding  the
foregoing, Tenant shall have the right to install, at its sole cost and expense,
a.  ground  mounted  sign on the upper level and the lower  level,  the size and
location of which shall be determined by Owner in its sole discretion.  Requests
for such signs shall be accompanied by a sketch of the sign, its size,  type and
manner of mounting,  specifying  the manner of mounting,  and the  materials and
finishes  employed  in the  manufacture  of same.  Approval  by Owner  shall not
constitute  approval  for purposes of complying  with laws and  requirements  of
public authorities.  It shall be Tenant's obligation to secure such approvals at
Tenant's  expense.  In the  event of the  installation  of any sign by Tenant in
violation  of the  foregoing,  Owner may remove same without  liability  and may
charge the expense incurred by such removal to Tenant.*

        52.     HOLDOVER.

        Tenant  acknowledges  that  possession  of the demised  premises must be
surrendered at the expiration or sooner  termination of the term,  time being of
the essence. Tenant shall indemnify,  defend and save Owner harmless against all
liabilities,   obligations,  damages,  penalties,  claims,  costs,  charges  and
expenses,  including  reasonable  attorneys' fees and claims made by a successor
tenant  based  .upon the failure or refusal of Tenant to  surrender  the demised
premises  in a timely  fashion.  The  parties  agree  that the  damage  to Owner
resulting from failure by Tenant to surrender possession of the demised premises
timely will be  extremely  substantial,  will exceed the amount of rent  payable
hereunder and will be impossible of accurate measurement.  Consequently,  Tenant
shall pay Owner for each  month and for any  portion  of a month (on a  pro-rata
basis) during which Tenant holds over in the demised  premises after  expiration
or  sooner  termination  of the term of this  lease,  a sum equal to 150% of the
average  monthly  rent which was payable  per month under this lease  during the
last 3 months of the term. Nothing contained herein shall be deemed to authorize
Tenant to remain in occupancy of the demised  premises  after the  expiration or
sooner termination of the term.*

        53.     INSURANCE AND INDEMNITY.

        (a)     Tenant shall provide,  prior to entry upon the demised premises,
and  maintain  throughout  the term of this  lease,  at its own  cost,  and with
companies  rated not less than B+

                                       12
<PAGE>


Class IX by A.M.  Best Company,  Inc.,  or its  successor  and  authorized to do
business  in the State of New York (i)  public  liability  and  property  damage
insurance  in an  amount  not less than  $2,000,000  combined  single  limit for
personal  injury,  death and property  damage arising out of any one occurrence,
protecting  Owner and Tenant  against all claims for personal  injury,  death or
property damage  occurring in, upon or adjacent to the demised  premises and any
part  thereof,  or arising from,  related TO, or in any way  connected  with the
conduct and  operation of Tenant's  use or  occupancy  of the demised  premises,
which insurance  shall be written on an occurrence  basis and name Owner (and at
Owner's request,  Owner's mortgagees) as additional insureds,  and (ii) workers'
compensation   insurance   covering  all  persons  employed  by  Tenant  or  its
contractors  in  connection  with  work  performed  by or for  Tenant.  Tenant's
insurance shall be in a form  reasonably  satisfactory to Owner and provide that
it shall not be canceled,  terminated  or changed  except after 20 days' written
notice to Owner. All such policies or certificates  (with evidence of payment of
the premium)  shall be  deposited  with Owner not less than 30 days prior to the
day such insurance is required to be in force and upon renewals not less than 30
days prior to the expiration of the term of coverage. Owner shall have the right
from time to time during the term,  on not less than 30 days notice,  to require
that  Tenant  increase  the  amount  and/or  types of  coverage  required  to be
maintained under this Article to the amounts and/or types generally  required of
tenants in comparable buildings and comparable space .in Westchester County. The
minimum limits of liability  insurance' required pursuant to clause (i) shall in
no way  limit  or  diminish  Tenant's  liability  under  paragraph  (d) of  this
Article.*

        (b)     Tenant shall not commit or permit  anything to be done in, to or
about the demised  premises,  the  Building,  the Real  Property,  the Park,  if
applicable, or any adjacent property,  contrary to law, or which will invalidate
or be in conflict with the insurance  policies carried by Owner or by others for
Owner's  benefit,  or do or  permit  anything  to be done,  or keep,  or  permit
anything  to be kept,  in the  demised  premises,  which  (i)  could  result  in
termination of any of such policies,  (i~) could adversely  affect Owner's right
of recovery under any such policies,  (iii) could subject Owner to any liability
or  responsibility  to any  person,  or  (iv)  would  result  in  reputable  and
independent  insurance  companies refusing to insure the Building or property of
Owner  therein or in the Park, if  applicable,  in amounts  satisfactory  to its
mortgagees.  Use of the  demised  premises  for the  permitted  use set forth in
Article  2 would  not,  to the best of  Owner's  knowledge,  violate  any of the
foregoing. If any such action by Tenant, or any failure by Tenant to comply with
the  requirements  of  insurance  bodies  or  to  perform  Tenant's  obligations
hereunder,  or any use of the  demised  premises by Tenant  shall  result in the
cancellation  of any such  insurance  or an  increase  in the  rate of  premiums
payable with respect to such policies,  Tenant shall indemnify,  defend and hold
Owner harmless  against all losses,  including but not limited to any loss which
would have been covered by such insurance and the resulting  additional premiums
paid by Owner. Tenant shall make such reimbursement within 30 days after receipt
of notice and evidence from Owner that such additional  premiums have been paid,
without limiting Owner's rights otherwise provided in this lease.*

        (c)     Tenant shall procure a clause in, or endorsement on, each of its
policies for fire or extended coverage  insurance  covering the demised premises
or personal property,  fixtures or equipment located therein,  pursuant to which
the insurance  company  waives  subrogation  or consents to a waiver of right of
recovery  against Owner.  Tenant agrees not to make claims  against,  or seek to
recover  from,  Owner for loss or damage to its  property  or property of others

                                       13
<PAGE>


covered by such insurance. To the extent Tenant shall be a self-insurer,  Tenant
waives the right of recovery,  if any,  against Owner, its agents and employees,
for loss, damages or destruction of Tenant's property.

        (d)     Tenant shall  defend,  indemnify and save  harmless  Owner,  its
agents and  employees  from and  against any and all  liabilities,  obligations,
damages,  penalties,  claims, costs, charges and expenses,  including reasonable
attorneys'  fees,  which may be imposed or incurred by or asserted against Owner
and/or  its  agents or  employees  by reason of any of the  following  occurring
during the term, or during any time prior to the  Commencement  Date that Tenant
has access to or possession of any part of the demised premises: (i) any work or
thing done in, on or about the demised premises by or at the instance of Tenant,
or its invitees  except for any negligence or wrongful act on the part of Owner,
its agents,  employees or  contractors,  (ii) any  negligence or wrongful act or
omission on the part of Tenant or its invitees,  (iii) any  accident,  injury or
damage to any person or property occurring in, on or about the demised premises,
or vault,  passageway  or space  adjacent  thereto  caused by the  negligence of
Tenant or its invitees, and (iv) any failure by Tenant to perform or comply with
any of the covenants, agreement, terms, provisions, conditions or limitations in
this  lease to be  performed  or  complied  with.  by  Tenant.  If any action or
proceeding is brought  against Owner by reason of any such claim,  Tenant shall,
upon the request of Owner and at Tenant's expense,  resist or defend such action
or proceeding by counsel  reasonably  acceptable to Owner.  Counsel  selected by
Tenant's approved insurance companies shall be deemed acceptable.*

        54.     EXCULPATION.

Tenant shall look solely to the estate and interest of Owner, its successors and
assigns,  in the Building for the  collection of any Judgment (or other judicial
process)  recovered  against  Owner and based upon breach by owner of any of the
terms,  conditions  or  covenants  of this  lease  on the  part of  Owner  to be
performed.  No other  property  or assets  of Owner  shall be  subject  to levy,
execution  or other  enforcement  procedures  for the  satisfaction  of Tenant's
remedies  under or with  respect  to either  this  lease,  the  relationship  of
landlord  and tenant  hereunder,  or Tenant's  use and  occupancy of the demised
premises.

        55.     RULES AND REGULATIONS.

        Tenant and Tenant's invitees shall observe and comply with the Rules and
Regulations  attached  as Exhibit A, and such  additional  reasonable  Rules and
Regulations  as Owner or Owner's  agents may from time to time adopt.  Notice of
additional Rules and Regulations  shall be given to Tenant.  Owner shall have no
duty or obligation to enforce the Rules and Regulations or the terms,  covenants
or conditions in any other lease, against any other tenant of the Building or in
the Park, if applicable, unless such violation by another tenant would adversely
affect  Tenant's rights  hereunder,  and Owner shall not be liable to Tenant for
violation  of the same by any other  tenant or its  invitees.  In the event of a
conflict  between the Rules and Regulations and the provisions of the lease, the
provisions of the lease shall prevail.*

                                       14
<PAGE>


        56.     TENANT'S ALTERATIONS AND MAINTENANCE.

        (a)     Tenant  shall not  employ  contractors  in  connection  with any
services, provisions,  alterations or maintenance, unless Owner has consented in
writing to the  contractor,  it being the intention of Owner to limit the number
of such  contractors  employed in the Building or Park, if  applicable.  If such
consent has not been  obtained  Tenant shall,  if requested by Owner,  forthwith
cancel such contract.  Owner's  disapproval of any contractor selected by Tenant
must be accompanied by the designation of one or more contractors  acceptable to
Owner,  whose prices must be  reasonably  competitive  with those charged by the
contractor selected by Tenant.. If Owner does not approve or disapprove Tenant's
contractor within 7 business days after receipt of written request therefor, the
contractor so selected by Tenant shall be deemed approved by Owner. Tenant shall
not employ persons in connection with any such services, provisions, alterations
or  maintenance  the  employment of whom would cause a strike,  work stoppage or
slowdown by  employees  of  contractors  of Owner in the  Building  or Park,  if
applicable.  Owner  does  not  consent  to  the  reservation  of  title  by  any
conditional  vendor, or the retention of a security interest by a secured party,
to any property which may be affixed to the realty.*

        (b)     Alterations   performed  by  Tenant  in   accordance   with  the
provisions of Article 3 must be performed in a good and workmanlike,  manner, in
accordance with the plans and specifications prepared by Tenant, at its expense,
which plans and specifications shall be subject to Owner's approval prior to the
performance of any such  alteration,  which  approval shall not be  unreasonably
withheld or  delayed.  If Owner does not  approve or  disapprove  such plans and
specifications  within 15 business days after Tenant shall have  submitted  five
sets thereof to Owner,  Owner shall be deemed to have approved same. The quality
standards  applicable to such alterations shall in no event be less than Owner's
standards for the Building at the time such work is performed.  Upon  completion
of the alterations  Tenant shall, at its expense,  deliver to Owner five sets of
"as-built" drawings with respect thereto.*

        (c)     If due  to  Tenant's  alterations,  changes  in  the  Building's
sprinklers,  passages,  exits or other  common areas or systems,  are  required,
Tenant shall  perform  same,  pursuant to the  provisions  of this lease.  In no
event, however, shall Tenant perform any work or cause any work to be done which
shall,  in Owner's  opinion,  adversely  affect the Building.  In no event shall
Tenant make any  installation on or through the roof of the Building without the
prior consent of Owner.  Owner may, at its sole discretion,  make such rules and
regulations as it deems necessary regarding access to or through the roof. Owner
makes no representation as to the load bearing capacity of the roof.

        57.     NOTICE.

        (a)     At the request of the holder(s) of any mortgage  encumbering the
Real Property,  Tenant shall serve upon such  mortgagee(s) a copy of all notices
given by Tenant to Owner pursuant to paragraph (b) below,  such service to be by
registered  or  certified  mail  addressed to such  mortgagee(s)  at the address
provided by such mortgagee(s) to Tenant.

        (b)     Except for rent bills,  any  notice,  approval,  consent,  bill,
statement or other communication  required or permitted to be given, rendered or
made by either party hereto to the

                                       15
<PAGE>


other,  pursuant to THIS lease or pursuant to any  applicable law or requirement
of public authority (collectively,  "notices"), shall be in writing and shall be
delivered  personally or by registered or certified mail, addressed to the other
party at the address  hereinabove  set forth.  All notices given by either party
pursuant to this Article may be given by such party,  their agents or attorneys.
Either  party may, by notice as  aforesaid,  designate  a  different  address or
addresses  for  notices  intended  for it. All  notices  given  pursuant to this
Article shall be deemed given on the second business day after posting if mailed
in  Westchester  County,  and on the third  business day after posting if mailed
outside of Westchester County, or upon delivery if made personally. On and after
the Commencement Date notices directed to Tenant shall be addressed to Tenant at
the Building.

        58.     MISCELLANEOUS.

        (a)     Whenever  it is  provided  that  Owner  shall  not  unreasonably
withhold or delay consent or approval or shall exercise its judgment  reasonably
(such  consent or approval  and such  exercise of  judgment  being  collectively
referred to as "consents"),  if Owner shall delay or refuse such consent, Tenant
shall not be entitled to make any claim,  and Tenant  waives any claim for money
damages (nor shall Tenant claim any money damage by way of setoff,  counterclaim
or defense) based upon any claim or assertion that Owner  unreasonably  withheld
or delayed  consent.  Tenant's sole remedy shall be an action or proceeding  for
specific  performance,  injunction or  declaratory  judgment to enforce any such
provision,  but any such equitable  remedy which can be cured by the expenditure
of money may be enforced personally against Owner only to the extent of interest
in the  Building.  Failure on the part of Tenant to seek  relief  within 60 days
after the date upon  which  Owner has  withheld  its  consent  shall be deemed a
waiver  of any  right to  dispute  the  reasonableness  of such  withholding  of
consent.*

        (b)     Owner shall have no liability or  responsibility  if any service
or utility  required to be provided by Owner is interrupted or stopped by reason
of unavoidable delays.

        (c)     If Tenant shall  request the consent or approval of Owner to the
making of any  alterations or to any other thing (other than with respect to the
initial work to make the demised  premises  ready for Tenant's  occupancy),  and
Owner  shall .seek and pay a separate  fee for the  opinion of Owner's  counsel,
architect, engineer or other representative or agent as to the form or substance
thereof,  Tenant  shall pay  Owner,  as  additional  rent,  within 30 days after
demand,  all  reasonable  costs and  expenses of Owner  incurred  in  connection
therewith, including, in case of any alterations, costs and expenses of Owner in
reviewing plans and specifications.*

        (d)     This  lease  is  submitted  to  Tenant  for  signature  with the
understanding that it shall not bind Owner unless and until it has been executed
by Owner and delivered to Tenant or Tenant's attorney.

        (e)     Whenever   reference  is  made  to  public   halls,   elevators,
corridors,  etc. and if none such are present on or about the  premises  demised
herein then such reference shall have no relevance to the terms herein.

                                       16
<PAGE>


        (f)     In the event of any conflict  between the printed  provisions of
the  lease  and the Rider to the  lease,  the  provisions  of this  Rider  shall
prevail.

        (g)     Owner's failure to. prepare and/or deliver any statement or bill
required  to be  delivered,  to Tenant,  or Owner's  failure to make  demand for
payment of Fixed  Annual  Rent or  additional  rent shall not be a waiver of, or
cause  Owner to  forfeit  or  surrender  its  rights to  collect,  any rent due.
Tenant's liability for all such payments shall continue unabated during the term
and shall survive the expiration or sooner termination of the term.

        (h)     Tenant shall repair and replace,  as necessary,  and maintain in
good working order,  Tenant's  exclusive heating and air conditioning  units and
systems servicing the demised premises.  Such maintenance shall include changing
the systems filters not less  frequently than four times per year.  Tenant shall
enter into  contracts  for  service and  maintenance  pursuant to Article 56 and
submit to Owner  copies  of such  agreements  as well as copies of all  invoices
indicating dates of service and work performed.

        (i)     Tenant  shall not  substantially  vacate  the  demised  premises
during  the  term of this  lease  unless  it shall  give  Owner at least 10 days
written notice prior to such vacating.  Notwithstanding  the above, in the event
Tenant vacates the demised premises prior to the Expiration Date or such earlier
date upon which said term may expire or be  terminated,  Tenant shall remove all
fixtures,  and  installations  (including but not limited to telephone  systems,
communication systems and security systems), unless Owner has otherwise notified
Tenant pursuant to Article 3.

                After such  vacating,  Owner may, but shall not be obligated to,
enter the demised premises, at any time, to make such repairs,  replacements and
improvements  as  Owner  may  deem  necessary.  Notwithstanding  the  foregoing,
Tenant's  obligations  under this lease  shall  remain in full force and effect,
including the obligation to maintain and secure the demised premises.

        (j)     The  Certificate  of Occupancy  for the Building  shall be for a
building of Low Hazard Occupancy as defined by the New York State Building Code.

        (k)     Tenant shall not cause (or allow any of its contractors,  agents
or other  persons  or  entities  over whom or which it  exercises  any degree of
control to cause) to occur within the demised premises, or the Building or Park,
if applicable, the use, presence,  discharge,  spillage, disposal,  uncontrolled
loss,  generation,  seepage or filtration of Hazardous Materials.  Tenant shall,
from time to time and upon  Owner's  request,  submit to Owner a written  report
with respect to Hazardous  Materials  upon the demised  premises (and within the
Building  and  Executive  ]?ark) as a result of the  activities  of Tenant  (its
contractors,  agents or other  persons or entities  over whom it  exercises  any
degree of control).  Such report shall be in such form as may be  prescribed  by
Owner and shall be  submitted  to Owner  within ten (10) days  after  request by
Owner (or immediately upon receipt of any notice of violation  received from any
governmental agency). Owner shall have the right at all times during the term of
this lease to (i) inspect the demised premises, and (ii) conduct (or cause to be
conducted) tests and investigations to determine whether Tenant is in compliance
with the provisions of this Section. The cost of all such

                                       17
<PAGE>


inspections,  tests and'  investigations  shall be borne by Tenant provided that
there was reasonable cause to believe that Tenant was not in compliance with the
provisions of this section.  Owner's  consent to Tenant's use or  maintenance of
Hazardous  Materials  within the demised premises shall in no way limit Tenant's
indemnification obligations as otherwise set forth in this lease.*

                If Tenant obtains  knowledge of the actual or suspected  release
of Hazardous  Materials,  then Tenant shall promptly notify Owner of such actual
or  suspected  release.  Tenant shall  immediately  notify Owner of any inquiry,
test,  investigation or enforcement  proceeding by or against Tenant involving a
release. If Tenant or its agents, employees or contractors shall cause or permit
a release,  Tenant shall promptly  notify Owner of such release and  immediately
begin  investigation  and  remediation  of  such  release,  as  required  by all
applicable laws and requirements of public authorities and insurance bodies.

        (1)     Anything  herein to the contrary  notwithstanding,  if the first
month's rent or the security deposit shall not have been delivered to Owner upon
execution  and  delivery  of this lease by Tenant to Owner (if  required  by the
provisions of this lease), then (in addition to such other remedies available to
Owner hereunder,  at law or in equity) .Owner shall not be obligated to commence
preparation of the demised premises for occupancy (if required by the provisions
of this lease) until such sums shall have been delivered to Owner.

        (m)     Tenant agrees not to disclose the terms,  covenants,  conditions
or other facts with  respect to this lease,  including,  but not limited to, the
Fixed  Annual  Rent,  to  any  person,  corporation,  partnership,  association,
newspaper,  periodical or other entity.  This non-disclosure and confidentiality
agreement  shall be binding upon Tenant  without  limitation  as to time,  and a
breach of this paragraph shall constitute a material breach under this lease.

        59.     AMENDMENTS TO PRINTED FORM.

        (a)     Article 6 is further  amended by adding the following at the end
thereof:

        In the event of any increase in the fire  insurance rate On the Building
and/or its contents  during the term of this lease,  solely  caused by Tenant or
the nature or conduct of Tenant's use of the demised premises,  Tenant shall pay
to Owner,  the amount of the increase in the cost of such insurance to Owner and
other tenants of the Building, within ten (10) days after Owner has submitted to
Tenant a statement setting forth the amount due. In determining whether Tenant's
use or  occupancy  has  resulted in an  increase  in the rate of fire  insurance
applicable  to the  Building  or any  property  located  therein,  the  basis of
comparison  shall be the rate  which  would be in  effect  were the  Tenant  not
occupying the Building.*

        Tenant,  at Tenant's  sole cost and  expense,  shall  provide,  keep and
maintain fire  extinguishers and any other  nonstructural  fire safety equipment
required by laws and  requirements of public  authorities.  At the expiration or
earlier  termination  of the term of this  lease,  Tenant  may  remove  from the
demised premises any fire extinguishers provided by Tenant.

        (b)     Article 7 is amended by adding the following paragraph:

                                       18
<PAGE>


        Notwithstanding  anything  contained herein to the contrary,  and at the
election of the holder of any current or future  mortgage  encumbering  all or a
portion of the demised  premises,  such mortgage  shall be  subordinate  to this
lease  with the same  force  and  effect  as if this  lease  had been  executed,
delivered  and recorded  prior to the  execution,  delivery and recording of the
said mortgage, except however that the said subordination of the mortgage to the
lease shall not affect nor be applicable to and does expressly exclude:

                (i)     The prior  right.,  claim or lien of the said  mortgagee
in, to and upon any award or other  compensation  heretofore  or hereafter to be
made for any taking by eminent domain of any part of the mortgaged premises, and
to the right of  disposition  thereof in accordance  with the  provisions of the
said mortgage;

                (ii)    The prior  right,  claim and lien of the said  mortgagee
in,  to and  upon any  proceeds  payable  under  all  policies  of fire and rent
insurance  upon the said  mortgaged  premises and as to the right of disposition
thereof in accordance with the terms of the said mortgage; and

                (iii)   Any lien,  right,  power or interest,  if any, which may
have  arisen or  intervened  in the period  between  the  recording  of the said
mortgage  and the  execution  of this lease,  or any lien or judgment  which may
arise at any time under the terms of this lease.

        Although  this clause shall be  self-operative  upon the election of any
such  mortgagee,  in  confirmation  hereof,  Tenant shall  execute  promptly any
certificate that Owner or such mortgagee may request.

        Notwithstanding  anything contained herein to the- contrary, Owner shall
use  reasonable  efforts  to  obtain  for  Tenant's  benefit  a  non-disturbance
agreement from the holder of any future  mortgage or ground or underlying  lease
which is  superior  to this  lease,  in the form  then  customarily  used by the
grantor of said agreement,  providing in substance that so long as Tenant is not
in default under this lease beyond any applicable grace period, then the grantor
will not  terminate  this lease or take any action to recover  possession of the
demised  premises,  notwithstanding  any  foreclosure of the mortgage or default
under,  or  terminate  of, the  ground or  underlying  lease.  Any fees or costs
imposed by the grantor or its attorney, shall be paid by Tenant.*

        (c)     Article 11 is amended by adding the following paragraph:

                (1)     Notwithstanding the foregoing provision of this Article,
Tenant may assign this lease or sublet all of the demised premises, but not less
than all, to one  subtenant or assignee,  as the case may be, for  occupancy and
use as permitted by Article 2, provided however,  that Tenant shall first obtain
the  consent of Owner,  which  consent  shall not be  unreasonably  withheld  or
delayed. In addition, Tenant may sublet (i) a portion of the demised premises to
one  subtenant  or (ii) sublet all of the demised  premises to not more than two
subtenants,  for occupancy and use as permitted by Article 2; provided  however,
that Tenant shall first obtain the consent of Owner, it being  acknowledged that
at no time shall the demised  premises  be  occupied by more than two  occupants
(i.e. Tenant and one subtenant or two subtenants (if Tenant is not occupying any
portion of the demised  premises).  The consent by Owner to any subletting shall

                                       19
<PAGE>


not in any way be  considered  to relieve  Tenant  from  obtaining  the  express
consent of Owner to any further subletting.*

Notwithstanding anything herein to the contrary,  Tenant shall have the right to
sublet space to up to three (3) persons or entities which provide services to or
for Tenant, for occupancy and use in accordance with the terms of this lease.*

                (2)     If Tenant shall have a bona fide intention to sublet the
demised premises,  as stated above, it shall first notify Owner of such fact and
of the terms of Tenant's proposed subrental and other terms of subletting, and:

                        (i)     If Tenant  intends .to sublet all of the demised
premises,  then and in such event Owner shall have the  option,  exercisable  by
notice within 20 days after the date of Tenant's notice, to elect to cancel this
lease,  effective  as of 6 months from the last day of the month in which `Owner
shall have given such notice. Upon any such cancellation of this lease by Owner,
Tenant  shall have no further  obligations  to Owner with  respect to this lease
except for obligations accrued up to the date of cancellation.*

                        If Tenant intends to sublet less than all of the demised
premises as  permitted  under  Section  (1) above,  Owner shall have the option,
exercisable by notice within 30 days after the date of Tenant's notice, to elect
to delete from the demised  premises the space which Tenant  proposes to sublet,
effective  as of 6 months  from the last day of the month in which  Owner  shall
have given such  notice.  If space is deleted  from the demised  premises,  then
effective  as of the date of such  deletion  of  space,  the Fixed  Annual  Rent
hereunder shall abate proportionately  according to the ratio that the number of
square feet of Rentable  Area in the deleted space bears to the number of square
feet of Rentable Area in the entire demised premises and all other provisions of
this  lease  shall  be  appropriately  amended  including,  without  limitation,
Tenant's  Proportionate Share and additional rent payable under this lease based
on the Rentable  Area (and the Parties shall execute and deliver an amendment to
this lease) so as to reflect such diminished  square footage of Rentable Area of
the demised  premises.  Upon any such  deletion of space by Owner,  Tenant shall
have no further  obligation to Owner with respect to the deleted  space,  except
for obligations accrued up to the date of space deletion.  Any costs incurred by
Owner in  separating  the  deleted  space  from  the  remainder  of the  demised
premises,  including  but not limited to, the  erection of demising  walls,  the
installation  and/or separation of meters,  restrooms,  doorways,  etc. shall be
shared equally by Tenant and Owner.*

                        (ii)    If Owner  shall  not have  elected  to cancel or
delete space as aforedescribed, and if within a period of 6 months from the date
of Owner's notice that it will not exercise its option, Tenant has not requested
Owner's  consent to a specific  subletting,  then the provisions of this Article
requiring Tenant to give notice to Owner of intended subletting, and any Owner's
rights to elect, shall again prevail.*

                        (iii)   If Owner shall not exercise the option to cancel
this lease or delete space,  Tenant may actively  seek to obtain an  appropriate
subtenant,  and Tenant  shall  submit (x) the name and address of such  proposed
subtenant,  (y)  reasonably  satisfactory  information  as  to  the  nature  and
character  of the  business of the  proposed  subtenant,  and as to the proposed
nature of its proposed

                                       20
<PAGE>


use of the space, and (z) banking,  financial and other information  relating to
the proposed  subtenant  reasonably  sufficient to enable Owner to determine the
financial responsibility and character of the proposed subtenant.

(iv)    In determining whether or not to consent to a proposed subletting, which
consent  shall not be  unreasonably  withheld  or  delayed,  Owner may take into
consideration all relevant factors surrounding the proposed sublease,  including
the following:

                        a.      The   business   reputation   of  the   proposed
                                subtenant.

                        b.      The nature of the  business and the proposed use
                                of  the  demised   premises   by  the   proposed
                                subtenant.

                        c.      The   financial   condition   of  the   proposed
                                subtenant.

                        d.      Restrictions   contained   in  leases  of  other
                                tenants of the Building  (but said  restrictions
                                shall  not  prohibit  the  use  of  the  demised
                                premises specified in Article 2).

                        e.      Not more than two occupants,  including  Tenant,
                                shall  occupy the  demised  premises  at any one
                                time  (excluding  any subsidiary or affiliate of
                                Tenant and the  permitted  subtenants  providing
                                services to Tenant.*

                (3)     If such  proposed  subletting  is  effected  by  Tenant,
Tenant  shall  pay  to  Owner  a sum  equal  to 50% of (i)  any  rent  or  other
considerations  paid to Tenant by any subtenant less expenses of such subleasing
(including but not limited to brokerage  commissions and costs of  improvements)
in excess of the rent allocable to the demised premises which is then payable by
Tenant to Owner pursuant to the terms hereof,  and (ii) any other profit or gain
realized by Tenant from any such  subletting  less  expenses of such  subleasing
(including but not limited to brokerage  commissions and costs of improvements).
All sums  payable  hereunder  by Tenant  shall be payable to Owner upon  receipt
thereof by Tenant.  Notwithstanding  anything contained herein, this Section (3)
shall be  inapplicable  during  any  period  that  the  holder  of any  mortgage
encumbering the Real Property is Owner hereunder.*

                (4)     Tenant shall not advertise its space for subletting at a
rental rate lower than the greater of the then  comparable  rental rate for such
space in the Town of Mt.  Pleasant  or the rental rate under this lease for such
but may list the  space  with a broker  at such  lower  rate.  When  Owner or an
affiliate  of Owner has other  equivalent  space  available  for  leasing  for a
comparable  term by Owner or an affiliate of Owner,  Tenant shall not sublet all
or any  portion  of the  demised  premises  to an  occupant  of any space in the
Building (or the Park if applicable),  or to any party which has negotiated with
Owner or an  affiliate  of Owner for any space  during the 9 months  immediately
preceding Tenant's request for Owner's consent.*

                (5)     Tenant may not  exercise  its rights  under this Article
prior to the Commencement Date.

                                       21
<PAGE>


                (6)     No sublease of the demised  premises  shall be effective
unless and until Tenant delivers to Owner duplicate  originals of the instrument
of  sublease  (containing  the  provisions  required  by  Section  (7))  and any
accompanying  documents.  Any such sublease shall be subject and  subordinate to
this lease.

                (7)     All subleases  shall (i) be expressly  subject to all of
Tenant's  obligations  hereunder,  (ii) provide  that the sublease  shall not be
assigned,  encumbered  or otherwise  transferred,  that the premises  thereunder
shall not be further sublet by the sublessee,  in whole or in part, and that the
sublease shall neither  suffer nor permit any portion of the sublet  premises to
be used or  occupied  by  others  without  the  prior  consent  of Owner in each
instance and (iii) contain substantially the following provision:

                "In the event a default under any superior lease
                of all or any  portion of the  premises  demised
                hereby  results  in  the   termination  of  such
                superior lease,  this lease shall, at the option
                of the  lessor  under any such  superior  lease,
                remain in full  force and  effect and the tenant
                hereunder  shall  attorn to and  recognize  such
                lessor as Owner  hereunder  and  shall  promptly
                upon such lessor's request,  execute and deliver
                all  instruments  necessary  or  appropriate  to
                confirm such  attornment  and  recognition.  The
                lessee  hereunder hereby waives all rights under
                any  present  or  future  laws or  otherwise  to
                elect,  by  reason  of the  termination  of such
                superior  lease,  to terminate  this sublease or
                surrender  possession  of the  premises  demised
                hereby."

                (8)     Tenant shall remain fully responsible and liable for all
acts and  omissions  of any  subtenant or anyone  claiming  under or through any
subtenant  which  shall be in  violation  of any of the  obligations  of  Tenant
hereunder and any such violation  shall be deemed a violation by Tenant.  Tenant
shall pay Owner on demand any  reasonable  expenses  incurred by Owner in acting
upon any request for consent to subletting pursuant to this Article.

                (9)     Whether  or not  Owner  shall  give its  consent  to any
proposed  sublease,  Tenant  shall  indemnify,  defend and save  harmless  Owner
against  and  from any and all  liabilities,  obligations,  damages,  penalties,
claims,  costs,  charges and expenses  (including  reasonable  attorney's  fees)
resulting  from any  claims  that  may be made  against  Owner  by the  proposed
sublessee,  or by any brokers or other persons  claiming a commission or similar
compensation in connection with the proposed or final sublease.*

                (d)     Article  11 is further  amended by adding the  following
paragraph:

Anything in this  Article or this lease to the contrary  notwithstanding,  Owner
consents  to the  assignment  of this  lease or the  subleasing  of the  demised
premises to any entity  controlling,  controlled by or under common control with
Tenant, or to any entity into which Tenant may be merged or consolidated, or any
person or entity  which is a successor  to the  business of Tenant,  by purchase
thereof or by  arrangement  effected  pursuant to any law or  regulatory  agency
action

                                       22
<PAGE>


having or asserting  such  authority  (provided  such merger,  consolidation  or
purchase is for a valid business  purpose and not principally for the purpose of
transferring  the leasehold  estate created  hereby),  and provided that (i) the
successor to Tenant  resulting from the merger,  consolidation  or purchase is a
bona fide  entity,  (ii) the  successor  to Tenant has a net worth,  computed in
accordance with generally accepted accounting principles,  at least equal to the
greater  of the net  worth of  Tenant  (1)  immediately  prior  to such  merger,
consolidation  or  purchase  or (2) on the date of this  lease,  and (iii) proof
satisfactory  to Owner of such net worth shall have been  delivered  to Owner at
least 30 days prior to the effective date of the transaction. No such assignment
of this lease shall be valid or binding  upon Owner unless the Tenant shall have
complied  with the  provisions of this Article and the assignee  shall  execute,
acknowledge `and deliver to Owner an agreement,  in recordable form, whereby the
assignee agrees  unconditionally  to be bound by and perform all the obligations
of Tenant hereunder then accrued and thereafter  accruing and further  expressly
agrees that notwithstanding such assignment the provisions of this Article shall
continue  to  be  binding  upon  such   assignee  with  respect  to  all  future
assignments.  The failure or refusal of the assignee to execute,  acknowledge or
deliver such an agreement  shall not release the assignee from its liability for
the performance of the obligations of Tenant hereunder  assumed by acceptance of
the assignment of this lease.*

                (e)     Article 16 is amended by adding the following paragraph:

                Without limiting any of the provisions of Articles 16, 17 or 18,
if pursuant to the Bankruptcy  Code of 1978, as the same may be amended,  Tenant
is permitted to assign this lease in disregard of the restrictions  contained in
Article 11, Tenant agrees that adequate  assurance of future  performance by the
assignee  permitted under such Code shall mean the deposit of cash security with
Owner in an  amount  equal  to the sum of one  year's  Fixed  Annual  Rent  then
reserved  hereunder  plus an amount equal to all  additional  rent payable under
this lease for the calendar year preceding the year in which such  assignment is
intended  to become  effective.  Such  deposit  shall be held by Owner,  for the
balance  of the term of this  lease,  as  security  for the  full  and  faithful
performance of all of the obligations under this lease on the part of Tenant yet
to be  performed,  in the manner set forth in  Article 32  (notwithstanding  the
possible prior deletion of Article 32 from this lease). If Tenant receives or is
to receive any valuable consideration for such an assignment of this lease, such
consideration,  after deducting therefrom (i) the brokerage commissions, if any,
and other expenses  reasonably  incurred by Tenant for such  assignment and (ii)
any portion of such consideration  reasonably designated by the assignee as paid
for the purchase of Tenant's property in the demised premises, shall be the sole
and exclusive property of Owner and shall be paid over to Owner directly by such
assignee.

                (f)     Article 18 is amended by adding the following paragraph:

        In the event of a default by Tenant in its obligations under this lease,
beyond applicable grace periods, if any, and the subsequent  termination of this
lease on account of such  default,  in  addition  to  Owner's  other  rights and
remedies,  there shall be immediately  payable by Tenant to Owner, as additional
rent, the amount of all of the following which are incurred,  granted or assumed
by Owner in connection  with the lease:  all rent  concessions;  free rent; rent
credits, contributions or payments by Owner with respect to work or improvements
performed in the

                                       23
<PAGE>


demised premises;  and/or obligations expenses and liabilities of Tenant assumed
or paid for by Owner in consideration of Tenant's entering into this lease.*

                (g)     Article 32 is amended by adding the following:

        Tenant may  deliver to Owner,  in lieu of the cash  deposit set forth in
this Article an irrevocable negotiable letter of credit issued by and drawn upon
such  commercial  bank  selected by Tenant and  acceptable to Owner (at its sole
discretion)  and in form  and  content  acceptable  to  Owner  (also at its sole
discretion) (the form attached hereto as Exhibit D shall be deemed acceptable to
Owner)  for the  account of Owner,  in the sum of  $200,000.00.  Said  letter of
credit  shall be for a term of not  less  than 1 year and  shall be  renewed  by
Tenant  (without  notice  from  Owner)  no  later  than  30  days  prior  to its
expiration, and the expiration of each replacement thereof, until Owner shall be
required to return the  security  to Tenant  pursuant to the terms of this lease
but in no event earlier than 90 days after the  Expiration  Date,  and each such
renewed letter of credit shall be delivered to Owner no later than 30 days prior
to the expiration of the letter of credit then held by Owner.  If any portion of
the security  deposit shall be utilized by Owner in the manner permitted by this
lease,  Tenant  shall,  within 15 days  after  request by Owner,  replenish  the
security  account by depositing with Owner,  in cash or by letter of credit,  an
amount  equal to that  utilized by Owner.  Failure of Tenant to comply  strictly
with the provisions of this Article shall  constitute a material  breach of this
lease and Owner  shall be  entitled to present the letter of credit then held by
it for payment (with notice to Tenant). If the cash security is converted into a
letter of credit,  the provisions  with respect to letters Of credit shall apply
(with  the  necessary  changes  in points of  detail)  to such  letter of credit
deposit.  In the event of a bank failure or  insolvency  affecting the letter of
credit,  Tenant shall replace same within 20 days after being requested to do so
by Owner. *

        Notwithstanding  anything  hereinabove  to the  contrary,  provided this
Lease is in full force and effect and Tenant is not in default hereunder and has
paid rent due  hereunder  within  the grace  periods  of the Lease to date for a
period of 12 consecutive  months, upon the fifteen (15) month anniversary of the
Commencement  Date or any time  thereafter,  the  amount of the letter of credit
shall be reduced to  $150,000.00,  and, in addition,  provided that Tenant shall
maintain  a net  worth in  excess  of  $15,000,000.00  for a period  of five (5)
consecutive  calendar  months,  the  amount of the  letter  of  credit  required
hereunder  shall be  reduced  to  $75,000.00.  Tenant  shall  deliver to Owner a
consolidated  balance  sheet of  Tenant  and its  subsidiaries  and the  related
statements  of income  and of surplus  of Tenant  and its  subsidiaries,  all in
reasonable detail and certified by independent  certified public  accountants of
recognized national standing and reasonably  acceptable to Owner together with a
certification  signed by  Tenant's  chief  financial  officer  that  Tenant  has
maintained  a net  worth in  excess  of $15  million  dollars  for a period of 5
consecutive months. Upon receipt of a replacement letter of credit in the amount
of $150,000.00  or $75,000.00,  as the case may be pursuant to the provisions of
this Article, Owner shall return the original letter of credit to Tenant.*

        60.     OPTION FOR ADDITIONAL SPACE

        A.      (i)     Subject to the provisions of this Article,  Tenant shall
have the  option to lease from  Owner the  balance of the spaces  located in the
Building not included within the

                                       24
<PAGE>


demised premises,  ("Additional  Space") at the expiration of the existing space
leases for such Additional Space, subject to Owner's right to renew such leases,
to the rights of  existing  tenants  and the  requirements  of any tenant of the
Building leasing more than 17,850 square feet ("Larger Tenant").  If the term of
this lease shall be in full force and effect on the  expiration  or  termination
date of the existing  space lease for the Additional  Space,  subject to Owner's
right to renew such leases,  the rights of existing tenants and the requirements
of any Larger  Tenant,  and the date upon which Tenant shall exercise the option
hereinafter referred to, Tenant shall have the option to lease all, but not less
than all of the Additional Space on an as-is basis,  provided Tenant gives Owner
written  notice of such  election  within 15 days  after  Tenant  shall  receive
Owner's  notice that such  Additional  Space is available  for leasing to Tenant
(which  notice  will not be given  more than one (1) year prior to the date such
Additional Space will be available for occupancy). If Tenant fails or refuses to
exercise  this option  within the time period set forth above (time being of the
essence),  then and in such event Tenant shall have no further rights under this
Section  with  respect  to such  portion of the  Additional  Space not leased by
Tenant  pursuant to this Section but Tenant  shall  continue to have such option
for the portion of the  Additional  Space not yet  offered to Tenant.  If Tenant
shall elect to lease the first portion of said  Additional  Space,  Tenant shall
retain its option to lease the balance of the  Additional  Space pursuant to the
terms hereof.  If Tenant shall elect to lease said  Additional  Space:  (w) said
Additional  Space  shall be deemed  incorporated  within and part of the demised
premises on the date that Owner shall notify Tenant that such  Additional  Space
is ready for  occupancy by Tenant,  (x) the Fixed Annual Rent payable  under the
lease shall be  increased  by an amount such that during the balance of the term
of this lease the Fixed Annual Rent for said Additional  Space shall be the then
fair market rent for the Additional Space, as determined in the manner set forth
in clause (ii) below,  (y)  Tenant's  Proportionate  Share shall be increased by
2.12% for each 1,000 square feet of Rentable Area of the Additional Space leased
by Tenant,  and (z) all other terms and  provisions set forth in the lease shall
apply,  except that Owner not be  required  to perform any work with  respect to
said Additional Space.*

The  parties  shall  promptly  execute an  amendment  of this  lease  confirming
Tenant's  election to lease said Additional Space and the  incorporation of said
Additional Space into the demised premises.

                (ii)    Owner and Tenant shall use their best efforts, within 30
days  after  Owner  receives  Tenant's  notice  of its  election  to lease  said
Additional Space,  ("Negotiation Period") to agree upon the Fixed Annual rent to
be paid by Tenant for said  Additional  Space.  If Owner and Tenant  shall agree
upon the Fixed Annual Rent, the parties shall  promptly  execute an amendment to
this lease stating the Fixed Annual Rent for the Additional Space.

                If the parties are unable to agree on the Fixed  Annual Rent for
said Additional Space during the Negotiation  Period, then within 15 days notice
from the other party,  given after  expiration of the Negotiation  Period,  each
party, at its cost and upon notice to the other party, shall appoint a person to
act as an  appraiser  hereunder,  to  determine  the  fair  market  rent for the
Additional  Space.  Each such person shall be a real estate  broker or appraiser
with at least ten years' active  commercial  real estate  appraisal or brokerage
experience  (involving  the leasing of similar space as agent for both landlords
and tenants) in Westchester  County. If a party does not appoint a person to act
as an appraiser within said 15 day period, the person appointed by the

                                       25
<PAGE>


other party shall be the sole  appraiser and shall  determine the aforesaid fair
market  rent.  Each notice  containing  the name of a person to act as appraiser
shall  contain the person's  address.  Before  proceeding  to establish the fair
market rent,  the  appraisers  shall  subscribe  and swear to an oath fairly and
impartially to determine such rent.

                If the two  appraisers are appointed by the parties as stated in
the  immediately  preceding  paragraph,  they shall meet promptly and attempt to
determine the fair market rent. If they are unable to agree within 45 days after
the  appointment of the second  appraiser,  they shall attempt to select a third
person meeting the qualifications  stated in the immediately preceding paragraph
within 15 days after the last day the two  appraisers are given to determine the
fair  market  rent.  If they are  unable to agree on the third  person to act as
appraiser within said 15 day period,  the third person shall be appointed by the
American Arbitration Association, upon the application of Owner or Tenant to the
office of the Association  nearest the Building.  The person appointed to act as
appraiser by the Association shall be required to meet the qualifications stated
in the immediately  preceding  paragraph.  Each of the parties shall bear 50% of
the cost of appointing  the third person and of paying the third  person's fees.
The third person, however selected, shall be required to take an oath similar to
that described above.

                The three  appraisers  shall meet and  determine the fair market
rent.  A decision in which two of the three  appraisers  concur shall be binding
and conclusive upon the parties.  In deciding the dispute,  the appraisers shall
act in  accordance  with the  rules  then in force of the  American  Arbitration
Association,  subject  however,  to such limitations as may be placed on them by
the provisions of this lease.

                After the Fixed  Annual Rent for the  Additional  Space has been
determined by the appraiser or appraisers and the appraiser or appraisers  shall
have notified the parties,  at the request of either  party,  both parties shall
execute and deliver to each other an amendment  of this lease  stating the Fixed
Annual Rent for the Additional Space.

                If the Fixed Annual Rent for said Additional  Space has not been
agreed to or established  prior to the incorporation of said Additional Space in
the demised premises,  then Tenant shall pay to Owner an annual rent ("Temporary
Rent")  which  Temporary  Rent on a per square  foot basis shall be equal to the
Fixed Annual Rent, on a per square foot basis, then being paid by Tenant for the
demised premises.

                Thereafter, if the parties shall agree upon a Fixed Annual Rent,
or the Fixed Annual Rent shall be established upon the determination of the fair
market rent by the  appraiser  or  appraisers,  at a rate at  variance  with the
Temporary Rent (i) if such Fixed Annual Rent is greater than the Temporary Rent,
Tenant shall promptly pay to Owner the difference  between the Fixed Annual Rent
determined by agreement or the appraisal process and the Temporary Rent, or (ii)
if such Fixed Annual Rent is less than the Temporary Rent, Owner shall credit to
Tenant's  subsequent  monthly  installments  of Fixed Annual Rent the difference
between the Temporary Rent and the Fixed Annual Rent  determined by agreement or
the appraisal process.

                In determining the fair market rent for said  Additional  Space,
the appraiser or  appraisers  shall be required to take into account the rentals
at which leases are then being concluded for comparable

                                       26
<PAGE>


space in the Building and in  comparable  buildings in the Town of Mt.  Pleasant
and the step-ups in the Fixed  Annual Rent  pursuant to the terms of this Lease,
any  current  tenant  improvement  allowances  and  rent  abatements  and  other
concessions  of the market and that Tenant is leasing the  Additional  Space "as
is". In no event shall the Fixed Annual Rent for the Additional  Space, on a per
square foot basis, be less than the Fixed Annual Rent for the demised  premises,
on a per square foot basis, as such Fixed Annual Rent shall escalate pursuant to
the terms and provisions of this Lease.*

                B.      The option  granted to Tenant  under this Article 60 may
be exercised only by Tenant,  its permitted  successors and assigns,  and not by
any subtenant or any successor to the interest of Tenant by reason of any action
under the Bankruptcy Code, or by any public officer, custodian, receiver, United
States Trustee, trustee or liquidator of Tenant or substantially all of Tenant's
property.  Tenant shall have no right to exercise any of such options subsequent
to the date  Owner  shall  have the  right to give  the  notice  of  termination
referred to in Article 17.  Notwithstanding the foregoing,  Tenant shall have no
right to  exercise  the option  granted to Tenant  hereunder  if, at the time it
gives  notice of such  election (i) Tenant shall not be in occupancy of at least
80% of the  demised  premises  (for  purposes  of  such  calculation,  permitted
subleases  to  subtenants  providing  services  to  Tenant  shall be  considered
occupied  by  Tenant) or {ii) the  demised  premises  shall be the  subject of a
sublease.  If Tenant shall have elected to exercise its option  hereunder,  such
election shall be deemed withdrawn if, at any time after the giving of notice of
such election and prior to the occupancy of the Additional  Space,  Tenant shall
sublease all or any part of the demised premises other than permitted  subleases
to subtenant s providing services to Tenant.*

                                       27
<PAGE>


                                                                     EXHIBIT "A"

                              Rules and Regulations

1.     Tenant shall keep its loading dock areas free of refuse and debris.*

2.     The  sidewalks,  entrances,  passages,  lobbies,  elevators,  vestibules,
stairways,  corridors  and halls shall not be obstructed or encumbered by Tenant
or used for any  purpose  other than  ingress and egress to and from the demised
premises.  Tenant shall not permit any of its invitees to  congregate  in any of
said  areas.  No door mat shall be placed or left in any public hall (or outside
any entry door of the  demised  premises).  No property of Tenant may be kept or
placed outside the demised premises.

3.     Tenant and its  invitees  shall not litter any portion of any public area
of the Building, the Park, if applicable, or the Real Property. *

4.     Tenant shall not mark, paint, drill into or in any way deface any part of
the demised  premises or the Building  without  Owner's  consent,  which consent
shall not be  unreasonably  withheld  or delayed  except  that  Tenant may mount
shelves, hang pictures,  perform incidental painting,  wallpapering and paneling
so long as Tenant  removes  same and  repairs  any damage at the  expiration  or
earlier  termination  of this lease.  No boring,  cutting or  stringing of wires
shall be  permitted,  except with the prior  consent of Owner,  and as Owner may
direct.*

5.     The sashes,  sash  doors,  skylights,  windows and doors that  reflect or
admit light and air into the halls,  passageways  and other public  places shall
not be covered or  obstructed  by Tenant.  Bottles,  parcels and other  articles
shall not be placed on window sills by Tenant.

6.     No showcases or other articles shall be put in front of or affixed to any
part of the  exterior of the  Building,  nor placed in the halls,  corridors  or
vestibules by Tenant.

7.     Tenant shall not  discharge,  or permit to be discharged  any  materials,
which may cause  damage,  into waste lines,  vents or flues.  The water and wash
closets and other plumbing fixtures shall not be used for any purpose other than
those for which they were designed and constructed,  and no sweepings,  rubbish,
rags,  corrosives,  acids  or other  substances  shall be  thrown  or  deposited
therein.  All damages  resulting from any misuse of such fixtures shall be borne
by the tenant who, or whose invitees, shall have caused the same.

8.     No unreasonably loud noise  (including,  but not limited to, music or the
playing of musical  instruments,  recordings,  radio or  television)  which,  in
Owner's reasonable judgment,  might disturb other tenants in the Building or the
Park, if  applicable,  shall be made or permitted by Tenant except the foregoing
shall not preclude Tenant from using the demised premises for the permitted use.
Nothing shall be done or permitted in the demised premises by Tenant which would
impair or  interfere  with the use or enjoyment by any other tenant of any other
space in the  Building  or the  Park,  if  applicable.  Tenant  shall  not throw
anything out of the doors, windows or skylights or into the passageways.*

                                       28
<PAGE>


9.     No equipment which generates noise or vibration (excluding replacement or
upgrade of Tenant's initial  equipment) may be installed in the demised premises
except with the prior consent of Owner,  which consent shall not be unreasonably
Withheld or delayed and as Owner may  reasonably  direct.  Any  condition  which
causes  transmission  of sounds,  noise or  vibrations  outside  of the  demised
premises shall be corrected by Tenant.*

10.    Neither  Tenant nor its  invitees  shall  bring or keep upon the  demised
premises  any  explosive  fluid,  chemical or  substance,  nor any  flammable or
combustible objects or materials.

11.    No awnings or other projections shall be attached to the outside walls of
the Building.  No curtains,  blinds,  shades, or screens shall be attached to or
hung in, or used in connection with, any window or door of the demised premises,
without the prior consent of Owner.  Such  curtains,  blinds,  shades or screens
must be of a quality,  type,  design  and color,  and  attached  in the  manner,
approved by Owner.

12.    Except as  provided  in the  lease,  no sign,  insignia,  advertisements,
object,  notice or other  lettering  shall be exhibited,  inscribed,  painted or
affixed  by any  Tenant on any part of the  outside  or  inside  of the  demised
premises or the  Building  without  the prior  written  consent of Owner,  which
consent shall not be unreasonably withheld or delayed with respect to any entity
resulting from a merger or consolidation  with Tenant,  any entity succeeding to
the business and assets of Tenant,  any subsidiary of Tenant, any unincorporated
division of Tenant and any permitted  subtenants.  In the event of the violation
of the foregoing by Tenant, Owner may remove the same without any liability, and
may charge the expense  incurred in such removal to Tenant.  Interior  signs and
lettering on doors and directory  tablets shall,  if and when approved by Owner,
be inscribed,  painted or affixed by Owner at the reasonable  expense of Tenant,
and shall be of a size, color and style acceptable to Owner.*

13.    Owner  reserves  the  right  to  rescind,  alter  or  waive  any  Rule or
Regulation at any time  prescribed for the Building,  when, in its judgment,  it
deems it necessary or desirable for the reputation,  safety,  care or appearance
of the Building,  Real Property or the Park, if applicable,  or the preservation
of good order therein,  or the operation or maintenance of the Building,  or the
Park,  if  applicable,  or the equipment  thereof,  or the comfort of tenants or
others  in the  Building.  No  recession,  alteration  or  waiver of any Rule or
Regulation in favor of one tenant shall  operate as a rescission,  alteration or
waiver in favor of any other tenant.

14.    Tenant shall, upon the termination of its tenancy, turn over to Owner all
keys of the demised  premises  and  stores,  offices  and toilet  rooms,  either
furnished  to, or otherwise  procured by, Tenant and in the event of the loss of
any keys, Tenant shall pay to Owner the cost of replacing the locks and keys.

15.    The demised premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose. Canvassing,  soliciting and peddling in the Building
are prohibited and Tenant shall cooperate to prevent the same.  Tenant shall not
cause or permit any odors of cooking or other  processes or any odors to emanate
from the demised  premises which would annoy other tenants or create a public or
private nuisance.  No cooking shall be done in the demised premises except as is
expressly  permitted  in the lease or for an  occasional  meeting or  reception.
Tenant

                                       29
<PAGE>


shall not use the  demised  premises  for medical or health care uses or for the
treatment  of any  patients  in the demised  premises.  No  bicycles,  vehicles,
animals, fish or birds of any kind shall be brought into or kept in or about the
demised premises.*

16.    Tenant  shall  keep the  interior  glass of all  windows  in the  demised
premises  clean at all times.  However,  Tenant  shall not be  required to clean
windows more often than once every two (2) months.*

17.    Tenant shall not operate any propane forklifts in the demised premises.

18.    Owner shall not  unreasonably  withhold or delay from Tenant any approval
provided for in the Rules and Regulations.


                                       30
<PAGE>


                                                                       EXHIBIT B

                               WORK SPECIFICATIONS

       Warehouse/Tech  area to be  generally  unfinished  open  space  except as
specifically provided for below:

       1.     Walls:

              A.     Walls shall be sheetrock,  one coat taped,  to underside of
                     slab above unless otherwise noted on Floor Plan attached.

2.     Doors:

              A.     Exterior Access Doors:

                     Exterior   doors   shall  be   plate   glass,   framed   in
                     architectural metal, with door closer, 3'0" nominal width X
                     7'0".

              B.     Overhead Door (1):

                     Dock  height  48",  8'  X  10'  opening  framed  in  steel,
                     three-section  metal insulated door mounted on roller track
                     manually operated, painted. Overhead door to be provided in
                     accordance  with  available  modular  openings  in exterior
                     wall.

              C.     Interior Connecting Doors (to Tenant offices):

                     3'0" X 7'0" solid core  birch door or  similar,  stained or
                     painted 1 3/4" thick set in hollow metal frame.

3.     Ceilings:

              A.     Warehouse  Area:  Open bar joist ceilings and exposed metal
                     roofing deck.

              B.     Office Area:

                     Ceilings  shall  be  2' X 4'  textured  acoustical  ceiling
                     panels laid in a suspended  tee system.  Grid system may be
                     continuous or room-contained at Owner's option.

4.     Floors:

              A.     Concrete slab on ground with  reinforced 6' x 6' -- #10/#10
                     wire mesh or fiber  mesh  reinforcement  rated for 300 lbs.
                     per square foot on the lower level and 125 lbs.  per square
                     foot on the upper level.

                                       31
<PAGE>


5.     Hardware:

              A.     Passage set on connecting  door,  lock sets on access doors
                     including hinges, bucks, and door stops where required.

6.     Heating and Air Conditioning:

              A.     Heating and Air Conditioning  where specified on floor plan
                     attached shall be by a roof mounted gas fired ducted system
                     separately    zoned    from    office.    Any    additional
                     air-conditioning  requirements above Owner's standard shall
                     be at Tenant's cost and expense.

7.     Lighting:

              A.     Lighting  shall  be by  means  of 2  lamp  96"  fluorescent
                     fixtures   installed  on  bar  joist  webs.  Initial  light
                     intensity shall be 30 foot candle average.

8.     Outlets and Terminals:

              A.     Owner will  provide one electric  panel at each  electrical
                     meter  location  with at least 24 circuit  breakers.  Owner
                     will make no other  distribution  of electricity  except to
                     wire lighting and heating fixtures.

9.     Switches:

              A.     Switches  will be provided  for one bank of lighting at the
                     main entrance door and at any  connecting  door to Tenant's
                     office premises.  All other lighting  circuits to be on the
                     main panel.

10.    Telephone:

              A.     Tenant  shall make  application  directly to the  telephone
                     company  or  other   installer  for  the   installation  of
                     telephone service.  Owner does not provide or initiate such
                     service.

11.    Windows and Blinds:

              A.     Owner to provide all window coverings. Window coverings are
                     mandatory for all of tenant's windows which are adjacent to
                     office areas (as distinguished from loading areas).

              B.     Owner to provide window  coverings of the thin slat Levolor
                     type blinds.  All other  materials to be subject to Owner's
                     consent.

                                       32
<PAGE>


12.    Utilities:

              A.     Owner will install electric service to tenant's premises of
                     400 AMPS, 277/480V, 3 phase, 4 wire.

              B.     Gas service will be adequate for serving suspended warm air
                     furnaces and hot water heater.

              C.     Owner shall  supply  water for all  ordinary  sanitary  and
                     janitorial  purposes  free of charge,  and shall  install a
                     water  heater with  adequate  capacity for normal rest room
                     use.   Tenant  will   install  own  water  meter  if  water
                     consumption exceeds normal sanitary and janitorial needs.

13.    Rest Rooms:

                     As shown on the floor plan attached hereto.

14.    Studio Area:

Tenant is responsible for all construction in association with the video studio.
Owner shall  deliver  this area  unfinished  with an open  ceiling and  concrete
floor.

The following standards shall pertain to office improvements:

1.     Partitions:

              A.     Interior Partitions:

                     Owner shall supply interior partitions. Partitions shall be
                     of metal stud drywall  construction,  with sheetrock finish
                     taped on both  sides,  painted,  provided  with  vinyl base
                     burnt umber.

              B.     Demising Partitions:

                     Partitions  between  tenants shall be of sound  attenuating
                     construction,  to the  underside  of the roof,  metal  stud
                     drywall  construction,  two layers of sheetrock  both sides
                     finished,  taped and painted on tenant's  office side, with
                     sound insulation batts between studs.

2.     Doors:

              A.     Exterior Main Entrance Doors:

                     Exterior   doors   shall  be   plate   glass,   framed   in
                     architectural metal, with door closer, 3'0" nominal width X
                     7'0".

              B.     Interior Doors:

                                       33
<PAGE>


                     (i)    Main Passage:

                            3'0" X 7'0" solid core flush birch doors  stained or
                            painted 1 3/4" thick, set in hollow metal frame.

                     (ii)   Minor Passage and Office Doors:

                            3'0" X 7'0" solid core flush doors  stained birch or
                            painted 1 3/4" thick set in hollow metal frame.

                     (iii)  Executive Offices:

                            3'0" X 7'0" solid core birch door stained or painted
                            1 3/4" thick set in hollow metal frame.

                     (iv)   Closet and Bathroom Doors:

                            3'0" X 7'0" solid core birch door stained or painted
                            1 3/4" thick set in hollow metal bucks. ,."

                     (v)    Sliding Doors:

                            2 or 3 panel  as  required  solid  core  stained  or
                            painted 1 3/4"  thick set in  trimmed  opening  with
                            metal track.

3.     Hardware:

              A.     Owner shall supply and install all necessary  hardware such
                     as  passage  sets,  hinges,  bucks  and  door  stops  where
                     required. Locks will be furnished only on entrance and exit
                     doors. Private rest rooms shall have privacy locks.

4.     Ceilings:

              A.     Ceilings  shall  be  2' X 4'  textured  acoustical  ceiling
                     panels laid in a suspended  tee system.  Grid system may be
                     continuous or room-contained at Owner's option.

5.     Window Coverings:

              A.     Owner to provide all window coverings. Window coverings are
                     mandatory for all of tenant's windows

              B.     Owner to provide window  coverings of the thin slat Levolor
                     type blinds.  All other  materials to be subject to Owner's
                     consent.

                                       34
<PAGE>


6.     Flooring:

                     All floors shall be covered with Owner's  standard grade of
                     carpet  or  vinyl,  composition  tile to be  selected  from
                     Owner's standard samples as to type and color.

7.     Painting:

              A.     Painting  wherever  specified shall consist of two coats in
                     flat latex  colors to be  selected  from  Owner's  standard
                     color chart. No more than one color for each enclosure.

8.     Air-Conditioning and Heating:

              A.     Entire office area shall be heated and air-conditioned by a
                     roof-mounted  combination  heating/cooling  unit and a duct
                     system, to maintain,  for heating 70 degrees F. inside when
                     outside  temperature  of 0 degrees  F. with a maximum  wind
                     velocity of 15 MPH and,  for  cooling  inside 80 degrees F.
                     dry  bulb  with  a  50%  relative   humidity  when  outside
                     temperature is 95 degrees F. dry bulb and 75 degrees F. wet
                     bulb. Air conditioning  specifications  are designed on the
                     basis of doors and  windows  being  closed,  as well as all
                     glass areas in the air conditioned  premises being provided
                     with  venetian  blinds,  shades  or drapes  which  shall be
                     closed,  depending  on the  position  of the  sun.  Ceiling
                     diffusers  shall be  metal,  vaned  with  manual  adjusting
                     dampers.  Return  registers  shall be of plastic  egg crate
                     type.  Number  and size of  roof-mounted  units and  zoning
                     shall be as determined by Owner's engineers.

9.     Water:

              A.     Owner shall  supply  water for all  ordinary  sanitary  and
                     janitorial  purposes  free of charge,  and shall  install a
                     water  heater with  adequate  capacity for normal rest room
                     use.

10.    Lighting:

              A.     Owner shall supply and install 2' x 4' drop-in  fluorescent
                     lighting fixtures (4 lamp, 40w each) with prismatic lenses,
                     not to exceed  one  fixture  for  every 80  square  feet of
                     ceiling area.

11.    Convenience Outlets:

              A.     Owner  will  install,  in  interior  partitions,  up to one
                     duplex  convenience  outlet  (110 volt) for each 100 square
                     feet of floor  area  (approximately  6  outlets  per 20 amp
                     circuit).

                                       35
<PAGE>


12.    Switches:

              A.     Wall-mounted  switches  will be  provided  in any  entrance
                     foyer, all private offices,  rest rooms, and for open areas
                     at major passage doors.

13.    Telephone:

              A.     Tenant  shall make  application  directly to the  telephone
                     company  or  other   installer  for  the   installation  of
                     telephone service.  Owner does not provide or initiate such
                     service.

14.    Rest Rooms:

                     As shown on floor plan attached hereto.

15.    Substitutions:

              A.     No  credit  will  be  given  for  building  standard  items
                     omitted.

The Floor  Plan  attached  hereto as Exhibit C and the Work  Specifications  set
forth above  generally  describe  the work to be  performed  by Owner under this
lease.  Prior to the  commencement of the performance of Owner's work, Owner and
Tenant  shall  each  approve  the  construction  drawing  to be used by Owner to
perform the work.

Real estate taxes assessed  against any item of construction  which is a part of
Owner's  standard work letter or customary  installation are included as part of
the Lease terms set forth herein.  If any additional  specifications,  extras or
non-standard items of improvement give rise to the assessment of additional real
estate taxes, such taxes shall be for the account of Tenant.

All selections or  designations  to be made by Tenant are to be made within five
(5)  business  days  after  request  by  Owner.  If  Tenant  has not  made  such
designations or selections within said period,  the Owner shall be authorized to
do so on behalf of Tenant.

                                       36
<PAGE>


                                    EXHIBIT D

                                   SAMPLE FORM

                          IRREVOCABLE LETTER OF CREDIT

                      STANDBY LETTER OF CREDIT #__________

BENEFICIARY:                       APPLICANT:

Mack-Call Realty, L.P.
100 Clearbrook Road
Elmsford, New York 10523

Gentlemen:

We hereby open our Irrevocable  Letter of Credit # in your favor for the account
of: up to an aggregate  amount of US CURRENCY ( US DOLLARS)  available by one or
more sight drafts drawn on us accompanied by:

       1)     Beneficiary's signed statement either A or B as follows:

              A)     "________________ (Tenant) is in default under the terms of
                     the lease  beyond any grace  period  provided in the Lease;
                     said Lease is dated (Date of your original  Lease  signing)
                     and covers  property in a portion of the building  known as
                     _________________,   of  approximately  ___________  square
                     feet,   located   in   _____________________    County   of
                     Westchester, State of New York."

                                                 OR

              B)     "________________  Letter  of Credit  #___________  has not
                     been  extended for an  additional  one year period from its
                     expiration  date and said  Letter  of  Credit  will  expire
                     within forty-five (45) days from the date of our drawing."

                                                 AND

       2.     The original of this Letter of Credit and Amendments, if any.

The sight draft must bear this Clause - "DRAWN  UNDER (NAME OF BANK),  LETTER OF
CREDIT #________________, DATED ________________.

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<PAGE>


       THIS LETTER OF CREDIT IS TRANSFERABLE

       Transfer of this credit must conform  strictly to the terms hereof and to
       the  conditions  of Article 54 of the Uniform  Customs and  Practice  for
       Documentary  Credits  (1983  Revision  in force as from  October 1, 1984)
       fixed by the International  Chamber of Commerce .Publication #400. Should
       you wish to effect a transfer  under this credit,  such  transfer will be
       subject to the  return to us of this  advice  accompanied  by our form of
       transfer  properly  signed by you and  verified by your  bankers that the
       signature is valid, and subject to your payment of our customary transfer
       charge.


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