Exhibit 10.4

                                   SPACELY LLC
                                 345 PARK AVENUE
                            NEW YORK, NEW YORK 10154

                                                             As of June 27, 2002


PWR Systems, Inc.
3512 Veterans Memorial Highway
Bohemia, New York 11716

         Re:       Lease dated as of the 15th day of December, 2001, between
                   Spacely LLC, as landlord (referred to herein as "Owner"), and
                   PWR Systems, Inc., as tenant (referred to herein as
                   "Tenant"), affecting a portion of the Digital Building known
                   as Suite T-115 (the "Demised Premises") and located at 3500
                   Sunrise Highway (a/k/a known as the Long Island Business and
                   Technology Center), Islip, New York (referred to as the
                   "Building"; said lease, as modified by various written
                   agreements, if any, is collectively referred to herein as the
                   "Lease")

Gentlemen:

          This  letter  (this  "Letter  Agreement")  is written to set forth our
understandings with respect to the Lease, as follows:

     WHEREAS:

          1. Tenant has informed Owner that it is desirous of amending the Lease
so as to permit Tenant to install three (3) satellite dishes on the roof of the
Building, and, accordingly, has requested that Owner to enter into this Letter
Agreement;

          2. Tenant acknowledges and agrees that, as of the date hereof, Tenant
is in arrears in its monthly payments of Fixed Rent and additional rent in the
aggregate amount of $15,436.28 (the "Arrears"), which are due and owing to Owner
under the Lease; and

          3. Owner is agreeable to entering into this Letter Agreement, on the
condition that (i) Vincent DiSpigno, the President and CEO of Tenant, executes
this Letter Agreement as the hereinafter defined "Guarantor", and (ii) Tenant
pays the Arrears to Owner in accordance with the provisions of the Letter
Agreement;


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PWR Systems, Inc.
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          NOW, THEREFORE, in consideration of the premises and in order to
induce Owner to amend the Lease and to enter into this Letter Agreement, the
parties hereto hereby agree as follows:

               FIRST: The Lease is hereby modified as follows:

               A. The following language shall be inserted immediately prior to
the word "Alterations."  in Article FOURTH of the Lease:

               "SECTION 4.01"; and

               B. The following new Section 4.02 shall be added to and become
part of Article FOURTH of the Lease:

               "SECTION 4.02. A. Installation, Maintenance, Operation and Repair
               of Tenant's Satellite Equipment. Subject to Tenant's compliance
               with the provisions of this Subdivision A, Tenant may, subject to
               the provisions of this Lease, install, maintain, upgrade,
               operate, repair and replace on the roof of the Building three (3)
               satellite dishes of Tenant, each approximately one (1) meter in
               diameter (referred to herein, collectively, as the "Dishes", and
               together with the hereinafter defined "Tenant's Connecting
               Equipment" and the "Tenant's Future Equipment", sometimes
               referred to herein, collectively, as "Tenant's Satellite
               Equipment"). In the event that Tenant seeks to install such
               Tenant's Satellite Equipment, Tenant shall make a written request
               for Owner's consent to the installation of Tenant's Satellite
               Equipment. Such request shall include detailed plans and
               specifications of the proposed Tenant's Satellite Equipment, its
               placement on the roof of the Building (including the method of
               installation and the proposed location of Tenant's cables,
               conduits and wires (referred to herein as "Tenant's Connecting
               Equipment") connecting such Dishes to equipment in the Demised
               Premises running through conduits, pipes or shafts in the
               Building, the exact location of which shall be designated by
               Owner. If Owner determines, in Owner's sole judgment, that there
               is such room, then Tenant shall have the right to install
               Tenant's Satellite Equipment on the roof of the Building, the
               exact location of which shall be approved by Owner. All of the
               foregoing installations of Tenant's Satellite Equipment shall be
               made at Tenant's sole cost and expense and in accordance with all
               the provisions of this Lease, including, but not limited to, the
               provisions of this Article FOURTH and Article ELEVENTH. Owner
               shall have no responsibility for the maintenance and repair of
               Tenant's Satellite Equipment and Tenant, at Tenant's sole cost
               and expense, shall keep all said installations of Tenant's
               Satellite Equipment in good condition and make all necessary
               repairs and replacements thereto and to the Building occasioned
               thereby. Tenant, at Tenant's


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               cost and expense, shall repair any damage to the Building
               occasioned by the installation, maintenance, relocation or
               removal of such Tenant's Satellite Equipment. Tenant further
               agrees that the maintenance and operation of Tenant's Satellite
               Equipment shall comply with the provisions of Article ELEVENTH
               hereof, including, but not limited to, all Legal Requirements.
               The installation of Tenant's Satellite Equipment shall be made on
               behalf of Tenant by a contractor or contractors designated by
               Tenant and approved by Owner, which approval shall not be
               unreasonably withheld, conditioned or delayed. Tenant further
               understands and agrees that the aesthetic characteristics of the
               Building are of significant commercial importance to Owner and,
               therefore, Tenant shall ensure that the installed appearance of
               Tenant's Satellite Equipment will be subject to Owner's prior
               written approval.

                           B. End of Term. Upon the Expiration Date or sooner
               termination of the Demised Term, Tenant, at Tenant's sole cost
               and expense, shall remove such installations and make all repairs
               to the Building occasioned by such removal. If Owner elects,
               however, to have Tenant's Connecting Equipment remain in the
               Demised Premises, such installations shall remain in the Demised
               Premises at no cost and expense to Owner. Tenant's Satellite
               Equipment and any associated future installations (referred to
               herein as "Tenant's Future Equipment") shall be subject to such
               conditions with respect to the installation, operation and
               maintenance thereof as may reasonably be imposed by Owner,
               including, but not limited to, those conditions set forth in
               Subdivision A of this Section 4.02.

                           C.      (1) No Interference/Shutdown. Tenant agrees
                                   that Tenant's ------------------------
                                   Satellite Equipment shall be designed,
                                   operated, installed and maintained in such a
                                   manner that it shall not (i) interfere with
                                   any other then existing telecommunication
                                   equipment on or in the Building, or (ii)
                                   interfere or threaten to interfere with the
                                   use of the roof of the Building, or if
                                   applicable "set-back", or any other part of
                                   the Building by Owner or any tenant,
                                   licensee, user or occupant of the Building,
                                   including the operation of communication or
                                   computer equipment by such person or (iii)
                                   create or threaten to create any danger to
                                   the health and safety of persons or the
                                   Building or to the environment and all other
                                   tenants of the Building shall be deemed third
                                   party beneficiaries of the foregoing
                                   provision with the right to enforce the same.
                                   For the purpose hereof, such interference
                                   shall include (i) any electrical,
                                   electromagnetic or radio frequency
                                   interference, (ii) any restrictions or
                                   limitation of any space tenants in the
                                   Building to conduct their business therein or
                                   use or occupy their space, or (iii) the needs
                                   of other space


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                                   tenants in the Building. If, in the judgment
                                   of Owner, any such interference or danger
                                   shall occur or might occur as a result of the
                                   operation of Tenant's Satellite Equipment,
                                   then Tenant shall promptly correct or cure
                                   such situation at Tenant's sole cost and
                                   expense including Tenant's promptly ceasing
                                   operation and use of Tenant's Satellite
                                   Equipment (except for intermittent testing on
                                   a schedule approved by Owner) until the
                                   interference or emergency situation has been
                                   corrected to the satisfaction of Owner.

                                   If Tenant shall fail to promptly remedy or
                                   cure such interference, whether by shutting
                                   down of Tenant's Satellite Equipment or
                                   otherwise, then, Owner may act, at Tenant's
                                   cost and expense, to shut down Tenant's
                                   Satellite Equipment to eliminate such
                                   interference and/or correct such emergency
                                   situation and Owner shall have no liability
                                   to Tenant as a result thereof. Any such sums
                                   due Owner from Tenant pursuant to the
                                   provisions of this Section shall be deemed
                                   added to the Fixed Rent and shall be deemed
                                   additional rent, paid and collectable as part
                                   of such Fixed Rent and such obligation of
                                   Tenant shall survive the termination or
                                   cancellation of this Lease.

                                   (2) Owner's Relocation Right. Owner reserves
                                   the absolute right (referred to herein as
                                   "Owner's Relocation Right") to require that
                                   Tenant shall relocate Tenant's Satellite
                                   Equipment, or any item thereof, to another
                                   location in or on the Building. In the event
                                   that such relocation is requested by Owner
                                   and/or is required by any Legal Requirement
                                   or Governmental Authority, then Tenant shall,
                                   at Tenant's cost and expense, relocate
                                   Tenant's Satellite Equipment to such new
                                   location on or before the date set forth in
                                   Owner's notice to Tenant of such relocation
                                   provided that such date shall not be earlier
                                   than thirty (30) days of the date of Owner's
                                   notice to Tenant exercising such Owner's
                                   Relocation Right.

                                   (3) No Owner Responsibility. Owner shall have
                                   no responsibility with respect to any
                                   interference with Tenant's Satellite
                                   Equipment. Any interference with Tenant's
                                   Satellite Equipment shall not be deemed to
                                   constitute an actual or constructive
                                   eviction, in whole or in part, or entitle
                                   Tenant to any abatement or diminution of
                                   rent, or relieve Tenant from any of its
                                   obligations under this Lease, or impose any
                                   liability upon Owner or its agents by reason
                                   of inconvenience or annoyance to Tenant, or


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                                   injury to or interruption of Tenant's
                                   business or otherwise. Notwithstanding any
                                   right of election on Owner's part to have
                                   Tenant's Connecting Equipment remain in the
                                   Demised Premises as hereinabove set forth,
                                   all other Tenant's Satellite Equipment shall,
                                   for all other purposes of this Lease, be
                                   deemed Tenant's Personal Property.

                           D. Use. Tenant (or Tenant's agents, as approved or
                  authorized by Owner) shall use Tenant's Satellite Equipment
                  solely for purposes of providing communications services used
                  in the operation of Tenant's business activities as "general
                  offices and computer center for its information technology
                  business". Tenant shall have no right to use Tenant's
                  Satellite Equipment for any other purpose. Without limiting
                  the aforesaid, Tenant is expressly forbidden to use Tenant's
                  Satellite Equipment to provide telecommunications services to
                  any other person or entity. Tenant acknowledges and agrees
                  that Owner may grant similar rights or licenses to other
                  communication companies or tenants of the Building to place
                  similar telecommunications equipment next to Tenant's
                  Satellite Equipment on or in the Building.

                           E. Electricity. Electricity for the use and operation
                  of Tenant's Satellite Equipment shall be provided and charged
                  in the same manner as set forth in Section 6.01 of the Lease,
                  provided, however, Owner shall have no obligation to provide
                  any other utilities for the operation of Tenant's Satellite
                  Equipment and Owner makes no representation as to the
                  availability of such utilities.

                           F. Access. Tenant and Tenant's representatives,
                  approved and authorized by Owner in advance, shall have access
                  to Tenant's Satellite Equipment (x) during regular business
                  hours, if access is not obtained through other tenant spaces
                  of the Building or (y) after regular business hours, if access
                  is obtained solely through other tenant spaces of the Building
                  upon reasonable advance notice to Owner, and, in the event of
                  an emergency with respect to Tenant's Satellite Equipment,
                  upon such advance notice as is reasonably practicable under
                  the circumstances. Such access by Tenant shall be subject in a
                  manner as Owner shall reasonably designate with respect to
                  safety and to prevent interference with the use and operation
                  of the Building by Owner and the other tenants or occupants
                  thereof."


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               SECOND: In consideration of Owner permitting Tenant to install
Tenant's Satellite Equipment, the Fixed Rent reserved in the Lease shall be
increased by the sum of FIVE THOUSAND and 00/100 ($5,000.00) DOLLARS per annum
from the date of this Letter Agreement to the Expiration Date or sooner
termination of the Demised Term, and the monthly installments of Fixed Rent
shall be increased accordingly by the sum of FOUR HUNDRED SIXTEEN and 67/100
($416.67) DOLLARS to conform with such increase in the Fixed Rent.

               THIRD: Tenant agrees that, from and after the date of this Letter
Agreement, Tenant shall pay to Owner (in addition to the Fixed Rent and
additional rent due and payable under the Lease), on or before the fifteenth
(15th) day of each calendar month, the amount of THREE THOUSAND THREE HUNDRED
TWENTY-ONE AND 76/100 ($3,321.76) DOLLARS (the "Monthly Arrears Installments"),
on account of, and to be applied towards the reduction of, the Arrears. Owner
shall apply such Monthly Arrears Installments towards the reduction of the then
remaining outstanding Arrears until such time as the Arrears have been paid in
full. In the event that the last Monthly Arrears Installment paid by Tenant
results in an over payment of the then outstanding Arrears, Owner shall apply
such "overpaid" amount towards the next accruing installment of Fixed Rent. The
Monthly Arrears Installments shall be collectable in the same manner as Fixed
Rent, and Owner shall have (i) all of the rights and remedies under the Lease
and at law to collect same as Fixed Rent, and (ii) the right to find an Event of
Default to have occurred under the Lease in the event that Tenant fails to
timely pay any Monthly Arrears Installment as aforesaid.

               FOURTH: Capitalized terms in this Letter Agreement shall have the
same meaning ascribed to them in the Lease, unless otherwise noted herein.

               FIFTH: Tenant represents and warrants to Owner that no broker was
responsible for bringing about this Letter Agreement.

               SIXTH: Except to the extent expressly modified by the provisions
of this Letter Agreement, the Lease is hereby ratified and confirmed in all
respects.


                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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               Please execute a copy of this letter agreement at the foot
thereof to confirm your agreement with all of the foregoing.

                                     Very truly yours,


                                     SPACELY LLC, OWNER

                                     By: Rudin LITC Associates, Managing Member

                                     By:/s/ William C. Rudin
                                        ------------------------
                                        Name: William C. Rudin
                                        Title: Managing Member

ACCEPTED AND AGREED:

PWR SYSTEMS, INC., TENANT

By: /s/ Vincent DiSpigno
   -------------------------
      Name: Vincent DiSpigno
      Title: CEO