Exhibit 10.1
         LEASE

         Lease  (referred  to herein as the  "Lease")  made as of the 1st day of
June 2000, between SPACELY LLC, a Delaware limited liability company, authorized
to transact business in New York State, having an office at 345 Park Avenue, New
York,  New York, as Landlord  (referred to herein as "Owner"),  and PWR SYSTEMS,
INC., a Delaware corporation authorized to transact business in the State of New
York,  having an office at 3512 Veterans  Memorial  Highway,  Bohemia,  New York
11716, as Tenant (referred to as "Tenant").

                              W I T N E S S E T H :

         WHEREAS:

                  1. Owner is the owner of the  buildings  (referred  to herein,
collectively,  as the  "Building")  at 3500  Sunrise  Highway  known as the Long
Island Technology Center in the Town of Islip,  County of Suffolk,  State of New
York.  The  Building  together  with the plot of land  upon  which it  stands is
referred to as the "Real Property".

                  2. Tenant  desires to lease a portion of the Tech  Building on
the first (1st) floor indicated by outlining and diagonal  markings on the floor
plan annexed as Exhibit 1 for a period of five (5) years and three (3) months to
be used as general and/or executive offices; and

                  3.  Owner is  willing to lease such space to Tenant and Tenant
is  willing  to enter  into  such  lease  all under  the  terms,  covenants  and
conditions set forth herein.


         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein the parties agree as follows:

         FIRST:  Grant of Lease and Demised  Term:  Owner does  hereby  grant to
Tenant upon the terms and  conditions  of this Lease a lease to use a portion of
the Building which is delineated by outlining and diagonal markings on the floor
plan  annexed  hereto and made a part hereof as Exhibit 1 (referred to herein as
the "Demised  Premises").  The Lease shall be for a term  (referred to herein as
the  "Demised  Term") of five (5) years and three (3) months to commence on June
1, 2000, (such date is referred to herein as the "Commencement Date") and to end
on August 31,  2005,  (the  "Expiration  Date"),  unless the Demised  Term shall
sooner  terminate  pursuant to any of the terms or  conditions  of this Lease or
pursuant to law. Tenant waives any right to recover

<PAGE>

any damages which may result from Owner's  failure to deliver  possession of the
Demised Premises to Tenant on the Commencement Date.

         SECOND:  Rent: (A) Tenant shall pay to Owner an annual rent  (sometimes
referred  to as "Fixed  Rent") of EIGHTY  TWO  THOUSAND  SIXTY  FIVE and  50/100
($82,065.50)  DOLLARS with respect to the period from the  Commencement  Date to
and  including  May 31, 2002 ("1st Rent  Period");  EIGHTY FIVE  THOUSAND  EIGHT
HUNDRED EIGHTY TWO and 50/100 ($85,882.50) DOLLARS with respect to the next year
of the Demised  Term ("2nd Rent  Period")  and EIGHTY NINE  THOUSAND SIX HUNDRED
NINETY NINE and 50/100 ($89,699.50) DOLLARS with respect to the remainder of the
Demised  Term  ("3rd  Rent  Period").  Such Fixed Rent shall be payable in equal
monthly  installments each in the sum of SIX THOUSAND EIGHT HUNDRED THIRTY EIGHT
and  79/100  ($6,838.79)  DOLLARS  with  respect to the 1st Rent  Period,  SEVEN
THOUSAND ONE HUNDRED  FIFTY SIX and 88/100  ($7,156.88)  DOLLARS with respect to
the 2nd Rent Period and SEVEN  THOUSAND  FOUR  HUNDRED  SEVENTY  FOUR and 96/100
($7,474.96) DOLLARS with respect to the 3rd Rent Period, and shall be payable in
advance on the first (1st) day of each month of the Demised Term  without  prior
demand therefor and without any offset or deduction whatsoever.  The Owner shall
have all of the rights and  remedies  at law to collect  Fixed Rent and shall be
paid in lawful money of the United States.

               (B) Upon  execution and delivery of this Lease,  Tenant shall pay
to  Owner  the  sum of SIX  THOUSAND  EIGHT  HUNDRED  THIRTY  EIGHT  and  79/100
($6,838.79) DOLLARS as the monthly installment of Fixed Rent for the period July
1, 2000 to July 31, 2000 both dates inclusive.

               (C)  Provided  Tenant  is not then in  default  under  any of the
terms,  covenants or conditions of this Lease on Tenant's part to be observed or
performed  beyond the  applicable  grace period  provided for the curing of such
default,  tenant shall not be required to pay the then applicable Fixed Rent for
the periods  from (i) June 1, 2000 to June 30,2000  both dates  inclusive,  (ii)
June 1, 2001 to June 30,  2001 both  dated  inclusive  and (iii) June 1, 2002 to
June 30, 2002 both dates  inclusive,  but Tenant shall  otherwise be required to
comply with all of the other terms,  covenants  and  conditions of this Lease on
Tenant's part to be observed or performed.

          THIRD:  Use. (A) The Demised  Premises  shall be used by Tenant solely
for  general  and/or  executive  offices  and  for  no  other  purpose.   Tenant
acknowledges  and agrees that no  representations  have been made to Tenant with
respect to the use, if any, to which the Demised Premises may be put.

               (B)  Tenant  shall  not  use or  occupy,  or  permit  the  use or
occupancy of the Demised  Premises or any part  thereof,  for any purpose  other
than the purpose specifically set forth in Paragraph A of this Article THIRD, or
in any  manner  which,  in  Owner's  judgment,  (a)  shall  adversely  affect or
interfere with (i) any services required to be provided by Owner to Tenant or to
any other tenant or occupant of the Building,  or (ii) the

<PAGE>

proper  and  economical  rendition  of any such  service,  or  (iii)  the use or
enjoyment or any part of the  Building by any other  tenant or occupant,  or (b)
shall tend to impair the character or dignity of the Building.  Without limiting
the  aforesaid,  Tenant  shall  conduct  its  business  and  control its agents,
employees,  invitees and visitors in such manner as not to create any  nuisance,
or interfere with, annoy or disturb Owner or any tenant, user or occupant of the
Building.

               (C) Without in any way limiting the  generality of Section (B) of
this Article THIRD,  Tenant shall not use or occupy, or sublet or permit the use
or  occupancy  of the Demised  Premises or any part  thereof,  for use as a call
center.  For the purposes of this Article, a call center is defined as any group
of one hundred (100) or more employees or other persons that primarily perform a
task involving in-bound or out-bound telephone  conversations with customers for
the purpose of selling goods or services or  responding  to customer  inquiries.
Excluded  from this  definition  are  functions  that are dedicated to providing
technical assistance to existing customers.

          FOURTH:  Alterations.  Tenant shall not make any  changes,  additions,
improvements, alterations or other physical changes to the Demised Premises, the
Building  or any  portions  thereof,  or any of the  systems  therein or thereon
(referred  to  collectively  as  "Alterations"  and  singly as an  "Alteration")
without the prior written consent of Owner in each instance, which consent shall
not be unreasonably  withheld,  and in the event that Owner grants such consent,
such  Alteration  shall be made in compliance  with all Legal  Requirements  and
performed in a manner and at such times as Owner reasonably  designates and such
Alterations or installations shall not, in any event, interfere with the use and
operation  of the  Building  by Owner or any tenant,  occupant or user  thereof.
Without limiting the aforesaid,  Tenant agrees that (a) prior to any Alterations
by  Tenant or the  installation  of any of  Tenant's  equipment  in the  Demised
Premises,  Tenant shall submit detailed plans and  specifications of the planned
Alteration or  installation to Owner for Owner's  approval,  provided that in no
event will Owner's approval of such plans be deemed a  representation  that they
comply with applicable Legal Requirements,  and will not cause interference with
communication  operations  of Owner,  or any  tenant,  user or  occupant  of the
Building  and any such  Alterations  shall be made only in  accordance  with the
plans and specifications  approved by Owner, (b) all contractors  performing any
Alterations, modification or maintenance work on behalf of Tenant at the Demised
Premises or in the Building  shall be subject to the prior  written  approval of
Owner  prior to the  commencement  of such  work,  which  approval  shall not be
unreasonably  withheld.  In the event Owner or its agents employ any independent
architect or engineer to examine any plans or specifications submitted by Tenant
to Owner in  connection  with any proposed  Alteration,  Tenant agrees to pay to
Owner a sum  equal to any  reasonable  fees  incurred  by  Owner  in  connection
therewith.  Nothing in this Lease shall be construed in any way as  constituting
the consent or request of Owner,  express or implied, by inference or otherwise,
to any contractor,  subcontractor,  laborer or material men, for the performance
of any labor or the  furnishing of any material for any specific  Alteration to,
or repair of, the Demised  Premises,  the  Building,  or any part  thereof.  Any
mechanic's or other lien filed against the Building,  or the Real Property,  for
work claimed to have been done for, or materials  claimed to have been furnished
to, Tenant or any person claiming  through or under Tenant or based upon any act
or


                                       3
<PAGE>

omission  or  alleged  act or  omission  of Tenant or any such  person  shall be
discharged  by Tenant (by bond or  otherwise) at Tenant's sole cost and expense,
within twenty (20) days after the filing of such lien.

         FIFTH: Repairs and Maintenance.  (1) Tenant shall, at its sole cost and
expense,  maintain  and  take  good  care of (i) the  Demised  Premises  and all
fixtures,  installations and  appurtenances  contained therein and (ii) Tenant's
personal property and equipment,  and all replacements and additions thereto and
Tenant shall make all repairs,  structural or otherwise,  foreseen or unforeseen
as and when needed to keep the Demised Premises,  and Tenant's personal property
and  equipment  in good order and  repair.  Owner  shall have no  obligation  to
maintain, repair, operate or safeguard Tenant's equipment.

                    (2)  Supplementing  the provisions of Section (1), Owner, at
Owner's sole cost and expense,  shall timely make (i) all structural  repairs to
the Demised Premises as and when required, (ii) all repairs necessary to furnish
the plumbing,  electrical, air conditioning,  ventilating,  heating and elevator
services  required to be furnished by Owner to Tenant  under the  provisions  of
this  Lease,  and (iii) all  necessary  repairs  to the public  portions  of the
Building which affect Tenant's use and enjoyment of the Demised Premises, except
that Owner  shall not be  required  to make any of the  repairs  referred  to in
subdivision  (i),  (ii) or (iii) of this sentence if Tenant is obligated to make
such repairs  pursuant to the  provisions of Section (1) of this Article  FIFTH.
Notwithstanding  the foregoing  provisions of this Section,  Owner shall have no
obligation to make any repairs  unless and until  specific  actual notice of the
necessity therefor shall have been given to Owner.

         SIXTH: Utilities and Services: Section 6.01. Electricity:  A. Owner, at
Owner's expense,  shall  redistribute or furnish electrical energy to or for the
use of Tenant in the Demised Premises for the operation of the lighting fixtures
and  the  electrical  receptacles  installed  in  the  Demised  Premises  on the
Commencement  Date.  There shall be no specific  charge by way of measuring such
electrical  energy on any meter or  otherwise,  as the charge for the service of
redistributing  or furnishing  such  electrical  energy has been included in the
Fixed  Rent on a  so-called  "rent  inclusion"  basis.  The  parties  agree that
although the charge for the service of redistributing  or furnishing  electrical
energy is included in the Fixed Rent on a so-called "rent inclusion"  basis, the
value to Tenant of such  service may not be fully  reflected  in the Fixed Rent.
Accordingly,  Tenant  agrees  that  Owner  may cause an  independent  electrical
engineer  or  electrical   consulting  firm,   selected  by  Owner,  to  make  a
determination, following the commencement of Tenant's normal business activities
in the Demised  Premises,  of the full value to Tenant of such services supplied
by Owner,  to wit: the potential  electrical  energy supplied to Tenant annually
based upon the estimated capacity of the electrical  feeders,  risers and wiring
and other electrical  facilities serving the Demised Premises.  Such engineer or
consulting firm shall certify such determination in writing to Owner and Tenant.
If it shall be  determined  that the full value to Tenant of such  service is in
excess of FIVE THOUSAND SEVEN HUNDRED TWENTY FIVE and 50/100 ($5,725.50) DOLLARS
(such sum is referred to as the "  Electrical  Inclusion  Factor"),  the parties
shall enter into a written  supplementary  agreement,  in form  satisfactory  to
Owner,  modifying this Lease as of the Commencement Date by increasing the Fixed
Rent and the  Electrical  Inclusion  Factor  for the entire  Demised  Term by an
annual amount equal to such excess.  However,


                                       4
<PAGE>

if it shall be so determined  that the full value to Tenant of such service does
not exceed the Electrical  Inclusion Factor, no such agreement shall be executed
and there shall be no  increase or decrease in the Fixed Rent or the  Electrical
Inclusion  Factor by reason of such  determination.  If either the  quantity  or
character of electrical  service is changed by the  corporation(s)  and/or other
entity(ies) selected by Owner to supply electrical service to the Building or is
no longer  available  or suitable  for  Tenant's  requirements,  no such change,
unavailability  or  unsuitability  shall  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 injury to or  interruption  of Tenant's  business,  or
otherwise,  unless such change,  unavailability  or  unsuitability  is caused by
Owner's negligence or willful misconduct or the negligence or willful misconduct
of Owner's agents, employees or contractors.

               B. Owner represents that the electrical  feeder or riser capacity
serving the Demised Premises on the Commencement Date shall be adequate to serve
the  lighting  fixtures  and  electrical  receptacles  installed  in the Demised
Premises on the Commencement  Date. Subject to the provisions of Subsection C(1)
of this  Section  6.01,  any  additional  feeders  or risers to supply  Tenant's
additional electrical requirements, and all other equipment proper and necessary
in  connection  with such  feeders or risers,  shall be  installed by Owner upon
Tenant's  request,  at the sole cost and expense of Tenant,  provided  that,  in
Owner's  judgment,  such  additional  feeders  or risers are  necessary  and are
permissible  under applicable laws (including,  but not limited to, the New York
State Energy Conservation  Construction Code) and insurance  regulations and the
installation of such feeders or risers will not cause permanent damage or injury
to the  Building  or the  Demised  Premises  or cause or create a  dangerous  or
hazardous  condition or entail excessive or unreasonable  alterations or repairs
or interfere with or disturb other tenants or occupants of the Building.  Tenant
covenants  that at no time  shall the use of  electrical  energy in the  Demised
Premises  exceed the  capacity of the existing  feeders or wiring  installations
then serving the Demised Premises.  Tenant shall not make or perform,  or permit
the making or performance of, any Alterations to wiring  installations  or other
electrical facilities in or serving the Demised Premises or any additions to the
business machines,  office equipment or other appliances in the Demised Premises
which  utilize  electrical  energy  without  the prior  consent of Owner in each
instance,   which  consent  shall  not  be  unreasonably   withheld.   Any  such
Alterations, additions or consent by Owner shall be subject to the provisions of
Subsection C(1) of this Section 6.01, as well as to the other provisions of this
Lease including, but not limited to, the provisions of Article FOURTH.

               C. (1) If, at any time or times  prior to or during  the  Demised
Term, electrical feeders,  risers, wiring or other electrical facilities serving
the Demised Premises shall be installed by Owner, Tenant or others, on behalf of
Tenant or any person  claiming  through or under  Tenant in addition to feeders,
risers,  wiring or other electrical  facilities  necessary to serve the lighting
fixtures and  electrical  receptacles  installed in the Demised  Premises on the
Commencement  Date, the Fixed Rent and the Electrical  Inclusion Factor shall be
increased  in an annual  amount  which shall  reflect the value to Tenant of the
additional  service to be


                                       5
<PAGE>

furnished by Owner,  to wit: the  potential  additional  electrical  energy made
available  to  Tenant  annually  based  upon  the  estimated  capacity  of  such
additional electrical feeders,  risers,  wiring or other electrical  facilities.
The amount of any such increase in the Fixed Rent and the  Electrical  Inclusion
Factor shall be finally  determined  by an  independent  electrical  engineer or
consulting  firm  selected  by Owner who shall  certify  such  determination  in
writing to Owner and  Tenant.  Following  such  determination,  Owner and Tenant
shall enter into a written  supplementary  agreement,  in form  satisfactory  to
Owner,  modifying  this Lease by  increasing  the Fixed Rent and the  Electrical
Inclusion Factor for the remainder of the Demised Term in an annual amount equal
to the value of such  additional  service as so  determined.  Any such  increase
shall be  effective as of the date of the first  availability  to Tenant of such
additional service and shall be retroactive to such date if necessary.

                    (2) If, at any time or times after March 29, 2000,  the rate
at which Owner purchases electrical energy from the corporation(s)  and/or other
entity(ies) Owner has selected to supply  electrical  service to the Building or
any charges incurred or taxes payable by Owner in connection  therewith shall be
increased or  decreased,  Owner shall notify Tenant of such increase or decrease
within ninety (90) days of the date thereof.  The Fixed Rent and the  Electrical
Inclusion  Factor  shall be  increased  or  decreased,  as the case may be, upon
demand  of  either   party,   in  an  annual   amount  which  shall  fairly  and
proportionately  reflect the estimated increase or decrease, as the case may be,
in the annual cost to Owner of  purchasing  electrical  energy for the  Building
provided  that  notwithstanding  anything  to  the  contrary  contained  in  the
provisions of this Section 6.01 in no event shall (a) the  Electrical  Inclusion
Factor  ever be  decreased  below  the  original  amount  thereof  set  forth in
Subsection  A of this  Section and (b) the Fixed Rent ever be  decreased by more
than such  decrease  in the  Electrical  Inclusion  Factor as so  limited by the
provisions of the aforesaid Subdivision (a) of this Subsection C.(2). If, within
ten (10) days after any such  demand,  Owner and Tenant shall fail to agree upon
the amount of such  increase or decrease,  as the case may be, in the Fixed Rent
and the  Electrical  Inclusion  Factor  then,  in lieu of such  agreement,  such
estimated increase or decrease,  as the case may be, shall be finally determined
by an independent  electrical  engineer or consulting firm selected by Owner, at
the sole cost and expense of Owner,  who shall  certify  such  determination  in
writing to Owner and Tenant.  Following  any such  agreement  or  determination,
Owner and Tenant  shall enter into a written  supplementary  agreement,  in form
satisfactory to Owner, modifying this Lease by increasing, or decreasing, as the
case  may be,  the  Fixed  Rent  and the  Electrical  Inclusion  Factor  for the
remainder  of the  Demised  Term in an  annual  amount  equal to such  estimated
increase or decrease as so agreed or  determined.  Any such increase or decrease
in the Fixed Rent and the Electrical  Inclusion  Factor shall be effective as of
the effective  date of such increase or decrease,  and shall be  retroactive  to
such date if necessary.

                    (3)  Any  increase  in  the  Fixed  Rent   pursuant  to  the
provisions of Subsection A of this Section or this  Subsection C with respect to
the period from the effective date of such increase to the last day of the month
in which such  increase  shall be fixed by agreement or  determination  shall be
payable by Tenant upon demand of Owner.  Any decrease in the Fixed Rent pursuant
to the  provisions  of this  Subsection  C with  respect to the period  from the
effective  date of such  decrease  to the  last day of the  month in


                                       6
<PAGE>

which  such  decrease  shall be fixed by  agreement  or  determination  shall be
credited to Tenant  against the next monthly  installment of the Fixed Rent. The
monthly  installments  of the Fixed Rent  payable  after the date upon which any
such  increase  or decrease  is so fixed  shall be  proportionately  adjusted to
reflect such increase or decrease in the Fixed Rent.

               D.   Owner  may,   at  any  time,   elect  to   discontinue   the
redistribution  or  furnishing of  electrical  energy.  In the event of any such
election by Owner,  (i) Owner agrees to give  reasonable  advance  notice of any
such  discontinuance  to Tenant,  (ii) Owner agrees to permit  Tenant to receive
electrical  service directly from the  corporation(s)  and/or other  entity(ies)
Owner has  selected to supply  electrical  service to the Building and to permit
the existing feeders, risers, wiring and other electrical facilities serving the
Demised  Premises  to be used by Tenant for such  purpose to the extent they are
suitable and safely  capable,  (iii) Owner agrees to pay such charges and costs,
if any, as such corporation(s) and/or other entity(ies) may impose in connection
with  the  installation  of  Tenant's  meters,  (iv)  the  Fixed  Rent  shall be
decreased,  as of the date of such  discontinuance,  by an  amount  equal to the
Electrical Inclusion Factor to reflect such  discontinuance;  and (v) this Lease
shall  remain  in full  force  and  effect  and such  discontinuance  shall  not
constitute an actual or constructive  eviction,  in whole or in part, or entitle
Tenant to any abatement or  diminution  of rent except as expressly  provided in
subdivision  (iv) of  this  Subsection  D, 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 injury to or interruption
of Tenant's business, or otherwise.

               E. The following  method of computation  shall be employed by any
electrical engineer or electrical  consulting firm selected by Owner pursuant to
the  provisions of Subsection  C(2) of this Section 6.01 in finally  determining
any  estimated  increase  or  decrease  in the  Fixed  Rent  and the  Electrical
Inclusion  Factor,  under the  provisions  of this  Section  resulting  from the
corporation(s)  and/or other entity(ies) Owner has selected to supply electrical
service to the  Building  referred to  individually  and  collectively  as " The
Corporation")  electrical rate and fuel charge changes and taxes (collectively "
Electrical Changes") payable in connection therewith:

                    (1) Owner's bills from The  Corporation for the Building for
the twelve (12) month period  immediately  preceding  the  Electrical  Change in
question shall be averaged for demand and  consumption (Kw and Kwh) and the rate
structure in effect immediately prior to the Electrical Change in question shall
be applied to such average demand and  consumption  factors of Owner's  billings
for the  Building  for said  twelve  (12) month  period  resulting  in an agreed
determination  of the cost to Owner of electricity for the Building  immediately
prior to the Electrical Change in question; and

                    (2) The new rate structure pursuant to which Owner is billed
by The  Corporation,  i.e.,  the rate  structure  which  includes the Electrical
Change in  question,  shall be applied  to the


                                       7
<PAGE>

average demand and consumption  factors of Owner's billings for the Building for
said twelve (12) month  period  resulting  in an agreed  estimate of the cost to
Owner by reason of the Electrical Change in question; and

                    (3) The difference in the costs  determined  pursuant to the
foregoing  subdivisions  (1) and (2)  shall be  deemed  to be the  amount of the
estimated  annual change in cost and the amount of such estimated  annual change
in cost  shall be  divided  by the cost  determined  pursuant  to the  foregoing
subdivision (1); and

                    (4) The resulting quotient shall be applied to Tenant's then
current  Electrical  Inclusion Factor to produce the increase or decrease in the
Fixed Rent and Electrical Inclusion Factor.

          (For example:  Assume (1) an Electrical  Change i.e. a rate  increase;
(2) an  application  of the rate  schedule in effect  immediately  prior to such
Electrical  Change to the averaged  electrical  demand and  consumption  factors
shown on Owner's  electrical bills for the twelve (12) month period  immediately
preceding  such  Electrical  Change  resulting  in an  estimated  annual cost of
$100,000.00;  (3) an  application  of the  new  rate  schedule  to the  averaged
electrical  demand  and  consumption  factors  shown on the  bills  in  question
resulting in an estimated  annual cost of $110,000.00;  (4) deduction of the sum
of $100,000.00  referred to in step (2) from said sum of $110,000.00 referred to
in step (3),  resulting in a difference  of  $10,000.00;  and (5) that  Tenant's
Electrical  Inclusion  Factor was  $3,000.00.  The $10,000.00  annual  estimated
increase for the Building,  when divided by  $100,000.00,  the estimated  annual
cost to Owner of electricity for the Building prior to the Electrical  Change in
question,  results  in a  quotient  of  10%  which,  when  applied  to  Tenant's
Electrical  Inclusion  Factor  increases  the  Fixed  Rent  and  the  Electrical
Inclusion Factor by $300.00.)

               F.  Notwithstanding  anything to the  contrary  set forth in this
Lease, any sums payable or granted in any way by the corporation(s) and/or other
entity(ies) Owner has selected to supply  electricity to the Building  resulting
from the  installation  in the  Demised  Premises of energy  efficient  lamping,
special  supplemental  heating,  ventilation and air conditioning systems or any
other  Alterations,  which  sums  are paid or  given  by way of  rebate,  direct
payment,  credit or  otherwise,  shall be and remain the property of Owner,  and
Tenant  shall not be  entitled  to any portion  thereof,  unless  such  lamping,
supplemental  heating,   ventilation  and  air  conditioning  systems  or  other
Alterations were installed by Tenant,  solely at Tenant's  expense,  without any
contribution,  credit or  allowance  by  Owner,  in  accordance  with all of the
provisions of this Lease. Nothing contained in the foregoing sentence,  however,
shall be deemed to obligate  Owner to supply or install in the Demised  Premises
any such lamping, supplemental heating, ventilation and air conditioning systems
or other Alterations.

          Section 6.02 Elevators:  If all or any portion of the Demised Premises
is located on other than the ground  floor of the  Building,  Owner,  at Owner's
expense,  shall have a passenger  elevator


                                       8
<PAGE>

subject  to call at all  times.  Owner  shall not be  required  to  furnish  any
operator service for automatic elevators.  If Owner shall, at any time, elect to
furnish operator service for any automatic elevators, Owner shall have the right
to  discontinue  furnishing  such  service  with the same effect as if Owner had
never elected to furnish such service.

          Section 6.03 Heat:  Owner, at Owner's  expense,  shall furnish heat to
the Demised  Premises,  as and when  required by law, on business days from 8:00
A.M. to 7:00 P.M.

          Section  6.04 Air  Conditioning  and  Ventilation:  Owner,  at Owner's
expense,  shall furnish and distribute to the Demised  Premises (i)  conditioned
air at  reasonable  temperatures,  pressures  and  degrees  of  humidity  and in
reasonable volumes and velocities,  on business days from 8:00 A.M. to 7:00 P.M.
during the  months of May,  June,  July,  August,  September  and  October  when
required  for the  comfortable  occupancy  of the  Demised  Premises;  and  (ii)
mechanical  ventilation through the Building air conditioning system on business
days from 8:00 A.M. to 7:00 P.M.,  except when  conditioned air or heat is being
furnished, to the extent required pursuant to law. Notwithstanding the foregoing
provisions  of this  Section,  Owner  shall  not be  responsible  if the  normal
operation  of the  Building  air  conditioning  system  shall  fail  to  provide
conditioned air at reasonable temperatures,  pressures or degrees of humidity or
in reasonable  volumes or velocities in any portions of the Demised Premises (a)
which,  by reason of any  machinery  or  equipment  installed by or on behalf of
Tenant or any person claiming through or under Tenant,  shall have an electrical
load in excess of four (4) watts per square foot of usable area for all purposes
(including  lighting and power), or which shall have a human occupancy factor in
excess of one person per one hundred  seventy-five  (175)  square feet of usable
area (the  average  electrical  load and human  occupancy  factors for which the
Building   air   conditioning   system  is  designed)  or  (b)  because  of  any
rearrangement  of partitioning or other  Alterations  made or performed by or on
behalf of Tenant or any person claiming  through or under Tenant.  Whenever said
air conditioning system is in operation,  Tenant agrees to cause all the windows
in the Demised  Premises to be kept closed and to cause the  Venetian  blinds in
the Demised  Premises to be kept closed if necessary  because of the position of
the sun.  Tenant  agrees to cause all the windows in the Demised  Premises to be
closed  whenever the Demised  Premises are not occupied.  Tenant shall cooperate
fully  with  Owner at all times and abide by all  regulations  and  requirements
which Owner may reasonably  prescribe for the proper  functioning and protection
of the air conditioning and ventilating system. In addition to any and all other
rights and  remedies  which Owner may invoke for a violation or breach of any of
the foregoing  provisions of this Section,  Owner may discontinue  heating,  air
conditioning and/or, if Owner so provides same, ventilating service,  during the
period of such violation or breach, and such discontinuance shall not 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 injury to or interruption
of Tenant's business, or otherwise.

          Section 6.05 Cleaning: (1) Tenant, at Tenant's expense, shall keep the
Demised  Premises in order,  shall cause the Demised  Premises to be cleaned and
shall cause Tenant's refuse and rubbish to be removed,  all at regular intervals
in accordance  with  standards and practices  adopted by Owner for the Build-


                                       9
<PAGE>

ing. Tenant shall cooperate with any waste and garbage  recycling program of the
Building and shall comply with all  reasonable  rules and  regulations  of Owner
with respect thereto.  Tenant, at Tenant's expense,  shall cause all portions of
the Demised Premises used for the storage,  preparation,  service or consumption
of food or beverages to be cleaned daily in a manner  satisfactory to Owner, and
to be exterminated  against infestation by vermin,  roaches or rodents regularly
and, in addition, whenever there shall be evidence of any infestation.

                    (2)  Owner,  at  Owner's  expense,  shall  clean the  public
portions of the Building at regular  intervals in accordance  with practices and
standards adopted by Owner for the Building.

                    (3) The removal of refuse and rubbish and the  furnishing of
office  cleaning  services  to  Tenant  by  persons  other  than  Owner  and its
contractors   shall  be  performed  in  accordance  with  such  regulations  and
requirements as, in Owner's judgment,  are necessary for the proper operation of
the Building,  and Tenant agrees that Tenant will not permit any person to enter
the Demised  Premises or the Building for such  purposes,  or for the purpose of
providing  extermination services required to be performed by Tenant pursuant to
Subsection A of this Section,  other than persons first approved by Owner,  such
approval not unreasonably to be withheld.

          Section 6.06 Water: If Tenant requires, uses or consumes water for any
purpose in  addition to  ordinary  lavatory  and  drinking  purposes,  Owner may
install a hot water meter and a cold water meter and  thereby  measure  Tenant's
consumption of water for all purposes. Tenant shall pay to Owner the cost of any
such meters and their  installation,  and Tenant  shall keep any such meters and
any such  installation  equipment in good working order and repair,  at Tenant's
cost and  expense.  Tenant  agrees  to pay for water  consumed  as shown on said
meters, and sewer charges,  taxes and any other governmental charges thereon, as
and when bills are  rendered.  In  addition  to any sums  required to be paid by
Tenant  for  hot  water  consumed  and  sewer  charges,   taxes  and  any  other
governmental  charges  thereon under the  foregoing  provisions of this Section,
Tenant  agrees to pay to Owner,  for the  heating of said hot  water,  an amount
equal to three (3X) times the total of said sums  required  to be paid by Tenant
for hot water and sewer charges  thereon.  For the purposes of  determining  the
amount of any sums required to be paid by Tenant under this Section, all hot and
cold water  consumed  during any period when said meters are not in good working
order shall be deemed to have been consumed at the rate of  consumption  of such
water  during the most  comparable  period when such meters were in good working
order.

          Section  6.07  Overtime  Periods:  The Fixed Rent does not  reflect or
include any charge to Tenant for the furnishing or distributing of any necessary
elevator  facilities,  heat,  conditioned  air or mechanical  ventilation to the
Demised Premises during periods (referred to as " Overtime  Periods") other than
the  hours and days set  forth  above in this  Article  for the  furnishing  and
distributing  of such  services.  Accordingly,  if Owner shall  furnish any such
elevator  facilities,  heat,  conditioned  air or mechanical  ventilation to the
Demised Premises at the request of Tenant during Overtime Periods,  Tenant shall
pay Owner for such services at the standard reasonable rates then fixed by Owner
for the Building or, if no such rates are then fixed, at reasonable


                                       10
<PAGE>

rates.  Owner shall not be required to furnish any such services during Overtime
Periods,  unless  Owner has  received  reasonable  advance  notice  from  Tenant
requesting  such  services.  If Tenant  fails to give Owner  reasonable  advance
notice  requesting such services during any Overtime Periods,  then,  whether or
not the Demised Premises are habitable during such Overtime Periods,  failure by
Owner to furnish or distribute  any such services  during such Overtime  Periods
shall not 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 injury to or
interruption of Tenant's business or otherwise.

          Section 6.08 Owner's Right to Stop Service:  Owner  reserves the right
to stop the service of the heating,  air  conditioning,  ventilating,  elevator,
plumbing,  electrical,  communications or other mechanical systems or facilities
in the  Building  when  necessary  by reason of  accident or  emergency,  or for
repairs,  alterations,  replacements or improvements,  which, in the judgment of
Owner are desirable or necessary, until said repairs, alterations,  replacements
or improvements  shall have been completed.  Except in an emergency for which no
notice is required, Owner shall provide Tenant with reasonable advance notice of
same.  The  exercise  of such right by Owner shall not  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 injury to or interruption of Tenant's
business, or otherwise. Owner shall employ reasonable diligence in attempting to
restore the operation of any such systems or facilities  without any obligation,
however, to employ labor at overtime or other premium pay rates.

          Section  6.09  Parking Lot:  The Real  Property  presently  contains a
parking lot (referred to as the "Parking Lot") with 1,700 parking spaces. Tenant
shall be entitled  to the  nonexclusive  use,  in common with other  tenants and
occupants of the Building and their business visitors, of the Parking Lot solely
for the parking of cars of Tenant's  employees and business  visitors on a first
come first serve basis.  Owner shall have the right to  reconfigure  the Parking
Lot and add  additional  buildings in the Parking Lot and may increase or reduce
the number of spaces in the  Parking  Lot. No such  reconfiguration,  additional
buildings  or  reduction  in the  number of spaces  in the  Parking  Lot for any
reason,  including, but not limited to, the construction of additional buildings
therein or any acquisition or condemnation set forth in Article  TWELFTH,  shall
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,
or upon any lessor under any superior lease, or upon the holder of any mortgage.
Tenant  shall  have  no  rights  in  and to  the  Parking  Lot  other  than  the
nonexclusive  use, in common with other tenants and occupants and their business
visitors,  for Tenant and Tenant's  business visitors to park their cars therein
on a first come first serve  basis.  The Building  Rules  referred to in Article
NINETEENTH may, at Owner's election, cover the Parking Lot.


                                       11
<PAGE>

     SEVENTH:  Condition of the Demised Premises:  Tenant shall take the Demised
Premises  in  the  condition  that  the  Demised  Premises  shall  be in on  the
Commencement  Date "as is" and Owner shall have no  obligation to do any work or
perform any  installations in order to prepare the Demised Premises for tenant's
occupancy, except that on or about the Commencement Date, Owner shall repair the
sealing on the back door of the Demised Premises to the reasonable  satisfaction
of Tenant.

     EIGHTH:  End of Demised Term. Tenant shall vacate the Demised Premises upon
the Expiration Date broom clean and in good order and in the same condition that
the Demised Premises existed on the  Commencement  Date,  ordinary wear and tear
and damage from fire or other casualty  excepted,  and Tenant shall, on or prior
to the Expiration Date,  remove all of Tenant's  personal property and all other
property and effects of Tenant and all persons  claiming through or under Tenant
from the Demised Premises and the Building and Tenant shall repair all damage to
the Demised  Premises and the Building  occasioned by such removal.  Owner shall
have the right to retain any property and effects of Tenant or such person which
shall  remain in the  Demised  Premises  after the  Expiration  Date and any net
proceeds  from the sale  thereof,  without  waiving  any of Owner's  rights with
respect to any "Event of Default"  (as  hereinafter  defined) by Tenant.  Tenant
hereby  expressly waives for itself and for any person claiming through or under
Tenant any rights which Tenant or any such person may have under the  provisions
of Section 2201 of the New York Civil  Practice  Law and Rules or any  successor
law of like  import  then in  force in  connection  with  any  holdover  summary
proceedings  which Owner may  institute to enforce the  foregoing  provisions of
this  Article  EIGHTH.  If the date upon which the  Demised  Term shall  expire,
terminate or end shall fall on a Sunday or holiday,  then  Tenant's  obligations
under the first  sentence of this Article  EIGHTH shall be performed on or prior
to the Saturday or business day  immediately  preceding  such Sunday or holiday.
Tenant's  obligations  under this Article  EIGHTH shall  survive the  Expiration
Date.

     NINTH:  Assignment  and  Subletting.Section  9.01  Tenant may not assign or
transfer  this  Lease,  without  the  prior  written  consent  of  Owner in each
instance,  which  consent Owner may withhold in its sole  discretion.  The sale,
pledge,  transfer or other  alienation of (a) any of the issued and  outstanding
capital stock of any corporate Tenant (unless such stock is publicly traded on a
recognized  security exchange or over-the counter market) or (b) any interest in
any partnership or joint venture of Tenant, however accomplished, and whether in
a single  transaction or in a series of related and/or  unrelated  transactions,
resulting in a change of more than  forty-nine  (49%) percent of the then issued
and  outstanding  capital  stock of any corporate  Tenant  (unless such stock is
publicly traded on a recognized security exchange or over-the-counter market) or
the  interests  in  any   partnership  or  joint  venture  of  Tenant,   however
accomplished,   and  whether  in  a  single   transaction  or  in  a  series  of
related/unrelated  transactions,  shall  be  deemed,  for the  purposes  of this
Article  NINTH,  as an  assignment  of this Lease which shall  require the prior
consent of Owner in each instance.

          Section  9.02 As long as  Tenant  is not in  default  under any of the
terms, covenants or conditions of this Lease on Tenant's part to be observed and
performed beyond applicable notice and cure periods, Tenant shall have the right
without the prior consent of Owner, to permit the use or occupancy of all or any
part of the Demised  Premises by any  subsidiary  or  affiliate  of Tenant named
herein for the use  permitted  in


<PAGE>

this Lease only for such period as it shall remain such subsidiary or affiliate.
For the  purposes of this  Article:  (a) a  "subsidiary"  of Tenant named herein
shall  mean any  corporation  not less than  fifty-one  (51%)  percent  of whose
outstanding  voting stock at the time shall be owned by Tenant named herein, and
(b)  an  "affiliate"  of  Tenant  named  herein  shall  mean  any   corporation,
partnership or other  business  entity which controls or is controlled by, or is
under common control with Tenant named herein. For the purpose of the definition
of "affiliate" the word "control" (including,  "controlled by" and "under common
control  with") as used with respect to any  corporation,  partnership  or other
business  entity,  shall mean the possession of the power to direct or cause the
direction of the  management  and policies of such  corporation,  partnership or
other business  entity,  whether  through the ownership of voting  securities or
contract. However, no such use and occupancy shall be valid unless, Tenant shall
give prompt  notice to Owner of any such use or  occupancy of all or any part of
the Demised  Premises and such use or occupancy shall be subject and subordinate
to all of the terms,  covenants  and  conditions  of this Lease.  No such use or
occupancy shall operate to vest in the user or occupant any right or interest in
this Lease or the Demised Premises.

          Section 9.03 Sublet Rights: A. (1) As long as Tenant is not in default
under any of the terms,  covenants or  conditions of this Lease on Tenant's part
to be observed or performed,  Owner agrees not to unreasonably  withhold Owner's
prior  consent to a subletting by Tenant of the entire  Demised  Premises to one
(1) subtenant for undivided  occupancy by such subtenant,  for the use expressly
permitted in this Lease i.e., as general  offices for an information  technology
business.

                    (2) Without  Owner's  prior  consent,  Tenant  shall not (a)
negotiate  or enter into a proposed  subletting  with any tenant,  subtenant  or
occupant  of any  space  in the  Building  or (b)  list  or  otherwise  publicly
advertise  the Demised  Premises or any part thereof for  subletting at a rental
lower than the  rental at which the Owner is then  offering  to rent  comparable
space in the Building.

                    (3)  At  least  thirty  (30)  days  prior  to  any  proposed
subletting,  Tenant  shall  submit to Owner a statement  (the " Proposed  Sublet
Statement")  containing  the name and  address of the  proposed  subtenant,  the
nature of the proposed subtenant's business and its current financial status, if
such status is obtained by Tenant, and all of the principal terms and conditions
of  the  proposed  subletting  including,  but  not  limited  to,  the  proposed
commencement and expiration dates of the term thereof.

                    (4) Owner may withhold consent to a proposed  subletting if,
(a) in Owner's reasonable judgment, the occupancy of the proposed subtenant will
tend to impair the character or dignity of the Building or impose any additional
burden upon Owner in the operation of the Building, or (b) in Owner's reasonable
judgment,  the  occupancy  of the  proposed  subtenant  will tend to impair  the
reputation of (i) the Building as an information  technology  center or (ii) the
floor  on  which  the  Demised  Premises  are  located  as a  floor  devoted  to
information  technology  tenants or (c) the proposed subtenant shall be a person
or entity with


<PAGE>

whom Owner is then  negotiating  or discussing to lease space in the Building or
(d) if Owner shall have any other reasonable objections to such subletting.

                    (5) In the event of any dispute  between Owner and Tenant as
to  the  reasonableness  of  Owner's  failure  or  refusal  to  consent  to  any
subletting,  such dispute shall be submitted to arbitration  in accordance  with
the provisions of Article TWENTY-THIRD.

                    (6) Tenant shall  reimburse Owner on demand for any costs or
expense that may be incurred by Owner's review of any Proposed Sublet  Statement
or in connection  with any sublease  consented to by Owner,  including,  without
limitation,  any  reasonable  processing  fee,  reasonable  attorneys'  fees and
disbursements  and the  reasonable  costs  of  making  investigations  as to the
acceptability of the proposed subtenant.

               B. Notwithstanding the foregoing provisions of this Section 9.03,
Owner shall have the following  rights with respect to each proposed  subletting
by Tenant:

                    (1) in the  event  Tenant  proposes  to sublet  the  Demised
Premises,  whether or not such subletting is for all or substantially all of the
remainder of the Demised Term,  Owner,  at Owner's  option,  may give to Tenant,
within thirty (30) days after the  submission by Tenant to Owner of the Proposed
Sublet  Statement,  a notice  terminating this Lease on the date (referred to as
the " Earlier Termination Date") immediately prior to the proposed  commencement
date of the term of the proposed subletting, as set forth in the Proposed Sublet
Statement,  and, in the event such  notice is given,  this Lease and the Demised
Term shall come to an end and expire on the  Earlier  Termination  Date with the
same  effect  as if it were  the  Expiration  Date,  the  Fixed  Rent  shall  be
apportioned as of said Earlier Termination Date and any prepaid portion of Fixed
Rent for any period after such date shall be refunded by Owner to Tenant; or

                    (2) In the  event  Tenant  proposes  to sublet  the  Demised
Premises for less than  substantially  all of the remainder of the Demised Term,
Owner, at Owner's option, may give to Tenant,  within thirty (30) days after the
submission by Tenant to Owner, of the Proposed Sublet  Statement  required to be
submitted in connection  with such  proposed  subletting,  a notice  electing to
recapture the Demised Premises during the period (referred to as the " Recapture
Period")  commencing on the date (referred to as " Recapture Date")  immediately
prior to the proposed  commencement date of the term of the proposed subletting,
as set forth in the  Proposed  Sublet  Statement,  and  ending  on the  proposed
expiration  date of the term of the  proposed  subletting,  as set  forth in the
Proposed Sublet  Statement,  and in the event such notice is given the following
shall apply:

          (a) The  Demised  Premises  shall be  recaptured  by Owner  during the
          Recapture Period;

<PAGE>

          (b) Tenant shall  surrender the Demised  Premises to Owner on or prior
          to the  Recapture  Date in the same  manner  as if said  Date were the
          Expiration Date;

          (c) During  the  Recapture  Period  Tenant  shall have no rights  with
          respect to the Demised  Premises nor any  obligations  with respect to
          the Demised Premises,  including,  but not limited to, any obligations
          to pay Fixed Rent or any increases therein or any additional rent, and
          any prepaid  portion of Fixed Rent  allocable to the Recapture  Period
          shall be refunded by Owner to Tenant;

          (d) There shall be an equitable  apportionment  of any increase in the
          Fixed Rent pursuant to Articles TWENTY-FIRST and TWENTY-SECOND for the
          Escalation  Year and Tax Escalation Year (as defined in said Articles)
          in which said Recapture Date shall occur;

          (e) Upon the expiration of the Recapture Period, the Demised Premises,
          in its then existing condition, shall be deemed restored to Tenant and
          Tenant  shall have all rights  with  respect to the  Demised  Premises
          which are set forth in this Lease and all obligations  with respect to
          the Demised Premises which are set forth in this Lease, including, but
          not limited to, the  obligations for the payment of Fixed Rent and any
          increases  therein  and any  additional  rent (as they would have been
          adjusted if Tenant occupied the Demised  Premises during the Recapture
          Period) during the period (referred to as the " Recapture  Restoration
          Period")  commencing on the date next  following the expiration of the
          Recapture  Period and  ending on the  Expiration  Date,  except in the
          event that Owner is unable to give  Tenant  possession  of the Demised
          Premises at the  expiration of the  Recapture  Period by reason of the
          holding  over or  retention  of  possession  of any  tenant  or  other
          occupant,  in which event (x) the Recapture  Restoration  Period shall
          not commence and the Demised  Premises  shall not be deemed  available
          for Tenant's occupancy and Tenant shall not be required to comply with
          the  obligations  of Tenant under this Lease until the date upon which
          Owner shall give Tenant  possession  of the Demised  Premises  free of
          occupancies,  (y) neither the Expiration Date nor the validity of this
          Lease nor the obligations of Tenant under this Lease shall be affected
          thereby, and (z) Tenant waives any rights to rescind this Lease and to
          recover  any  damages  which may result  from the  failure by Owner to
          deliver possession of the Demised Premises at the end of the Recapture
          Period;  Owner agrees to institute,  within thirty (30) days after the
          expiration of the Recapture Period, possession proceedings against any
          tenants and occupants who have not so vacated and  surrendered  all or
          any  portions of the Demised  Premises  and agrees to  prosecute  such
          proceedings with reasonable diligence; and

<PAGE>

          (f) There shall be an equitable  apportionment  of any increase in the
          Fixed Rent pursuant to Articles TWENTY FIRST AND TWENTY SECOND for the
          Escalation  Year  and Tax  Escalation  Year  in  which  the  Recapture
          Restoration Period shall commence.

At the request of Owner,  Tenant  shall  execute and  deliver an  instrument  or
instruments,  in form satisfactory to Owner,  setting forth any modifications to
this Lease  contemplated  in or resulting  from the  operation of the  foregoing
provisions of this Subsection 9.03; however,  neither Owner's failure to request
any such  instrument  nor  Tenant's  failure  to  execute  or  deliver  any such
instrument shall vitiate the effect of the foregoing provisions of this Section.
The failure by Owner to exercise any option under this Section 9.03 with respect
to any  subletting  shall not be deemed a waiver of such option with  respect to
any extension of such  subletting or any  subsequent  subletting of the premises
affected  thereby or any other  portion of the Demised  Premises.  Tenant  shall
indemnify Owner from all loss, cost, liability,  damage and expense,  including,
but not limited to, reasonable counsel fees and disbursements,  arising from any
claims against Owner by any broker or other person,  for a brokerage  commission
or other similar  compensation in connection with any such proposed  subletting,
in the event (a) Owner  shall  (i) fail or  refuse to  consent  to any  proposed
subletting,  or (ii) exercise any of its options under this Section 9.03, or (b)
any proposed subletting shall fail to be consummated for any reason whatsoever.

               C. Tenant agrees that (1) any increase in the rental value of the
Demised  Premises  over  and  above  the  Fixed  Rent  payable  pursuant  to the
provisions of this Lease,  as such Fixed Rent may be increased from time to time
pursuant to the  provisions  of this Lease,  and (2) any  consideration  paid to
Tenant or any  subtenant  or other  person  claiming  through or under Tenant in
connection with an assignment of Tenant's interest in this Lease or the interest
of any  subtenant  or other  person  claiming  through or under Tenant under any
sublease whether or not such assignment shall be effected with court approval in
a proceeding of the types  described in Article  SIXTEENTH  (A)(iii),  or in any
similar proceeding,  or otherwise,  shall accrue to the benefit of Owner and not
to the benefit of Tenant,  or of any subtenant or other person claiming  through
or under Tenant, or of the creditors of Tenant or of any such subtenant or other
person  claiming  through or under  Tenant.  Accordingly,  Tenant agrees that if
Owner shall fail to exercise  its option to sooner  terminate  this Lease or its
option to  recapture  the  Demised  Premises  in  connection  with any  proposed
subletting by Tenant,  or if any subtenant or other person  claiming  through or
under  Tenant shall  sublet all or any portion of the Demised  Premises,  Tenant
shall  pay to  Owner a sum  equal  to any  Subletting  Profit,  as such  term is
hereinafter defined. All rentals and other sums (including,  but not limited to,
sums  payable for the sale or rental of any  fixtures,  leasehold  improvements,
equipment,  furniture or other personal property,  less, in the case of the sale
thereof,  the then net unamortized  [on a  straight-line  basis over the term of
this  Lease  or,  in the  event of a  further  subletting,  over the term of the
initial  sublease,  as the case may be] cost  thereof,  which were  provided and
installed in the sublet  premises at the sole cost and expense of Tenant or such
subtenant  or other  person  claiming  through or under  Tenant and for which no
allowance or other credit has been given by Owner)  payable by any  subtenant to

<PAGE>

Tenant or to any subtenant or other person  claiming  through or under Tenant in
connection  with any  subletting  in excess of the Fixed  Rent then  payable  by
Tenant to Owner  under  this  Lease are  referred  to,  in the  aggregate,  as "
Subletting  Profit";  in computing any Subletting Profit it shall be deemed that
the rental reserved under any such subletting shall commence to accrue as of the
commencement  of the  term of such  subletting  even  if  such  rental  actually
commences to accrue as of a date subsequent to such commencement and there shall
be deducted a reasonable  single  brokerage  commission,  if any such commission
shall be paid by Tenant or any such subtenant or other person  claiming  through
or under Tenant in  connection  with such  subletting  which  deduction for such
reasonable  single  brokerage  commission  shall be amortized on a straight line
basis over the entire term of such  subletting.  Owner and Tenant  agree that if
Tenant, or any subtenant or other person claiming through or under Tenant, shall
assign or have  assigned its interest as Tenant under this Lease or its interest
as  subtenant  under  any  sublease  as the  case  may be,  whether  or not such
assignment  shall be effected  with court  approval in a proceeding of the types
described  in Article  SIXTEENTH  (A)(iii),  or in any  similar  proceeding,  or
otherwise,  Tenant shall pay to Owner a sum equal to any  consideration  paid to
Tenant or any  subtenant  or other person  claiming  through or under Tenant for
such assignment.  All sums payable hereunder to Tenant shall be paid to Owner as
additional rent  immediately upon such sums becoming payable to Tenant or to any
subtenant or other person claiming  through or under Tenant and, if requested by
Owner,  Tenant shall promptly enter into a written  agreement with Owner setting
forth the  amount of such sums to be paid to  Owner,  however,  neither  Owner's
failure to request the  execution  of such  agreement  nor  Tenant's  failure to
execute such  agreement  shall vitiate the  provisions of this Section.  For the
purposes of this Section,  a trustee,  receiver or other  representative  of the
Tenant's or any  subtenant's  estate under any federal or state  bankruptcy  act
shall be deemed a person claiming through or under Tenant.

               D.  Neither  Owner's  consent  to  any  subletting  nor  anything
contained  in this  Section  shall be deemed to grant to any  subtenant or other
person  claiming  through or under Tenant the right to sublet all or any portion
of the Demised  Premises or to permit the occupancy of all or any portion of the
Demised  Premises by others.  Neither any subtenant  referred to in this Section
nor its heirs, distributees,  executors,  administrators, legal representatives,
successors  nor assigns,  without the prior  consent of Owner in each  instance,
shall (i) assign,  whether by merger,  consolidation  or otherwise,  mortgage or
encumber its interest in any sublease,  in whole or in part, or (ii) sublet,  or
permit the  subletting  of, that part of the Demised  Premises  affected by such
subletting  or any  portion  thereof,  or (iii)  permit such part of the Demised
Premises  affected by such subletting or any part thereof to be occupied or used
for desk space,  mailing privileges or otherwise,  by any person other than such
subtenant  and any sublease  shall  provide that any  violation of the foregoing
provisions of this sentence shall be an event of default  thereunder.  The sale,
pledge, transfer or other alienation of (a) a controlling interest in the issued
and outstanding  capital stock of any corporate  subtenant (unless such stock is
publicly traded on any recognized security exchange or over-the-counter  market)
or (b) a controlling  interest in any  partnership  or joint venture  subtenant,
however  accomplished,  and  whether in a single  transaction  or in a series of
related or  unrelated  transactions,  shall be deemed for the  purposes  of this
Section to be an  assignment  of such  sublease  which  shall  require the prior
consent of Owner in each instance and any sublease shall so provide.

<PAGE>

     TENTH:  Owner Access. (A) (1) Owner and its agents shall have the following
rights in and about the Demised  Premises:  (i) to enter the Demised Premises at
all times to examine the Demised  Premises or for any of the  purposes set forth
in this Article TENTH or for the purpose of performing  any  obligation of Owner
under this Lease or  exercising  any right or remedy  reserved  to Owner in this
Lease,  or  complying  with any Legal  Requirement  which Owner is  obligated to
comply  with  hereunder,  and if  Tenant,  its  officers,  partners,  agents  or
employees shall not be personally  present or shall not open and permit an entry
into the  Demised  Premises at any time when such entry  shall be  necessary  or
permissible, to use a master key or to forcibly enter the Demised Premises; (ii)
to erect, install, use and maintain pipes, ducts and conduits in and through the
Demised Premises;  (iii) to exhibit the Demised Premises to others; (iv) to make
such decorations, repairs, alterations, improvements or additions, or to perform
such maintenance, including, but not limited to, the maintenance of all heating,
air conditioning, ventilating, elevator, plumbing, electrical, telecommunication
and other mechanical facilities,  as Owner may deem necessary or desirable;  (v)
to take all materials into and upon the Demised Premises that may be required in
connection  with  any  such  decorations,  repairs,  alterations,  improvements,
additions or maintenance;  and (vi) to alter,  renovate and decorate the Demised
Premises at any time during the Demised Term if Tenant shall have removed all or
substantially all of Tenant's  property from the Demised  Premises.  The lessors
under any superior lease and the holders of any mortgage shall have the right to
enter the Demised Premises from time to time through their respective employees,
agents,  representatives  and  architects  to  inspect  the  same or to cure any
default of Owner or Tenant relating  thereto.  Owner shall have the right,  from
time to time, to change the name, number or designation by which the Building is
commonly known which right shall include, without limitation,  the right to name
the Building after any tenant of the Building.

                    (2) Supplementing the provisions of this Paragraph A, Owner,
agrees that,  except in cases of emergency,  any entry upon the Demised Premises
shall be made at reasonable  times,  and only after  reasonable  advance  notice
(which may be mailed, delivered or left at the Demised Premises, notwithstanding
any contrary  provisions of this Lease), and any work performed or installations
made by Owner shall be made with reasonable  diligence and any such entry,  work
or  installations  shall be made in a manner  designed to minimize  interference
with Tenant's normal business  operations  (however,  nothing  contained in this
Section  shall  be  deemed  to  impose  upon  Owner  any  obligation  to  employ
contractors or labor at so-called overtime or other premium pay rates).

               (B) Owner's  Reservation  of Rights to Portions of the  Building:
All parts (except  surfaces facing the interior of the Demised  Premises) of all
walls,  windows and doors  bounding  the Demised  Premises  (including  exterior
Building  walls,  core corridor  walls,  doors and  entrances),  all  balconies,
terraces and roofs adjacent to the Demised Premises, all space in or adjacent to
the  Demised  Premises  used  for  shafts,  stacks,  stairways,  chutes,  pipes,
conduits,  ducts, fan rooms, heating, air conditioning,  ventilating,  plumbing,
electrical,  telecommunication and other mechanical facilities, closets, service
closets and other Building  facilities,  and the use thereof,  as well as access
thereto through the Demised Premises for the purposes of

<PAGE>

operation,  maintenance,  alteration and repair,  are hereby  reserved to Owner.
Owner also reserves the right at any time to change the  arrangement or location
of  entrances,  passageways,  doors,  doorways,  corridors,  elevators,  stairs,
toilets and other  public parts of the  Building,  provided any such change does
not  permanently  and  unreasonably  obstruct  Tenant's  access  to the  Demised
Premises.  Nothing  contained in this Article TENTH shall impose any  obligation
upon Owner with respect to the operation,  maintenance,  alteration or repair of
the Demised Premises or the Building, except as provided in Article Fifth.

               (C) Access to Third Parties:  Owner and its agents shall have the
right to permit access to the Demised  Premises,  whether or not Tenant shall be
present,  to any  receiver,  trustee,  assignee  for the  benefit of  creditors,
sheriff,  marshal or court officer  entitled to, or reasonably  purporting to be
entitled to, such access for the purpose of taking  possession  of, or removing,
any property of Tenant or any other occupant of the Demised Premises, or for any
other lawful purpose,  or by any representative of the fire,  police,  building,
sanitation  or other  department  of the  City,  State or  Federal  Governments.
Neither anything  contained in this Article TENTH, nor any action taken by Owner
under this  Paragraph  (C),  shall be deemed to constitute  recognition by Owner
that any person other than Tenant has any right or interest in this Lease or the
Demised Premises.

               (D) No Actual or Constructive  Eviction: The exercise by Owner or
its agents or by the  lessor  under any  superior  lease or by the holder of any
mortgage  of any  right  reserved  to  Owner in this  Article  TENTH  shall  not
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,
or upon any  lessor  under  any  superior  lease or upon the  holder of any such
mortgage,  by reason of  inconvenience  or annoyance to Tenant,  or injury to or
interruption of Tenant's business, or otherwise.

     ELEVENTH:  Legal  Compliance:(A)  Tenant agrees that its use of the Demised
Premises and the  installation,  operation and maintenance of Tenant's  personal
property and equipment shall at all times, at Tenant's expense,  strictly comply
with all applicable "Legal Requirements", and the orders and requirements of all
"Government Authorities".  The term " Legal Requirements" shall mean all present
and  future  laws,  codes,  ordinances,  statutes,   requirements,   orders  and
regulations,  ordinary  and  extraordinary,  foreseen  and  unforeseen,  of  any
Governmental Authority  (hereinafter defined) and all directions,  requirements,
orders and notices of violations  thereof.  The term "  Governmental  Authority"
shall mean the United  States of America,  the State of New York,  the County of
Suffolk,  Town of Islip,  any  political  subdivision  thereof  and any  agency,
department,   commission,  board,  bureau  or  instrumentality  of  any  of  the
foregoing,  now existing or hereafter created,  having  jurisdiction over Owner,
Tenant, the use of the Demised Premises or the Building.

               (B) In addition to the aforesaid,  Tenant shall (i) not generate,
store, install, dispose of or otherwise handle any substance,  waste or material
which is deemed  hazardous,  toxic, a pollutant or contami-

<PAGE>

nant,  under any Legal  Requirement  now or hereinafter  in effect  (referred to
herein as "Hazardous  Substances") in the Demised Premises,  or in or around the
Building, in any manner contrary to any applicable Legal Requirements;  (ii) not
install or place in the Demised  Premises  any  asbestos or  asbestos-containing
materials  (iii) at Tenant's  cost and expense  remove,  clean-up and remedy any
Hazardous Substance in the Demised Premises or the Building to the extent and in
the manner  required by any applicable  Legal  Requirements,  if the presence of
such Hazardous  Substances  resulted from the action or inaction of Tenant,  its
employees,  contractors,  subcontractors,  agents, occupants or invitees. Tenant
shall   not   remove,   clean  up,   abate,   or   disturb   any   asbestos   or
asbestos-containing  material in or about the Demised  Premises  except as Owner
shall direct.

     TWELFTH:  Casualty  and  Condemnation.(A)  In the  event  that the  Demised
Premises  shall  be  damaged  by fire or other  casualty,  Owner  shall  have no
obligation to repair such damage provided that if Owner gives Tenant notice that
it intends to repair  such  damage  within  ninety  (90) days of such  damage or
casualty  then,  this Lease shall remain in full force and effect  provided that
Owner shall  undertake  such repairs with  reasonable  diligence.  If the Tenant
shall be unable  to use all or  substantially  all of the  Demised  Premises  or
Tenant's  equipment by reason of a fire or casualty  which was not the result of
the act or negligence of Tenant, then, during such period of inability the Fixed
Rent,  increases  therein or other sums  payable by Tenant to Owner  shall abate
until the earlier of the date (i) such damage is repaired or (ii) Tenant  begins
to use Demised  Premises  or (iii) this Lease and the Demised  Term shall end as
provided in this Article TWELFTH,  provided however, that in the event that only
a portion of the Demised  Premises is so rendered  unusable then, the Fixed Rent
shall be abated in the same  portion  that the  usable  portion  of the  Demised
Premises  bears to the total amount of the Demised  Premises.  In the event that
Owner shall not give notice that it intends to repair such damage,  then, Tenant
shall have the  option,  by notice to Owner  within  thirty  (30) days after the
initial  ninety  (90) day period,  to cancel this Lease and the Demised  Term in
which event this Lease and the Demised Term shall terminate and be of no further
force and effect as of the date of such notice and except for those  obligations
which  survive  expiration  of the Demised  Term,  neither  party shall have any
further  obligation  or  liability  under this  Lease for any period  after such
effective termination date.

               (B)  Notwithstanding  anything  contained  in this  Lease  to the
contrary,  in the event that any of the  following  listed  events  shall  occur
(sometimes referred to herein as the "Termination Events"),  then this Lease and
the Demised Term shall terminate and be of no further force and effect as of the
effective date that this Lease shall so terminate.  For the purposes  hereof the
Termination Events shall be any of the following:

                    (i) if (a) the Demised Premises or (b) the Building shall be
          damaged by fire or other casualty (whether or not in such instance the
          Demised  Premises  shall be so damaged)  and Owner shall decide not to
          repair or restore such damage,  the Demised Term shall terminate as of
          the date of such fire or casualty, if the Demised Premises was damaged
          thereby.

<PAGE>

                    (ii)  the  Demised  Premises  or a  substantial  part of the
          Building shall be acquired or condemned by any legal  authority or for
          public use or purpose in which event the Lease granted hereunder shall
          terminate upon a notice by Owner to Tenant  terminating this Lease and
          the  Demised  Term as of the date of such  taking  and Owner  shall be
          entitled to the entire  award  therefor.  However,  nothing  contained
          herein shall prohibit Tenant from seeking a separate  award,  provided
          same shall not reduce Owner's award. (C) Tenant  acknowledges  that it
          has been advised that Owner's insurance policies do not cover Tenant's
          personal  property  or any other  property  of  Tenant in the  Demised
          Premises;  accordingly,  it shall be Tenant's obligation to obtain and
          maintain  insurance  covering  its  property in the Demised  Premises.
          Tenant shall  attempt to obtain and maintain,  throughout  the Demised
          Term,  in Tenant's  casualty  and other  insurance  policies  covering
          Tenant's personal property and other property of Tenant in the Demised
          Premises, so-called "waiver subrogation" provisions to the effect that
          such policies  shall not be invalidated  should the insured waive,  in
          writing,  prior to a loss,  any or all right of  recovery  against any
          party  for loss  occasioned  by fire or other  casualty.  If Tenant is
          unable  to obtain  such  provisions  in  Tenant's  property  and other
          insurance  policies,  Tenant shall name Owner as an additional insured
          but not as a loss payee under such policies,  it being  understood and
          agreed  that  Owner  shall  have  no  right  whatsoever  to any of the
          proceeds of such insurance.  As long as such or similar provisions are
          included  in such  insurance  policies  then in force,  Tenant  hereby
          waives  (and  agrees  to cause any other  permitted  occupants  of the
          Demised  Premises to execute and deliver to Owner written  instruments
          waiving) any right of recovery  against  Owner,  any lessors under any
          ground or underlying lease, the holders of any mortgage, and all other
          tenants or occupants of the  Building,  and any  servants,  employees,
          agents or  contractors of Owner,  or of any such lessor,  or holder or
          any such other tenants or occupants,  for any loss  occasioned by fire
          or  other  casualty.  In the  event  that at any time  such  insurance
          carriers  shall not  include  such or similar  provisions  in any such
          insurance policy,  the waiver set forth in the foregoing  sentence (or
          in any written instrument  executed by any other permitted occupant of
          the Demised  Premises) shall, upon notice given by Tenant to Owner, be
          deemed of no further force or effect from and after the giving of such
          notice.  During any period  while any such waiver of right of recovery
          is in effect,  Tenant, or any other permitted  occupant of the Demised
          Premises,  as the case may be,  shall look  solely to the  proceeds of
          such policies to compensate  Tenant or such other  permitted  occupant
          for any loss occasioned by fire or other casualty.

     THIRTEENTH:  Indemnity and  Insurance:  (A) Tenant  covenants and agrees to
defend,  protect,  indemnify and hold harmless Owner, Rudin Management  Company,
Inc. and Cogswell  Realty  Group,  LLC,  and their  agents  (including,  but not
limited to CRG  Management,  LLC,  which is  Owner's  managing  agent),  and the
agents,  servants and employees of each of the foregoing and such other entities
as may be designated by the Owner  (individually,  "Indemnitee" and collectively
the  "Indemnitees")  from and against  each and every  claim,  demand,  cause of
action,  liability,  cost,  damage,  loss,  penalty,  fine,  judgment or expense
(including, but not limited to, attorneys' fees and expenses incurred in defense
of the Indemnitees) which (i) may be made, asserted,

<PAGE>

brought or recovered by any person, firm or corporation arising out of any death
or bodily or personal  injury  (including  sickness or disease) or any damage to
property  to the extent  caused by,  resulting  from or in any way  directly  or
indirectly  incidental to or in connection with the use of the Demised  Premises
or the  operation  of the  Tenant's  equipment,  and/or  any  act,  omission  or
negligence  of Tenant and its agents  contractors  or  employees  and (ii) shall
arise  or  result  from  or be  incurred  in  connection  with  or in any way be
incidental  to (1) any breach by Tenant of its  obligations  under this Lease or
(2) any  violation of any Legal  Requirement  by Tenant or any fine,  penalty or
governmental  order issued to or enforced against Owner or any Indemnitee by any
relevant  Governmental  Authority  with  regard  to  such  violation;  the  term
"expense" shall include,  but not be limited to, any attorneys' fees or expenses
incurred  by Owner in  connection  with the  aforesaid  and  attorneys'  fees or
expenses  incurred in connection with any action to recover such attorneys' fees
or expenses.  The obligations of Tenant  hereunder shall survive the expiration,
cancellation or termination of this Lease and the Demised Term.

               (B)  Without   limiting  the  aforesaid,   Tenant  agrees  to  be
responsible  for any damage  caused to the Building,  and/or any other  property
owned by Owner or any tenant, Tenant, user or occupant of the Building which may
be  caused by Tenant or any of its  agents or  representatives.  Throughout  the
Demised Term and for so long as Tenant (or any person  through or under  Tenant)
shall use or occupy the Demised  Premises,  Tenant  shall,  at Tenant's cost and
expense,  obtain and maintain  throughout the Demised Term comprehensive  public
liability and water legal  liability  insurance  against any claims by reason of
personal  injury,  death and property  damage  occurring in or about the Demised
Premises  covering,  without  limitation,  the  operation  of  any  private  air
conditioning equipment and any private elevators,  escalators or conveyors in or
serving the Demised  Premises or any part thereof,  whether  installed by Owner,
Tenant or others,  and shall furnish to Owner  certificates of such insurance at
least ten (10) days  prior to the  Commencement  Date and at least ten (10) days
prior to the expiration of the term of any such policy  previously  furnished by
Tenant,  in which  policies  Owner,  and Owner's  Indemnitees  shall be named as
additional insureds,  which policies shall be issued by companies,  and shall be
in form and amounts, satisfactory to Owner.

     FOURTEENTH:  Subordination. This Lease and all of Tenant's rights hereunder
shall  remain,  subject  and  subordinate  in  all  respects  to all  ground  or
underlying  leases now or hereafter in effect and to all mortgages which may now
or hereafter  affect such leases and/or the Building  and/or the Real  Property,
and to all advances  made or hereafter to be made under such  mortgages,  and to
all renewals,  modifications,  consolidations,  correlations,  replacements  and
extensions of, and substitutions  for, such leases and mortgages.  The foregoing
provisions of this Article shall be self-operative  and no further instrument of
subordination shall be required.

     FIFTEENTH: Owner Liability Limitation. Except as provided for herein, Owner
shall  incur no  liability  to  Tenant  or to any  person,  firm or  corporation
claiming  by,  through  or under  Tenant in  connection  with this  Lease or the
revocation  thereof,  or the use by Tenant of all or any portions of the Demised
Premises or the Building.  Owner shall have no  responsibility  or liability for
any loss or damage that may occur to Tenant's  property or effects while located
in the  Demised  Premises  or the  Building  unless  such  damage  is due to the

<PAGE>

negligence of Owner. No general or limited partner, officer, director,  employee
or shareholder of Owner or any agent thereof shall be personally  liable for the
performance of Owner's  obligation  under this Lease. The liability of Owner for
any of Owner's obligations under this Lease shall be limited to Owner's interest
in the  Building,  and Tenant shall not look to any of Owner's  other assets for
enforcement  or  satisfaction  of any such  obligation,  nor shall  Tenant  seek
recourse for such  enforcement  or  satisfaction  against any general or limited
partner,  officer,  director,  employee  or  shareholder  of Owner or any  agent
thereof. Tenant acknowledges and agrees that (i) Owner shall not be obligated to
provide  security or any other type of protection  for any  equipment,  personal
property or  installation  in the Demised  Premises,  (ii) neither Owner nor its
agents  shall be liable or  responsible  to Tenant for any loss or damage to any
property  or  person  occasioned  by  theft,  fire,  act of God,  public  enemy,
injunction, riot, strike,  insurrection,  war, court order, requisition or other
order of  governmental  body or  authority,  or for any damage or  inconvenience
which may arise  through  maintenance,  repair or  alteration of any part of the
Building. Owner and Tenant agree that neither party shall be liable to the other
for any special or consequential damages, including lost profits or revenues, as
a result of such parties' default of its obligations under this Lease,  provided
that nothing contained herein shall otherwise limit, modify or violate any claim
or remedy in law or equity by one party hereof  against the other by reason of a
breach or default in the other's obligations under this Lease.

     SIXTEENTH:  Default/Remedies.(A)  If at any  time  prior to or  during  the
Demised Term, any one or more of the following events (referred to as "Events of
Default")  shall occur:  (i) if Tenant shall  default in the payment when due of
any  installment  of Fixed Rent or in the payment when due of any other sums due
Owner  hereunder,  and such default shall continue for a period of ten (10) days
after notice by Owner to Tenant of such default, or (ii) if Tenant shall default
in the observance or performance of any term,  covenant or condition (other than
the  covenants  to make  payment  of Fixed Rent or other sums due Owner) of this
Lease on  Tenant's  part to be observed or  performed  and Tenant  shall fail to
remedy such default  within  thirty (30) days after notice by Owner to Tenant of
such default;  or (iii) if Tenant shall file a voluntary  petition in bankruptcy
or insolvency,  or such proceeding  shall be commenced  against Tenant or Tenant
shall be  adjudicated  a bankrupt or  insolvent,  or Tenant  shall file or there
shall be filed against Tenant any petition or answer seeking any reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under present or any future  federal  bankruptcy act or any other present
or future  applicable  federal,  state or other  statute or law, or Tenant shall
make an assignment for the benefit of creditors, or Tenant shall seek or consent
to or acquiesce in the  appointment  of any trustee,  receiver or liquidator for
Tenant  or of all or any part of  Tenant's  property;  or (iv) if  Tenant  shall
default in the observance or  performance of any term,  covenant or condition on
the part of Tenant to be observed or performed  under any other  agreement  with
Owner and such default shall continue  beyond any grace period set forth in such
other agreement for the remedying of such default; or (v) if Tenant shall desert
or abandon the  Demised  Premises  or  Tenant's  equipment;  or (vi) if Tenant's
interest in this Lease  shall  devolve  upon or pass to any  person,  whether by
operation of law or otherwise  except as provided in Article  NINTH hereof then,
upon the occurrence, at any time prior to or during the Demised Term, of any one
or more of such Events of Default,  Owner,  at any time  thereafter,  at Owner's
option,  may give to Tenant a ten (10) days' notice of

<PAGE>

termination of this Lease and, in the event such notice is given, this Lease and
the Demised Term shall come to an end and expire upon the expiration of said ten
(10) days with the same  effect  as if the date of  expiration  of said ten (10)
days were the  expiration  date of the Demised  Term and this Lease,  but Tenant
shall remain liable for damages and all other sums payable  pursuant to law. Any
notice given by Owner to Tenant under this Article  SIXTEENTH  shall be deemed a
"ten day  notice  to quit"  under  the  provisions  of  Section  713 of the Real
Property Actions and Proceedings Law.

               (B) In the event that this Lease shall end,  Owner and its agents
and  servants  may  immediately,  or at any time after such default or after the
date upon which this Lease and the Demised Term shall expire and come to an end,
re-enter the Demised  Premises or any part thereof,  without  notice,  either by
summary proceedings or by any other applicable action or proceeding, or by force
or  otherwise  (without  being  liable to  indictment,  prosecution  or  damages
therefor),  and may repossess the Demised Premises and dispossess Tenant and any
other persons from the Demised Premises and remove any and all of their property
and effects from the Demised Premises including Tenant's equipment and Owner, at
Owner's  option,  may  release  the  whole or any  part or parts of the  Demised
Premises,  from time to time, either in the name of Owner or otherwise,  to such
tenant  or  tenants,  for such  term or terms  ending  before,  on or after  the
expiration  date of the Demised Term, at such rental or rental fees or otherwise
and upon such other  conditions,  which may  include  concessions  and free rent
periods, as Owner, in its sole discretion,  may determine.  Tenant hereby waives
the  service  of any notice of  intention  to  re-enter  or to  institute  legal
proceedings  to that end which may  otherwise  be required to be given under any
present or future  law.  Tenant,  on its own behalf and on behalf of all persons
claiming through or under Tenant,  including all creditors,  does further hereby
waive any and all rights which Tenant and all such persons might  otherwise have
under any present or future law to redeem the Demised  Premises,  or to re-enter
or repossess  the Demised  Premises,  or to restore the operation of this Lease,
after (i) Tenant shall have been dispossessed by a judgment or by warrant of any
court or judge,  or (ii) any  re-entry  by Owner,  or (iii)  any  expiration  or
termination  of this  Lease  and the  Demised  Term,  whether  such  dispossess,
re-entry,  expiration or termination shall be by operation of law or pursuant to
the provisions of this Lease.

     SEVENTEENTH:  Inability  to Perform.  (A) If, by reason of strikes or other
labor  disputes,  fire or other casualty (or reasonable  delays in adjustment of
insurance),  accidents,  Legal  Requirement  or any  orders  of  any  Government
Authority,  or any other  cause  beyond  Owner or Tenant's  reasonable  control,
whether or not such other cause shall be similar in nature to those hereinbefore
enumerated,  Owner or Tenant, as the case may be, is unable to perform,  fulfill
or is delayed in fulfilling any of their respective obligations under this Lease
or any instrument collateral thereto, then the performance or observance of such
obligation  shall be  suspended to the extent of and during the duration of such
inability  and (i) no such  inability  or delay  shall  constitute  an actual or
constructive  eviction of Tenant,  in whole or in part, or entitle Tenant to any
abatement or diminution of any of the Fixed Rent or any other sum due Owner from
Tenant  hereunder,  or (ii) no such  inability or delay shall  relieve  Owner or
Tenant, as the case may be, from any of their respective  obligations under this
Lease which are not affected by such inability or delay, or impose any liability
upon  Owner,  or  Tenant  as the case may be,  or their

<PAGE>

agents, by reason of inconvenience or annoyance to the other party, or injury to
or  interruption  of Tenant's  business,  or otherwise.  The  provisions of this
Article SEVENTEENTH shall not apply to the obligations of either Owner or Tenant
to pay any  monies due the other  party.  Owner and  Tenant,  as the case may be
applicable, each agrees to employ reasonable diligence to eliminate the cause of
any inability or delay referred to in this Article,  however,  the provisions of
this  sentence  shall not apply in the event of any strike or labor  dispute and
neither party shall be required to employ labor at overtime or any other premium
pay rates unless there is a danger or threatened  danger to the health or safety
of any occupant of the Building or the environmental condition thereof.

               (B) If by reason of  strikes  or other  labor  disputes,  fire or
other  casualty (or  reasonable  delays in adjustment  of insurance)  accidents,
orders or regulations of any Federal,  State, County or Municipal authority,  or
any other cause beyond Tenant's reasonable control,  Tenant is unable to fulfill
any of Tenant's obligations under this Lease or any collateral  instrument [with
the  exception of any  obligations  on Tenant's part to pay any sum of money due
Owner,  including,  without  limitation,  the payment of Fixed Rent or increases
thereof,  or  any  additional  rent,  which  monetary  obligation  shall  remain
unaffected by the provisions of this Section (B)],  Tenant shall not be required
to fulfill  such  non-monetary  obligations  during the period that Tenant is so
unable to fulfill  them by reason of the above,  provided  however,  that Tenant
shall employ  reasonable  diligence  to attempt to  eliminate  the cause of such
inability referred to in this Section (B).

     EIGHTEENTH:  Notices. Any bills, statements,  notices, demands, requests or
other  communications given or required to be given pursuant to this Lease shall
be  effective  only if  rendered  or given in  writing,  sent by  registered  or
certified mail, return receipt  requested,  addressed (a) to Tenant,  Att: Vinny
DiSpigno (i) at the address set forth  above,  or (ii) at any place where Tenant
or any agent or employee of Tenant may be found if mailed subsequent to Tenant's
vacating,  abandoning  or  surrendering  the  Demised  Premises,  with a copy to
Kaufman & Moomjian,LLC,  50 Charles  Lindbergh  Blvd.,  Mitchel Field,  New York
11533,  Attn: Neil M. Kaufman and to Vizacom,  Glenpointe Centre East, 300 Frank
W. Burr Blvd., 7th Floor,  Teaneck, New Jersey 07666, Attn: Judy Kumreuther,  or
(b) to Owner at the address set forth  above,  with a copy to Goldfarb & Fleece,
345 Park Avenue,  New York, New York 10154,  Att.:  PARTNER IN CHARGE.  Any such
bill, statement,  notice, demand, request or other communication shall be deemed
to have been  rendered  or given on the date when it shall  have been  mailed as
provided herein.

     NINETEENTH:  Miscellaneous.  (A) This Lease  embodies and  constitutes  the
entire  understanding  between  the  parties  with  respect  to the  transaction
contemplated herein. This Lease may not be modified,  amended or terminated, and
Tenant's  obligations  hereunder  shall  in no  way  be  discharged,  except  as
expressly  provided  in this  Lease or by  written  instrument  executed  by the
parties hereto. This Lease shall be governed by and construed in accordance with
the laws of the State of New York.  This Lease shall not be binding or effective
until this Lease is executed and  delivered by Owner and Tenant.  This Lease may
be executed in several counterparts, each of which shall constitute an original,
but all of which together shall constitute one and the same instrument.

<PAGE>

               (B) The term " business days" as used in this Lease shall exclude
Saturdays,  Sundays and  holidays,  the term " Saturdays"  as used in this Lease
shall exclude holidays and the term " holidays" as used in this Lease shall mean
all days observed as legal  holidays by either the New York State  Government or
the Federal Government.  The terms " Person" and "persons" as used in this Lease
shall be deemed to include natural persons,  firms,  corporations,  associations
and any other  private or public  entities,  whether  any of the  foregoing  are
acting  on their  own  behalf  or in a  representative  capacity.  If any  term,
covenant or condition of this Lease or any application  thereof shall be invalid
or unenforceable,  the remainder of this Lease and any other application of such
term,  covenant or condition shall not be affected thereby.  This Lease shall be
construed without regard to any presumption or other rule requiring construction
against the party causing this Lease to be drafted.  In the event of any action,
suit,  dispute or proceeding  affecting the terms of this Lease, no weight shall
be given to any  deletions  or  striking  out of any of the terms of this  Lease
contained in any draft of this Lease and no such deletion or strike out shall be
entered into evidence in any such action,  suit or dispute or  proceeding  given
any weight therein.

               (C) Owner and Tenant mutually  represent and warrant to the other
that they had no dealings  with any  brokers,  consultants,  individuals  or any
other entities in the negotiation  and/or  consummation of this Lease. Owner and
Tenant hereby mutually agree to indemnify and hold the other party harmless from
and against any claims,  costs, expenses (including,  without limitation,  legal
fees) and other  liabilities  incurred by the other party by reason of any claim
or action for a commission or fee or other  compensation by any person or broker
in connection with this Lease with whom the  indemnifying  party may have dealt.
The  provisions of this  Paragraph  (C) shall survive the  expiration or earlier
termination of the Demised Term and this Lease.

               (D) This Lease shall be binding  upon and inure to the benefit of
the parties hereto and their  respective legal  representatives,  successors and
assigns.

               (E)  Tenant  shall  have no right  to  record  this  Lease or any
memorandum thereof.

               (F) Tenant shall comply with all reasonable  building rules Owner
may from time to time adopt and of which Owner shall notify Tenant thereof.

               (G) Owner  covenants  and agrees with  Tenant that upon  Tenant's
paying Fixed Rent and  additional  rent reserved in this Lease and observing and
performing all of the terms,  covenants and conditions of this Lease on Tenant's
part to be observed and  performed,  Tenant may  peaceably and quietly enjoy the
Demised  Premises  during  the  Demised  Term,  subject,  however  to the terms,
covenants and conditions of this Lease.

<PAGE>

               (H) Owner shall  provide a space for  Tenant's  back up generator
behind the rear of the  Demised  Premises  provided  Tenant  shall  comply  with
Owner's rules and regulations with respect thereto.

     TWENTIETH.  Security.  The sum of FOURTEEN THOUSAND NINE HUNDRED FORTY NINE
and  92/100  ($14,949.92)  DOLLARS  representing  security  (referred  to  as  "
Security") for the faithful  performance  and observance by Tenant of the terms,
covenants  and  conditions  of this Lease on Tenant's  part to be  observed  and
performed is due and payable at the time of the  execution  and delivery of this
Lease. In the event of any default by Tenant in the observance or performance of
any of the terms, covenants or conditions of this Lease on the part of Tenant to
be  observed  or  performed  including,  but not  limited to, any default in the
payment when due of any monthly installment of the Fixed Rent or increase in the
Fixed Rent  payable  pursuant  to the  provisions  of Articles  TWENTY-FIRST  or
TWENTY-SECOND  or of any additional rent, Owner may use or apply all or any part
of the Security for the payment to Owner for Tenant's account of any sum or sums
due under this Lease,  without  thereby  waiving any other rights or remedies of
Owner with respect to such  default.  Tenant agrees to replenish all or any part
of the  Security  so used or applied  during  the  Demised  Term.  After (i) the
Expiration  Date or any other date upon which the Demised  Term shall expire and
come to an end, and (ii) the full observance and performance by Tenant of all of
the  terms,  covenants  and  conditions  of this  Lease on  Tenant's  part to be
observed and performed, including, but not limited to, the provisions of Article
EIGHTH, Owner shall return to Tenant the balance of the Security,  together with
accrued  interest  thereon,  then held or retained by Owner.  Owner agrees that,
unless  prohibited by law or by the general policies of lending  institutions in
New York City, Owner shall deposit the Security in an  interest-bearing  savings
account  with a bank  selected by Owner,  in which event all  interest  accruing
thereon  shall be added to and become part of the Security and shall be retained
by Owner under the same conditions as the sum originally  deposited as Security.
Tenant agrees that Tenant shall not assign or encumber any part of the Security,
and no  assignment or  encumbrance  by Tenant of all or any part of the Security
shall be binding upon Owner, whether made prior to, during, or after the Demised
Term.  Owner shall not be required to exhaust  its  remedies  against  Tenant or
against the Security  before having  recourse to any other form of security held
by Owner and  recourse  by Owner to any form of  security  shall not  affect any
remedies of Owner which are  provided  in this Lease or which are  available  to
Owner in law or equity.  In the event of any sale,  assignment  or  transfer  by
Owner named herein (or by any subsequent  Owner) of its interest in the Building
as owner or lessee,  Owner (or such  subsequent  owner)  shall have the right to
assign or transfer the Security to its grantee,  assignee or transferee  and, in
the  event  of such  assignment  or  transfer,  Owner  named  herein,  (or  such
subsequent  Owner)  shall  have no  liability  to Tenant  for the  return of the
Security and Tenant shall look solely to the grantee, assignee or transferee for
such return.  A lease of the entire  Building shall be deemed a transfer  within
the meaning of the foregoing sentence.  Notwithstanding anything to the contrary
set forth in the foregoing  provisions of this Article,  Owner shall be entitled
to  retain  the one  (1%)  percent  administrative  fee  permitted  by law to be
retained by landlords with respect to security deposits.

<PAGE>

     TWENTY-FIRST.  Tax Escalation. A. Definitions:  In the determination of any
increase  in the Fixed  Rent under the  provisions  of this  Article,  Owner and
Tenant agree that the following terms shall have the following meanings:

                    (1) The term "Tax  Escalation  Year"  shall mean each fiscal
year  commencing  December 1st and ending on the  following  November 30th which
shall include any part of the Demised Term.

                    (2) The term " Taxes" shall be deemed to mean a sum equal to
all real  estate  taxes and  assessments,  special  or  otherwise,  upon or with
respect to the Real Property imposed by the Town of Islip,  County of Suffolk or
any other  taxing  authority to create a source of revenue  through  taxation of
real  estate as such.  If,  due to any  change in the  method of  taxation,  any
franchise,  income,  profit,  sales,  rental,  use and occupancy or other tax or
payments in lieu of any such taxes shall be  substituted  for, or levied against
Owner or any owner of the  Building  or the Real  Property,  in lieu of any real
estate taxes or assessments upon or with respect to the Real Property,  such tax
or  payments  in lieu of any such taxes  shall be included in the term Taxes for
the purposes of this Article.

                    (3) The term " Tenant's  Proportionate Share" shall mean the
fraction, 3,817/355,000.

                    (4) The term "Owner's Basic Tax Liability"  shall mean a sum
equal to Taxes,  as finally  determined,  payable  for the Tax  Escalation  Year
commencing December 1st 1999 expiring November 30th 2000.

               (B) If Taxes payable in any Tax Escalation  Year shall be in such
amount as shall  constitute an increase above Owner's Basic Tax  Liability,  the
Fixed Rent for such Tax  Escalation  Year shall be  increased  by a sum equal to
Tenant's  Proportionate  Share of any such  increase.  Tenant shall pay any such
amounts  owing to Owner  pursuant to the  foregoing  provisions  of this Article
within ten (10) days after the submission by Owner to Tenant of a bill therefor,
Tenant's obligation to make such payments shall survive the expiration or sooner
termination  of this  Lease.  All  sums  payable  under  this  Article  shall be
collectible by Owner in the same manner as Fixed Rent.

     TWENTY-SECOND. Consumer Price Index Escalation

               A. Definitions. In the determination of any increase in the Fixed
Rent under the provisions of this Article, Owner and Tenant agree as follows:

<PAGE>

                    (1) The term "Escalation Year" shall mean each calendar year
which shall include any part of the Demised Term.

                    (2) The term  "Owner's CPI  Statement"  shall mean a writing
setting forth a computation  of any increase in the Fixed Rent for the preceding
Escalation Year pursuant to the provisions of this Article.

                    (3) The term "Price  Index"  shall mean the  Consumer  Price
Index for Urban Wage Earners and  Clerical  Workers  based on the United  States
Cities national monthly average for all group  commodities and items,  published
by the U.S.  Department  of Labor,  Bureau of Labor  Statistics,  or a successor
substitute  index.  If in any Escalation  Year, the 1982-84 average of 100 is no
longer  used as the basis of  calculation  of the  Price  Index,  then,  for the
purposes  of this  Article,  the Price Index for such  Escalation  Year shall be
recalculated  as  though  such  1982-84  average  of 100 was  still the basis of
calculation of the Price Index for such Escalation Year. In the event such Price
Index  (or  a  substitute   successor  index)  is  not  available,   a  reliable
governmental  or  other  non-partisan  publication  evaluating  the  information
theretofore  used in  determining  the Price  Index shall be used to reflect the
increase in the national cost of living.

                    (4) The term "Base  Price  Index  Rate" shall mean the Price
Index for the month in which the Commencement Date shall occur.

               B. The Fixed Rent for each  Escalation Year shall be increased by
a sum determined by multiplying (i) the Fixed Rent for such Escalation  Year, by
(ii) the  percentage  increase  in the Price  Index for the month of December in
such  Escalation  Year above the Base Price  Index Rate.  Appropriate  Proration
shall be made for any partial Escalation Year. Tenant shall pay any such amounts
owing to Owner  pursuant to the foregoing  provisions of this Article within ten
(10) days after the submission by Owner to Tenant of a bill  therefor.  Tenant's
obligation  to make  such  payments  shall  survive  the  expiration  or  sooner
termination  of this  Lease.  All  sums  payable  under  this  Article  shall be
collectible by Owner in the same manner as Fixed Rent.

<PAGE>

     TWENTY-THIRD.  Arbitration Any dispute with respect to the reasonability of
any  failure or refusal of Owner to grant its consent or approval to any request
for such  consent or approval  pursuant to the  provisions  of Section 9.03 with
respect to which request Owner has agreed, in such Section,  not unreasonably to
withhold  such consent or approval  which is submitted to  arbitration  shall be
finally determined by arbitration in the City of New York in accordance with the
rules and regulations then obtaining of the American Arbitration  Association or
its  successor.  Any such  determination  shall be final  and  binding  upon the
parties,  whether  or not a judgment  shall be  entered in any court.  In making
their  determination,  the  arbitrators  shall  not  subtract  from,  add to, or
otherwise  modify any of the provisions of this Lease.  Owner and Tenant may, at
their own expense,  be represented by counsel and employ expert witnesses in any
such  arbitration.  Any dispute with respect to the reasonability of any failure
or refusal of Owner to grant its  consent or  approval  to any  request for such
consent or approval  pursuant to any of the provisions of this Lease (other than
Section 9.03) with respect to which Owner has  covenanted  not  unreasonably  to
withhold such consent or approval,  and any dispute  arising with respect to the
increases  in Fixed  Rent due to the  provisions  of  Article  TWENTY-FIRST  and
Article  TWENTY-SECOND  shall be determined by applicable legal proceedings.  If
the  determination  of any such legal  proceedings,  or of any arbitration  held
pursuant to the  provisions  of this Section  with  respect to disputes  arising
under  Section  9.03 shall be adverse  to Owner,  Owner  shall be deemed to have
granted the requested  consent or approval,  or be bound by any determination as
to Taxes and Consumer  Price Index  Escalation  and the  increases in Fixed Rent
relating thereto, but that shall be Tenant's sole remedy in such event and Owner
shall not be liable to Tenant for a breach of Owner's  covenant not unreasonably
to withhold such consent or approval, or otherwise. Each party shall pay its own
counsel and expert  witness fees and expenses,  if any, in  connection  with any
arbitration held pursuant to the provisions of this Section and the parties will
share all other expenses and fees of any such arbitration.

     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals as of the day and year first above written.

                                 SPACELY LLC, Owner

                                 By: Rudin LITC Associates, Managing Member
                                     --------------------------------------

                                 By: /s/ William Rudin
                                     --------------------------------------
                                 Name:  William Rudin
                                 Title: Managing Member
                                        Owner


                                 PWR SYSTEMS, INC.

                                 By: /s/ David Salav
                                     --------------------------------------
                                     Name:  David Salav
                                     Title: President

<PAGE>

UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT
                             (Within New York State)


State of New York      )
                       :ss.:
County of Suffolk      )


     On the 26th day of May, in the year 2000, before me, the undersigned,
personally appeared David N. Salar, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in
his/her/their capacity(ies), and that by his signature on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.

                                   /s/ Mary Greene
                      ----------------------------------------------------------
                      (Signature and Office of individual taking acknowledgment)


                   UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT

     (Outside of New York State)

State, District of Columbia, Territory,
Possession or Foreign Country
____________________________________):ss.:


          On the _____ day of _______ in the year _________, before me, the
undersigned, personally appeared ___________________________________________,
personally known to me or proved tome on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument, and that such individual made such appearance before
the undersigned in the ___________________. (Insert the city or other political
subdivision and the state or country or other place the acknowledgment was
taken.)


                      ----------------------------------------------------------
                      (Signature and office of individual taking acknowledgment)

<PAGE>

         EXHIBIT 1

This floor plan is annexed to
the Lease and made a part
thereof solely to indicate by
outlining and diagonal
markings the Demised Premises.
All areas, dimensions,
locations and conditions are
approximate.