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THIS LEASE  made this           day of                  19    between
NADIA FARBER d/b/a SID FARBER ENTERPRISES
P.O. BOX 113, MEDFORD, N.Y. 11763
hereinafter referred to as LANDLORD and

UNIVERSAL CLAIM ADMININSTRATION, INC.

hereinafter jointly, severally and collectively referred to as TENANT.

     whitnesseth  that the Landlord  hereby  leases to the tenant and the Tenent
hires and takes from the Landlord   2,000 sq ft office
in the building known as            476 Express Drive South Medford, N.Y. 11763
to be used and occupied by tenant   Offices

and for no other  purpose,  for a term to  commence  on Jan 1 1998 and to end on
December 31, 1996 ,unless sooner  terminated as herein  provided,  at the ANNUAL
RENT of
1/1/1998-12/31/1998  24,000.00/annum  $2,000.00/month
1/1/1999-12/31/1999  24,720.00/annum  $2,060.00/month

Tenant is hereby  granted a 2 year  option  period  beginning  1/1/2000  through
12/31/2001 at 3% increases per year

all payable in equal  monthly  installments  in advance on the first day of each
and every calendar month during said term,  except the first  instalment,  which
shall be paid upon the execution hereof.

     THE TENANT JOINTLY AND SEVERALLY COVENANTS:

     FIRST.--That the Tenant will pay the rent as above provided.

REPAIRS

ORDINANCES AND VIOLATIONS

ENTRY

INDEMNIFY LANDLORD

     SECOND.--That,  throughout  said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements  to either;  make all  repairs in and about the same  necessary  to
preserve  them in good order and  condition,  which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury;  give prompt  notice to the Landlord of any fire that
may occur;  execute  and comply with all laws,  rules,  orders,  ordinances  and
regulations  at any time issued or in force (except those  requiring  structural
alterations),  applicable to the demised premises or to the Tenant's  occupation
thereof,  of the  Federal,  State and Local  Governments,  and of each and every
department,  bureau  and  official  thereof,  and of the New York  Board of Fire
Underwriters;  permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection,  and to exhibit  them for  purposes  of sale or  rental;  suffer the
Landlord to make repairs and  improvements to all parts of the building,  and to
comply with all orders and requirements of governmental  authority applicable to
said building or to any occupation  thereof;  suffer the Landlord to erect, use,
maintain,  repair and replace pipes and conduits In the demised  premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability,  penalties,  damages,  expenses and judgments
arising  from  injury  during  said term to person or  property  of any  nature,
occasioned  wholly or in part by any act or acts,  omission or  omissions of the
Tenant,  or of the employees,  guests,  agents,  assigns or  undertenants of the
Tenant and also for any matter or thing  growing  out of the  occupation  of the
demised  premises  or of the  streets,  sidewalks  or vaults  adjacent  thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain  unmolested  in a  conspicuous  place
upon the exterior of the demised  premises;  repair, at or before the end of the
term, all injury done by the  installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised  premises with all
alterations, additions and improvements in good order and condition.

MOVING INJURY SURRENDER

NEGATIVE COVENANTS

CONSTRUCTION SIGNS

AIR CONDITIONING

     THIRD.--  That the  Tenant  will not  disfigure  or deface  any part of the
building,  or suffer the same to be done,  except so far as may be  necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not  obstruct,  or permit the  obstruction  of the  street or the  sidewalk
adjacent thereto;  will not do anything,  or suffer anything to be done upon the
demised  premises  which  will  increase  the  rate of fire  Insurance  upon the
building or any of its contents, or be liable to cause structural injury to said
building;  will not permit the accumulation of waste or refuse matter,  and will
not,  without the written  consent of the Landlord  first obtained in each case,
either  sell,  assign,  mortgage or transfer  this lease,  underlet  the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by  anybody  other  than  the  Tenant  and  the  Tenant's  employees,  make  any
alterations  in the  demised  premises,  use the  demised  premises  or any part
thereof for any purpose  other than the one first above  stipulated,  or for any
purpose deemed extra  hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls,  stairway or entrances to the building,  and will not erect or
inscribe  any sign  signals  or  advertisements  unless  and until the style and
location  thereof have been approved by the  Landlord;  and if any be erected or
inscribed  without such  approval,  the  Landlord may remove the same.  No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.

IT IS MUTUALLY COVENANTED AND AGREED,  THAT

FIRE CLAUSE

FOURTH.  - If the demised  premises shall be partially  damaged by fire or other
cause  without  the fault or neglect of Tenant,  Tenant's  servants,  employees,
agents,  visitors  or  licensees,  the  damages  shall be repaired by and at the
expense  of  Landlord  and the rent until  such  repairs  shall be made shall be
apportioned  according  to the part of the demised  premises  which is usable by
Tenant.  But if such  partial  damage is due to the fault or  neglect  of Tenant
Tenant's servants,  employees,  agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer,  the damages shall be repaired by Landlord
but there shall be no  apportionment  or  abatement  of rent.  No penalty  shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord  and/or Tenant,  and for reasonable  delay on account of
"labor troubles",  or any other cause beyond Landlord's  control. If the demised
premises are totally  damaged or are  rendered  wholly  untenantable  by fire or
other cause,  and if Landlord  shall decide not to restore or not to rebuild the
same,  or if the  building  shall be so damaged  that  Landlord  shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such  decision,  which notice shall be given as in  Paragraph  Twelve  hereof
provided,  and  thereupon  the term of this lease shall  expire by lapse of time
upon the third day after  such  notice is given,  and  Tenant  shall  vacate the
demised  premises and surrender the same to Landlord.  If Tenant shall not be in
default  under this Lease  then,  upon the  termination  of this Lease under the
conditions  provided  for  in  the  sentence  immediately  preceding,   Tenant's
liability  for rent shall cease as of the day following  the  casuality,  Tenant
hereby  expressly  waives the provisions of Section 227 of the Real Property Law
and agrees  that the  foregoing  provisions  of this  Article  shall  govern and
control in lieu  thereof.  If the damage or  destruction  be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

EMINENT DOMAIN

FIFTH. - If the whole or any part of the premises  hereby demised shall be taken
or condemned by any  competent  authority for any public use or purpose then the
term hereby  granted  shall cease from the time when  possession  of the part so
taken shall be required  for such public  purpose and without  apportionment  of
award,  the Tenant  hereby  assigning to the Landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned.

LEASE IN EFFECT

DEFAULTS

TEN DAY NOTICE

SIXTH.  - If, before the  commencement  of the term. The Tenant be adjudicated a
bankrupt,  or make a "general  assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's  property,  or if
this lease or the estate of the Tenant  hereunder be  transferred  or pass to or
devolve upon any other person or corporation,  or if the Tenant shall default in
the  performance of any agreement by the Tenant  contained in any other lease to
the  Tenant by the  Landlord  or by any  corporation  of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated  and in that case,  neither the Tenant nor anybody  claiming under
the Tenant shall be entitled to go into possession of the demised  premises.  If
after the  commencement  of the term, any of the events  mentioned above in this
subdivision  shall occur,  or if Tenant shall make default in fulfilling  any of
the covenants of this lease, other that the covenants for the payment of rent or
"additional  rent" or if the demised  premises  become  vacant or deserted,  the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall  continue to exist) the term under this
lease shall expire as fully and  completely  as if that day were the date herein
definitely  fixed for the  expiration  of the term and the Tenant will then quit
and surrender the demised premises to the Landlord but the

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RE-POSSESSION BY LANDLORD

RE-LETTING

WAIVER BY TENANT

     If the tenant  shall  make  default  in the  payment  of the rent  reserved
hereunder,  or any item of "additional rent" her mentioned, or any part of a ___
or in making any other  payment  herein  provided,  or if the notice  last above
provided  for shall  have been  given and if the ___ which was the basis of said
notice  shall  exceed the  expiration  of said ten days'  period,  Landlord  may
immediately, or at any time thereafter, re-enter the demised premises and remove
all  persons and all or any  property  therefrom,  either by summary  dispossess
proceedings,  or by any  suitable  action  or  proceeding  at law,  or by  force
otherwise, without being liable to indictment,  prosecution or damages therefor,
and re-possess  and enjoy said premises to get with all  additions,  alterations
and  improvements.  In any  such  case  or in  the  event  that  this  lease  be
"terminated"  before  commencement of the term, as above provided,  the Landlord
may either  re-let the  demised  premises  or any part or parts  thereof for the
Landlord's  own account,  or may, at the Landlord's  option,  re-let the demised
premises or any part or parts  thereof as the agent of the  Tenant,  and receive
the rents therefore,  applying the same first to the payment of such expenses as
the Landlord may have incurred,  and then to the fulfillment of the covenants of
the Tenant  herein,  and the balance,  if any, at the  expiration  of term first
above provided for, shall be paid to the Tenant.  Landlord may rent the premises
for a term extending  beyond the term hereby granted  without  releasing  Tenant
from any  liability.  In the event that the term of this lease  shall  expire as
above in this subdivision "Sixth" provided,  or terminate by summary proceedings
or otherwise,  and if the Landlord shall not re-let the demised premises for the
Landlord's own account,  then, whether or not the premises be re-let, the Tenant
shall remain  liable for, and the Tenant  hereby  agrees to pay to the Landlord,
until the time when this lease would have  expired but for such  termination  or
expiration,  the  equivalent  of the  amount of all of the rent and  "additional
rent" reserved herein, less the avails of reletting,  if any, and the name shall
be due and payable by the Tenant to the  Landlord on the several rent days above
specified,  that is,  upon each of such rent  days the  Tenant  shall pay to the
Landlord the amount of deficiency  then  existing.  The Tenant hereby  expressly
waives any and all right of redemption in case the Tenant shall be  dispossessed
by  judgment  or warrant of any court or judge,  and the Tenant  waives and will
waive all right to trial by jury in any summary proceedings hereafter instituted
by the Landlord against the Tenant in respect to the demised premises. The words
"re-enter"  and  "re-entry"  as used in this lease are not  restricted  to their
technical legal meaning.

REMEDIES ARE CUMULATIVE

     In the event of a breach or  threatened  breach by the Tenant of any of the
covenants or provisions  hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity,  as if re-entry,
summary proceeding and other remedies were not herein provided for.

LANDLORD MAY PERFORM

ADDITIONAL RENT

     SEVENTH.  - If the Tenant  shall make  default  in the  performance  of any
covenant  herein  contained,  the  Landlord  may  immediately,  or at  any  time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of  mechanic's  lien be filed  against  the  demised  premises or against
premises of which the demised  premises are part,  for, or  purporting to be for
labor or material  alleged to have been furnished,  or to be furnished to or for
the Tenant at the demised  premises,  and if the Tenant  shall fail to take such
action as shall cause such lien to be discharged  within  fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings,  and in the event of such deposit
or bonding  proceedings,  the  Landlord  may require the lienor to  prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water,  electric  current or  sprinkler  supervisory  service,  and any  expense
incurred  or sum of money paid by the  Landlord  by reason of the failure of the
Tenant to comply with any  provision  hereof,  or in  defending  any such action
shall be deemed to be "additional rent" for the demised  premises,  and shall be
due and  payable  by the  Tenant  to the  Landlord  on the first day of the next
following  month,  or, at the  option of the  Landlord,  on the first day of any
succeeding  month. The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" then due.

AS TO WAIVERSS

     EIGHTH.  - The  failure  of the  Landlord  to  insist,  in any  one or more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option  herein  contained,  shall not be construed as a waiver or a
relinquishment  for the future of such  covenant  or option,  but the same shall
continue  and remain in full force and effect.  The  receipt by the  Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of each  breach and no waiver by the  Landlord  of any  provision  hereof
shall be deemed to have been made  unless  expressed  writing  and signed by the
Landlord.  Even though the Landlord  shall  consent to an  assignment  hereof no
further  assignment  shall be made  without  express  consent  in writing by the
Landlord.

COLLECTION OF RENT FROM OTHERS

     NINTH. - If this lease be assigned,  or if the demised premises or any part
thereof be underlet or  occupied by anybody  other than the Tenant the  Landlord
may collect rent from the assignee,  under-tenant or occupant, and apply the net
amount  collected to the rent herein  reserved,  and no such collection shall be
deemed a waiver of the covenant herein against assignment and under letting,  or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.

MORTGAGES

     TENTH. - This lease shall be subject and  subordinate at all times,  to the
lien of the  mortgages  now on the demised  premises and to all advances made or
hereafter to be made upon the security  thereof,  and subject and subordinate to
the lien of any mortgage or mortgages  which at any time may be made a lien upon
the  premises.  The tenant will execute and deliver such further  instrument  or
instruments  subordinating  this  lease  to the  lien of any  such  mortgage  or
mortgages  as shall be desired by any  mortgageee  or  proposed  mortgagee.  The
Tenant  hereby  appoints  the  Landlord  the  attorney-in-fact  of  the  Tenant.
Irrevocable to execute and deliver any such  instrument or  instruments  for the
Tenant.

IMPROVEMENTS

     ELEVENTH.  - All  improvements  made by the  Tenant to or upon the  demised
premises,  except said trade fixtures,  shall when made, at once be deemed to be
attached to the freehold,  and become the property of the  Landlord,  and at the
end or other  expiration of the term, shall be surrendered to the Landlord in as
good  order and  condition  as they where when  installed,  reasonable  wear and
damages by the elements excepted.

NOTICES

     TWELFTH.  - Any  notice or demand  which  under the terms of this  lease or
under any statute must or may be given or made by the parties hereto shall be in
writing  and  shall  be  given  or made by  mailing  the  same by  certified  or
registered mail address to the respective  parties at the addresses set forth in
this lease.

NO LIABILITY

     THIRTEENTH.  - The  Landlord  shall not be liable for any  failure of water
supply or electric current,  sprinkler damage, or failure of sprinkler  service,
nor for  injury or damage to person or  property  caused by the  elements  or by
other  tenants  or persons in said  building,  or  resulting  from  steam,  gas,
electricity,  water,  rain or snow, which may leak or flow from any part of said
buildings,  or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface,  or from any other place, nor for  interference  with
light or other incporeal  hereditaments  by anybody other than the Landlord,  or
caused by operations by or for a governmental  authority in  construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.

NO ABATEMENT

     FOURTEENTH.  - No diminution  or abatement of rent,  or other  compensation
shall be claimed or allowed for  inconvenience  or  discomfort  arising from the
making of repairs or improvements to the building or to its appliances,  nor for
any space taken to comply  with any law,  ordinance  or order of a  governmental
authority.  In respect to the various  "services," if any,  herein  expressly or
impliedly  agreed to be furnished  by the  Landlord to the Tenant,  it is agreed
that  there  shall be no  diminution  or  abatement  of the  rent,  or any other
compensation,  for  interruption  or  curtailment  of such  "service"  when such
interruption  or  curtailment  shall be due to accident,  alterations or repairs
desirable or necessary  to be made or to  inability  or  difficulty  in securing
supplies or labor for the  maintenance of such "service" or to some other cause,
not  gross  negligence  on the part of the  Landlord.  No such  interruption  or
curtailment of any such "service" shall be deemed a construction  eviction.  The
Landlord shall not be required to furnish,  and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in  default  in  respect to the  payment  of rent.  Neither  shall  there be any
abatement or  diminution of rent because of making of repairs,  improvements  or
decorations  to the  demised  premises  after  the  date  above  fixed  for  the
commencement  of the term, it being  understood  that rent shall,  in any event,
commence to run at such date so above fixed.

RULES, ETC.

     FIFTEENTH.  - The Landlord may prescribe and regulate the placing of safes,
machinery,  quantities of  merchandise  and other things.  The Landlord may also
prescribe  and  regulate  which  elevator  and  entrances  shall  be used by the
Tenant's  employees,  and for the Tenant's shipping.  The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the  preservation  of good order  therein.  The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.

SHORING OF WALLS

     SIXTEENTH.  - In the event that an excavation shall be made for building or
other  purposes  upon  land  adjacent  to  the  demised  premises  or  shall  be
contemplated  to be made,  the  Tenant  shall  afford to the  person or  persons
causing or to cause such excavation,  license to enter upon the demised premises
for the  purpose of doing such work as said  person or persons  shall deem to be
necessary  to  preserve  the wall or walls,  structure  or  structures  upon the
demised premises from injury and to support the shoring by proper foundations.

VAULT SPACE

     SEVENTEENTH.--  No vaults  or space not  within  the  property  line of the
building  are  leased  hereunder.  Landlord  makes no  representation  as to the
location of the property  line of the  building.  Such vaults or space as Tenant
may be permitted  to use or occupy are to be used or occupied  under a revocable
license and if such  license be revoked by the Landlord as to the use of part or
all of the  vaults or space  Landlord  shall not be  subject  to any  liability;
Tenant shall not be entitled to any  compensation or reduction in rent nor shall
this be  deemed  constructive  or  actual  eviction.  Any tax,  fee or charge of
municipal  or other  authorities  for such  vaults or space shall be paid by the
Tenant for the period of the Tenant's use or occupancy thereof.

ENTRY

     EIGHTEENTH.--  That during seven months prior to the expiration of the term
hereby granted,  applicants shall be admitted at all reasonable hours of the day
to view the premises until rented;  and the Landlord and the  Landlord's  agents
shall be  permitted  any time during the term to visit and  examine  them at any
reasonable  hour of the day, and workmen may enter at any time,  when authorized
by the Landlord or the Landlord's  agents, to make or facilitate  repairs in any
part of the building and if the said Tenant shall not be  personally  present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible  hereunder,  the Landlord or the
Landlord's  agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord  reasonable care to the Tenant's
property) and without in any manner  affecting the  obligations and covenants of
this lease;  it is, however,  expressly  understood that the right and authority
hereby  reserved,  does not  impose,  nor does the  Landlord  assume,  by reason
thereof,  any responsibility or liability whatsoever for the care or supervision
of said premises,  or any of the pipes,  fixtures,  appliances or  appurtenances
therein contained or therewith in any manner connected.

NO REPRESENTATIONS

     NINETEENTH.  - The  Landlord  has made no  representations  or  promises in
respect to said  building  or to the demised  premises  except  those  contained
herein, and those, if any contained in some written communication to the Tenant,
signed by the Landlord. This instrument may not be changed, modified, discharged
or terminated orally.

ATTORNEY'S FEES

     TWENTIETH.  - If the Tenant shall at any time be in default hereunder,  and
if the Landlord  shall  institute an action or summary,  proceeding  against the
Tenant based upon such default,  the Tenant will  reimburse the Landlord for the
expense of attorneys' fees and  disbursements  thereby incurred by the Landlord,
so far as the same are reasonable in amount. Also so long as the Tenant shall be
a tenant hereunder the amount of such expenses shall be deemed "additional rent"
hereunder  and shall be due from the Tenant to the  Landlord on the first day of
the month following the incurring of such respective expenses.

POSSESSION

     TWENTY-FIRST - Landlord shall not be liable for failure to give  possession
of the premises upon  commencement  date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person  wrongfully  in possession or for any other reason a: in such event
the rent shall not commence until  possession is given or is available,  but the
term herein shall not be extended.

<PAGE>

THE TENANT FURTHER COVENANTS:


IF A FIRST FLOOR

     TWENTY-SECOND.  - If The demised  premises or any part thereof consist of a
store,  or of a first floor,  or of any part  thereof,  the Tenant will keep the
sidewalk  and curb in front  thereof  clean at all  times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the same.

INCREASED FIRE INSURANCE RATE

     TWENTY-THIRD.  - If by reason of the conduct upon the demised premises of a
business  not herein  permitted,  or it by reason of the  improper  or  careless
conduct of any business upon or use of the demised premises,  the fire insurance
rate shall at any time be higher  that it  otherwise  would be,  then the Tenant
will reimburse the Landlord, as additional rent hereunder,  for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted,  or because of
the  improper or  careless  conduct of any  business  upon or use of the demised
premises  and will  make  such  reimbursement  upon the  first  day of the month
following  such outlay by the Landlord:  but this covenant  shall not apply to a
premium for any period  beyond the  expiration  date of this lease,  first above
specified.  In any action or  proceeding  wherein  the  Landlord  and Tenant are
parties,  a  schedule  or "make  up" of rate  for the  building  on the  demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises,  shall be prima
facie  evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.

WATER RENT & SEWER

     TWENTY-FOURTH.  - If a separate  water meter were installed for the demised
premises,  or any part thereof,  the Tenant will keep the same in repair and pay
the charges made by the  municipality  or Water Supply Company for or in respect
to the consumption of water,  as and when bills  therefore are rendered.  If the
demised  premises,  or any part thereof,  be supplied with water through a meter
which supplies other premises,  the Tenant will pay to the Landlord, as and when
bills are rendered  therefore,  the Tenant's  proportionate  part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective charges according to floor area against all
of the rentable floor area in the building  (exclusive of the  basement),  which
shall have been occupied  during the period of the  respective  charges,  taking
into account the period that each part of such area was occupied.  Tenant agrees
to pay as  additional  rent  the  Tenant's  proportionate  part,  determined  as
aforesaid,  of the sewer rent or charge imposed or assessed upon the building of
which the premises are a part.

ELECTRIC CURRENT

     TWENTY-FIFTH.  - That the Tenant will purchase  from the  Landlord.  If the
Landlord shall so desire,  all electric  current that the Tenant requires at the
demised  premises,  and will pay the  Landlord  for the same,  as the  amount of
consumption shall be indicated by the meter furnished  therefore.  The price for
said current shall be the same as that charged for  consumption  similar to that
of Tenant by the  company  supplying  electric in the same  community.  Payments
shall be due as and when bills shall rendered. The Tenant shall comply with like
rules,  regulations and contract  provisions as those prescribed by said company
for consumption similar to that of the Tenant.

SPRINKLER SYSTEM

     TWENTY-SIXTH.  - If there now is or shall be installed  in said  building a
"sprinkler  system"  the  Tenant  agrees to keep the  appliances  thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire  Underwriters  or the New York fire  Insurance  Exchange  or any bureau,
department or official of the State or local  government  requires or recommends
that any changes, modifications,  alternations or additional sprinklers heads or
other equipment be made or supplied by reason of the Tenant's  business,  or the
location  of  partitions,  trade  fixtures,  or other  contents  of the  demised
premises, or if such changes, modifications,  alterations,  additional sprinkler
head or other  equipment in the demised  premises  are  necessary to prevent the
imposition of a penalty or a charge  against the full  allowance for a sprinkler
system  in the fire  insurance  rate as fixed by said  Exchange,  or by any Fire
Insurance company,  the Tenant will at the Tenant's own expenses,  promptly make
and supply such changes, modifications,  alterations, additional sprinkler heads
or other  equipment.  As  additional  rent  hereunder the Tenant will pay to the
Landlord, annually in advance,  throughout the term $______________,  toward the
contract price for sprinkler supervisory service.

SECURITY

     TWENTY-SEVENTH.  - The sum of $4,000  Dollars  is  deposited  by the Tenant
herein with the Landlord herein as security for the faithful  performance of all
the  covenants  and  conditions  of the lease by the said Tenant.  If the Tenant
faithfully  performs  all  the  covenants  and  conditions  on  his  part  to be
performed, then the sum deposited shall be returned to said Tenant.

NUISANCE

     TWENTY-EIGHTH.  - This  lease is granted  and  accepted  on the  especially
understood  and agreed  condition  that the Tenant will  conduct his business in
such manner,  both as regards  noise and kindred  nuisances,  as will in no wise
interfere  with,  annoy,  or disturb any other tenants,  in the conduct of their
several  businesses,  or the landlord in the  management of the building;  under
penalty of forfeiture of this lease and consequential damages.

BROKERS COMMISSIONS

     TWENTY-NINTH. - The Landlord hereby recognizes  ____________________ as the
broker who negotiated  and  consummated  this lease with the Tenant herein,  and
agrees that if, as, and when the Tenant exercises the option, if any,  contained
herein to renew this lease, or fails to exercise the option,  if any,  contained
therein to cancel this  lease,  the  Landlord  will pay to said broker a further
commission in accordance with the rules and commission  rates of the Real Estate
Board in the community. A sale, transfer, or other disposition of the Landlord's
interest in said lease shall not operate to defeat the Landlord's  obligation to
pay the said commission to the said broker.  The Tenant herein hereby represents
to the Landlord that the said broker is the sole and only broker who  negotiated
and consummated this lease with the Tenant.

WINDOW CLEANING

     THIRTIETH.  - The Tenant agrees that it will not require,  permit,  suffer,
nor allow the cleaning of any window,  or windows,  in the demised premises from
the  outside  (within  the  meaning of Section  202 of the Labor Law) unless the
equipment and safety  devices  required by law,  ordinance,  regulation or rule,
including,  without  limitation,  Section  202 of the New York  Labor  Law,  are
provided  and  used,  and  unless  the  rules or any  supplemental  rules of the
Industrial  Board of the  State of New York are  fully  complied  with;  and the
Tenant hereby agrees to indemnify the Landlord,  Owner,  Agent,  Manager  and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing any window,  or windows in the demised  premises to be cleaned from the
outside in violation of the  requirements  of the  aforesaid  laws,  ordinances,
regulations and/or rules.

VALIDITY

     THIRTY-FIRST.  - The invalidity or  enforceability of any provision of this
lease  shall in no way  affect  the  validity  or  enforceability  of any  other
provision hereof.

EXECUTION & DELIVERY OF LEASE

     THIRTY-SECOND.  - In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding  that it shall bind
the Landlord unless and until it is executed and delivered by the Landlord.

EXTERIOR OF THE PREMISES

     THIRTY-THIRD.  - The Tenant will keep clean and polished  all metal,  trim,
marble and  stonework  which are a part of the exterior of the  premises,  using
such  materials and methods as the Landlord may direct,  and if the Tenant shall
fail to comply with the  provisions  of this  paragraph,  the Landlord may cause
such work to be done at the expense of the Tenant.

PLATE GLASS

     THIRTY-FOURTH.  - The Landlord  shall  replace at the expense of the Tenant
any and all  broken  glass in the  skylights,  doors  and walls in and about the
demised  premises.  The  Landlord may insure and keep insured all plate glass in
the skylights,  doors and walls in the demised premises,  for and in the name of
the  Landlord  and bills for the  premiums  therefore  shall be  rendered by the
Landlord to the Tenant at such times as the Landlord may elect, and shall be due
from and payable by the Tenant when  rendered,  and the amount  thereof shall be
deemed to be, and shall be deemed to be, and shall be paid as, additional rent.

WAR EMERGENCY

     THIRTY-FIFTH.  - This  lease  and the  obligation  of  Tenant  to pay  rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of tenants to be performed shall in nowise be affected, impaired or excused
because  Landlord  is unable to supply or is delayed in  supplying  any  service
expressly  or  impliedly  to be supplied or is unable to make,  or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental  preemption in connection with a
National  Emergency  declared  by the  President  of  the  United  States  or in
connection  with any rule,  order or regulation of any department or subdivision
thereof of any governmental  agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

QUIET POSSESSION

     FIRST.  - That if and so long as the Tenant  pays the rent and  "additional
rent"  reserved  hereby,  and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises,  subject,  however,
to the terms of this  lease,  and to the  mortgages  above  mentioned,  provided
however,  that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.

ELEVATOR HEAT

     SECOND.  - Subject to the  provisions of Paragraph  `Fourteenth"  above the
Landlord will furnish the following respective  services:  (a) Elevator service,
if the  building  shall  contain an  elevator or  elevators,  on all days except
Sundays  and  holidays,  from ______  A.M.  to _____ P.M.  and on Saturdays from
_______ A.M. to ______ P.M.:  (b) (Heat,  during the same hours on the same days
in the cold season in each year.

And it is mutually  understood  and agreed  that the  covenants  and  agreements
contained in the within lease shall be binding upon the parties  hereto and upon
their respective successors, heirs, executors and administrators.

IN WITTNESS WHEREOF,  the Landlord and the Tenant have  respectively  signed and
sealed these presents the day and year first above written.


IN PRESENCE OF :
                                    UNINTELLIGIBLE                     [ L.S.]
                                -------------------------------------  LANDLORD

                                    UNINTELLIGIBLE                     [ L.S.]
                                -------------------------------------  TENANT

<PAGE>


State of New York, County of                                 88:
On the            day of                      19  , before  me  personally  came
                          , to me known, who, being by me duly sworn, did depose
and say that he resides at                                 ; that he is _____ of
_____________________  , the  corporation  described  in and which  executed the
within  Instrument;  that he knows the seal of said  corporation;  that the seal
affixed by to said  instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like order.


State of New York, County of                                 88:
On the            day of                      19  , before  me  personally  came
                          , to me known, who, being by me duly sworn, did depose
and say that he resides at                                ; that he is ______ of
________________________,  the  corporation  described in and which executed the
within  Instrument;  that he knows the seal of said  corporation;  that the seal
affixed by to said  instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like order.


State of New York, County of                                 88:
On the            day of                      19  , before  me  personally  came
                              , to me known and known to me to be the individual
described in  and  who  executed the foregoing instrument, anf duly acknowledged
that he executed the same.


State of New York, County of                                 88:
On the            day of                      19  , before  me  personally  came
                              , subscribing witness to the foregoing instrument,
with whom I am personally acquainted, who being by me duly sworn, did depose and
say, that he resided, at the time of the execution of said instrument, and still
resides, in                              that he is and then was acquainted with
                        , and knew                  to be                    the
individual described in  and who executed the foregoing instrument; and that he,
said subscribing witness, was present and saw              execute the same; and
that he, said witness, thereupon at the same time subscribed his name as witness
thereto.

================================================================================

BUILDING ________________________________

Premises ________________________________

================================================================================



                                                Landlord



                                to



                                                Tenant



================================================================================

                                   L E A S E

================================================================================













================================================================================


                                    GUARANTY


     In  consideration  of the letting of the premises  within  mentioned to the
Tenant within named,  and of the sum of On Dollar,  to the  undersigned  in hand
paid by the Landlord  within named,  the  undersigned  hereby  guarantees to the
Landlord and to the heirs, successors and/or assigns of the Landlord the payment
by the Tenant of the rent,  within  provided  for,  and the  performance  by the
Tenant of all of the  provisions of the within lease,  Notice of all defaults is
waived,  and consent is hereby given to all extensions of time that any Landlord
may grant.

  Dated: ____________________________   19 ________

                                  _______________________________________ [T.S.]


STATE OF _________________ COUNTY OF ______________________   SS:

On this ____ day of _______________ , 19 ______ , before me personally appeared


To me known and known to me to be the  individual  described in and who executed
the foregoing instrument, and duly acknowledge to me that he executed the same.


<PAGE>


                            Rider to a Lease between
                    Nadia Farber d/b/a SID FARBER ENTERPRISES
                                       and
                      Universal Claim Administration, Inc.


38. The Landlord  agrees that it will not  unreasonably  withhold its consent to
one or more  assignments  Of this  lease  and/or to a  subletting  of the entire
leased  premises,  in connection with the sale of business  conducted by Tenant,
provided:

     a. Tenant shall give  Landlord  Thirty (30) days notice of his intention to
assign this lease or sublet the  premises,  which notice shall contain the name,
address, and business experience and financial statement of purchaser

     b. That ten (10) days prior to the assignee or sublessee taking possession,
there shall be delivered to the  Landlord,  in form prepared by the attorney for
the Landlord, at the expense of the tenant, of the following.

           i. The name and address of the proposed subtenant or assignee.

           ii. An executed  assignment of lease  containing an assumption by the
tenant's successor of the performance of the terms and conditions of the lease.

     c.  That the  Tenant,  or his  successor,  notwithstanding  such  permitted
assignment and/or sub-lease, continue to remain primarily liable on this lease.

     d. If initial signatory of lease is an individual, landlord grants one time
right of assignment to a corporation,  which will operate  business and of which
Tenant shall be a majority  shareholder,  with copy of  assignment  forwarded to
Landlord, whereupon individual tenant shall have no further liability hereunder.

     e.  Landlord  consents  to  assignment,  reassignment  and  subletting,  in
connection with sale of business and securing of purchase  price,  which consent
is conditioned upon fUll compliance with all terms and conditions of this lease.

     f.  That in all other  respects  the  prohibition  against  assignment  and
sub-letting as specified in this lease shall remain in full force and effect.

39. The Landlord grants to the Tenant:

     a. The non-exclusive right, together with other Tenants of the premises and
invitee's of other Tenants to use the existing parking areas at the premises for
parking.

     b. The non-exclusive  right with other Tenants to use the service areas, if
any, for the driveway  and  delivery  purposes and for such loading  purposes as
will not interfere with said driveway,  provided, however, that the driveway and
loading spaces shall be kept clear, at all times,  except for trucks loading and
unloading which will be done as promptly as possible so as not to interfere with
the use by other Tenants.

<PAGE>

48. The  Landlord  Covenants  and  agrees  that  during the term of this  lease,
provided  Tenant shall be current  with all payments of rent and other  payments
required  hereunder  the terms  and  conditions  of this  lease,  to supply  the
following  services at no additional  cost.

           a Heat in the normal winter months, Air conditioning in Normal Summer
Months, electricity and hot and cold running water during regular business hours







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





                                By          UNINTELLIGBLE
                                   --------------------------------------
                                   For Sid Farber Enterprises

                                By          UNINTELLIGBLE
                                   --------------------------------------
                                   For Tenant


<PAGE>

                               Extension of Lease

Agreement, made this 20th day of November 1999 By and Between:

               Nadia Farber d/b/a/ Sid Farber Enterprises
               PO Box 113
               Medford, N.Y. 11763

 Hereinafter referred to as Landlord,

                                       And

               Universal Recoveries Inc.
               476 Express Dr. So. Suite 2
               Medford, N.Y. 11763

 Hereinafter referred to as Tenant.

Whereas,  Tenant  occupies the premises known as suite #2&3 a total of 3,100 sq.
ft. Located in the building  known as 476 Express Dr. So. Medford  Pursuant to a
lease dated 12/01/98 due tc expire on 12/31/1999

NOW Therefore; The Parties do provide:

1 Tenant agrees to lease an additional 1195.90 SF. ft.

The term of the aforesaid Lease is hereby extended for a period of 2 (years) and
I mont 12/01/1999-12/31/2001 with the following amendments.

2 The annual rental to be paid by the Tenant to the landlord is:

          12/01/1999-12/31/1999                    $4,132.88/month
          01/01/2000-12/31/2000  $54,690.35/aimum  $4,557.53/month
          01/01/2001=12/31/2001  $56,331.06/annum  $4,694.25/month

In all other respects the terms of the original lease shall remain in full force
and effect.




                                By          UNINTELLIGBLE
                                   --------------------------------------
                                   For Sid Farber Enterprises

                                By          UNINTELLIGBLE
                                   --------------------------------------
                                   For Tenant