FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN
                       RECKSON OPERATING PARTNERSHIP, LP,
                                    AS OWNER,
                                       AND
                          ADVANCED HEALTH CORPORATION,
                                   AS TENANT,







                                    Premises:



                              555 White Plains Road
                            Tarrytown, New York 10591






                                  Prepared By:


                                The Law Office of
                             STEVEN C. HIRSCH, ESQ.
                               595 Stewart Avenue
                                    Suite 800
                           Garden City, New York 11530
                                 (516) 227-1117


<PAGE>

         THIS FIRST  AMENDMENT TO LEASE,  made as of the 20th day of  September,
1996, between RECKSON OPERATING  PARTNERSHIP,  LP, having an office at 660 White
Plains  Road,  Tarrytown,  New York  10591,  hereinafter  called the "Owner" and
ADVANCED  HEALTH  CORPORATION,  having  an  office  at 660  White  Plains  Road,
Tarrytown, New York 10591 hereinafter referred to as the "Tenant."


                              W I T N E S S E T H:

         WHEREAS,  Owner, is the fee simple owner of the building commonly known
as and located at 560 White  Plains  Road,  Tarrytown,  New York 10591 (the "560
Building");

         WHEREAS,  Owner's  predecessor-in-interest  entered  into that  certain
lease dated  January 14, 1992, with Integrated  Systems  Solutions  Corporation
("ISSC"), as Tenant (the "Prime Lease") for the Second, Third, and Fourth floors
of the 560  Building for a term which  exprires on March 31,  1997,  which Prime
Lease was thereafter assigned to and assumed by International  Business Machines
Corporation  ("IBM")  pursuant to a certain  Assignment,  Assumption and Release
Agreement dated January 1, 1994;

         WHEREAS,  IBM entered  into that certain  sublease  dated June 2, 1994,
with American Software,  USA, Inc.  ("American") as subleasee,  for a portion of
the Second  (2nd) Floor of the 560 Building  consisting  of Six  Thousand,  Five
Hundred  and Nine  (6,509)  rentable  square  feet more  particularly  described
therein (the "American  Premises")  for a period  commencing on July 1, 1994 and
ending on March 30, 1997 (the "American Sublease");

         WHEREAS,  American entered into that certain sublease dated October 31,
1995 with Tenant for the American  Premises for a period  commencing on November
1, 1995 and ending on March 29, 1997 (the "American/Advanced Sublease");

         WHEREAS, IBM entered into that certain sublease dated January 14, 1994,
with Industri-Matematik  North American Operations,  Inc. ("IMI"), for a portion
of the Second (2nd) Floor of the 560 Building consisting of Five Thousand,  Five
Hundred and Seventy-One  (5,571) rentable square feet (the "IMI Premises") for a
period  commencing  on April 1,  1994 and  ending  on March  30,  1997 (the "IMI
Sublease");

         WHEREAS, IMI entered into that certain sublease dated July 1, 1996 with
Tenant  for the IMI  Premises  for a  period  ending  on  March  30,  1997  (the
"IMI/Advanced Sublease");

         WHEREAS,  IBM entered into that certain  sublease dated August 1, 1993,
with Physicians OnLine, Inc., ("POL") as sublessee,  for a portion of the Second
(2nd) Floor of the 560  Building  consisting  of Four  Thousand,  Eight  Hundred
(4,800)  rentable  square feet more  particularly  described  therein  (the "POL
Premises")  for a period  commencing  on August 8, 1993 and  ending on March 30,
1997 (the "POL Sublease");

        WHEREAS,  Tenant,  presently  occupies  the  POL  Premises pursuant to a
written sublease with POL;

         WHEREAS,   Tenant,  by  reason  of  the   American/Advanced   Sublease,
IMI/Advanced Sublease and the POL Sublease, presently occupies Sixteen Thousand,
Eight Hundred and Eighty (16,880) rentable

                                  Page 1 of 14


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square feet in the 560 Building (the "560 Premises") until March 30, 1997;

         WHEREAS,  Owner's  predecessor-in-interest  entered  into that  certain
Lease dated  November 30, 1995 with Tenant for the entire  Second (2nd) Floor of
the 560  Building  consisting  of  Twenty-Six  Thousand,  Three  Hundred and Two
(26,302)  rentable  square feet for the period  commencing  on April 1, 1997 and
ending March 31, 2002 (the "Lease");

         WHEREAS,  Owner, is also the fee simple owner of the building  commonly
known as and located at 555 White  Plains Road,  Tarrytown,  New York 10591 (the
"555 Building");

         WHEREAS  Tenant is  desirous  of  relocating  its  business  to the 555
Building  and Owner has agreed to lease to Tenant a portion  of the Fifth  (5th)
Floor of the 555 Building consisting of Twenty-Six  Thousand,  Three Hundred and
Two (26,302)  rentable square feet (the "555 Premises")  within which to operate
its business on substantially  the same terms and conditions as contained in the
Lease;

         NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable  consideration  and of the mutual  agreements  hereinafter set
forth, Owner and Tenant stipulate, covenant and agree as follows:

                           ARTICLE-1 LEASE AMENDMENTS

         SECTION 1.01.  Effective as of the  Commencement  Date (as  hereinafter
defined), the Lease, is hereby modified as follows:

         A.       The term "Demised Premises" is hereby amended as follows:

                  "Demised  Premises" shall mean that portion of the Fifth (5th)
         Floor in the building commonly known as and located at 555 White Plains
         Road,   Tarrytown,   New  York   10591  (the   "Building")   comprising
         approximately  Twenty-Six  Thousand,  Three  Hundred  and Two  (26,302)
         rentable  square feet as delineated  on the floor  plan(s)  attached to
         this First Amendment of Lease as Exhibit "A-1".

         B.       The third paragraph in Section 2 entitled "Taxes" on page 4 of
the Lease is hereby deleted and a new third  paragraph is hereby  substituted in
its place as follows:

                  "Tenant  agrees  to pay  Owner,  throughout  the  term of this
         Lease, as additional  rental, a sum equal to 21.72% percent  ("Tenant's
         Proportionate  Share")  of the amount by which the  Impositions  levied
         against  the  Property  in each  fiscal tax year (or, in the event this
         Lease shall expire on other than  December 31, the  applicable  portion
         thereof) exceeds the Base Impositions."

         C.      Section 5 entitled "Commencement  Date, Rent Commencement Date;
Rent" of the Lease is hereby  deleted and a new Section 5 is hereby  substituted
in its place as follows:

                  "The  Lease  shall  commence  on  the  Commencement  Date  (as
         hereinafter  defined) and shall end on the last day of the  Sixty-Fifth
         (65th) month from the Commencement Date (the "Expiration Date").

                                  Page 2 of 14

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         (a) Tenant  shall pay to Owner,  or to such  other  person as Owner may
from time to time designate,  at Owner's address  specified  above,  fixed rent,
over and above the other and additional  payments to be made by Tenant as herein
provided, as follows:

                  (i) during and in respect of the period from the  Commencement
         Date to the end of the Fourth  (4th) month from the  Commencement  Date
         (both dates inclusive) the sum of Eighty-Two Thousand, Nine Hundred and
         Ninety-Two  and 00/100  ($82,992.00)  Dollars  payable in equal monthly
         installments  of Twenty  Thousand,  Seven  Hundred  and Forty Eight and
         00/100 ($20,748.00) Dollars;

                  (ii)  during and in respect of the Fifth  (5th) month from the
         Commencement  Date the Sum of  Twenty-One  Thousand,  Four  Hundred and
         Fifty-Two  and  00/100  ($21,452.00)  Dollars  payable  in one  monthly
         installment;

                  (iii) during and in respect of the period from the Sixth (6th)
         month from the Commencement  Date to the end of the Seventeenth  (17th)
         month from the Commencement Date (both dates inclusive) the sum of Four
         Hundred and One  Thousand, One  Hundred  and Six and 00/100  ($401,106)
         Dollars payable in equal monthly installments of Thirty-Three Thousand,
         Four Hundred and Twenty-Five and 00/100 ($33,425.00) Dollars;

                  (iv) during and in respect of the period  from the  Eighteenth
         (18th) month from the Commencement  Date to the end of the Twenty-Ninth
         (29th) month from the Commencement  Date (both dates inclusive) the sum
         of  Four   Hundred   and  Eighty   Thousand,   and  Twelve  and  00/100
         ($480,012.00)  Dollars  payable in equal monthly  installments of Forty
         Thousand and One and 00/100 ($40,001.00) Dollars;

                  (v) during and in  respect  of the period  from the  Thirtieth
         (30th) month from the  Commencement  Date to the end of the Forty-First
         (41st) month from the Commencement  Date (both dates inclusive) the sum
         of Five Hundred and Forty-Five Thousand,  Seven Hundred and Seventy-Two
         and 00/100 ($545,772.00)  Dollars payable in equal monthly installments
         of  Forty-Five  Thousand,   Four  Hundred  and  Eighty-One  and  00/100
         ($45,481.00) Dollars;


                  (vi) during and in respect of the period from the Forty-Second
         (42nd) month from the  Commencement  Date to the end of the Fifty-Third
         (53rd) month from the Commencement  Date (both dates inclusive) the sum
         of Six Hundred and Twenty-Four  Thousand,  Six Hundred and  Seventy-Two
         and 00/100 ($624,672.00)  Dollars payable in equal monthly installments
         of Fifty-Two  Thousand and Fifty-Six and 00/100  ($52,056.00)  Dollars;
         and

                  (vii)  during  and in  respect  of the  period  from the Fifty
         Fourth (54th) month from the  Commencement  Date to the Expiration Date
         (both  dates  inclusive)  the  sum  of  Six  Hundred  and  Thirty-Seven
         Thousand,  Eight  Hundred  and  Twenty-Four  and  00/100  ($637,824.00)
         Dollars payable in equal monthly installments of Fifty-Three  Thousand,
         One Hundred and Fifty-Two and 00/100 ($53,152.00) Dollars.

                                  Page 3 of 14


<PAGE>



                  (b) Notwithstanding the foregoing, Owner represents that on or
         before December 1, 1996, there will be a food service/cafeteria located
         and  operating  in  the  555  Building.  In the  event  that  the  food
         service/cafeteria  is not  operating by December 1, 1996,  then in such
         event, Owner represents that it will provide an interim food service in
         the 555 Building until the food  service/cafeteria  is operating in the
         555 Building. Lessor further represents that the landscaping around the
         555 Building will be substantially complete on or before March 1, 1997.

                  (c) (i) If  Owner  is  unable  to give  possession  of the 555
         Premises on the date of the  commencement  of the term,  because of the
         holding-over  or retention of possession of any tenant,  undertenant or
         occupants or if the 555 Premises are being  constructed or built-out by
         Owner in  accordance  with the  provisions  of this First  Amendment to
         Lease, because such construction or build-out has not been sufficiently
         completed  to make the 555 Premises  ready for  occupancy or because of
         the fact that a  certificate  of occupancy has not been procured or for
         any other  reason,  Owner  shall not be  subject to any  liability  for
         failure to give  possession  on said date and the validity of the Lease
         shall not be impaired under such  circumstances,  nor shall the same be
         construed  in any wise to extend  the  duration  of Term,  but the term
         hereof shall not be deemed to have  commenced  (provided  Tenant is not
         responsible  for  Owner's  inability  to obtain or deliver  possession)
         until  after Owner  shall have given  Tenant at least  Twenty (20) days
         prior written notice that the 555 Premises are substantially  ready for
         Tenant's  occupancy and the term of this Lease shall commence on a date
         which shall be the earlier of: (a) the date that the 555  Premises  are
         substantially  complete  and a  certificate  of  occupancy or temporary
         certificate  or occupancy  shall have been issued (but not  necessarily
         actually received by Owner) respecting the 555 Premises, or (b) the day
         Tenant  shall  occupy  or take  possession  of any  portion  of the 555
         Premises (the "Commencement Date").

                  (ii) If  permission  is given  to  Tenant  to  enter  into the
         possession of the 555 Premises or to occupy premises other than the 555
         Premises prior to the date specified as the commencement of this Lease,
         Tenant  covenants and agrees that such occupancy  shall be deemed to be
         under all the  terms,  covenants,  conditions  and  provisions  of this
         Lease, except as to the covenant to pay fixed rent.


                  (d) The  provisions of Section 5(b) of this Rider to Lease are
         intended to constitute  "an express  provision to the contrary"  within
         the meaning of Section 223-a of the New York Real Property Law."

         D. Section 19 entitled  "Owner's  Allowance for Work,  Owner's Work" of
the Lease is hereby  deleted and a new Section 19 is hereby  substituted  in its
place as follows:

                  "A.  Owner and  Tenant  agree  that  Tenant  will take the 555
         Premises  on the  Commencement  Date of the term in "AS IS"  condition.
         Notwithstanding the foregoing, prior to the commencement of the initial
         term of this Lease,  Owner shall  retain  Reckson  Construction  Group,
         Inc., at its sole cost and expense,  to act as general  contractor with
         respect to the design and  build-out of the 555  Premises  (the "Work")
         and, in such  capacity,  shall perform the Work in accordance  with the
         plans and  specifications  annexed hereto as EXHIBIT "B" (the "Plans"),
         which Plans Owner and Tenant have both approved.

                  B. Owner shall use  diligence  to  complete  the Work so as to
         have the 555 Premises

                                  Page 4 of 14

<PAGE>



         ready for  occupancy on or before  November 1, 1996.  However,  Owner's
         agreement to complete this Work shall not require it to incur  overtime
         costs and  expenses  and shall be  subject to any delays due to acts of
         God,   governmental   restrictions   or   guidelines,   strikes,  labor
         disturbances,  shortages  of  materials  and supplies and for any other
         causes or events whatsoever beyond Owner's  reasonable  control.  Owner
         has not made, and makes, no representations as to the date when the 555
         Premises will be ready for Tenant's occupancy,  and notwithstanding any
         date  specified  elsewhere  in this  First  Amendment  to  Lease as the
         commencement date it is understood that the same is merely an estimate.

                  C. Tenant  shall submit to Owner,  on or before the  thirtieth
         (30th) day following  notice of  substantial  completion of the Work, a
         punch  list  setting forth such  details  provided  for in the Plans as
         remain to be completed and,  except as noted  therein,  Tenant shall be
         deemed  to  have  accepted  the  Work  as of the  date  of  substantial
         completion,  except for those items which are considered to be seasonal
         in nature.  Owner agrees to complete all punch list items within Thirty
         (30) days,  subject  however to Unavoidable  Delays and items which are
         considered to be seasonal in nature.

                  D. Owner shall act as general contractor,  or retain a general
         contractor,  with respect to the  build-out of the 555 Premises and, in
         such  capacity,  shall  perform the Work at its sole cost and  expense.
         Owner  and  Tenant  have  agreed  upon  the  Plans  for all  Work to be
         completed  which shall  encompass the scope and time-frame with respect
         to such Work and which shall  indicate the estimated  Cost thereof (the
         "Cost  Estimate").  Any  material  increase  in the scope of Work to be
         performed by Owner beyond that  contained in the Plans  ("Extra  Work")
         shall be approved as follows:  (i) a written request for any such Extra
         Work  (including any and all change orders)  defining the scope of such
         Extra Work plus any possible  time delay and  containing an "Extra Work
         Cost Estimate"  shall be prepared by Owner for review and acceptance by
         Tenant;  and (ii) upon  execution by Tenant of such written  request of
         Owner,  Owner  shall  pursue  completion  of the Extra Work  stipulated
         therein at Tenant's  sole cost and  Expense.  Tenant shall pay to Owner
         the cost of the Extra Work upon the commencement of such Extra Work. As
         used in this section,  the term  "material"  shall mean any increase in
         the scope of the Work,  which cost, in the aggregate,  in excess of the
         Three  Thousand  and  00/100  ($3,000.00)  Dollars,  inclusive  of  the
         installation of telephone, data, and computer lines and cabling in that
         portion  of the 555  Premises  in excess  of  Sixteen  Thousand,  Eight
         Hundred and Eighty (16,880) rentable square feet.

                  E. To the extent (i) Owner  (which  term as used herein may be
         deemed  to mean  Owner  and/or  Owner's  affiliated  or  non-affiliated
         general  contractor)  may be or is required to or actually does perform
         Extra Work as provided  for herein  above,  and/or (ii) Owner  performs
         other  build-out or similar work or  alterations to the 555 Premises of
         any  kind  or any  other  demolition,  renovation  or  construction  on
         Tenant's behalf during the term of this Lease, pursuant to Section 4 of
         this  Lease  and  otherwise,  the  "Cost",  as  such  term  is  used in
         connection  herewith,  shall  mean that  Owner  will  perform  all such
         services on a "cost plus" basis, whereby Cost shall include, but not be
         limited to, the cost of  sub-contractors,  material,  equipment rental,
         transportation and delivery items, permits,  fees, taxes,  insurance's,
         debris  removal,  demolition,  safety  protection,  labor,  purchasing,
         expediting and material handling, and shall also include a contingency,
         based  on the  complexity  of the work to be  performed,  of up to five
         percent (5%) of the total of all such items  otherwise  included within
         such definition. In addition, Cost shall include Owner's fee for acting
         as general  contractor which shall be equal to Fifteen percent (15%) of
         the total Cost otherwise


                                  Page 5 of 14


<PAGE>



         determined;  provided  however,  that with respect to decorating  only,
         such fee  shall  be  applicable  to labor  and  service  items  such as
         decorator fees and costs of installation  and other labor but shall not
         be  applicable to the cost of  furniture,  and similar items  otherwise
         included therein.

                  F. In addition to the Work  provided for on EXHIBIT B attached
         hereto,  Owner agrees,  at its sole cost and expense,  to: (i) relocate
         Tenant, including, but not limited to all its existing furniture, files
         and  equipment,  from  the  560  Premises  to the  555  Premises;  (ii)
         dismantling  and set-up of all Tenant's  existing work cubes located at
         the 560  Premises  to the 555  Premises;  (iii) to remove  from the 560
         Premises  and  install in the 555  Premises  all of  tenant's  existing
         telephone,  data and  computer  lines and  cabling;  (iv)  prepare  and
         install all of Tenant's signs,  including internal building  directory,
         floor directional and entrance door signs; and (v) reimburse Tenant for
         the cost of printing new stationary, business cards,  announcements and
         the postage for such announcements to reflect its relocation to the 555
         Premises."

         E.  Section 28  entitled  "Additional  Premises,"  Section 29  entitled
"Tenant's Right to Give Back Space," and Exhibit "C" of the Lease are all hereby
deleted in there entirety and shall be of no further force and effect.

         F. Subparagraph (f) of Section 30 entitled "Miscellaneous" of the Lease
is hereby deleted and a new subparagraph (f) is hereby  substituted in its place
as follows:

                  "(f)  Tenant's  Proportionate  Share for the 555  Premises  is
         Twenty-One and Seventy-Two  Hundreths  (21.72%)  Percent,  which is the
         ratio that the  Twenty-Six  Thousand,  Three  Hundred and Two  (26,302)
         square feet of rentable area  comprising  the 555 Premises bears to the
         One Hundred and Twenty-One Thousand,  (121,000) square feet of rentable
         area in the Building."

         Section 1.02.  Effective as of the Commencement Date, Owner agrees that
Tenant shall have no obligation to repay the Thirteen Thousand, Five Hundred and
Seventy and 00/100 ($13,570.00)  Dollars of the Interim Allowance used by Tenant
in connection with American Premises. In consideration of the foregoing,  Tenant
hereby  waives,  as of the  date  hereof,  its  right to draw  down the  Sixteen
Thousand,  Four Hundred and Thirty and 00/100 ($16,430.00)  Dollars remaining on
the Interim  Allowance  in  connection  with the IMI Premises as provided in the
IMI/Advanced Sublease.

         Section  1.03.  In the event that  Owner is unable to  deliver  the 555
Premises,  on or before March 1, 1997,  subject  however to Unavoidable  Delays,
then in such event,  Owner  agrees that it will be obligated to perform the Work
(as that term is defined in  Section  19 of the  Lease) in the 560  Premises  in
accordance  with and pursuant to the  provisions of the Section 19 of the Lease.
Notwithstanding,  the  foregoing,  Tenant agrees to vacate and surrender the 560
Premises in accordance with the provisions hereof and to occupy the 555 Premises
upon substantial  completion of same.  Owner's obligation to perform the Work in
the 560 Premises shall in no way be construed as a release of Owner's obligation
to perform the Work (as that term is defined in this First  Amendment  to Lease)
in the 555 Premises,  except as otherwise  specifically  provided for in Section
1.04. Of this First Amendment to Lease.

         Section 1.04.  Tenant  acknowledges that Owner has entered into a lease
with Ciba-Geigy  ("Ciba") to occupy the 560 Premises as of the Commencement Date
hereof. Notwithstanding the foregoing, Tenant further acknowledges that Ciba has
the right to cancel its lease with Owner for the 560  Premises in the event that
Owner can not deliver possession thereof by December 31, 1996. In the event

                                  Page 6 of 14


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that  Ciba  exercises  its  right to cancel  its  lease  with  Owner for the 560
premises  prior to  substantial  completion  of the 555  Premises,  then in such
event,  Owner shall have the right, upon five (5) days written notice to Tenant,
to cancel this First Amendment to Lease, provided that Owner shall have notified
Tenant of same  within  ten (10) days  after  Owner's  receipt  of the notice of
cancellation  from Ciba.  In the event that Owner  shall  exercise  its right to
cancel this First Amendment to Lease, then in such event this First Amendment to
Lease  shall  become  null and void and of no further  force and effect upon the
expiration of said five (5) day period and the Lease will continue in full force
and effect,  without amendment,  on its then executory terms with respect to the
560 Premises.

         ARTICLE -2 GUARANTEED ADDITIONAL TSS SPACE, RIGHT OF FIRST OFFER

         SECTION 2.01.A.  Lessee  acknowledges  that the Eight  Thousand,  Eight
Hundred and  Twenty-Eight  (8,828) rentable square feet on the Fifth (5th) floor
of the 555 Building  immediately  adjacent to the 555 Premises (the  "Guaranteed
Additional TSS Space") will be occupied by Technology  Service Solutions ("TSS")
for  period of two (2) years  pursuant  to a written  lease with Owner (the "TSS
Lease").  Lessee  further  acknowledges  that from and  after  the  first  (1st)
anniversary of the  commencement  of the TSS Lease,  TSS has the right, on sixty
(60) days notice to Owner,  to cancel the TSS Lease and surrender the Guaranteed
Additional  TSS Space prior to the expiration of the two (2) year term (the "TSS
Cancellation Notice").  Owner, agrees that within thirty (30) days after receipt
of TSS Cancellation Notice, or six (6) months prior to the expiration of the TSS
Lease,  in the event TSS does not  exercise its right to early  termination,  it
shall give Tenant notice of (the "Guaranteed  Additional TSS Space Notice"), and
a one time  right to, at  Tenant's  option,  expand the 555  Premises  herein to
include all of the Guaranteed Additional TSS Space with occupancy to commence on
the Guaranteed  Additional TSS Space Commencement Date (as hereinafter  defined)
and  to  end  on  the  Expiration  Date  originally  provided  for  herein  (the
"Guaranteed Additional TSS Space Term").

         B. Tenant  shall,  within  Thirty (30) days after receipt of Guaranteed
Additional  TSS  Space  Notice,  notify  Owner of its  intention  to  lease  the
Guaranteed  Additional  TSS  Space  (time  being  of the  essence  with  respect
thereto).  Tenant's  failure to notify  Owner  within the Thirty (30) day period
shall be  deemed a waiver  of the right to hire the  Guaranteed  Additional  TSS
Space.  In the event that Tenant shall elect to hire the  Guaranteed  Additional
TSS Space,  same shall be deemed added to and a part of the 555  Premises,  with
the same force and effect as if  originally so demised under the Lease as of the
Guaranteed Additional TSS Space Commencement Date.

         C. As used herein the  "Guaranteed  Additional  TSS Space  Commencement
Date" shall be the date which is the sooner of: (1) six (6) months from the date
that TSS vacates and surrenders the Guaranteed  Additional TSS Space, or (2) the
date on which the Guaranteed  Additional TSS Work Space (as hereinafter defined)
is substantially complete.

         D. Tenant shall have the right to inspect the Guaranteed Additional TSS
Space  prior to  exercising  its  rights  herein,  Tenant  agrees to accept  the
Guaranteed  Additional  TSS  Space in its "AS IS"  state  and  condition  on the
Guaranteed  Additional  TSS Space  Commencement  Date,  except  that Owner shall
provide Tenant with a Guaranteed  Additional TSS Space Alteration  Allowance (as
hereinafter  defined)  and  perform  the work and  build-out  of the  Guaranteed
Additional  TSS Space (the  "Guaranteed  Additional  TSS Space  Work").  As used
herein  the  Guaranteed  Additional  TSS  Space  Alteration  Allowance  shall be
determined by multiplying the product of (i) Eight  Thousand,  Eight Hundred and
Twenty-Eight  (8,828) and the amount,  on a square footage basis, of the cost to
perform the Work in the 555 Premises (inclusive of all

                                  Page 7 of 14


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architectural,  and  engineering  fees) plus One and 50/100 ($1.50)  Dollars per
square foot by (ii) a fraction,  the  numerator of which is the number of months
remaining  on the Term  originally  provided for herein and the  denominator  of
which is the total number of months of Term originally provided for herein.

         E. Any  notice of  election  to  exercise  the right to expand  the 555
Premises to include the Guaranteed  Additional TSS Space as herein provided must
be in writing and sent to Owner as provided for in the Lease.  Neither the right
granted  to Tenant in this  section to expand the 555  Premises  to include  the
Guaranteed Additional TSS Space, nor the exercise of such right by Tenant, shall
prevent Owner from  exercising  any option or right granted or reserved to Owner
in this Lease to terminate  this Lease,  and the effective  exercise of any such
right of  termination  by Owner shall  terminate any such expansion of Tenant to
the Guaranteed  Additional TSS Space, whether or not Tenant shall have exercised
any such right to expand the 555 Premises to include the  Guaranteed  Additional
TSS Space. Any such option or right on the part of Owner to terminate this Lease
pursuant to the provisions  hereof shall apply to the Guaranteed  Additional TSS
Space.

         F. All of the terms,  covenants and conditions of this Lease applicable
to the 555 Premises as  originally  constituted  shall be  applicable to the 555
Premises  including the Guaranteed  Additional  TSS Space,  except that: (1) the
annual  fixed  rent  provided  for in  Section 5 of the Rider to Lease  shall be
increased  by the product of (i)  ninety-five  (95%)  percent of the fair market
value of the Guaranteed  Additional  TSS Space as determined in accordance  with
this Article 2 and (ii) the rentable square footage of the Guaranteed Additional
TSS Space; and (2) Tenant's Proportionate share shall be increased by the amount
of the Guaranteed Additional TSS Space.

         G.  If  Tenant  shall  effectively  exercise  its  right  to  hire  the
Guaranteed  Additional TSS Space, Owner and Tenant, upon demand of either, shall
execute and deliver to each other  duplicate  originals of an  instrument,  duly
acknowledged,  setting  forth (i) that the 555  Premises  have been  expanded to
include the Guaranteed  Additional TSS Space, (ii) the amount of such Guaranteed
Additional  TSS Space,  (iii) the annual fixed rent payable  during the Term and
(iv) that such Guaranteed Additional TSS Space is upon and subject to all of the
terms, covenants, conditions and limitations contained herein.

         H. The right of Tenant to hire the  Guaranteed  Additional TSS Space as
provided for herein is  conditioned  in all respects  upon Tenant's not being in
default  in the  observance  or  performance  of any  material  term,  covenant,
condition or agreement of Tenant's  part to be observed or performed  under this
Lease both at the time the notice of exercise is given and immediately  prior to
Guaranteed Additional Space TSS Commencement Date. Any termination, cancellation
or surrender of this Lease shall terminate Tenant's right to hire the Guaranteed
Additional TSS Space.


         SECTION  2.02.A.  In the event that Tenant  shall fail to exercise  its
right to the Guaranteed Additional TSS Space, Owner, agrees that thereafter, and
prior to offering for lease the balance of the Eight Thousand, Eight Hundred and
Twenty-Eight  (8,828)  rentable  square feet on the Fifth (5th) floor of the 555
Building (the "Optional  Additional  Space"), it shall give Tenant notice of and
the right to , at its option,  expand the 555  Premises to include the  Optional
Additional  Space with  occupancy to commence on the Optional  Additional  Space
Commencement  Date (as  hereinafter  defined) and to end on the Expiration  Date
originally provided for herein (the "Optional Additional Space Term").

         B. Tenant  shall,  within  Thirty (30) days after receipt of the notice
from Owner that the Optional  Additional  Space will become  available for hire,
notify Owner of its intention to lease the Optional


                                  Page 8 of 14


<PAGE>



Additional  Space (time being of the essence  with  respect  thereto).  Tenant's
failure to notify  Owner  within the  Thirty  (30) day period  shall be deemed a
waiver of the right to hire the  Optional  Additional  Space.  In the event that
Tenant shall elect to hire the Optional  Additional  Space, same shall be deemed
added to and a part of the 555  Premises,  with the same  force and effect as if
originally  so  demised  under the  Lease as of the  Optional  Additional  Space
Commencement Date.

         C. Tenant shall have the right to inspect the Additional Space prior to
exercising  its rights herein.  Tenant agrees to accept the Optional  Additional
Space  in its "AS  IS"  state  and  condition  on the  Option  Additional  Space
Commencement  Date,  except  that Owner  shall  provide  Tenant with an Optional
Additional  Space  Alteration  Allowance  equal to the  allowance  that Owner is
giving to renewing,  non-equity  tenants for comparable space in the Building on
the date of the  commencement of the Optional  Additional Space Term with a term
equal to the Optional  Additional  Space Term and otherwise  containing the same
quality  of  construction  and  appearance  to  that  of the  555  Premises,  as
determined by agreement between Owner and Tenant.

         D. As used herein the "Optional  Additional  Space  Commencement  Date"
shall be sooner of: (i) the date specified in Owner's  notice;  (ii) or the date
on which Tenant occupies all or part of the Optional Additional Space.

         SECTION  2.03.  Any notice of election to exercise  the right to expand
the 555 Premises as  hereinbefore  provided must be in writing and sent to Owner
as provided in the Lease. In addition,  if prior to the exercise of the right to
expand the 555 Premises, Tenants herein named shall have assigned this Lease, no
notice by the then Tenant of  election to exercise an option to expand  shall be
valid unless  joined in or consented to in writing by Tenant herein named (which
consent,  in order for the  exercise  of such  right to be  effective,  shall be
delivered  to Owner at or prior to the time of the  exercise  of the right as to
which consent of Tenant herein named had been given).  Neither the right granted
to Tenant in this Article to expand the 555  Premises,  nor the exercise of such
right by Tenant, shall prevent Owner from exercising any option or right granted
or reserved to Owner in this Lease to terminate  this Lease,  and the  effective
exercise  of any such right of  termination  by Owner shall  terminate  any such
right of Tenant to the Optional  Additional  Space,  whether or not Tenant shall
have  exercised  any such right to expand the 555  Premises  to the  include the
Optional  Additional  Space.  Any such  option  or right on the part of Owner to
terminate  this Lease  pursuant  to the  provisions  hereof  shall  apply to the
Optional Additional Space.

         SECTION 2.04.A All of the terms, covenants and conditions of this Lease
applicable to the 555 Premises as originally  constituted shall be applicable to
the 555 Premises  including the Additional  Space,  except that the annual Fixed
Rent  provided  for in Article 5 of the Rider to Lease shall be increased by the
product of the fair market rent as determined  in Section  2.05.  hereof and the
gross square footage of the Optional  Additional Space, and Tenant agrees to pay
such amount from and after the Optional Additional Space Commencement Date.

         B.  During and in respect of the Term  hereof,  Tenant's  Proportionate
Share shall be  increased by the gross square  footage of all  Additional  Space
that Tenant occupies in the Building.

         SECTION 2.05.A. During the Optional Additional Space Term, Tenant shall
pay to Owner annual  Fixed Rent,  at the same times and in the same manner as in
the Term originally  provided for, at the annual rate equal to ninety-five (95%)
percent  of the  annual  fair  rental  value of the  Optional  Additional  Space
(without deduction for the cash value of free rent and leasehold  improvements),
which renewing,

                                  Page 9 of 14


<PAGE>



non-equity  tenants are then receiving in connection with a lease for comparable
space  in a  building  of the  same  age,  quality,  size,  location,  services,
amenities, quality of construction and appearance to that of the Building on the
date of the commencement of the Optional Additional Space Term with a term equal
to the  Optional  Additional  Space  Term  and  otherwise  containing  the  same
provisions as this Lease contains,  as determined by agreement between Owner and
Tenant.  If, prior to the  commencement of the Optional  Additional  Space Term,
Owner and Tenant  are  unable to agree on the  amount of the  annual  Fixed Rent
during the Optional Additional Space Term, then in such event, the determination
of such annual fair rental  value shall be made by  arbitration  pursuant to the
provisions of Section 2.05.B.  hereof.  If the Optional  Additional  Space Term,
shall commence prior to determination of the amount of annual Fixed Rent payable
during the Optional Additional Space Term, either by agreement or by decision of
the arbitrators,  Tenant, in the meantime, shall pay the monthly installments of
Fixed Rent at the annual  rate  payable  under this Lease for the year ending on
the Optional Additional Space Commencement Date. If monthly  installments of the
amount agreed upon by Owner and Tenant,  or found by the  arbitrators,  shall be
greater  than such  amount,  then  Tenant,  forthwith  after such  agreement  or
arbitrators'  decision,  shall pay to Owner,  for the period  from the  Optional
Additional  Space  Commencement  Date to the last day of the  calendar  month in
which the agreement or the  arbitrators'  decision takes effect, the  difference
between  the monthly  installments  actually  paid and the monthly  installments
which should have been paid in accordance  with such  agreement or  arbitrator's
decision; and, thereafter,  Tenant shall pay the monthly installments at the new
rate.  In no event shall the annual  Fixed Rent during the  Optional  Additional
Space Term be less than the annual Fixed Rent payable  immediately  prior to the
Optional Additional Space Term.

         B.(1) In the event  that  Owner and  Tenant  are unable to agree on the
amount of the annual Fixed Rent during the Optional  Additional Space Term, then
either Owner or Tenant  (hereinafter  referred to as the "Initiating Party") may
give  the  other  party  (hereinafter called the  "Responding  Party")  a notice
designating the name and address of the arbitrator  designated by the Initiating
Party to act on its behalf in the arbitration process hereinafter described (the
"Review Notice").

         (2) If the Initiating  Party gives a Review Notice,  then within twenty
(20) days after  giving  such Review  Notice,  the  Responding  Party shall give
notice to Initiating Party specifying in such notice the name and address of the
arbitrator designated by the Responding Party to act on its behalf. In the event
the Responding  Party shall fail to give such notice within such twenty (20) day
period, then the appointment of such arbitrator shall be made in the same manner
as  hereinafter  provided for the  appointment  of a third  arbitrator in a case
where two  arbitrators  are  appointed  hereunder  and the parties are unable to
agree to such  appointment.  The two  arbitrators  so chosen  shall meet  within
thirty (30) days after the second  arbitrator  is appointed  and shall  exchange
sealed envelopes each containing such arbitrators  written  determination of the
fair market rent of the  Optional  Additional  Space based on the  criteria  set
forth in Section  2.05.A.  The fair market rent specified by Owner's  arbitrator
shall be called the "Owner's Submitted Value" and the fair market rent specified
by Tenant's arbitrator shall be called the "Tenant's Submitted Value". Copies of
such written determinations shall promptly be sent to both Owner and Tenant. Any
failure of either such arbitrator to meet and exchange such determinations shall
be acceptance of the other party's arbitrator's  determination as to fair market
rent,  if, and only if, such failure  persists for five (5) days after notice to
whom such  arbitrator  is acting,  and,  provided  that such five (5) day period
shall  be  extended  by  reason  of  any   Unavoidable   Delay.  If  the  higher
determination  of the fair market rent for the Additional Space is not more than
one  hundred  and five  (105%)  percent of the lower  determination  of the fair
market rent,  then the fair market rent for such space shall be deemed to be the
average of the two determinations.  If however, the higher determination is more
than one hundred and

                                  Page 10 of 14


<PAGE>

five (105%) percent of the lower determination, then within ten (10) days of the
date the arbitrators submitted their respective fair market rent determinations,
the two  arbitrators  shall  appoint a third  arbitrator.  In the event of their
being  unable to agree  upon such  appointment  within  ten (10) days  after the
exchange of the sealed envelopes,  the third arbitrator shall be selected by the
parties themselves if they can agree thereon within a further period of ten (10)
days. If the parties do not so agree,  then either party,  on behalf of both and
on  notice  to the  other,  may  request  such an  appointment  by the  American
Arbitration  Association (or any successor  organization) in accordance with its
rules  then  prevailing  or if the  American  Arbitration  Association  (or  any
successor  organization)  shall fail to appoint  said  third  arbitrator  within
fifteen  (15) days after such  request is made,  then either party may apply for
such  appointment,  on notice to the other,  to the President of the Westchester
County Bar  Association  (who may consult with the Chairman of the Real Property
Law Committee of the Westchester  County Bar Association).  Within ten (10) days
after the appointment of such third  arbitrator,  the Owner's  arbitrator  shall
submit  Owner's  Submitted  Value  to such  third  arbitrator  and the  Tenant's
arbitrator shall submit Tenant's Submitted Value to such third arbitrator.  Such
third  arbitrator  shall  within  thirty (30) days after the end of such fifteen
(15) day  period,  make his own  determination  of the fair  market  rent of the
Additional  Space using the criteria set forth in Section  2.04.A,  hereof,  and
send copies of his  determination  promptly to both Owner and Tenant  specifying
whether Owner's  Submitted  Value or Tenant's  Submitted Value was closer to the
determination  by such third  arbitrator of the fair market rent of the Optional
Additional  Space.  Whichever of Owner's  Submitted Value or Tenant's  Submitted
Value  shall be closer  to the  determination  by such  third  arbitrator  shall
conclusively  be deemed to be the fair  market rent of the  Optional  Additional
Space.

         (3) In no event shall the  arbitrator  enlarge upon, or alter or amend,
this Lease or Owner's or Tenant's  rights as  provided  in this Lease,  it being
understood that the sole issue for determination by the arbitrators shall be the
single issue of fact of the annual fair rental value of the Optional  Additional
Space as provided in paragraph A of this Section 2.05

         (4) Except as otherwise  provided in the following  sentence,  the fees
and expenses of an arbitration proceeding shall by borne by the parties equally.
The fees of respective  counsel  engaged by the parties the fees and expenses of
expert witnesses and other witnesses called and the cost of transcripts shall be
borne by the parties  engaging  such counsel or calling such witness or ordering
such transcripts.

         SECTION 2.06. If Tenant shall  effectively  exercise its rights to hire
the Optional  Additional Space, Owner and Tenant,  upon demand of either,  shall
execute and deliver to each other  duplicate  originals of an  instrument,  duly
acknowledged,  setting  forth (i) that the 555  Premises  have been  expanded to
include  the  Optional  Additional  Space  (ii)  the  amount  of  such  Optional
Additional  Space,(iii) the annual Fixed Rent payable during the Term, (iv) that
such  Optional  Additional  Space  is  upon  and  subject  to all of the  terms,
covenants,  conditions  and  limitations  contained  herein,  and  (v)  Tenant's
Proportionate Share as increased by the Optional Additional Space.

         SECTION 2.07. The right of Tenant to hire the Optional Additional Space
as provided  herein is  conditioned in all respects upon there being no event of
default  in the  observance  or  performance  of any  material  term,  covenant,
condition or agreement on Tenant's  part to be observed or performed  under this
Lease both at the time the notice of exercise is given and immediately  prior to
Optional  Additional Space Commencement  Date. Any termination,  cancellation or
surrender  of this Lease shall  terminate  Tenant's  right to hire the  Optional
Additional Space.

                                 Page 11 of 14

<PAGE>
                             ARTICLE -3 RENEWAL TERM

         SECTION 3.01. A. Tenant shall have the right, at its option,  to extend
this lease for one (1) five (5) year term  ("Renewal  Term")  commencing  on the
Expiration Date  originally  provided for herein and to end at noon on the fifth
anniversary of such Expiration Date  originally  provided for herein,  by giving
Owner notice of such election at anytime but not less than nine (9) months prior
to the Expiration Date originally provided for herein (time being of the essence
with respect  thereto),  and upon the giving of such notice this Lease thereupon
shall be  automatically  extended for each such Renewal Term with the same force
and effect as if such  Renewal  Term had been  originally  included in the Term,
without the execution of any further instrument.

         B. Any  notice  of  election  to  exercise  the  option  to  extend  as
hereinbefore provided must be in writing and set to Owner as provided for in the
Lease.  In  addition,  if prior to the  exercise of the option to extend  Tenant
herein  named shall have  assigned  this Lease,  no notice by the then Tenant of
election  to  exercise an option to extend  shall be valid  unless  joined in or
consented to in writing by Tenant herein named (which consent,  in order for the
exercise of such option to be effective, shall be delivered to Owner at or prior
to the time of the exercise of the option as to which  consent of Tenant  herein
named had been given).  Neither the option  granted to Tenant in this Section to
extend the Term, nor the exercise of such option by Tenant,  shall prevent Owner
from  exercising  any option or right granted or reserved to Owner in this Lease
to  terminate  this  Lease,  and the  effective  exercise  of any such  right of
termination by Owner shall terminate any such renewal or extension and any right
of Tenant to any such  renewal or  extension,  whether or not Tenant  shall have
exercised  any such  option to extend the Term.  Any such option or right on the
part of Owner to terminate  this Lease  pursuant to the provisions of this Lease
shall continue during the Renewal Term.

         C. All of the terms,  covenants  and  conditions  of this  Lease  shall
continue in full force and effect  during the  Renewal  Term except that (i) the
fixed rent for the Renewal Term shall be equal to  ninety-five  (95%) percent of
the fair market value of the 555 Premises  (including the Guaranteed  Additional
TSS Space or the Optional  Additional  Space,  as the case may be) determined in
accordance  with the  provisions  of  Section  2.05  hereof  (all other rent and
charges  payable  by Tenant  remaining  unaffected),  and (b) there  shall be no
further privilege of extension of this Lease beyond the Renewal Term.

         SECTION  3.02.  The right of Tenant to extend the term of this Lease as
provided  herein is  conditioned  in all  respects  upon there being no material
event  of  default  in the  observance  or  performance  of any  material  term,
covenant,  condition or  agreement on Tenant's  part to be observed or performed
under  this  Lease  both at the  time  the  notice  of  exercise  is  given  and
immediately  prior  to  the  Renewal  Term.  Any  termination,  cancellation  or
surrender  of this Lease shall  terminate  Tenant's  right to extend the term of
this Lease.

          ARTICLE-4 SURRENDER OF POSSESSORY RIGHTS IN THE 560 BUILDING

         SECTION 4.01 Commencing  five (5) business days after the  Commencement
Date,  Tenant  agrees  to and  hereby  surrenders  all of its  right,  title and
interest in and to the IMI  Premises,  American  Premises,  POL Premises and the
balance of the Second (2nd) Floor of the 560 Building (hereinafter  collectively
referred to as the "560 Premises") and agrees that Owner shall have the right to
and physical possession of the 560 Premises, from and after said date.



                                  Page 12 of 14



<PAGE>


         SECTION  4.02.  Within five (5)  business  days after the  Commencement
Date,  Tenant shall  peaceably and quietly leave,  surrender and deliver the IMI
Premises,  American  Premises and POL Premises to Owner,  together  with (a) all
alterations,  changes, additions and improvements, which may have been made upon
therein,  and (b)  except for  Tenant's  personal  property,  all  fixtures  and
articles  of  personal  property  of any kind or  nature  which  Tenant,  or its
predecessors-in-interest,  may have  installed  or affixed on, in, or to the IMI
Premises,  American  Premises and POL Premises  for use in  connection  with the
operation and  maintenance  of Tenant's  business  therein  (whether or not said
property be deemed to be fixtures), all of the foregoing to be surrendered broom
clean and in good,  substantial  and  sufficient  repair,  order and  condition,
reasonable use, wear and tear, and damage by fire or other casualty excepted.

         SECTION  4.03. In the event that Tenant  retains  possession of the IMI
Premises, American Premises or POL Premises, or any part thereof, after five (5)
business days from the Commencement Date, for any reason whatsoever, without the
prior  written  approval  of  Owner,  Tenant  shall:  (i) pay to  Owner  use and
occupancy charges,  at two times the then fixed rent for IMI Premises,  American
Premises,   and/or  POL  Premises,  as  contained  the  IMI/Advanced   Sublease,
American/Advanced  Sublease or the POL Sublease,  respectively,  as the case may
be, for the time that Tenant remains in possession of thereof, (ii) pay to Owner
all damages, consequential as well as direct (including fees of counsel incurred
in connection therewith) sustained by reason of Tenant's retention of possession
of same;  and (iii) be in default under the Lease and Owner shall be entitled to
all rights and remedies provided therein.

                           ARTICLE-5. NO OTHER CHANGES

         SECTION  5.01.  Except as otherwise  specifically  provided for in this
First  Amendment to Lease,  all other terms,  covenants  and  conditions  of the
Lease, as amended,  and all exhibits and schedules  thereto shall remain in full
force and effect,  are hereby  ratified,  confirmed and  incorporated  herein by
reference as though set forth fully herein at length.

         IN WITNESS  WHEREOF,  duly  authorized  representatives  of the parties
hereto have executed this First  Amendment to Lease as of the day and year first
above written.

                                      ADVANCED HEALTH CORPORATION, Tenant

                                      By: /s/ Jeffrey M. Sauerhoff
                                         ---------------------------------------
                                         Name:  Jeffrey M. Sauerhoff
                                         Title: Vice President

                                      RECKSON OPERATING PARTNERSHIP, L.P., Owner
                                      By: Reckson Realty Associates Corp.,
                                          Its General Partner

                                      By: /s/ Jon L. Halpern
                                         ---------------------------------------
                                         Name:  Jon L. Halpern
                                         Title: Executive Vice President





                                  Page 13 of 14

<PAGE>


STATE OF NEW YORK      )
                       ) SS.:
COUNTY OF WESTCHESTER  )

   On    the    day    of    September,     1996,     before    me    personally
came______________________ , to me known, who being by me duly sworn, did depose
and say that he maintains an office at 660 White  Plains  Road,  Tarrytown,  New
York  10591;  that he is the of Reckson  Realty  Associates  Corp.,  the General
Partner  of  RECKSON  OPERATING  PARTNERSHIP,   L.P.,  the  limited  partnership
described in and which  executed the  foregoing  instrument;  That he signed his
name thereto on behalf of the limited partnership  described therein by order of
its board of directors of its corporate general partner.


      ------------------------------
               Notary Public

STATE OF NEW YORK      )
                       ) SS.:
COUNTY OF WESTCHESTER  )

   On    the    day    of    September,     1996,     before    me    personally
came____________________________  , to me known, who being by me duly sworn, did
depose and say that he maintains an office at 560 White Plains Road,  Tarrytown,
New York 10591; that he is the of ADVANCED HEALTH  CORPORATION,  the corporation
described in and which  executed the  foregoing  instrument;  That he signed his
name  thereto  on behalf of the  Corporation  described  therein by order of its
board of directors.

      ------------------------------
               Notary Public



                                  Page 14 of 14




<PAGE>
                   WORK SCHEDULE OF LANDLORD'S RESPONSIBILITY
                                       FOR
                                 ADVANCED HEALTH
                              555 WHITE PLAINS ROAD
                               TARRYTOWN, NEW YORK

I. PARTITIONS:

         Landlord shall furnish and install ceiling-high  partitions constructed
from metal  studs  with 5/8"  sheetrock  on both sides and 4" tile base,  as per
attached  plan.  The  corridor  and  between  Tenant  partitions  shall be sound
attenuating construction, extending to under side of floor above.

II. CLOSETS:

         Landlord  shall  furnish  closets as per  attached  plan.  Closets will
contain one (1) wood hat shelf and one (1) metal coat rod.

III. DOORS:

         Landlord  shall  furnish and install  necessary  doors as per  attached
plan.

IV. HARDWARE:

         Landlord shall furnish and install necessary building standard hardware
such as latch sets, hinges, door stops and bucks where required.  Landlord shall
supply  and  install  a  combination  lock on one of the  entrance  doors to the
demised premises.  Landlord shall relocate coat hooks in existing offices to the
555 premises.

V. CEILINGS:

         Existing  2'0" X 4'0"  textured  acoustical  tile  ceiling  to  remain.
Landlord  shall replace any damaged or stained  ceiling tile in such a matter as
to maintain the appearance of the ceiling.

VI. ELECTRICAL:

         A. Lighting

         Landlord  shall  supply and install in perimeter  and interior  working
areas,  recessed  parabolic building standard 2' X 4" fluorescent light fixtures
(except where conditions necessitate a surface mounted fixtures).  Initial bulbs
supplied by Landlord; all subsequent replacements by Tenant.

         B. Outlets

                  Supply and  install  duplex  wall  convenience  outlets as per
attached plan.

         C. Telephone

         Landlord shall, at Landlord's expense, provide all telephone wiring and
relocate Tenant's telephone switch.

         D. Computer Wiring

         Landlord  shall at  Landlord's  expense,  provide  wire the premises to
accommodate Tenant's computer system.

         With  reference  to  the  telephone  and  computer  wiring,  Landlord's
obligation shall be limited to approximately  16,800 sq. ft. of installation and
not the entire 26,302 sq. ft. which Tenant is leasing as of April 1, 1997.

         E. Circuits and Service

         The building will contain sufficient  electrical  facilities to provide
for all  normal  installations.  The  design  capacity  is based  on a  combined
lighting and receptacle load of four (4) watts per square foot of office area at
208/120 volts.  Three-phase 208 volt electrical  service will be provided by the
owner in the electrical service panel on each floor.

VII. VENETIAN BLINDS:

         Landlord shall supply and install  ceiling-high  venetian blinds on all
exterior windows. These blinds shall be maintained by Tenant.

VIII. CARPETING:

         Landlord  shall  supply and install  throughout  the  demised  premises
Landlord's  building  standard  carpeting,  colors to be selected  from  samples
submitted by Landlord.  Landlord shall provide and install upgraded carpeting in
the areas indicated on attached plan.


<PAGE>
IX.  WALL FINISHES

     PAINTING:

         Landlord  shall paint the entire  premises  (excluding  the  acoustical
ceiling) in a good workman-like manner with primer and two (2) coats of paint in
colors to be selected by Tenant from building color chart  consisting of fifteen
(15) colors.  Tenant will be permitted five (5) of the standard colors per floor
and one (1) color per room.

      WALL COVERING

         Landlord shall provide and install wall covering in areas  indicated on
attached plan.

X.    HEATING AND AIR CONDITIONING:

         1. This work shall comprise  essentially the design and installation of
duct system on each floor together with a reasonable amount of air diffusers and
associated  fixtures,  all supplied from a central system designed to conform to
the standards per  performance of the best new office  buildings in Suburban New
York.  Normal  operating  hours shall be 8:30 a.m. to 6:00 p.m.,  Monday through
Friday.  The type and  design  ceiling  diffusers  and return  grilles  shall be
building  standard,  locations to be approved by Tenant's  architects.  Landlord
shall give quiet  enjoyment to Tenant  regarding  noise or vibration from any of
the building's installation of mechanical equipment or systems.

         The system shall be capable of  delivering  100% outside  fresh air and
shall never  deliver less than 25% outside  fresh air, but at no time will there
will be less than 0.35  C.F.M.  of fresh air per  square  foot,  during  periods
specified  and is based upon the normal design of air  conditioning,  where four
(4) watts of light and  power/square  foot is available  for Tenant's use and an
average occupancy of one (1) person per 100 square feet.

         The system shall  capable of  maintaining  and shall be operated by the
Landlord  so as to  maintain  inside  conditions  of not  more  than 78  degrees
Fahrenheit and 50% relative  humidity when outside  conditions are not more than
95 degrees Fahrenheit dry bulb and 75 degrees Fahrenheit wet bulb except that as
the outside temperature conditions shall be maintained approximately as follows:

<TABLE>
<CAPTION>

    OUTSIDE CONDITIONS                       MAXIMUM INSIDE CONDITIONS
  ----------------------                   ------------------------------
<S>                             <C>
        66 - 72 db              72 (PLUS OR MINUS) 2db, 25 - 50 (plus or minus) 5RH
        72 - 80 db              74 (plus or minus) 2db, 35 - 50 (plus or minus) 5RH
        85 - 90 db              76 (plus or minus) 2db, 35 - 50 (plus or minus) 5RH
        91 - 95 db              78 (plus or minus) 2db, 35 - 50 (plus or minus) 5RH

</TABLE>

   * With normal humidity tolerance

   The performance  requirements noted above shall be maintained all year round,
either  by  the  use  of  varying  amounts  of  outside  air  or  by  mechanical
refrigeration.

A. The above noted performance requirements shall be based upon the following
conditions of internal heat and moisture gain.

   1. One person per 100 square feet.

   2. Four watts per square foot for Tenant light and power use.

B. The  system  shall  also be  capable  of  maintaining  a minimum  temperature
throughout the demised premises of 69 F when the outside temperature is 0 F.

   System  shall  be  automatically   controlled,   free  of  noticeable  noise,
vibration, or drafts and require minimum cost expenditure in fuel.

XI.   PLUMBING:

         The Landlord shall provide and install two (2) wet columns, designed to
carry a cold water line, a hot water line,  a sewer line and a vent line.  These
wet  columns  shall be located  in the  corners  of the  building  approximately
halfway  between the exterior wall and the core. Wet  connections and extensions
of said system shall be performed by the Landlord at the Tenant's expense.

XII.  PARKING:

         The  Landlord  shall  provide  Tenant  with  75  parking  spaces  on  a
non-reserved,  non-exclusive  basis  and  13  reserved  parking  spaces  in  the
under-building parking area.