Exhibit 10

LEASE AGREEMENT

INDIAN RIDGE HOLDING COMPANY, INC.

TO

BEDFORD HOLDINGS, INC.

DATED:

January 25, 2002



EXPIRES:

January 31, 2007



RENT:

$119,667.92



Annual

Monthly

Year 1

$22,540.00

$1,878.33

Year 2

$23,216.20

$1,934.68

Year 3

$23,912.69

$1,992.72

Year 4

$24,630.07

$2,052.51

Year 5

$25,368.97

$2,114.08

THIS LEASE AGREEMENT IS MADE

BETWEEN:

LANDLORD

INDIAN RIDGE HOLDING COMPANY, INC.

(A New Jersey corporation) residing at:

184 Central Avenue

Old Tappan NJ 07675

AND:

TENANT

Bedford Holdings, Inc.

(A New Jersey corporation) residing at:

300 Blaisdell Road

Orangeburg NY 10962

Witnesseth that, the Landlord does hereby lease to the Tenant and the Tenant does hereby rent from the Landlord, the following described premises:

Premises: One Thousand Two Hundred Eighty-Eight (1,288) square feet of office space in the building commonly know as 184 Central Avenue, Old Tappan, New Jersey 07675.

Term: See Rider Annexed.

Use:

To be used and occupied only and for no other purpose than: Professional Offices.

Upon the following Conditions and Covenants:

1st

Payment of Rent: See Rider Annexed.

2nd

Repairs and Care: The Tenant has examined the premises and has entered into this lease without any representation on the part of the Landlord as to the condition thereof. The Tenant shall take good care of the premises and shall at the Tenant's own cost and expense, make all repairs, including painting and decorating, and shall maintain the premises in good condition and state of repair, and at the end or other expiration of the term hereof, shall deliver up the rented premises in good order and condition, wear and tear from a reasonable use thereof, and damage by the elements not resulting from the neglect or fault of the Tenant, excepted. The Tenant shall neither encumber nor obstruct the sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and maintain the same in a clean condition, free from debris, trash, refuse, snow and ice.

3rd

Glass, etc. Damage Repairs: In case of the destruction of or any damage to the glass in the leased premises, or the destruction of or damage of any kind whatsoever to the said premises, caused by the carelessness, negligence or improper conduct on the par: of the Tenant or the Tenant's agents, employees, guests, licensees, invitees, subtenants, assignees or successors, the Tenant shall repair the said damage or replace or restore any destroyed parts of the premises, as speedily as possible, at the Tenant's own cost and expense.

4th

Alterations and Improvements: No alterations, additions or improvements shall be made, and no climate regulating, air conditioning, cooling, heating or sprinkler systems, television or radio antennas, heavy equipment, apparatus and fixtures, shall be installed in or attached to the leased premises, without the written consent of the Landlord. Unless otherwise provided herein, all such alterations, additions or improvements and systems, when made, installed in or attached to the said premises, shall belong to and become the property of the Landlord and shall be surrendered with the premises and as part thereof upon the expiration or sooner termination of this lease, without hindrance, molestation or injury.

5th

Signs: The Tenant shall not place nor allow to be placed any signs of any kind whatsoever, upon, in or about the said premises or any part thereof, except of a design and structure and in or at such places as may be indicated and consented to by the Landlord in writing. In case the Landlord or the Landlord's agents, employees or representatives shall deem it necessary to remove any such signs in order to paint or make any repairs, alterations or improvements in or upon said premises or any part thereof, they may be so removed, but shall be replaced at the Landlord's expense when the said repairs, alterations or improvements shall have been completed. Any signs permitted by the Landlord shall at all times conform with all municipal ordinances or other laws and regulations applicable thereto.

6th

Utilities: The Landlord shall pay when due all the rents or charges for water or other utilities used by The Tenant, which are or may be assessed or imposed upon the leased premises or which are or may be charged to the Landlord by the suppliers thereof during the term thereof. Cleaning services to be paid for by Tenant.

7th

Compliance with Laws etc.: The Tenant shall promptly comply with all laws, ordinances, rules, regulations, requirements and directives of the Federal, State and Municipal Governments or Public Authorities and of all their departments, bureaus and subdivisions, applicable to and affecting the said premises, their use and occupancy, for the correction, prevention and abatement of nuisances, violations or other grievances in, upon or connected with the said premises, during the term hereof, and shall promptly comply with all orders, regulations, requirements and directives of the Board of Fire Underwriters or similar authority and of any insurance companies which have issued or are about to issue policies of insurance covering the said premises and its contents, for the prevention of fire or other casualty, damage or injury, at the Tenant's own cost and expense.

8th

Liability Insurance and Indemnification: The Tenant, at Tenant's own expense, shall obtain or provide and keep in full force for the benefit of the Landlord, during the term hereof, general public liability insurance, insuring the Landlord against any and all liability or claims of liability arising out of, occasioned by or resulting from any accident or otherwise in or about the leased premises, for injuries to any person or persons, for limits of not less than $1 million for injuries to one person and $3 million for injuries to more than one person, to any one accident or occurrence, and for loss or damage to the property of any persons, for not less than $300.000. The policy or policies of insurance shall be of a company or companies authorized to do business in the State and shall be delivered to the Landlord, together with evidence of the payment of the premiums therefore, not less than fifteen days prior to the commencement of the term hereof or of the date when the Tenant shall enter into possession, whichever occurs sooner. At least fifteen days prior to the expiration or termination date of any policy, the Tenant shall deliver a renewal or replacement policy with proof of the payment of the premium therefore. The Tenant also agrees to and shall save, hold and keep harmless and indemnify the Landlord from and for any and all payments, expenses, costs, attorney fees and from and for any and all claims and liability for losses or damage to property or injuries to persons occasioned wholly or in part by or resulting from any acts or omissions by the Tenant or the Tenant's agents, employees, guests, licenses, invitees, subtenants, assignees or successors, or for any cause or reason whatsoever arising out of or by reason of the occupancy by the Tenant and the conduct of the Tenant's business.

9th

Assignment: The Tenant shall not, without the written consent of the Landlord assign, mortgage or hypothecate this lease, nor sublet or sublease the premises or any part thereof.

10th

Restriction of Use: The Tenant shall not occupy or use the leased premises or any part thereof, nor permit or suffer the same to be occupied or used for any purposes other than as herein limited, nor for any purpose deemed unlawful, disreputable, or extra hazardous, on account of fire or other casualty.

11th

Mortgage Priority: This lease shall not be a lien against the said premises in respect to any mortgages that may hereafter be placed upon said premises. The recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this lease, irrespective of the date of recording and the Tenant agrees to execute any instruments, without cost, which may be deemed necessary or desirable, to further effect the subordination of this lease to any such montage or mortgages. A refusal by the Tenant to execute such instruments shall entitle the Landlord to the option of canceling this lease, and the term hereof is hereby expressly limited accordingly.

12th

Condemnation and Eminent Domain: If the land and premises leased herein, or of which the leased premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or of suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions, the Landlord shall grant an option to purchase and or shall sell and convey the said premises or any portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and premises or any portion thereof, then this lease, at the option of the Landlord, shall terminate, and the term hereof shall end as of such date as the Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant agrees to execute and deliver any instruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the said lands and premises or any portion thereof. The Tenant covenants and agrees to vacate the said premises, remove all the Tenant's personal property therefrom and deliver up peaceable possession thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, expenses, damages and losses as the Landlord may incur by reason of the Tenant's breach hereof.

13th

Fire and other Casualty: In case of fire or other casualty, the Tenant shall give immediate notice to the Landlord. If the premises shall be partially damaged by fire, the elements or other casualty, the Landlord shall repair the same as speedily as practicable, but the Tenant's obligation to pay the rent hereunder shall not cease. If, in the opinion of the Landlord, the premises be so extensively and substantially damaged as to render them untenantable, then the rent shall cease until such time as the premises shall be made tenantable by the Landlord. However, if, in the opinion of the Landlord, the premises be totally destroyed or so extensively and substantially damaged as to require practically a rebuilding thereof, then the rent shall be paid up to the time of such destruction and then, and from thenceforth this lease shall come to an end. In no event however, shall the provisions of this clause become effective or be applicable, if the fire or other casualty and damage shall be the result of the carelessness, negligence, or improper conduct of the Tenant or the Tenant's agents, employees, guests, licensees, invitees, subtenants, assignees or successors. In such case, the Tenant's liability for the payment of The rent and the performance of all covenants, conditions and terms hereof on the Tenant's part to be performed shall continue and the Tenant shall be liable to the Landlord for the damage and loss suffered by the Landlord. If the Tenant shall have been insured against any of the risks herein covered, then the proceeds of such insurance shall be paid over to the Landlord to the extent of the Landlord's costs and expenses to make the repairs hereunder, and such insurance carriers shall have no recourse against the Landlord for reimbursement.

14th

Reimbursement of Landlord: If the Tenant shall fail or refuse to comply and perform any conditions and covenants of the within lease, the Landlord may, if the Landlord so elects, carry out and perform such conditions and covenants, at the cost and expense of the -Tenant, and the said cost and expense shall be payable on demand, or at the option of the Landlord shall be added to the installment of rent due immediately thereafter, but in no case later than one month after such demand, whichever occurs sooner, and shall be due and payable as such. This remedy shall be in addition to such other remedies as the Landlord may have hereunder by reason of the breach by the Tenant of any of the covenants and conditions in this lease contained.

15th

Inspection and Repair: The Tenant agrees that the Landlord and the Landlord's agents, employees or other representatives, shall have the right to enter into and upon the said premises or any part thereof, at all reasonable hours, for the purpose of examining the same or making such repairs or alterations therein as may be necessary for the safety and preservation thereof. This clause shall not be deemed to be a covenant by the Landlord nor be construed to create an obligation on the part of the Landlord to make such inspection or repairs.

16th

Right to Exhibit: The Tenant agrees to permit the Landlord and the Landlord's agents, employees, or other representatives to show the premises to persons wishing to rent or purchase the same, and Tenant agrees that preceding the expiration of the term hereof, the Landlord or the Landlord's agents, employees or other representatives shall have the right to place notices on the front of said premises or any part thereof, offering the premises for rent or for sale; and the Tenant hereby agrees to permit the same to remain thereon without hindrance or molestation.

17th

Increase of Insurance Rates: if for any reason it shall be impossible to obtain fire and other hazard insurance on the buildings and improvements on the leased premises, in an amount and in the form and in insurance companies acceptable to the Landlord, the Landlord may, if the Landlord so elects at any time thereafter, terminate this lease and the term hereof, upon giving to the Tenant fifteen days notice in writing of the Landlord's intention to do so, and upon the giving of such notice, this lease and the term thereof shall terminate. If, by reason of the use to which the premises are put by the Tenant or character of or the manner in which the Tenant's business is carried on, the insurance rates for fire and other hazards shall be increased, the Tenant shall upon demand, pay to the Landlord, as rent, the amounts by which the premiums for such insurance are increased. Such payment shall be paid with the next installment of rent but in no case later than one month after such demand, whichever occurs sooner.

18th

Removal of Tenant's Property: Any equipment, fixtures, goods or other property of the Tenant, not removed by the Tenant upon the termination of this lease, or upon any quitting, vacating or abandonment of the premises by the Tenant, or upon the tenant's eviction, shall be considered as abandoned and the Landlord shall have the right, without any notice to the Tenant, to sell or otherwise dispose of the same, at the expense of the Tenant, and shall not be accountable to the Tenant for any part of the proceeds of such sale, if any.

19th

Remedies upon Tenant's Default: If there should occur any default on the part of the Tenant in the performance of any conditions and covenants herein contained, or if during the term hereof the premises or any part thereof shall be or become abandoned or deserted, vacated or vacant, or should the Tenant be evicted by summary proceedings or otherwise, the Landlord, in addition to any other remedies therein contained or as may be permitted by law, may either by force or otherwise, without being liable for prosecution therefore, or for damages, re-enter the said premises and the same have and again possess and enjoy; and as agent for the Tenant or otherwise, re-let the premises and receive the rents therefore and apply the same, first to the payment of such expenses, reasonable attorney fees and costs, as the Landlord may have been put to in re-entering and repossessing the same and in making such repairs and alterations as may be necessary; and second to the payment of the rents due hereunder. The Tenant shall remain liable for such rents as may be in arrears and also the rents as may accrue subsequent to the re-entry by the Landlord, to the extent of the difference between the rents reserved hereunder and the rents, if any, received by the Landlord during the remainder of the unexpired term hereof, after deducting the aforementioned expenses, fees and costs; the same to be paid as such deficiencies arise and are ascertained each month.

20th

Termination of Default: Upon the occurrence of any of the contingencies set forth in the preceding clause, or should the Tenant be adjudicated a bankrupt, insolvent or placed in receivership or should proceedings be instituted by or against the Tenant for bankruptcy, insolvency, receivership, agreement of composition or assignment for the benefit of creditors, or if this lease or the estate of the Tenant hereunder shall pass to another by virtue of any court proceedings, writ of execution, levy, sale, or by operation of law, the Landlord may, if the Landlord so elects, at any time thereafter, terminate this lease and the term hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other person in charge of or acting as custodian of the assets or property of the Tenant, five days notice in writing, of the Landlord's intention so to do. Upon the giving of such notice, this lease and the term hereof shall end on the date fixed in such notice as if the said date was the date originally fixed in this lease for the expiration hereof, and the Landlord shall have the right to remove all persons, goods, fixtures and chattels therefrom, by force or otherwise, without liability for damages.

21st

Non-Liability of Landlord: The Landlord shall not be liable for any damage or injury which may be sustained by the Tenant or any other person, as a consequence of the failure, breakage, leakage or obstruction of the water, plumbing, steam, sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the like or of the electrical, gas, power, conveyor, refrigeration, sprinkler, air conditioning or hearing systems, elevators or hoisting equipment; or by reason of the elements; or resulting from the carelessness, negligence or improper conduct on the part of any other Tenant or of the Landlord or the Landlord's or this or any other Tenant's agents, employees, guests, licensees, invitees, sub-tenants, assignees or successors; or attributable to any interference with, interruption of or failure, beyond the control of the Landlord, of any services to be furnished or supplied by the Landlord.

22nd

Non-Waiver of Landlord: The various rights, remedies, options and elections of the Landlord, expressed herein, are cumulative, and the failure of the Landlord to enforce strict performance by the Tenant of the conditions and covenants of this lease or to exercise any election or option or to resort or have recourse to any remedy herein conferred or the acceptance by the Landlord of any installment of rent after any breach by the Tenant, in any one or more instances, shall not be construed or deemed to be a waiver or a relinquishment for the future by the Landlord of any such conditions and covenants, options, elections or remedies, but the same shall continue in full force and effect.

23rd

Non-Performance by Landlord: This lease and the obligation of the Tenant to pay the rent hereunder and to comply with the covenants and conditions hereof, shall not be affected, curtailed, impaired or excused because of the Landlord's inability to supply any service or material called for herein, by reason of any rule, order, regulation or preemption by any governmental entity, authority, department, agency or subdivision or for any delay which may arise by reason of negotiations for the adjustment of any fire or other casualty loss or because of strikes or other labor trouble or for any cause beyond the control of the Landlord.

24th

Validity of Lease: The terms, conditions, covenants and provisions of this lease shall be deemed to be severable. If any clause or provision herein contained shall be adjudged to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall nor affect the validity of any other clause or provision herein, but such other clauses or provisions shall remain in full force and effect.

25th

Notices: All notices required under the terms of thus lease shall be given and shall be complete by mailing such notices by certified or registered mail, return receipt requested, to the address of the parties as shown at the head of this lease, or to such other address as may be designated in writing, which notice of change of address shall be given in the same manner.

26th

Title and Quiet Enjoyment: The Landlord covenants and represents that the Landlord is the owner of the premises herein leased and has the right and authority to enter into, execute and deliver this lease; and does further covenant that the Tenant on paying the rent and performing the conditions and covenants herein contained, shall and may peaceable and quietly have, hold and enjoy the leased premises for the term aforementioned.

27th

Entire Contract: This lease contains the entire contract between the parties. No representative, agent or employee of the Landlord has been authorized to make any representations or promises with reference to the within letting or to vary, alter or modify the terms hereof. No additions, changes or modifications, renewals or extensions hereof, shall be binding unless reduced to writing and signed by the Landlord and the Tenant.

28th

Mechanics' Liens: If any mechanics' or other liens shall be created or filed against the leased premises by reason of labor performed or materials furnished for the Tenant in the erection, construction, completion, alteration, repair or addition to any building or improvement, the Tenant shall upon demand, at the Tenant's own cost and expense, cause such lien or liens to be satisfied and discharged of record together with any Notices of Intention that may have been filed. Failure so to do shall entitle the Landlord to resort to such remedies as are provided herein in the case of any default of this lease, in addition to such as are permitted by law.

29th

Waiver of Subrogation Rights: The Tenant waives all rights of recovery against the Landlord or Landlord's agents, employees or other representatives, for any loss, damages or injury of any nature whatsoever to property or persons for which the Tenant is insured. The Tenant shall obtain from Tenant's insurance carriers and will deliver to the Landlord, waivers of the subrogation rights under the respective policies.

30th

Security: The Tenant has this day deposited with the Landlord the sum of $5,635.00 as security for the payment of the rent hereunder and the full and faithful performance by the Tenant of the covenants and conditions on the part of the Tenant to be performed. Said sum shall be returned to the Tenant, without interest, after the expiration of the term hereof, provided that the Tenant has full and faithfully performed all such covenants and conditions and is not in arrears in rent. During the term hereof, the Landlord may, if the Landlord so elects, have recourse to such security, to make good any default by the Tenant, in which event the Tenant shall, on demand, promptly restore said security to its original amount. Liability to repay said security to the Tenant shall run with the reversion and title to said premises, whether any change in ownership thereof be by voluntary alienation or as the result of judicial sale, foreclosure or other proceedings, or the exercise of a right of taking or entry by any mortgages. The Landlord shall assign or transfer said security, for the benefit of the Tenant, to any subsequent owner or holder of the reversion or title to said premises, in which case the assignee shall become liable for the repayment thereof as herein provided, and the assignor shall be deemed to be released by the Tenant from all liability to return such security. This provision shall be applicable to every alienation or change in title and shall in no wise be deemed to permit the Landlord to retain the security after termination of the Landlord's ownership of the reversion or title. The Tenant shall not mortgage, encumber or assign said security without the written consent of the Landlord.

31st

The Tenant shall pay one (1) month's rent on signing of the lease.

32nd

The Tenant shall have the option to renew this lease according to the terms and conditions to be agreed upon by the Tenant and Landlord.

33rd

The Tenant shall notify Landlord of his intention to vacate the premises or renew the lease on or before July 31, 2006.

34th

It is agreed by and between the parties that the Tenant may commence using the premises without interruption as of February 1, 2002 provided Landlord has been able to make the herein agreed upon space available. If said space is not fully available, Landlord will make its best efforts to provide temporary space and accommodate Tenants needs.

Confirmation with Laws and Regulations: The Landlord may pursue the relief or remedy sought in any invalid clause, by conforming the said clause with the provisions of the statutes or the regulations of any governmental agency in such case made and provided as if the particular provisions of the applicable statutes or regulations were set forth herein at length.

In all references herein to any parties, persons, entities or corporations the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of the within instrument may require. All the terms, covenants and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective parties hereto, and their heirs; executors, administrators, personal or legal representatives, successors and assignees.

In Witness Whereof, the parties hereto have hereunto set their hands and seals, or caused these presents to be signed by their proper corporate officers and their proper corporate seal to be hereto affixed, the day and year first above written.

Signed, Sealed and Delivered

In the presence of or Attested by

WILLIAM I NIGRO

Notary Public of New Jersey

My Commission Expires 10/20/2004

INDIAN RIDGE HOLDING CO.  Landlord



Landlord Jeffrey A. Hirsch, President

BEDFORD HOLDINGS, INC.

Tenant

Leon Zapoll, President

ASSIGNMENT OF LEASE:

For one dollar and other good and valuable consideration, the Tenant as Assignor, assigns this Lease and all the Assignor's rights and privileges therein, including any and all monies deposited with the Landlord as security, subject to all the terms, covenants and conditions contained therein; and the Assignee accepts this Assignment of Lease and assumes and agrees to comply with and be bound by the terms, covenants and conditions in said lease contained. The signature of the Landlord hereto is evidence of the Landlord's consent to and acceptance of this Assignment of Lease.

Assignee

Assignor

Landlord

RIDER TO LEASE AGREEMENT By and Between INDIAN RIDGE HOLDING COMPANY, INC., Landlord, and BEDFORD HOLDINGS, INC.

THIS AGREEMENT shall serve as a rider to Lease, dated even date herewith, entered into by and between the parties hereto, and they do hereby agree as follows; the terms hereof superseding any terms contained in said lease inconsistent herewith:

1.

The term of this lease shall be for a period of five years, commencing February 1, 2002 and ending January 31, 2007. In addition thereto the Tenant shall have the option to renew This lease according to the terms and conditions to be agreed upon by the Tenant and Landlord by notifying the Landlord, in writing, certified mail, return receipt requested, of its intention to renew no later than July 31, 2006. The time within which Tenant must notify as to its election to renew is deemed "of the essence" of its right to renew. All of the terms and conditions hereof and of the lease shall be operative for the renewal term, including the provisions herein regarding rent and additional rent

2.

The base rent for the first year of the term hereof shall be Nineteen Thousand Three Hundred Twenty Dollars ($19,320.00), payable One Thousand Six Hundred Ten Dollars ($1,610.00) monthly, in advance, on the first day of each and every month during the term hereof and increased in accordance with paragraph 4 hereof.

3.

In addition to the base rent, tenant shall pay, as additional rent, payable with the monthly base rent, for the term hereof and for any renewal term and increased in accordance with paragraph 4 hereof, one-twelfth of its share of the landlord's annual cost of operation of the entire premises of which the lease premises are a part, and payable, until annual reconciliation thereof, at the annual rate of $2.50 per square foot of the space rented to tenant. On account of such additional rent, the tenant shall pay to the landlord, the sum of $268.33 monthly, in advance, and payable with the base rent. This payment shall be an estimate only, but a minimum payment, and within 30 days after the end of each calendar year during which this lease shall be in effect, or within such time as may be otherwise practicable, the landlord shall calculate the tenant's percentage share of the annual operating expenses of the premises and notify the tenant, in writing, thereof. In the event such share is greater than the monthly estimated additional rent (multiplied by 12) paid by the tenant, the tenant shall pay the difference within ten (10) days of such notice. Tenant shall not be entitled to any rebate, refund or credit, however, in the event the tenant's share of the annual cost of operation is less than the aforesaid monthly payments made by tenant for the immediately preceding twelve-month period. Should this lease be effective for only a portion of any calendar year in which additional rent is due, then said additional rent, as reconciled, will be prorated corresponding to the period of lease effectiveness.

Tenant's percentage shall be determined by dividing the number of square feet rented to the tenant as set forth in this lease, or, if not so set forth, then as determined by the Landlord, by the number of rentable square feet of the entire premises of which the leased premises is a pan.

Landlord's operating expenses shall be defined as the landlord's cost of operating the entire premises on an annual basis. This includes, by way of example, but not by way of limitation, the annual real estate taxes assessed against the premises (land and buildings) in any year during which this lease is effective and any special assessments paid during the particular year, heat, electric, gas, oil, water, septic and sewage installation and maintenance, the annual premiums for all insurances taken out by the landlord upon, or in connection with the operation of, the entire premises, service contracts, refuse collection, security alarm installation and repair and sprinkler maintenance and installation, landscaping, roof, parking lot and common area maintenance, repair and replacements, operating equipment maintenance, repairs and replacements, snow removal, and professional fees.

4.

The monthly base rent and additional rent shall increase starting February 1, 2003 (the first lease anniversary date) and annually thereafter during the initial term hereof, to an amount derived by multiplying the monthly rent paid during the immediately preceding lease year by the number 1.03%. Thus, the monthly base rent for the term from February 1, 2003 to January 31, 2004 (second year of lease) shall be $1,658.30 and the monthly minimum additional rent for that year shall be $276.38; and for the following lease year, the base rent shall be $1,708.05 monthly and the additional rent shall be $284.67 monthly, and so on for the lease term.

Landlord shall be named as an additional insured on tenant's policies required to be maintained pursuant to this lease and shall provide landlord with a certificate of insurance within 10 days of any demand therefore during the lease term.

6.

Any rent installment due hereunder but not received by the landlord on or before the 5th day of the month for which said installment is due is subject to, and must be accompanied by, a late payment charge of five (5%) percent of the monthly rent and additional rent installment, and this late payment charge shall also be considered "additional rent". Any rental installment not paid within ten (10) days of due date shall also bear interest at the annual rate of eighteen (18%) percent from the tenth day of the month in which the rent installment is due until the date upon which same is paid; and such amounts shall be considered additional rent, and payable with the rent installment for which this charge is imposed.

7.

This lease and Tenant's rights of possession shall terminate, at the option of the Landlord, and by written notice to Tenant sent to Tenant by Certified Mail, Return Receipt Requested, at least twenty (20) days before the termination date fixed by Landlord, and Tenant shall immediately vacate on the date so fixed and be subject to dispossess and any other proceedings, in the event any installment of rent and additional rent is received more than five (5) days after its due date on three or more occasions during any consecutive twelve-month period during the term (including any renewal term) hereof.

8.

Tenant shall be responsible for all maintenance and repairs to the interior of the leased premises, for all repairs and replacement of all operating equipment and systems therein which are not used in common with other tenants, and all repairs and replacement to any part of the lease premises caused or contributed to by the negligent acts or omissions of the Tenant, his/her/its agents, employees, invitees or guests or by Tenant's breach of any of the terms and conditions of this lease. Landlord shall be responsible for all other repairs/replacements. Tenant acknowledges, however, that any such repairs/replacements made by the Landlord shall be considered an operating expense, subject to allocation and reimbursements in accordance with paragraph 3 of this Rider.

INDIAN RIDGE HOLDING COMPANY, INC.

By: ______________________

Jeffrey A. Hirsch, President, Landlord

Dated:

BEDFORD HOLDINGS, INC.



By:

By: ________________________

Leon Zapoll, President, Tenant



Notary Public of New Jersey

My Commission Expires 10/20/2004