6 Greene Street Associates, LLC
329 Canal Street
New York, New York 10013


                                             December 21, 1999


Subject: Lease Extension:

The current Lease between Accufacts  Screening Inc., 6 Greene Street,  New York,
NY 10013, and 6 Greene Street  Associates,  LLC, 329 Canal Street,  New York, NY
10013,  scheduled to end on March 31, 2000, is hereby  extended for a term of 36
months  (April  1, 2000 to March  31,  2003),  at a new  annual  rental  rate of
$30,000.00  ($2500.00 per month).  All provisions of the current lease remain in
effect.


Tenant

          /s/ Philip Luizzo


Landlord

          [illegible]


<PAGE>


                                 RIDER TO LEASE



Lease Dated:

Landlord:     6 GREENE STREET ASSOCIATES, LLC

Tenant:       ACCUFACTS SCREENING INC.





THE  PROVISIONS  OF THIS  RIDER ARE  INTENDED  TO AMPLIFY  AND  EXPAND  UPON THE
PROVISIONS OF THE PREPRINTED FORM OF THIS LEASE,  BUT IN THE EVENT ANY PROVISION
OF  THIS  RIDER  CONFLICTS  WITH  ANY  PROVISION  OF THE  PREPRINTED  FORM,  THE
PROVISIONS OF THIS RIDER SHALL SUPERSEDE.

     R1. Certain Remedies.

     A. Tenant  acknowledges that: (i) its agreement to fully and timely pay all
installments  of Rent is a material  inducement  for Landlord to enter into this
lease; (ii) the aggregate amount of all Rent installments are due and payable in
full at the  commencement  of the term of this  lease but  Landlord,  solely for
Tenant's  convenience,  has permitted said amount to be payable in equal monthly
installments  during the term of this lease;  (iii) upon default in the full and
timely  payment  of any Rent  installment,  the  entire  unpaid  balance  of the
aggregate amount of all Rent  installments for the then remainder of the term of
this  lease  (as  originally  reserved)  will  become  due and  payable  if such
installment  of Rent  shall not be paid in full  within ten (10) days of written
notice from Landlord advising of Landlord's intent to proceed under this Article
R1;  and (iv) in no event  will  Tenant be  entitled  to credit  for any  monies
received by Landlord for rent and/or use and occupancy for the demised  premises
or any part  thereof  until after the  expiration  of the term of this lease (as
originally reserved).  Tenant agrees that the provisions of this Article R1: (a)
will not constitute or be deemed to be liquidated damages or a penalty; (b) will
apply  notwithstanding  any contrary provision of this lease; and (c) will be in
addition to, and not limit,  any other rights or remedies  available to Landlord
pursuant  to this lease and  otherwise  (including,  without  limitation,  those
regarding  additional  rent reserved  under this lease).  The parties agree that
upon the making of this lease this  Article  fairly  reflects  their intent with
respect to a default by Tenant under this lease.

     R2.  Arrearages.  All sums  whatsoever not included  within Rent payable by
Tenant under this lease  constitute  additional rent and are payable without set
off or deduction,  whether or not so specified  elsewhere in this lease.  If the
Rent or any additional  rent is not paid on or before the tenth day of the month
for which such payment is due, there shall be added, as additional  rent, a late
charge equal to 2% of the unpaid  amount.  All sums in arrears  under this lease
will bear interest,  at the then maximum  annual rate of interest  chargeable in
New York State, from their respective due dates until received by Landlord,  but
this in no way limits any claim for damages or any other rights and remedies

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<PAGE>

available to Landlord for any breach or default by Tenant.  Tenant's obligations
under this lease will  survive  the  expiration  or sooner  termination  of this
lease. Acceptance by Landlord of rent from any party other than Tenant shall not
be deemed to operate as a consent by Landlord to any assignment or subletting to
such party,  nor constitute any acceptance of such party as a tenant  hereunder,
nor  vest  any  rights  in  such  party  nor  release  Tenant  from  any  of its
obligations,  nor be  deemed a  modification  of any of the  provisions  of this
lease.


     B. Landlord and Tenant agree that the words "and additional rent" are to be
deemed inserted immediately following each reference to "rent" or "Rent" in this
lease.  Should any dispute arise between Landlord and Tenant with respect to the
amount of any  additional  rent due pursuant to this lease,  Tenant shall pay to
Landlord,  until such dispute is resolved,  the amounts deemed by Landlord to be
due.


     C.  Notwithstanding  anything to the contrary  contained in this Article or
elsewhere in this lease,  the parties  further agree that: (i) all references in
this  lease  to  expenses  to  which  Landlord  is  entitled  are  to be  deemed
illustrative  only and Landlord  will be entitled (in addition to all other sums
recoverable  by  Landlord) to all expenses of every nature which it may incur in
connection with any default,  re-entry,  expiration and/or dispossess by summary
proceedings or otherwise;  and (ii) wherever in this lease Tenant is required to
pay to Landlord any monies as  "additional  rent" such monies will be payable to
Landlord at the time(s)  specified in this lease for the payment thereof,  as if
there had not occurred any default,  re-entry,  expiration  and/or dispossess by
summary proceedings or otherwise.

     R3. Rent  Restrictions.  If any of the fixed annual rent or additional rent
payable under this Lease shall be or become  uncollectible,  reduced or required
to be refunded  because of any rule,  regulation or law, Tenant shall enter into
such  agreements and take such other legally  permissible  steps as Landlord may
reasonably  request to permit  Landlord to collect the maximum  rents which from
time to time  during  the  continuance  of such rule,  regulation  or law may be
legally  permissible  and not in excess of the amounts  reserved  therefor under
this Lease. Upon the termination of such rule,  regulation or law, (a) the rents
hereunder  shall be  payable in the  amounts  reserved  herein  for the  periods
following such termination and (b) Tenant shall pay to Landlord,  to the maximum
extent  legally  permissible,  an amount equal to (i) the rents which would have
been paid pursuant to this Lease but for such rule, regulation or law, less (ii)
the rents paid by Tenant  during the period such rule,  regulation or law was in
effect.

         R4. Security.  Simultaneously  with the execution of this Lease, Tenant
shall  deposit  with  Landlord  the sum of $2,200.00 as security for the due and
faithful payment, as herein provided,  of the rent, additional rent, charges and
damages  payable by Tenant  under this lease or  pursuant to law and for the due
and faithful  keeping,  observance and  performance of all the other  covenants,
agreements, terms, provisions and conditions of this lease on the part of Tenant
to be kept,  observed  and  performed.  The security  will be deposited  into an
interest  bearing  account.  If at any time  Tenant  shall be in  default in the
payment of any such rent or in the keeping,  observance  or  performance  of any
such other covenant,  agreement,  term, provision or condition,  Landlord may at
its election  apply the  security so on deposit with  Landlord to the payment of
any such rent or to the payment of the costs incurred by Landlord in curing such
default, as the case may be. If as a

                                        2

<PAGE>

result of any such  application of all or any part of such security,  the amount
of cash so on deposit with Landlord  shall be less than $2,200.00 , Tenant shall
forthwith deposit with Landlord cash in an amount equal to the deficiency. If at
the  expiration  of the term of this lease Tenant shall not be in default in the
payment  of any such rent,  charge or damage or in the  keeping,  observance  or
performance of any such other covenant, agreement, term, provision or condition,
then Landlord shall, within a reasonable time after the expiration of said term,
return to Tenant said security, if any, (with interest earned thereon, less a 1%
administrative  fee) then on deposit  with  Landlord  pursuant to this  Article.
Tenant shall not be entitled to any interest on said security so on deposit with
Landlord,  or on any part  thereof,  and  Landlord  may  commingle  the security
deposit with its other assets. In the event of a transfer of Landlord's interest
in the building,  Landlord  shall have the right to transfer the security to the
transferee  and  Landlord  shall,  without  any  further  agreement  between the
parties,  thereupon be released by Tenant from all  liability  for the return of
such  security;  and Tenant  agrees to look to the new  landlord  solely for the
return of said security; and it is agreed that the provisions hereof shall apply
to every transfer or assignment  made of the security to a new landlord.  Tenant
further  covenants  that it will not assign or  encumber or attempt to assign or
encumber  said  security or any part thereof and that  neither  Landlord nor its
successors  or  assigns  shall be bound  by any  such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

     R5. Condition of Premises: Tenant's Work.

     A. Tenant  acknowledges  and agrees that no materials  whatsoever are to be
furnished by Landlord and no work  whatsoever  is to be performed by Landlord in
connection  with the demised  premises or any part thereof and Tenant  agrees to
accept the demised  premises in its "as is" condition as existing on the date of
this  lease.  Landlord  shall not be  required to perform any work or expend any
sums to prepare the demised premises for Tenant's use or occupancy.  Landlord in
no way  warrants  the  suitability  of the  demised  premises  for the  Tenant's
business  and  Tenant  acknowledges  that no  representations  have been made by
Landlord  pertaining thereto or with respect to any other matter or thing except
as  expressly  set forth in this lease.  Except as  expressly  set forth in this
lease,  Landlord shall have no obligation,  liability or  responsibility  of any
nature  with  respect  to any  installations  at any  time  made in the  demised
premises by or for Tenant or  existing  in the  demised  premises on the date of
this lease, including but not limited to, the plumbing, heating, electrical, air
conditioning and disposal  systems,  and Tenant agrees, in addition to its other
obligations  under  this  lease,  including  but not  limited  to  Article 4, to
maintain,  repair and/or replace, to the extent necessary, all of the foregoing.
Landlord's sole obligation shall be to perform structural repairs to the demised
premises, provided such repairs are not necessitated by the acts or omissions of
Tenant, in which event such repairs shall be made by Tenant.

     B.  Supplementing  Article  3 of the  preprinted  form  of this  lease,  if
Landlord  consents the  performance of any alterations or changes to the demised
premises it is hereby agreed,  in addition to the  requirements  of Article 3 of
the preprinted form of this lease that:

          (a) Tenant's Work shall be done (i) in a good and workmanlike  manner;
     (ii) solely in accordance with plans and  specifications  first approved in
     writing by Landlord;  (iii) at Tenant's sole cost and expense;  and (iv) at
     such times and in such manner as Landlord may from time to time  reasonably
     designate.  Tenant shall reimburse Landlord upon demand, for any reasonable
     costs and  expenses  incurred  by Landlord in  connection  with  Landlord's
     review of such plans and specifications.


                                        3

<PAGE>

          (b)  Tenant  will  advise  Landlord  in  writing  of the  names of any
     contractors or subcontractors  that Tenant proposes to use and shall obtain
     Landlord's  prior  written  consent  to same  prior  to  engaging  any such
     contractors or subcontractors.

          (c)  All  alterations  shall  be  performed  in  accordance  with  all
     applicable  requirements of law, including but not limited to those imposed
     by  the  New  York  City  Building  Department,  the  New  York  City  Fire
     Department, O.S.H.A. and as otherwise described in Article 6 of this lease.

          (d) Prior to  commencement  of Tenant's  Work,  Tenant  shall  furnish
     Landlord  with  certificates  evidencing  the  existence  of the  following
     insurance coverages, in form and content satisfactory to Landlord: workers'
     compensation  insurance  and  comprehensive  general  liability  insurance,
     including  but not  limited  to  completed  operations  coverage,  products
     liability  coverage,  contractual  coverage,  broad form  property  damage,
     independent  contractors  coverage and personal insurance coverage,  naming
     Landlord  as  an  additional  insured,  with  coverage  of  not  less  than
     $5,000,000 combined single limit.

          (e)  Movement  of all  men  and  material  shall  only  be done at the
     direction, the times and the manner reasonably designated by Landlord.

          (f) As a condition to the commencement of Tenant's Work,  Tenant shall
     deliver such performance,  payment and completion bonds,  shall comply with
     provisions of this Article R11 and shall comply with such other  conditions
     relating to Tenant's Work as shall be reasonably required by Landlord.

          (g) Except in compliance with all of the aforesaid,  Tenant shall make
     no  alterations,  installations,  additions  or  improvements  in or to the
     demised premises without Landlord's prior written consent in each instance.

     (C) Notice is hereby given that Landlord  shall not be liable for any labor
or  materials  furnished to or to be furnished to Tenant upon credit and that no
mechanic's  or other lien for any such  labor or  materials  shall  attach to or
affect  the  reversion  or other  interest  of  Landlord  in and to the  demised
premises or the  building , for work  claimed to have been done for or materials
claimed to have been  furnished to Tenant.  Any  mechanic's  or other lien filed
against the demised  premises and/or the building shall be discharged by Tenant,
at its expense  within  fifteen  days after such filing by payment,  filing of a
bond or otherwise.

     R6. Air Conditioning.

     The operation of any air conditioning  systems installed within the demised
premises  and any  replacements  thereof  shall be  maintained  and  repaired by
Tenant,  at  Tenant's  sole  cost  and  expense.  Upon the  expiration  or other
termination  of  this  Lease,  Tenant  shall  surrender  to  Landlord  said  air
conditioning systems and equipment used in connection  therewith  (including but
not  limited  to ducts  and  compressors).  Nothing  herein  contained  shall be
construed so as to require  Landlord to furnish any of the  aforesaid  equipment
nor to repair or replace same.

     R7. Utilities.

     A. Tenant shall arrange for and pay, when due, for all electricity utilized
in the demised  premises,  as indicated by electric meters measuring same, which
meters shall be  installed,  maintained  in good working order and repaired (and
replaced,  if  necessary),  by Tenant.  Tenant shall make all required  security
deposits and make all other payments directly to the utility

                                        4

<PAGE>

company furnishing such utility. The failure of Tenant to timely make payment of
any utility bill shall be a default under this lease.

     B.  No  diminution  or  abatement  of  rent or  additional  rent  or  other
compensation or claim of  constructive  eviction shall be claimed by Tenant as a
result  of  any   interruption,   suspension  or  curtailment  of  any  utility,
airconditioning units or any other service to the demised premises.

     R8. Cleaning and Refuse.

     A.  Supplementing  and modifying  Article 31 of the preprinted form of this
Lease,  cleaning and refuse  collection,  removal and disposal shall be arranged
and paid for by Tenant and are the sole  responsibility of Tenant.  Tenant shall
maintain  the  interior  and  exterior  of the  demised  premises in a clean and
orderly fashion and shall not permit the  accumulation of any refuse in or about
the demised premises. If Tenant shall fail to do any of the foregoing,  Landlord
shall have the right,  but not the obligation,  to cause the demised premises to
be cleaned and/or  rubbish to be collected,  removed and disposed of at the sole
cost and  expense  of  Tenant,  and the  amount  so  expended  shall  constitute
additional rent to be paid by Tenant to Landlord upon demand.

     B.  Tenant  shall not  suffer  or permit  the  presence  of any  flammable,
combustible or explosive materials in or about the demised premises.

     R9.  Landlord  Transfers.  If Landlord's  interest in the demised  premises
terminates for any reason,  the Landlord named herein shall be entirely relieved
of all obligations to Tenant hereunder and Tenant hereby agrees to attorn to any
succeeding  owner,  landlord,  mortgagee or other party in interest for the then
remaining  term of this lease and upon the terms and  conditions  of this lease.
The foregoing is to inure to the benefit of any such owner, landlord,  mortgagee
or other party in interest and is self operative upon request.  However,  Tenant
agrees to  execute  and  deliver,  within 5 days  after  request,  a  recordable
instrument  satisfactory  to the owner,  landlord,  mortgagee  or other party in
interest,  acknowledging such attornment and confirming the terms and conditions
of the tenancy hereby  created.  Nothing  contained in this Article is to impair
any right privilege or option of such owner, landlord or mortgagee.

         RlO. Indemnification. Tenant covenants and agrees to indemnify and save
harmless,  Landlord and any fee owner and any mortgagee and any lessor under any
ground  or  underlying  lease,  and their  respective  contractors,  agents  and
employees,  licensees  and  invitees,  from and  against  any and all  liability
(statutory or otherwise),  claims, suits, demands,  damages,  judgments,  costs,
interest  and  expenses  (including,  but  not  limited  to,  counsel  fees  and
disbursements  incurred in connection with any action or  proceeding),  to which
they may be  subject  or which they may suffer by reason of, or by reason of any
claim for, any injury to, or death of, any person or persons (including, without
limitation,   Landlord,  its  agents,  contractors,   employees,  licensees  and
invitees) or damage to property (including any loss of use thereof) or otherwise
arising  from or in  connection  with the  occupancy or use of or from any work,
installation or thing whatsoever done in, at or about the demised premises prior
to,  during,  or  subsequent  to,  the term of this  lease or  arising  from any
condition of the demised premises or resulting from any default by Tenant in the
performance of Tenant's  obligations  under this lease or from any act, omission
or  negligence  of  Tenant  or  any of  Tenant's  officers,  directors,  agents,
contractors, employees, subtenants, licensees or invitees.

                                       5


<PAGE>

     R11.  Exculpation.  Tenant  agrees  that  Tenant  will  look  solely to the
interest of  Landlord  or its  successor  in the land and the  building  for the
satisfaction of any judgment or other judicial process  requiring the payment of
money as a result of any negligence, intentional act, or breach of this lease by
Landlord or such  successor,  and no other assets of Landlord or such  successor
will be  subject  to levy,  execution  or other  enforcement  procedure  for the
satisfaction of Tenant's remedies in any of such events.

     R12. Insurance

     A. Tenant shall at all times during the term of this lease,  keep in force,
with responsible insurance companies licensed to do business in the State of New
York and acceptable to Landlord, a policy of comprehensive general liability and
property damage insurance in a single limit of not less than $1,000,000 covering
death or injury to any person(s) as well as property  damage.  Such policy will:
(a) include Landlord and such other parties as Landlord may designate as parties
insured;  (b) under no circumstances  be considered  anything other than primary
insurance;  (c)  include by  endorsement  as a part of the  policy an  agreement
insuring Tenant's indemnity and hold harmless obligations under Article R10; and
(d) provide  that it may not be  canceled  or changed  without at least 15 days,
prior  notice from the insurer to each party  insured  thereunder.  In addition,
Tenant,  at its  expense,  will  maintain  Workmen's  Compensation  insurance in
accordance  with law and  appropriate  insurance  covering  damage  to  Tenant's
Property.  Tenant will furnish  Landlord with either the original  policy or, at
Landlord's option, a certificate of each of the insurances so carried by Tenant.

     B. Tenant  understands  and agrees that  Landlord  will not be obligated to
carry  insurance  of any kind on any personal  property in the demised  premises
(regardless of whether such property shall be owned by Tenant and including, but
not limited to,  Tenant's goods,  supplies,  furnishings,  furniture,  fixtures,
equipment, improvements,  betterments,  installations or appurtenances).  Tenant
hereby  waives  any and all  right of  recovery  which it might  otherwise  have
against  Landlord,  any fee owner or mortgagee  and their  respective  officers,
directors,  agents,  contractors,  servants and  employees for loss or damage to
such property or any part thereof.

     C. Tenant  covenants,  warrants  and agrees that in the event the  casualty
and/or  liability  insurance rate for the building of which the demised premises
form a part shall  increase as a result of the use or  occupation of the demised
premises by Tenant  then,  and in such event,  Tenant  shall pay to Landlord the
whole increased cost of insurance premiums resulting from such increase in rate.
Such sums shall be due and payable upon the rendition of  Landlord's  billing or
notification  to Tenant and shall be deemed  additional  rent and collectible as
such. A letter or certificate  by the insurance  company or broker with whom the
insurance coverage is made will be conclusive evidence of the increase amount in
premium and rate.

     R13. Waiver of Subrogation.  Each of the parties hereto,  their successors,
assigns and  subtenants,  as the case may be, insofar as may be permitted by the
terms of the  insurance  policies  carried by it, does hereby  waive all claims,
causes of action and right of recovery against the other party, its contractors,
agents, employees, invitees or licensees for any loss or damage occurring to the
demised  premises or the  improvements,  furniture,  fixtures,  merchandise  and
personal property of every kind located in and about the demised premises or the
building  of which the same are a part,  resulting  from any  perils  covered by
insurance regardless of the cause or origin,  including the negligence of either
party, its

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<PAGE>

contractors,  agents,  employees,  invitees or  licensees to the extent that the
same is covered by any policy or policies of insurance,  including rental value,
interruption  of business  or similar  insurance.  If the  waiver,  as set forth
herein, of either Landlord or Tenant, their successors,  assigns and subtenants,
as the  case  may be,  shall  contravene  any law with  respect  to  exculpatory
agreements,  the  liability of the party in question  shall be deemed not waived
but shall be deemed secondary to the insurer or insurers, as the case may be. In
the event that the waiver  herein  granted shall cause the payment of additional
premium,  the party  benefiting  from such waiver shall,  upon 10 days,  written
notice of the same, pay such additional  premium or this paragraph shall be null
and void for so long as such party shall fail to pay such premium.

     Rl4.  Tenant  Property.  Landlord or its agents shall not be liable for any
damage to property of Tenant or of others  entrusted to Landlord's  agents,  nor
for the loss of or damage  to any  property  of  Tenant  by theft or  otherwise.
Landlord  or its agents  shall not be liable for any injury or damage to persons
or property  resulting  from any cause,  including  but not  limited  to,  fire,
explosion,  falling plaster,  steam,  gas,  electricity,  water, rain or snow or
water leaks or seepage any part of said roof.

     R15. Brokerage.

     A. Tenant  represents  and  warrants to Landlord  that  Paragraph B of this
Article  lists all brokers  with whom Tenant has dealt in  connection  with this
lease,  and Tenant agrees to indemnify,  defend and save Landlord  harmless from
and against any and all  liabilities,  costs and  expenses  (including,  without
limitation,  attorneys  fees and  disbursements)  arising from the claims of any
other brokers based upon alleged dealings with Tenant or anyone acting for or on
behalf of Tenant in connection with this lease.

     B. NONE

     Rl6.   Seeking   Consent  of   Landlord.   If  Tenant  or  (with   Tenant's
authorization),  any  subtenant  requests  Landlord's  consent  or  approval  to
alterations,  subletting  or any  other  matter  or thing  requiring  Landlord's
consent or approval  under this lease,  and if in  connection  with such request
Landlord seeks the advice of its attorneys and/or architects,  then Landlord, as
a condition  precedent  to granting  its  consent or  approval,  may require (in
addition to any other  requirements of Landlord in connection with such request)
that Tenant pay the fees of Landlord's attorneys and/or architects in connection
with the  consideration  of such request and/or the preparation of any documents
pertaining thereto.

     Rl7.  Consent of  Landlord.  Wherever in this lease  Landlord's  consent or
approval  is  required,  if  Landlord  shall  delay or refuse  such  consent  or
approval,  Tenant in no event shall be entitled to make,  nor shall Tenant make,
any claim,  and Tenant  hereby  waives any claim,  for money  damages (nor shall
Tenant claim any money damages by way of set-off, counterclaim or defense) based
upon any claim or assertion  by Tenant that  Landlord  unreasonably  withheld or
unreasonably  delayed its consent or approval.  Tenant's sole remedy shall be an
action or proceeding to enforce any such  provision,  for specific  performance,
injunction or declaratory judgment.

     R18.  Signage.  Tenant shall not place any signs,  lettering or decorations
in, on, behind or in front of the demised premises  including any windows of the
demised  premises,  without the Landlord's  prior written consent and only after
the submission to

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<PAGE>

and approval by Landlord of detailed plans and specifications.

     R19. No  Surrender.  No agreement to accept a surrender of this lease shall
be valid  unless in writing  signed by  Landlord.  No employee of Landlord or of
Landlord's  agents  shall  have any  power  to  accept  the keys of the  demised
premises  prior  to the  termination  of this  lease.  The  delivery  of keys to
Landlord or any employee of Landlord or of Landlord's agent shall not operate as
a termination of this lease or a surrender of the demised premises. In the event
of Tenant at any time desiring to have Landlord sublet the premises for Tenant's
account,  Landlord or Landlord's  agents are authorized to receive said keys for
such purpose without  releasing  Tenant from any of the  obligations  under this
lease.  The failure of Landlord to seek redress for  violation  of, or to insist
upon the strict  performance  of, any covenant or condition of this lease or any
rules and regulations  adopted by Landlord,  shall not prevent a subsequent act,
which would have originally  constituted a violation,  from having all the force
and  effect of an  original  violation.  The  receipt by  Landlord  of rent with
knowledge  of the breach of any  covenant  of this  lease  shall not be deemed a
waiver of such  breach.  No provision of this lease shall be deemed to have been
waived by  Landlord,  unless such waiver be in writing  signed by  Landlord.  No
payment by Tenant or receipt by  Landlord  of a lesser  amount  than the monthly
rent  herein  stipulated  shall be deemed to be other than on the account of the
earliest  stipulated  rent.  Any  endorsement  or  statement on any check or any
letter  accompanying  any check or payment  shall be without any force or effect
and shall be without  prejudice  to  Landlord's  right to recover the balance of
such rent or pursue any of Landlord's other remedies.

     R20.  Holdover.  Supplementing  Article 22 of the  preprinted  form of this
lease,  if  Tenant  fails  to  timely  surrender  the  demised  premises  at the
expiration or earlier termination of this lease, time being of the essence, such
holding over shall not  constitute a renewal or extension of this Lease.  Tenant
shall indemnify and hold Landlord harmless from and against all loss,  liability
and expense  including  reasonable  attorneys fees resulting from a delay on the
part of  Tenant in so  surrendering  the  demised  premises  including,  without
limitation, any claims made by any subsequent tenant. The parties recognize that
it would be impossible to accurately  measure or foresee the damage sustained by
landlord  upon  the  expiration  or  earlier  termination  of the  term  hereof.
Accordingly,  in addition to Landlord's other rights and remedies,  Tenant shall
pay to  Landlord  for each month and for each  portion of a month  during  which
Tenant holds over in the demised premises an amount equal to three (3) times the
last  monthly rent under this lease plus  liquidated  damages of $50.00 per day.
Nothing  contained herein shall be deemed to permit Tenant to retain  possession
of the demised  premises  after the  expiration or earlier  termination  of this
lease.

     R21.  Applicable  Law: No Offer.  New York State law governs the  validity,
performance and enforcement of this lease. The invalidity or unenforceability of
any  provision  of this lease  shall not  affect or impair any other  provision.
Submission  of this  document for  examination  does not  constitute an offer to
lease, or a reservation of or option for the demised premises, and this document
becomes effective only when mutually executed and delivered.

     R22.  Information:  Certificates.  Tenant  agrees  that  from time to time,
within  10  days  after  Landlord's   written  request,   Tenant  will  execute,
acknowledge  and deliver to Landlord a statement  certifying to such  reasonable
information  regarding  this lease as Landlord may request,  including  (without
limitation) the


                                        8


<PAGE>

commencement and expiration dates of the term of this lease,  that this lease is
unmodified  and in full force and  effect (or if there have been  modifications,
that it is in full force and effect as modified and stating the  modifications),
and the dates to which Rent and all other sums due  hereunder  from  Tenant have
been paid in advance, if any, and stating whether or not to the knowledge of the
signer of such certificate  Landlord is in default under this lease, and, if so,
specifying  each such default of which the signer has  knowledge.  Breach of the
foregoing will constitute Tenant's acknowledgment, which may be relied on by any
mortgagee or person  holding or proposing to acquire an interest in the building
or this lease,  that this lease is  unmodified  and in full force and effect and
will  constitute,  as to any such person, a waiver of any defaults on Landlord's
part which may exist prior to the date of such notice.  The  foregoing  does not
limit any other  rights and  remedies  available  to Landlord for breach of this
Article Rl5.

     R23.   Modifications.   If,  in  connection  with  obtaining  financing  or
refinancing for the building of which the demised  premises form a part, a bank,
insurance company or other lender shall request reasonable modifications to this
lease  as a  condition  to  such  financing  or  refinancing,  Tenant  will  not
unreasonably  withhold,  delay or defer its consent thereto,  provided that such
modifications  do not increase the obligations of Tenant hereunder  (except,  to
the  extent  that  Tenant may be  required  to give  notices  of any  default by
Landlord to such lender and/or permit the curing of such defaults by such lender
together  with the  granting of such  additional  time for such curing as may be
required for such lender to get  possession of the said  building) or materially
adversely  affect the leasehold  interest  hereby  created.  In no event shall a
requirement that the consent of any such lender be given for any modification of
this lease or for any assignment or sublease,  be deemed to materially adversely
affect the leasehold interest hereby created.

     R24.  Certain  Remedies.  If Tenant  shall  default  in the  observance  or
performance of any term or covenant on Tenant's part to be observed or performed
under any of the terms or provisions of this Lease, (a) Landlord may remedy such
default for the  account of Tenant,  immediately  and without  notice in case of
emergency, or in any other case if Tenant shall fail to remedy such default with
all reasonable  dispatch after Landlord shall have notified Tenant in writing of
such default and the applicable  grace period for curing such default shall have
expired;  and (b) if Landlord makes any  expenditures  or incurs any obligations
for the payment of money in  connection  with such default,  including,  but not
limited to, reasonable  attorneys fees in instituting,  prosecuting or defending
any action or proceeding,  such sums paid or obligations incurred, with interest
at the maximum rate  permitted  by law,  shall be deemed to be  additional  rent
hereunder  and shall be paid by Tenant to Landlord  upon  rendition of a bill to
Tenant therefor. The provisions of this Article R24 shall survive the expiration
or other termination of this lease.

     R25. Use. A. Subject to the  restrictions  contained in the  Certificate of
Occupancy for the demised premises in any way which would violate any provisions
of the Certificate of Occupancy or in any unlawful manner,  Tenant shall use and
occupy the demised  premises for only the purpose and for no other  purpose than
as set forth in Article 2 of this Lease.  Landlord makes no representation  that
the  Certificate of Occupancy for the building or the demised  premises  permits
the use permitted hereunder.

     B. Tenant acknowledges that the building of which the demised premises form
a part is a mixed use structure for

                                        9

<PAGE>

residential  and  commercial  use.  Tenant  shall take such  steps,  follow such
procedures and install such soundproofing  systems and material as shall prevent
noise  from  emanating  from the  demised  premises  to (i)  other  areas in the
building; and (ii) to the street outside of the demised premises.

     R26. Financial  Statements.  Tenant shall,  without charge, at any time and
from time to time deliver to Landlord, within ten (10) days of request therefor,
copies  of the most  current  financial  statements  of  Tenant  of this  lease,
prepared  by an  independent  certified  public  accountant,  and  such  further
detailed  financial  information  with  respect  to Tenant and as  Landlord  may
reasonably request.

     R27.  Disputes  Among  Tenants.  In the event of any claim by Tenant to the
effect that another tenant in any way infringes upon or violates any of Tenant's
rights under this lease,  Tenant's sole remedy shall be to commence legal action
against such other  tenant and Landlord  shall in no way or event be required to
institute any legal proceedings,  take any other steps or otherwise  participate
in any action or dispute or against the other tenant.

     R28.  Permits and  Licenses.  Tenant  shall,  at its sole cost and expense,
prior to the opening for business  with the public,  obtain any and all permits,
licenses, approvals and/or certificates of occupancy for the lawful operation of
its business,  and shall comply with all applicable laws,  regulations and codes
and all rules and  regulations  of each and every  department,  bureau,  body or
agency, or any governmental or quasi-governmental  authority having jurisdiction
over the operation,  occupancy,  maintenance and use of the demised premises. If
Tenant  fails,  for any reason  whatsoever,  to obtain all  licenses,  approvals
and/or  certificates  of  occupancy,  or permits  necessary for the operation of
Tenant's business, such failure shall not affect Tenant's obligations under this
Lease.

     R29. Miscellaneous.

     A. This Lease shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Lease to be drafted.

     B. Except as otherwise  expressly  provided in this Lease,  each  covenant,
agreement,  obligation  or other  provision of this Lease on Tenant's or Owner's
part to be performed shall be deemed and construed as a separate and independent
covenant of such party, not dependent on any other provision of this Lease.

     C. All terms and words  used in this  Lease,  regardless  of the  number or
gender in which they are used,  shall be deemed to include any other  number and
any other gender as the context may require.

     D. No remedy or election  hereunder  shall be deemed  exclusive  but shall,
whenever possible, be cumulative with all other remedies at law or in equity.

     E. If any term,  covenant,  condition  or  provision  of this  Lease or the
application thereof to any circumstance or any person, firm or corporation shall
be invalid or  unenforceable  to any extent,  the  remaining  terms,  covenants,
conditions and  provisions of this Lease shall not be affected  thereby and each
remaining term,  covenant,  condition and provision of this Lease shall be valid
and shall be enforceable to the fullest extent

                                       10

<PAGE>

permitted by law.

     F. The  captions  are  inserted  only as a matter  of  convenience  and for
reference,  and in no way define,  limit or describe the scope of this Lease nor
the intent of any provision hereof.


R30. Tenants pay brokers Fee's.


                                                 [ILLEGIBLE]
                                                 -------------------------------
                                                 LANDLORD



                                                 /s/ Philip Luizzo
                                                 -------------------------------
                                                 TENANT



                                       11

<PAGE>

                    ----------------------------------------
                           STANDARD FORM OF LOFT LEASE
                     The Real Estate Board of New York, Inc.
                    ----------------------------------------

Agreement of Lease, made as of this day of 1997, between

     6 GREENE STREET ASSOCIATES, LLC, 329 Canal Street, New York, NY 10013

party of the first part, hereinafter referred to as OWNER, and

     ACCUFACTS SCREENING INC., 1870 86th Street, Brooklyn, NY 11214

          party of the second part, hereinafter referred to as TENANT,

Witnesseth:   Owner hereby leases to Tenant and Tenant hereby hires from Owner

                             First Floor, Front Loft

in the building known as 329-331 Canal Street,  a/k/a 6 Greene Street, New York,
NY

in the  Borough of  Manhattan,  City of New York,  for the term of three (3) (or
until  such term  shall  sooner  cease and expire as  hereinafter  provided)  to
commence on the 1 day of April nineteen  hundred and ninety seven, and to end on
the 31 day of March, two thousand and both dates inclusive,  at an annual rental
rate of twenty six thousand four hundred  ($26,400.00)  dollars  ($2,200.00  per
month)

which Tenant  agrees to pay in lawful money of the United  States which shall be
legal tender in payment of all debts and dues,  public and private,  at the time
of payment,  in equal monthly  installments  in advance on the first day of each
month during said term,  at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly  installment on the execution hereof (unless this lease be
a renewal).

     In the  event  that,  at the  commencement  of the term of this  lease,  or
thereafter,  Tenant shall be in default in the payment of rent to Owner pursuant
to the  terms of  another  lease  with  Owner  or with  Owner's  predecessor  in
interest,  Owner may at  Owner's  option  and  without  notice to Tenant add the
amount of such arrears to any monthly  installment of rent payable hereunder and
the same shall be payable to owner as additional rent.

     The parties hereto, for themselves,  their heirs, distributees,  executors,
administrators,  legal representatives,  successors and assigns, hereby covenant
as follows:

Rent:       1. Tenant shall pay the rent as above and has hereinafter provided.
Occupancy:  2. Tenant shall use and occupy demised premises for general office
               use (See Rider) and no other purpose

provided such use is in  accordance  with the  certificate  of occupancy for the
building, if any, and for no other purpose.

Alterations:

     3. Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written  consent.  Subject to the prior written consent of
Owner, and to the provisions of this article,  Tenant, at Tenant's expense,  may
make   alterations,   installations,   additions  or   improvements   which  are
nonstructural  and  which  do  not  affect  utility  services  or  plumbing  and
electrical  lines,  in  or  to  the  interior  of  the  demised  premises  using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
at its expense,  before  making any  alterations,  additions,  installations  or
improvements  obtain all  permits,  approval  and  certificates  required by any
governmental or quasi-governmental  bodies and (upon completion) certificates of
final  approval  thereof  and  shall  deliver  promptly  duplicates  of all such
permits,  approvals and  certificates to Owner.  Tenant agrees to carry and will
cause  Tenant's   contractors  and   sub-contractors  to  carry  such  workman's
compensation, general liability, personal and property damage insurance as Owner
may require.  If any mechanic's lien is filed against the demised  premises,  or
the building of which the same forms a part,  for work claimed to have been done
for, or materials  furnished  to,  Tenant,  whether or not done pursuant to this
article,  the same shall be discharged by Tenant within thirty days  thereafter,
at Tenant's expense, by payment or filing the bond required by law or otherwise.
All  fixtures and all  paneling,  partitions,  railings and like  installations,
installed in the premises at any time,  either by Tenant or by Owner on Tenant's
behalf, shall, upon installation,  become the property of Owner and shall remain
upon and be surrendered  with the demised  premises  unless Owner,  by notice to
Tenant no later than twenty days prior to the date fixed as the  termination  of
this lease,  elects to relinquish Owner's right thereto and to have them removed
by Tenant, in which event the same shall be removed from the demised premises by
Tenant prior to the  expiration of the lease,  at Tenant's  expense.  Nothing in
this Article  shall be  construed to give Owner title to or to prevent  Tenant's
removal of trade  fixtures,  moveable office  furniture and equipment,  but upon
removal of any such from the premises or upon removal of other  installations as
may be required by Owner,  Tenant shall  immediately and at its expense,  repair
and restore the premises to the condition  existing  prior to  installation  and
repair any damage to the demised  premises or the building due to such  removal.
All  property  permitted  or  required to be removed by Tenant at the end of the
term remaining in the premises after Tenant's  removal shall be deemed abandoned
and may,  at the  election of Owner,  either be retained as Owner's  property or
removed from the premises by Owner, at Tenant's expense.

Repairs:

     4. Owner shall maintain and repair the exterior of and the public  portions
of the building. Tenant shall, throughout the term of this lease, take good care
of the demised premises including the bathrooms and lavatory  facilities (if the
demised premises encompass the entire floor of the building) and the windows and
window frames and, the fixtures and  appurtenances  therein and at Tenant's sole
cost and expense  promptly make all repairs thereto and to the building.  Tenant
shall also repair all damage to the building and the demised  premises caused by
the moving of Tenant's  fixtures,  furniture  or  equipment.  All the  aforesaid
repairs shall be of quality or class equal to the original work or construction.
If Tenant  fails,  after ten days notice,  to proceed with due diligence to make
repairs required to be made by Tenant,  the same may be made by the Owner at the
expense  of  Tenant,  and the  expenses  thereof  incurred  by  Owner  shall  be
collectible,  as  additional  rent,  after  rendition  of a  bill  or  statement
therefor.  If the demised  premises be or become  infested  with vermin,  Tenant
shall,  at its  expense,  cause the same to be  exterminated.  Tenant shall give
Owner prompt notice of any defective  condition in any plumbing,  heating system
or electrical  lines located in the demised  premises and following such notice,
Owner  shall  remedy the  condition  with due  diligence,  but at the expense of
Tenant, if repairs are necessitated by damage or injury  attributable to Tenant,
Tenant's servants, agents, employees, invitees or licensees as aforesaid. Except
as specifically provided in Article 9 or elsewhere in this lease, there shall be
no allowance to the Tenant for a diminution  of rental value and no liability on
the part of Owner by reason of  inconvenience,  annoyance  or injury to business
arising  from Owner,  Tenants or others  making or failing to make any  repairs,
alterations,  additions or  improvements in or to any portion of the building or
the  demised  premises or in and to the  fixtures,  appurtenances  or  equipment
thereof.  It is specifically agreed that Tenant shall not be entitled to any set
off or  reduction  of rent by reason of any  failure of Owner to comply with the
covenants  of this or any  other  article  of this  lease.  Tenant  agrees  that
Tenant's  sole remedy at law in such  instance  will be by way of any action for
damages for breach of contract. The provisions of this Article 4 with respect to
the making of repairs shall not apply in the case of fire or other casualty with
regard to which Article 9 hereof shall apply.

Window Cleaning:

     5. Tenant will not clean nor require, permit, suffer or allow any window in
the demised  premises to be cleaned from the outside in violation of Section 202
of the New York State Labor Law or any other  applicable  law or of the Rules of
the Board of  Standards  and  Appeals,  or of any other  Board or body having or
asserting jurisdiction.

Requirements of Law, Fire Insurance:

     6.  Prior to the  commencement  of the  lease  term,  if  Tenant is then in
possession,  and at all times thereafter Tenant shall, at Tenant's sole cost and
expense,   promptly  comply  with  all  present  and  future  laws,  orders  and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer  pursuant to law,
and  all  orders,   rules  and  regulations  of  the  New  York  Board  of  Fire
Underwriters,  or the Insurance Services Office, or any similar body which shall
impose any  violation,  order or duty upon Owner or Tenant  with  respect to the
demised  premises,  whether or not arising out of Tenant's  use or manner of use
thereof,  or, with  respect to the  building,  if arising out of Tenant's use or
manner  of use of the  demised  premises  of the  building  (including  the  use
permitted  under the lease).  Except as  provided in Article 30 hereof,  nothing
herein shall require Tenant to make  structural  repairs or  alterations  unless
Tenant has, by its manner of use of the demised  premises or method of operation
therein,  violated any such laws,  ordinances,  orders,  rules,  regulations  or
requirements with respect thereto. Tenant shall no do or


<PAGE>

permit  any act or  thing  to be done in or to the  demised  premises  which  is
contrary  to law,  or  which  will  invalidate  or be in  conflict  with  public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner.  Tenant shall not keep anything in the demised premises except
as  now  or  hereafter   permitted  by  the  Fire  Department,   Board  of  Fire
Underwriters,  Fire Insurance  Rating  Organization  and other authority  having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire  insurance  applicable to the  building,  nor use the
premises in a manner which will increase the insurance  rate for the building or
any property  located  therein over that in effect prior to the  commencement of
Tenant's  occupancy.  If by reason of failure to comply with the  foregoing  the
fire  insurance  rate  shall,  at the  beginning  of this  lease  or at any time
thereafter,  be higher than it otherwise  would be, then Tenant shall  reimburse
Owner,  as additional  rent  hereunder,  for that portion of all fire  insurance
premiums  thereafter paid by Owner which shall have been charged because of such
failure by  Tenant.  In any action or  proceeding  wherein  Owner and Tenant are
parties,  a schedule or "make-up"  or rate for the building or demised  premises
issued by a body making fire insurance  rates  applicable to said premises shall
be conclusive  evidence of the facts therein stated and of the several items and
charges in the fire insurance  rates then  applicable to said  premises.  Tenant
shall  not place a load upon any floor of the  demised  premises  exceeding  the
floor load per  square  foot area  which it was  designed  to carry and which is
allowed by law. Owner reserves the right to prescribe the weight and position of
all safes, business machines and mechanical equipment.  Such installations shall
be placed and maintained by Tenant, at Tenant's expense, in settings sufficient,
in Owner's judgement, to absorb and prevent vibration, noise and annoyance.

Subordination:

     7. This lease is subject and subordinate to all ground or underlying leases
and to all mortgages  which may now or hereafter  affect such leases or the real
property  of  which   demised   premises  are  a  part  and  to  all   renewals,
modifications,   consolidations,   replacements   and  extensions  of  any  such
underlying  leases and  mortgages.  This clause shall be  self-operative  and no
further  instrument  or  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute  promptly any certificate  that Owner may
request.

Tenant's Liability Insurance Property Loss, Damage, Indemnity:

     8. Owner or its agents  shall not be liable for any damage to  property  of
Tenant or of others  entrusted to employees of the building,  nor for loss of or
damage to any  property of Tenant by theft or  otherwise,  nor for any injury or
damage to persons or property  resulting  from any cause of  whatsoever  nature,
unless  caused by or due to the  negligence  of Owner,  ifs agents,  servants or
employees;  Owner or its agents  shall not be liable  for any  damage  caused by
other tenants or persons in, upon or about said building or caused by operations
in  connection  of any private,  public or quasi public work. If at any time any
windows of the demised premises are temporarily  closed,  darkened or bricked up
(or  permanently  closed,  darkened  or bricked  up, if required by law) for any
reason  whatsoever  including,  but not limited to Owner's own acts, Owner shall
not be liable for any damage Tenant may sustain  thereby and Tenant shall not be
entitled to any  compensation  therefor nor  abatement or diminution of rent nor
shall the same release Tenant from its  obligations  hereunder nor constitute an
eviction.  Tenant shall  indemnify and save harmless  Owner against and from all
liabilities,  obligations,  damages,  penalties,  claims, costs and expenses for
which  Owner  shall  not  be  reimbursed  by  insurance,   including  reasonable
attorney's fees, paid, suffered or incurred as a result of any breach by Tenant,
Tenant's agents, contractors, employees, invitees, or licensees, of any covenant
or condition of this lease, or the carelessness,  negligence or improper conduct
of the Tenant, Tenant's agents, contractors,  employees,  invitees or licensees.
Tenant's  liability  under this lease  extends to the acts and  omissions of any
sub-tenant  and any agent,  contractor,  employee,  invitee or  licensee  of any
sub-tenant. In case any action or proceeding is brought against Owner by reasons
of any such claim,  Tenant,  upon written  notice from Owner,  will, at Tenant's
expense, resist or defend such action or proceeding by counsel approved by Owner
in writing, such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

     9. (a) If the demised premises or any part thereof shall be damaged by fire
or other casualty,  Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as  hereinafter  set forth.
(b) If the demised premises are partially damaged or rendered partially unusable
by fire or other  casualty,  the damages thereto shall be repaired by and at the
expense of Owner and the rent and other  items of  additional  rent,  until such
repair  shall be  substantially  completed,  shall be  apportioned  from the day
following  the casualty  according to the part of the premises  which is usable.
(c) If the demised  premises are totally  damaged or rendered wholly unusable by
fire or other  casualty,  then the rent and other  items of  additional  rent as
hereinafter  expressly provided shall be proportionately  paid up to the time of
the casualty and thenceforth  shall cease until the date when the premises shall
have been repaired and restored by Owner (or sooner reoccupied in part by Tenant
then rent shall be apportioned as provided in subsection (b) above),  subject to
Owner's right to elect not to restore the same as hereinafter  provided.  (d) If
the demised premises are rendered wholly unusable or (whether or not the demised
premises  are damaged in whole or in part) if the  building  shall be so damaged
that Owner shall  decide to demolish it or to rebuild it,  then,  in any of such
events,  Owner may elect to  terminate  this lease by written  notice to Tenant,
given within 90 days after such fire or casualty, or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, specifying a
date for the expiration of the lease,  which date shall not be more than 60 days
after the giving of such notice,  and upon the date specified in such notice the
term of this lease shall expire as fully and completely as if such date were the
date set  forth  above  for the  termination  of this  lease  and  Tenant  shall
forthwith quit,  surrender and vacate the premises without prejudice however, to
Owner's rights and remedies  against Tenant under the lease provisions in effect
prior to such termination,  and any rent owing shall be paid up to such date and
any payments of rent

----------
[GRAPHIC OMITTED] Rider to be added if necessary.

made by Tenant which were on account of any period subsequent to such date shall
be returned to Tenant. Unless Owner shall serve a termination notice as provided
for herein,  Owner shall make the repairs and restorations  under the conditions
of (b) and (c) hereof, with all reasonable expedition,  subject to delays due to
adjustment  of  insurance  claims,  labor  troubles  and causes  beyond  Owner's
control.   After  any  such  casualty,   Tenant  shall  cooperate  with  Owner's
restoration  by removing from the premises as promptly as  reasonably  possible,
all of Tenant's  salvageable  inventory and movable  equipment,  furniture,  and
other  property.  Tenant's  liability  for rent shall resume five (5) days after
written notice from Owner that the premises are substantially ready for Tenant's
occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability
that  may  exist  as  a  result  of   damage   from  fire  or  other   casualty.
Notwithstanding  the foregoing,  including  Owner's  obligation to restore under
subparagraph  (b) above,  each party  shall look first to any  insurance  in its
favor before  making any claim  against the other party for recovery for loss or
damage  resulting  from  fire or other  casualty,  and to the  extent  that such
insurance is in force and collectible and to the extent  permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery with respect to
subparagraphs  (b),  (d) and (e) above,  against  the other or any one  claiming
through or under each of them by way of  subrogation  or otherwise.  The release
and waiver  herein  referred to shall be deemed to include any loss or damage to
the demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein. The foregoing release and waiver shall be
in force only if both releasors'  insurance  policies contain a clause providing
that such a release or waiver shall not invalidate the insurance. If, and to the
extent,  that such  waiver can be  obtained  only by the  payment of  additional
premiums,  then the party  benefiting  from the  waiver  shall pay such  premium
within ten days after written  demand or shall be deemed to have agreed that the
party obtaining insurance coverage shall be free of any further obligation under
the provisions hereof with respect to waiver of subrogation. Tenant acknowledges
that Owner will not carry insurance on Tenant's  furniture and/or furnishings or
any fixtures or equipment,  improvements,  or appurtenances  removable by Tenant
and  agrees  that Owner will not be  obligated  to repair any damage  thereto or
replace the same.  (f) Tenant hereby waives the provisions of Section 227 of the
Real  Property Law and agrees that the  provisions  of this article shall govern
and control in lieu thereof.

Eminent Domain:

     10. If the whole or any part of the demised  premises  shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose,  then
and in that event,  the term of this lease shall  cease and  terminate  from the
date of title vesting in such  proceeding and Tenant shall have no claim for the
value of any unexpired  term of said lease.  Tenant shall have the right to make
an  independent  claim to the  condemning  authority  for the value of  Tenant's
moving expenses and personal  property,  trade fixtures and equipment,  provided
Tenant is entitled  pursuant to the terms of the lease to remove such  property,
trade  fixtures and  equipment at the end of the term and provided  further such
claim does not reduce Owner's award.

Assignment, Mortgage, Etc.:

     11. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representatives, successors and assigns, expressly covenants that it shall
not assign,  mortgage or encumber this  agreement,  nor  underlet,  or suffer or
permit the demised  premises or any part  thereof to be used by others,  without
the prior written consent of Owner in each instance. Transfer of the majority of
the  stock of a  corporate  Tenant or the  majority  partnership  interest  of a
partnership Tenant shall be deemed an assignment.  If this lease be assigned, or
if the demised  premises or any part  thereof be underlet or occupied by anybody
other than Tenant,  Owner may,  after  default by Tenant,  collect rent from the
assignee,  under-tenant or occupant,  and apply the net amount  collected to the
rent  herein  reserved,  but no  such  assignment,  underletting,  occupancy  or
collection  shall be deemed a waiver of this covenant,  or the acceptance of the
assignee,  under-tenant  or occupant as tenant,  or a release of Tenant from the
further  performance  by  Tenant  of  covenants  on the  part of  Tenant  herein
contained.  The consent by Owner to an assignment or  underletting  shall not in
any wise be construed to relieve  Tenant from  obtaining the express  consent in
writing of Owner to any further assignment or underletting.

Electric Current: [GRAPHIC OMITTED]

     12. Rates and conditions in respect to submetering  or rent  inclusion,  as
the case may be, to be added in RIDER  attached  hereto.  Tenant  covenants  and
agrees  that at all times its use of  electric  current  shall  not  exceed  the
capacity  of  existing  feeders  to the  building  or  other  risers  or  wiring
installation  and Tenant may not use any electrical  equipment which, in Owner's
opinion,  reasonably  exercised,  will overload such  installations or interfere
with the use hereof by other tenants of the building.  The change at any time of
the  character  of  electric  service  shall in no wise  make  Owner  liable  or
responsible  to Tenant,  for any loss,  damages  or  expenses  which  Tenant may
sustain.

Access to Premises:

     13.  Owner or  Owner's  agents  shall  have the  right  (but  shall  not be
obligated) to enter the demised  premises in any emergency at any time,  and, at
other  reasonable  times,  to  examine  the  same  and  to  make  such  repairs,
replacements  and  improvements  as Owner  may  deem  necessary  and  reasonably
desirable  to any portion of the building or which Owner may elect to perform in
the premises  after  Tenant's  failure to make repairs or perform any work which
Tenant is obligated to perform under this lease, or for the purpose of complying
with laws, regulations and other directions of governmental authorities.  Tenant
shall permit  Owner to use and  maintain  and replace  pipes and conduits in and
through  the  demised  premise  and to erect  new  pipes  and  conduits  therein
provided, wherever possible, they are within walls or otherwise concealed. Owner
may, during the progress of any work in the demised premises, take all necessary
materials and  equipment  into said premises  without the same  constituting  an
eviction  nor shall the Tenant be entitled to any  abatement  of rent while such
work is in  progress  nor to any  damages by reason of loss or  interruption  of
business or otherwise.  Throughout the term hereof Owner shall have the right to
enter the demised  premises at  reasonable  hours for the purpose of showing the
same to  prospective  purchasers or  mortgagees of the building,  and during the
last six months of the term for the purpose of showing  the same to  prospective
tenants and may, during said six months period, place upon

<PAGE>



the demised  premises  the usual  notices "To Let" and "For Sale" which  notices
Tenant  shall permit to remain  thereon  without  molestation.  If Tenant is not
present to open and permit an entry into the demised premises,  Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly  and provided  reasonable  care is exercised to safeguard
Tenant's  property,  such  entry  shall not render  Owner or its  agents  liable
therefor,  nor in any  event  shall  the  obligations  of  Tenant  hereunder  be
affected.  If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property  therefrom.  Owner may immediately enter,
alter,  renovate  or  redecorate  the demised  premises  without  limitation  or
abatement of rent,  or incurring  liability to Tenant for any  compensation  and
such act shall have no effect on this lease or Tenant's obligations thereunder.

Vault,  Vault Space,  Area:

     14. No Vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder  anything contained
in or  indicated  on any  sketch,  blue  print or plan,  or  anything  contained
elsewhere  in  this  lease  to the  contrary  notwithstanding.  Owner  makes  no
representation  as to the location of the  property  line of the  building.  All
vaults and vault  space and all such areas not within the  property  line of the
building,  which  Tenant may be permitted  to use and/or  occupy,  is to be used
and/or occupied under a revocable  license,  and if any such license be revoked,
or if the amount of such space or area be diminished or required by any federal,
state or municipal  authority or public  utility,  Owner shall not be subject to
any liability nor shall Tenant be entitled to any  compensation or diminution or
abatement of rent,  nor shall such  revocation,  diminution  or  requisition  be
deemed  constructive  or actual  eviction.  Any tax,  fee or charge of municipal
authorities  for such vault or area shall be paid by Tenant,  if used by Tenant,
whether or not specifically leased hereunder.

Occupancy:

     15.  Tenant  will not at any time use or occupy  the  demised  premises  in
violation of the  certificate of occupancy  issued for the building of which the
demised premises are a part.  Tenant has inspected the premises and accepts them
as is,  subject to the riders  annexed  hereto with respect to Owner's  work, if
any. In any event,  Owner makes no  representation  as to the  condition  of the
premises and Tenant agrees to accept the same subject to violations,  whether or
not of record.  If any governmental  license or permit shall be required for the
proper and lawful conduct of Tenant's business,  Tenant shall be responsible for
and shall procure and maintain such license or permit.

Bankruptcy:

     16. (a) Anything  elsewhere in this lease to the contrary  notwithstanding,
this lease may be  cancelled  by Owner by sending of a written  notice to Tenant
within a reasonable time after the happening of any one or more of the following
events:  (1) the  commencement  of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor;  or (2) the making by Tenant of an assignment
or any other  arrangement  for the benefit of creditors under any state statute.
Neither Tenant or any person claiming  through or under Tenant,  or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises  demised but shall  forthwith quit and surrender the premises.  If this
lease shall be assigned in  accordance  with its terms,  the  provisions of this
Article 16 shall be applicable only to the party then owning  Tenant's  interest
in this lease.

     (b) It is  stipulated  and agreed that in the event of the  termination  of
this lease pursuant to (a) hereof,  Owner shall forthwith,  notwithstanding  any
other  provisions  of this lease to the  contrary,  be entitled to recover  from
Tenant as and for liquidated  damages an amount equal to the difference  between
the rental reserved  hereunder for the unexpired portion of the term demised and
the fair  and  reasonable  rental  value of the  demised  premises  for the same
period.  In  the  computation  of  such  damages  the  difference   between  any
installment of rent becoming due hereunder after the date of termination and the
fair and  reasonable  rental  value of the demised  premises  for the period for
which  such  installment  was  payable  shall  be  discounted  to  the  date  of
termination at the rate of four percent (4%) per annum.  If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease,  or any
part thereof,  before  presentation of proof of such  liquidated  damages to any
court,  commission or tribunal,  the amount of rent reserved upon such reletting
shall be deemed to be the fair and  reasonable  rental value for the part or the
whole of the  premises  so re-let  during  the term of the  re-letting.  Nothing
herein  contained  shall limit or prejudice  the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination,  an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which,  such damages are to be proved,  whether
or not such  amount  be  greater,  equal  to,  or less  than the  amount  of the
difference referred to above.

Default:

     17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the covenants  for the payment of rent or additional  rent; or if the
demised  premises becomes vacant or deserted "or if this lease be rejected under
Section 235 of Title 11 of the U.S. Code (bankruptcy code);" or if any execution
or  attachment  shall be  issued  against  Tenant  or any of  Tenant's  property
whereupon the demised  premises shall be taken or occupied by someone other than
Tenant,  or if Tenant shall make default with respect to any other lease between
Owner and Tenant;  or if Tenant shall have  failed,  after five (5) days written
notice to redeposit with Owner any portion of the security  deposited  hereunder
which Owner has applied to the payment of any rent and additional  rents due and
payable  hereunder  or failed to move into or take  possession  of the  premises
within thirty (30) days after the  commencement  of term of this lease, of which
fact Owner shall be the sole judge; then in any one or more of such events, upon
Owner  serving a written  fifteen  (15) days notice upon Tenant  specifying  the
nature of said default and upon the  expiration  of said  fifteen (15) days,  if
Tenant shall have failed to comply with or remedy such  default,  or if the said
default or omission  complained  of shall be of a nature that the same cannot be
completely cured or remedied within said fifteen (15) day period,  and if Tenant
shall not have diligently commenced during such default within such fifteen (15)
days period,  and shall not  thereafter  with  reasonable  diligence and in good
faith,  proceed to remedy or cure such  default,  then Owner may serve a written
five (5) days' notice of  cancellation  of this lease upon Tenant,  and upon the
expiration  of said five (5) days this lease and the term  thereunder  shall end
and expire as fully and  completely  as if the  expiration  of such five (5) day
period were the day herein  definitely  fixed for the end and expiration of this
lease and the term thereof and Tenant shall then quit and  surrender the demised
premises to Owner but Tenant shall remain liable as hereinafter provided.

     (2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as aforesaid; or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional rent herein mentioned or
any part of either or in making any other payment herein required; then and in
any of such events Owner may without notice, re-enter the demised premises
either by force or otherwise, and dispossess Tenant by summary proceedings or
otherwise, and the legal representative of Tenant or other occupant of demised
premises and remove their effects and hold the premises as if this lease had not
been made, and Tenant hereby waives the service of notice of intention to
re-enter or to institute legal proceedings to that end. If Tenant shall make
default hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and terminate such renewal or
extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:

     18. In case of any such default, re-entry,  expiration and/or dispossess by
summary  proceedings or other wise, (a) the rent,  and  additional  rent,  shall
become due  thereupon  and be paid up to the time of such  re-entry,  dispossess
and/or  expiration,  (b)  Owner may  re-let  the  premises  or any part or parts
thereof,  either in the name of Owner or otherwise,  for a term or terms,  which
may at Owner's  option be less than or exceed the period  which would  otherwise
have constituted the balance of the term of this lease and may grant concessions
or free rent or charge a higher  rental than that in this  lease,  (c) Tenant or
the legal  representative  of Tenant shall also pay Owner as liquidated  damages
for the failure of Tenant to observe and perform said Tenant's  covenants herein
contained,  any deficiency between the rent hereby reserved and or covenanted to
be paid and the net  amount,  if any, of the rents  collected  on account of the
subsequent  lease or leases of the demised premises for each month of the period
which would  otherwise have  constituted  the balance of the term of this lease.
The failure of Owner to re-let the premises or any part or parts  thereof  shall
not  release  or affect  Tenant's  liability  for  damages.  In  computing  such
liquidated  damages there shall be added to the said deficiency such expenses as
Owner  may  incur  in  connection  with  re-letting,  such  as  legal  expenses,
reasonable attorneys' fees,  brokerage,  advertising and for keeping the demised
premises  in good  order or for  preparing  the same  for  re-letting.  Any such
liquidated  damages shall be paid in monthly  installments by Tenant on the rent
day  specified  in this lease and any suit  brought to collect the amount of the
deficiency  for any month shall not  prejudice in any way the rights of Owner to
collect the deficiency for any subsequent month by a similar proceeding.  Owner,
in  putting  the  demised  premises  in good  order  or  preparing  the same for
re-rental may, at Owner's option, make such alterations,  repairs, replacements,
and/or  decorations  in the demised  premises as Owner in Owner's sole judgment,
considers  advisable and  necessary  for the purpose of  re-letting  the demised
premises,  and the making of such  alterations,  repairs,  replacements,  and/or
decorations  shall not operate or be construed to release  Tenant from liability
hereunder as aforesaid.  Owner shall in no event be liable in any way whatsoever
for  failure to re-let the  demised  premises,  or in the event that the demised
premises  are  re-let,  for  failure  to  collect  the rent  thereof  under such
re-letting,  and in no event shall Tenant be entitled to receive any excess,  if
any,  of such net  rents  collected  over the sums  payable  by  Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy  allowed at law or in equity as if re-entry,  summary
proceedings  and other  remedies were not herein  provided for.  Mention in this
lease of any particular remedy,  shall not preclude Owner from any other remedy,
in law or in  equity.  Tenant  hereby  expressly  waives  any and all  rights of
redemption granted by or under any present or future laws.

Fees and Expenses:

     19. If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, after notice if
required and upon expiration of any applicable grace period if any, (except in
an emergency), then, unless otherwise provided elsewhere in this lease, Owner
may immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder. If Owner, in connection with the foregoing or
in connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the payment of money,
including but not limited to reasonable attorney's fees, in instituting,
prosecuting or defending any action or proceedings, and prevails in any such
action or proceeding, then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's default shall be deemed to be additional rent hereunder and
shall be paid by Tenant to Owner within ten (10) days of rendition of any bill
or statement to Tenant therefor. If Tenant's lease term shall have expired at
the time of making of such expenditures or incurring of such obligations, such
sums shall be recoverable by Owner as damages.

Building Alterations and Management:

     20. Owner shall have the right at any time without the same constituting an
eviction  and without  incurring  liability  to tenant  therefore  to change the
arrangement and or location of public entrances,  passageways,  doors, doorways,
corridors,  elevators, stairs, toilets or other public parts of the building and
to change the name,  number or  designation  by which the building may be known.
There shall be no  allowance  to Tenant for  diminution  of rental  value and no
liability on the part of Owner by reason of  inconvenience,  annoyance or injury
to  business  arising  from  Owner or other  Tenant  making  any  repairs in the
building  or any such  alterations,  additions  and  improvements.  Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any  controls  of the manner of access to the  building  by  Tenant's  social or
business  visitors  as the  Owner may deem  necessary  for the  security  of the
building and its occupants.


<PAGE>


No Representations by Owner:

     21.  Neither  Owner nor  Owner's  agents have made any  representations  or
promises with respect to the physical  condition of the building,  the land upon
which it is erected or the  demised  premises,  the rents,  leases,  expenses of
operation  or any other  matter or thing  affecting  or related  to the  demised
premises or the  building  except as herein  expressly  set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise  except
as expressly set forth in the provisions of this lease. Tenant has inspected the
building  and the  demised  premises  and is  thoroughly  acquainted  with their
condition and agrees to take the same "as is" on the date possession is tendered
and acknowledges that the taking of possession of the demised premises by Tenant
shall be  conclusive  evidence  that the said premises and the building of which
the same form a part were in good and  satisfactory  condition  at the time such
possession was so taken,  except as to latent defects.  All  understandings  and
agreements  heretofore  made  between  the  parties  hereto  are  merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory  agreement  hereafter  made shall be ineffective to
change,  modify,  discharge or effect an  abandonment of it in whole or in part,
unless such  executory  agreement is in writing and signed by the party  against
whom  enforcement  of the change,  modification,  discharge  or  abandonment  is
sought.

End of Term:

     22. Upon the  expiration  or other  termination  of the term of this lease,
Tenant shall quit and surrender to Owner the demised  premises,  broom clean, in
good order and condition, ordinary wear and damages which Tenant is not required
to repair as provided elsewhere in this lease excepted,  and Tenant shall remove
all its property from the demised  premises.  Tenant's  obligation to observe or
perform this covenant shall survive the expiration or other  termination of this
lease. If the last day of the term of this Lease or any renewal  thereof,  falls
on Sunday,  this lease shall expire at noon on the preceding  Saturday unless it
be a legal  holiday  in which  case it  shall  expire  at noon on the  preceding
business day.

Quiet Enjoyment:

     23. Owner covenants and agrees with Tenant that upon Tenant paying the rent
and additional  rent and observing and  performing all the terms,  covenants and
conditions, on Tenant's part to be observed and performed,  Tenant may peaceably
and quietly enjoy the premises hereby  demised,  subject,  nevertheless,  to the
terms and  conditions of this lease  including,  but not limited to,  Article 34
hereof and to the ground leases,  underlying  leases and mortgages  hereinbefore
mentioned.

Failure to Give Possession:

     24. If Owner is unable to give  possession  of the demised  premises on the
date of the  commencement  of the term hereof,  because of the  holding-over  or
retention  of  possession  of any tenant,  undertenant  or  occupants  or if the
demised  premises  are located in a building  being  constructed,  because  such
building has not been  sufficiently  completed  to make the  premises  ready for
occupancy or because of the fact that a  certificate  of occupancy  has not been
procured or if Owner has not  completed  any work  required to be  performed  by
Owner, 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 term of this lease,  but the rent payable  hereunder shall be
abated  (provided  Tenant is not  responsible  for Owner's  inability  to obtain
possession  or complete  any work  required)  until after Owner shall have given
Tenant notice that Owner is able to deliver possession in the condition required
by this lease.  If permission is given to Tenant to enter into the possession of
the demised premises or to occupy premises other than the demised premises prior
to the date  specified  as the  commencement  of the term of this lease,  Tenant
covenants and agrees that such possession and/or occupancy shall be deemed to be
under all the terms, covenants,  conditions and provisions of this lease, except
the obligation to pay the fixed annual rent set forth in page one of this lease.
The provisions of this article are intended to constitute "an express  provision
to the  contrary"  within  the  meaning  of  Section  223-a of the New York Real
Property Law.

No Waiver:

     25. The  failure of Owner to seek  redress for  violation  of, or to insist
upon the strict performance of any covenant or condition of this lease or of any
of the Rules or Regulations,  set forth or hereafter adopted by Owner, shall not
prevent a subsequent  act which would have  originally  constituted  a violation
from  having all the force and effect of an original  violation.  The receipt by
Owner of rent with  knowledge  of the breach of any covenant of this lease shall
not be deemed a waiver of such  breach and no  provision  of this lease shall be
deemed to have been waived by Owner  unless such waiver be in writing  signed by
Owner.  No payment by Tenant or  receipt  by Owner of a lesser  amount  than the
monthly  rent herein  stipulated  shall be deemed to be other than on account of
the earliest  stipulated  rent,  nor shall any  endorsement  or statement of any
check or any  letter  accompanying  any  check or  payment  as rent be deemed an
accord  and  satisfaction,  and Owner may accept  such check or payment  without
prejudice  to Owner's  right to recover  the  balance of such rent or pursue any
other remedy in this lease provided. All checks tendered to owner as and for the
rent of the demised premises shall be deemed payments for the account of Tenant.
Acceptance by Owner of rent from anyone other than Tenant shall not be deemed to
operate as an  attornment  to owner by the payor of such rent or as a consent by
Owner to an assignment  or subletting by Tenant of the demised  premises to such
payor,  or as a modification  of the  provisions of this lease.  No act or thing
done by Owner or Owner's  agents during the term hereby  demised shall be deemed
an  acceptance  of a surrender of said  premises and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of Owner
or Owner's agent shall have any power to accept the keys of said premises  prior
to the  termination  of the lease and the  delivery of keys to any such agent or
employee  shall not operate as a termination  of the lease or a surrender of the
premises.

Waiver of Trial by Jury:

     26.  It is  mutually  agreed  by and  between  Owner  and  Tenant  that the
respective  parties  hereto  shall and they hereby do waive trial by jury in any
action,  proceeding  or  counterclaim  brought by either of the  parties  hereto
against the other (except for personal injury or property damage) on any matters
whatsoever  arising  out  of or in  any  way  connected  with  this  lease,  the
relationship of Owner and Tenant, Tenant's use of or occupancy of said premises,
and any  emergency  statutory  or any  other  statutory  remedy.  It is  further
mutually  agreed that in the event Owner  commences any proceeding or action for
possession including a summary proceeding for possession of the premises, Tenant
will not interpose any  counterclaim  of whatever  nature or  description in any
such  proceeding  including a counterclaim  under Article 4 except for statutory
mandatory counterclaims.

Inability to Perform:

     27.  This  Lease and the  obligation  of Tenant to pay rent  hereunder  and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected,  impaired or excused because Owner is
unable to  fulfill  any of its  obligations  under this lease or to supply or is
delayed in  supplying  any service  expressly  or impliedly to be supplied or is
unable to make, or is delayed in making any repair,  additions,  alterations  or
decorations  or is unable to supply or is delayed in  supplying  any  equipment,
fixtures or other  materials  if Owner is  prevented or delayed from doing so by
reason of strike or labor troubles or any cause  whatsoever  beyond Owner's sole
control including,  but not limited to, government preemption or restrictions or
by reason of any rule,  order or  regulation of any  department  or  subdivision
thereof of any government  agency or by reason of the conditions which have been
or are affected, either directly or indirectly, by war or other emergency.

Bills and Notices:

     28. Except as otherwise in this lease provided, a bill statement, notice or
communication which Owner may desire or be required to give to Tenant,  shall be
deemed  sufficiently  given or  rendered  if, in  writing,  delivered  to Tenant
personally or sent by registered  or certified  mail  addressed to Tenant at the
building  of  which  the  demised  premises  form a part  or at the  last  known
residence  address or business address of Tenant or left at any of the aforesaid
premises  addressed  to Tenant,  and the time of the  rendition  of such bill or
statement and of the giving of such notice or  communication  shall be deemed to
be the  time  when the  same is  delivered  to  Tenant,  mailed,  or left at the
premises  as herein  provided.  Any  notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

Water Charges:

     29. If Tenant requires,  uses or consumes water for any purpose in addition
to ordinary lavatory purposes (of which fact Tenant  constitutes Owner to be the
sole judge) Owner may install a water meter and thereby  measure  Tenant's water
consumption  for all purposes.  Tenant shall pay Owner for the cost of the meter
and the  cost of the  installation,  thereof  and  throughout  the  duration  of
Tenant's  occupancy Tenant shall keep said meter and  installation  equipment in
good  working  order and repair at  Tenant's  own cost and expense in default of
which Owner may cause such meter and  equipment  to be replaced or repaired  and
collect the cost thereof from Tenant,  as additional rent.  Tenant agrees to pay
for water consumed,  as shown on said meter as and when bills are rendered,  and
on default in making  such  payment  Owner may pay such  charges and collect the
same from Tenant,  as additional  rent.  Tenant  covenants and agrees to pay, as
additional  rent, the sewer rent,  charge or any other tax, rent, levy or charge
which now or hereafter is assessed,  imposed or a lien upon the demised premises
or the realty of which they are part pursuant to law,  order or regulation  made
or issued in  connection  with the use,  consumption,  maintenance  or supply of
water, water system or sewage or sewage connection or system.

Sprinklers:

     30. Anything  elsewhere in this lease to the contrary  notwithstanding,  if
the New York Board of Fire Underwriters or the New York Fire Insurance  Exchange
or any bureau,  department or official of the federal,  state or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications,  alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions,  trade fixtures, or other contents of the demised
premises,   or  for  any  other  reason,   or  if  any  such  sprinkler   system
installations,  modifications,  alterations, additional sprinkler heads or other
such  equipment,  become  necessary  to prevent the  imposition  of a penalty or
charge against the full  allowance for a sprinkler  system in the fire insurance
rate set by any said Exchange or by any fire insurance company, Tenant shall, at
Tenant's expenses,  promptly make such sprinkler system installations,  changes,
modifications,  alterations,  and  supply  additional  sprinkler  heads or other
equipment  as  required  whether  the  work  involved  shall  be  structural  or
non-structural  in nature.  Tenant shall pay to Owner as additional rent the sum
[GRAPHIC] of $_________,  on the first day of each month during the term of this
lease,  as Tenant's  portion of the  contract  price for  sprinkler  supervisory
service.

Elevators, Heat, Cleaning:

     31. As long as Tenant is not in default  under any of the covenants of this
lease beyond the applicable  grace period  provided in this lease for the curing
of  such  defaults,  Owner  shall:  (a)  provide  necessary  passenger  elevator
facilities on business  days from 8 a.m. to 6 p.m. and on Saturdays  from 8 a.m.
to 1 p.m.; (b) if freight elevator  service is provided,  same shall be provided
only on regular business days Monday through Friday inclusive, and on those days
only between the hours of 9 a.m. and 12 noon and between 1 p.m. and * p.m.;  (c)
furnish  heat,  water  and  other  services  supplied  by Owner  to the  demised
premises,  when and as required  by law, on business  days from 8 a.m. to 6 p.m.
and on Saturdays from 8

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[GRAPHIC] Space to be filled in or deleted.

*4:30


<PAGE>


a.m. to 1 p.m.;  (d) clean the public halls and public  portions of the building
which are used in common by all tenants. Tenant shall, at Tenant's expense, keep
the  demised  premises,  including  the  windows,  clean  and in  order,  to the
reasonable  satisfaction of Owner,  and for that purpose shall employ the person
or persons, or corporation approved by Owner. Tenant shall pay to Owner the cost
of removal of any of Tenant's  refuse and rubbish from the  building.  Bills for
the same  shall be  rendered  by Owner to Tenant at such time as Owner may elect
and shall be due and  payable  hereunder,  and the amount of such bills shall be
deemed to be, and be paid as, additional rent. Tenant shall,  however,  have the
option of  independently  contracting for the removal of such rubbish and refuse
in the event that Tenant does not wish to have same done by  employees of Owner.
Under such  circumstances,  however,  the  removal of such refuse and rubbish by
others  shall be subject to such rules and  regulations  as, in the  judgment of
Owner,  are necessary for the proper  operation of the building.  Owner reserves
the right to stop  service  of the  heating,  elevator,  plumbing  and  electric
systems, when necessary,  by reason of accident,  or emergency,  or for repairs,
alterations, replacements or improvements, in the judgment of Owner desirable or
necessary  to  be  made,  until  said  repairs,  alterations,   replacements  or
improvements  shall have been  completed.  If the  building of which the demised
premises are a part  supplies  manually  operated  elevator  services, Owner may
proceed  diligently with alterations  necessary to substitute  automatic control
elevator  service  without  in any  way  affecting  the  obligations  of  Tenant
hereunder.

Security:

     SEE RIDER

Captions:

     33. The  Captions  are  inserted  only as a matter of  convenience  and for
reference  and in no way define,  limit or describe  the scope of this lease nor
the intent of any provision thereof.

Definitions:

     34. The term  "Owner" as used in this lease means only the owner of the fee
or of the leasehold of the building,  or the  mortgagee in  possession,  for the
time being of the land and  building (or the owner of a lease of the building or
the land and building) of which the demised premises form a part, so that in the
event of any sale or sales of said land and building or of said lease, or in the
event of a lease of said building,  or of the land and building,  the said Owner
shall be and  hereby  is  entirely  freed  and  relieved  of all  covenants  and
obligations  of Owner  hereunder,  and it shall be deemed and construed  without
further  agreement  between  the parties or their  successors  in  interest,  or
between the parties and the  purchaser,  at any such sale, or the said lessee of
the building,  or of the land and building,  that the purchaser or the lessee of
the  building  has  assumed  and agreed to carry out any and all  covenants  and
obligations of Owner  hereunder.  The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.  The term "rent"
includes  the annual  rental rate  whether so  expressed or expressed in monthly
installments,  and  "additional  rent."  "Additional  rent" means all sums which
shall be due to Owner from Tenant  under this  lease,  in addition to the annual
rental  rate.  The term  "business  days" as used in this lease,  shall  exclude
Saturdays,  Sundays and all days observed by the State or Federal  Government as
legal holidays and those  designated as holidays by applicable  building service
union  employees  service  contract  or by the  applicable  Operating  Engineers
contract with respect to HVAC service. Wherever it is expressly provided in this
lease that consent shall not be unreasonably withheld, such consent shall not be
unreasonably delayed.

Adjacent Excavation-Shoring:

     35.  If an  excavation  shall be made  upon land  adjacent  to the  demised
premises,  or shall be authorized to be made,  Tenant shall afford to the person
causing  or  authorized  to cause  such  excavation,  license  to enter upon the
demised  premises for the purpose of doing such work as said persons  shall deem
necessary to preserve the wall or the building of which demised  premises form a
part from injury or damage and to support the same by proper foundations without
any claim for damages or indemnity  against Owner, or diminution or abatement of
rent.

Rules and Regulations:

     36.  Tenant  and  Tenant's  servants,   employees,  agents,  visitors,  and
licensees  shall observe faith fully,  and comply  strictly  with, the Rules and
Regulations  annexed  hereto and such  other and  further  reasonable  Rules and
Regulations  as Owner or Owner's  agents may from time to time adopt.  Notice of
any additional  rules or regulations  shall be given in such manner as Owner may
elect.  In case Tenant  disputes the  reasonableness  of any additional  Rule or
Regulation  hereafter  made or adopted by Owner or Owner's  agents,  the parties
hereto  agree to  submit  the  question  of the  reasonableness  of such Rule or
Regulation  for  decision  to the New York  office of the  American  Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The right to  dispute  the  reasonableness  of any  additional  Rule or
Regulation  upon  Tenant's  part shall be deemed waived unless the same shall be
asserted by service of a notice,  in writing upon Owner within fifteen (15) days
after the giving of notice  thereof.  Nothing in this lease  contained  shall be
construed to impose upon Owner any duty or  obligation  to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other  tenant and Owner shall not be liable to Tenant for  violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.

Glass:

     37. Owner shall  replace,  at the expense of the Tenant,  any and all plate
and other  glass  damaged or broken from any cause  whatsoever  in and about the
demised premises.  Owner may insure, and keep insured, at Tenant's expense,  all
plate  and other  glass in the  demised  premises  for and in the name of Owner.
Bills for the  premiums  therefor  shall be  rendered by Owner to Tenant at such
times as Owner may elect,  and shall be due from,  and payable  by,  Tenant when
rendered,  and the  amount  therefor  shall be  deemed  to be,  and be paid,  as
additional rent.

Estoppel Certificate:

     38.  Tenant,  at any time,  and from  time to time,  upon at least 10 days'
prior notice by Owner, shall execute,  acknowledge and deliver to Owner,  and/or
to any  other  person,  firm or  corporation  specified  by Owner,  a  statement
certifying that this Lease is unmodified in full force and effect (or , if there
have been  modifications,  that the same is in full force and effect as modified
and  stating  the  modifications),  stating  the  dates  to  which  the rent and
additional  rent have been paid,  and  stating  whether or not there  exists any
default by Owner under this Lease, and , if so, specifying each such default.

Directory Board Listing:

     39. If, at the request of and as accommodation to Tenant, Owner shall place
upon the  directory  board in the lobby of the  building,  one or more  names of
persons other than Tenant,  such directory  board listing shall not be construed
as the consent by Owner to an  assignment or subletting by Tenant to such person
or persons.

Successors and Assigns:

     40. The covenants,  conditions and agreements contained in this lease shall
bind and inure to the  benefit of Owner and Tenant and their  respective  heirs,
distributees,  executors,  administrators,  successors,  and except as otherwise
provided in this lease, their assigns.  Tenant shall look only to Owner's estate
and interest in the land and building for the satisfaction of Tenant's  remedies
for the collection of a judgement (or other judicial  process)  against Owner in
the event of any default by Owner hereunder,  and no other property or assets of
such Owner (or any partner,  member,  officer or director thereof,  disclosed or
undisclosed), shall be subject to levy, execution or other enforcement procedure
for the  satisfaction of Tenant's  remedies under or with respect to this lease,
the relationship of Owner and Tenant hereunder, or Tenant's use and occupancy of
the demised premises.

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[GRAPHIC] Space to be filled in or deleted.

                SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF

In Witness Whereof, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.


<TABLE>
<S>                                       <C>
Witness for Owner:                        6 GREENE STREET ASSOCIATES, LLC [CORPORATE SEAL]
                                          ------------------------------------------------



                                                                                    [L.S.]
----------------------------------        ------------------------------------------------
                                          By:

Witness for Tenant                        ACCUFACTS SCREENING INC.         [CORPORATE SEAL]
                                          ------------------------------------------------



                                                                                    [L.S.]
----------------------------------        ------------------------------------------------
                                          By:  Philip Luzzio, Pres.
</TABLE>