EQUIPMENT LEASE

     AGREEMENT,  dated the 16th day of December,  1998,  by and between  MICHAEL
O'REILLY,  residing at 35 Tuthill  Point  Road,  East  Moriches,  New York 1194,
hereinafter referred to as "Lessor", and TRADE-WINDS ENVIRONMENTAL  RESTORATION,
INC., a domestic corporation, with offices at 100 Sweeneydale Avenue, Bay Shore,
New York 11706, hereinafter referred to as "Lessee".

                                   WITNESSETH:

     WHEREAS, the Lessor is the owner of a 1985 42' custom Topaz powerboat named
"DORADO" (Diesel-DL704502) ID #TPP80074A686; and

     WHEREAS, the Lessee is desirous of leasing the above described boat and the
equipment  attached  thereto and more  specifically  described  on Schedule  "A"
annexed to this Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1. Lease.  Lessee hereby  leases from Lessor,  and Lessor leases to Lessee,
the personal property described (herein called "equipment").

     2. Rent.  For the next  twenty-four  (24) months,  the Lessee agrees to pay
rent  subject  to the  schedule  set  forth  below:  the  sum  of  TEN  THOUSAND
($10,000.00)  DOLLARS per month for the first six (6) months commencing December
16, 1998 and the sum of FIVE THOUSAND ($5,000.00) DOLLARS per month for the next
eighteen  (18) months  commencing  June 16,  1999.  The Lessee has the option to
extend this lease for an additional one (1) year at a monthly


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rental of FIVE THOUSAND ($5,000.00) DOLLARS. In order to so exercise the option,
the Lessee must notify the Lessor by November 1, 2000. The first rent payment is
due when this lease is signed by the Lessor. All rent shall be paid to Lessor at
his address set forth above, or as otherwise directed by Lessor in writing.

     3. Security Deposit. The Lessor may, but shall not be obliged to, apply the
security deposit in the sum of THIRTY THOUSAND  ($30,000.00) to cure any default
of Lessee  hereunder,  in which  event the Lessee  shall  promptly  restore  the
security deposit to the full amount  specified  above.  Upon termination of this
lease  and all  renewals  hereof,  if  Lessee  has  fulfilled  all the terms and
conditions  hereof,  the Lessor shall return to the Lessee any remaining balance
of the security deposit actually made by Lessee.

     4. Use.  The Lessee shall use the  equipment in a careful  manner and shall
comply with all laws relating to its possession, use or maintenance.

     5.  Labels.  If Lessor  supplies  the Lessee with labels  stating  that the
equipment  is owned by the Lessor,  Lessee  shall affix and keep the same upon a
prominent place on each item of equipment.

     6. Repairs.  The Lessee,  at its expense,  shall keep the equipment in good
repair and furnish all parts, mechanisms and devices required therefor.

     7. Alternations. The Lessee shall not make any


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alterations,  additions or  improvements  to the equipment  without the Lessor's
prior written  consent.  All additions  and  improvements  made to the equipment
shall belong to Lessor.

     8. Surrender. Upon the expiration or earlier termination of this lease, the
Lessee, at its expense, shall return the equipment in good repair, ordinary wear
and tear resulting from proper use thereof alone  excepted,  by delivering it to
such place as Lessor may specify.

     9. Loss and Damage.  The Lessee shall bear the entire risk of loss,  theft,
damage or destruction of the equipment from any cause  whatsoever,  and no loss,
theft,  damage or destruction  of the equipment  shall relieve the Lessee of the
obligation to pay rent or of any other obligation under this lease.

     In the  event  of  damage  to any  item  of  equipment,  the  Lessee  shall
immediately place the same in good repair. If Lessor determines that any item of
equipment is lost, stolen, destroyed or damaged beyond repair, the Lessee at the
option of the Lessor shall:

          (a) replace the same with like equipment in good repair, or

          (b) pay Lessor in cash all of the following: (i) all amounts then owed
     by the Lessee to the Lessor  under this lease;  (ii) an amount equal to ten
     percent (10%) of the actual cost of said item, and (iii) the unpaid balance
     of the total rent for the


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     initial term of this lease attributable to said item. Upon Lessor's receipt
     of such  payment,  the Lessee  shall be entitled to whatever  interest  the
     Lessor may have in said item, in its then  condition and location,  without
     warranty  express or implied. The parties  hereto agree that the sum of the
     amounts  numbered  (ii) and (iii) will equal the fair value of said item on
     the date of such loss, theft,  damage or destruction and the remaining rent
     payment  thereunder  shall be reduced by such  amount as is paid under item
     (iii) above prorated over the remaining term hereof.

     10.  Insurance;  Liens.  Taxes.  The  Lessee  shall  provide  and  maintain
insurance  against loss,  theft,  damage or  destruction  of the equipment in an
amount not less than  $150,000.00  and a general  liability  policy  which shall
provide  for  $l,000,000.00  single  limit  coverage,  with any loss  payable to
Lessor. Each policy shall expressly  provide that said  insurance,  as to Lessor
and its assigns,  shall not be  invalidated  by any act,  omission or neglect of
Lessee. The Lessor may apply the proceeds of said insurance to replace or repair
the equipment and/or to satisfy the Lessee's obligations hereunder.  At Lessor's
request, the Lessee shall furnish proof of said insurance.

     The Lessee shall keep the equipment free and clear of all levies, liens and
encumbrances.  The Lessee  shall pay all  charges  and taxes  (local,  state and
federal)  which may now or  hereafter be imposed  upon the  ownership,  leasing,
rental, sale, purchase,



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possession or use of the equipment,  excluding however, all taxes on or measured
by the Lessor's income.

     If the Lessee  fails to procure or maintain  said  insurance or to pay said
charges and taxes,  the Lessor shall have the right but shall not be  obligated,
to effect such  insurance,  or pay said  charges and taxes.  In that event,  the
Lessee shall repay to the Lessor the cost thereof with the next payment of rent.

     11. Indemnity. The Lessee shall indemnify the Lessor against,  and hold the
Lessor  harmless  from,  any and all  claims,  actions,  proceedings,  expenses,
damages and  liabilities,  including  attorney's fee, arising in connection with
the  equipment,  including,  without  limitation,  its  manufacture,  selection,
purchase,  delivery,  possession,  use,  operation or return and the recovery of
claims under insurance policies thereon.

     12.  Assignment.  Without Lessor's prior written consent,  the Lessee shall
not assign, transfer,  pledge, hypothecate or otherwise dispose of this lease or
any interest therein.

     The Lessor may assign this lease and/or mortgage the equipment, in whole or
in part,  without  notice to the  Lessee;  and its  assignee  or  mortgagee  may
reassign this lease and/or such  mortgager  without  notice to the Lessee.  Each
such  assignee  and/or  mortgagee  shall  have  all the  rights  but none of the
obligations of the Lessor under this lease. The Lessee shall recognize each such
assignment and/or mortgage and shall not assert against the


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assignee and/or mortgagee any defense,  counterclaim, or set-off that the Lessee
may have against the Lessor. Subject to the foregoing, this lease insures to the
benefit of and is binding upon the heirs,  legatees,  personal  representatives,
survivors and assigns of the parties hereto.

     13. Charter or Other uses of Equipment.  The Lessee is hereby authorized to
charter the subject equipment of this lease and to retain all of the proceeds of
said charter or charters so long as (i) Lessee is in compliance  with all of the
terms and  conditions of this lease;  and (ii) that  liability  insurance with a
minimum coverage of $1,000,000.00 is purchased naming Lessor.

     14. Late  Charges and  Interest.  Should the Lessee fail to pay any part of
the rent herein  reserved or any other sum  required to be paid to the Lessor by
the Lessee,  within ten (10) days after the due date  thereof,  the Lessee shall
pay unto the  Lessor a late  charge of five  cents  ($.05)  for each One  Dollar
($1.00) of said monthly rent or other sum which shall be delinquent.

     15.  Default.  If the Lessee fails to pay any rent or other  amount  herein
provided  within  ten (10)  days  after the same is due and  payable,  or if the
Lessee fails to perform any other  provision  hereof  within ten (10) days after
the  Lessor  shall  have  demanded  in writing  performance  thereof,  or if any
proceeding in bankruptcy, receivership or insolvency shall be commenced by or


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against the Lessee or its property,  or if the Lessee makes any  assignment  for
the benefit of its creditors,  the Lessor shall have the right, but shall not be
obligated, to exercise any one or more of the following remedies: (a) to sue for
and recover all rents and other  amounts then due or thereafter  accruing  under
this lease;  (b) to take possession of any or all of the equipment,  wherever it
may be  located,  without  demand or notice,  without  any court  order or other
process of law,  and without  incurring  any  liability  to the Lessee,  for any
damages  occasioned by such taking of possession;  (c) to sell any or all of the
equipment  at public or private  sale for cash or on credit and to recover  from
the Lessee all costs of taking  possession,  storing,  repairing and selling the
equipment, an amount equal to ten percent (10%) of the actual cost to the lessor
of the equipment  sold, and the unpaid balance of the total rent for the initial
term of this lease  attributable to the equipment sold, less the net proceeds of
such sale; (d) to terminate this lease as to any or all items of equipment;  (e)
in the event the Lessor elects to terminate this lease as to any or all items of
equipment,  to  recover  from  the  Lessee  as to  each  item  subject  to  said
termination the worth at the time of such termination of the excess,  if any, of
the amount of rent  reserved  herein for said item for the  balance of the total
hereof over the then reasonable rental value of said item for the same period of
time; (f) to pursue any other remedy now or hereafter existing at


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law or in equity.

     Notwithstanding any such action that the Lessor may take,  including taking
possession  of any or all of the  equipment,  the lessee shall remain liable for
the full performance of all its obligations hereunder,  provided,  however, that
if the lessor in writing terminates this lease, as to any item of equipment, the
Lessee shall not be liable for rent in respect of such item  accruing  after the
date of such termination.

     In addition  to the  foregoing,  the Lessee  shall pay Lessor all costs and
expenses,  including  reasonable  attorneys'  fees,  incurred  by the  Lessor in
exercising any of its rights or remedies hereunder.

     16. Notices. Any written notice or demand under this agreement may be given
to a party by mailing it to the party at the address set forth above, or at such
address as the party may provide in writing from time to time.  Notice of demand
so mailed shall be effective  when  deposited  in the United  States mail,  duly
addressed and with postage prepaid.

     17. Multiple  Lessees.  If more than one Lessee is named in this lease, the
liability of each shall be joint and several.

     18.  Choice  of Law.  The  lease  shall be  governed  by and  construed  in
accordance with the laws of the State of New York.

     19.  Ownership.  The  equipment  is,  and  shall at all times  remain,  the
property of the Lessor; and the Lessee shall have no



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right,  title or interest  therein or thereto  except as expressly  set forth in
this lease.

     20.  Entire  Agreement;  Waiver.  This  instrument  constitutes  the entire
agreement  between  the  Lessor  and the  Lessee.  Waiver  by the  Lessor or any
provision  hereof in one instance  shall not constitute a waiver as to any other
instance.

     IN WITNESS  WHEREOF,  the parties hereto have executed this agreement as of
the day and year first above written.



                                             /S/ MICHAEL O'REILLY
                                             -----------------------------------
                                                 MICHAEL O'REILLY


                                             TRADE-WINDS ENVIRONMENTAL
                                                   RESTORATION

                                         By: /s/ Alan W. Schoenbart
                                             -----------------------------------


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