<PAGE>

                                                                 EXHIBIT 10.63


              AGREEMENT OF LEASE made as of this 8th day of April, 1997
between GOLDEN UNION, LLC, having its principal office c/o ALMA REALTY CO.,
28-18 31st Street, Astoria, New York 1 1102

              (hereinafter referred to as "Landlord"), and

PHONETIME, INC, having its principal office at 30-60 Whitestone Expressway,
Flushing, New York 11354

              (hereinafter referred to as "Tenant").

              WITNESSETH Landlord and Tenant hereby covenant and agree as
follows

                                      SPACE

1.   Landlord is the fee owner of the Building and the parcel of real
property on which the Building is located (which includes the Building
Parking Area as defined below). Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord approximately 2,700 square feet on the ground
floor, approximately 15,600 square feet, which is the entire second floor and
approximately 9,000 square feet on the third floor substantially as shown on
the Rental Plan initialed by the parties and made part hereof as Exhibit I
("Demised Premises") in the building known as the Whitestone Executive Plaza,
30-50 Whitestone Expressway, Flushing, New York 11354, (hereinafter referred
to as the 'Building"). The Demised Premises currently contains approximately
27,300 rentable square feet which currently constitutes 43.86 percent of the
rentable area of the Building. In addition to occupying the Demised Premises,
Tenant, during the entire term of this Lease shall have the right to use in
common with others, at no additional expense to Tenant a) all common areas
and public portions of the Building, b) all remaining available space on the
roof of the Building, whereby Tenant shall install telecommunications
equipment; and c) space located in the parking lot or adjoining the Building,
whereby Tenant shall install/house an electrical generator

                                      TERM

2.   The term of this lease shall commence April 1, 1997 hereinafter referred
to as the "Term Commencement Date", and shall terminate on March 31, 2002,
hereinafter referred to as the "Expiration Date". The term of this Lease is
subject to extensions as provided for below

     Should the Term Commencement Date be a date other than the first day of
the month, the Tenant shall pay a pro rata portion of the rent from such date
through and including the last day of such month. Should the Expiration Date
be a date other than the last day of the month, the Tenant shall pay a pro
rate portion of the base rent from the first day of such month through and
including such Expiration Date

     In consideration of Tenant entering this Lease, Landlord hereby waives
(i) the payment of

<PAGE>

all rent for the second and third floor for the months of
April 1, thru June 30, 1997 and (ii) all rent for the 2,700 square feet of
the first floor until the later to occur of (a) June 30,1997 or (b) the
completion of all construction work to be performed b) Landlord on such first
floor space to Tenant's reasonable satisfaction.

                                      RENT

3.   The basic annual rental rate is as follows:

<TABLE>
<CAPTION>

       LEASE YEAR                 ANNUAL RENT        MONTHLY RENT
       ----------                 -----------        ------------
       <S>                       <C>                 <C>
          1st                    $480,000.00         $40,000.00
          2nd                     499,200.00          41,600.00
          3rd                     519,168.00          43,264.00
          4th                     539,934.72          44,994,57
          5th                     561,532.11          46,794.34
</TABLE>

During the term of this Lease, the basic annual rental shall be as cited
above, payable in equal monthly installments as listed above, which Tenant
agrees to pay in lawful money of the U.S. which shall be legal tender in
payment of the debts and dues, public and private, at the time of payment, in
advance on the first day of each calendar month during the Demised Term at
the Office of the Landlord, except that Tenant shall pay the first monthly
installment on the signing of this Lease and, subject to the rent concessions
set forth in paragraph 2 above, each month thereafter from the "Term
Commencement Date". Tenant shall pay the rent as above and as hereinafter
provided, without any set off or deduction whatsoever, except as set forth
herein.

3.1                               RENEWAL OPTION

     Provided that Tenant is not then in default beyond any applicable cure
period of any of the covenants and conditions of this Lease, Landlord hereby
grants to Tenant an option to continue leasing the Leased Premises for One
(1) Five (5) Year Option Period commencing on the day following the last day
of the initial Lease Term. Tenant shall exercise this renewal option by
giving to Landlord, at least one hundred eighty (180) days prior to the
expiration of the respective preceding Lease Term, written notice from Tenant
stating that Tenant intends to exercise said renewal option. In the event
that Tenant fails to exercise its renewal option hereunder, or such renewal
notice from Tenant is not timely given, the renewal option provided for
herein shall immediately cease and be thereafter null and void.

     During the renewal Lease Term, the terms and provisions of this Lease,
including those terms relating to additional rent, shall remain unchanged,
except that tins Article 3.1 shall be deleted. The Base Rent for such renewal
term shall be as follows:

<TABLE>
<CAPTION>
                                 ANNUAL RENT                 MONTHLY RENT
                                 -----------                 ------------
          <S>                    <C>                         <C>
          1st                    $583,993.40                  $48,666.12
          2nd                     607,353.14                   50,612.76

<PAGE>

          3rd                     631,647.25                   52,637.27
          4th                     656,913.15                   54,742.76
          5th                     683,189.68                   56,932.47
</TABLE>

3.2                               TERMINATION OF LEASE

      Provided that Tenant is not in default beyond any applicable cure
period of any of the covenants and conditions of tins Lease, Landlord hereby
grants to Tenant the right to terminate this Lease at any time, but, only
during the Option Period of this Lease.

      In order to exercise the termination option, Tenant must first notify
Landlord in writing of its option to terminate and the effective date of
termination. This notice must be given to Landlord at least three (3) months
prior to the effective date of termination.

      An additional requirement in order for Tenant to exercise its
Termination Option shall be that Tenant must pay to Landlord an amount equal
to six (6) months base rent for the six (6) month period that follows the
effective date of Tenant's termination. (For example, if Tenant notifies
Landlord that July 1, 2004 shall be the effective date of termination, Tenant
must be current with its rent through June 30, 2004 and must pay to Landlord
the six (6) month Lease buy-out for months covering July 1, 2004 through
December 31, 2004 at $50,612.76/month * six (6) months = $303,676~56)

      Once Landlord receives the six (6) months of the Lease buy-out, payable
ONLY by certified funds, and Tenant vacates the Premises and leaves same in
broom clean condition, Landlord and Tenant shall execute a Surrender of Lease
Agreement and thereafter Tenant shall not be liable for any of the remaining
Lease term or any obligations of this Lease.

                                       USE

4.   The Tenant shall use and occupy the Demised Premises only for General
Office use and for the installation and maintenance of a telecommunication
switching facility and related equipment and for no other purpose. Tenant
shall also have the tight to install and maintain, at Tenant's expense,
conduits both inside the Building and from the generator into the Building in
connection with the use of its equipment.

                                    SERVICES

5.   Landlord will provide heat and air conditioning to the Demised Premises
(subject to the conditions set forth in "Schedule C" attached hereto and made
part hereof) during business hours of 8:00 a.m. to 6:00 p.m. on weekdays and
from 9:00 a.m. to 6:00 p.m. on Saturdays; excluding all legal holidays.
Tenant will pay proportionate share of utility charges as it relates to the
Demised Premises as billed by Landlord. Tenant's proportionate share will be
43.86% of the Building's bill for the aforementioned charges, which
proportionate share is subject to change based upon any change in the square
footage of the Building or the Demised Premises. Landlord

<PAGE>

will manage the Building in accordance with building standards for similarly
situated first class office buildings.

     Charges for heat, air conditioning and utilities for common areas shall
be prorated to the Tenant in accordance with the percentage of the building's
rentable space occupied by the Tenant. Landlord will furnish copies of all
such bills to Tenant promptly upon receipt thereof.

6.   Landlord will provide cleaning services which will be performed between
the hours 5:00 p.m. and 6:00 a.m. on Monday through Friday, legal holidays
excepted, as set forth in Schedule "D", attached hereto and made part hereof.

7.   Landlord will furnish elevator service to the Demised Premises during
business hours at no charge to Tenant.

8.   Landlord will furnish adequate hot and cold tempered water for lavatory,
drinking and cleaning services at no charge to Tenant.

9.   At any hours other than the aforementioned business hours at the Tenant'
s request and upon Landlord's agreement, not to be unreasonably withheld or
delayed, any services heretofore enumerated will be provided at the Tenant's
expense as overtime services, except that there will be no charge for
overtime service for moving in and out of the Demised Premises

     Heat and Air Conditioning overtime charge is $25.00 per hour or any part
thereof. This charge will escalate annually at the rate of five percent
(5%/year).

     Except for the months expressly payable by Tenant under this Article
entitled "Services" as well as amounts payable by Tenant under Article 17
below, Tenant shall not be responsible for the payment of any other operating
expenses incurred by the Landlord in connection with the Building or the
Property.

10.  Any diminution services required by Federal, State or Municipal Law or
by virtue of any code or regulation or directive of any Environmental Agency
or Conservation Program of the Federal State, City, County or local
government body of any nature whatsoever, shall not entitle the Tenant to any
diminution, abatement or refund of rent or other charges due under the
provisions of this Lease except if it renders the Demised Premises unusable.

                               LANDLORD'S REPAIRS

11.  (A) Landlord at its expense, will make all the repairs to and provide
the maintenance for the Demised Premises (excluding painting and decoration)
and for all public areas and facilities, and to the roof and structure to the
Building and to the building systems including but not limited to plumbing,
electrical, HVAC and mechanical servicing the Demised Premises and to the
windows of the building in a manner appropriate for a first class office
building in Flushing, New York, except such repairs and maintenance as may be
necessitated by the negligence, improper care or use of such premises and
facilities by Tenant, its agents, employees, licensees or invitees,

<PAGE>

which will be made by Landlord at Tenant's expense. Landlord represents that
all systems function, roof does not leak and there are no structural defects
in the building

     (B) Notwithstanding the aforementioned, Landlord shall provide the
following to Tenant at no cost to Tenant: a) paint and plaster the Demised
Premises prior to Tenant's occupancy of same; b) Landlord shall clean and
repair the carpet in the Demised Premises as needed; c) Landlord shall
install a swipe system that can print details of users access at the front
entrance and at the entrance of Tenant's space on each of the three floors;
d) Landlord shall install two sets of glass doors for the second floor rear
elevators with a card access swipe lock; e) Landlord shall install a security
system comprising of cameras, intercoms and buzzers for all three floors; f)
Landlord shall pave the driveway; g) construct a loading dock; h) Landlord
shall build-out Tenant's space located on the first floor in accordance with
reasonable plans and specifications to be submitted by Tenant to Landlord;
and (i) Landlord shall remove the two offices and closets located on the
third floor space and install a secure double door in accordance with
reasonable plans and specifications provided by Tenant to Landlord, all of
which work shall be completed by Landlord lien free arid in a good and
workmanlike manner in accordance with all applicable laws and regulations

     Landlord shall provide the following at Tenant's sole cost: a) security
bars/gates for the first (1") floor space; and b) Landlord to provide Tenant
with an adequate exterior location (mutually agreed upon by both parties)
whereby Tenant shall install/house a generator. No additional rent shall be
payable on account of such space

     Landlord represents that the Building of which the Demised Premises
forms a part of shall be cable ready by the time Tenant occupies same.

                                  PARKING FIELD

12.  Tenant shall have the right at no additional cost to Tenant or its
employees or invitees, to self-park in 125 reserved parking spaces for the
reserved parking of automobiles of the Tenant, its employees and invitees, in
the parking area reserved for tenants of the Building (hereinafter sometimes
referred to as "Building Parking Area") subject to the Rules and Regulations
now or hereafter reasonably adopted by Landlord. Said parking spaces shall be
marked as Reserved PT1. Landlord shall have no obligation to police said
parking spaces, but shall be obligated to maintain the Building Parking Area.

                                    DIRECTORY

13.  Landlord will furnish in the lobby of the Building a directory which
     will contain a Tenant List. Tenant shall have the right to install its
     own directory in the lobby of each floor of the Building in which Tenant
     occupies space but must first obtain Landlord's consent, which consent
     shall not be unreasonably withheld or delayed.

                                TENANT'S REPAIRS

<PAGE>

14.  Tenant shall take good care of the Demised Premises and, subject to the
provisions hereof, Landlord after fifteen (15) days notice to Tenant, except
in an emergency, at the expense of Tenant shall make as and when needed as a
result of misuse or neglect by Tenant or Tenant's servants, employees, agents
or licensees, all repairs in and about Demised Premises necessary to preserve
them in good order and condition. When caused by misuse or neglect by Tenant
or Tenant's servants, employees, agents, licensees or invitees, except as
provided in Article 36 hereof there shall be no allowance to Tenant for a
diminution of rental value and no liability on the part of Landlord by reason
of inconvenience, annoyance or injury to business arising from Landlord,
Tenant or others making any repairs, alterations, additions or improvements
in or to any portion of the Building or of Demised Premises, or in or to the
fixtures, appurtenances or equipment thereof, except for Landlord's own
negligence or that of its agents, contractors or employees. Landlord agrees
to use its best efforts to not interfere with Tenant's business. Landlord
shall not be obligated to do work at "premium hours."

                                  FLOOR LOADING

15.  The placement of any equipment which will impose an evenly distributed
floor load in excess of 50 pounds per square foot live load shall be done
only after written permission is received from the Landlord which shall not
be unreasonably withheld. Such permission will be granted only after adequate
proof is furnished by a professional engineer that such floor loading will
not endanger the structure

                                    INSURANCE

16.  Tenant, at its expense, shall maintain at all times during the term of
this Lease, public liability insurance in respect of the Demised Premises and
the conduct or operation of business therein, with Landlord as an additional
named insured, and with not less than $1,000,000 for property damage and not
less than $1,000,000 for bodily injury or death to any number of persons in
any one occurrence under a customary property insurance policy.

     Tenant shall promptly deliver to Landlord a Certificate of Insurance for
such fully paid for policies prior to occupancy, and Tenant shall deliver to
Landlord such Certificate of Insurance for renewal policy at least thirty
(30) days before the expiration of any existing policy. All such policies
shall be issued by companies licensed to do business in the State of New York
and all such policies shall contain a provision whereby the same cannot be
canceled or materially modified unless Landlord is given at least twenty (20)
days prior written notice of such cancellation or material modification,
including, without limitation, any cancellation resulting from the
non-payment of premiums.

     Landlord, at its expense, shall maintain at all tunes public liability
insurance coverage of $3,000,000.00 on the Building and also have the
Building insured for its full replacement value

                           REAL ESTATE TAX ESCALATION

17.  (A) For purposes of this Article 17, the following definitions shall
apply:

<PAGE>

     (a) The term "Tax Year" shall mean the City of New York fiscal year,
July 1 to June30 (or such other fiscal year as hereafter may be duly adopted
by the City of New York as the fiscal year for real estate tax purposes).

     (b) The term "Escalation Year" shall mean any Tax Year during the term
of this Lease commencing with Tax Year commencing July 1,1998.

     (c) The term "Base Tax Year' shall mean the July 1, 1997 to June30, 1998
Tax Year.

     (d) The term 'Base Taxes" shall mean the Taxes computed by the taxing
jurisdiction for the Base Tax Year

     (e) The term "Taxes" shall be deemed to include all real estate taxes
upon or with respect to the tax lot upon which the building is situated and
imposed by the City of New York, County of Queens, or any other taxing
authority, provided that the tax assessed by any other taxing authority is to
create a new or additional source of revenue through taxation of real estate
as such. If, due to any change in the method or taxation, or other tax shall
be substituted for, or levied against Landlord or any owner of the Budding or
the Real Property, in lieu of any real estate taxes or assessments upon or
with respect to the Real Property, such tax shall be included in the term
Taxes for the purposes of this Article, except taxes such as franchise,
income, or revenue tax on Landlord's rental income receipts.

     Landlord hereby represents that there are no other improvements on the
tax lot other than the Building and Building Parking Area.

(B)  If taxes payable in any Escalation Year shall be in such amount as shall
constitute an increase above or decrease below Base Taxes, Tenant shall pay
"Tenant's Proportionate Share", (i e currently 43 86%) of such increase or
Tenant shall receive its proportionate share of any decrease &Tenant's
Proportionate Share shall mean the fraction, the denominator of which is the
net rentable area of the Building (currently 62,260 square feet) and the
numerator of which is the Demised Premises area (currently 27,300 square
feet).

     Increases in taxes, payable by reason of reductions in Landlord's tax
abatement shall be deemed tax increases subject to provision of this
Escalation Clause.

     (1) INTENTIONALLY OMITTED.

     (2) If the sum of the installments of Taxes payable by Landlord in any
Escalation Year exceeds the Landlord's Base Taxes for the Base Tax Year, the
annual rental reserved hereunder for such Escalation Year shall be increased
by Tenant's Proportionate Share of the amount of such excess and shall be
payable during such Escalation Year in monthly amounts equal to 1/12th of tie
amount of such increase (as reasonably estimated by Landlord if not finally
determinable on the first day of such Tax Year, subject to later adjustment).

<PAGE>

     (3) If a final determination shall be rendered reducing the assessed
valuation of the land and/or Building for the Landlord's Base Tax Year, the
assessed valuation as so reduced shall, for all purposes be the assessed
valuation used in computing the Landlord's Base Taxes under section (d) of
subparagraph (A) above. If said determination is rendered subsequent to the
submission by Landlord to Tenant of any statements referred to in sub
paragraph (5) below, Landlord shall submit revised statements to Tenant based
upon the reduced assessed valuation and Tenant shall, within thirty (30) days
after submission of said revised statements, pay Landlord any additional rent
due by reason of such recomputations which computation shall be adequately
set forth in the said revised statements.

     (4) If Landlord shall receive a refund of Taxes for any Tax Year with
respect to which Tenant paid additional rent by reason of an increase in
Taxes, Landlord shall set forth in the first statement thereafter submitted
to Tenant pursuant to subparagraph (5) below the amount of such refund and
the amount of the legal fees and other expenses incurred in connection with
the collection of the refund; and, provided that Tenant is not in arrears,
credit for Tenant's Proportionate Share of the refund maybe taken against the
installment or installments of rent next falling due equal to Tenants
Proportionate Share of the amount by which the refund exceeds said fees and
expenses. In no event shall such fees and expenses exceed the refund.

     (5) Landlord shall from time to time during the term of this Lease,
after the respective amounts of taxes for the period in question become
ascertainable, submit to Tenant statements setting forth the computation of
any increase or decrease in rental. Landlord's failure to submit a statement
or statements pursuant to this sub-paragraph (5) or sub-paragraph (2) above
shall not constitute a waiver of any rent increases payable by Tenant under
this paragraph, provided however, that such additional rental shall only
become due and payable following Tenant's receipt of such statement from
Landlord. Landlord may submit its statements (or estimates thereof)
separately and at different times, but the payment of additional rent shall
nevertheless he made in the manner and within the time limits herein above
set forth with respect to each statement so submitted

     (6) If the term of this Lease expires on a day other than the last day
of the Tax Year, rental increases pursuant to subparagraph (2) above shall be
pro-rated as of said expiration date.

     (7) In the event of a taking, pursuant to the power of eminent domain,
of a portion of the Building under such circumstances as shall not result in
a termination of this Lease then from and after the date of such taking (i)
the Base Tax Amount shall be deemed reduced in proportion to the reduction in
the number of square feet of rentable space in the Building resulting from
such taking, and (ii) Tenant's Proportionate Share shall be adjusted so as to
be equal to a fraction of which the denominator is the reduced number of
square feet of rentable space in the building and the numerator is the number
of square feet of space leased to Tenant following such taking.

     (8) The provisions of this paragraph shall survive the expiration or
termination of this Lease until a final adjustment has been made for the Tax
Year in which the Expiration Date occurs.

     (9) The statements of the adjustment to be furnished by Landlord as
provided in

<PAGE>

subdivision (5) shall be based on data submitted by Landlord to a firm of
Certified Public Accountants (who may be the firm now or then currently
employed by Landlord for the audit of its accounts). In the accountant's
opinion based on the date submitted, such statements shall present fairly the
escalation adjustment for the periods represented thereby.

      (10) Any delay or failure of Landlord, beyond January of any year, in
computing the billing for the rent adjustments herein above provided, shall
not constitute a waiver of or in any way impair the continuing obligation of
Tenant to pay such rent adjustments hereunder upon Tenant's receipt of such
statements

     (11) Notwithstanding any expiration or termination of this Lease prior
to the Lease expiration dare (except in the case of a cancellation by mutual
agreement, termination upon casualty or condemnation or upon termination by
Tenant in accordance with Article 3.2) Tenant's obligation to pay rent as
adjusted under this Article shall continue and snail cover all periods up to
the Lease expiration date, and shall survive an expiration or termination of
this Lease until such amounts previously accruing have been paid.

18.  If the first or final lease year during which escalations may occur
shall contain less than twelve (12) months, the additional rental under this
Lease shall be prorated.

                                  MISCELLANEOUS

19.  Landlord shall upon Tenant's request execute a Memorandum of Lease in
recordable form.

20.  THIS SPACE IS INTENTIONALLY OMITTED.

21.  THIS SPACE IS INTENTIONALLY OMITTED.

22.  In the event the Tenant shall fail to pay Landlord the charges and
expenses as required by the terms of this Lease, the Landlord shall have the
same rights and remedies as those provided for in the Lease with regard to
the Tenant's failure to pay an installment of the annual base rent.

23.  The term "Lease Interest Rate" shall mean interest at the rate of ten
(10%) percent per annum provided such rate does not violate the usury laws of
New York State. If such rate violates such usury laws, then it shall be 1/2%
below the maximum permissible rate.

                            FIXTURES & INSTALLATIONS

24.  All appurtenances, fixtures, improvements, additions and other property
attached to or built into the Demised Premises, by Landlord at Landlord' s
expense, shall be and remain the property of Landlord, except that any such
fixtures, improvements, additions and other property installed at the expense
of Tenant may be removed by Tenant on the condition that Tenant shall repair
at its expense any damage to the Demised Premises or the Building resulting
from such

<PAGE>

removal. Notwithstanding anything herein to the contrary, all equipment
installed by Tenant shall remain the property of Tenant in all events. Except
as otherwise provided for herein, all the outside walls of the Demised
Premises including corridor walls and the outside entrance doors to the
Demised Premises, any balconies, terraces or roofs adjacent to the Demised
Premises and any space of the Demised Premises used for shafts, stacks,
pipes, conduit ducts or other building facilities, and the use thereof as
well as access thereto upon notice and accompanied by Tenant in and through
the Demised Premises for the purpose of operation, maintenance, decoration
and repair, are expressly reserved to Landlord, and Landlord does not convey
any rights to Tenant therein, provided the area demised to Tenant is not
reduced thereby or the use of the Demised Premises by Tenant is not
restricted or interfered with thereby. Notwithstanding the foregoing, Tenant
shall enjoy full right of access to the Demised Premises through the public
entrances, public corridors and public areas within the Building.

                                   ALTERATIONS

25.  (A) After completion of the Demised Premises, except items that can be
removed at the end of term the installation of winch do not require permits,
Tenant shall make no structural alterations, decorations, installations,
additions or improvements in or to the Demised Premises without Landlord's
prior written consent (which consent shall not be unreasonably withheld or
delayed) and then only by contractors or mechanics who do not interfere with
Landlord's work in the Building by labor disharmony

     (B) All installations or work done by Tenant shall at all times comply
with:

          (1) Laws rules, orders and regulations of governmental authorities
having jurisdiction thereof.

          (2) Reasonable rules and regulations of the Landlord.

          (3) Plans and specifications prepared by and at the expense of
Tenant shall he submitted to Landlord for its prior written approval which
approval will not be unreasonably withheld or delayed; no installations or
work shall be undertaken, started, or begun by Tenant, its agents, servants
or employees, until Landlord has approved such plans and specifications, and
no material amendments or additions to such plans and specifications shall be
made without prior written consent of Landlord, which will not be
unreasonably withheld or delayed. Tenant agrees That it will not either
directly or indirectly, use any contractors and/or labor and/or materials
that would or will create any labor disharmony with any contractors and/or
labor engaged by Landlord in the construction, maintenance and/or operation
of the Building or any part thereof.

          (4) The indemnity contained in Article 34 (B) shall apply to any
claim arising out of the performance of said Tenant's work. Tenant shall
supply Landlord with workmen's compensation certificates for all persons
and/or contractors performing work for Tenant at the Demised Premises, a
public liability insurance policy in the sum of Two Million ($2,000,000 00)
Dollars for personal injuries and death claims and Five Hundred Thousand
($500,000.00) Dollars

<PAGE>

for property damage. In the event any mechanics lien shall be filed against
the Building by any of the Tenant's contractors, subcontractors or material
men, for work done on behalf of Tenant, Tenant shall discharge the lien by
bond, payment or otherwise, within thirty (30) days of filing thereof after
notice to Tenant and upon Tenant's failure to so discharge any lien, Landlord
may, at its option, remove the lien by bonding and charge the Tenant with the
cost thereof, together with reasonable attorneys' fees.

                               REQUIREMENTS OF LAW

26.  (A) Tenant, at Tenant's sole cost and expense shall comply with all
applicable laws, orders and regulations of Federal, State, County and
Municipal authorities, and with all directions, pursuant to law, of all
public officers, which shall impose any duty upon Tenant with respect to the
special use or occupation of the Demised Premises by Tenant, except that
Tenant shall not be required to make any structural alterations in order so
to comply unless such alterations shall be necessitated or occasioned, by the
improper acts, omissions, or negligence of Tenant or any person claiming
through or under Tenant or any of their employees, contractors, agents,
invitees or licensees.

     (B) Tenant shall not do anything, or permit anything to be done, in the
Demised Premises which shall (i) invalidate or be in conflict with the
provisions of any fire or other insurance policies covering the Building or
any property located therein, or (ii) result in a refusal by fire insurance
companies of good standing to insure the Building or any such property, or
(iii) cause any increase in the fire insurance rates applicable to the
Building or property located therein at the beginning of the Demised Term or
at any time thereafter Tenant at Tenant's expense, shall comply with all the
rules, orders, regulations or requirements of the New York Board of Fire
Underwriters and the New York Fire Insurance Rating organization or any
similar body. Landlord represents that the use of the Demised Premises as
general offices and the installation and maintenance of a telecommunication
switching facility and related equipment will not give rise to sub-paragraph
(i) through (iii) above being effective.

     (C) In any action or proceeding wherein Landlord and Tenant are parties,
a schedule or "make-up" of rates applicable to the Building or property
located therein issued by the New York Fire Insurance Rating Organization or
other similar body fixing such fire insurance rates, shall be conclusive
evidence of the facts therein stated and of the several items and charges in
the fire insurance rates then applicable to the Building or property located
therein.

     (D) Landlord shall be responsible for curing any notices of violation
not arising out of Tenant's acts issued by any governmental agency affecting
the Demised Premises and the Building and Property and otherwise complying
with all applicable laws and regulations affecting the Building and the
Property.

                                   END OF TERM

27.  Upon the expiration or other termination of the term of this Lease,
Tenant shall quit and

<PAGE>

surrender to Landlord the Demised Premises broom clean, in good order and
condition, ordinary wear and casualty excepted, and Tenant shall remove all
if its property and shall repair all damage to the Demised Premises or the
Building occasioned by such removal. Any property not removed from the
premises shall be deemed abandoned by Tenant and may be disposed of in any
manner deemed appropriate by the Landlord, unless otherwise agreed to in
writing (i.e extension of time to remove). Tenant expressly waives, for
itself and for any person claiming through or under Tenant, any rights which
Tenant or any such person may have under the provisions of Section 221 of the
Real Property Actions and Proceedings Law and of any successor law of like
import then in force in connection with any holdover or summary proceedings
which Landlord may institute to enforce the foregoing provisions of this
Article at the end of the term as expressed herein. Tenant's obligation to
observe or perform this covenant shall survive the expiration or other
termination of the term of this lease. If the last day of the term of this
lease or any renewal hereof falls on a Sunday or a legal holiday this lease
shall expire on the business day immediately preceding.

                                 QUIET ENJOYMENT

28.  Landlord covenants and agrees with Tenant that upon Tenant paying the
rent and additional rent and observing arid performing all the terms,
covenants and conditions on Tenant's part to be observed and performed,
Tenant may peaceably and quietly enjoy the Demised Premises during the term
of this lease without hindrance or molestation by anyone claiming by or
through Landlord subject, nevertheless, to the terms, covenants and
conditions of this Lease including, but not limited to Article 37.

                                      SIGNS

29.  a) No sign or lettering of any nature may be put on or in any window,
nor on the exterior of the Building or elsewhere within the Demised Premises
such as shall be visible from the sweet, except with the written approval of
the Landlord.

     b) Notwithstanding the aforementioned in paragraph 29 (a) above, upon
receiving Landlord's approval which approval shall not be unreasonably
withheld or delayed, Tenant shall have the exclusive right to erect/post one
(1) sign on each side of the Building, one (I) sign on the rear of the
Building. Tenant shall not erect/post any sign(s) on the front of the
Building. In addition hereto, Tenant shall have the exclusive right to
erect/post one (1) sign in the ground level of the Building. Tenant must
provide Landlord with a design/sketch of the sign(s) to be erected, which
said sign(s) Landlord shall permit Tenant to install upon Landlord's
approval, on the rear, and both sides of the exterior of the Building signs
identifying Tenant. Tenant will be solely responsible for the fees and costs
associated with erecting the sign on the exterior of the Building and for the
future removal of the sign, if any, if and when the Tenant ceases to occupy
the Demised Premises at the Building

     c) Tenant's sign(s) shall not exceed the dimensions of the existing
signs on the Building, i. e. that of the Long Island Savings Bank, Omnipoint
Communications and Enterprise Rent-A-Car.

<PAGE>

     d) Tenant, after complying with the provisions of 29 (a & b) above,
shall have the right to install an illuminated rotating sign on the roof of
the Building. The location of this rotating sign will be restricted to the
roof of the mechanical/elevator room located on the roof of the Building.

     e) Tenant shall have the right to maintain all of such signs in their
approved locations during the term of this Lease and Landlord shall not grant
any rights to any other tenant of the Building or any third party which would
interfere with the visibility of any such sign

                              RULES AND REGULATIONS

30.  Tenant and Tenant's agents, employees, invitees, and licensees shall
faithfully comply with the Rules and Regulations set forth on Schedule "E"
annexed hereto and made part hereof, and with such further reasonable Rules
and Regulations as Landlord at any time may make and communicate in writing
to Tenant which, in Landlord's reasonable judgement shall be necessary for
the reputation, safety, care or appearance of the Building and the land
allocated to it or the preservation of good order therein, or the operation
or maintenance of the Building, and such land, its equipment, or the more
useful occupancy or the comfort of the tenants or others in the Building.
Landlord shall not be liable to Tenant for the violation of any of said Rules
and Regulations, or the breach of any covenant or condition in any lease by
any other tenant in the Building, provided such are applied in an equal and
non-discriminatory manner. In the event of a conflict between this Lease and
the Rules and Regulations, terms of this Lease shall prevail. Landlord shall
not enforce any of the Rules and Regulations in a manner discriminatory to
Tenant.

                            ASSIGNMENT AND SUBLETTING

31.  (A) Tenant, for itself, its successors and assigns, expressly covenants
that it shall not assign, mortgage or encumber this Agreement nor under let
the Demised Premises or any part thereof or license or permit the Demised
Premises or any part thereof to be used by others, without the prior written
consent of the Landlord, such consent not to be unreasonably withheld or
delayed in each instance and upon due compliance with the provisions of this
Article 31.

     (B) The Tenant shall have no right to assign this Lease or sublet all or
any portion of the Demised Premises for a period of less than one (1) year,
unless assignment or subletting is to an affiliate entity.

     (C) Prior to requesting the approval of Landlord to an assignment or
subletting as herinafter provided, Tenant shall offer to terminate this lease
as of the last day of calendar month which is at least sixty (60) days from
the date of Tenant's notice, during the term hereof, which day shall be prior
to the effective date of such proposed assignment or subletting and to vacate
and surrender the Demised Premises to Landlord. Simultaneously with said
offer to terminate this lease, Tenant shall advise the Landlord of all the
terms, covenants and conditions of the Tenant's proposed sublease or
assignment. A sublease of less than 40% of the Demised Area shall not

<PAGE>

give rise to Landlord's recapture rights herein. The provisions of this
subsection 30 (c) shall not be applicable during the initial term of this
Lease, provided (i) in the case of a sublease(s) in excess of forty (40%)
percent of the demised Area, fifty (50%) percent of all rent and additional
rent received by Tenant for sublease(s) in excess of the rent and additional
rent received herein, shall be paid to Landlord within fifteen (15) days of
receipt, as additional rent, and (ii) in the case of an assignment, fifty
(50%) percent of any consideration paid to Tenant for said assignment, except
that which is paid for Tenant's furniture, fixtures, equipment leasehold
improvements and goodwill shall be paid to Landlord within fifteen (15) days
of receipt. In either of the foregoing cases, Tenant shall first deduct its
expenses, including brokerage fees, before submitting to Landlord

     (D) With respect to any proposed subtenant or assignee who is not an
"Affiliated Entity" (as defined below) Tenant shall submit to Landlord the
most recent fiscal year's financial statements of such entity as well as a
description of the business of the entity. Upon Tenant's due compliance with
the aforesaid provisions of this Article 31, Landlord agrees not to
unreasonably withhold its consent to an assignment or subletting) provided
that the Tenant is not then in default beyond any cure period under this
Lease and that the proposed assignee or undertenant is (a) financially
responsible (b) credit worthy and (c) of good reputation.

     (E) No such assignment shall be effective until duplicate originals of
such Assignment and Assumption Agreement wherein Assignee agrees to perform
all the obligations of the Tenant under this lease in form appropriate for
recording and delivered to Landlord.

     (F) No sub-letting of the Demised Premises shall release or discharge
the Tenant hereunder from any of its obligations to be performed under this
Lease, unless otherwise agreed upon by the parties herein. Any assignment of
the Lease approved by Landlord shall release Tenant from all obligations
arising from and after the effective date of such assignment.

     (G) Notwithstanding anything contained in this Lease to the contrary)
Landlord shall not be obligated to entertain or consider any request by
Tenant to consent to any proposed assignment of this Lease or sublease unless
each request by Tenant is accompanied by non-refundable fee by certified
check not to exceed $1,500.00 to cover Landlord's reasonable legal fees and
related costs to process the proposed assignment. Neither Tenant's payment
nor Landlord's acceptance of the foregoing fee shall be construed to impose
any obligation whatsoever upon Landlord to consent to Tenant's request.

     (H) Notwithstanding anything to the contrary herein, Tenant may (i)
assign this Lease to any successor by merger, purchase, reorganization,
acquisition or consolidation, subsidiary, parent or affiliate (hereinafter
called collectively "Affiliated Entity ) provided that a copy of said
assignment, in recordable form, is delivered to the Landlord containing full
assumption by the assignee of all the Tenant's obligations hereunder) or (ii)
sublease the Demised Premises or any portion thereof to an Affiliated Entity.

                          LANDLORD'S ACCESS TO PREMISES

<PAGE>

32.  (A) Landlord or Landlord's agents shall have the right to enter and/or
pass through the Demised Premises at all times after reasonable notice and
during normal business hours and accompanied by Tenant; except in an
emergency) to examine the same, and to show them to mortgagees, ground
lessors, prospective purchasers or lessees or mortgagees of the Building, and
to make such repairs, improvements or additions as Landlord may deem
necessary and Landlord shall be allowed to make all material into and upon
and/or through said Demised Premises that may be required therefore, provided
thc same does not interfere with Tenant's business operation. During the six
months prior to the expiration of the term of the this lease, or any renewal
term, Landlord may exhibit, upon notice, the Demised Premises to prospective
tenants or purchasers at all reasonable hours and without unreasonably
interfering with Tenant's business. If Tenant shall not be personally present
to open and permit an entry into said premises at any time when for any
reason an entry therein shall be necessary in an emergency, Landlord or
Landlord's agents may enter the same by a master key without rendering
Landlord or such agent liable therefore (if during such entry Landlord or
Landlord's agents shall accord reasonable care to Tenant's property) Landlord
shall not have access to secure areas designated by Tenant, as such, except
in an emergency.

     (B) Landlord shall also have the right at any time, to change the
arrangement and/or location of entrances or passageways, doors and doorways,
and corridors, elevators, stairs, toilets and other public parts of the
Building, provided, however, the Landlord shall make no change in the
arrangement and/or location of entrances or passageways or other public parts
of the Building which will adversely affect in any manner Tenant's use and
enjoyment of the Demised Premises as set forth in Article 4 herein and
provided the same does not diminish Tenant's usable area or obstruct Tenants
access to the Demised Premises, or visibility of the Demised Premises

     (C) Provided the Landlord complies with the terms hereof, the exercise
by Landlord or its agents of any right reserved to Landlord in this Article
32 shall not constitute an actual or constructive eviction, in whole or in
part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord, or its agents, or upon any lessor under any ground or
underlying lease, by reason of inconvenience or annoyance to Tenant, or
injury to or interruption of Tenant's business, or otherwise Landlord agrees
to use its best efforts to minimize interference with Tenant's business

SUBORDINATION

33.  (A) Subject to the delivery of the Subordination and Non-Disturbance
Agreement described below, this Lease is subject and subordinate in all
respects to all ground leases and/or underlying leases and to all first
mortgages which may now be placed on or affect such leases and/or the real
property of which the Demised Premise forms a part, or any part of parts of
such real property and/or Landlord's interest or estate therein, and to each
advance made and/or hereafter to be made under any such mortgages, and to all
renewals, modifications, consolidations, replacements and extensions thereof.
In confirmation of such subordination, Tenant shall execute and deliver
promptly any reasonable certificate that Landlord and or any mortgagee and/or
the lessor under any ground or underlying lease and/or their respective
successors in interest may reasonably request subject to the delivery of the
Subordination and Non-Disturbance Agreement referred to

<PAGE>

below. A Subordination Non-Disturbance Agreement in form and content
reasonably satisfactory to Tenant shall be delivered by all current and
future mortgagees and ground lessors, as a precondition to such subordination.

     (B) Without limitation of any of the provisions of this Lease, in the
event that any mortgagee or its assigns shall succeed to the interest of
Landlord or of any successor Landlord and/ shall have become lessee under a
new ground or underlying lease then, this Lease shall nevertheless continue
in full force and effect and Tenant shall and does hereby agree to attorn to
sorb mortgagee or its assigns and recognize such mortgagee or its respective
assigns as its Landlord provided A Subordination Non-Disturbance Agreement
was received.

     (C) Tenant shall, at any time and from time to time upon not less than
fifteen (15) days prior notice by Landlord, execute, acknowledge and deliver
to Landlord a statement in writing certifying that this Lease is unmodified
and 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 modification and
the dates to which the rent, additional rent and other charges have been paid
in advance, if any, and stating whether or not to the best knowledge of the
signer of such certificate that Landlord is in default in performance of any
covenant; agreement, term, provision or condition contained in this lease,
and if so, specifying each such default of which the signer may have
knowledge, it being intended that any such statement delivered pursuant
hereto may be relied upon by any mortgagee, prospective purchaser or lessee
of said real property or any interest or estate therein, any prospective
mortgagee thereof or any prospective assignee of any mortgage thereof.

                       PROPERTY LOSS, DAMAGE REIMBURSEMENT

34.  (A) Landlord 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 the loss of or damage to, any property of Tenant by theft or otherwise,
unless caused by negligence or misconduct of Landlord, its agents,
contractors, servants and/or employees. Landlord or its agents shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electrical, electrical disturbance,
water, rain or snow or leaks from any part of the Building or from the pipes,
appliances or plumbing works or from the roof, street or subsurface or from
any other place or by dampness or by any other cause whatsoever nature,
unless caused by or due to the negligence or willful misconduct of Landlord,
its agents, servants, contractors or employees; nor shall Landlord or its
agents be liable for any such damage caused by other tenants or persons in
the Building or caused by operations of construction or any private, public
or quasi-public work. If at any time any windows of the Demised Premises are
temporarily closed or darkened incident to or for the purpose of repair,
replacement, maintenance and/or cleaning in, on or about the Building or any
part or parts thereof Landlord shall not be liable for any damage Tenant may
sustain thereby and Tenant shall not be entitled to any compensation
therefore nor abatement of rent nor shall the same release Tenant from
obligations hereunder nor constitute an eviction, provided Landlord uses its
best efforts to restore the same, unless caused by Landlord, agent employee
or contractor negligence. Tenant shall reimburse and compensate Landlord as
additional rent for all expenditures made by, or damages or fines sustained
or incurred by

<PAGE>

Landlord due to Tenant's non-performance or non compliance with or breach or
failure to observe any term, covenants or conditions of this Lease, on
Tenant's part to be kept, observed, performed or complied with, after notice
to Tenant with an opportunity to cure. Landlord shall reimburse and
compensate Tenant for all expenditures made by, or damages or fines sustained
or incurred by Tenant due to nonperformance of or non-compliance with or
breach or failure to observe any terms, covenants or conditions of this tease
on Landlord's part to be kept, observed, performed or complied with, after
notice to Landlord, with an opportunity to cure. Tenant shall give prompt
notice to Landlord in case of fire or accidents in the Building or of defects
therein or in any fixtures or equipment of which Tenant has knowledge,
provided no liability or obligation shall be imposed upon Tenant for failure
to so notify Landlord with respect to the Building and not the Demised
Premises.

                               TENANT'S INDEMNITY

     (B) Except if caused by negligence or willful act of Landlord, its
agents, contractors or employees, Tenant shall indemnify and hold harmless
Landlord against and from any and all claims by or on behalf of any person or
persons, firm or firms, corporation or corporations arising from the omission
of any Tenant work or thing whatsoever done by Tenant (other than by Landlord
or its contractors or the agents or employees of either) in and on the
Demised Premise during the term of this Lease and during the period of time,
if any, prior to the specified commencement date that Tenant may have been
given access to the Demised Premises for the purpose of making installations,
and will further indemnify and save harmless Landlord against and from any
and all claims arising from any condition of the Demised Premises due to or
arising from any willful misconduct or breach of Lease or negligence of
Tenant or any of its agents, contractors servants, employees, licensees or
invitees and against and from all reasonable costs, expenses, and liabilities
incurred in connection with any such claim or claims or action or proceeding
brought thereon; and in case any action or proceeding be brought against
Landlord by reason of any such claim Tenant, upon notice from Landlord,
agrees that Tenant, at Tenant's expense will resist or defend such action or
proceeding and will employ counsel therefore

                              LANDLORD'S INDEMNITY

     (C) Except if caused by negligence or willful act of Tenant, its agents,
contractors, employees or invitees, Landlord shall indemnify and save
harmless Tenant against and from any and all claims by or on behalf of any
person or persons, firm or firms, corporation or corporations arising from
the omission of any Landlord work or thing whatsoever done by Landlord (other
than by Tenant or its agents, contractors or employees of either) in and on
the Demised Premises, the common areas and the Building during the term of
this Lease and during the period of time, if any, prior to the specified
commencement date that Landlord may have had access to the Demised Premises
for the purpose making installations, and will further indemnify and save
harmless Tenant against and from any and all claims arising from any
condition of the Demised Premises due to or arising from any willful
misconduct or breach of Lease or negligence of Landlord or any of its agents,
contractors or employees and against and from all reasonable costs, expenses,
and liabilities incurred in connection with any such claim or claims or
action or proceeding brought thereon, and in case any action or proceeding be
brought against

<PAGE>

Tenant by reason of such claim, Landlord, upon nonce from Tenant, agrees that
Landlord, at Landlord's expense will resist or defend such action or
proceeding and will employ counsel therefore

                      DESTRUCTION - FIRE OR OTHER CASUALTY

35.  If the Demised Premises shall be damaged by fire or other casualty
Landlord, at Landlords expense, shall promptly repair such damage but in all
events, within 120 days of fire or casualty to substantially the same
condition as existed prior to such casualty. However, Landlord shall have no
obligation to repair any damage to, or to replace, Tenant's personal property
or any other property or effect of Tenant except if such fire or casualty was
caused by the negligence or willful misconduct of Landlord or its agents,
contractors or employees. If the entire Demised Premises shall be rendered
untenantable by reason of any such damage, the rent and additional rent shall
abate for the period from the date of such damage to the date when such
damage shall have been repaired, and if only a part of the Demised Premises
shall be so rendered untenantable, the rent and additional rent shall abate
for such period in the proportion which the area of the part of the Demised
Premises so rendered untenantable bears to the total area of the Demised
Premises. However, if, prior to the date when all of such damage shall have
been repaired any part of the Demised Premises so damaged shall be rendered
tenantable and shall be used or occupied by Tenant or any person or persons
claiming through or under Tenant, the amount by which the rent and additional
rent shall abate shall be equitably apportioned for the period from the date
of any such use or occupancy to the date when all such damage shall have been
repaired. Tenant hereby expressly waives the provisions of Section 227 of the
New York Real Property Law and of any successor law of like import then in
force and Tenant agrees that the provision of this Article shall govern and
control in lieu thereof. Notwithstanding the foregoing provisions of this
Section, if, prior to or during the Demised Term (i) the Demised Premises
shall be totally damaged or rendered wholly untenantable by fire or other
casualty, and if Landlord shall decide not to restore the Demised Premises,
or (ii) the Building shall be so damaged by fire or other casualty that total
alteration, demolition or reconstruction of the Building shall be required,
such that restoration would take 120 days or more (whether or not the Demised
Premises shall be damaged or rendered untenantable), then, in any such
events, Landlord, at Landlord's option, may give to Tenant within forty-five
(45) days after such fire or other casualty, a thirty (30) days notice of
termination of this lease and, in the event such notice is given, this Lease
and the Demised Term shall come to an end and expire (whether or not said
term shall have commenced) upon the expiration of said thirty (30) days with
the same effect as if fire date of expiration of said thirty (30) days were
the Expiration Date, the rent and additional rent shall be apportioned and
any prepaid portion of rent and additional rent for any period after such
date shall be refunded by Landlord to Tenant

     In the event that the Demised Premises shall be damaged to such an
extent that (i) Tenant reasonably determines that they cannot be restored
within ninety (90) days of the occurrence of such damage, or ii) if Landlord
does not restore the Demised Premise within said ninety (90) days to
substantially the same condition as existed prior to the casualty, Tenant
shall have the option of canceling this Lease, on notice to landlord, at the
end of such ninety (90) day period, or immediately under (i).

<PAGE>

                                   SUBROGATION

36.  Each of the parties hereto and their successors or assigns hereby waives
any and all rights of action against the other party hereto which may
hereafter arise for damage to the premises or to property therein resulting
from any fire or other casualty of the kind covered by standard fire
insurance policies with extended coverage, carried by such respective
parties. Both parties agree to obtain and maintain a waiver of subrogation
from their respective carrier and to carry insurance covering their
respective interests in the Building and the Demised Premises.

                                 EMINENT DOMAIN

37.  (A) In the event that the whole of the Demised Premises or access
thereto or a material part of the parking area is taken without substitution
of comparable parking space located within a three (3) block radius of the
Building, shall be lawfully condemned or taken in any manner for any public
or quasi-public use, this Lease and the term and estate hereby granted shall
forthwith cease and terminate as of the date of vesting of title. In the
event that a material part of the Demised Premises shall be so condemned or
taken, then effective as of the date of vesting of title, rent and additional
rent hereunder shall be abated in an amount thereof apportioned according to
the area of the Demised Premises so condemned or taken. In the event that a
material part of the Building (in excess of 40%) shall be so condemned or
taken, then (a) Landlord (whether or not the Demised Premises be affected)
may, at its option terminate this Lease and the term and estate hereby
granted as of the date of such vesting of title by notifying Tenant in
writing of such termination within forty-five (45) days following date on
which Landlord shall have received notice of vesting of title, and (b) if
such condemnation or taking shall be of a substantial part of the Demised
Premises (in excess of 25% of the Demised Premises) or a substantial part
(25% or more) of the means of access thereto or of the parking, Tenant shall
have the right, by delivery of notice in writing to Landlord within sixty
(60) days following the date on which Tenant shall have received notice of
vesting of title, to terminate this Lease and the term and estate hereby
granted as of the date of vesting of title or, (c) if neither Landlord nor
Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and
remain unaffected by such condemnation or taking, except that the rent and
additional rent shall be abated to the extent, if any, herein above provided
in this Article 36. In the event that only a part of the Demised Premises
shall be so condemned or taken and this Lease and the term and estate hereby
granted are not terminated as hereinbefore provided, Landlord will, at its
expense, promptly (but lii all events in less than 120 days) restore the
remaining portion of the Demised Premises as nearly as practicable to the
same condition as it was in prior to such condemnation or taking. In the
event Landlord fails to restore the Demised Premises, Tenant shall have the
right, upon ten (10) days' notice to Landlord, to terminate this Lease.

     (B) In the event of a termination in any of the cases herein above
provided, this lease and the term and estate granted shall expire as of the
date of such termination with the same effect as if that were the date
hereinbefore set forth for the expiration of the term of this Lease, and the
rent and additional rent hereunder shall be apportioned as of such date.

     (C) In the event of any condemnation or taking herein above mentioned of
all or a part of the Building, Landlord shall be entitled to receive the
entire award made for the value of the

<PAGE>

estate vested by this Lease in Tenant, except that the Tenant may file a
claim for any taking of removable fixtures owned by Tenant and for moving
expenses incurred by Tenant.

                                      WASTE

38.  Tenant will not do or suffer any waste or damage, disfigurement or
injury to the Building or any part thereof.

                            CERTIFICATE OF OCCUPANCY

39.  Tenant will not at any time use or occupy the Demised Premises in
violation of the Certificate of Occupancy (temporary or permanent) issued for
the Building or portion thereof of which the Demised Premises form a part. If
Tenant does not use the premises in accordance with the Certificate of
Occupancy, such shall constitute a default hereunder upon notice of default
and fifteen (15) days notice to cure. This Article is without prejudice to
Landlord's rights by reason of Tenant's default or as otherwise set forth
herein and without obligation on the part of the Landlord to recompense
Tenant. Nothing herein this Article 39 shall relieve Tenant of its obligation
to pay base rent and additional rent for the term hereof.

     Landlord represents that the permitted use described in paragraph four
(4) does not violate the Certificate of Occupancy and will furnish a copy of
same to Tenant.

                                     DEFAULT

40.  (A) Upon the occurrence, at any time prior to or during the Demised Term
of any one or more of the following events (referred to as "Events of
Default"):

     (i)   If Tenant shall default in the payment when due of any installment
of rent or in the payment when due of any additional rent, and such default
shall continue for a period of fifteen (15) days after notice by Landlord to
Tenant of such default; or

     (ii)  If Tenant shall default in the observance or performance of any
term, covenant or condition of this Lease on Tenant's part to be observed or
performed (other than the covenants for the payment of rent and additional
rent) and Tenant shall fail to remedy such default within thirty (30) days
after notice by Landlord to Tenant of such default, or if such default is of
such a nature that it cannot be completely remedied within said period of
thirty (30) days and Tenant shall not commence curing such default within
said period of thirty (30) days, or shall not thereafter diligently prosecute
to completion all steps necessary to remedy such default; or

     (iii) If Tenant shall file a voluntary petition in bankruptcy or
insolvency, or shall be adjudicated bankrupt or become insolvent or shall
file any petition seeking any reorganization, arrangement, composition,
readjustment, liquidation dissolution or similar relief under the present or
any future federal bankruptcy act or any other present or future applicable
federal, state or other statute of law, or shall make an assignment for the
benefit of creditors or shall seek or consent to, or acquiesce in the
appointment of any trustee, receiver or liquidator of Tenant or of all or any
part of Tenant's property; or

<PAGE>

     (iv)  If within seventy-five (75) days after the commencement of any
proceeding against Tenant, whether by the filing of a petition or otherwise
seeking any reorganization, arrangement composition, liquidation, dissolution
or further relief under the present or any future federal bankruptcy act or
any other present or future applicable federal, state or other statute or
law, such proceedings shall not have been dismissed, or if within
seventy-five (75) days after the appointment of any trustee, receiver or
liquidator of Tenant or of all or any part of Tenant's property, without the
consent or acquiescence of Tenant such appointment shall not have been
vacated or otherwise discharged, or if any execution or attachment shall be
issued against Tenant or any of Tenants property pursuant to which the
Demised Premises shall be taken or occupied or attempted to be taken or
occupied and not dismissed within seventy-five (75) days; or

     (v)   If the Demised Premises shall become vacant, deserted or abandoned
and Tenant ceases to pay rent; or

     (vi)  If Tenant's interest in this Lease shall devolve upon or pass to
any person, whether by operation of law or otherwise, except as expressly
permitted under Article 31; then upon the occurrence, at any time prior to or
during the Demised Term, of any one or more of such Events of Default,
Landlord, at any time thereafter, at Landlord's option, may give to Tenant a
five (5) days notice of termination of this Lease after fifteen (15) days
notice to cure said default during which period there was no cure and, in the
event such notice is given, this Lease and the Demised Term shall come to an
end and expire (whether or not said term shall have commenced) upon the
expiration of said five (5) days with the same effect as if the date of
expiration of said five (5) days were the Expiration Date but Tenant shall
remain liable for damages as provided in Article 43

     Any monies received by Landlord from or on behalf of Tenant during the
pendency of any proceeding of the types referred to in said subsections (iii)
and (iv) shall be deemed paid as compensation for the use and occupancy of
the Demised Premises and the acceptance of any such compensation by Landlord
shall not be deemed a waiver on the part of Landlord of any rights under this
Article 40

     (B) In the event Landlord shall default in the performance of or
observance of any material term, covenant or condition of this lease on
Landlord's part to be performed and Landlord shall fail to remedy such
default within thirty (30) days after notice by Tenant to Landlord of such
default, or if such default is of such a nature that it cannot be completely
remedied within said period of thirty (30) days and landlord shall not
commence curing such default within such thirty (30) days, or shall not
thereafter diligently prosecute to completion the cure of such default then,
in such event, Tenant shall have the right to pursue whatever remedies it may
have under this Lease or all rights and remedies at law or in equity to which
Tenant may be entitled

41.  (A) 1f Tenant shall default in the payment when due of any installment
of rent or in the payment when due for any additional rent and such default
shall continue for a period of fifteen (15) days after notice by Landlord to
Tenant of such default or if this Lease and the Demised Term shall expire and
come to an end as provided in this Article 41.

<PAGE>

      i. Landlord and its agents and servants may immediately or at any time
after such Event of Default or after the date upon which the Lease and the
Demised Term shall expire and come to an end, re-enter the Demised Premises
or any part thereof, with notice, only by summary proceedings or by any other
applicable action or proceeding and after obtaining an order of a court of
competent jurisdiction authorizing same, and may repossess the Demised
Premises and dispossess Tenant and any other persons from the Demised
Premises and remove any and all of their property and effects from the
Demised Premises; and

      ii. Landlord at Landlord's option, may relet the whole or any part or
parts of the Demised Premises from time to time either in the name of
Landlord or otherwise, to such tenant or tenants, for such term or terms
ending before, on or after the Expiration Date at such rental or rentals and
upon such other conditions, which may include concessions and free rent
periods, as Landlord, in its reasonable discretion, may determine. Landlord
shall have use commercially reasonable efforts to relet the Demised Premises
or any part thereof but shall in no event be liable for refusal or failure to
relet the Demised Premises or any part thereof, where such refusal was
commercially reasonable under the circumstances, or, in the event of any such
reletting, for refusal or failure to collect any rent due upon any such
reletting, and no such refusal or failure shall operate to relieve Tenant of
any liability under this Lease where such refusal was commercially reasonable
under the circumstances. Provided Landlord treats the Demised Premises, like
the balance of its available space inventory, Landlord at Landlord's option,
may make such repairs, replacements, alterations, additions, improvements,
decorations and other physical changes in and to the Demised Premises as
Landlord, in its reasonable discretion considers advisable or necessary in
connection with any such reletting without relieving Tenant of any liability
under this Lease or otherwise affecting any such liability. Landlord shall
use commercially reasonable efforts to relet the Demised Premises.

     (B) Tenant, on its own behalf and on behalf of all persons claiming
through or under Tenant, including all creditors, does hereby waive any and
all rights which Tenant and all such persons might otherwise have under any
present or future law to redeem the Demises Premises, or to reenter or
repossess the Demised Premises, or to restore the operation of this Lease,
after (i) Tenant shall have been dispossessed by a judgement or by warrant of
any court or judge or (ii) and re-entry by Landlord, or (iii) any expiration
or termination of this Lease and the Demised Term, whether such dispossess,
re-entry, expiration or termination shall be by operation of law or pursuant
to the provisions of this Lease.

                                   SPRINKLERS

42.  Anything elsewhere in this Lease to the contrary notwithstanding, if the
New York Board of Fire Underwriters or New York Fire Insururance Exchange or
any bureau, department, official of the federal, state or city government
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 solely by reason of
Tenant's business, or if any such sprinkler system installations changes,
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

<PAGE>

any fire insurance company, Tenant shall, at Tenant's expense, promptly make
such sprinkler system installations, change, modifications, alterations, and
supply additional sprinkler heads or other equipment as required.

                                     DAMAGES

43.  (A) If this Lease and the Demised Term shall expire and come to an end
as provided in Article 27 or by or under any summary proceeding, or any other
action or proceeding or if Landlord shall re-enter the Demised Premises as
provided in Article 40 by or under any summary proceedings or any other
action or proceeding then in any of said events:

      i. Tenant shall pay to Landlord all rent, additional rent and other
charges payable under this Lease by Tenant to Landlord to the date upon which
this Lease and the Demised Term shall have expired and come to an end or to
the date of re-entry upon the Demised Premises by Landlord, as the case
maybe; and

     ii. Tenant shall also be liable for, and shall pay to Landlord, as
liquidated and agreed final damages, any deficiency (referred to as
"Deficiency") which is the sum equal to the amount by which the rent and
additional rent reserved in the Lease for the period which otherwise would
have constituted the unexpired portion of the Demised Term (excluding any
unexercised extension option) exceeds the net amount, if any, of rents
collected under any re letting effected pursuant to the provision of Section
41(A) for any part of such period (first deducting from the rents collected
under any such re-letting all of Landlord's reasonable and actual expenses
regarding such re-letting including, but not limited to, all repossession
costs, brokerage commissions, reasonable legal expenses reasonable attorneys'
fees, alteration costs and other expenses of preparing the Demised Premises
for such re-letting). Any such Deficiency shall be paid in monthly
installments by Tenant on the days specified in this Lease for payment of
installments of rent. Landlord shall be entitled to recover from Tenant each
monthly Deficiency as the same shall arise, and no suit to collect the amount
of the Deficiency for any month shall prejudice Landlord's rights to collect
the Deficiency for any subsequent month by a similar proceeding.

     (B) If the Demised Premises, or any part thereof, shall be relet
together with other space in the Building, the rent collected or reserved
under any such re-letting and the expenses of any such re-letting shall be
equitably apportioned for the purpose of this Article 43. Tenant shall in no
event be entitled to any rents collected or payable under any re-letting,
whether or not such rents shall exceed the rent reserved in this Lease.
Solely for the purposes of this Article, the term "rent" as used in Section
43 A shall mean the rent in effect immediately prior to the date upon which
this Lease and the Demised Term shall have expired and come to an end, or the
date of re-entry upon the Demised Premises by Landlord, as the case may be,
plus any additional rent payable pursuant to the provisions of Article 17A
(i) immediately preceding such event.

                                SUMS DUE LANDLORD

44.  (A) If Tenant shall default after notice and the expiration of any
applicable cure period, in

<PAGE>

the performance of any covenants on Tenant's part to be performed in this
Lease contained, Landlord may immediately, or at any time thereafter, after
thirty (30) days notice, perform the same for the account of the Tenant,
except in an emergency. If Landlord at any time is compelled to pay or elects
to pay any sum of money, or do any act which will require the payment of any
sum of money, by reason of the failure of Tenant to comply with any provision
hereof, or, if Landlord is compelled to do or does incur any reasonable
expense including reasonable attorney's fees, instituting, prosecuting and/or
defending any action or proceeding instituted by reason of any default of
Tenant hereunder, the sum or sums so paid by Landlord with all interest and
reasonable costs, shall be deemed to be additional rent hereunder and shall
be due from Tenant to Landlord on the first day of the month following the
incurring of such respective expenses, or at Landlords option on the first
day of any subsequent month. Any sum of money (other than rent) accruing from
Tenant to Landlord pursuant to Schedule "C", whether prior to or after the
Term Commencement Date, may, at Landlord's option, be deemed additional rent,
and Landlord shall have the same remedies for Tenant's failure to pay any
item of additional rent when due as for Tenants failure to pay any
installment of rent when due. Tenant's obligations under this Article shall
survive the expiration or sooner termination of the Demised Term. In any case
in which the base rent or additional rent is not paid within fifteen (15)
days of notice that it was not paid upon the day when same is due, Tenant
shall pay a late charge equal to 5 cents for each dollar so due

     (B) If Landlord shall default, after notice from Tenant and the
expiration of thirty (30) days, except in the event of an emergency, in which
case Tenant shall only be obligated to provide such notice as is reasonable
under the circumstances, in any of its obligations or covenants on Landlord's
part to be performed in this Lease contained, Tenant may immediately (but
shall be under no obligation to) perform the same for the account of
Landlord. If Tenant at any time is compelled to pay or elects to pay any
reasonable sum of money by reason of failure of Landlord to comply with any
provision hereof, or if Tenant is compelled to do or does incur any
reasonable expense including reasonable attorneys fees instituting,
prosecuting and/or defending any action or proceeding instituted by reason of
a default by Landlord hereunder, the sum or sums shall be due from Landlord
to Tenant on the first day of the month following the incurring of such
expenses and Tenant shall have the right to offset such amounts against the
next installments of basic rent due and payable hereunder. Landlord's
obligations hereunder shall survive the expiration or termination of this
Lease. Amounts not paid to Tenant hereunder within fifteen (15) days of the
due date shall bear interest at Lease Interest Rate.

                                    NO WAIVER

45.  (A) No act or thing done by Landlord or Landlord's agents during the
term hereby demised shall be deemed an acceptance or surrender of said
Demised Premises and no agreement to accept such surrender of the Demised
Premises 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
said Demised Premises prior to the termination of this Lease. The delivery of
keys to any employee of Landlord or of Landlord's agents 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 under let the Demised
Premises for Tenant's account, Landlord or Landlord's agents are authorized
to receive

<PAGE>

said keys for such purposes without releasing Tenant from any liability for
loss of or damage to any of Tenants effects in connection with such under
letting, except if due to Landlord negligence. The failure of either party to
seek redress for violation of, or to insist upon the strict performance of,
any covenants or conditions of this Lease, or any of the Rules and
Regulations annexed hereto and made part hereof or hereafter reasonably
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 failure by Landlord to enforce any of the Rules
and Regulations annexed hereto and made part hereof, or hereafter reasonably
adopted, against Tenant and/or any other tenant in the Building shall not be
deemed a waiver of any such Rules and Regulations. No provision of this Lease
shall be deemed to have been waived by Landlord or Tenant, unless such waiver
be in writing signed by Landlord and Tenant. 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 account of the earliest stipulated rent nor
shall any endorsement or statement on any check or any letter accompanying
any check or payment as rent be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or pursue any other remedy in this
Lease provided.

     (B) Landlord's failure to timely render a Landlord's Statement with
respect to any Escalation Year Per Article 18 shall not prejudice Landlord's
right to render a Landlord's Statement with respect to any Escalation Year,
provided such statement is rendered within twenty-four (24) months of the end
of the Escalation Year. The obligation of Landlord and Tenant under the
provisions of Article 18 with respect to any additional rent payable by
Tenant thereunder for any Escalation Year shall survive thc expiration or any
sooner termination of the Demised Term, for two (2) years after the term of
this Lease.

                             WAIVER OF TRIAL BY JURY

46.  To the extent such waiver is permitted by law, Landlord and Tenant
hereby waive trial by jury in any action, proceeding or counterclaim brought
by Landlord or Tenant against the other on any matter whatsoever arising out
of or in any way connected with this Lease, the relationship of Landlord and
Tenant, the use or occupancy of the Demised Premises by Tenant or any person
claiming through or under Tenant, any claim of injury or damage, and any
emergency or other statutory remedy, except personal injury claim. The
provisions of the foregoing sentence shall survive the expiration or any
sooner termination of the Demised Term. If Landlord commences any summary
proceeding for nonpayment of rent, Tenant agrees not to interpose any
non-compulsory counterclaim of whatever nature or description in any such
proceeding. Nothing herein shall prohibit Tenant from bringing a separate
action against the Landlord.

                                BILLS AND NOTICES

47.  Except as otherwise expressly provided in this Lease, any bills,
statements, notices, demands, requests or other communications given or
required to be given under this Lease shall

<PAGE>

be effective only if rendered or given in writing, sent by Registered or
Certified Mail (return receipt requested), addressed (A) to Tenants at
Tenant's address set forth in this Lease if mailed prior to Tenant's taking
possession of the Demised Premises, and to (B) Landlord at Landlord's address
set forth in this Lease, with a copy to (C) Mihos & Karabelas, Esqs., 2818
31St Street, Suite 202, Astoria, New York 11102 or (D) addressed to such
other address as either Landlord or Tenant may designate as its new address
for such purpose by notice given to the other in accordance with the
provisions of this Article. Any such bills, statements, notices, demands,
requests or other communications shall be deemed to have been rendered or
given on the date when it shall have been mailed as provided in this Article.

                              INABILITY TO PERFORM

45.  (A) If by reason of strikes or other labor disputes, fire or other
casualty, accidents orders or regulations of any Federal, State, County or
municipal authority or any other cause beyond Landlord's reasonable control,
whether or not such other cause shall be similar in nature to those
hereinbefore enumerated, Landlord is unable to furnish or is delayed in
furnishing any utility or service required to be furnished by Landlord under
the provisions of this Lease or any collateral instrument, or is unable to
perform or make or is delayed in performing or making any installations,
decorations, repairs, alterations, additions or improvements, whether or not
required to be performed or made under this Lease or under any collateral
instrument, or is unable to fulfill or is delayed in fulfilling any of
Landlord's other obligations under this Lease, or any collateral instrument,
no such inability or delay shall constitute an actual or constructive
eviction, in whole or in part or entitle Tenant to any abatement or
diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord or its agents by reasons of the
inconvenience or annoyance to Tenant, or injury to, or interruption of
Tenant's business, or otherwise, but only for so long a. such force majeure
conditions exist provided, however that in the event such condition renders
the Demised Premises untenantable, Tenant shall be entitled to a rental
abatement for the period in which such condition exists. If Tenant is unable
to fulfill its obligations hereunder by reason of the conditions specified in
this Section 48A Tenant shall not be deemed to be in default hereunder by
reason thereof.

                             INTERRUPTION OF SERVICE

     (B) Landlord reserves the right to stop the services of the air
conditioning, elevator, escalator, plumbing, electrical or other mechanical
systems or facilities in the Building when necessary by reason of accident or
emergency, or for repairs, alterations, replacements or improvement, which,
in the reasonable judgement of Landlord are necessary, until said repairs,
alterations, replacements or improvements shall have been completed, provided
Landlord (i) uses its best efforts to restore such services as quickly as
possible and (ii) perform such work at times and in a reasonable manner so as
to minimize interference with Tenant's business. The exercise of such rights
by Landlord shall not constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any abatement or diminution of rent, or
relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or its agents by reason of inconvenience or annoyance
to Tenant or injury to or interruption of Tenant's business or otherwise
except if due to the negligence of Landlord, its agents, contractors or
employees.

<PAGE>

Notwithstanding the aforementioned, if the interruption of services continues
for more than five (5) days, Tenant will receive a rent abatement for each
day services are interrupted. If the interruption of services continues for
more than fifteen (15) days, Tenant may cancel this Lease

                       CONDITIONS OF LANDLORD'S LIABILITY

     (C)  i. Tenant shall not be entitled to claim a constructive eviction
from the Demised Premises unless Tenant shall have First notified Landlord of
the condition or conditions giving rise thereto, and unless Landlord shall
have failed to remedy such condition within a reasonable time after receipt
of such notice,

         ii. If Landlord shall be unable to give possession of the Demised
Premises on any date specified for the commencement of the term by reason of
the fact that the premises have not been sufficiently completed to make the
premises ready for occupancy, or for any other reason which is not the fault
of the Landlord, Landlord shall not be subject to any liability for the
failure to give possession on said date, nor shall such failure in any way
affect the validity of this Lease or the obligations of Tenant hereunder.

        iii. Notwithstanding the aforementioned, in the event Landlord shall
be unable to give possession to the Demised Premises within one hundred
twenty (120) days after execution of this Lease, Tenant at its sole option
may terminate this Lease which time period shall be extended to the extent
any such delays are directly attributable to the Tenant.

                           TENANT'S TAKING POSSESSION

     (D)  i. Tenant by entering into occupancy of the premises shall be
conclusively deemed to have agreed that Landlord up to the time of such
occupancy had performed all of its obligations hereunder and that the
premises were in satisfactory condition as of the date of such occupancy,
except for latent defects, and punch list items of which Tenant shall have
given written notice to Landlord within ninety (90) days of occupancy
specifying such punch list items, all of which shall be promptly repaired by
Landlord

         ii. If Tenant shall use or occupy all or any part of the Demised
Premises for the conduct of business prior to the Term Commencement Date,
such use or occupancy shall be deemed to be under all of the terms, covenants
and conditions of this Lease, excluding the covenant to pay rent and
additional rent except those charges payable pursuant to Schedule 'C' hereof,
for the period from the commencement of said use or occupancy to the Term
Commencement Date.

                                ENTIRE AGREEMENT

49.  This Lease contains the entire agreement between the parties and all
negotiations and agreements are merged herein, except as set forth herein.
Neither party has made any representations or statements, or promises, upon
which the other has relied regarding any matter or thing relating to the
Building, (including the parking area) or the Demised Premises, or any other
matter whatsoever, except as is expressly set forth in this Lease, including
but without limiting the

<PAGE>

generality of the foregoing, any statement, representation or promise as to
the fitness of the Demised Premises for any particular use, the services to
be rendered to the Demised Premises or the prospective amount of any item of
additional rent. No oral statement, representation or promise whatsoever with
respect to the foregoing or any other matter made by Landlord or Tenant,
their agents or any broker, whether contained in an affidavit, information
circular, or otherwise shall be binding upon the Landlord or Tenant unless
licenses are or shall be acquired by Tenant by implication or otherwise or
unless expressly set forth in this Lease. This Lease may not be changed,
modified or discharged, in whole or in part, orally and no agreement shall be
effective to change, modify or discharge, in whole or in part, this Lease or
any obligation under this Lease, unless such agreement is set forth in a
written instrument executed by the party against whom enforcement of the
change, modification or discharge is sought. All references in this Lease to
the consent or approval of Landlord shall be deemed to mean the written
consent of Landlord, or the written approval of Landlord, as the case may be,
and no consent or approval of Landlord shall be effective for any purpose
unless such consent or approval is set forth in a written instrument executed
by Landlord. Landlord's consent or approval shall in no events, under any of
the provisions of the Lease be unreasonably withheld or denied.

                            VAULT, VAULT SPACE, AREA

50.  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, blueprint or plan, or anything
contained elsewhere in this Lease to the contrary notwithstanding. Landlord
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
Landlord 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, provided Tenant continues to use or occupy same.

                                    SECURITY

51.  Tenant shall deposit with Landlord the sum of $80,000.00 as security for
the faithful performance and observance by Tenant of the terms, provisions
and conditions of this Lease; it is agreed that in the event Tenant defaults
in respect of any of the terms, provisions and conditions of this Lease,
including, but not limited to the payment of rent and additional rent,
Landlord may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any rent and additional
rent or any other sum as to which Tenant is in default or for any sum which
Landlord expended by reason of Tenant's default in respect of any of the
terms, covenants and conditions of this lease, including but not limited to,
any damages Or deficiency in the re-letting of the premises, whether such
damages or deficiency accrued before

<PAGE>

or after summary proceedings or other re-entry by Landlord. In the event that
Tenant shall fully and faithfully comply with all the terms, provisions,
covenants and conditions of this Lease, the security with the interest
thereon, if any, to which the Tenant is entitled shall be returned to Tenant
promptly after the date fixed as the end of the Lease and after delivery of
entire possession of the Demised Premises to Landlord. In the event of a sale
of the land and building or leasing of the building, of which the Demised
Premises form a part, Landlord shall have the right to transfer the security
to the vendee or lessee and Landlord shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look
solely to the new landlord 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 the monies deposited
herein as security and that neither Landlord nor its successors or assigns
shall be bound by any such assignment, encumbrance, attempted assignment or
attempted encumbrance. For purposes of recording security, Tenant's I.D.
number is:_______________________.

     In the event Tenant is not in default of this Lease beyond any
applicable cure period, Landlord shall apply $40,000.00 of the security
towards Tenant's rental payment due for the 13th month of this Lease.
Thereafter, if Tenant is not in default of this Lease beyond any applicable
cure period, Landlord shall apply the remaining $40,000.00 towards Tenant's
rental payment due for the 25th month of this Lease. Tenant shall pay
Landlord the difference in the rental payment due for the 13th and 25th
month(s) at the time such payments become due hereunder.

                                   DEFINITIONS

52.  The term "Landlord" as used in this Lease means only the owner, or the
mortgagee in possession, for the time being of the land and Building (or the
owner of a Lease of the Building or of 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 the
Building, or of the land and Building, the said Landlord shall be and hereby
is entirely freed and relieved of all covenants and obligations of Landlord
hereunder accruing after the date of such sale or lease, and it shall be
deemed and construed as a covenant running with the land without further
agreement between the parties or their successors in interest, or between the
parties and the purchaser, at any sale, or the lessee of the Building, or of
the land and Building, that the purchaser or the lessee of the Building
assumes and agrees to carry out any and all covenants and obligations of
Landlord hereunder. The words "re-enter" and "re-entry", and "re-entered" as
used in this Lease are not restricted to their technical legal meanings. The
term "business days" as used in this Lease shall exclude Saturdays (except
such portion thereof as is covered by specific hours in Article 5 hereof),
Sundays and all days observed by State or Federal Government as legal
holidays (which shall not include days when the New York Stock Exchange is
open for trading). The terms 'person" and "persons" as used in this Lease
shall be deemed to include natural persons, firms corporations, associations
and any other private or public entities, whether any of the foregoing are
acting on their behalf or in a representative capacity

                               PARTNERSHIP TENANT

53.  If Tenant is a partnership (or is comprised of two (2) or more persons,
individually and as

<PAGE>

co-partners of a partnership) or if Tenant's interest in this Lease shall be
assigned to a partnership (or to two (2) or more persons individually and as
co-partners of a partnership) pursuant to any provision herein, (any such
partnership and such persons are referred to in this section as "Partnership
Tenant"), the following provisions of this Section shall apply to such
Partnership Tenant; (a) the liability of each of the parties comprising
Partnership Tenant shall be joint and several and (b) each of the parties
comprising Partnership Tenant hereby consents in advance to, and agrees to be
bound by, any modifications of this Lease which may hereafter be made and by
any notices, demands requests or other communications which may hereafter be
given by Partnership Tenant or by any of the parties comprising Partnership
Tenant, and (c) any bills, statements, notices, demands, requests and other
communications given or rendered to Partnership Tenant or to any of the
parties comprising Partnership Tenant shall be deemed given or rendered to
Partnership Tenant and to all parties comprising partnership tenant and shall
be binding upon Partnership Tenant and all such parties, add (d) if
Partnership Tenant shall admit new general partners, all of such new partners
shall, by their admission to Partnership Tenant be deemed to have assumed
performance of all of the terms covenants and conditions of this Lease on
Tenant's part to be observed and performed, and (e) Partnership Tenant shall
give prompt notice to Landlord of the admission of any such new partners.

                            SUCCESSORS, ASSIGNS, ETC

54.  The covenants, conditions and agreements contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant and their respective
heirs, distributees, executors, administrators, Successors, and except as
otherwise provided in this Lease their respective assigns

            APPLICATION OF INSURANCE PROCEEDS, WAIVER OF SUBROGATION

55.  In any case in which Tenant shall be obligated under any provisions of
this Lease to pay to Landlord any loss, cost, damage, liability or expense,
provided that the allowance of such offset does not invalidate or prejudice
the policy or policies, Landlord shall allow to Tenant as an offset against
the amount thereof the net proceeds of any insurance collected by Landlord
for or on account of such loss, cost, damage, liability or expense, provided
that the allowance of such offset does not invalidate or prejudice the policy
or policies under which such proceeds were payable.

                                     BROKER

56.  Both parties represent and warrant that Alma Realty Co was the sole
Broker brought about this transaction. Tenant agrees to indemnify and hold
Landlord harmless from any claims of any other Broker with respect to this
Lease. Landlord agrees to pay Broker pursuant to separate agreement and to
indemnify and hold Tenant harmless from any claims of any other broker with
respect to this Lease.

                                    CAPTIONS

57.  The captions are included only as a matter of convenience and for
reference, and in no

<PAGE>

way define, limit or describe the scope of this Lease nor the intent of any
provisions thereof.

                            NONLIABILITY OF LANDLORD

58.  If Landlord or a successor in interest is an individual (which term as
used herein includes aggregates of individuals, such as joint ventures,
general or limited partnerships or associations) such individual shall be
under no personal liability with respect to any of the provisions of this
Lease, and if such individual hereto is in breach or in default with respect
to its obligations under this Lease, Tenant shall look solely to the equity
of such individual in the land and Building of which the Demised Premises
form a part for the satisfaction of Tenant's remedies and in no event shall
Tenant attempt to secure any personal judgement against any partner, employee
or agent of Landlord by reason of such default by Landlord

                             RIGHT OF FIRST REFUSAL

59.  Provided that Tenant is not then in default of any of the covenants of
this Lease, Landlord hereby grants to Tenant during the term of this Lease,
the right of first refusal to lease from Landlord any space located in the
Building which becomes vacant and available. Tenant shall have fifteen (15)
days after notice from Landlord to accept the vacant space pursuant to
Landlord's terms and conditions which shall be no less favorable than the
terms being offered to a third party.

                                  GOVERNING LAW

60.  This Lease shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.

                                  JURISDICTION

61.  For purposes of settling any and all disputes hereunder, each party
hereto submits itself to the personal jurisdiction of any court1 federal or
state, sitting in the State of New York, hereby waives all objections to the
venue of any such court and further hereby waives trial by jury.

     IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this
Lease as of the day and year first written above



Witness for Landlord:                           Golden Union, LLC
                                                Landlord

<PAGE>

                                                by: /George Mitropoulos/
-------------------------                          ----------------------------
                                                Cooper Enterprises, Inc. Member
                                                George Mitropoulos, President

Witness for Tenant                              PHONETIME, INC.
                                                Tenant

                                                by: /Sam Tawfik/
-------------------------                          ----------------------------
                                                Sam Tawfik, CEO President