EXHIBIT 10.1

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


AGREEMENT OF LEASE made as of this 27 day of July 1983, between 444 REALTY
COMPANY, a New York partnership, having an office at 11 East 44th Street, New
York, NY party of the first part hereinafter referred to as LANDLORD and
Interboro Institute, a New York corporation, presently having its offices at 229
Park Avenue South, New York NY 10003, party of the second part, hereinafter
referred to as TENANT.

WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord entire 3rd & 4th floors of the building known as 450 West 56th Street,
New York, N.Y., less the Common areas of said building e.g. the lobbies,
elevators, stairways, shafts and other portions which do exclusively serve the
demised premises, in the borough of Manhattan, city of New York for the term of
ten (10) years (commencing on the date that the landlord completes its work with
respect to the demised premises - see section 51 hereof) at an annual rate of:
$325,000 which Tenant agrees to pay in lawful money of the United States which
shall be legal tender in payment of all debts and dues public and private, at
the time of payment in equal monthly installments of $27,083.33 in advance on
the first day of each month during said term, at the office of Landlord or such
other place as Landlord may designate, without any setoff or deduction
whatsoever, except that Tenant shall pay the first monthly installment on the
execution hereof (unless this lease be a renewal).

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

RENT OCCUPANCY      1. Tenant shall pay the rent as above and as
                    hereinafter provided.

                    2. Tenant shall use and occupy demised premises for a
                    school or college and for no other purposes.

ALTERATIONS         3. Tenant shall make no changes in or to the demised
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                    premises of any nature without the Landlord's prior written
                    consent. Subject to the prior written consent of Landlord
                    and to the provisions of this article, Tenant, at Tenant's
                    expense, may make alterations, installations, additions or
                    improvements which are non-structural and which so not
                    affect utility services of plumbing and electrical lines, in
                    or to the interior of the demised premises by using
                    contractors or mechanics first approved by landlord. All
                    fixtures and all paneling, partitions, railings and like
                    installations, installed in the premises at any time, either
                    by Tenant or by Landlord in Tenant's behalf, shall, upon
                    installation, become the property of Landlord and shall
                    remain upon and be surrendered with the demised premises
                    unless Landlord, by notice to Tenant no later than 20 days
                    prior to the date fixed as the termination of this lease,
                    elects to relinquish Landlords right thereto and to have
                    them removed by Tenant, in which event, the same shall be
                    removed from the premises by the Tenant prior to the
                    expiration of the lease, at Tenant's expense. Nothing in
                    this article shall be construed to give landlord title to or
                    to prevent Tenants removal of trade fixtures, movable office
                    furniture and equipment, but upon removal of any such from
                    the premises or upon removal of other installations as may
                    be required by Landlord, Tenant shall immediately and its
                    expense, repair and restore the premises to the condition
                    existing prior to installation and repair any damage to
                    demised premise or the building due to such removal. All
                    property permitted or required to be removed by the Tenant
                    at the term remaining in the premises after tenants removal
                    shall be deemed abandoned and may, at the election of
                    landlord, either be retained as Landlord's property or may
                    be removed from the property at Tenant's expense. Tenant
                    shall, before making any alterations, additions,
                    installations, or improvements, at its expense, obtain all
                    permits, approvals and certificates required by any
                    governmental or quasi-governmental bodies and (upon
                    completion) certificates of final approval thereof and shall
                    deliver promptly duplicated of all such permits approvals
                    and certificates to Landlord and Tenant agrees to carry and
                    will cause Tenant's contractors and sub-contractors to carry
                    such workman compensation, liability, personal and property
                    damage insurance as landlord may require. If any mechanic's
                    lien is filed against the demised premises or the building
                    of which the same forms a part, for work claimed to have
                    been done for, or materials furnished to, Tenant, whether or
                    not done pursuant to this article, the same shall be
                    discharged by Tenant within 30 days thereafter, at Tenant's
                    expense, by filing the bond required by law. (See Rider)
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REPAIRS             4. Landlord shall maintain and repair the public portions of
                    the building, both interior=r and exterior. Tenant shall,
                    throughout the term of this lease, take good care of the
                    demised premises and the fixtures and appurtenances therein
                    and at Tenants sole costs and expense, make all
                    non-structural repairs thereto as and when needed to
                    persevere them in good working order and condition,
                    reasonable wear and tear, obsolesces and damage from the
                    elements fire or other causality, excepted. Fire and other
                    causality is covered by the provisions of section 9 hereof.
                    Notwithstanding the forgoing, all damage or injury to the
                    demised premises or any part of the building or its
                    fixtures, equipment or appurtenances, whether requiring
                    structural or non-structural repairs, caused by or resulting
                    fro carelessness, omission, neglect or improper conduct of
                    Tenant, Tenant's servants, employees, invitees or licenses,
                    shall be repaired promptly by Tenant at it sole cost and
                    expense, to the satisfaction of landlord reasonable
                    exercised. Tenant shall also repair all damage to the
                    building and demised premises caused by the moving of
                    Tenants fixtures, furniture or equipment. All the aforesaid
                    repairs shall be of quality or class equal to the original
                    work or construction. If Tenant fails after 10 days notice
                    to proceed with due diligence to make repairs required to
                    made by Tenant, the same may be made by the landlord at the
                    expense of Tenant and the expenses incurred thereof by
                    Landlord shall collectable as additional rent after
                    rendition of a bill of=r statement therefore. If the demised
                    premises be or become infested with vermin Tenant shall art
                    Tenant's expense caused the same to be exterminated from
                    time to time to the satisfaction of landlord. Tenant shall
                    give landlord prompt notice of any defective condition in
                    any plumbing, heating system of electrical lines located in,
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                    servicing or passing through the demised premises and
                    following such notice, Landlord shall remedy the condition
                    with due diligence but at the expense of Tenant if repairs
                    are necessitated by damage of injury attributed to Tenant,
                    Tenant's servants, agents, employees, invitees or licenses
                    as aforesaid. Except as specifically provided in Article 9
                    or elsewhere in this lease, there shall be no allowance to
                    the Tenant for a diminution of rental value and l=no
                    liability on the part of landlord by reason of
                    inconvenience, annoyance or injury to business arising form
                    Tenant or others making or failing to make and repairs
                    alterations, additions or improvements in or to any portion
                    of the building or the demised premises or in and to the
                    fixtures, app or the fixtures thereof. The provision of the
                    Article 4 with respect to the making of repairs shall not
                    apply in the case of fie or other casualty which are dealt
                    with in Article 9 hereof.

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

REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOADS:
                    6. Prior to the commencement of the lease term, if Tenant is
                    then in possession, and at all times thereafter, Tenant, at
                    Tenant's sole cost and expense shall promptly comply with
                    all present and future laws, orders and regulations of all
                    state, federal, local and municipal governments,
                    departments, commissions and boards and any direction of any
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                    public officer pursuant to law, and all orders and
                    regulation s of the New York Board of Fire Underwriters or
                    any similar body which shall impose any violation, order or
                    duty upon landlord or Tenant with respect to the demised
                    premises whether or not arising out of Tenant's use or manor
                    of use thereof or with respect to the building if arising
                    out of tenants use or manor of use of the premises or the
                    building (including the use permitted under the lease).
                    Except as provided in Article 29 hereof, Nothing herein
                    shall require Tenant to make structural repairs or
                    alterations unless Tenant has by its manor of use of the
                    demised premises or method of operation therein, violated
                    any such laws, ordinances, orders, rules, regulations of
                    requirements with respect therein. Tenant may, after
                    securing Landlord to Landlord's satisfaction against all
                    damages, interest, penalties and expenses including, but not
                    limited to, reasonable attorneys fee, by cash deposit or
                    surety bond in an amount and in a company satisfactory to
                    Landlord, contest and appeal any such laws, ordinances,
                    orders, rules, regulations or requirements provided same is
                    done with all reasonable promptness and provided such appeal
                    shall not subject Landlord to prosecution for a criminal
                    offenses or constitute a default under any lease or mortgage
                    under which landlord may be obligated, or cause the demised
                    premises or any part thereof to be condemned or vacated.
                    Tenant shall not do or permit any act or thing to be done in
                    or to the demised premises which is contrary to law, or
                    which will invalidate or be in conflict with public
                    liability, fire or other policies of insurance at any time
                    carried by or for the benefit of Landlord with respect to
                    the demised premises or the building of which the demised
                    premises form a part, or which shall be or might subject
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                    landlord to any liability or responsibility to any person or
                    for property damage, nor shall Tenant keep anything in the
                    demised premises except as now or hereafter permitted by the
                    Fire department, Board of Fire Underwriters. Board of Fire
                    Insurance Rating Organization or other authority having
                    jurisdiction, and then only in such manor and in such manor
                    and such quantity so as not to increase the rate of fire
                    insurance applicable to the building, nor use the premises
                    in a manor which will increase the insurance rate for the
                    building or any property located therein over that in effect
                    prior to the commencement of Tenants occupancy. Tenant shall
                    pay all costs, expenses, fines penalties or damages which
                    may be imposed upon the Landlord by reason of Tenant's
                    failure to comply with the provision of this article and if
                    by reason of such failure the fire insurance rate shall, at
                    the beginning of this lease or at anytime thereafter, be
                    higher than it otherwise would be, Tenant shall reimburse
                    landlord, as addition rent here=under, for that portion of
                    all fire insurance premiums thereafter paid by landlord
                    which shall have been charged because of such failure by
                    Tenant, and shall make such reimbursement on the first day
                    of the month following such outlay by Landlord. In any
                    action or proceeding wherein Landlord and Tenant are parties
                    a schedule or "make up" of rate for the building or demised
                    premises issued by the New York Fire Insurance Exchange, or
                    other body making fire insurance rates applicable to said
                    premises shall be conclusive evidence of the facts therein
                    stated and of the several items and charges for the fire
                    insurance rate then applicable to the said premises. So as
                    to assure that floor load capacities are not exceeded Tenant
                    shall not place a load on any floor of the demised premises
                    exceeding the floor load per square foot area for which it
                    was designed to carry and which is allowed by law. Landlord
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                    reserves the right to proc=scribe the weight and position of
                    all safes, business machines and mechanical equipment. Such
                    installations shall be placed and maintained by Tenant at
                    Tenant's expense, in settings sufficient, in Landlord's
                    judgment, to absorb and prevent vibration, noise and
                    annoyance.

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

PROPERTY -- LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY
                    8. 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, nor for any injury or
                    damage to persons or property resulting from any cause of
                    whatsoever nature, unless caused by or due to the negligence
                    of landlord, its agents, servants or employees; nor shall
                    landlord of its agents be liable for any such damage caused
                    by other tenants or persons in, upon or about said building
                    or caused by operations in constructions of any private,
                    public or quasi public work. If at any time any of the

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                    windows of the demised premises are temporarily closed,
                    darkened or bricked up (or permanently closed, darkened or
                    bricked up, if required by law) for any reason whatsoever,
                    including, but not limited to; landlord's own acts; landlord
                    shall not be liable for any damage Tenant may sustain
                    thereby and Tenant shall not be responsible for any
                    compensation therefore nor abatement or diminution of rent
                    nor shall the same release Tenant from its obligations
                    hereunder nor constitute an eviction. Tenant shall not move
                    any safe, heavy machinery, heavy equipment, bulky matter or
                    fixtures into or out of the building without landlord's
                    prior written consent. If such machinery equipment bulky
                    matter or fixtures requires special handling, all work in
                    connection therewith shall comply with the Administrative
                    code of the City of New York and all other laws and
                    regulations applicable and shall be done during such hours
                    as Landlord may designate. Tenant shall indemnify and save
                    harmless Landlord against and from all liabilities,
                    obligation, damages, penalties, claims, costs and expenses
                    for which Landlord shall not be reimburse from insurance,
                    including reasonable attorney fees, paid, suffered or
                    incurred as a result of any breach by Tenant, Tenant's
                    agents, contractors, employees invitees or licensees of any
                    covenant or condition of the lease, or the careless,
                    negligence or improper conduct of the Tenant agents,
                    contractors, employees invitees or licensees. Tenants
                    Liabilities under this lease extends to the acts and
                    omission of any subtenant and any agents, contractors,
                    employees invitees or licensees of any sub-Tenant. In case
                    any action or proceeding is brought against Landlord by
                    reason of any such claim, Tenant, upon written notice from
                    landlord, will, at tenants, expense, resist or defend such
                    action or proceeding by counsel approved by landlord in
                    writing, such approval not to be unreasonably withheld.
                    Rider to be added if necessary.
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DESTRUCTION, FIRE AND OTHER CASUALTY:
                    9 (a) If the demised premises or any part thereof shall be
                    damaged by fire or other casualty, Tenant shall give
                    immediate notice thereof to Landlord and this lease shall
                    continue in full force and effect except as hereinafter set
                    forth. (b) If the demised premises are partially damaged or
                    =rendered partially unusable by fire or other casualty, the
                    damages thereto shall be repaired by and at the expense of
                    Landlord and the rent, until such repairs shall be
                    substantially completed, shall be apportioned from the day
                    following the casualty to the part oft eh premises which is
                    usable. (c) If the demised premises are totally damaged or
                    rendered wholly unusable by fire or other casualty, then the
                    rent shall be proportionally paid up to the time of the
                    casualty and thenceforth shall cease until the date when the
                    premises shall have been repaired and restored by landlord,
                    subject to landlord right not to restore the same as
                    hereinafter provided. (d) If the demised premises are
                    rendered wholly unusable or (whether or not the demised
                    premises are damage in whole or in part) if the building
                    shall be so damaged that landlord shall decide to demolish
                    it or to rebuild it, then, in any of such events, Landlord
                    may elect to terminate this lease by written notice to
                    Tenant given within 90 days after such fire or causality
                    specifying a date for the expiration of the lease, which
                    date shall not be more the 60 days after the giving of such
                    notice and on the date specified in such notice the term of
                    this lease shall expire as fully and completely as if such
                    date was the date set forth above for the termination of
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                    this lease and Tenant shall forthwith quit, surrender and
                    vacate the premises without prejudice however to Landlord
                    rights and remedies against Tenant under the lease
                    provisions in effect prior to such termination, and any rent
                    owing shall be paid up to such date and payments of rent
                    made by Tenant which were on account for any period
                    subsequent to such date shall be returned to Tenant. Unless
                    Landlord shall serve a termination notice as provided for
                    herein, Landlord shall make repairs and restorations under
                    the conditions of (b) (c) hereof with all reasonable
                    expedition subject to delays for adjust of insurance claims,
                    labor trouble and causes beyond Landlord control. After any
                    such causality, Tenant shall cooperate with Landlord
                    restoration by removing from the premises as promptly as
                    reasonably possible all tenants salvageable inventory and
                    movable equipment, furniture, and other property. Tenant
                    liability for rent shall resume five (5) days after written
                    notice from Landlord that the premises are substantially
                    ready for Tenant's occupancy. (e) Nothing hereinabove shall
                    relieve Tenant from liability that may exist as result of
                    fire or other casualty. Notwithstanding the foregoing, each
                    party shall look first to any insurance in its favor before
                    making any claim against the other party for recovery for
                    loss or damage resulting from fire or other causality, to
                    the extent that such insurance is in force and collectable
                    and to the extent permitted by law, L and Tenant each hereby
                    releases and waives their right of recovery against the
                    other or anyone claiming through or under each of them by
                    way of subrogation or otherwise. The foregoing release and
                    waiver shall be in force only if both releasors' insurance
                    policies contain a clause that such a release of waiver
                    shall not invalidate the insurance and also, provided that
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                    such a policy can be obtained with out additional premiums.
                    Tenant acknowledges that Landlord will not carry insurance
                    on tenants furniture and/or furnishings or any fixtures or
                    equipment, improvements, or a removable by Tenant and agrees
                    that Landlord will not be obligate to repair any damage
                    thereto or replace the same. (f) Tenant hereby waives the
                    provisions of Section 227 of the Real Property Law and
                    agrees that the provisions of this article shall govern and
                    control in lieu thereof.

EMINENT DOMAIN:     10. If the whole or any part of the demised premises shall
                    be acquired by Eminent Domain for an public or quasi-public
                    use or purposes, then and in that event, the term of this
                    lease shall cease and terminate from the date of title
                    vesting in such proceeding and Tenant shall have no claim
                    for the value of any unexposed term of said lease. (See
                    Rider)

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

ELECTRIC CURRENT:   12. Electricity shall be provided to the demised premises
                    either by directly metering by the local public utility
                    service or by sub metering by Landlord. If the premises are
                    submetered, then the cost to Tenant shall not exceed the
                    cost for such service had the same been directly provided by
                    Con Edison.

ACCESS TO PREMISES: 13. Landlord or Landlord's agents shall have the right (but
                    shall not be obligated) to enter the demised premises in any
                    emergency at any time, and at other reasonable times, to
                    examine the same and to make such repairs, replacements and
                    improvements as Landlord may deem necessary and reasonably
                    desirable to the demised premises or to any other portion of
                    the demised building on which Landlord may elect to perform
                    following Tenant failure to make repairs or perform any work
                    which Tenant is obligated to perform under this lease, or
                    for the purpose of complying with laws regulations and other
                    directions of governmental authorities. Tenant shall permit
                    Landlord to use and maintain and replace pipes and conduits
                    in and through the demised premises and to erect new pipes
                    and conduits therein. Landlord may, during the progress of
                    any work in the demised premises, take such necessary
                    materials and equipment into said premises with out the same
                    constituting an eviction nor shall the Tenant be entitled to
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                    any abatement of rent while such work is in progress for
                    reason of loss or interruption of business or otherwise.
                    Throughout the term hereof Landlord shall have the right to
                    enter the demised premises art reasonable hours for purpose
                    of showing same to potential purchasers or mortgages of the
                    building, and during the last 6 months of the term for the
                    purpose of showing the same to prospective tenants and may,
                    during said six months period place upon the premises the
                    usual notices "to let" and "for sale" which notices Tenant
                    shall permit to remain thereon with molestation. If Tenant
                    is not present to open and permit entry into the premises
                    Landlord and Landlord's agents may enter the same when ever
                    such entry may be necessary or permissible by master key or
                    forcible and provided reasonable care is exercised to
                    safeguard Tenant's property and such entry shall not render
                    Landlord or its agents liable therefore, nor in any event
                    shall the obligation of Tenant hereunder be affected. If
                    during the last month of this term Tenant shall have removed
                    all or substantially all of Tenant's property therefrom,
                    Landlord may immediately enter, alter, renovate or
                    redecorate the demised premises without limitation or
                    abatement of rent or incurring liability to Tenant for any
                    compensation and such act shall have no effect on this lease
                    or Tenant's obligations hereunder. Landlord shall have the
                    right at any time, without the same constituting an eviction
                    and without incurring liability to Tenant therefore to
                    change the arrangement and/or the location of public
                    entrances, passageways, doors, doorways, corridors,
                    elevators, stairs, toilets, or other public parts of the
                    building and to change the number of designation buy the
                    building may known. (See Rider)
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VAULT, VAULT SPACE, AREA:
                    14. No Vault, vault space or area, whether or not enclosed
                    or covered, not within the property line of the building is
                    leased hereunder, anything contained in or indicated on any
                    sketch blue print or plan, or anything contained elsewhere
                    in this lease to the contrary notwithstanding. 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 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.

OCCUPANCY:          15. Tenant will not at any time use or occupy the demised
                    premises in violation of the certificate of occupancy to
                    issued for the building of which the demised premises are a
                    part.

BANKRUPTCY:         16 (a) If at the date fixed as the commencement of the term
                    of this lease or if at any time during the term hereby
                    demised there shall be filed by or against Tenant in any
                    court pursuant to any statute either of the United States or
                    of any state, a petition in bankruptcy or insolvency or for
                    reorganization or for the appointment of a receiver or
                    trustee of all or a portion of Tenant's property, and within
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                    60 days thereof, Tenant fails to secure a dismissal thereof,
                    or if Tenant makes an assignment for the benefit of
                    creditors or petition for or enter into an arrangement, this
                    lease, at the option of Landlord, exercised within a
                    reasonable time after notice of the happening of any one or
                    more of such events, may be cancelled and terminated by
                    written notice to the Tenant (but if any of such events
                    occur prior to the commencement date, this lease shall be
                    ipso facto cancelled and terminated) and whether such
                    cancellation and termination occur prior to or during the
                    term, either Tenant nor any person claiming through or under
                    Tenant by virtue of any statute or of any order of any court
                    shall be entitled to possession of the remain in possession
                    of the premise demised but shall forthwith quit and
                    surrender the premise and landlord, in addition to the other
                    rights and remedies Landlord has by virtue of any other
                    provision herein or elsewhere in this lease contained or by
                    virtue of any statute or rule of law, may retain as
                    liquidated damages, any rent, security deposit or monies
                    received by him from Tenant or others in behalf of Tenant.
                    If this lease shall be assigned in accordance with its
                    terms, the provisions of this Article 16 shall be applicable
                    only to the party then owning Tenant's interest in this
                    lease. (b) It is stipulated and agreed that in the event of
                    the termination of this lease pursuant to (a) hereof,
                    Landlord shall forthwith, notwithstanding any other
                    provisions of this lease to the contrary, be entitled to
                    recover from Tenant as and for liquidated damages an amount
                    equal to the difference between the rent received hereunder
                    for the unexpired portion of the term demised and the fair
                    and reasonable rental value of the demised premises for the
                    same period. In the computation of such damages the

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                    difference between any installment of rent becoming due
                    hereunder after the date of termination and the fair and
                    reasonable rental value of the demised premises for the
                    period for which such installment was payable shall be
                    discounted to the date of termination at the rate of four
                    percent (4%) per annum. If such premises or any part thereof
                    be re-let by the Landlord for the unexpired term the said
                    lease, or any part thereof, before presentation of proof of
                    any such liquidated damages to any court, commission or
                    tribunal, the amount of rent reserved upon such re-letting
                    shall be deemed to be fair and reasonable rental value for
                    the part or the whole of the premises so re-let during the
                    term of the re-letting. Nothing herein contained shall limit
                    or prejudice the right of the landlord to prove for and
                    obtain as liquidated damages by reason of such termination,
                    an amount equal to the maximum amount allowed by any statute
                    or rule of law in effect in the time when and governing the
                    proceedings in which, such damages are to be proved, whether
                    or not such amount be greater, equal to, or less than the
                    amount of the difference referred to above.

DEFAULT             17. (1) If Tenant defaults in fulfilling any of the
                    covenants of this lease other than the covenants for the
                    payment of rent or additional rent; or it the demised
                    premises become vacant of deserted; or it the demised
                    premises are damaged by reason of negligence or carelessness
                    of Tenant its agents, employees or invitees; or if any
                    execution or attachment shall be issued against Tenant or
                    any of Tenant's property whereupon the demised premises or
                    if Tenant shall default with respect to any other lease
                    between landlord and Tenant; then, in any one or more of
                    such events, upon Landlord serving a written five (5) days
                    notice upon Tenant specifying the nature of said
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                    default and upon the expiration of said five (5) days, if
                    Tenant shall have failed to comply with such default, or if
                    the said default or omission complained of shall be of a
                    nature that the same can not be completely cured or remedied
                    within said five (5) day period, and if Tenant shall not
                    have diligently commenced curing such default within such
                    five (5) day period and shall not thereafter with reasonable
                    diligence and in good faith proceed to remedy or cure such
                    default then Landlord may serve a written three (3) day
                    notice of cancellation of this lease upon Tenant, and upon
                    the expiration of said three (3) days, this lease and the
                    term thereunder shall end and expire as fully and completely
                    as if the expiration of such three (3) day period were the
                    day herein definitively fixed for the end and expiration of
                    this lease and the tem thereof and Tenant shall then quit
                    and surrender the demised premises to Landlord and Tenant
                    shall remain liable as hereinafter provided.

                    (2) If the notice provided for in (1) hereof shall have been
                    given and the term shall expire as foresaid; or if Tenant
                    shall make default in payment of the rent reserved herein of
                    any item of additional rent herein mentioned or any part of
                    either or in making any other payment herein required; then
                    and in any of such events Landlord may with out notice,
                    re-enter the demised premises either by force or otherwise,
                    and dispossess Tenant by summary proceedings or otherwise
                    and the legal representative of Tenant or other occupant of
                    the dm and remove their effects and hold the premises as if
                    this lease had not been made, Tenant hereby waives the
                    service of notice of intention to re-enter or to institute
                    legal proceeding to that end. If Tenant shall make default
                    hereunder prior to the date fixed as the commenced of any
                    renewal or extension of this lease, Landlord may cancel and
                    terminate such renewal or extension agreement by written
                    notice.
<PAGE>

REMEDIES OF LANDLORD AND WAIVER OF REDEMPTION:
                    18. In case of any such default, re-entry expiration and/or
                    dispossess by summary proceeding or otherwise, (a) the rent
                    shall become due thereupon and shall become due thereupon
                    and be paid up to the time of such re-entry, dispossess
                    and/or expiration, together with such expenses as Landlord
                    may incur for legal expenses, attorney's fees, brokerage
                    and/or putting the demised premises in good order, or for
                    preparing the same for re-rental; (b) Landlord may re-let
                    the premises or any part or parts thereof either in the name
                    of the Landlord or otherwise for a term or terms, which may
                    at Landlord's option be less than or exceed the period which
                    would otherwise have constitute the balance of the term
                    under this lease and may grant concessions or free rent or
                    charge a higher rental than that in this lease, and/or (c)
                    Tenant or the legal representatives of Tenant shall also pay
                    Landlord as liquidated damages for the failure of Tenant to
                    observe and perform said covenants herein contained, any
                    deficiency between the rent hereby reserved and/or
                    covenanted to be paid and the net amount if any, of the
                    rents collected on behalf of the lease or leases of the
                    demised premises for each month of the period which
                    otherwise would have constituted the balance of the term of
                    this lease. The failure of Landlord to re-let the premises
                    or any parts or part thereof shall not release or affect
                    Tenant liability for damages. In computing such liquidated
                    damages there shall be added to the said deficiency such
                    expenses as Landlord may incur in connection with re-letting
                    such as legal expenses, attorneys' fees, brokerage
<PAGE>

                    advertising and for keeping the dm in good order or
                    preparing the same for re-letting. Any such liquidated
                    damages shall be paid in monthly installments by Tenant on
                    the rent day specified in this lease and any suit brought to
                    collect the amount of the deficiency for any month shall not
                    prejudice the rights of Landlord to collect the deficiency
                    for any subsequent month by a similar proceeding. Landlord,
                    in putting the demised premises in good order or preparing
                    the same for re-rental may, at Landlord option, make such
                    alterations, repairs, replacements, and/or decorations in
                    the demised premises as Landlord, in Landlord's sole
                    judgment, considers as advisable and necessary for the
                    purpose of re-letting the demised premises, and the making
                    of such alterations, repairs, replacements, and/or
                    decorations shall not operate or be construed to release
                    Tenant from liability hereunder as aforesaid.

FEES ANDEXPENSES:   19. If Tenant shall default in the observance of performance
                    of any term of covenant on Tenant's part to be observed or
                    performed under or by virtue of any of the terms or
                    provisions in any article of this lease, then, unless
                    otherwise provided elsewhere in this lease, Landlord may
                    immediately, or at any time thereafter and without notice
                    perform the obligation of Tenant thereunder and if Landlord
                    in connection therewith, or in connection with any default
                    by Tenant in the covenant to pay rent hereunder, makes any
                    expenditures or incurs any obligation for the payment of
                    money, including, but not limited to attorneys' fees, in
                    instituting, prosecuting or defending any action or
                    proceeding, such sums so paid or obligations incurred with
                    the interest and costs shall be deemed to be additional rent
                    hereunder and shall be paid by Tenant to Landlord within
<PAGE>

                    five (5) days of rendition of any bill or statement to
                    Tenant therefore, and f Tenant's lease term shall have
                    expired at the time of making such expenditures or incurring
                    such obligation, such sums shall be recoverable by Landlord
                    as damages.

NO REPRESENTATIONS BY LANDLORD:
                    20. Neither Landlord or Landlord's agents have made any
                    representations or promises with respect to the physical
                    condition of the building, the land upon which it is erected
                    or the demised premises, the rents, leases, hours of
                    operation or any other matter or thing regarding or related
                    to the premises except as herein expressly set forth and no
                    rights, easements or licenses are acquired by Tenant by
                    implication or otherwise except as expressly set forth in
                    the provisions of this lease. All understandings and
                    agreements heretofore made between the parties hereto are
                    merged in this contract which alone fully and completely
                    expresses the agreement between Landlord and Tenant and any
                    executory agreement hereafter made shall be ineffective to
                    change, modify, discharge or effect an abandonment of it in
                    whole or in part, unless such executory agreement is in
                    writing and signed by the party against whom enforcement of
                    the change, modification, discharge or abandonment is
                    sought.

END OF TERM:        21. Upon the expiration or other termination of the term of
                    this lease, Tenant shall quit and surrender to landlord the
                    demised premises, broom clean, in good order and condition,
                    ordinary wear excepted, and Tenant shall remove all its
                    property. Tenant's obligation to observe or perform this
                    covenant shall survive the expiration or other termination
                    of this lease. If the last day of the term of this lease or
                    any renewal thereof, falls on Sunday, this lease shall
<PAGE>

                    expire at noon on the proceeding Saturday unless it be a
                    legal holiday in which case it shall expire at noon the
                    preceding business day.

QUIET ENJOYMENT:    22. Landlord covenants and agrees with Tenant that upon
                    Tenant paying the rent and additional rent and observing and
                    performing all the terms, covenants and conditions, on
                    Tenant's part to be observed and performed, Tenant may
                    peaceably and quietly enjoy the premises hereby demised,
                    subject, nevertheless, to the terms and conditions of this
                    lease including, but not limited to, Article 33 hereof and
                    to the ground leases, underlying leases and mortgages
                    hereinbefore mentioned.

FAILURE TO GIVE POSSESSION:
                    23. If Landlord is unable to give possession of the demised
                    premises on date of the commencement of the term hereof
                    because of the holding-over or retention of possession of
                    any Tenant, under-tenant or occupants, or if the premises
                    are located in a building being constructed, because such
                    building has not been sufficiently completed to make the
                    premises ready for occupancy or because of the fact that a
                    certificate of occupancy has not been procured or for any
                    other reason, Landlord shall not be subject to any liability
                    for failure to give possession on said date and the validity
                    of the lease shall not be impaired under such circumstances,
                    nor shall the same be construed in any wise to extend the
                    term of this lease, but the rent payable hereunder shall be
                    abated (provided Tenant is not responsible for the inability
                    to obtain possession) until after Landlord shall have given
                    Tenant written notice that the premises are substantially
                    ready for Tenants occupancy. If permission is given to
                    Tenant to enter into possession of the demised premises or
<PAGE>

                    to occupy premises other than the demised premises prior to
                    the date specified as the commencement of the term of this
                    lease Tenant covenants and agrees that such occupancy shall
                    be deemed to be under all the terms, covenants, conditions
                    and provisions of this lease except as to the covenant to
                    pay rent. The provisions of this Article are intended to
                    constitute "an express provision to the contrary" within the
                    meaning of Sec 223-a of the New York Real Property Law.

NO WAIVER:          24. The failure of Landlord to seek redress for violation of
                    or to insist upon the strict performance of any covenant or
                    condition of this lease or of any of the Rules or
                    Regulations set forth or hereafter adopted by Landlord,
                    shall not prevent a subsequent act which would have
                    originally constituted a violation from having all the force
                    and effect of an original violation The receipt by Landlord
                    of rent with knowledge of the breach of any covenant of this
                    lease shall not be deemed a waiver or such breach and no
                    provision of this lease shall be deemed to have been waived
                    by Landlord unless such waiver be in writing signed by
                    Landlord. No payment by Tenant or receipt by Landlord of a
                    lesser amount than the monthly rent herein stipulated shall
                    be deemed to be other than on account of the earliest
                    stipulated rent, nor shall any endorsement or statement of
                    any check or any letter accompanying any check or payment as
                    rent be deemed an accord and satisfaction and 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. No act or thing done by
                    Landlord or Landlord's agents during the term hereby demised
                    shall be deemed an acceptance of a surrender of said
                    premises and no agreement to accept such surrender shall be
<PAGE>

                    valid unless in writing signed by landlord. No employee of
                    Landlord or Landlords agent shall have any power to accept
                    the keys of said premises prior to the termination of the
                    lease and the delivery of keys to any such agent or employee
                    shall not operate as a termination or the lease or a
                    surrender of the premises.

WAIVER OF TRAIL BY JURY:
                    25. It is mutually understood by and between Landlord and
                    Tenant that the respective parties hereto shall and they do
                    waive trial by jury in any action, proceeding, or
                    counterclaim brought by either of the parties hereto against
                    the other (except for personal injury or property damage) on
                    any matters whatsoever arising out of or in any way
                    connected with this lease, the relationship of Landlord and
                    Tenant, Tenants use of or occupancy of said premises, and
                    any emergency statutory or any other statutory remedy. It is
                    further mutually agreed that in the event Landlord commences
                    any summary proceeding for possession of the premises,
                    Tenant will not interpose any counterclaim of whatever
                    nature or description in any such proceeding.


INABILITY TO PERFORM:
                    26. This leas and the obligation of Tenant to pay rent
                    hereunder and to perform all of the other covenants and
                    agreements hereunder on part of Tenant to be performed shall
                    in no wise be affected, impaired or excused because landlord
                    is unable to fulfill any of its obligations under this lease
                    or to supply or is delayed in supplying any service
                    expressly or impliedly to be to be supplied is unable to
                    make or is delayed in making any repair, additions.
                    Alterations of decorations or is unable to supply of is
                    delayed in supplying any equipment of fixtures or Landlord
<PAGE>

                    is prevented of delayed from so doing by reason of strike of
                    labor trouble or any cause whatsoever including but not
                    limited to a National emergency of by reason of an rule,
                    order or regulation of any department or subdivision thereof
                    of any government agency or by reason of the conditions of
                    supply and demand which have been or are affected by war or
                    other emergency

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

SPRINKLERS:         29. See Rider

ELEVATORS, HEAT, CLEANING:
                    30. As long as Tenant is not in default under any of the
                    covenants of this lease Landlord shall: (a) provide
                    necessary elevator facilities on business days from 8 am to
                    6 pm and on Saturdays from 8 am to 1 pm (b) furnish heat to
                    demised premises when and as required by law, on business
<PAGE>

                    days from 8 am to 6 pm and on Saturdays from 8 am to 1 pm;
                    (c) at landlords expense cause to be kept clean the public
                    halls and public portions of the building which are used in
                    common by all tenants. Tenant shall at Tenant's expense keep
                    the demised premises clean and in good order to the
                    satisfaction of landlord and for that purpose shall employ
                    the person or persons, or corporation approved by Landlord.
                    Tenant shall pay Landlord the cost of removal of any of
                    Tenant's refuse and rubbish from the building. Bills for
                    same shall be rendered by Landlord to Tenant as additional
                    rent. Tenant shall, however have the option of independently
                    contracting for the removal of which rubbish and refuse and
                    rubbish in then event that Tenant does not wish to have same
                    done by the employees of landlord. Under such circumstances
                    however, the removal if such refuse and rubbish by others
                    shall be subject to such rules and regulations as in the
                    judgment of the Landlord are necessary for the proper
                    operation of the building. Landlord reserves the right to
                    stop service of heating, plumbing, electrical and systems
                    when necessary, by reason of accident or emergency or for
                    repairs when necessary, by reason of improvements, in the
                    judgment of the landlord desirable or necessary to be made,
                    until such repairs alterations, replacements or improvements
                    shall have been completed And Landlord shall have no
                    responsibility or liability for failure to supply heat,
                    elevator, plumbing and electrical services during said
                    period or when prevented from doing so doing by strikes,
                    accidents of by any cause beyond control or by laws, orders
                    or regulations of any Federal State or Municipal authority
                    or failure of coal, oil or other suitable fuel supply or
                    inability by exercise of reasonable diligence to obtain coal
                    oil other suitable fuel. If building in which demised
                    premises are a part supply manually operated elevator
                    service, Landlord may proceed with the alterations necessary
<PAGE>

                    to substitute automatic control elevator service upon
                    ten(10) days written notice to Tenant without on any way
                    affecting the obligations of Tenant hereunder provided that
                    the same shall be done with the minimum amount of
                    inconvenience to Tenant and Landlord pursues with due
                    diligence the completion of the alterations. (See Rider)

SECURITY            31. Tenant has deposited with Landlord the sum of $      as
                    security for the faithful performance and observance and by
                    Tenant of the terms, provisions and conditions of this
                    leas:; 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 may expend or may be required to expend
                    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 damage or deficiency in the re-letting
                    of the premises whether such damage or deficiency occurred
                    before or after summary proceeding or other reentry by
                    Landlord. In the event that Tenant shall fully and
                    faithfully comply with all of the terms, provisions,
                    covenants and conditions of this lease, the security shall
                    be return to Tenant 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 to the
                    new Landlord solely for the return of said security; and it
<PAGE>

                    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 assignees shall be bound by any such
                    assignment, encumbrance, attempted assignment or attempted
                    encumbrance. (See Rider)

CAPTIONS:           32. The Captions are inserted only as a matter of
                    convenience and for reference and in no way define, limit or
                    describe the scope of this lease nor the intent of any
                    provision thereof.

DEFINITIONS:        33. 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 said 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 and it shall be deemed an construed
                    without further agreement between the parties or their
                    successors in interest, or between the parties and the
                    purchaser at any such sale, or the said lease o the building
                    or of the land and building, that the purchase or the lease
                    of the building or of the land and building that the
                    purchaser or the lessee of the building has assumed and
                    agreed to carry out any and all covenants and obligations of
                    Landlord hereunder. The words Re-enter and re-entry as used
                    in this lease are not limited to their technical meanings.
                    The term business days as used in this lease shall exclude
<PAGE>

                    Saturdays (except such portion thereof as is covered by
                    specific hours in Article 30 hereof), Sundays and all days
                    observed by the State or Federal Government as legal
                    holidays and those designated as holidays by the applicable
                    building service union employees service union or by the
                    applicable Operating Engineers contract with regard to HVAC
                    services.

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

RULES AND REGULATIONS
                    35. Tenant and Tenant's servants, employees, agents,
                    visitors and licenses shall observe faithfully, and comply
                    strictly with, the Rules and Regulations and such other and
                    further reasonable Rules and Regulations as Landlord or
                    Landlord's agents may from time to time adopt. Notice of any
                    additional rules or regulations shall be given in such
                    manner as Landlord may elect. In case Tenant disputes the
                    reasonableness of any additional rule or regulation
                    hereafter made or adopted by Landlord or landlord's agents
                    the parties hereto agree to submit the question of the
                    reasonableness of such rule of regulation for decision to
                    the New York office of the American arbitration association,
                    whose determination shall be final and conclusive upon the
                    parties hereto. The right to dispute the reasonableness of

<PAGE>

                    any additional rule or regulation upon Tenant's part shall
                    be deemed waived unless the same shall be asserted by
                    service of notice in writing within ten(10) days after the
                    giving of notice thereof. Nothing in this lease contained
                    shall be construed to impose upon Landlord any duty or
                    obligation to enforce the rules and regulations or terms,
                    covenants, or conditions in any other lease, violation of
                    the same by any other tenant, servants, employees, agents
                    visitors or licensees.

GLASS:              36. Landlord shall replace at expense of Tenant any and all
                    plate or other glass damaged or broken from any cause
                    whatsoever in or about the demised premises. Landlord may
                    insure and keep insured at Tenant's expense all plate and
                    other glass in the demised premises for and in the name of
                    Landlord. Bills for the premiums therefore shall be rendered
                    by landlord to Tenant at such times when rendered and the
                    amount therefore shall be deemed to be and be paid as
                    additional rent.

SUCCESSORS AND ASSIGNS:
                    37. the covenants conditions and agreements contained in
                    this lease shall bid and insure to the benefit of Landlord
                    and tenant, and their heirs distributees executors
                    administrators successors and except as otherwise provided
                    in this lease, their assignees. See Rider

RIDER TO LEASE BETWEEN 444 REALTY COMPANY, AS LANDLORD, AND INTERBORO INSTITUTE,
INC., AS TENANT, DATED JULY , 1983.

38. The parties agree that wherever the terms, covenants, conditions and
provisions contained in the printed portion of the Lease shall be in conflict
with any of the terms, covenants and conditions contained in~ the clauses
contained in this Rider, commencing with paragraph 39 and continuing thereafter
until paragraph 68, the clause in the within Rider shall prevail.
<PAGE>

39 Increase In Reel Estate Taxes:

The parties hereto, recognizing the sharp increase in taxes and other expenses,
and anticipating the continuation to such pattern, desire to set forth a fair
and equitable method of defraying and absorbing such increases between landlord
and Tenant. Tenant therefore agrees to pay Landlord, as additional rent, Its
share of any such increase as follows:

A. As Used In This Article 39 The Following Definitions Shall Apply: .

1. "Taxes" as used herein shall mean the aggregate of the following items: (a)
real estate taxes, (b) assessments (including without limitation, assessments
for public improvements or benefits whether or not commenced or completed during
the term of this lease, which may be accessed, levied, confirmed, or imposed on
or in respect of, or be a lien upon, the land and/or the Building thereof on
which the Demised Premise, are a part and (e) any tax or assessment levied,
assessed or imposed against such land and/or Building or any other charge or
levy made by a taxing authority to the extent that the same shall be in lieu of
all or any portion of any item set forth herein.

2. "Base Year" shall mean the fiscal year commencing July 1,1984 and ending June
30, 1985

3. "Base Tax" shall mean the amount of Taxes, as finally determined, payable by
Landlord during the Base Year.

4. Tenant's "Proportionate. Share shall be 51% of any increase in Taxes over the
Taxes in the Base Year.

B. Tenant covenants end agrees to pay, in each and every fiscal year after the
base year, commencing July 1 and ending June 30 during the term or this lease
and any and all renewals, extensions, and modifications thereof, Tenant's
Proportionate Share.

C. Tenant's Proportionate Share shall be due and payable within ten (10) days
after Landlord shall have delivered to Tenant a statement setting: forth the
amount of Tenant's Proportionate Share and the basis therefore. Bills for such
Taxes shall be sufficient evidence of amount, for the purpose of calculating
Tenant's Proportionate Share. In the event Tenant fails to pay Tenant's
Proportionate Share when due the Landlord shall be entitled, with respect
thereto to any end all remedies to which Landlord may be entitled under this
lease for default in the payment of rent. The failure of Landlord to bill Tenant
for Tenant's Proportionate Share in any fiscal year shall not prejudice the
right of landlord to subsequently bill Tenant for such fiscal year or any
subsequent fiscal year.

D. In the event the Base Tax is reduced as a result of any appropriate
proceeding, such reduced liability as finally fixed shall be regarded as the
Base Tax and Landlord shall have the right to adjust the amount due from Tenant
in any year in which Tenant is or was obligated to pay Tenant's Proportionate
Share, and Tenant agrees to pay the amount of such adjustment on the rent
installment day next following receipt of a written statement from Landlord
setting forth the amount and basis of such adjustment. In the event Landlord
shall receive a refund of Taxes for any year during which Tenant has paid
Tenant's Proportionate share as above provided, the proceeds of such refund,
less legal fees and other expenses incurred in collecting the same, shall be
applied and allocated to the periods for which the refund was obtained and
appropriate adjustment shall be made between landlord and Tenant.
<PAGE>

E. With respect to any period at the expiration of the term of this lease which
shall constitute a partial fiscal year, Landlord's statement shall apportion the
amount due hereunder. The obligation or Tenant, with respect to Tenant's
Proportionate Share applicable for the last year of the term this lease, or part
thereof, shall survive the expiration, or sooner termination, of the term of
this lease.

F. If Tenant's obligation under this Section 35 shall exceed $5,000 for any tax
year, then during the following year, Tenant shall pay monthly, a sum to
Landlord 1/12 of the amount so charged. Such amounts shall he applied on account
of Tenant's obligation hereunder for the then current tax year.

G. Landlord has advised Tenant that the land and Building, of which the Demised
Premises are a part, constitute a portion of a larger tax lot. Until the land
and Building of which the Demised Premises are a part are separately assessed
the proportionate share of assessment for taxes for the land and the building of
which the Demised premises are a part shall be deemed 20.2% of the total for
said larger tax lot, i.e. 51% of 20.2% or 10:302% of the increase, for the said
larger tax lot. H. During the first five (5) years of the term hereof, Tenant
shall not be obligated to pay any portion of any increases in Taxes attributable
to, or assessed on account of, a sale, lease or other conveyance of the
Building, including, without limitation, a sale of the larger tax lot of which
the Building is a part.

40. Escalation Other Building Expenses:
In addition to the additional rent that may be payable by reason of the
escalation set forth in Article 39 hereof, Tenant covenants and agrees to pay
Landlord, without set-off or deduction, for each calendar year or portion
thereof during the term of this lease, further additional rent as set forth
below:

A. As used in this Article 40; the Following Definitions shall apply:

1. "Labor Rate": The rate of compensation of persons engaged in the general
maintenance and operation of the Building (herein referred to as "porters")
whether employed by Landlord or by an Independent contractor with whom Landlord
shall have contracted or may theretofore contract for such services, and there
shall be included in the determination of such Labor Rates the basic wage of
porters and matrons, hours of employment, social security taxes, unemployment
insurance, taxes payroll and other taxes lawfully imposed. If at any time during
the term at this lease porters or person now designated as porters are no longer
engaged in the general maintenance and operation at the Building, there shall be
substituted for the words porter or porters, appearing in this paragraph that
classification of employee engaged in the general maintenance and operation at
the Building most nearly comparable to the classification now designated as
porter or porters.

2. "Base Date": December 31, 1984.

3. "Computation Date": Any February 1st during the term at this lease subsequent
to the Base Date provided, however, that if Labor Rates for the year in which
such Computation Date falls are not fixed on or before such Computation Date,
<PAGE>

then and in such event the Computation Date shall be the first day of the first
month following the date on which Landlord or an association representing
Landlord or Its independent contractor enters into an agreement with the union
representing such porters fixing wage rates and benefits, etc.

4. "Tenant's Area": The parties agree that Tenant's Area is 25,000 square feet.

B. If, on any Computation Date during the term of this lease "Labor Rates" shall
be in excess of those in effect on the Base Date, Tenant shall pay for the
calendar year in which the Computation Date falls, an amount equal to the
product obtained by multiplying 18,750 by the number of cents (including any
fraction of a cent) of such excess of Labor Rates over the Labor Rates in effect
on the Base Date.

C. On or after each Computation Date during the term of this lease, Landlord
shall render to Tenant a statement (referred to as "Landlord's Labor Statement")
containing a computation of any additional rent payable by Tenant by reason of
an increase In Labor Rates for the calendar year in which such Computation Date
falls. With respect to any period at the expiration of the term of this lease
which shall constitute a partial calendar year, Landlord's Labor Statement shall
apportion the amount of such increase. The obligation of Tenant in respect to
such increase applicable to the last calendar year and/or partial calendar year
of the term of this lease shall survive the expiration of said term. In the
event Tenant fails to pay the amount shown on Landlord's Labor Statement when
due, then Landlord shall be entitled, with respect thereto, to any and all
remedies to which Landlord may be entitled under this lease for default in the
payment of rent. The failure of Landlord to render a Landlord's Labor Statement
under the provisions of this paragraph shall not prejudice the right of Landlord
to thereafter render said statement for such calendar year or any subsequent
calendar years.

D. Any additional rent shown upon Landlord's Labor Statement as aforesaid shall
be payable by Tenant on the first day of the first month after the date of
delivery of such Landlord's Labor Statement.

E. If Tenant's obligation under this Section 36 shall exceed $5,000 for any
calendar year, then during the following year, Tenant shall pay monthly a sum
equal to 1/12 of the amount so charged. Such amounts shall be applied on account
of Tenant's obligation hereunder for the then current tax Year.

41. Tenant's installations:

Not withstanding anything hereinbefore contained to the contrary, provided
Tenant complies with all of the laws, orders, rules and regulations of the
governmental authorities and the Fire Insurance Rating Organization having
jurisdiction thereof and the local Board of Fire Underwriters, or any other
similar body, and provided further, Tenant is not in default under any of the
terms, covenants and conditions of this lease. Tenant shall have the right, at
its own cost and expense, to install such machinery, equipment and fixtures as
may be required for the proper conduct of Tenant's business, except that
Landlord's, prior consent shall be required for any installation requiring
structural alteration or changes to the Demised Premises. Subject to the

<PAGE>

provisions of this Article, any and all movable machinery, equipment and
fixtures installed by Tenant (sometimes herein referred to as Tenant's
Property") shall remain personality notwithstanding the fact that it maybe
affixed or attached to the realty, and shall during the term of this lease or
any extension or renewal thereof belong to and be removable by Tenant, provided
that if Tenant shall remove said installations prior to the expiration of such
term or the sooner termination thereof, Tenant shall repair any damage caused by
said removal and shall deliver the Demised Premises to Landlord in the same
condition as upon the commencement of the term hereof, reasonable wear and tear
excepted. Prior to the expiration of the term or sooner termination thereof,
Tenant shall at its own cost and expense remove from the Demised Premises all of
Tenant's Property except such items thereof as Tenant shall have expressly
agreed in writing with Landlord are to remain and to become the property of
Landlord, and Tenant shall repair any damage to the Demised Premises resulting
from such removal. Any property of Tenant not removed at the expiration or
sooner termination of the lease shall be deemed abandoned and surrendered to
Landlord without cost or liability to Landlord.

Machinery, fixtures, chattels or equipment, if any, furnished or installed by
Tenant the cost of which is to be borne by Landlord, shall become the property
of Landlord upon payment therefore by Landlord or reimbursement of Tenant by
Landlord, as the case may be, and shall not be removed by Tenant. Tenant's
obligations under this Article shall survive, the expiration or sooner
termination of the term hereof.

42.  Public Areas Electric Service

Notwithstanding anything to the contrary contained herein, the Tenant shall not
be required to pay for any electricity provided for, used or consumed for the
purpose of operating elevators or any basic building mechanical function such as
the operation of elevators, providing lighting for the stairways and stairwells
and public halls.

43. Indemnity-Liability Insurance

Tenant agrees to indemnify, and save Landlord harmless against and from any and
all claims by or on behalf of any person or persons, firm or firms, corporation
or corporations, arising from any, work or thing whatsoever done by or on behalf
of Tenant in or about the demised premises and will further indemnify and save
Landlord harmless against and from any and all claims arising from any breach or
default on the part of Tenant in the performance of any covenant or agreement on
the part of Tenant to be performed, pursuant to the terms of this lease, or
arising from any act or negligence of Tenant, or any of its agents,
contractors~, servants, employees or licensees and from and against all costs,
reasonable counsel fees, expenses and liabilities, incurred in or about any such
claim 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, covenants to resist or defend at Tenant's expense, such
action or proceeding by counsel reasonably satisfactory to Landlord.

Tenant covenants to provide on or before the commencement date of the term
hereof and to keep in force during the term hereof for the benefit of Landlord
and Tenant a comprehensive policy of liability Insurance protecting Landlord and
Tenant against any liability whatsoever occasioned by accident on or about the
<PAGE>

Demised Premises or any appurtenances thereto. Such policy is to be written by
good and solvent insurance companies satisfactory to Landlord, and the limit of
liability thereunder shall not be less than the amount of Five Hundred Thousand
($500,000.00) Dollars in respect of any one person, in the amount of One Million
($l, 000,000.00) Dollars-in respect of any one accident, and in the amount of
Twenty-Five Thousand ($25,000.00) Dollars-respect of property damages. Such
insurance may be carried under a blanket policy covering the Demised Premises
and other locations of Tenant, if any. Prior to the time such Insurance is first
required to be carried by Tenant and thereafter at least fifteen (15) days prior
to the expiration of any such policy, Tenant agrees to deliver to Landlord
either a duplicate original of the aforesaid policy or a certificate evidencing
such Insurance may not be cancelled except upon ten (10) days' notice to
Landlord, together with evidence of payment for the policy. Tenant's failure to
provide and keep in force the aforementioned insurance shall be regarded as a
material default hereunder, entitling Landlord to exercise any or all of the
remedies as provided in this lease in the event of Tenant's default.

44. Tenant's Certificate:
Tenant shall, without charge, at any time and from time to time, within ten (10)
days after request by landlord, certify by written instrument, duly executed,
acknowledged and delivered to any mortgagee, assignee of any mortgage or
purchaser or any proposed mortgagee, assignee of any mortgage~ or purchaser, or
any other person, firm or corporation specified by Landlord:

a) that this lease is unmodified and in full force and effect (or, if there has
been modification, that the same is in full force and effect as modified and
stating the modifications);

(b) Whether or not there are then existing any set-offs or defenses against the
enforcement of any of the agreements, terms, covenants or condition hereof upon
the part of Tenant to be performed or complied with (and, if so, specifying the
same); and (c) the dates, if any, to which the rental and other charges
hereunder have been paid in advance.

45. Modification for Mortgages:

If, in connection with obtaining financing or refinancing for the Building of
which the Demised Premises form a part, a banking, Insurance or other
institution lender shall request reasonable modifications to this lease as a
condition to such financing or refinancing, Tenant will not unreasonably
withhold delay, or defer is consent thereto, provided that such modifications do
not increase the obligations of Tenant hereunder (except perhaps, to the extent
that Tenant may be required to give notice of any defaults by Landlord to such
lender and or permit the curing of such defaults by such lender together with
the granting of such additional time for such curing as may be required for such
lender to get possession of the said building) or materially adversely affect
the leasehold interest hereby created.

46. Brokers:
Landlord and Tenant represent and warrant that they have dealt with no brokers
except Cushman & Wakefield and Aegis Properties (Tenant having dealt with Aegis
only) (said brokers are hereinafter collectively the Brokers) in connection with
<PAGE>

the execution of this Lease or the showing of the Demised Premises to Tenant and
each party agrees to hold and save the other harmless from and against any and
all liabilities from any other claims of any Broker (including without
limitation, the cost of counsel fees in connection with the defense of any such
claims) except the Brokers. Landlord shall pay both Brokers per separate
agreements, and shall indemnify Tenant from any claims from said Brokers.

47  As-Is Condition:

Landlords sole work requirement is as in this lease specified only, including
without limitation the work specified in Schedule A annexed.

48. Exculpatory Clause:
If the Landlord or any Successor in interest be an individual, joint venture,
tenancy in common, co-partnership, unincorporated association, or other
unincorporated aggregate of individuals or a corporation (all of which are
referred to below, individually and collectively, as a "landlord entity). Then
anything elsewhere to the contrary notwithstanding, Tenant shall look solely to
the estate and property of such landlord entity in the land and Building of
which the Demised Premises are a part, for the satisfaction of Tenant's
remedies, for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord in the event of any default or breach by
Landlord with respect to any of the terms, covenants and conditions of the lease
to be observed and/or performed by Landlord, and no other property or assets of
such landlord entity shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies.

49. Air Conditioning

So long as Tenant shall have duly kept and performed all of the terms,
conditions, covenants and agreements and provisions to be kept and performed by
Tenant under this Lease, Tenant shall be permitted to use the air conditioning
package system Landlord is installing on the floors demised to the Tenant herein
with the understanding that the Landlord agrees, at its sole cost and expense to
do all the direct work necessary to bring the air conditioning to the demised
premises.

Tenant shall be required to pay for any and all electricity required and used in
the operation of such air conditioning equipment.

The Tenant shall be and is required to properly maintain and repair such air
conditioner and air conditioning equipment at its sole cost and expense. To
ensure proper servicing and repair, Tenant shall notify the Landlord of an air
conditioning service contractor or service organization with which it proposes
to contract to service and repair the said air conditioning equipment and
procure the approval of the Landlord for any such service organization with whom
Tenant eventually executes such service agreement for the repair and maintenance
of such air conditioner and equipment.

It is agreed that the air conditioning equipment shall be deemed to be operating
in a satisfactory manner if when the outside temperature is 95 degrees
Fahrenheit, the inside temperature is 76 degrees Fahrenheit, dry Bulb SORB.
<PAGE>

Replacements required by the air conditioner service organization to make
ordinary repairs, and in the course of ordinary repairs, will be paid for by the
Tenant. If the air conditioner fails to function because of a need for a total
replacement, or replacement parts that may be equal to the then value of the air
conditioner, same shall be replaced at the cost of the Landlord.

50.
A. "Tenant agrees that if by reason of default on the part of Landlord herein,
under any ground or underlying lease or any leasehold mortgage affecting
Landlord's interest (as ground lease), a ground or underlying lessor or a
leasehold mortgagee shall enter into and become possessed of the real property
of which the Demised Premises for a part, or any part or parts of such real
property, either through possession or foreclosure, action or proceedings, or
through the issuance and delivery of a new lease of the Premises covered by the
ground or underlying lease to said leasehold mortgagee, then, if this lease is
in full force and effect at such time, Tenant shall attorn to such lessor or
such leasehold mortgagee as its Landlord; and in such event, such lessor or
leasehold mortgagee shall not be liable to Tenant for any defaults theretofore
committed by Landlord and no such default shall give rise to any rights of
offset or deduction against the rents payable under this Lease.

B. The provisions for attornment hereinbefore set forth shall not require the
execution of any further instrument. However, if any such lessor or mortgagee to
which Tenant agrees to attorn, as aforesaid, reasonably requests a further
instrument expressing such attornment, Tenant agrees to execute the same
promptly and If Tenant fails so to do, Tenant hereby appoints Landlord Tenant's
attorney-in fact to execute any such instrument for and on behalf of Tenant.

51. Assignment and subletting
     A. Notwithstanding anything to the contrary contained in Article 11 of this
lease, Tenant may not sublet the demised premises "without Landlord's prior
written consent, which consent shall not be unreasonably withheld, provided:

(i) There shall not be more then one (1) subtenant at any one time;
(ii) A copy of any proposed sublease shall be submitted to Landlord at least
twenty (20) days prior to the effective date thereof;
(iii) The sublease must provide that the same is subject and subordinate to all
of the terms and conditions of this lease,
(iv) The subtenant is a reputable party of reasonable financial worth
considering the responsibilities involved and Tenant shall have provided
Landlord with reasonable proof thereof;
(v) No subletting shall relieve Tenant of its obligations or liabilities
hereunder or shall be deemed a consent to a further subletting;
(vi) Tenant shall not then be in default under any of the terms, covenant,
provisions, agreement or conditions of this lease.
(vii) The proposed subtenant shall not be a then existing Tenant or occupant of
the building of which the demised premises are a part;
<PAGE>

(viii) Tenant shall pay as additional rent the reasonable cost of Landlord's
attorney's fees in connection with each such subletting.

Anything to the contrary hereinbefore contained notwithstanding, should Tenant
desire to sublet all or any portion of the demised premises, it shall give
written notice (which notice shall specify the area proposed to the sublet and
the effective date of such subletting) of its intention to do so to Landlord
sixty (60) days, or more, before the effective date of such proposed subletting,
and Landlord may, at any time within thirty (30) days after receipt of such
notice from Tenant, cancel this lease with respect to the area proposed to be
sublet by giving Tenant written notice of its intention to do so, in which event
such cancellation shall become effective on the effective date of such proposed
subletting, with the same force and effect as if such cancellation date were the
date originally set forth as the expiration date of the term of this lease and
the annual rental rate herein shall be adjusted proportionately.

     B. Anything to the contrary contained in Article 11 herein notwithstanding,
Tenant may not assign its interest in this lease without Landlord's prior
written consent, which consent shall not be unreasonably withheld, provided: (i)
a true copy of such assignment shall be submitted to Landlord prior to the
execution and delivery thereof; under any of the terms, covenants, provisions,
agreements or conditions of this lease;

(iii) .. prior to the effective date of the proposed assignment, an agreement in
form and substance satisfactory to Landlord whereby such assignee agree to be
bound by and upon all of the covenants, agreements, terms, provisions and
conditions set forth in this lease on the part of Tenant to be performed;

(iv) the assignee is a reputable party of reasonable financial worth considering
the responsibilities involved and Tenant. shall have provided Landlord with
reasonable proof thereof;

(v) the assignee shall not be a then existing Tenant or occupant of the Building
of which the demised premises are a part.

Anything to the contrary hereinbefore contained notwithstanding should Tenant
desire to assign this lease pursuant to paragraph B, it shall give written
notice (which notice shall specify the effective date of such assignment) of its
intention to do so to landlord sixty (60) days, or more, before the effective
date of such proposed assignment, and Landlord may at any time within thirty
(30) days after receipt of such notice from Tenant, cancel this lease by giving
Tenant written notice of its intention to do so, in which event such
cancellation shall become effective on the effect date of such proposed
assignment with the same force and effect as if said cancellation date were the
date set forth as the expiration date originally set forth as the expiration
date of the term of this lease.

C. It is expressly understood and agreed that there shall be no further
subletting or assignment unless the same are in strict compliance with Article
11 and this Article 16.

52. Tenant's Covenants:

The Tenant will take good care of the demised premises, its fixtures, equipment
and appurtenances and all alterations, additions and improvements thereto suffer
<PAGE>

no waste or injury thereto; make all repairs in and about the same except to
pipes, wires, and conduits for the building which pass through the demised
premises and except heating coils not in the Demised Premises necessary to
preserve them in good working order and condition, promptly pay the expense of
such repairs and will not call upon the Landlord for any expenditure for repairs
or improvements during the entire term of this Lease. Other than for Landlord's
work requirement herein specified, the Tenant will comply, at Tenant's expense
with all laws orders, ordinances and regulations applicable to the demised
premises or to the Tenant's occupation thereof, of the Federal, State, County
and Municipal authorities and of each and every department bureau and official
thereof and with the direction of any public office or officer pursuant to law,
which shall impose any duty upon Landlord or the Tenant with respect to the
demised premises or the use and occupation thereof, and shall comply with all
rules, orders and regulations of the York Board of Fire Underwriters or any
similar body applicable to the demised premises as well as of any insurer under
a policy affecting said demised premises. The Tenant will indemnify and save
harmless the Landlord from and against any and all liability, penalties, fines,
damages, expenses and judgments including reasonable counsel fees, arising from
injury to persons or property of any nature or extent occasioned wholly or in
part by any act or acts, omission or omissions, of the Tenant or of the
employees, guests, licensees, agents, assigns, or under-Tenant's of the Tenant
and also for any matter or thing growing out of the use or occupation by the
Tenant of the demised premises or of its streets, sidewalks, vaults adjacent
thereto during said term, and if any such penalties, fines, damages, expenses
and judgments including counsel fees are paid by the Landlord each sum so paid
shall be shall be due and due and payable by the Tenant as additional rent
hereunder. The Tenant will permit the Landlord at all times during usual
business hours to enter the demised premises for the purpose of inspection;
permit the Landlord to make repairs alterations and improvements to all parts of
the building, and to comply with all orders and requirements of any governmental
authority applicable to said building when authorized by Landlord or Landlord's
agent, to enter the demised premises to make or facilitate such repairs.

Landlord will repair structural and exterior portions of the Building and
Premises, on reasonable notice, except for: those items of repairs caused by
Tenant (its agents servants, employees or invitees), which shall be the
obligation of the Tenant; and as provided in Article 9 hereof. Landlord shall
indemnify and hold Tenant harmless from and against any and all liability,
penalties, fines, damages, expenses and judgments (including reasonable counsel
fees) arising from injury to persons or property due, in whole or in part to
Landlord's (or its agents, servants or employees) failure to comply with its
obligations hereunder.

53.  Premises - Landlord's Work

Tenant has agreed to accept the Demised Premises "As Is", except that Landlord:
shall complete and perform, at its sole cost and expense, the work identified on
Exhibit "A" annexed thereto and made a part hereof. Landlord agrees to
diligently complete such work. Landlord shall send written notification to
Tenant advising Tenant when Landlord deems its work to have been completed.
Tenant shall have a thirty (30) day period to examine the Demised Premises and
<PAGE>

confirm whether or not such work has been completed. If Tenant shall not notify
Landlord in writing within said thirty (30) day period of any manner in which
such work shall be incomplete, then Tenant shall be deemed to have confirmed
such statement. If Tenant shall claim that such work has not been completed, it
shall specify the manner in which such work is not completed and further,
whether or not such portion of the work as shall be incomplete shall be deemed
"substantial" by Tenant. Substantial as used herein shall mean that such work as
is incomplete, excluding minor punch items that do not prevent Tenant's use and
occupancy of the premises for the purposes authorized under this lease If it is
claimed by Tenant that the in complete work is "substantial" and this is
disputed by the Landlord, then and in such event, Landlord's and Tenant's
architect shall meet on three (3) days notice from either the Landlord or Tenant
herein, and they shall determine what work is substantially incomplete as
claimed by the Tenant, and the determination of said architects, which shall be
as reasonable and objective as possible, as to which items of work are
substantially incomplete and what remains to be done to render the same
substantially complete shall be conclusive. If any work of the Landlord is not
fully completed at the time of the commencement of the Lease to the extent that
there may be minor or small items or esthetic or cosmetic work to be done (of
which the Landlord is notified by the Tenant at the commencement of the Lease)
the Landlord shall diligently prosecute and proceed with such work until the
same is completed. I-~\ : .~:

The lease term shall commence on the sooner of (a) the date that Tenant occupies
the premises or the conduct of its business thereat or (b) thirty (30) days
after the date of substantial completion of the premises. Promptly upon the
determination of the substantial completion date, the parties shall execute and
exchange an agreement confirming the commencement and expiration date of the
term.

Landlord represents that on the basis of its present work schedule and
contractual commitments that its work should be completed on or about November
15, 1983. If, however, such work is not completed by December 15,1983, then the
Landlord shall pay, as liquidated damages the sum of $333 per day from December
15,1983 until the demised premises are delivered to the Tenant.

54. Savings Provision:

If any provision of this Lease, or its application to any situation shall be
invalid or unenforceable to any extent, the remainder of this Lease, or the
application thereof to situations other than that as to which it is invalid or
unenforceable, shall not be affected thereby, and every provision of this Lease
shall be valid and enforceable .to the fullest extent permitted by law.

55. Lease Not Binding Unless Executed:
Submission by Landlord of the within Lease for execution by Tenant, shall confer
no rights nor impose any obligations on either party unless and until both
Landlord and Tenant shall have executed this Lease and duplicate originals shall
have been delivered to the respective parties.

56. Entire Agreement:
<PAGE>

No earlier statement or prior written matter shall have any force or effect.
Tenant agrees that it is not relying on any representations or agreements other
than those contained in this Lease. This agreement shall not be modified or
cancelled except by writing subscribed by all the parties.

57. Late payment Clause.
It is agreed that the rental under the within lease is due and payable in equal
monthly installments in advance in the first day of each month during the entire
lease term. In the event that any monthly installments of rent or any other
payment required as additional rent under the terms and conditions of this lease
is more than ten (10) days late, then the Landlord shall be entitled to a late
charge of $.015 for each dollar overdue which may be charged by the Landlord for
each month or fraction of each month from its due date until the same is paid.
Tenant recognizes that the said charge is imposed for the purpose of defraying
the added expense incurred in handling delinquent payments.

58. This paragraph is a modification and supplement to printed portions of this
Lease (if there are any inconsistencies between the printed portions and the
following provisions of this Section 55, then this Section 55 shall control):
a.
Article 3 shall be deemed modified as follows:

Landlord's consent shall not be required with respect to non-structural interior
alterations or renovations costing in anyone instance less than $10,000. Tenant
agrees that it shall give prior notice to Landlord of any proposed alteration or
renovation whether or not Landlord's consent is required. Landlord agrees that
its consent shall not be unreasonably or untimely withheld. The 3D day bonding
requirement in the last sentence of the printed Article 3 is subject to the
proviso that such bonding shall, in any event, occur prior to the foreclosure of
any such lien.

b. As to paragraph 13, Landlord agrees that its rights thereunder shall be
exercised in such manner so as to minimize, as far as practicable, any and all
interference with Tenant's use and Occupancy of the demised premises, and
further that Landlord's rights to place pipes, conduits, etc. through the
demised premises shall only be exercised if (and only to the extent) required to
comply with governmental laws, ordinances, rules, regulations or recommendations
of the local Board of Fire Underwriters or to perform necessary repairs or
improvements to the demised premises or the Building.

c. Notwithstanding the provisions of paragraph 7, this lease shall be subject
and subordinate only to first mortgages and ground leases provided that such
mortgagee shall agree, in substance, that Tenant's rights herein shall not be
disturbed by reason of the default by Landlord under such mortgage (hereinafter
a "Qualified Mortgages"). Tenant's failure to promptly execute and return an
appropriate subordination-non-disturbance agreement, within 15 days, shall be
deemed a default hereunder.

d. As to Article 9, Landlord represents that it shall carry fire and casualty
insurance in an amount not less than 80% of the cost of the Building, exclusive
<PAGE>

of footings and foundations. Further, if pursuant to Article 9, rent and other
charges shall abate with respect to all or any portion of the demised premises,
then such rent and other charges shall be reinstated on the Sooner of 60 days
after Landlord has completed the restoration as required, or Tenant uses the
demised premises or portion thereof.

e. As to Article 10, it is agreed that Tenant shall be permitted to file a
separate claim for the unexpired portion of its lease, provided however, that
such claim shall not either reduce or impede the award or claim of a Qualified
Mortgagee, nor be in an amount in excess of 15% of the value of the Building.

f. With respect to Article 15, in addition to Landlord's obligation as elsewhere
provided, Landlord covenants and agrees that at such time as the demised
premises are tendered to Tenant for Tenant's occupancy, that the premises shall
be in conformity with all applicable Building codes, laws, fire codes and any
other governmental laws and/or ordinances, including, without limitation, local
law 15 lf and to the extent applicable.

g. With respect to Article 16, Landlord agrees that it shall not terminate this
lease by reason of the bankruptcy or insolvency of Tenant provided that Tenant
is not otherwise in default under the terms of this Lease.

h. Notwithstanding the printed portions of Article 17, it is agreed that Tenant
shall have a period of 10 days to cure monetary defaults (after notice) and a
period of 30 days for all other defaults, except for those defaults which are of
a nature that cannot be cured within 30 days, and as to those defaults, Tenant
shall be required to commence such curing within 30 days and thereafter to
diligently prosecute their curing until completion.

i. With respect to paragraph 19, Landlord agrees not to exercise its rights of
self-help except either in the event of any emergency, or unless Tenant fails to
cure such default within 15 days after written notice. "

j. With respect to paragraph 25, Tenant's waiver of its right to a jury trial
shall be applicable only with respect to an action commenced by Landlord for
possession of the premises for nonpayment of rent or additional rent.

k. With respect to paragraph 26, Tenant's performance hereunder shall be subject
to reasonable delay for unanticipated reasons beyond its control, except that
lack of funds or inability to pay shall not be considered as an event or
condition beyond Tenant's control.

l. With respect to paragraph 28, Tenant shall only be responsible for water
charges in connection with any uses by Tenant of water beyond normal lavatory or
drinking purposes.

m. With respect to paragraph 29, Tenant shall not be responsible for the initial
installation of sprinklers and/or standpipes, if presently required in
connection with the obtaining of a certificate of occupancy for its use of
premises as a school as permitted hereunder. However, if such system shall
<PAGE>

hereafter be required, then Tenant shall be responsible for all costs and
expenses of installing the same in the demised premises. If a sprinkler system
is installed, then Tenant shall pay Landlord monthly in advance for its pro-rata
share of the maintenance of such sprinklers based upon the ratio of the square
footage so serviced.

59.
Mechanics Liens
To the extent that Tenant causes any work to be done in, on or upon the demised
premises, Tenant shall keep the premises free and clear of any mechanics liens
or notices of mechanics liens arising out of disputes between the Tenant and its
laborers, workers, contractors, subcontractors and/or suppliers or materialmen.
In the event any such liens are filed against the demised premises, the Tenant
shall cause such liens to be paid or discharged by court order or bonded within
period of thirty (30) days. On Tenant's failure to make any and all applications
or to do any and all work required to bond or discharge the said liens, and
Landlord shall be entitled to recover all- its incurred costs and expenses from
the Tenant as additional rent during the month immediately following the
Landlord's having incurred such expenses a disbursements. The Landlord shall
have the additional or alternate remedy to compel the Tenant to cause all such
liens to be discharged by payment or bonding through an action for specific
performance in the Court of appropriate jurisdiction, and in such event Landlord
will be entitled to recover from the Tenant reimbursement for all legal fees and
court costs incurred.

60. Landlord and Tenant agree that the demised premises shall be available for
Tenant's use 'from 8:00 am to 9:30 pm on Mondays through Fridays and from 8:00
am to 1:00 pm. on Saturdays. Accordingly, Building services, including heating,
shall be available during such hours.

61. So long as Tenant elects to provide such service, Landlord agrees to pay
one-half of Tenant's payroll cost of providing, during the Building hours set
forth in Paragraph 57, a security guard or a series of security guards (e.g.
only one guard shall be on duty at anyone time) so that the Building, its
tenants, occupants and improvements shall have the benefit of such security
service. Tenant shall employ its students as such guards and shall, monthly in
advance, bill one-half of the cost thereof. Tenant agrees that the cost shall
not exceed the costs that such guards are otherwise generally available for in
the area.

62. Landlord agrees that the certificate of occupancy for the demised premises
shall, at the commencement of the term, permit the use of the demised premises
specified in Article 2.

63. Landlord agrees that the remainder of the Building of which the demised
premises are a part shall not be leased to any business or trade school which
shall offer the same' (or substantially the same) course of study as afforded by
Tenant. This restriction shall not apply should John Jay College, which occupies
the adjoining building, wish to expand all or any portion of its facility into
all or any portion of the Building.

64. In order to induce Tenant to enter into this Lease, Landlord has agreed that
Tenant may place a single brass plaque on the exterior of the Building reading
"Interboro Institute" which plaque shall not exceed inches by inches in a place
to be agreed upon by the parties. This agreement shall not be deemed an
agreement to name the Building, nor preclude Landlord from permitting other
Tenant's signs or plaques to be placed on the exterior of the Building.
<PAGE>

65. Landlord agrees that wherever its consent is provided for herein that such
consent shall not be unreasonably withheld or delayed. This provision shall not
be applicable with respect to assignments or sub-lettings.

66. Stairway: The demised premises include the right to use (in common with the
other tenants of the Building and the Tenant in the building adjoining the
Building) the fire stairwell to the south of the demised premises for emergency
exit use only. Said stairway shall not be used by Tenant or its students for
floor to floor access, and its doors will be alarmed. Landlord understands that
the continued use of such stairway is essential to Tenant's lawful use of the
demised premises. Landlord covenants and agrees to use diligent efforts to
procure a non-disturbance agreement from the holder of the first mortgage
encumbering the building adjoining the Building to agree that in the event of a
foreclosure of its mortgage, Tenant's continued right to the use of such
stairway shall not be interfered with. Tenant recognizes that the Building of
which the demised premises form a part are not encumbered by said mortgage and
that the terms of said mortgage are favorable to the Landlord in view of present
interest rates. Accordingly, there is a high probability that such
non-disturbance will not be granted. In the event that Tenant's continued use of
said stairway shall be interfered with, for any reason (including a foreclosure
of such mortgage, condemnation, casualty or otherwise), Landlord covenants and
agrees that it shall at its expense, construct a replacement stairway in manner
and location reasonably acceptable to Tenant. Should Landlord fail to timely
commence such construction and pursue the construction with due diligence, then
Tenant shall and is hereby granted the right to so construct such replacement
stairway at Landlord's cost and expense. Should Landlord fail to timely pay for
such construction and pursue the construction with due diligence, then, Tenant
shall have the right to offset and deduct from the fixed minimum rent and other
charges due hereunder, the full amount of such construction plus interest
computed from the date of such expenditure at 12% per annum. If the term of this
lease shall be insufficient to permit such recoupment, then the term shall be
automatically extended for the period of time so as to permit such recoupment.
In order to give notice of Tenant's rights hereunder, a memorandum of this lease
shall be recorded which shall set forth the provisions hereof and any such
confirmation or grant required or permitted by any lawful authority shall be
duly executed and filed by the Landlord. Such memorandum shall include a legal
description of the land upon which the Building is situated as well as the land
upon which said adjoining building is situated. If any of Tenant's space is lost
by reason of the construction of such replacement stairway, then the annual rent
shall be reduced by the product obtained by multiplying the square feet area
lost by $13: and the figure of 18,750 set forth in Section 39(b) shall be
reduced by 75% of such number of square feet lost.

67. To ensure Landlord's ability to comply with the above paragraph 66, all new
leases made with new tenants for space in the building herein will provide for
and receive the right of the Landlord herein pr any successor to install a
replacement stairway or secondary stairway in the building at any time the
Landlord deems it necessary in its discretion to do so.
<PAGE>

68. Security:
Tenant has, on execution and exchange of this Lease, deposited with Landlord an
irrevocable Letter of Credit issued by a commercial bank licensed to transact
the banking business in the State of New York, in the amount of $650,000, which
shall expire on December 1, 1985, e.g. such security shall be posted for the
first two (2) years of the term only. The Letter of Credit shall be drawable
upon by Landlord, at any time that Tenant is in default under the terms of this
Lease (after notice and after any applicable grace period), the proceeds of
which shall be used to cure Tenant's monetary default or for Landlord's costs of
curing a non-monetary default. Such Letter of Credit shall be able to be drawn
solely by a sight draft in the amount of such default, and/or the cost to cure
such default, together with an affidavit signed by Landlord certifying that a
default has occurred and Landlord's expenses and/or damages are as a consequence
of thereof.


SCHEDULE A
TO LEASE WITH INTERBORO INSTITUTE, INC.
Schedule A consists of outline specifications and two (2) drawings prepared by
Irving J. Hirshman, Architect, dated May 23, 1983, which specifications have
been modified as annexed. For identification purposes, a copy of a portion of
one of the two drawings is annexed.

SCHEDULE A
INTERBORO INSTITUTE
OUTLINE SPECIFICATIONS
Interior walls of classroom to be paint finished.
Interior walls of one (1)executive office only to be paneled.
All corridor walls to have 6' high Wainscote of "marlite" or other approved wall
covering.
Existing masonry exterior walls are not furred or covered except said exterior
walls are to be smoothed and painted.
All other walls may be paint finished.
All doors into classrooms and laboratories shall be hollow metal, with 24" x 30"
vision lite. All other doors may be flush type, all with appropriate hardware.
Finished flooring throughout may be l/8" thick vinyl asbestos in corridors and
3/32" thick in the classrooms with 4" high rubber base.
Floors in public toilets shall be suitably finished.
Ceilings throughout may be suspended acoustic tile,
with a 10' clear height, except where structurally impracticable.
Electrical
Optical lab shall have:
a. 3 phase, 220 volt, 400 amp service
b. 20 circuit power distribution
c. Additional normal base receptacles
d. 100 foot candles maintained illumination at desk height
All rooms shall have local light switching.
Provide emergency lighting as required.
<PAGE>

The following are levels of illumination to be maintained:
a. Corridors -20 ft. candlelight
b. Classrooms -75 ft. candlelight at desk height
c. Typing rooms and laboratories -100 ft. candlelight
d. All other rooms -50 ft. candlelight
All classrooms shall have at least two (2) base receptacles.
Computer room shall have two (2) clean circuits (40 amps) and wall outlets 3'-5'
high, 4'-0" o.c.
Typing rooms shall have two (2) direct circuits, one to each wall, where there
will be wall outlets 4'0" on center across the wall. All installed at desk
height.
General office shall have a 40 amp, 220 volt outlet for a Xerox machine,
in addition to normal base receptacles, in addition to a clean separate circuit
line for a computer.
In addition to these outlined above" all rooms and areas shall have normal base
receptacles.
Heating and Air Conditioning:

The heating and air conditioning for the entire area on both floors shall be
adequate for the stated use and. occupancy of each individual area and be based
on 100% occupancy at peak loading time. Air conditioning shall not include an
economizer cycle and shall include adequate zone controls.
<PAGE>

Modification Agreement
To Agreement of Lease Dated July 27, 1983

AGREEMENT made this 9th day of June, 1988 between 444 Realty Company hereinafter
referred to as Landlord") and Interboro Institute, Inc. (hereinafter referred to
as "Tenant"). ' WHEREAS, Landlord and Tenant entered into a lease dated July 27,
1983 for the entire 3rd and 4th floors in the building known as 450 West 56th
Street (hereinafter referred to as the "Lease") and Tenant took occupancy and
possession of said premises and is currently in occupancy and possession.

NOW, THEREFORE, Landlord and Tenant mutually agree as follows:
1. Notwithstanding the provisions of Article 53 of the Lease: (i) the
commencement date of the Lease shall be January 17, 1984; (ii) the expiration
date of the Lease shall be January 31, 1994; and (iii) Landlord shall not be
obligated to pay for any liquidated damages as set forth in the last paragraph
of said Article 53 as if such paragraph had never been incorporated in the
Lease, it being understood that Tenant hereby waives and surrenders any claims
for such liquidated damages that it may have or may have had to this date.

2. The language starting in the twelfth line of Article 30 of the Lease with the
words "Tenant shall pay to" through the word "building" in the twenty third line
of said Article 30 shall be deleted from the Lease and replaced with the
following language: Landlord, at its expense, shall remove from the building any
of Tenant's refuse and rubbish that Tenant delivers to the loading dock of the
building.

3. Tenant is in possession of, and has accepted; the premises demised by the
Lease and acknowledges that all the work to be performed by Landlord in the
demised premises required by the terms of the Lease has been satisfactorily
completed and Tenant certifies that the Lease is in good standing.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have signed and sealed this AGREEMENT the
20th day of June 1988.

Witness
Landlord
Tenant
<PAGE>

First Amendment to Lease Agreement

FIRST AMMENDMENT made as of the 1st day of June, 1992 by and between 444 REALTY
COMPANY, ("Landlord") a New York limited partnership, having offices at Suite
1700, 11 East 44th Street, New 'York, N. Y. and INTERBORO INSTITUTE, INC.,
("Tenant") a New York corporation, having offices at 450 West 56th Street, New
York, N.Y.
RECITAL
Landlord and Tenant have previously entered into a lease agreement dated as of
the 27th day of July, 1983 (the "Lease") for the rental of the entire third and
four floors in the building known as 450 West 56th Street, New, York, N. Y.,
(the "building") as more fully set forth therein (the "Lease"). The Lease term
is for a period of ten (10) years and expires on January 31, 1994. Tenant
desires to rent from Landlord an additional 3,000 square feet of space (the
"Additional Space") on the second floor of the building for the remainder of the
lease term. The Landlord and Tenant desire to treat the Additional Space as part
of the demised premises under the Lease and pursuant to all of the terms and
provisions of the Lease, except as otherwise set forth in this Amendment.
NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other good and
valuable consideration, the receipt of which is hereby acknowledged, Landlord
and Tenant agree as follows:

l. Additional Space. The demised premises is hereby increased by the Additional
Space described on Exhibit attached hereto. The Additional Space shall be
considered for all purposes (except as expressly provided to the contrary in
this Amendment) as part of the demised premises under the Lease.

2. Base Rental. The Base Rental for the Additional Space shall be an additional
$30,330.00 per annum (the "Additional Base Rental") payable in equal monthly
installments of $2,527.50 per month on the first day of each month; said
additional Base Rental shall be payable in the same manner as and together with
the base rental reserved under the Lease.

3. Term. The commencement date of the term for the Additional Space shall be
June 1, 1992. The term of the Lease, both with respect to the Additional Space
and the original demised premises shall expire on January 31, 1994.

4. Amendment to Article 39. Article 39 of the Lease is hereby amended by
increasing Tenant's "Proportionate Share" (as defined in subsection A(4) of that
Article) to "57.1%.

5. Amendment to Article 40. Article 40 of the Lease is hereby amended by
increasing "Tenant's Area" (as defined in subsection A(4) of that Article) to
<PAGE>

"28,000 square feet" and by increasing the number "18,750" in subsection B at
that Article to "21,000".

6. As is. Tenant agrees to accept the Additional Space in its present "as is"
condition~. Landlord shall not be required to perform any work or provide Tenant
with any allowance with respect to such Additional Space. Landlord agrees that
Tenant shall have possession of the Additional Space on the Commencement Date
free of all tenancies or occupants.

7. The terms used herein shall have the same meaning as defined in the Lease
unless expressly provided herein to the contrary. Except as otherwise modified
herein, the parties hereby ratify and confirm all of the other terms and
provisions of the Lease.

8. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of
the day and year first above written.

LANDLORD
444 REALTY COMPANY, a
New York Limited Partnership,

Tenant
INTERBORO INSTITUTE INC.

<PAGE>

SECOND AMENDMENT
AND LEASE EXTENSION AGREEMENT

LEASE AMENDMENT AND EXTENSION AGREEMENT made as of the 1st day of February 1993
between 444 REALTY COMPANY, L.P. a New York Limited Partnership having offices
at Suite 1700, 11 East 44th Street, New York, New York 10017 ("Landlord") and
INRTERBORO INSTITUTE, INC., ("Tenant"), having offices at 450 West 56th Street,
New York, N. Y. 10019.

W I Tenant N E S S E Tenant H
WHEREAS, Landlord and Tenant entered into an Agreement of Lease as of the 27th
day of July, 1983 and amended by a Modification Agreement dated June 9, 1988 and
a First Amendment to Lease Agreement ("the First Amendment"), dated as of June
1, 1992 (collectively, the Lease") demising the entire third and forth floors
and a portion of the second floor of the Building known as 450 West 56th Street:
and

WHEREAS, the original term of the Lease shall expire by its terms on January
31,1994: and WHEREAS, the parties desire to enter into this agreement in order
to provide for the extension of the term of the Lease and to further amend the
Lease as herein provided:

NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
         1. Lease Expiration. The amended expiration date of the Lease shall be
January 31, 2004.

2. Paragraph 40 of the Lease Rider (Porter's Wage Escalation) shall be deleted
effective February 1, 1993.

3. Rent. The rental provisions on the first page of the printed form of the
Lease and in Paragraph 2 of the First Amendment are hereby amended by deleting
same and by adding the following new paragraph 40 in its place. 40. Annual
Rental Rates. Commencing February 1, 1993 the Annual Rental Rate shall be
$341,320 ($28,443.33 per month). Thereafter, and on February 1st of each
subsequent year of the term, the Annual Rental Rate shall increase by forty-one
cents ($0.41) per square foot; per annum using 28,000 as the area of the demised
premises for purposes of such increase."

4. Subparagraph 39A.(2) of the Lease (regarding Real Estate Taxes) is hereby
amended effective February 1, 1993, by deleting that subparagraph and
substituting the following in its place:
         "2. "Base Year" shall mean the fiscal year commencing July 1, 1993 and
         ending June 30, 1994."

5. Subparagraph 39F. of the Lease is hereby amended by adding the following
sentence.
          "If Tenant's obligation under this Section shall not exceed $5,000 for
          any calendar year, then during the following year, Tenant shall pay
<PAGE>

          semi-annually on May 15 and October 15, a sum equal to 1/2 of the
          amount so charged. Such amount shall be applied on account of Tenant's
          obligation hereunder for the then current tax year."

6. Paragraph 39 is hereby amended by adding the following to the end of
Subparagraph 39G:
          "Landlord agrees to make reasonable and diligent efforts to obtain a
          separate assessment and/or to obtain a separate tax lot for the
          Building. In the event the Landlord is unsuccessful in obtaining such
          separate assessment or tax lot, Landlord agrees that Tenant shall not
          be liable for any increase in the assessed value which is attributable
          to the renovations currently being made to the adjacent building for
          use as a New York City High School. If Landlord is unsuccessful in
          obtaining such separate tax lot and the Building's assessed value is
          increased and Landlord and Tenant disagree as to the allocation of
          such increased assessment between the Building and the adjacent
          building, such dispute shall be determined by arbitration before the
          Real Estate Board of New York, Inc. Upon the separate assessment or
          the obtaining of a separate tax lot for the Building, Tenant shall not
          be entitled to dispute the assessment of the Building."

7. Paragraph 39H. of the Lease is hereby amended by inserting the words "the
first ten (10) year extension of" after the words "during the first five (5)
years of" in Paragraph 39H. of the Lease.

8. Add the following new subparagraphs 51D. and 51E. at the end of Paragraph 51:
          "D. The entire demised premises or an entire floor of the demised
          premises may be sublet and this Lease may be assigned in whole (but
          not part) for use as business offices in addition to the use set forth
          in Paragraph 2 hereof, provided, however that (i) such assignment
          and/or subletting otherwise complies with all of the other terms and
          conditions of this Lease, (ii) Tenant (or its successors and assigns)
          cease to conduct business under the trade name of "Interboro
          Institute" within the Borough of Manhattan, (iii) such use does not,
          in Landlord's reasonable judgment, interfere with or materially
          adversely affect the use of the remainder of the space in the Building
          and/or the adjoining building as a primary or secondary school, trade
          school or college or be a use unsuitable for proximity to children,
          teenagers or young adults, and (iv) such use would not reasonably be
          expected to produce noise, vibration or other such emanations which
          would adversely affect the use of adjoining premises as a sound stage,
          recording studio or audio recording facility."

          "E. Landlord's prior written consent shall not be required nor shall
          Landlord have the right of recapture in connection with (i) the sale
          of all or substantially all of the stock of Tenant or (ii) the sale or
<PAGE>

          transfer of all or substantially all of the assets of Tenant
          (including this Lease) to a person, firm or corporation which
          continues to operate Tenant's business under the trade name "Interboro
          Institute", provided, however, that (i) Tenant's net worth (in the
          case of a stock transfer) or the net worth of such assignee or
          transferee (in the case of an asset transfer) is at least that of
          Tenant as of the date hereof, (ii) Tenant otherwise complies with all
          of the other terms and condition of this Lease respecting assignment
          and subletting (other than those requiring Landlord' s prior written
          consent); and (iii) such assignee or transferee agrees in writing to
          assume all of the Tenant's obligations under this Lease, and (iv)
          Tenant remains liable for all of the terms, provisions and obligations
          hereunder notwithstanding such assignment or transfer and
          notwithstanding any future modification or amendment of this Lease."

9. Paragraph 57 of the Lease is hereby amended by deleting in line 6 of
Paragraph 7 the words "a late charge.." through the end of that Paragraph and by
adding the following in the its place: "interest at the lesser of (i) two (2)
percentage points above the "Prime Rate" charged by Chemical Bank New York,
or (ii) the highest rate permitted by the Laws of the State of the New York.

10. Notwithstanding any provision of this Lease to the contrary, Tenant shall
not be required to obtain Landlord's prior written consent to any non-structural
renovations or redecorating of the demised premises which (i) is not visible
from the exterior of the demised premises, (ii) does not materially affect any
Building systems, and (iii) does not exceed, in any twelve (12) month period,
$25,000 in the aggregate.

11. In Paragraph 63 delete the words "John J. College" and insert instead the
words "Board of Education of the City of New York."

12. In the First Amendment delete Paragraphs 2, 3 and 5 in their entirety.

13. Landlord represents to Tenant that, as of the date hereof, there is no
mortgage encumbering the Building or the real property of which the Building is
a part.

14. In the event of any conflict between the provisions of the Lease and the
provisions of this Amendment this Amendment shall be paramount and shall
prevail.

15. Except as modified by this Amendment, the Lease and all of its, terms and
conditions shall remain in full force and effect and the parties hereby ratify
and confirm all of the terms and conditions thereof as modified hereby.

IN WITNESS WHEREOF, the parties have executed this Second Amendment effective as
of the day and year first above written.

Tenant
INTERBORO INSTITUTE, INC.
<PAGE>

LANDLORD
444 REALTY COMPANY, L.P.
a New York limited Partnership
By: EDA Tenth Avenue, Inc.