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

Agreement  of Lease,  made as of this 15th day of  December  1998,  between  GCS
REALTY CO.,d/b/a ROYAL REALTY COMPANY, 55 East Grassy Sprain Road, Yonkers,  New
York  10710,party  of the first  part,  hereinafter  referred  to as OWNER,  and
Educational  Video  Conferencing,  Inc., 35 East Grassy Sprain Road, Suite #201,
Yonkers,  New York 10701, party of the second part,  hereinafter  referred to as
TENANT,

Witnesseth:  Owner  hereby  leases to Tenant and Tenant  hereby hires from Owner
Suite #200 (1628  s.f.) and Suite  #210 (845 s.f.) in the  building  known as 35
East Grassy Sprain Road in the City of Yonkers,  State of New York, for the term
of four (4)  years  (or  until  such  term  shall  sooner  cease  and  expire as
hereinafter  provided) to commence on the 15th day of December  nineteen hundred
and  ninety-seven,  and to end on the 31st day of August Two  Thousand  and two,
both dates inclusive, at an annual rental rate of

              See Rent rider annexed hereto and made a part hereof

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

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

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

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


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

Maintenance                4. Tenant shall, throughout the term of this lease,
and                        take good care of the demised premises and the
Repairs:                   fixtures and appurtenances therein. Tenant shall be
                           responsible for all damage or injury to the demised

                                       -2-

<PAGE>

premises or any other part of the building and the systems and equipment hereof,
whether  requiring  structural or  nonstructural  repairs caused by or resulting
from  carelessness,  omission,  neglect or improper conduct of Tenant,  Tenant's
subtenants,  agents, employees, invitees or licensees, or which arise out of any
work,  labor,  service  or  equipment  done for or  supplied  to  Tenant  or any
subtenant or arising out of the  installation,  use or operation of the property
or equipment of Tenant or any subtenant.  Tenant shall also repair all damage to
the building and the demised premises caused by the moving of Tenant's fixtures,
furniture and equipment.  Tenant shall promptly  make, at Tenant's expense,  all
repairs in and to the demised  premises for which Tenant is  responsible,  using
only the contractor for the trade or trades in question, selected from a list of
at least two contractors  per trade submitted by Owner.  Any other repairs in or
to the  building  or e  facilities  and  systems  thereof  for  which  Tenant is
responsible  shall be performed by Owner at the  Tenant's  expense.  Owner shall
maintain  in good  working  order and repair  the  exterior  and the  structural
portions  of the  building,  including  the  structural  portions of its demised
premises,  and the public  portions of the  building  interior  and the building
plumbing,  electrical,  heating  and  ventilating  systems  (to the extent  such
systems  presently exist) serving the demised  premises.  *Tenant agrees to give
prompt notice of any defective  condition in the premises for which Owner may be
responsible  hereunder.  There shall be no allowance to Tenant for diminution of
rental value and no  liability on the part of Owner by reason of  inconvenience,
annoyance  or injury to business  arising from Owner or others  making  repairs,
alterations,  additions or  improvements in or to any portion of the building or
the  demised  premises or in and to the  fixtures,  appurtenances  or  equipment
thereof.  It is  specifically  agreed that  Tenant  shall not be entitled to any
setoff or reduction of rent by reason of any failure of Owner to comply with the
covenants of this or any other article of this Lease. Tenant agrees that Tenant'
s sole  remedy at law in such  instance  will be by way of an action for damages
for breach of contract.  The provisions of this Article 4 shall not apply in the
case of fire or other casualty which are dealt with in Article 9 hereof.

Window                     5. Tenant will not  clean nor require, permit, suffer
Cleaning:                  or allow any  window  in  the demised premises to  be
                           cleaned from the outside  in violation of Section 202
of the Labor Law or  any  other applicable  law or of the Rules of the Board  of
--------
* In order to enable the air-condition  system to function properly Tenant shall
keep all windows closed and shall lower and close window covering when necessary
because of the of the sun's  position.  Tenant shall comply with all regulations
and  requirements  Landlord may establish for the  functioning and protection of
the HVAC system.

                                      -3-
<PAGE>


Requirements                  6. Prior to the commencement of the lease term, if
of Law,                       Tenant  is   then  in   possession,  and  at  all
Fire Insurance,               thereafter, Tenant,  at  Tenant's  sole  cost and
Floor Loads:                  expense,   shall  promptly comply with all present
                              and  future  laws, orders  and regulations  of all
state, federal,  municipal and local governments,  departments,  commissions and
boards and any direction of any public officer  pursuant to law, and all orders,
rules and  regulations  of the New York  Board of Fire  Underwriters,  Insurance
Services Office, or any similar body which shall impose any violation,  order or
duty upon Owner or Tenant with respect to the demised  premises,  whether or not
arising  out of  Tenant's  use or manner  of use  thereof,  (including  Tenant's
permitted  use) or, with  respect to the building if arising out of Tenant's use
or manner of use of the premises or the building  (including  the use  permitted
under the lease). Nothing herein shall require Tenant to make structural repairs
or alterations  unless Tenant has, by its manner of use of the demised  premises
or method of  operation  therein,  violated any such laws,  ordinances,  orders,
rules,  regulations  or  requirements  with respect  thereto.  Tenant may, after
securing Owner to Owner's satisfaction against all damages, interest,  penalties
and expenses, including, but not limited to, reasonable attorney's fees, by cash
deposit or by surety bond in an amount and in a company  satisfactory  to Owner,
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  Owner to  prosecution  for a criminal  offense or
constitute  a default  under  any lease or  mortgage  under  which  Owner 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 Owner with  respect to the demised  premises or
the building of which the demised  premises form a part, or which shall or might
subject Owner to any liability or  responsibility  to any person or for property
damage.  Tenant shall not keep anything in the demised premises except as now or
hereafter  permitted by the Fire Department,  Board of Fire  Underwriters,  Fire
Insurance Rating Organization or other authority having  jurisdiction,  and then
only in such manner and such  quantity  so as not to increase  the rate for fire
insurance  applicable  to the  building,  nor use the premises in a manner which
will  increase  the  insurance  rate for the  building or any  property  located
therein over that in effect  prior to the  commencement  of Tenant's  occupancy.
Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be
imposed upon Owner by reason of Tenant's failure to comply with the provisions

                                       -4-
<PAGE>

of this article and if by reason of such failure the fire  insurance rate shall,
at the  beginning  of this lease or at any time  thereafter,  be higher  than it
otherwise  would be, then Tenant  shall  reimburse  Owner,  as  additional  rent
hereunder,  for that portion of all fire insurance  premiums  thereafter paid by
Owner which shall have been charged  because of such  failure by Tenant.  In any
action or  proceeding  wherein  Owner and Tenant  are  parties,  a  schedule  or
"make-up"  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 in the fire  insurance  rates then  applicable to
said  premises.  Tenant  shall not  place a load  upon any floor of the  demised
premises  exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law.  Owner  reserves the right to  prescribe  the
weight and position of all safes,  business  machines and mechanical  equipment.
Such  installations  shall be placed  and  maintained  by  Tenant,  at  Tenant's
expense,  in settings  sufficient,  in Owner's judgement,  to absorb and prevent
vibration, noise and annoyance.

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

Property Loss              8. Owner  or  its agents shall  not be liable for any
Damage, Reimbursement      damage   to   property   of  Tenant   or   of  others
Indemnity:                 entrusted to  employees of the building, nor for loss
                           of or  damage  to  any property of Tenant by theft or
otherwise,  nor for any injury or damage to persons or property  resulting  from
any cause of whatsoever  nature,  unless  caused by or due to the  negligence of
Owner, its agents, servants or employees. Owner or its agents will not be liable
for any such  damage  caused by other  tenants or persons in, upon or about said
building or caused by operations in construction of any private, public or quasi
public work. If at any time any, windows of the demised premises are temporarily
closed,  darkened or bricked up (or permanently closed,  darkened or bricked up,
if  required  by law) for any reason  whatsoever  including,  but not limited to
Owner's own acts, Owner shall not be liable for any damage Tenant may sustain

                                       -5-

<PAGE>

thereby  and Tenant  shall not be  entitled  to any  compensation  therefor  nor
abatement  or  diminution  of rent nor shall the same  release  Tenant  from its
obligations  hereunder nor  constitute an eviction.  Tenant shall  indemnify and
save harmless  Owner  against and from all  liabilities,  obligations,  damages,
penalties, claims, costs and expenses for which Owner shall not be reimbursed by
insurance,  including reasonable attorneys fees, paid, suffered or incurred as a
result  of any  breach  by  Tenant,  Tenant's  agents,  contractors,  employees,
invitees,  or  licensees,  of any covenant or  condition  of this lease,  or the
carelessness,  negligence or improper  conduct of the Tenant,  Tenant's  agents,
contractors,  employees,  invitees or licensees.  Tenant's  liability under this
lease  extends  to the acts and  omissions  of any  sub-tenant,  and any  agent,
contractor,  employee, invitee or licensee of any sub-tenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written  notice from Owner,  will,  at Tenant's  expense,  resist or defend such
action or proceeding by counsel approved by Owner in writing,  such approval not
to be unreasonably withheld.

Destruction,                9. (a)   If   the   demised  premises  or  any  part
Fire and Other              thereof   shall   be   damaged   by  fire  or  other
Casualty:                   casualty,   Tenant   shall   give  immediate  notice
                            thereof  to  Owner  and this lease shall continue in
full force and  effect  except as  hereinafter  set  forth.  (b) If the  demised
premises are partially damaged or rendered  partially  unusable by fire or other
casualty,  the damages  thereto shall be repaired by and at the expense of Owner
and the rent and other items of  additional  rent,  until such  repair  shall be
substantially  completed,  shall  be  apportioned  from  the day  following  the
casualty  according  to the part of the  premises  which is  usable.  (c) If the
demised  premises are totally  damaged or rendered  wholly,  unusable by fire or
other casualty,  then the rent and other items of additional rent as hereinafter
expressly provided shall be proportionately  paid up to the time of the casualty
and  thenceforth  shall cease until the date when the  premises  shall have been
repaired and restored by Owner (or sooner reoccupied in part by Tenant then rent
shall be  apportioned  as provided in subsection  (b)above),  subject to Owner's
right to elect  not to  restore  the same as  hereinafter  provided.  (d) If the
demised  premises  are rendered  wholly  unusable or (whether or not the demised
premises  are damaged in whole or in part) if the  building  shall be so damaged
that Owner shall  decide to demolish it or to rebuild it,  then,  in any of such
events,  Owner may elect to  terminate  this lease by written  notice to Tenant,
given within 90 days after such fire or casualty, or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, specifying a
date for the  expiration  of the lease,  which date shall  [Rider to be added if
necessary]  not be more than 60 days after the giving of such  notice,  and upon

                                       -6-

<PAGE>

the date  specified  in such notice the term of this lease shall expire as fully
and completely as if such date were the date set forth above for the termination
of this lease and Tenant shall forthwith quit, surrender and vacate the premises
without  prejudice  however,  to Landlord's  rights and remedies  against Tenant
under the lease  provisions  in effect prior to such  termination,  and any rent
owing  shall be paid up to such  date and any  payments  of rent  made by Tenant
which were on account of any period subsequent to such date shall be returned to
Tenant.  Unless Owner shall serve a  termination  notice as provided for herein,
Owner shall make the repairs and  restorations  under the  conditions of (b) and
(c) hereof, with all reasonable expedition,  subject to delays due to adjustment
of insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty,  Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as  reasonably  possible,  all of Tenant's  salvageable
inventory,  and moveable  equipment,  furniture,  and other  property.  Tenant's
liability  or rent shall  resume five (5) days after  written  notice from Owner
that the premises are substantially  ready for Tenant's  occupancy.  (e) Nothing
contained  hereinabove  shall relieve  Tenant from liability that may exist as a
result of damage from fire or other  casualty.  Notwithstanding  the  foregoing,
including Owner's obligation to restore under subparagraph (b) above, each party
shall look first to any  insurance in its favor before  making any claim against
the other party for  recovery  for loss or damage  resulting  from fire or other
casualty,  and to the extent that such insurance is in force and collectible and
to the extent permitted by law, Owner and Tenant each hereby releases and waives
all right of recovery  with respect to  subparagraphs  (b),  (d), and (e) above,
against  the other or any one  claiming  through or under each of them by way of
subrogation  or otherwise.  The release and waiver  herein  referred to shall be
deemed  to  include  any loss or damage to the  demised  premises  and/or to any
personal  property,  equipment,  trade fixtures,  goods and merchandise  located
therein.  The  foregoing  release  and  waiver  shall be in  force  only if both
releasors'  insurance policies contain a clause providing that such a release or
waiver shall not  invalidate  the  insurance.  If, and to the extent,  that such
waiver can be obtained  only by the  payment of  additional  premiums,  then the
party  benefiting  from the waiver shall pay such premium  within ten days after
written  demand  or shall be  deemed to have  agreed  that the  party  obtaining
insurance  coverage shall be free of any further obligation under the provisions
hereof with respect to waiver of  subrogation.  Tenant  acknowledges  that Owner
will not  carry  insurance  on  Tenant's  furniture  and/or  furnishings  or any
fixtures or equipment,  improvements,  or appurtenances  removable by Tenant and
agrees that Owner will not be obligated to repair any damage  thereto or replace
the same.  (f) Tenant  hereby  waives the  provisions of Section 227 of the Real
Property Law and agrees that the  provisions  of this  article  shall govern and
control in lieu thereof.
                                       -7-

<PAGE>

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

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

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

                                       -8-
<PAGE>


Access to                  13.  Owner  or  Owner's agents  shall have  the right
Premises:                  (but shall  not be obligated)  to  enter the demised
                           premises in any emergency at any time, and, at other
reasonable times, to examine the same and to make such repairs, replacements and
improvements as Owner may deem necessary and reasonably desirable to the demised
premises  or to any other  portion of the  building  or which Owner may elect to
perform.  Tenant shall  permit  Owner to use and maintain and replace  pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein provided they are concealed within the walls,  floor, or ceiling.  Owner
may, during the progress of any work in the demised premises, take all necessary
materials and  equipment  into said premises  without the same  constituting  an
eviction  nor shall the Tenant be entitled to any  abatement  of rent while such
work is in  progress  nor to any  damages by reason of loss or  interruption  of
business or otherwise.  Throughout the term hereof Owner shall have the right to
enter the demised  premises at  reasonable  hours for the purpose of showing the
same to  prospective  purchasers or  mortgagees of the building,  and during the
last six months of the term for the purpose of showing  the same to  prospective
tenants.  If Tenant is not  present to open and permit an entry into the demised
premises,  Owner or Owner's agents may enter the same whenever such entry may be
necessary or permissible by master key or forcibly and provided  reasonable care
is exercised to safeguard Tenant's  property,  such entry shall not render Owner
or its agents liable therefor,  nor in any event shall the obligations of Tenant
hereunder  be  affected.  If during the last month of the term Tenant shall have
removed  all or  substantially  all of  Tenant's  property  therefrom  Owner may
immediately  enter,  alter,  renovate or redecorate the demised premises without
limitation  or  abatement  of rent,  or  incurring  liability  to Tenant for any
compensation  and  such act  shall  have no  effect  on this  lease or  Tenant's
obligations hereunder.

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

                                       -9-

<PAGE>

Occupancy:                 15. Tenant will not at any time  use or occupy the
                           demised premises in violation of the certificate of
occupancy  issued for the  building  of which the demised  premises  are a part.
Tenant has inspected the premises and accepts them as is,  subject to the riders
annexed  hereto with respect to Owner's work, if any. In any event,  Owner makes
no  representation  as to the  condition of the  premises  and Tenant  agrees to
accept the same subject to violations, whether or not of record.

Bankruptcy:                16. (a)  Anything  elsewhere  in this lease to the
                           contrary  notwithstanding,  this lease may be can-
celled by Owner by the sending of a written notice to Tenant within a reasonable
time after the  happening of any one or more of the  following  events:  (1) the
commencement  of a case in  bankruptcy  or under  the laws of any  state  naming
Tenant as the debtor;  or (2) the making by Tenant of an assignment or any other
arrangement for the benefit of creditors under any state statute. Neither Tenant
nor any person claiming through or under Tenant,  or by reason of any statute or
order of court,  shall  thereafter  be entitled to  possession  of the  premises
demised but shall forthwith quit and surrender the premises. If this lease shall
be assigned in  accordance  with its terms,  the  provisions  of this Article 16
shall be  applicable  only to the party then  owning  Tenant's  interest in this
lease.
                           (b) it is stipulated and agreed that in the event of
the  termination  of this lease pursuant to (a) hereof,  Owner shall  forthwith,
notwithstanding any other provisions of this lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference  between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and  reasonable  rental value of the demised  premises
for the same period.  In the computation of such damages the difference  between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable  rental value of the demised premises for the period for
which  such  installment  was  payable  shall  be  discounted  to  the  date  of
termination at the rate of four percent (4%) per annum.  If such premises or any
part thereof be re-let by the Owner for the unexpired term of said lease, or any
part thereof,  before  presentation of proof of such  liquidated  damages to any
court, commission or tribunal, the amount of rent reserved upon such re- letting
shall be deemed to be the fair and  reasonable  rental value for the part or the
whole of the  premises  so re-let  during  the term of the  re-letting.  Nothing
herein  contained  shall limit or prejudice  the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination,  an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,

                                      -10-
<PAGE>

and governing the proceedings in which,  such damages are to be proved,  whether
or not such  amount  be  greater,  equal  to,  or less  than the  amount  of the
difference referred to above.

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

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

Remedies of                18. In case  of any  such  default, re-entry, expira-
Owner and                  tion  and/or  dispossess  by  summary proceedings or

                                      -11-

<PAGE>

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

                                      -12-

<PAGE>

of Owner obtaining possession of demised premises, by reason of the violation by
Tenant of any of the covenants and conditions of this lease, or otherwise.

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

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

No Repre-                  21. Neither  Owner  nor  Owner's  agents have made
sentations                 any representations or promises with respect to the
by Owner:                  physical  condition of the  building,  the land upon
                           which  it is  erected or the  demised premises, the
rents, leases, expenses of operation or any other matter or thing
affecting or related to the premises except as herein expressly set

                                      -13-

<PAGE>
forth and no rights, easements or licenses are acquired by Tenant by implication
or otherwise  except as  expressly  set forth in the  provisions  of this lease.
Tenant has  inspected  the building and the demised  premises and is  thoroughly
acquainted  with  their  condition  and  agrees  to take  the  same  "as is" and
acknowledges  that the taking of  possession  of the demised  premises by Tenant
shall be  conclusive  evidence  that the said premises and the building of which
the same form a part were in good and  satisfactory  condition  at the time such
possession was so taken,  except as to latent defects.  All  understandings  and
agreements  heretofore  made  between  the  parties  hereto  are  merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory  agreement  hereafter  made shall be ineffective to
change,  modify,  discharge or effect an  abandonment of it in whole or in part,
unless such  executory  agreement is in writing and signed by the party  against
whom  enforcement  of the change,  modification,  discharge  or  abandonment  is
sought.

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

Quiet                      23.  Owner  covenants  and  agrees  with  Tenant that
Enjoyment:                 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
31 hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.

Failure                    24. If  Owner is  unable  to  give  possession of the
to Give                    demised  premises  on  the  date  of the commencement
Possession:                of  the   term  hereof,  because  of the holding-over
                           or   retention   of   possession   of   any   tenant,
undertenant  or occupants  or if the demised  premises are located in a building
being constructed,  because such building has not been sufficiently completed to
make the premises  ready for occupancy or because of the fact that a certificate
of occupancy has not been  procured or for any other reason,  Owner shall not be
subject  to  any  liability  for failure to give possession on said date and the

                                      -14-
<PAGE>

validity of the lease shall not be impaired under such circumstances,  nor shall
the same be construed in any wise to extend the term of this lease, but the rent
payable  hereunder  shall be  abated  (provided  Tenant is not  responsible  for
Owner's  inability to obtain  possession or complete  construction)  until after
Owner shall have given Tenant  written  notice that the Owner is able to deliver
possession in condition required by this lease. If permission is given to Tenant
to enter into the possession of the demises premises or to occupy premises other
than the demised premises prior to the date specified as the commencement of the
term of this lease,  Tenant  covenants  and agrees that such  possession  and/or
occupancy shall be deemed to be under all the terms,  covenants,  conditions and
provisions of this lease except the  obligation to pay the fixed annual rent set
forth in the preamble to this lease. The provisions of this article are intended
to  constitute  "an express  provision  to the  contrary"  within the meaning of
Section 223-a of the New York Real Property Law.

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

Waiver of                  26.  It  is  mutually agreed by and between Owner and
Trial by                   Tenant   that the respective parties hereto shall and
Jury:                      they  hereby  do  waive  trial  by jury in any action
                           proceeding  or counterclaim brought by either of  the
parties  hereto  against   the   other   (except   for   personal   injury   or

                                      -15-

<PAGE>

property  damage)  on any  matters  whatsoever  arising  out  of or in  any  way
connected with this lease, the relationship of Owner and Tenant, Tenant's use of
or  occupancy  of  said  premises,  and any  emergency  statutory  or any  other
statutory  remedy.  It is  further  mutually  agreed  that  in the  event  Owner
commences any proceeding or action for possession including a summary proceeding
for possession of the premises,  Tenant will not interpose any  counterclaim  of
whatever nature or description in any such  proceeding  including a counterclaim
under Article 4 except for statutory mandatory counterclaims.

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

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

Services                   29.  As  long  as Tenant is  not in default under any
Provided by                of  the covenants of this lease beyond the applicable
Owners:                    grace  period  provided  in this lease for the curing
                           of such defaults, Owner shall provide: (a) necessary
elevator  facilities  on  business  days  from  8 a.m.  to  6 p.m.  and  have

                                      -16-

<PAGE>

one  elevator  subject  to call at all  other  times;  (b)  heat to the  demised
premises  when and as required  by law, on business  days from 8 a.m. to 6 p.m.;
(c) water for ordinary lavatory  purposes,  but if Tenant uses or consumes water
for any other  purposes or in unusual  quantities  (of which fact Owner shall be
the sole  judge),  Owner may  install a water meter at  Tenant's  expense  which
Tenant shall  thereafter  maintain at Tenant's expense in good working order and
repair  to  register  such  water  consumption  and  Tenant  shall pay for water
consumed  as  shown on said  meter as  additional  rent as and  when  bills  are
rendered;  (d)  cleaning  service for the demised  premises on business  days at
Owner's expense provided that the same are kept in order by Tenant. If, however,
said premises are to be kept clean by Tenant,  it shall be done at Tenant's sole
expense,  in a manner  reasonably  satisfactory  to Owner and no one other  than
persons  approved  by Owner  shall be  permitted  to enter said  premises or the
building of which they are a part for such  purpose.  Tenant shall pay Owner the
cost of removal of any of Tenant's refuse and rubbish from the building;  (e) If
the  demised  premises  are  serviced by Owner's  air  conditioning/cooling  and
ventilating  system, air  conditioning/cooling  will be furnished to tenant from
May 15th through  September  30th on business  days  (Mondays  through  Fridays,
holidays  excepted)  from  8:00  a.m.  to 6:00  p.m.,  and  ventilation  will be
furnished  on  business  days  during  the  aforesaid   hours  except  when  air
conditioning/cooling  is being  furnished as aforesaid.  If Tenant  requires air
conditioning/cooling  or  ventilation  for more extended  hours or on Saturdays,
Sundays or on  holidays,  as  defined  under  Owner's  contract  with  Operating
Engineers Local 94-94A, Owner will furnish the same at Tenant's expense.  [RIDER
to be added in respect to rates and conditions for such additional service;] (f)
Owner reserves the right to stop services of the heating,  elevators,  plumbing,
air-conditioning, electric, power systems or cleaning or other services, if any,
when necessary by reason of accident or for repairs,  alterations,  replacements
or  improvements  necessary or desirable in the judgment of Owner for as long as
may be  reasonably  required  by reason  thereof.  If the  building of which the
demised premises are a part supplies manually  Operated elevator service,  Owner
at any time may  substitute  automatic  control  elevator  service  and  proceed
diligently with  alterations  necessary  therefor  without in any wise affecting
this lease or the obligation of Tenant hereunder.

Captions:                  30.   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 provisions
thereof.

Definitions:               31. The  term  "office", or  "offices", wherever used
                           in  this  lease,  shall  not  be  construed  to  mean
premises  used as a store or stores,  for the sale or display,  at any time,  of

                                      -17-

<PAGE>

goods,  wares or  merchandise,  of any kind,  or as a restaurant,  shop,  booth,
bootblack or other  stand,  barber shop,  or for other  similar  purposes or for
manufacturing.  The term "Owner" means a landlord or lessor, and 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 Owner shall be
and hereby is entirely  freed and relieved of all covenants and  obligations  of
Owner hereunder,  and it shall be deemed and construed without further agreement
between the parties or their successors in interest,  or between the parties and
the purchaser,  at any such sale, or the said lessee of the building,  or of the
land and building,  that the purchaser or the lessee of the building has assumed
and  agreed  to  carry  out any and all  covenants  and  obligations  of  Owner,
hereunder.  The words  "re-enter"  and  "re-entry" as used in this lease are not
restricted to their technical legal meaning. The term "business days" as used in
this lease  shall  exclude  Saturdays,  Sundays  and all days as observed by the
State or Federal  Government as legal holidays and those  designated as holidays
by the applicable  building  service union employees  service contract or by the
applicable  Operating Engineers contract with respect to HVAC service.  Wherever
it is expressly  provided in this lease that consent  shall not be  unreasonably
withheld, such consent shall not be unreasonably delayed.

Adjacent                   32.  If  an  excavation  shall  be  made  upon  land
Excavation-                adjacent to  the demised premises, or shall be autho-
Shoring:                   rized  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 Owner, or
diminution or abatement of rent.

Rules and                  33.  Tenant   and  Tenant's    servants,   employees,
Regulations:               agents,  visitors, and licensees shall observe faith-
                           fully, and  comply strictly with, the Rules and Regu-
lations and such other and further  reasonable Rules and Regulations as Owner or
Owner's agents may from time to time adopt.  Notice of any  additional  rules or
regulations  shall be given in such  manner as Owner may elect.  In case  Tenant
disputes the reasonableness of any additional Rule or Regulation  hereafter made
or adopted by Owner or Owner's  agents,  the parties  hereto agree to submit the
question of the  reasonableness  of such Rule or Regulation  for decision to the
New York office of the American  Arbitration  Association,  whose  determination
shall be final and conclusive upon

                                      -18-

<PAGE>

the parties hereto.  The right to dispute the  reasonableness  of any additional
Rule or  Regulation  upon  Tenant's  part shall be deemed waived unless the same
shall be asserted by service of a notice,  in writing upon Owner within  fifteen
(15) days after the giving of notice  thereof.  Nothing in this lease  contained
shall be  construed to impose upon Owner any duty or  obligation  to enforce the
Rules and  Regulations or terms,  covenants or conditions in any other lease, as
against any other  tenant and Owner shall not be liable to Tenant for  violation
of the same by any other tenant, its servants,  employees,  agents,  visitors or
licensees.

Security:                  34. Tenant  has  deposited  with  Owner  the sum  of
                           $                      as  security for  the faithful
                           performance  and  observance  by Tenant of the terms,
provisions and  conditions of this lease;  it is agreed that in the event Tenant
defaults  in respect  of any of the terms,  provisions  and  conditions  of this
lease,  including,  but not limited to, the payment of rent and additional rent,
Owner  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 Owner 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 damages or deficiency in the re-letting of the premises, whether
such damages or deficiency accrued before or after summary  proceedings or other
re-entry by Owner.  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  returned  to Tenant  after the date  fixed as the end of the
Lease and after delivery of entire  possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the  building,  of
which the demised  premises form a part,  Owner shall have the right to transfer
the  security to the vendee or lessee and Owner shall  thereupon  be released by
Tenant from all liability for the return of such security;  and Tenant agrees to
look to the new Owner solely for the return of said  security,  and it is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to [Space to be filled in or deleted] a new Owner.  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  Owner  nor its
successors  or  assigns  shall be bound  by any  such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

Estoppel                   35. Tenant, at any time,  and from time to time, upon
Certificate:               at  least  10   days' prior  notice  by  Owner, shall
                           execute,  acknowledge  and  deliver  to Owner, and/or
to   any  other   person, firm  or  corporation specified by Owner, a statement 


                                      -19-

<PAGE>

certifying  that this Lease is  unmodified  and in full force and effect (or, if
there  have been  modifications,  that the same is in full  force and  effect as
modified and stating the modifications), stating the dates to which the rent and
additional  rent have been paid,  and  stating  whether or not there  exists any
default by Owner under this Lease, and, if so, specifying each such default.

Successors                 36. The  covenants,  conditions  and  agreements con-
and Assigns:               tained   in  this  lease  shall bind and inure to the
                           benefit of  Owner and   Tenant  and  their respective
heirs,  distributees,  executors,  administrators,  successors,  and  except  as
otherwise  provided  in this lease,  their  assigns.  Tenant  shall look only to
Owner's estate and interest in the land and building,  for the  satisfaction  of
Tenant's  remedies for the collection of a judgment (or other judicial  process)
against  Owner in the  event of any  default  by Owner  hereunder,  and no other
property or assets of such Owner (or any  partner,  member,  officer or director
thereof, disclosed or undisclosed), shall be subject to levy, execution or other
enforcement  procedure for the  satisfaction of Tenant's  remedies under or with
respect  to this  lease,  the  relationship  of Owner and Tenant  hereunder,  or
Tenant's use and occupancy of the demised premises.

                                      -20-

<PAGE>


    [Space to be filled in or deleted.]


EXECUTED BY LANDLORD this ____ day of ________, 199



                                   GCS REALTY CO., INC. d/b/a
                                   ROYAL REALTY COMPANY


Attest:                            By:
                                       --------------------------------
                              
                                   Print Name:
---------------------                         -------------------------

Title:                             Title:
      ---------------                    ------------------------------

(CORPORATE SEAL)



EXECUTED BY TENANT THIS 5TH DAY OF APRIL, 1999



Attest/Witness                     By:
                                       /s/ DR. AROL I. BUNTZMAN
--------------------                   ------------------------------

                                   Print Name: Dr.Arol I. Buntzman
---------------------                         -------------------------

Title:                             Title: Chairman and CEO
      ---------------                    ------------------------------

(CORPORATE SEAL)


                                      -21-
<PAGE>

                                ACKNOWLEDGEMENTS


CORPORATE OWNER                                                          
STATE OF NEW YORK,                  ss.:                                 
County of                                                                


     On this         day of         , 19    ,                            
before me personally came                      ,                         
to me known, who being by me duly sworn, did depose and say that         
he resides in                                                  ;         
that he is the                  of                                       
the corporation described in and which executed the foregoing            
instrument, as OWNER; that he knows the seal of said corporation;        
the seal affixed to said instrument is such corporate seal; that         
it was so affixed by order of the Board of Directors of said             
corporation, and that he signed his name thereto by like order.          
 

                              ---------------------------------
                                                                         
CORPORATE TENANT                                                      
STATE OF NEW YORK,                  ss.:                              
County of                                                             
                                                                      
                                                                         
     On this         day of         , 19    ,                            
before me personally came                      ,                         
to me known, who being by me duly sworn, did depose and say that      
he resides in                                                  ;         
that he is the                  of                                       
the corporation described in and which executed the foregoing            
instrument, as TENANT; that he knows the seal of said                    
corporation; the seal affixed to said instrument is such                 
corporate seal; that it was so affixed by order of the Board of          
Directors of said corporation, and that he signed his name            
thereto by like order.                                                   
                                                                      

                              ---------------------------------

                                                                      
INDIVIDUAL OWNER                                                                
STATE OF NEW YORK,         ss.:                                        
County of                                                              
                                                                       
     On this           day of            , 19      ,                   
before me personally came                                              
to be known and known to me to be the individual                       
described in and who, as OWNER, executed the foregoing instrument      
and acknowledged to me that                        he                  
executed the same.                                                     
                                                                        
 
                              ---------------------------------

 
INDIVIDUAL TENANT                                                       
STATE OF NEW YORK,         ss.:                                        
County of                                                              
                                                                       
     On this           day of            , 19      ,                   
before me personally came                                              
to be known and known to me to be the individual                       
described in and who, as TENANT, executed the foregoing                
instrument and acknowledged to me that                        he       
executed the same.                                                     
                                                                       
 
                              ---------------------------------

                                      -22-
<PAGE>

                     RIDER TO LEASE DATED December 15th 1997
                                 BY AND BETWEEN
           GCS REALTY CO.,INC. d/b/a ROYAL REALTY COMPANY, as Landlord

                                       and
                 EDUCATIONAL VIDEO CONFERENCING, Inc., as Tenant
                PREMISES: 35 East Grassy Sprain Road, Yonkers, N.Y.


          37.  If the  provisions  of this  Rider  conflict  in any way with the
provisions  of the  printed  form  lease to which this  Rider is  attached,  the
provisions of this Rider shall control.

          38. This Lease  constitutes the entire  agreement  between the parties
and any all  prior  understanding,  representations,  agreement  and  contracts,
written or oral, are merged herein, and no statement,  representation,  claim or
warranty not set forth  herein shall be binding upon the party  against whom the
same may be asserted.

          39. The Tenant expressly covenant,  represent,  warrant and agree that
it shall use and occupy the demised premises for the express and limited uses in
this Lease  specifically  specified  only and for no other use or  purpose.  The
Tenants make this covenant, warranty,  representation and agreement knowing that
the Landlord is entering into this Lease in reliance thereon that such covenant,
warranty,  representation and agreement is the essence of this agreement. In the
event of a breach or threatened breach by Tenants or anyone claiming under it of
this  article,  Landlord  shall  have the right of  injunction  and the right to
invoke any and all remedies under this lease and any remedies  allowed at law or
equity by reason of such breach or threatened breach by Tenants.

          40. The Tenant agrees to pay as rent in addition to the rent set forth
heretofore and hereafter in this lease, the following:

          In the  event  there  should  be any  increase  in the  amount of real
property taxes payable by the Landlord to any municipal  government having power
to tax said premises,  or any special assessments,  on the entire premise during
any tax year  commencing  during any lease year of the term of this lease,  over
the tax payable in the base year,  the Tenant  shall pay as  additional  rent, a
proportionate  share of the amount of such increase,  if any,  during each lease
year of the term of this  lease.  Such  additional  rent shall be payable to the
Landlord  within Thirty (30) days after demand by the  Landlord.  The term "Base
tax year" shall mean fiscal tax year 1998/99 for taxes  payable on a fiscal year
basis,  or calendar year 1998 for those  payable on a calendar  year basis.  Tax
increases  for the last year of this lease,  shall be  apportioned.  The term "A
proportionate  share  of the  amount  of  increase"  for  the  purposes  of this
paragraph  shall mean such part of the  increase  obtained  by  multiplying  the
increase by a fraction of which the  numerator  shall be the area in square feet
of the office space leased by Tenant,  and the denominator  shall be the area in
square feet of all rentable space in existence in the entire premises, including
Tenant's space,  during the lease year in question.  Basement space shall not be
included in the aforesaid computation.  For the purpose of this paragraph, the %
shall be 4.8%.
         
                                      -23-
<PAGE>


          If  landlord  elects  to  add  on to  the  building,  the  calculation
determining  Tenant  rent tax  percentage  in  paragraph  40  shall be  adjusted
accordingly to reflect the increase in the total square footage of the building.

          If event of a reduction in real estate taxes  applicable to the period
tenant is in occupancy and Tenant has paid its  proportionate  share of taxes as
provided herein Tenant shall be entitled to a rent tax rebate  proportionate  to
the  percentage of space  occupied by Tenant in the building  during said period
less  Tenant's  proportionate  share of legal fees,  appraisals,  administrative
expense and other costs and  disbursements  attributable  to the tax  reduction.
Said rebate shall be paid in a timely manner.

          41. Tenant shall keep the premises in good, clean condition  including
its use of the bathroom  facilities.  Tenant shall be responsible for and shall,
at its sole cost and expense,  make all needed  replacement of cracked or broken
glass,  windows and doors, floor covering and hung ceiling for damages caused by
tenant. At the expiration of this lease,  Tenant shall surrender the Premises in
good  condition,  reasonable  wear and  tear and loss by fire or other  casualty
excepted  and shall  surrender  all keys for the  Premises to Landlord and shall
inform  Landlord  of all  combinations  of door locks which lead to and from the
demised  premises.  Upon  moveout by Tenant,  should the  Premises  require  any
repairs which are the  responsibility of Tenant  hereunder,  Landlord shall have
the right to make such repair at Tenant's sole cost.

          42. Intentionally Deleted.

          43.  The common  area  plumbing  facilities  shall not be used for any
purpose other than that for which they are constructed, and no foreign substance
of any kind or  grease  or any  materials  containing  grease,  shall be  thrown
therein,  and the expense of any breakage,  stoppage or damage  resulting from a
violation  of this  provision  shall be borne by  Tenant,  who  shall,  or whose
employees, agents or invitees shall have caused it.

          44. Electric Current: Electricity is included in rent.


                                      -24-

<PAGE>

               General Conditions
               ------------------

          1.  Landlord  shall not be liable to Tenant  for any loss or damage or
expense which Tenant may sustain or incur if either the quantity or character of
electric  service is changed or is no longer  available or suitable for Tenant's
requirements.

          2. Tenant  covenants  and agrees that at all times its use of electric
current shall never exceed the capacity of existing feeders to Tenant's floor(s)
or space (if less than an entire  floor) or the capacity of the risers or wiring
installation  in the  building.  Tenant  agrees  not to connect  any  additional
electrical  equipment to the building electric  distribution  system, other than
lamps, typewriters,  personal computers, video conferencing equipment, photocopy
machines,  other small  office  machines  which  consume  comparable  amounts of
electricity,  without  Landlord's prior written consent.  Any riser or risers to
supply  Tenant's  electrical  requirements,  upon written  request of Tenant but
subject to the prior  written  approval of Landlord  in each  instance,  will be
installed  by  Landlord,  at  Tenant's  sole cost and  expense,  if the same are
reasonably  deemed  necessary by Landlord and will not cause permanent damage or
injury to the  building or demised  premises  or cause or create a dangerous  or
hazardous condition or entail excessive or unreasonable alterations,  repairs or
expense or interfere with or disturb other tenants or occupants.

          45. Landlord hereby reserves the right at any time to make alterations
or  additions  to and to build  additional  stories on the building in which the
premises  are  contained  and to  building  adjoining  the same.  Landlord  also
reserves the right to construct  other  buildings or improvements on the subject
premises from time to time and to make alterations  thereof or additions thereto
and to build  additional  stories on any such building or buildings and to build
adjoining same,  provided the use and occupancy of the demised  premises are not
substantially impaired.

          46.  Tenant  covenants to provide and keep in force during the term of
this lease for the benefit of Landlord and Tenant general liability  policies of
insurance  in standard  form,  protecting  the  Landlord  against any  liability
whatsoever,  occasioned  by and acts,  or omissions  of the Tenant,  its agents,
representatives,   or  employees  on  or  about  the  demised  premises  or  any
appurtenances  thereto.  Such  policies  are to be written  by good and  solvent
insurance  companies,  satisfactory  to  Landlord  in the amount of TWO  MILLION
($2,000,000)  DOLLARS  for  each  occurrence  and  naming  the  Landlord  as  an
additional insured. Said policy shall provide for 20 days notice of cancellation


                                      -25-
<PAGE>



to Landlord.  Additionally,  Tenant hereby agrees to waive any right sobrogation
of which it may have  against  the  Landlord,  and Tenant  agrees to obtain said
provision in its insurance  policy  herein.  A certificate of all such insurance
shall be  delivered  to the Landlord  when  procured.  In case of default by the
Tenants in having such  policies of  insurance  issued,  Landlord may cause said
policies to be issued at the expense of the Tenant.  On default by the Tenant of
the payment of any of the premiums on such policies  when payment  thereof shall
be due and payable,  or shall be demanded by the Landlord whether said insurance
is procured by Landlord or by Tenant, Landlord may thereupon pay them and Tenant
agrees on demand to repay to the  Landlord  the  monies so paid,  together  with
interest  thereon at the rate of nine (9)  percent  per annum,  from the date or
dates of payment, by Landlord,  and upon the failure so to pay upon such demand,
the sum or sums so paid by Landlord  with  interest  thereon at the rate of nine
(9) percent per annum and all costs and charges  including  attorney's  fees and
other expenses  shall be and are hereby  declared to be rent payable on the rent
day next  ensuing or at the option of the Landlord on any  subsequent  rent day,
and shall be collected as  additional  rent in the same manner and with the same
remedies as if it had been originally reserved hereunder.

          47. Tenant shall not, without  Landlord's prior written consent,  keep
anything  within the  premises for any purpose  which  increases  the  insurance
premium cost or  invalidates  any  insurance  policy  carried on the premises or
other part of the shopping center.  Tenant shall pay as additional rental,  upon
demand of  Landlord,  any such  increased  premium  cost due to Tenant's  use or
occupation  of the  premises.  All  property,  including the property of others,
kept,  stored,  or  maintained  within the  premises  by Tenant  shall be at the
Tenant's  sole risk.  Notwithstanding  the above,  in no event  shall  tenant be
permitted to store property of others at the demised premises for any reason.

          48. The  Landlord  has not  conveyed to the Tenant any rights in or to
the  outer  side of the  outside  walls of the  building  of which  the  demised
premises form a part,  and the Tenant shall not display or erect any  lettering,
signs, advertising,  awnings or other projections or do any borings or cuttings,
stringing  of  wires  or  make  any  alterations,   declarations,  additions  or
improvements  in or to  the  outside  of the  demised  premises,  including  the
windows,  or in or to the building of which they form a part,  without the prior
written consent of the Landlord.

          49.  Tenant  shall  procure,  at its sole  expense,  any  permits  and
licenses  and pay all fees  required  for the  transaction  of  business  in the
Premises and  otherwise  comply with all local,  state,  federal and  applicable
laws, ordinances and governmental regulations, and pay all fines imposed for any
violations.



                                      -26-

<PAGE>

          50. The Tenant shall indemnify and hold harmless the Landlord from any
and all liability, damage, expense, cause of action, suits, claims, penalties or
judgments  arising  from  injury to person or  property  or from loss of life or
property  sustained by anyone whomsoever in and about said demised premises,  or
any part  thereof,  or in or upon adjacent  property or adjoining  sidewalks and
streets of any and every nature and from any matter or thing  growing out of the
alteration or repair of tenant's  demised premises in the building now or at any
time  hereafter,  or any part  thereof,  and/or  arising from any act or acts or
omission or omissions of the tenant or its use or occupation of the said demised
premises.  The Tenant  shall,  at its own cost and  expense,  defend any and all
suits or  actions  which may be brought  against  the  Landlord  or in which the
Landlord  may be  impleaded  with others upon any such above  mentioned  matter,
claim or claims  and in the event of the  failure  of the  Tenants so to do, the
Landlord (at its option, but without being obliged to do so) may at the cost and
expense of the tenants and upon proper  written notice to the tenants defend any
and all such suits or actions and the Tenants shall  satisfy,  pay and discharge
any and all judgments  that may be brought  against the Landlord or in which the
Landlord may be impleaded with others and in the event of failure of the tenants
to pay the amount or amounts for which the  Landlord  shall  become  liable,  as
aforesaid,  the Landlord may pay the same and the amount or amounts so paid with
interest thereon, shall become due and payable by the Tenants as additional rent
with the next installment of rent which shall become due under this lease.

          51.  Landlord  reserves  the right to review and revise any  insurance
coverage  required  to be supplied  by the Tenant  pursuant to this Lease,  with
regard to the option period herein,  provided such revised  insurance limits are
consistent with insurance being requested at that time from other tenants in the
office building.

          52.  Landlord  herewith  represents  that it  presently  has, and will
maintain  in effect,  a general  liability  insurance  policy or  policies  with
coverage  for bodily  injury and  property  damage in the minimum  amount of Two
Million ($2,000,000.00) Dollars,  combined single limit. In the event of a claim
by Tenant against  Landlord for any liability within the coverage of said policy
or  policies,  Tenant  agrees  that  Landlord's  liability  shall be  limited to
recovery out of the proceeds of said insurance policy or policies.


                                      -27-
<PAGE>

          53.  Except as herein  provided,  Tenant shall have no power to do any
act or make any contract which may create or be the foundation for any lien upon
the  reversion  of  Landlord,  the  premises  herein  demised or the building or
improvement of which said premises are a part. If any mechanics or other lien or
order for  payment of money or any notice of  intention  to file a lien shall be
filed against the demised premises, or the building or improvement of which said
premises  form a part,  by reason  of or  arising  out of any labor or  material
furnished  or alleged to have been  furnished,  or to be furnished to or for the
demised  premises  or any  occupant  thereof or for or by reason of any  change,
alteration or the cost or expense thereof,  or any contract relating thereto, or
against the interest of Landlord, Tenant at Landlord's direction shall cause the
same to be cancelled and discharged of record by bond or otherwise as allowed by
law at the  expense of Tenant  within ten (10) days after  notice  thereof;  and
Tenant  shall  also  defend on behalf of  Landlord,  at  Tenant's  sole cost and
expense,  any action, suit or proceeding which may be brought thereon or for the
enforcement of such lien,  liens, or orders,  and Tenant will pay any damage and
satisfy and discharge any judgment  entered  thereon and save harmless  Landlord
from any claim or damage resulting therefrom.

          Any work  performed at the demised  premises by an outside  contractor
must be  performed  with the prior  written  consent of the  Landlord as well as
proper  advance  notice to the Landlord as to the  scheduling  of any such work.
Certificate  of Insurance  must be submitted to the office of the Landlord prior
to  commencement  of any  work  at the  demised  premises.  The  Certificate  of
Insurance  must set forth GCS Realty Co., Inc.  d/b/a Royal Realty Company as an
additional insured.

          54. All rental and additional rental shall be payable at the office of
the Landlord to the Landlord's designated agent, the Business Manager, currently
located at 55 East Grassy Sprain Rd., Yonkers,  New York, without any set-off or
deduction whatsoever.

          55. In the event  that  there is any  dispute  under the terms of this
lease (other than with regard to the payment of the rent reserved),  or if there
is any disagreement as to its construction and effect,  the parties hereto agree
that the  tenant  shall  continue  to pay the full fixed  rental and  additional
rental as hereinbefore provided without any offset or deduction whatsoever.  The
tenant shall,  under no circumstances,  have the right of offset or counterclaim
with  regard to the payment of fixed rent or any item of  additional  rent or to
withhold  payment  of all or any part  thereof,  all of  which  shall be due and
payable at once when due.

          56. Rent  payments,  including  additional  rent, are due the first of
each month. If for any reason the payment is received later than the 10th of the
month, then a 10% late charge must accompany payment. If received later than the
15th of the month,  then a 15% late charge must  accompany  the payment.  If the
charge does not accompany the payment, then the Tenant will be deemed in arrears
the following  month.  The late charges will be  considered as additional  rent.
This  provision  shall also apply to any increase in the security as required by
this lease.

          In the  event  that any  check  received  for the  payment  of rent or
additional  rent due under this lease is returned by the  Tenant's  bank for any
reason,  insufficient or uncollected funds, then in that event, there shall be a
charge of $20.00 for any such returned check.

                                      -28-
<PAGE>

          57. If the Tenant  shall at any time be in default  hereunder,  and if
the Landlord shall institute an action of summary  proceeding against the Tenant
based upon such  default,  then the Tenant will  reimburse  the Landlord for the
expense of attorneys' fees and  disbursements  thereby incurred by the Landlord,
so far as the same are  reasonable in amount.  Also, so long as the Tenant shall
be a  Tenant  hereunder  the  amount  of such  expenses  shall be  deemed  to be
"additional  rent" hereunder and shall be due from the Tenant to the Landlord on
the first day of the month following the incurring of such respective expenses.

          58. Intentionally Deleted.

          59. Rent  security will be increased and be payable on the first (1st)
day of each lease year in which the rent is increased so that the rent  security
at all times will be equal to one months  rent.  Failure to pay the  increase in
security  as provided  for herein when due shall be subject to the late  payment
fees as provided in this lease.

          At the termination of the lease,  Landlord shall be entitled to deduct
from the  security  deposit,  the  Tenant's  portion of the real estate taxes as
provided in Paragraph 40.

          On  execution  of Lease,  Tenant  shall remit  $2236.00 in  additional
security on-hand will then total $4946.00 representing one month security.

          60.  Tenant  shall  not have the  right to  sublet  all or part of the
demised premises. If the Tenant wishes to sublet the premises,  the Tenant first
shall  notify  Landlord,  in  writing,  specifying  the  name  of  the  proposed
sub-tenant,  the name and  character of its business,  the terms,  including the
proposed rental charge, of the proposed  sublease and current  information as to
the financial  responsibility and standing of the proposed  sub-tenant and shall
provide Landlord with such other information as it reasonably  requests.  If the
proposed  rent is  greater  than the base  rent  contained  in this  lease,  the
landlord  shall be  entitled to receive 50% of any excess in rent above the base
rent. Tenant and the prospective sub-tenant shall execute an affidavit as to the
true rent.  Any attempt to subvert  this  provision  shall  constitute a default
under the terms of this  lease.  Provided  the  Tenant  complies  with the above
requirements, the Landlord agrees not unreasonably to withhold its consent.

          61. Any claim for brokerage commission for the leasing of the premises
shall  be  paid  by the  Tenant.  In the  event  that  there  is any  litigation
pertaining to broker's  commission  each of the parties shall be responsible for
their own legal fees and expenses in defense of any such action.

          62. The failure of the Tenants to remove  their  fixtures or furniture
property at the termination of the term of this lease,  or on Tenants  otherwise
vacating the premises,  shall be deemed an  abandonment  of said property at the
option of the Landlord.

                                      -29-
<PAGE>

          63.  Landlord  shall have the right to enter upon the  Premises at any
reasonable  time for the purpose of inspecting the same, or of making repairs to
the  Premises,  or of making  repairs,  alterations  or  additions  to  adjacent
premises,  or of showing the  Premises  to  prospective  purchasers,  lessees or
lenders.  Use of the roof above the  Premises is reserved  to  Landlord.  Tenant
shall not be allowed on the roof without Landlord's prior written consent.

          64.  Upon  the  expiration  or other  termination  of the term of this
lease, Tenant shall quit and surrender to Landlord the demises,  broom clean, in
good order and condition, ordinary wear excepted.

          65. Tenant agrees that Landlord may amend,  modify,  delete or add new
and additional  reasonable  rules and regulations for the demise and care of the
premises,  the building of which the premises are a part,  provided  they do not
impair the right to use and occupy the premises as intended.

          66.  Landlord  reserves the right to promulgate  rules and regulations
with  respect to parking  area by  Tenants,  Tenants'  employees,  and  Tenants'
customers.

          67. The building, of which the demised premises forms a part, shall be
open from 7:00 a.m. to 7:00 p.m. from Monday  through  Friday and from 8:00 a.m.
to 1:00 p.m. on Saturdays,  National Holidays excepted.  For the purpose of this
paragraph,  National Holidays shall be, New Year's Day,  Washington's  Birthday,
Memorial  Day,  Independence  Day,  Labor Day,  Thanksgiving  Day,  Thanksgiving
Friday, and Christmas.

          68. The Tenant shall notify the Landlord  prior to moving in or moving
out of the  demised  premises  or, in the event that the Tenant  expects a large
delivery which would necessitate the use of the elevator, for proper preparation
of the  elevator  for such use. In all such  events,  the moving  hours shall be
Monday - Friday, between the hours 8:00 - 4:00 only. There shall be no moving in
or moving out on weekends.

          Any damages to the elevator  and/or  building  premises,  shall be the
direct  responsibility of the Tenant,  notwithstanding  the fact that the Tenant
may utilize the services of a third party and/or moving company.

          69.  Tenant will not use any part of the premises for the  generation,
transport, storage or treatment of any hazardous or toxic materials.

                                      -30-
<PAGE>

          70.  Tenant shall  comply with any  recycling  program  imposed by any
municipalities having jurisdiction thereof.

          71. (a) If, in connection with obtaining or renewing financing for the
Real Property, an institutional lender shall request modifications in this lease
as a condition to such financing,  Tenant will not withhold,  delay or defer its
consent thereto,  provided that such modifications neither increase the monetary
obligations  of Tenant nor  decrease  the size of the  demised  premises  or the
services required to be provided by Landlord.

              (b)  Tenant  agrees,   within  a  reasonable   time  after   being
requested,  to submit such financial information as pertaining to monthly rental
and additional rent as may be reasonably required by Landlord's mortgagee(s).

          72. Tenant  acknowledges  that possession of the demised premises must
be surrendered at the expiration or sooner  termination of the term,  time being
of the  essence.  Tenant  shall  indemnify,  defend and save  Landlord  harmless
against all liabilities, obligations, damages, penalties, claims, costs, charges
and  expenses,  including  reasonable  attorney's  fees  and  claims  made  by a
successor  Tenant based upon the failure or refusal of Tenant to  surrender  the
demised  premises  in a timely  fashion.  The  parties  agree that the damage to
Landlord resulting from failure by Tenant to surrender possession of the demised
premises on a timely basis will be extremely substantial, will exceed the amount
of rent payable hereunder and will be impossible of accurate measurement. Tenant
shall pay Landlord,  as liquidated damages for each month and for any portion of
a month during which Tenant holds over in the demised  premises after expiration
or  sooner  termination  of the term of this  lease,  a sum equal to 200% of the
average  rent which was  payable  per month  under this lease  during the last 3
months  of  the  term.  Such   liquidated   damages  shall  not  limit  Tenant's
indemnification  with respect to claims made by any  succeeding  Tenant  founded
upon  Tenant's  failure or refusal to surrender  the demised  premises.  Nothing
contained  herein shall be deemed to authorize  Tenant to remain in occupancy of
the demised premises after the expiration or sooner termination of the term. The
foregoing  provisions  of this  paragraph  are in  addition to and do not affect
Landlord's  rights of re-entry or any other  rights of Landlord  hereunder or as
otherwise provided by law.

          73.  Tenant shall not be permitted to maintain and operate a microwave
oven or any other  cooking  appliances  or  heating  appliances  at the  demised
premises.

          74. Tenant agrees to notify  Landlord,  in writing,  within sixty (60)
days of the  expiration  of this lease as to  whether  or not Tenant  intends to
renegotiate a new lease with the Landlord.

          75. Landlord shall provide storage space in the basement area totaling
140 square feet in the basement at a cost of $116.67 per month.

                                      -31-

<PAGE>


                   RENT RIDER TO LEASE DATED DECEMBER 15, 1998
                       BY AND BETWEEN GCS REALTY CO., INC.
                           d/b/a ROYAL REALTY COMPANY
                                as Landlord, and
                      EDUCATIONAL VIDEO CONFERENCING, Inc.
                                    as Tenant

       

The annual rent for Suite #200 (1628) and Suite #210 (845)shall be as follows:
-----------------------------------------------------------------------------

From 09/01/97 to 08/31/98          at the rate of $21,504.96 per annum
                                   ($1,792.08 per month);
From 09/01/98 to 08/31/99          at the rate of $22,440.00 per annum
                                   ($1,870.00 per month);
From 09/01/99 to 08/31/00          at the rate of $23,375.04 per annum
                                   ($1,947.92 per month);
From 09/01/00 to 08/31/01          at the rate of $24,309.96 per annum
                                   ($2,025.83 per month);
From 09/01/01 to 08/31/02          at the rate of $25,245.00 per annum 
                                   ($2,103.75 per month).

December 15, 1998-November 30, 1999     Annually $59,352.00
                                        Monthly   $4,946.00

December 01, 1999-November 30, 2000     Annually $61,824.96
                                        Monthly   $5,152.08

December 01, 2000-November 30, 2001     Annually $64,298.04
                                        Monthly   $5,358.17

December 01, 2001-August 21, 2002       Annually $66,771.00
                                        Monthly   $5,564.25    


                                      -32-