<PAGE>



EXHIBIT (10)(AF)

                      INDUSTRIAL & RESEARCH ASSOCIATES CO.

                                                                      LANDLORD

                                      WITH


                       TOTAL TEL USA COMMUNICATIONS INC.

                                                                      TENANT


                               AGREEMENT OF LEASE






PREMISES -- SUITE 410
            20 CROSSWAYS PARK NORTH
            WOODBURY, NEW YORK 11797








<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

ARTICLE                                                                               PAGE
-------                                                                               ----

<S>               <C>                                                                 <C>
I                 DEMISE                                                                 1

II                TERM                                                                   2

III               BASIC RENT-- ADDITIONAL RENT                                           4

IV                UTILITIES AND SERVICES                                                 7

V                 LANDLORD'S WORK, REPAIR AND MAINTENANCE                                9

VI                CHANGES AND ALTERATIONS -- SURRENDER OF
                           DEMISED PREMISES                                             11

VII               COMPLIANCE WITH ORDERS, ORDINANCES, ETC.                              13

VIII              MECHANIC'S LIENS                                                      14

IX                INSPECTION OF DEMISED PREMISES BY LANDLORD                            15

X                 RIGHT TO PERFORM COVENANTS                                            16

XI                DAMAGE OR DESTRUCTION                                                 17

XII               CONDEMNATION                                                          20

XIII              BANKRUPTCY OR OTHER DEFAULT                                           22

XIV               CUMULATIVE REMEDIES -- NO WAIVER                                      31

XV                SUBORDINATION                                                         32

XVI               QUIET ENJOYMENT                                                       33

XVII              NOTICES                                                               34

XVIII             DEFINITION OF CERTAIN TERMS, ETC.                                     35

XIX               INVALIDITY OF PARTICULAR PROVISIONS                                   36

XX                COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES                      37

XXI               INSURANCE                                                             38

XXII              USE, ASSIGNMENT OR SUBLETTING                                         39

XXIII             RULES AND REGULATIONS                                                 41

XXIV              LANDLORD'S LIABILITY                                                  42

XXV               ENTIRE AGREEMENT                                                      43

XXVI              CERTIFICATES                                                          44

XXVII             SECURITY                                                              45

XXVIII            BROKER                                                                46

XXIX              SIGNS                                                                 47

XXX               HOLDING OVER                                                          48

XXXI              TEMPORARY SPACE                                                       49

XXXII             OPTION TO RENEW                                                       50

</TABLE>

                      EXHIBITS
                      --------
    Demised Premises                   "A" & "A-1"
    Building Site Plan                 "B"
    Work Letter                        "C"
    Cleaning Specifications            "D"
    Rules & Regulations                "E"







<PAGE>


                  THIS INDENTURE OF LEASE made the 12th day of May, 1999, by and
between INDUSTRIAL & RESEARCH ASSOCIATES CO., a co-partnership, with offices at
7600 Jericho Turnpike, Woodbury, New York 11797, hereinafter referred to as the
"LANDLORD" and TOTAL TEL USA COMMUNICATIONS INC., with offices at 150 Clove
Road, Little Falls, New Jersey 07424, hereinafter referred to as the "TENANT".

                               W I T N E S S E T H

                  WHEREAS, the LANDLORD is the owner in fee of the premises
hereinafter demised

                  NOW, THEREFORE, LANDLORD and TENANT covenant and agree as
follows:

                                    ARTICLE I

                                     DEMISE

                  Section 1.1 The LANDLORD, for and in consideration of the
rents, covenants and agreements, hereinafter reserved and contained herein,
hereby leases and TENANT does hereby take and hire, upon and subject to the
covenants and conditions hereinafter expressed which the TENANT agrees to keep
and perform, the premises shown on the floor plan annexed hereto as Exhibit "A",
hereinafter called the "Demised Premises" consisting of 2,770 square feet
rentable in the building as shown on the Plan annexed hereto and marked Exhibit
"B", situated at 20 Crossways Park North, Woodbury, New York 11797, together
with the right to use, in common with other tenants of the LANDLORD in this and
other buildings, the parking area shown on Exhibit "B" (hereinafter called
"parking area") for the parking of automobiles of employees, customers, invitees
or licensees of the TENANT and other tenants of the LANDLORD.



                                       1




<PAGE>



                                   ARTICLE II

                                      TERM

                  Section 2.1 The basic term of this Lease (hereinafter referred
to as the "Term") shall commence upon the date the LANDLORD gives notice to the
TENANT that the LANDLORD has substantially completed the work set forth on the
Work Letter attached hereto as Exhibit "C". The term "substantially completed"
as used herein shall be deemed to mean so complete as to allow the TENANT to
enter the Demised Premises and conduct its normal business operations therein
even though there may be minor items of decoration or construction to be
completed. At the time of the commencement of the Lease the LANDLORD shall have
received a temporary or permanent Certificate of Occupancy for the Demised
Premises (unless any work to be done therein, by the TENANT, shall prevent the
issuance of either such Certificate of Occupancy) and the air conditioning,
heating, plumbing and electrical systems in the Demised Premises and the
elevator in the building shall be in good working order and the said Demised
Premises shall be free of debris.

                  Section 2.2 The term of this Lease shall be for three (3)
years.

                  The term "Lease year" as used herein or "year" as used herein,
shall mean a twelve (12) month period. The first Lease year shall commence on
the date of the term hereof, but if such date of commencement shall be a date
other than the first day of a month, the first Lease year shall commence on the
first day of the month following the month in which the term of the Lease
commences. Each succeeding Lease year during the term hereof shall commence on
the anniversary date of the first Lease year.



                                       2






<PAGE>



                  Section 2.3 Immediately following the determination of the
commencement date of the term of this Lease, the LANDLORD and the TENANT, at the
request of either party, shall execute an agreement in recordable form, setting
forth both the dates of the commencement of the term of this Lease and the date
of the termination hereof.

                  Section 2.4 The parties expect that the term of this Lease
will commence ninety (90) days after the execution of this Lease. In the event,
however, that the LANDLORD is unable to substantially complete the work set
forth on Exhibit "C" by reason of strikes, inability to obtain materials,
governmental regulations, acts of God or other matters beyond LANDLORD'S
reasonable control then, and in that event, the provisions of Section "2.1"
shall control the commencement of the term hereof.

                  Section 2.5 Notwithstanding anything to the contrary contained
herein, in the event that the LANDLORD cannot deliver TENANT'S permanent Demised
Premises within ninety (90) days of TENANT'S occupancy of TENANT'S temporary
demised premises, TENANT shall have the option of canceling this Lease
Agreement. TENANT shall provide one week of prior notice of TENANT'S intention
to cancel. TENANT shall move out of TENANT'S Demised Premises at the end of such
seven-day period and LANDLORD shall return all monies received from the TENANT.
Upon TENANT vacating the temporary demised premises and the return of any monies
paid to the LANDLORD, neither party shall have any further obligation to the
other. In the event the TENANT shall remain in the temporary Demised Premises
beyond such seven-day period, TENANT shall pay a per diem rent of $130.19.




                                       3






<PAGE>



                                   ARTICLE III

                          BASIC RENT -- ADDITIONAL RENT

                  Section 3.1 The TENANT shall pay to the LANDLORD an Annual
Basic Rent to INDUSTRIAL & RESEARCH ASSOCIATES CO. at P.O. Box 9020, Hicksville,
New York 11802-9020, in equal monthly installments in advance of or on the first
day of each month without notice and demand and without abatement, deduction or
set-off of any amount whatsoever as per the following schedule:

<TABLE>
<CAPTION>

      TERM                     ANNUAL RENT               MONTHLY RENT
      ----                     -----------               ------------
<S>                             <C>                       <C>
Lease Year 1                    $62,325.00                $5,193.75

Lease Year 2                    $64,818.00                $5,401.50

Lease Year 3                    $67,421.80                $5,618.48

</TABLE>

The fractional rent, if any, from the rent commencement date (as above provided)
to the date of the first day of the following month shall be paid by the TENANT
to the LANDLORD within five (5) days after the rent commencement date. The
LANDLORD acknowledges receipt of $5,713.13 representing the rent and electrical
charges (as indicated in Section 4.2 of this Lease) for the first full month for
which rent is due hereunder.

                  Section 3.2 As additional rent during each and every Lease
year during the term hereof and any renewals the TENANT shall pay to the
LANDLORD its proportionate share of any increase in real estate taxes over the
1998/99 School Tax and the 1999 Town Tax.

                  A. TENANT'S proportionate share of any such increase shall be
determined by multiplying any such increase by a fraction, the numerator of
which shall be the total gross rentable area of the Demised Premises (i.e.,
2,770 square feet) and the denominator of which shall be the total gross
rentable area of the building of which the Demised Premises form a part (i.e.,
55,000 square feet), i.e., 5.04%.




                                       4





<PAGE>



                  B. TENANT shall similarly pay its proportionate share as
determined in sub-paragraph "A" above of any ad valorem assessments, or
impositions against the real property of which the Demised Premises form a part
and its proportionate share of any taxes which shall be imposed in lieu of any
ad valorem real property tax as the same is presently considered, except that
TENANT shall not be obligated to pay any portion of any assessment or
impositions (whether payable in installments or otherwise) which have become a
lien prior to the commencement of the term of this Lease. In the event that
there shall be any general or special assessments or impositions against the
said real property which the TENANT is obligated to pay a proportionate share,
the LANDLORD agrees that if the said assessments or impositions may be paid in
installments that the LANDLORD will elect to pay the same in installments and
the TENANT shall only be responsible to pay its proportionate share of those
installments which cover the period of the term of the Lease.

                  Section 3.3 In the event that LANDLORD or any major tenant of
the building should contest any taxes or assessments levied against the
building, the TENANT agrees to cooperate but is not obligated to contribute to
any expenses incurred by the LANDLORD in any such proceeding or action. In the
event that there shall be any refunds of taxes by reason of any such action or
proceeding, the TENANT shall be entitled to receive back its proportionate share
of the net refund (after deducting therefrom the cost of the action or
proceeding including, without limitation, reasonable fees for experts, court
costs, attorneys, etc.). In no event shall TENANT be entitled to any refund in
excess of the amount of taxes paid by the TENANT for the year for which such
refund was made.

                  Section 3.4 Rent and Additional Rent shall be payable in
lawful money of the United States to the LANDLORD at P.O. Box 9020, Hicksville,
New York 11802-9020, or at such other place as the LANDLORD may from time to
time designate, in advance, without notice, demand, offset or deduction except
as specifically set forth herein. In the event any payment of Basic Rent or
Additional Rent shall not be made to LANDLORD within ten days after the due date
thereof, there shall be added to the





                                       5






<PAGE>


amount a sum equal to five percent of the unpaid items to help defray LANDLORD'S
additional costs for additional bookkeeping and other costs in connection
therewith.

                  Section 3.5 Any payment to LANDLORD provided for herein, for
which no specific time period is set forth within which it is to be paid, must
be paid within fifteen (15) days of receipt of notice that same is due.






                                       6






<PAGE>



                                   ARTICLE IV

                             UTILITIES AND SERVICES

                  Section 4.1 Throughout the term of this Lease, LANDLORD shall
supply and TENANT shall pay for TENANT'S electricity used in the Demised
Premises and for the common areas for normal lighting. The TENANT shall use no
electric equipment in the Demised Premises other than normal typewriters,
desktop computers, fax machines, copiers and other normal small office machines.
If the TENANT introduces equipment onto the premises other than other normal
small office business machines, TENANT shall reimburse LANDLORD for the
additional cost of electricity necessary for same.

                  Section 4.2 LANDLORD shall supply, at LANDLORD'S own expense,
water to the building of which the Demised Premises form a part for normal
office building consumption.

                  Section 4.3 The cost of electricity to the TENANT, during the
term of this Lease, shall be the sum of $6,232.50 per year payable in equal
monthly installments of $519.38 in advance.

                  Section 4.4 The LANDLORD covenants to provide and pay for
heat, air-conditioning, elevator service and electricity to the building between
the hours of 8:00 a.m. and 6:00 p.m., Monday through Friday and Saturday between
the hours of 8:00 a.m. to 1:00 p.m. However, if one of the days above is a
"Holiday", the above services shall not be in operation. The term "Holidays"
shall mean New Year's Day, Washington's Birthday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas, and such other Holidays as may, from
time to time, be nationally recognized.

                  Section 4.5 The LANDLORD covenants to provide and pay for
cleaning services by LANDLORD'S cleaner as per the Cleaning Specifications
attached hereto and made a part hereof as Exhibit "D".







                                       7








<PAGE>



                  Section 4.6 LANDLORD agrees that TENANT'S move into or out of
the Building may take place on Saturdays, Sundays and Holidays, and that during
the period while TENANT is in the process of moving into the Building, LANDLORD,
at TENANT'S expense, shall furnish a Supervisor from LANDLORD'S staff during the
move-in period. TENANT agrees to give at least seven days' prior written notice
to LANDLORD of the date of any such move, and the time thereof and TENANT shall
use the loading areas and service elevator designated by LANDLORD for such
moving and deliveries, and to otherwise abide by the Rules established by
LANDLORD as respect deliveries to or moving into or out of the Demised Premises.
TENANT shall supply, at TENANT'S cost and expense, protective coverings to
protect the floors and walls of the Building when moving into or out of the
Demised Premises or when receiving or sending any bulky or heavy materials.






                                       8






<PAGE>



                                    ARTICLE V

                     LANDLORD'S WORK, REPAIR AND MAINTENANCE

                  Section 5.1 The LANDLORD agrees, at its own cost and expense,
to do the work relating to the Demised Premises in accordance with the Work
Letter attached hereto, as Exhibit "C".

                  Section 5.2 TENANT may have its workmen commence work in the
Demised Premises prior to the substantial completion of LANDLORD'S work,
provided that such workmen do not, in any manner, interfere with or impede
LANDLORD'S workers. In the event that TENANT'S workers shall interfere with or
impede LANDLORD'S workers, then upon notice from LANDLORD, TENANT will
immediately remove its workers from the Demised Premises. TENANT'S entry into
the Demised Premises for the purpose of making TENANT'S installations shall not
be deemed a waiver of any of the TENANT'S rights under the Lease, nor shall the
same be deemed an acceptance of the work to be done by the LANDLORD hereunder.

                  Section 5.3 The TENANT covenants throughout the term of this
Lease, at the TENANT'S sole cost and expense, to take good care of the interior
of the Demised Premises and keep the same in good order and condition and to
make all repairs therein except as provided in Section "5.4" hereof.

                  Section 5.4 The LANDLORD covenants throughout the term of this
Lease, at the LANDLORD'S sole cost and expense, to make all structural repairs
to the building in which the Demised Premises are located and shall also
maintain and keep in good repair the building's sanitary, electrical, heating,
air conditioning and other systems servicing or located, in or passing through
the Demised Premises, other than

                  (i) To any systems, facilities and equipment installed on
behalf of the TENANT; and




                                       9







<PAGE>



                  (ii) To any of the improvements to the interior of the Demised
Premises undertaken and completed by the TENANT; and

                  (iii) Any repairs which are necessitated by any act or
omission of the TENANT, its agents, servants, employees or invitees, which
repairs TENANT shall make at its own cost and expense. In the event the LANDLORD
makes any repairs which are necessitated by any act or omission of the TENANT,
its affiliates, employees or invitees, LANDLORD shall submit a copy of the bill
for same and shall charge the TENANT an additional ten percent (10%) overhead
and ten percent (10%) profit along with such bill.

                  Section 5.5 Except as expressly provided otherwise in this
Lease, there shall be no allowance to the TENANT or diminution of rent and no
liability on the part of the LANDLORD by reason of inconvenience, annoyance or
injury to business arising from the making of any repairs, alterations,
additions or improvements in or to any portion of the building, on the Demised
Premises, in the parking area, or in and to the fixtures, appurtenances and
equipment thereof. The LANDLORD agrees to do any work to be done by it in such a
manner as not to unreasonably interfere with the TENANT'S use of the Demised
Premises.





                                       10





<PAGE>



                                   ARTICLE VI

            CHANGES AND ALTERATIONS -- SURRENDER OF DEMISED PREMISES

                  Section 6.1 The TENANT shall have the right, at any time and
from time to time, during the term of this Lease to make such nonstructural
changes and alterations to the Demised Premises as the TENANT shall deem
necessary or desirable. However, all changes and alterations must be made with
the written consent of the LANDLORD, which shall not be unreasonably withheld or
delayed, and any alterations affecting HVAC, plumbing and electrical work,
including lighting, must be done by the LANDLORD at TENANT'S sole cost and
expense.

                  Section 6.2 The TENANT agrees not to place any signs on the
roof or on or about the inside or outside of the building in which the Demised
Premises are situated, except for signs inside of the Demised Premises which may
not be seen from the outside, except as noted in Article XXIX of this Lease.

                  Section 6.3 All improvements and alterations made or installed
by or on behalf of the TENANT, shall immediately, upon completion of
installation thereof, be and become the property of the LANDLORD without payment
therefor by the LANDLORD.

                  Section 6.4 The TENANT shall, upon the expiration or earlier
termination of this Lease, surrender to the LANDLORD the Demised Premises,
together with all alterations and replacement thereto, in good order and
condition, except for reasonable wear and tear or damage by fire or casualty.

                  If the TENANT shall make any alterations or changes or
additions to the Demised Premises, after the commencement of the term of this
Lease, and LANDLORD shall desire the same to be removed upon the expiration of
the term hereof, then upon LANDLORD'S giving notice to the TENANT of its desire
to have the same removed, the TENANT will remove the same prior to the
expiration of the term hereof at TENANT'S sole cost and expense and TENANT will,
at its own cost and expense, restore the premises to the condition which they
were in just prior to the commencement of the term hereof, normal wear and tear
and damage by fire excepted.




                                       11






<PAGE>


                  Section 6.5 In connection with any alterations to the Demised
Premises done by TENANT including decorating, prior to any work being commenced,
TENANT shall supply to LANDLORD: (i) liability insurance from the Contractor
doing the work in an amount not less than Three Million Dollars, naming LANDLORD
as an additionally named insured; (ii) evidence that all workers doing work in
the Demised Premises are covered by Workmen's Compensation Insurance; (iii) an
agreement from TENANT'S contractor to remove all debris from the premises shown
on Exhibit "B" after 6:00 P.M. at the end of each day's work. In the event
TENANT'S contractor shall fail to remove debris on a daily basis, as hereinabove
provided, LANDLORD may order said contractors off the premises and refuse them
access to the Building thereafter.







                                       12






<PAGE>



                                   ARTICLE VII

                    COMPLIANCE WITH ORDERS, ORDINANCES, ETC.

                  Section 7.1 The TENANT covenants throughout the term of this
Lease and any renewals hereof, at the TENANT'S sole cost and expense, to comply
with all laws and ordinances and the orders and requirements of all federal,
state and municipal governments and appropriate departments, commissions, boards
and officers thereof, other than common areas, which hereafter may be applicable
to the TENANT'S use or occupancy of the Demised Premises.

                  Section 7.2 The TENANT shall have the right to contest by
appropriate legal proceedings, in the name of the TENANT or the LANDLORD or
both, but without cost or expense to the LANDLORD, the validity of any law,
ordinance, order or requirement of the nature referred to in Section "7.1"
hereof. Provided such noncompliance does not subject the LANDLORD to any
criminal liability for failure so to comply therewith, the TENANT may postpone
compliance therewith until the final determination of any proceedings, provided
that all such proceedings shall be prosecuted with all due diligence and
dispatch, and if any lien or charge is incurred by reason of noncompliance, the
TENANT may nevertheless make the contest aforesaid and delay compliance as
aforesaid, provided that the TENANT indemnifies the LANDLORD against any loss or
injury by reason of such noncompliance or delay therein.

                  Section 7.3 LANDLORD covenants and agrees that at the time of
the commencement of the term of this Lease, the Demised Premises shall comply
with all laws, ordinances and regulations applicable thereto.




                                       13






<PAGE>



                                  ARTICLE VIII

                                MECHANIC'S LIENS

                  Section 8.1 The TENANT covenants not to suffer or permit any
mechanic's liens to be filed against the fee interest of the LANDLORD nor
against TENANT'S Leasehold interest in the Demised Premises by reason of work,
labor, services or materials supplied or claimed to have been supplied to the
TENANT or any contractor, subcontractor or any other party or person acting at
the request of the TENANT, or anyone holding the Demised Premises or any part
thereof through or under the TENANT. TENANT agrees that in the event any
mechanic's lien shall be filed against the fee interest of the LANDLORD or
against the TENANT'S Leasehold interest the TENANT shall, within thirty (30)
days after receiving notice of the filing thereof, cause the same to be
discharged of record by payment, deposit, bond or order of a court of competent
jurisdiction or otherwise.

                  If TENANT shall fail to cause such lien to be discharged or
bonded with the period aforesaid, then, in addition to any other right or
remedy, LANDLORD may, but shall not be obligated to, discharge the same by
paying the amount claimed to be due, by procuring the discharge of such lien by
deposit by bonding proceedings, and in any such event, LANDLORD shall be
entitled, if LANDLORD so elects, to compel the prosecution of any action for the
foreclosure of such lien by the lienor and to pay the amount of the judgment in
favor of the lienor with interest, costs and allowances. Any amount so paid by
LANDLORD and all reasonable costs and expenses incurred by LANDLORD or the fee
owner in connection therewith, including, but not limited to premiums on any
bonds filed and attorneys' fees, shall constitute Additional Rental payable by
TENANT to LANDLORD within ten days of demand therefor.




                                       14






<PAGE>



                                   ARTICLE IX

                   INSPECTION OF DEMISED PREMISES BY LANDLORD

                  Section 9.1 The TENANT agrees to permit the LANDLORD and the
authorized representatives of the LANDLORD to enter the Demised Premises at all
reasonable times during TENANT'S usual business hours for the purpose of (a)
inspecting the same, and (b) making any necessary repairs to the Demised
Premises.

                  Section 9.2 The LANDLORD is hereby given the right, during
TENANT'S usual business hours, to enter the Demised Premises to exhibit the same
for the purpose of sale or mortgage and, during the last six (6) months of the
initial term or at anytime if the TENANT defaults in any of the terms, covenants
and conditions of this Lease, to exhibit the same to prospective tenants for the
purposes of renting.

                  Section 9.3 With regard to Sections 9.1 and 9.2, LANDLORD
shall endeavor to give reasonable notice to TENANT of LANDLORD'S intention to
inspect the premises or to make repairs.




                                       15








<PAGE>



                                    ARTICLE X

                           RIGHT TO PERFORM COVENANTS

                  Section 10.1 The TENANT covenants and agrees that if the
TENANT shall, at any time, fail to make any payment or perform any other act on
its part to be made or performed under this Lease, the LANDLORD, after the
expiration of any time limitation set forth in this Lease (except in cases of
emergency) may, but shall not be obligated to, make such payment or perform such
other act to the extent the LANDLORD may deem desirable, and in connection
therewith to pay expenses and employ counsel. All sums so paid by the LANDLORD
and all expenses in connection therewith shall be deemed Additional Rent
hereunder and be payable to the LANDLORD on the first day of the next month and
the LANDLORD shall have the same rights and remedies for the nonpayment thereof
as in the case of default in the payment of the basic rent reserved hereunder.










                                       16







<PAGE>



                                   ARTICLE XI

                              DAMAGE OR DESTRUCTION

                  Section 11.1 A. If the Demised Premises or any part thereof
shall be damaged by fire or other casualty, TENANT shall give immediate notice
thereof to LANDLORD and this Lease shall continue in full force and effect
except as hereinafter set forth.

                           B. If the Demised Premises are partially damaged or
rendered partially unusable by fire or other casualty, the damages thereto shall
be repaired by and at the expense of LANDLORD to the extent that said damages
include those installations originally installed by LANDLORD as promptly as
practical.

                           C. If the Demised Premises are totally damaged or
rendered wholly unusable by fire or other casualty, then the LANDLORD shall have
the 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 LANDLORD shall decide to demolish
it or not to rebuild it, then, in any of such events, LANDLORD may elect to
terminate this Lease or rebuild by written notice to TENANT given within ninety
(90) days after such fire or casualty specifying a date for the expiration of
the Lease or rebuilding, which date shall not be more than sixty (60) days after
the giving of such notice. Upon the date specified in a notice of termination,
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 LANDLORD




                                       17






<PAGE>



shall serve a termination notice as provided for herein, LANDLORD 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 LANDLORD'S reasonable control.

                           E. Nothing contained hereinabove shall relieve TENANT
from liability that may exist as a result of damage from fire or other casualty
caused by TENANT. Notwithstanding the foregoing, each party shall look first to
any insurance in its favor before making any claim against the other party for
recovery for loss or damage resulting from fire or other casualty, and to the
extent that such insurance is in force and collectable to the extent permitted
by law, LANDLORD and TENANT each hereby releases and waives all right of
recovery against the other or any one claiming through or under each of them by
way of subrogation or otherwise. LANDLORD and TENANT'S insurance policies shall
contain a clause providing that such a release or waiver shall not invalidate
the insurance and also, provided that such policy can be obtained without
additional premiums. In the event that there are additional premiums for such
waiver of subrogation, the party in whose favor such waiver is intended shall
have the option to either pay the additional premium or waive the condition that
the other's policy contain the same. TENANT acknowledges that LANDLORD 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
LANDLORD 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.

                  Section 11.2 The TENANT shall not knowingly do or permit to be
done any act or thing upon the Demised Premises, which will invalidate or be in
conflict with fire insurance policies covering the building of which Demised
Premises form a part, and fixtures and property therein. The TENANT shall, at
its expense, comply with all rules, orders, regulations or requirements of the
New York Board of Fire Underwriters,





                                       18






<PAGE>



or any other similar body, which may be applicable to the TENANT'S use and
occupancy of the Demised Premises, provided that the necessity for such
compliance results from the use and occupancy of the Demised Premises by the
TENANT, and shall not do, or permit anything to be done, in or upon the Demised
Premises or bring or keep anything therein, or use the Demised Premises in a
manner which shall increase the rate of fire insurance on the building of which
the Demised Premises form a part, or on the property located therein, over that
in effect when the Lease commenced, unless the TENANT shall reimburse the
LANDLORD, as additional rent hereunder, for that part of all insurance premiums
thereafter paid by the LANDLORD, which shall have been charged because of such
failure or use by the TENANT, and shall make such reimbursement upon the first
day of the month following receipt of notice of such outlay by the LANDLORD and
evidence of the payment thereof.

                  Section 11.3 Notwithstanding anything to the contrary
contained in this Lease, during any period after damage or destruction and until
the premises have been restored, the TENANT shall be entitled to an abatement of
rent and additional rent for the unusable portion of the Demised Premises, on a
square foot basis. If the Lease is terminated, all rent and additional rent
shall cease as of the day of any such damage and destruction.






                                       19





<PAGE>



                                  ARTICLE XII

                                  CONDEMNATION

                  Section 12.1 If the whole of the Demised Premises shall be
taken for any public or quasi-public use by any lawful power or authority by
exercise of the right of condemnation or eminent domain, or by agreement between
LANDLORD and those having the authority to exercise such right (hereinafter
called "Taking"), the term of this Lease and all rights of TENANT hereunder,
except as hereinafter provided, shall cease and expire as of the date of vesting
of title as a result of the Taking and the rent or additional rent paid for a
period after such date shall be refunded to TENANT upon demand.

                  Section 12.2 In the event of a Taking of less than the whole
of the Demised Premises, or the whole or part of the parking area, this Lease
shall cease and expire in respect of the portion of the Demised Premises and/or
the parking area taken upon vesting of title as a result of the Taking, and, if
the Taking results in the portion of the Demised Premises remaining after the
Taking being inadequate, in the judgment of TENANT, for the efficient,
economical operation of the TENANT'S business conducted at such time in the
Demised Premises, TENANT may elect to terminate this Lease by giving notice to
LANDLORD of such election not more than forty-five (45) days after the actual
Taking by the condemning authority, stating the date of termination, which date
of termination shall be not more than thirty (30) days after the date on which
such notice to LANDLORD is given, and upon the date specified in such notice to
LANDLORD, this Lease and the term hereof shall cease and expire. If TENANT does
not elect to terminate this Lease aforesaid:

                           (i) The new rent payable under this Lease shall be
the product of the basic rent payable under this Lease multiplied by a fraction,
the numerator of which is the net rentable area of the Demised Premises
remaining after the Taking, and the denominator of which is the net rentable
area of the Demised Premises immediately preceding the Taking, and







                                       20






<PAGE>


                           (ii) The net award for the Taking shall be paid to
and first used by LANDLORD, subject to the rights of any mortgagee, to restore
the portion of the Demised Premises and the building remaining after the Taking
to substantially the same condition and tenantability (hereinafter called the
"Pre-Taking Condition") as existed immediately preceding the date of the Taking.

                  Section 12.3 In the event of a Taking of less than the whole
of the Demised Premises which occurs during the period of one (1) year next
preceding the date of expiration of the term of this Lease, LANDLORD or TENANT
may elect to terminate this Lease by giving notice to the other party to this
Lease of such election, not more than forty-five (45) days after the actual
Taking by the condemning authority, stating the date of termination, which date
of termination shall not be more than thirty (30) days after the date on which
such notice of termination is given, and upon the date specified in such notice,
this Lease and the term hereof shall cease and expire all rent and additional
rent paid under this Lease for a period after such date of termination shall be
refunded to TENANT upon demand. On or before such date of termination, TENANT
shall vacate the Demised Premises, and any of TENANT'S property remaining in the
Demised Premises subsequent to such date of termination shall be deemed
abandoned by TENANT and shall become the property of LANDLORD.

                  Section 12.4 In the event of a Taking of the Demised Premises
or any part thereof, and whether or not this Lease is terminated, TENANT shall
have no claim against LANDLORD or the condemning authority for the value of the
unexpired term of this Lease, but:

                           (i) TENANT may interpose and prosecute in any
proceedings in respect of the Taking, independent of any claim of LANDLORD, a
claim for the reasonable value of TENANT'S fixtures and

                           (ii) A claim for TENANT'S moving expenses.



                                       21







<PAGE>



                                  ARTICLE XIII

                           BANKRUPTCY OR OTHER DEFAULT

                  Section 13.1 A. Events of Bankruptcy, The following shall be
Events of Bankruptcy under this Lease:

                           (i) TENANT'S becoming insolvent, as the term is
                  defined in Title 11 of the United States Code, entitled
                  Bankruptcy, 11 U.S.C. Sec. 101 et seq. (The "Bankruptcy Code")
                  or under the insolvency laws of New York State;

                           (ii) The appointment of a Receiver or Custodian for
                  any or all of TENANT'S property or assets;

                           (iii) The filing of a voluntary petition under the
                  provisions of the Bankruptcy Code or Insolvency Laws;

                           (iv) The filing of an involuntary petition against
                  TENANT as the subject debtor under the Bankruptcy Code or
                  Insolvency Laws, which is either not dismissed within sixty
                  days of filing, or results in the issuance of an order for
                  relief against the debtor, whichever is later; or,

                           (v) TENANT'S making or consenting to an assignment
                  for the benefit of creditors of a common law composition of
                  creditors.

                  B. Landlord's Remedies

                           (i) Termination of Lease. Upon the occurrence of an
                  Event of Bankruptcy, LANDLORD shall have the right to
                  terminate this Lease by giving thirty days prior written
                  notice to TENANT, provided, however, that this Section "13.1
                  (B) (i)" shall have no effect while a case in which TENANT is
                  the subject debtor under the Bankruptcy Code is pending,
                  unless TENANT or its Trustee in Bankruptcy is unable to comply
                  with the provisions of Sections "13.1 (B) (v)" and "13.1 (B)
                  (vi)" below. If TENANT or its Trustee is unable to comply with
                  Sections "13.1 (B) (v)" and "13.1




                                       22





<PAGE>



                  (B) (vi)" below, this Lease shall automatically cease and
                  terminate, and TENANT shall be immediately obligated to quit
                  the premises upon the giving of notice pursuant to this
                  Section "13.1 (B) (i)". Any other notice to quit, or notice of
                  LANDLORD'S intention to re-enter is hereby expressly waived.
                  If LANDLORD elects to terminate this Lease, everything
                  contained in this Lease on the part of LANDLORD to be done and
                  performed shall cease without prejudice, subject, however to
                  the right of LANDLORD to recover from TENANT all rent and any
                  other sums accrued up to the time of termination or recovery
                  of possession by LANDLORD, whichever is later, and any other
                  monetary damages or loss of reserved rent sustained by
                  LANDLORD.

                           (ii) Suit for Possession. Upon termination of this
                  Lease, pursuant to Section "13.1 (B) (i)", LANDLORD may
                  proceed to recover possession under and by virtue of the
                  provisions of the laws of the State of New York, or by such
                  other proceedings, including re-entry and possession, as may
                  be applicable.

                           (iii) Reletting of Premises. Upon termination of this
                  Lease, pursuant to Section "13.1 (B) (i)", the premises may be
                  relet by LANDLORD for such rent and upon such terms as are not
                  unreasonable under the circumstances, and if the full rental
                  reserved under this Lease (and any of the costs, expenses, or
                  damages indicated below) shall not be realized by LANDLORD,
                  TENANT shall be liable for all damages sustained by LANDLORD,
                  including, without limitation, deficiency in rent, reasonable
                  attorneys' fees, brokerage fees, and expenses of placing the
                  premises in the first class rentable condition. LANDLORD, in
                  putting the premises in good order or preparing the same for
                  re-rental may, at LANDLORD'S option, make such alterations,
                  repairs, or replacements in the premises as LANDLORD, in
                  LANDLORD'S sole judgment, considers advisable and necessary
                  for the purpose of reletting the premises, and the




                                       23







<PAGE>



                  making of such alterations, repairs, or replacements shall not
                  operate or be construed to release TENANT from liability
                  hereunder as aforesaid. LANDLORD shall, in no event, be liable
                  in any way whatsoever for failure to relet the premises, or in
                  the event that the premises are relet, for failure to collect
                  the rent thereof under such reletting, and in no event shall
                  TENANT be entitled to receive any excess, if any, of such net
                  rent collected over the sums payable by TENANT to LANDLORD
                  hereunder.

                           (iv) Monetary Damages. Any damage or loss of rent
                  sustained by LANDLORD as a result of an Event of Bankruptcy
                  may be recovered by LANDLORD, at LANDLORD'S option, at the
                  time of the reletting, or in separate actions, from time to
                  time, as said damage shall have been made more easily
                  ascertainable by successive relettings, or in a single
                  proceeding deferred until the expiration of the term of this
                  Lease (in which event TENANT hereby agrees that the cause of
                  action shall not be deemed to have accrued until the date of
                  expiration of said term) or in a single proceeding prior to
                  either the time of reletting or the expiration of the term of
                  this Lease, in which event TENANT agrees to pay LANDLORD the
                  difference between the present value of the rent reserved
                  under this Lease on the date of breach, discounted at eight
                  percent per annum, and the fair market rental value of the
                  Demised Premises on the date of breach. In the event TENANT
                  becomes the subject debtor in a case under the Bankruptcy Code
                  the provisions of this Section "13.1 (B) (iv)" may be limited
                  by the limitations of damage provisions of the Bankruptcy
                  Code.

                           (v) Assumption or Assignment by Trustee. In the event
                  TENANT becomes the subject debtor in a case pending under the
                  Bankruptcy Code, LANDLORD'S right to terminate this Lease
                  pursuant to this Section "13.1" shall be subject to the rights
                  of the Trustee in Bankruptcy to assume or assign this Lease.
                  The Trustee shall not have the right to



                                       24








<PAGE>



                  assume or assign this Lease unless the Trustee: (a) promptly
                  cures all defaults under this Lease, (b) promptly compensates
                  LANDLORD for monetary damages incurred as a result of such
                  default, and (c) provides adequate assurance of future
                  performance.

                           (vi) Adequate Assurance of Future Performance.
                  LANDLORD and TENANT hereby agree in advance that adequate
                  assurance of future performance, as used in Section
                  "13.1(B)(v)" above, shall mean that all of the following
                  minimum criteria must be met:

                           (a) The Trustee must pay to LANDLORD, at the time the
                  next payment of rent is then due under this Lease, in addition
                  to such payment of rent, an amount equal to the next three
                  months rent due under this Lease, said amount to be held by
                  LANDLORD in escrow until either the Trustee or TENANT defaults
                  in its payment of rent or other obligations under this Lease
                  (whereupon LANDLORD shall have the right to draw such escrow
                  funds) or until the expiration of this Lease (whereupon the
                  funds shall be returned to the Trustee or TENANT);

                           (b) The TENANT or Trustee must agree to pay to the
                  LANDLORD, at any time the LANDLORD is authorized to and does
                  draw on the funds escrowed pursuant to Section "13.1
                  (B)(vi)(a)" above, the amount necessary to restore such escrow
                  account to the original level required by said provision;

                           (c) TENANT must pay its estimated pro-rata share of
                  the cost of all services provided by LANDLORD (whether
                  directly or through agents or contractors, and whether or not
                  the cost of such service is to be passed through to TENANT) in
                  advance of the performance or provision of such services;



                                       25







<PAGE>



                           (d) The Trustee must agree that TENANT'S business
                  shall be conducted in a first class manner, and that no
                  liquidating sales, auctions, or other non-first class business
                  operations shall be conducted on the premises;

                           (e) The Trustee must agree that the use of the
                  premises as stated in this Lease will remain unchanged;

                           (f) The Trustee must agree that the assumption or
                  assignment of this Lease will not violate or affect the rights
                  of other tenants of the LANDLORD.

                           (vii) Failure to Provide Adequate Assurance. In the
                  event TENANT is unable to:

                           (a) cure its defaults; or

                           (b) reimburse LANDLORD for its monetary damages; or

                           (c) pay the rent due under this Lease, on time (or
                  within five days of the due date); or

                           (d) meet the criteria and obligations imposed by
                  Section "13.1 (B)(vi)" above; then TENANT agrees in advance
                  that it has not met its burden to provide adequate assurance
                  of future performance, and this Lease may be terminated by
                  LANDLORD in accordance with Section "13.1 (B)(i)" above.

                  Section 13.2 Default of TENANT

                  A. Events of Default. The following shall be Events of Default
under this Lease.

           (i) TENANT'S failure to pay any monthly installment of base annual
rent or any other item of additional rent when due hereunder.

           (ii) TENANT'S failure to make any other payment required under this
Lease if such failure shall continue beyond ten days after LANDLORD'S
notice that the same has not been paid.





                                       26







<PAGE>




           (iii) TENANT'S violation or failure to perform any of the other
terms, conditions, covenants or agreements herein made by TENANT if such
violation or failure continues for a period of five days after LANDLORD'S
written notice thereof to TENANT.

           (iv) In the event of any violation or failure to perform a covenant
as contemplated in Section '13.2(A)(iii)', and if such covenant cannot be
performed within the said five day period, then and in that event, providing
TENANT has promptly commenced to cure such violation and is diligently
proceeding with the cure the time within which TENANT may cure the same shall be
extended to such reasonable time as may be necessary to cure the same with all
due diligence.

                  B. If an Event of Default as hereinabove specified in Section
'13.2(A)(i), (ii) or (iii)' shall occur, and shall not be cured within the time
period specified in LANDLORD'S notice, or as to a default provided for in
Section '13.2(A)(iv)' if TENANT has commenced a cure but fails to diligently
proceed with same after five (5) days notice from LANDLORD then:

           (i) LANDLORD may give TENANT a ten day notice of its intention
to end the term of this Lease, and thereupon, at the expiration of said ten day
period, this Lease shall expire as fully and completely as if the day were the
date herein originally fixed for the expiration of the term, and TENANT shall
then quit and surrender the premises to LANDLORD but TENANT shall continue to
remain liable as hereinafter provided; or, (ii) LANDLORD, without prejudice to
any other right or remedy of LANDLORD, held hereunder or by operation of law,
and notwithstanding any waiver of any breach of a condition or Event of Default
hereunder may, at its option and without further notice, re-enter the Demised
Premises or dispossess TENANT and any legal representative or successor of
TENANT or other occupant of the premises by summary proceedings or other
appropriate suit, action or proceeding or otherwise and remove his, her or its
effects and hold the Demised Premises as if this Lease had not been made; and
TENANT hereby expressly waives the service of notice of intention to re-enter or
to institute legal proceedings to that end.





                                       27







<PAGE>


                  Section 13.3 Notwithstanding such default, re-entry,
expiration and/or dispossession by summary proceedings or otherwise, as provided
in Section '13.2' above, TENANT shall continue liable during the full period
which would otherwise have constituted the balance of the term hereof, and shall
pay as liquidated damages at the same times as the Basic Annual Rent and
Additional Rent and other charges become payable under the terms hereof, a sum
equivalent to the Basic Annual Rent and Additional Rent and other charges
reserved herein (less only the net proceeds of reletting as hereinafter
provided), and LANDLORD may rent the Demised Premises either in the name of
LANDLORD or otherwise, reserving the right to rent the Demised Premises for a
term or terms which may be less than or exceed the period which would otherwise
have been the balance of the term of this Lease without releasing the original
TENANT from any liability, applying any monies collected, first to the expense
of resuming or obtaining possession, next to restoring the premises to a
rentable condition, and then to the payment of any customary brokerage
commissions and reasonable legal fees in connection with the reletting of the
Demised Premises and then to the payment of the Basic Annual Rent, Additional
Rent and other charges due and to grow due to LANDLORD hereunder, together with
reasonable legal fees of LANDLORD therefore.

                  Section 13.4 LANDLORD and TENANT do hereby mutually waive
trial by jury in any action, proceeding or counterclaim brought by either
LANDLORD or TENANT against the other with regard to any matters whatsoever
arising out of or in any way connected with this Lease, the relationship of
LANDLORD and TENANT, and TENANT'S use or occupancy of the Demised Premises,
provided such waiver is not prohibited by any laws of the State of New York. Any
action or proceeding brought by either party hereto against the other, directly
or indirectly, arising out of this agreement (except for a summary proceeding),
shall be brought in a court in the County in which the Demised Premises are
located and all motions in any such action shall be made in such County.



                                       28







<PAGE>



                  Section 13.5 TENANT hereby agrees that in any action or
summary proceeding commenced by the LANDLORD to recover possession of the
Demised Premises, whether by reason of non-payment or the holding over after
expiration of its term, TENANT will not interpose any counterclaim or set-off of
whatever nature or description in any such proceedings and TENANT will not seek
to consolidate or join for trial any such action or proceeding with any other
action or proceeding to which it is a party or over which it has control. This
provision shall not, however, be construed as a waiver of TENANT'S right to
assert such claims in any separate action brought by TENANT.

                  Section 13.6 If TENANT shall default in the observance or
performance of any term or covenant on TENANT'S part to be observed or performed
under or by virtue of any of the terms or provisions in this article of this
Lease, LANDLORD may immediately or at any time thereafter and, without notice,
perform the same for the account of TENANT, and if LANDLORD makes any
expenditures or incurs any obligations for the payment of money in connection
therewith including, but not limited to, attorneys' fees in instituting,
prosecuting or defending any action or proceeding such sums paid or obligations
incurred with interest and costs shall be deemed to be additional rent hereunder
and the sum shall be due immediately upon LANDLORD incurring same and may be
included as an item of additional rent in any summary proceeding instituted by
LANDLORD.

                  Section 13.7 In the event of any default by the TENANT
hereunder and the LANDLORD shall commence any action or other proceeding against
the TENANT in which the LANDLORD shall be successful, or which shall be settled
by the payment of a sum of money to the LANDLORD by the TENANT, the TENANT
agrees to reimburse the LANDLORD for attorneys' fees in connection with such
action or proceeding which shall be deemed additional rent and may be included
by LANDLORD in any summary proceeding instituted to recover possession of the
Demised Premises.



                                       29








<PAGE>



                  Section 13.8 In the event that TENANT fails to pay, promptly
when due, any installment of rent or additional rent, or any other payment
required pursuant to the terms of this Lease then, in addition to all of the
other rights and remedies reserved to the LANDLORD herein, the LANDLORD may,
upon giving TENANT ten (10) days' notice, require that all future payments of
rent and additional rent shall be paid by certified check or bank check only.
The failure of TENANT to comply with the terms and provisions of this paragraph
shall be deemed to constitute a breach of a material and substantial covenant of
this Lease.





                                       30






<PAGE>



                                   ARTICLE XIV

                        CUMULATIVE REMEDIES -- NO WAIVER

                  Section 14.1 The specific remedies to which the LANDLORD or
the TENANT may resort under the terms of this Lease are cumulative and are not
intended to be exclusive of any other remedies or means of redress of which they
may be lawfully entitled in case of any breach or threatened breach by either of
them of any provision of this Lease. The failure of the LANDLORD or TENANT to
insist in any one or more cases upon the strict performance of any of the
covenants of this Lease, or to exercise any option herein contained, shall not
be construed as a waiver or relinquishment for the future of such covenant or
option. A receipt by the LANDLORD of rent with knowledge of the breach of any
covenant thereof shall not be deemed a waiver of such breach, and no waiver,
change, modification or discharge by either party hereto of any provision in
this Lease shall be deemed to have been made or shall be effective unless
expressed in writing and signed by both the LANDLORD and TENANT. In addition to
the other remedies in this Lease provided, the LANDLORD and TENANT each shall be
entitled to restraint by injunction of any violation, or attempted or threatened
violation, of any of the covenants, conditions or provisions of this Lease or to
a decree compelling performance of any such covenants, conditions or provisions.





                                       31








<PAGE>



                                   ARTICLE XV

                                  SUBORDINATION

                  Section 15.1 It is hereby expressly agreed that this Lease and
all rights of the TENANT hereunder shall be subject and subordinate at all times
to any mortgages and any renewals, replacements, extensions of modifications
thereof which may now be or shall hereafter become liens on the Demised Premises
or the land and building of which the same form a part. The TENANT agrees that,
at any time upon five (5) days' written notice, the TENANT will execute and
deliver to the LANDLORD a subordination agreement confirming the provisions of
this article. Failure of TENANT to execute and deliver such agreement shall not
affect the subordination provided for hereunder.

                  Section 15.2 This Lease is specifically made subordinate to a
mortgage given to an institutional lender and notwithstanding whether or not any
formal subordination agreement is executed, this Lease shall, at all times, be
subordinate to any replacements, extensions, modifications or consolidations
thereof. LANDLORD shall use commercially reasonable efforts to obtain
mortgagee's standard non-disturbance agreement for the benefit of the TENANT
from any current or future mortgagee.





                                       32








<PAGE>



                                   ARTICLE XVI

                                 QUIET ENJOYMENT

                  Section 16.1 The LANDLORD covenants and agrees that the
TENANT, upon paying the basic rent and all other charges herein provided and
observing and keeping the covenants, agreements and conditions of this Lease on
its part to be kept, shall and may peaceably and quietly hold, occupy and enjoy
the Demised Premises during the term of this Lease.



                                       33








<PAGE>



                                  ARTICLE XVII

                                     NOTICES

                  Section 17.1 All notices, demands and requests which may or
are required to be given by either party to the other shall be in writing. All
notices, demands and requests by the LANDLORD to the TENANT shall be deemed to
have been properly given if sent by United States registered or certified mail,
postage prepaid or overnight carrier, such as Federal Express, addressed to the
TENANT at the Demised Premises or Temporary Demised Premises, or at such other
place as the TENANT may from time to time designate in a written notice to the
LANDLORD. All notices, demands and requests by the TENANT to the LANDLORD shall
be deemed to have been properly given if sent by United States registered or
certified mail, or overnight carrier, such as Federal Express, postage prepaid,
addressed to the LANDLORD at the address first above written, or at such other
place as the LANDLORD may from time to time designate in a written notice to the
TENANT. Notices to either party may be given by the attorney for either party
with the same force and effect as if given by either party. Notices, demands and
requests which shall be served upon LANDLORD or TENANT in the manner aforesaid
shall be deemed to have been served or given for all purposes under this Lease
two days after the time such notice, demand or requests shall be received or
returned by Post Office or by an overnight carrier, such as Federal Express, as
having been "refused" or "undeliverable".





                                       34








<PAGE>



                                  ARTICLE XVIII

                        DEFINITION OF CERTAIN TERMS, ETC.

                  Section 18.1 The captions of this Lease are for convenience
and reference only and, in no way, define, limit or describe the scope or
intention of this Lease or in any way affect this Lease.

                  Section 18.2 The term "TENANT" as referred to hereunder shall
refer to this TENANT and any successor or assignee of this TENANT.

                  Section 18.3 The term "LANDLORD" as used hereunder shall mean
only the owner for the time being of the land and building of which the Demised
Premises form a part, so that in the event of any sale or sales, or in the event
of a Lease of said land and building, this LANDLORD shall be and hereby is
entirely free and relieved of all covenants and obligations of LANDLORD
hereunder and it shall be deemed and construed without further agreement between
the parties, or their successors in interest, that the purchaser or lessee of
the building has agreed to carry out all of the terms and covenants and
obligations of the LANDLORD hereunder.



                                       35








<PAGE>



                                   ARTICLE XIX

                       INVALIDITY OF PARTICULAR PROVISIONS

                  Section 19.1 If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.



                                       36







<PAGE>



                                   ARTICLE XX

                COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES

                  Section 20.1 It is further covenanted and agreed by and
between the parties hereto that the covenants and agreements herein contained
shall bind and inure to the benefit of the LANDLORD, its successors and assigns,
and the TENANT, its successors and assigns, subject to the provisions of this
Lease.





                                       37






<PAGE>



                                   ARTICLE XXI

                                    INSURANCE

                  Section 21.1 TENANT shall, at all times during the term
hereby, carry Public Liability Insurance for the Demised Premises naming
LANDLORD as an additional insured with limits of $3,000,000.00 for injury to
persons and $250,000.00 for property damage.

                  Section 21.2 Prior to taking possession, TENANT shall deliver
to the LANDLORD a certificate of the insurance company licensed to do business
in the State of New York with a Bests rating of A, certifying that the aforesaid
liability policy is in full force and effect. A certificate evidencing the
renewal of such liability insurance policy shall be delivered to the LANDLORD at
least twenty (20) days before the expiration thereof and each such renewal
certificate shall include the LANDLORD as an additional insured. TENANT may
carry aforesaid insurance as a part of a blanket policy provided, however that a
certificate thereof naming the LANDLORD as an additional insured is delivered to
the LANDLORD as aforesaid. Such policy of insurance or certificate shall also
provide that said insurance may not be canceled unless ten (10) days' notice is
given to the LANDLORD prior to such cancellation and that the insurance as to
the interest of the LANDLORD shall not be invalidated by any act or neglect of
the TENANT.

                  Section 21.3 TENANT shall, prior to doing any work in the
Demised Premises, obtain any and all permits necessary therefore and will
provide Worker's Compensation Insurance and Liability Insurance in the limits
provided for in Section "21.1" hereof.





                                       38







<PAGE>



                                  ARTICLE XXII

                          USE, ASSIGNMENT OR SUBLETTING

                  Section 22.1 The TENANT agrees to use the premises for general
offices and for no other purpose. TENANT shall not permit occupancy of the
Demised Premises which in the aggregate exceeds one person for every two hundred
square feet of usable area.

                  Section 22.2 Unless the LANDLORD shall have given its consent
thereto, this Lease may not be assigned nor may the Demised Premises be sublet
in whole or in part. Such approval will not be unreasonably withheld. In
determining the reasonableness, the LANDLORD shall take into consideration the
use to which the sub-tenant will put the space and the nature of the
sub-tenant's business in order to maintain the integrity of the building as a
whole.

                  Section 22.3 Notwithstanding anything herein to the contrary,
LANDLORD shall have the right of first refusal to recapture the Leased premises
or any part thereof, prior to any sublet or assignment. In the event TENANT
shall desire to assign or sublet this Lease, TENANT shall provide written notice
of same to LANDLORD. LANDLORD shall, within thirty (30) days of receipt of such
notice, notify TENANT as to whether or not LANDLORD desires to recapture the
Demised Premises. In the event that LANDLORD shall elect to recapture the
Demised Premises or any part thereof, it shall be deemed that the space is
recaptured by the LANDLORD on the thirtieth (30th) day following LANDLORD'S
notice to TENANT of its election. Within said thirty (30) day period, TENANT
shall remove all of TENANT'S effects and personal property therefrom. If
LANDLORD shall elect not to recapture the Demised Premises or any part thereof,
TENANT may, after prior written consent of the LANDLORD, assign or sublet the
Demised Premises subject to Section 22.4.




                                       39







<PAGE>



                  Section 22.4 In the event that any sub-tenant should hold over
in the premises beyond the expiration of the term of this Lease, the TENANT
hereunder shall be responsible to the LANDLORD for all Basic Annual Rent and
Additional Rent until the premises are delivered to the LANDLORD in the
condition provided for in this Lease.

                  Section 22.5 TENANT shall pay LANDLORD'S reasonable legal fees
with reference to approving any assignment and assumption agreement.





                                       40








<PAGE>




                                  ARTICLE XXIII

                              RULES AND REGULATIONS

                  Section 23.1 The TENANT agrees that it will abide by the rules
and regulations attached hereto as Exhibit "E" and any reasonable amendments or
additions thereto, provided the same are uniform as to all tenants.




                                       41







<PAGE>



                                  ARTICLE XXIV

                              LANDLORD'S LIABILITY

                  Section 24.1 In the event that the LANDLORD shall default
under the terms of this Lease and the TENANT shall recover a judgment against
the LANDLORD by reason of such default or for any reason arising out of the
tenancy or use of the premises by the TENANT or the Lease of the premises to the
TENANT, the LANDLORD'S liability hereunder shall be limited to the LANDLORD'S
interest in the land and building of which the Demised Premises form a part and
no further and the TENANT agrees that in any proceeding to collect such
judgment, the TENANT'S right to recovery shall be limited to the LANDLORD'S
interest in the building of which the Demised Premises form a part.



                                       42








<PAGE>



                                   ARTICLE XXV

                                ENTIRE AGREEMENT

                  Section 25.1 This instrument contains the entire agreement
between the parties hereto and the same may not be changed, modified or altered
except by a document in writing executed and acknowledged by the parties hereto.



                                       43










<PAGE>



                                  ARTICLE XXVI

                                  CERTIFICATES

                  Section 26.1 Upon request by the LANDLORD, the TENANT agrees
to execute any certificate or certificates evidencing the commencement date of
the term of the Lease and the fact that the Lease is in full force and effect,
if such is the case, and that there are no set-offs or other claims against the
LANDLORD or stating those claims which the TENANT might have against the
LANDLORD.

                  Section 26.2 Upon request by the LANDLORD, the TENANT agrees
to execute a memorandum of this Lease in recordable form which memorandum shall
set forth the commencement dates of the Lease and the subordination of the Lease
to a permanent first mortgage to be held by an institutional lender.




                                       44








<PAGE>



                                  ARTICLE XXVII

                                    SECURITY

                  Section 27.1 TENANT shall deposit with LANDLORD the sum of
$11,850.99 as security for the faithful performance and observance by TENANT of
the terms, provisions and conditions of this Lease. It is agreed that in the
event TENANT defaults in respect of any of the terms, provisions and conditions
of this Lease, including, but not limited to, the payment of rent and additional
rent, LANDLORD may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any rent and additional rent
or any other sum as to which TENANT is in default of for any 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 reletting of the
premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by LANDLORD. In the event that TENANT shall fully
and faithfully comply with all of the terms, provisions, covenants and
conditions of this Lease, the security shall be returned to TENANT after the
date fixed as the end of the Lease and without deduction or charge after
delivery of entire possession of the Demised Premises to LANDLORD. In the event
of a sale of the land and building, LANDLORD shall have the right to transfer
the security to the vendee and LANDLORD shall thereupon be released by TENANT
from all liability for the return of such security; and the TENANT agrees to
look to the new LANDLORD solely for the return of said security; and it is
agreed that the provisions hereof shall apply to every transfer or assignment
made of the security to a new LANDLORD. TENANT further covenants that it will
not assign or encumber or attempt to assign the monies deposited herein as
security and that neither LANDLORD nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.

                  Provided that the TENANT is not in default under the terms,
covenants and conditions of the Lease, TENANT shall be entitled to a credit of
$6,173.86 in the twenty-fifth (25th ) month of the Lease, leaving a remaining
security of $5,713.13 after such credit.




                                       45







<PAGE>



                                 ARTICLE XXVIII

                                     BROKER

                  Section 28.1 TENANT represents that it dealt only with Whitman
Realty Group Inc., as broker in connection with this transaction and TENANT
agrees to indemnify LANDLORD against any claims or expenses which the LANDLORD
may incur by reason of the TENANT having dealt with any other broker in
connection with this transaction.



                                       46









<PAGE>



                                  ARTICLE XXIX

                                      SIGNS

                  Section 29.1 At no cost to the TENANT, TENANT shall be allowed
to use one line on the building directory in the lobby of the building.

                  Section 29.2 TENANT, at TENANT'S sole cost and expense, may
have installed building standard signage on the entrance doors and the outside
directory.



                                       47








<PAGE>



                                   ARTICLE XXX

                                  HOLDING OVER

                  Section 30.1 TENANT covenants that it will vacate the Premises
immediately upon the expiration or sooner termination of this Lease. If the
TENANT retains possession of the Premises or any part thereof after the
termination of the term, the TENANT shall pay the LANDLORD Annual Basic Rent at
150% of the monthly rate specified in Section 3.1 for the time the TENANT thus
remains in possession and, in addition thereto, shall pay the LANDLORD for all
damages, consequential as well as direct, sustained by reason of the TENANT'S
retention of possession. If the TENANT remains in possession of the Premises, or
any part thereof, after the termination of term, such holding over shall, at the
election of the LANDLORD expressed in a written notice to the TENANT and not
otherwise, constitute a renewal of this Lease for one year. The provisions of
this Section do not exclude the LANDLORD'S rights of re-entry or any other right
hereunder, including without limitation, the right to refuse 150% of the monthly
rent and instead to remove TENANT through summary proceedings for holding over
beyond the expiration of the term of this Lease.




                                       48












<PAGE>



                                  ARTICLE XXXI

                                 TEMPORARY SPACE

                  Section 31.1 Upon execution of this Lease, TENANT may occupy
1,920 square feet adjacent to TENANT'S proposed Demised Premises as noted as
Exhibit "A-1", at no cost and expense, until the LANDLORD delivers the new
Demised Premises to the TENANT. TENANT hereby agrees that TENANT will vacate the
temporary demised premises upon substantial completion of the work as noted in
the Work Letter attached hereto as Exhibit "C". In the event that TENANT does
not vacate the temporary demised premises upon substantial completion of Suite
410 within ten days of such completion, TENANT shall pay an additional rent of
$130.19 per diem for each day that the TENANT does not vacate the temporary
demised premises.

                  LANDLORD shall provide the following work in the temporary
Demised Premises:

1.       Clean carpet.

2.       Remove Formica cabinets along window wall.

3.       Remove one low wall in private office.

4.       Touch-up paint where necessary as determined by LANDLORD.




                                       49









<PAGE>



                                  ARTICLE XXXII

                                 OPTION TO RENEW

                  Section 32.1 TENANT shall have the option to renew this Lease
for one (1) three (3) year period provided:

               1.   TENANT is not in default under the terms, covenants and
                    conditions of the Lease at the time of notification.

               2.   TENANT provides nine (9) months prior written notice of
                    TENANT'S intention to renew.

               3.   The rental rate for the option period shall be:

<TABLE>
<CAPTION>

                        Term                Annual Rent                      Monthly Rent
                        ----                -----------                      ------------
<S>                                          <C>                                <C>
                  Option Year 1             $70,108.70                          $5,842.39
                  Option Year 2             $72,906.40                          $6,075.53
                  Option Year 3             $75,814.90                          $6,317.91


</TABLE>


               4.   All other terms, covenants and conditions shall remain the
                    same.



                                       50






<PAGE>



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



                                    INDUSTRIAL & RESEARCH ASSOCIATES




                                    BY:  [SIGNATURE ILLEGIBLE]
                                         ____________________________________



                                    TOTAL TEL USA COMMUNICATIONS INC.



                                    BY:  [SIGNATURE ILLEGIBLE]
                                         ____________________________________



                                       51








<PAGE>


                                 [FLOOR PLANS]

                                  EXHIBIT "A"






<PAGE>




                                 EXHIBIT "A-1"

                                 [FLOOR PLANS]





<PAGE>



                                  [AREA MAP]

                                  EXHIBIT "B"







<PAGE>



                       TOTAL TEL USE COMMUNICATIONS INC.

                                  WORK LETTER



Tenant shall accept the Demised Premises as-is, except Landlord shall:

1. Repair damange caused by removal of light boxes and sign box.

2. Clean carpets. If required, replace carpet in President's office with
   building standard $15.50 per square yard installed.

3. Paint and repair vinyl where necessary as determined by Landlord.













                                  EXHIBIT "C"




<PAGE>


                                  EXHIBIT "D"

                            CLEANING SPECIFICATIONS

The following is a summary of duties to be performed by LANDLORD'S personnel
during their tour of duty at the above mentioned location including the Demised
Premises:

HOURS:

     Our employees will report to work at the close of regular office hours
     after 5 p.m., five nights each week, with the exception of all legal
     holidays. At the termination of their duties, they will extinguish all
     lights, close all windows, set electrical protection devices, and lock all
     doors.

GENERAL CLEANING-FIVE NIGHTS WEEKLY:

     Sweep all composition flooring with treated dust mops, if any.

     Empty all waste and trash receptacles. Remove contents to receptacles
     provided by the building for further disposal.

     Empty and clean all ashtrays.

     Wash and rinse terrazzo floors, main lobby and entrance area with neutral
     cleaner, if any.

     Vacuum all carpeting in building. Spot clean if necessary.

     Sweep staircase and landing. Wash as necessary.

     Spot clean fingermarks from walls, doors, trim, light switches and fire
     exits.

PERIODIC CLEANING:

     Perform hi-dusting of all walls, overhead pipes, ledges, air-conditioning
     louvers and ducts twice each year.

     Sweep entrances to building daily.

     Police parking lot and remove paper and debris twice each week.

WINDOW CLEANING:

     Wash all windows in the building on the outside and inside every four
     months. First floor lobby once every month.

     Clean glass entrance doors daily.

     All safety regulations will be rigidly adhered to as prescribed by New York
     Labor Department. Ladders and safety belts are constantly inspected to
     prevent accidents.

     Clean and sanitize water fountains.

     Wash and clean all glass, directory board glass, telephone booths and
     entrance doors.






<PAGE>


     Keep all metals and Formica interiors and exteriors of all elevator walls,
     doors and frames in a clean condition.

     Maintain all walls in main lobby and hallways in a clean condition.

     Clean all lights and glass in lobby once every week.

     Our personnel will be instructed to submit to our office any condition of
     faulty equipment, plumbing, locks, electrical appliances, evidence of
     vermin or any other irregularities.

LAVATORIES-FIVE NIGHTS WEEKLY:

     Sweep, wash and disinfect all lavatory floors throughout the entire
     building each night.

     Empty all wastepaper and sanitary disposal cans and remove to a designated
     area for removal.

     Scour and disinfect all toilet bowls, urinals and hand basins.

     Wash and disinfect and dry all toilet seats.

     Maintain all metal pipes, bright work, mirrors, shelves, cabinets and
     dispensers in a clean condition.

     Keep toilet partitions and tile walls in a clean condition.

     Refill all toilet tissue, hand soap, hand towels and sanitary napkin
     dispensers as required.

     Machine scrub and rinse all tile washroom floors, as required, each month.






<PAGE>


                                   EXHIBIT "E"


                              RULES AND REGULATIONS

         TENANT and TENANT'S servants, employees, agents, visitors and licensees
shall observe faithfully and comply strictly with the rules and regulations, as
follows:

         1. The sidewalks, entrances, passages, courts, elevators, stairways,
corridors or halls of the building, shall not be obstructed or encumbered by any
TENANT or used for any purpose other than ingress and egress to and from the
Demised Premises.

         2. No awnings or other projections shall be attached to the outside
walls of the building without the prior written consent of the LANDLORD. No
curtains, blinds, shades or screens shall be attached to or hung in, or used in
conjunction with, any window or door of the Demised Premises, without the prior
written consent of the LANDLORD. The TENANT shall install such blinds or
draperies as the LANDLORD shall designate, which shall be of a quality, type,
design and color and attached in a manner designated by the LANDLORD.

         3. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any TENANT of any part of the
outside of the Demised Premises or the windows thereof, or building without the
prior written consent of the LANDLORD. In the event of the violation of the
foregoing by the TENANT, LANDLORD may remove same without any liability, and may
charge the expense incurred by such removal to the TENANT or TENANTS violating
this rule.

         4. The doors between the Demised Premises and the halls, passageways or
other public places in the building, shall not be covered or obstructed by any
TENANT, nor any bottles, parcels or other articles be placed on the window
sills.


                                       1




<PAGE>



         5. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the building, not placed in the halls, corridors
or vestibules.

         6. The water and wash closets and other plumbing fixtures shall not be
used for any other purposes other than those for which they were constructed,
and no sweepings, rubbish, rags or other substances shall be thrown therein.

         7. No TENANT shall mark, paint, drill into or in any way deface any
part of the exterior of the Demised Premises, or the building of which they form
a part. No boring, cutting or stringing of wires on the exterior of the Demised
Premises shall be permitted except with the prior written consent of the
LANDLORD, and as the LANDLORD may direct. LANDLORD agrees that such consent
and/or direction shall not be unreasonably withheld or delayed.

         8. No bicycles or vehicles of any kind shall be brought into or kept in
or about the Demised Premises, and no cooking shall be done or permitted by any
TENANT on the Demised Premises, except that TENANT or TENANT'S employees may
make coffee, tea, etc., in the employees' lounge area. No TENANT shall allow the
smoking of cigarettes, cigars and/or pipes by employees or invitees within the
building or within the Demised Premises. In addition, no TENANT shall allow the
smoking of cigarettes by employees or invitees in public hallways, corridors or
vestibules within the building. No TENANT shall cause any objectionable odors to
be produced upon and to permeate from the Demised Premises.

         9. No space in the building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods or property of any
kind at auction.

         10. No TENANT shall make any disturbing noises or disturb or interfere
with occupants of this or neighboring buildings or premises, whether by the use
of any musical instruments, radio, talking machines, unmusical noises,
whistling, singing or in any other way. No TENANT shall throw anything out of
the doors, windows, or skylights, or down the passageways.


                                       2




<PAGE>


         11. No TENANT or any of the TENANT'S servants, employees or agents,
shall at any time bring or keep upon the Demised Premises any inflammable,
explosive fluid, chemical or substance.

         12. Each TENANT must, upon the termination of his tenancy, restore to
the LANDLORD all keys of stores, offices, and toilet rooms, either furnished to
or otherwise procured by, such TENANT.

         13. No TENANT shall engage or pay any employees on the Demised Premises
except those actually working for such TENANT on the Demised Premises.

         14. The LANDLORD reserves the right to exclude from the building,
between the hours of 6:00 p.m. and 8 a.m. and at all hours on Sundays and legal
holidays all persons who do not present a pass to the building signed by the
LANDLORD. The LANDLORD will furnish passes to persons for whom any TENANT
requests same in writing. Each TENANT shall be responsible for all persons for
whom he requests such pass and shall be liable to the LANDLORD for all acts of
such persons. TENANT shall not, however, be responsible for the building or
liable for any acts of others in respect to the building.

         15. Each TENANT before closing and leaving the Demised Premises at any
time shall see that the windows are closed.

         16. The premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.

         17. The requirements of TENANTS will be attended to only upon
application at the office of the building. Employees of the LANDLORD shall not
perform any work or do anything outside of their regular duties, unless under
special instruction from the office of the LANDLORD.

         18. Canvassing, soliciting and peddling in the buildings is prohibited
and each TENANT shall use its best efforts to prevent the same.

         19. There shall not be used in any space, or in the public halls of any
building, either by any TENANT or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.


                                       3





<PAGE>


         20. No aerial shall be erected on the roof or exterior walls of the
Demised Premises, or on the grounds.

         21. TENANT agrees to comply with all such rules and regulations upon
ten (10) days notice to TENANT from LANDLORD, unless same shall be submitted to
arbitration, according to the rules of the American Arbitration Association (New
York) with a single arbitrator.

         22. No radio or television or other similar device shall be installed,
in each instance, without the LANDLORD'S consent in writing. No aerial shall be
erected on the roof or exterior walls of the premises, or on the ground.

         23. No TENANT shall cover the floors of the Demised Premises with any
material other than carpeting of a similar grade to the originally installed by
the LANDLORD.

         24. TENANT agrees to comply with all such rules and regulations upon
notice to TENANT from LANDLORD or upon posting of same in such place within the
building as LANDLORD may designate.

         25. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows by any TENANT, nor shall any changes be made in existing
locks or the mechanics thereof. Each TENANT must, upon the termination of his
tenancy, restore to the LANDLORD all keys of offices and toilet rooms, either
furnished to or otherwise procured by such TENANT and in the event of the loss
of any keys, so furnished, such TENANT shall pay to the LANDLORD the cost
thereof.

         26. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which the LANDLORD or its agents may determine from time to time. The LANDLORD
reserves the rights to inspect all freight to be brought into the building and
to exclude from the building all freight which violates any of these Rules and
Regulations or the lease of which these Rules and Regulations are a part. This
shall not apply to accounting security boxes used by the TENANT.

                                       4