Exhibit 10(l)

                                 LEASE AGREEMENT

                       ==================================


                           Dated as of August 15, 2007


                       ==================================


                                     between


                              180 LINDEN REALTY LLC

                                    Landlord

                                       and

                                VASOMEDICAL, INC.

                                     Tenant


                       ==================================



<PAGE>
                                 LEASE AGREEMENT
                                 ---------------

     This  Indenture of Lease (the "Lease")  dated as of the 15th day of August,
2007 by and  between  180 LINDEN  REALTY,  INC.,  a New York  limited  liability
company  having an address at 2545 Hempstead  Turnpike,  Suite 401, East Meadow,
New York 11554 or its assignee ("Landlord"),  and VASOMEDICAL,  INC., a Delaware
corporation having an address at 180 Linden Avenue, Westbury New York 11590.

                                W I T N E S S E T H:
                                - - - - - - - - - -

     In  consideration  of  ten  ($10.00)  dollars,   other  good  and  valuable
consideration,  and the mutual covenants contained herein,  Landlord and Tenant,
intending to be legally bound, hereby agrees as follows:


                                   ARTICLE 1.
                               CERTAIN DEFINITIONS

                      Section 1.01. As used in this Lease:

     A. "Commencement Date" has the meaning set forth in Article 2;

     B. "Demised  Premises" means the existing  building,  storage shed, and any
other  structures or  improvements  now or hereafter  erected or situated on the
Land (hereinafter  defined),  the foundations and footings of the structures and
improvements so included,  and any and all fixtures,  equipment and machinery of
every kind and nature owned by Landlord  whatsoever now or hereafter  affixed or
attached thereto,  or now or hereafter used in connection with the operation use
or occupancy thereof, and the appurtenances thereto;;

     C. "Event of Default" has the meaning set forth in Article 16;

     D.  "Expiration  Date"  means  the last day of the  Term.  If the  Lease is
cancelled or terminated  prior to the originally fixed Expiration Date, then the
Expiration  Date  shall be the  date on  which  the  Lease  is so  cancelled  or
terminated.  If the Lease is cancelled  or  terminated  prior to the  originally
fixed  Expiration  Date by  reason  of the  occurrence  of an Event of  Default,
Tenant's  liability  under the  provisions of the Lease shall continue until the
date the Term would have expired and such cancellation or termination would have
occurred;

     E. "Fee  Mortgage"  means a mortgage on  Landlord's  fee  ownership  of the
Property or any part thereof and the term "Fee Mortgagee"  shall mean any holder
of such mortgage;

     F.  "Insurance   Requirements"  means  the  applicable  provisions  of  the
insurance policies carried by Landlord and/or Tenant covering the Property;  all
requirements  of  the  issuer  of  any  such  policy;  and  all  orders,  rules,
regulations, and other requirements of any insurance service office which serves
the community in which the Property is situated;

                                       1
<PAGE>
     G.  "Landlord"  means  only the owner or lessor  for the time  being of the
Property  so that  from  and  after  the  later  to occur of (1) any sale of the
Property  or (2) an  assignment  of this  Lease and (3) notice to Tenant of said
sale or assignment,  Landlord shall be and hereby is entirely freed and relieved
of all obligations of Landlord  hereunder and it shall be deemed without further
agreement between the parties and such purchaser(s) or assignee(s) that the said
purchaser  or  assignee  has  assumed  and agreed to  observe  and  perform  all
obligations of Landlord hereunder;

     H.  "Parking  Area"  means all  portions  of the  Property  other  than the
Building;

     I. "Person" means an individual,  fiduciary,  estate,  trust,  partnership,
firm,  association,  corporation,  or other  organization,  or a  government  or
governmental authority;

     J.  "Prime  Rate"  shall mean the prime  rate set forth in the Wall  Street
Journal  or such  other  standard  as shall then be  recognized  by the  banking
community as having replaced the "prime rate";

     K. "Property" shall mean all those lands (the "Land") and premises together
with the Building situate, lying and being in Westbury, Town of North Hempstead,
County of Nassau,  State of New York,  known by the street address of 180 Linden
Avenue, Westbury, New York 11590;

     L. "Repair" includes the words "replacement and restoration",  "replacement
or restoration",  "replace and restore",  "replace or restore",  as the case may
be, unless specifically indicated to the contrary herein;

     M. "State" means New York State;

     N. "Tenant's  Agents" includes  Tenant's  employees,  servants,  licensees,
tenants, subtenants,  assignees,  contractors, heirs, successors,  legatees, and
devisees;

     O. "Term of this Lease" has the meaning set forth in Article 2; and

     P  "Termination  of this Lease"  means the  expiration  of the term of this
Lease and any sooner  termination  of the term of this Lease  pursuant to any of
the provisions of this Lease.


                                   ARTICLE 2.
                    LEASE OF DEMISED PREMISES, TERM OF LEASE

     Section 2.01. The Landlord, for and in consideration of the rent to be paid
and of the  covenants  and  agreements  hereinafter  contained  to be  kept  and
performed  by the Tenant,  hereby  leases to the Tenant,  and the Tenant  hereby
hires from the Landlord, the Demised Premises.

                                       2
<PAGE>
     Section 2.02.  This  Agreement  shall be in full force and effect as of the
date of full execution of this Lease.  The primary term ("Primary Term") of this
Lease shall be for a period  commencing  on August 15,  2007 (the  "Commencement
Date"), and ending at midnight on August 31, 2012 (the "Expiration Date").

     Section  2.03.  Notwithstanding  the  foregoing,  provided that no Event of
Default  shall  be in  existence  at the  time of  either  the  exercise  or the
effective date of Tenant's notice to cancel, Tenant may cancel this Lease at any
time upon six (6) months' prior written  notice.  In such event,  Landlord shall
draw down on the full face amount of the Security Letter at the time of Tenant's
exercise of its termination  right as consideration  for the early  termination,
but same shall not excuse Tenant from its payment  obligations  hereunder  until
the effective date.


                                   ARTICLE 3.
                                       USE

     Section  3.01.  The Demised  Premises  shall be used only for the assembly,
repair and  warehousing  of medical  equipment  and parts,  and for  general and
executive  offices.   Tenant   acknowledges  that  Landlord  has  not  made  any
representations as to whether the Demised Premises may be used for the aforesaid
uses pursuant to applicable  zoning and building  laws,  rules and  regulations.
Tenant  shall not use or allow the Demised  Premises  or any part  thereof to be
used or occupied for any unlawful purpose, or in violation of any certificate of
occupancy  affecting  the use of the Demised  Premises.  Tenant shall occupy and
operate the entire  Demised  Premises  continuously  throughout the Term of this
Lease in the manner set forth hereinabove.


                                   ARTICLE 4.
                     RENT, SECURITY, TAXES, INSURANCE, ETC.

     Section  4.01.  RENT.  A. "Rent" means Fixed Rent,  Operating  Expenses and
Taxes.  This Lease is intended to be a "triple  net" lease,  where  Landlord has
only the responsibility to pay real estate taxes and for its insurance, and only
to the extent that Tenant has made prior payment of the amounts necessary to pay
same.  Tenant is  responsible  for all  other  costs and  actions  necessary  to
maintain the Premises in the condition required under this Lease.

     B. Rent shall be paid automatically without written or oral notice, demand,
counterclaim, offset, deduction, defense, or abatement.

     C. All Rent and all other amounts  payable under the Lease shall be payable
at  Landlord's  address  as set forth in the Lease or at such  other  address as
Landlord shall designate by giving notice to Tenant.

     D. If Tenant shall fail to pay any Operating  Expenses,  Taxes or any other
charges  payable  hereunder,  whether or not same are called Rent or  additional
rent,  Landlord  shall have all remedies  provided for in the Lease or at law in
the case of nonpayment of Fixed Rent.  Tenant's  obligations  under this Article
shall survive the Expiration Date of the Lease.

                                       3
<PAGE>
     E. The  Rent or  other  payments  reserved  hereunder  shall be paid to the
Landlord  without  any  claim  on the  part  of the  Tenant  for  diminution  or
abatement.  The Tenant's obligation to pay the Rent hereunder and to perform the
covenants and agreements on its part to be performed  hereunder  shall in no way
be affected,  impaired or excused in any respect because the Landlord is unable,
for any  reason  whatsoever,  to fulfill  any of its  obligations  hereunder  or
because  the  Tenant's  use and  occupancy  of the  Demised  Premises  shall  be
disturbed  or  prevented  from  any  cause   whatsoever,   except  as  otherwise
specifically  provided in this Lease.  The Rent is deemed to be absolutely "net"
to Landlord, and, except for the payment to landlord of items of additional rent
to Landlord,  Tenant is  obligated  to pay all expenses of the  operation of the
Demised Premises.

     F. Any sums of money  required  to be paid  under  this  lease by Tenant in
addition to the rent herein provided,  shall be deemed  "additional rent due and
payable".  It shall be paid after demand  therefore with the rent next due or as
may be otherwise  provided herein.  If Landlord receives from Tenant any payment
less than the sum of the Fixed Rent, additional rent, and other charges then due
and owing, Landlord, in its sole discretion,  may allocate such payment in whole
or in part to any Fixed Rent, any additional rent, and/or other charge or to any
combination thereof. Landlord's failure to deliver to Tenant a statement showing
Tenant  liability for additional  rent for any portion of the term of this Lease
during the term of this Lease shall neither prejudice nor waive Landlord's right
to deliver  any such  statement  for a  subsequent  period or to include in such
subsequent period of a previous period.

     Section 4.02. FIXED RENT. Fixed Rent shall thereafter be payable during the
Term at the rate set forth in  Exhibit A annexed  hereto.  Fixed  Rent  shall be
payable in equal monthly installments.  Each monthly installment shall be due in
advance on the first day of each month during the Term. If the  Expiration  Date
occurs on a day other  than the last day of any  month,  Fixed Rent for the last
month during the Term shall be pro-rated in the same manner.

     Section 4.03.  OPERATING EXPENSES:  A. The term "Operating  Expenses" shall
mean all costs and  expenses  paid or  incurred  with  respect  to the  building
insurance  contemplated  in Section 4.05 hereof  solely in  connection  with the
operation of the Demised Premises.

     B. The term "Operating  Year" shall mean each period of twelve (12) months,
commencing on the Commencement  Date and running until the day immediately prior
to each  anniversary  thereof  which occurs  during any part of the Term of this
Lease.

     C.  Tenant  shall  pay the  Operating  Expenses  for  each  Operating  Year
commencing on the Commencement  Date within ten (10) days of the presentation of
landlord's invoice  therefore,  which invoice shall include a copy of landlord's
insurance bill.

     Section 4.04. TAXES.

     A. The term  "Taxes"  shall  include the sum of all real  estate  taxes and
assessments,  special  assessments,  water  and  sewer  rents and each and every
installment  thereof which shall or may during the term of this Lease be levied,
assessed,  imposed,  become  due  and  payable,  or  liens  upon or  arising  in
connection  with the use,  occupancy or possession of or grow out of, or for the
Demised Premises as if the Demised Premises were the sole asset of Landlord.  If
at any time during the Term of this Lease the methods of taxation  prevailing at

                                       4
<PAGE>

the  execution  of  this  Lease  shall  be  altered  so  that in lieu of or as a
substitute  for  the  whole  or any  part  of the  taxes,  assessments,  levies,
impositions  or charges  now  levied,  assessed or imposed on real estate or the
improvements  thereon  there  shall be levied,  assessed  or imposed  (i) a tax,
assessment,  levy, imposition or charge wholly or partially payable as a capital
levy or otherwise on the rents received  therefrom,  or (ii) a tax,  assessment,
levy,  imposition  or charge  measured  by or based in whole or in part upon the
Demised  Premises  and imposed upon  Landlord,  or (iii) a license fee or charge
measured by the rents  payable by Tenant to  Landlord,  or (iv) a license fee or
charge  measured  by the rent  receivable  by Landlord  for the  Building or any
portion  thereof  and/or the Land or any other  building  or other  improvements
constructed on the Land, or (v) a tax, license fee or charge imposed on Landlord
which is otherwise  measured by or based in whole or in part,  upon the Building
or  any  portion  thereof  and/or  the  Land  or any  other  building  or  other
improvements  constructed  on the Land, or (vi) any other tax or levy imposed in
lieu of or as a substitute for Taxes which are levied, assessed or imposed as of
the date of this Lease,  then in any such  event,  the same shall be included in
the  computation  of  Taxes  hereunder.  A tax  bill or copy  thereof  shall  be
conclusive evidence of the amount of Taxes or installments thereof.

     B. The Tenant shall pay the Landlord the Taxes levied  against the Property
("Tenant's  Tax  Payment" or "Tax  Payment").  The Tenant shall have paid to the
prior landlord of the Demised  Premises all taxes due through the end of the tax
year or semi-annual tax period during which the  Commencement  Date shall occur.
Thereafter, Landlord shall render to Tenant a statement containing a computation
of Tenant's Tax Payment ("Landlord's Statement"), which statement shall be based
upon bills or  assessments  for future bills for the  applicable  annual  period
rendered by the applicable  collector of taxes for Nassau  County,  the Westbury
School District and The Town of North  Hempstead.  Within thirty (30) days after
the  rendition  of the  Landlord's  Statement,  Tenant shall pay to Landlord the
amount  of  Tenant's  Tax  Payment  due for the  first  half of each tax bill or
assessment.  After such initial annual  payment,  on the first day of each month
following  the  rendition  of each  Landlord's  Statement,  Tenant  shall pay to
Landlord,  on account of Tenant's next Tax Payment,  a sum equal to  one-twelfth
(1/12th) of Tenant's last Tax Payment due hereunder,  which sum shall be subject
to adjustment for subsequent  increases or decreases in Taxes.  In the event the
aggregate  amount of all payments made by Tenant on account of a particular  Tax
Payment exceeds the actual amount of such Tax Payment, Landlord shall credit the
entire  amount of such excess  against the next  installment(s)  of Tenant's Tax
Payment becoming due under this lease.

     C. Only Landlord  shall be eligible to institute  proceedings to reduce the
assessed  valuation of the Land or the  Building.  In the event  Landlord  shall
obtain  a tax  refund  as a  result  of any such  reduction  proceedings,  then,
provided Tenant is not then in default under the terms of this Lease,  and after
all applicable grace periods have expired, and after the final conclusion of all
appeals or other remedies,  Tenant shall be entitled to the net refund obtained.
As used herein,  the term "net refund" means the refund plus  interest,  if any,
thereon, paid by the governmental authority less appraisal,  engineering, expert
testimony,  attorney,  printing and filing fees and all other Landlord costs and
expenses of the  proceeding.  Tenant shall pay to Landlord  Tenant's  appraisal,
printing  and filing  fees of the  proceeding  incurred by Landlord in the event

                                       5
<PAGE>
said  proceeding  does not result in any net  refund.  Notwithstanding  anything
contained to the contrary herein,  Tenant shall not be entitled to any refund in
excess of monies paid by Tenant hereunder.

     D. Landlord's  failure during the Term of this Lease to submit tax bills or
copies  thereof to Tenant,  or  Landlord's  failure  to make  demand  under this
Article  or under  any other  provision  of this  Lease  shall not in any way be
deemed a waiver of, or cause  Landlord  to forfeit  or  surrender  its rights to
collect any items of additional  rent which may have become due pursuant to this
Article  during the term of this Lease.  Tenant's  liability for the  additional
rent due under this Article shall survive the  expiration or sooner  termination
of this Lease.

     Section  4.05.  LANDLORD'S  INSURANCE.  During the term of this Lease,  the
Landlord   shall  procure  and  maintain  the   following   types  of  insurance
("Insurance")  in the  amounts  specified,  and for  which all  losses  shall be
adjusted with the insurance  companies by Landlord and shall be paid to Landlord
or as directed by Landlord:

     A. Keep insured the Building on the Property and building equipment against
loss or damage by fire (and  against  such  other  risks as would be  covered by
"ALL-RISK" insurance to the extent that such insurance is reasonably available),
in an  amount  not less  than  100% of the  then  full  insurable  value of said
Building and building equipment.  The term "full insurable value" shall mean the
actual  replacement  value (excluding  foundation and excavation costs) and said
"full insurable value" shall be reasonably  determined by Landlord's  engineers,
or if Landlord also desires by one of the insurers acceptable to Landlord.

     B.  Maintain  sprinkler  leakage  insurance  upon the Building and building
equipment in an amount not less than 90% of their then full insurable value;

     C. Maintain flood insurance, as may be required by any Fee Mortgagee; and

     D. Maintain "rent loss" insurance in the amount of one year's Rent.

     Section 4.06. SECURITY DEPOSIT - LETTER OF CREDIT.

     A. Upon the  execution  hereof by Tenant,  Tenant shall deliver to Landlord
and, subject to the provisions of this Section,  shall maintain in effect at all
times during the Term hereof,  an unconditional,  irrevocable  standby letter of
credit in an amount (the "Security  Amount") equal to Sixty Eight Thousand Eight
Hundred Fifty Dollars  ($68,850.00) as security for the faithful performance and
observance by Tenant of the terms of this Lease.  Said letter of credit shall be
in  form  reasonably  satisfactory  to  Landlord,  shall  name  Landlord  as the
beneficiary thereunder,  and shall be issued by a banking corporation reasonably
satisfactory to Landlord having a counter upon which the letter of credit may be
drawn and  presented  in the City of New York or on Long  Island.  Such  initial
letter of credit shall have an  expiration  date no earlier than August 15, 2008
and shall be automatically renewed thereafter for successive periods of at least
one year until the date which is thirty (30) days following the Expiration  Date
hereof  (herein the "L/C  Maintenance  Date")  unless  terminated  by the issuer
thereof by notice to Landlord given not less than  forty-five (45) days prior to

                                       6
<PAGE>

the  stated  expiration  thereof.  In the event of the  termination  of any such
letter of credit,  Tenant  shall  throughout  the term of this Lease  deliver to
Landlord  replacement  letters of credit in lieu  thereof  (each such  letter of
credit and such replacements  thereof, as the case may be, is herein referred to
as a  "Security  Letter")  no later  than  thirty  five (35)  days  prior to the
expiration date of the preceding  Security Letter so that at all times until the
L/C  Maintenance  Date,  Landlord shall be holding a Security Letter meeting the
requirements  hereof.  If Tenant  shall  fail to  obtain  any  replacement  of a
Security  Letter within the time limits set forth in this Section,  Landlord may
draw down the full amount of the existing Security Letter and retain the same as
security hereunder.

     B. In the event Tenant defaults (beyond any applicable notice and period of
cure) in respect to any of the terms,  provisions,  covenants and  conditions of
this  Lease,  including,  but not  limited  to,  the  payment  of Fixed Rent and
Additional  Rent or any other charges or damages,  Landlord may draw down on the
Security  Letter  and may use,  apply  or  retain  the  whole or any part of the
security for the payment of any Fixed Rent and Additional  Rent or any other sum
as to which  Tenant is in  default or for any sum which  Landlord  expends or is
required to expend by reason of Tenant's default in respect of any of the terms,
provisions,  covenants and conditions of this Lease, including,  but not limited
to, any damages or deficiency  accrued  before or after summary  proceedings  or
other  re-entry by  Landlord.  To insure that  Landlord may utilize the security
represented by the Security  Letter in the manner,  for the purpose,  and to the
extent provided in this Section, each Security Letter shall, without limitation,
provide (i) that the full amount (or any  portion)  thereof may be drawn down by
Landlord upon the  presentation to the issuing bank of Landlord's draft drawn on
the issuing bank with accompanying  statement purportedly executed by an officer
of beneficiary to the effect that the  beneficiary is entitled to draw under the
Security  Letter in  accordance  with the term of the  Lease,  and (ii) that the
Security  Letter  shall  be  transferable  by  Landlord  to  any  transferee  of
Landlord's interest in the Premises, without cost to Landlord, in the event of a
transfer  of  Landlord's  interest  in the  Premises.  In the  event of any such
transfer,  Landlord  shall  transfer  any  interest it may have in the  Security
Letter to the  transferee  thereof  and  Landlord  (upon  such  transfer)  shall
thereupon  be  released  by Tenant  from all  liability  for the  return of such
Security Letter,  and Tenant agrees to look solely to the new Landlord under the
Lease  for the  return  of said  Security  Letter;  and it is  agreed  that  the
provisions  hereof  shall  apply to every  transfer  or  assignment  made of the
Security  Letter to a new Landlord.  Tenant  further  covenants that it will not
assign or  encumber  or attempt to assign or  encumber  the monies (or  Security
Letter)  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.

     C. In the event  that  Tenant  defaults  in  respect  of any of the  terms,
provisions,  covenants and conditions of this Lease and Landlord utilizes all or
any part of the security  represented by the Security  Letter,  Landlord may, in
addition to  exercising  its rights as herein,  retain the  unapplied and unused
balance of the  principal  amount of the  Security  Letter as  security  for the
faithful   performance  and  observance  by  Tenant  thereafter  of  the  terms,
provisions and conditions of this Lease,  and may use, apply or retain the whole
or any part of said  balance to the extent  required  for payment of Fixed Rent,
Additional Rent or any other sum as to which Tenant is in default or for any sum
which Landlord may expend or be required to expend by reason of Tenant's default
in respect of any of the terms,  covenants and conditions of this Lease.  In the
event  Landlord  utilizes  all or any part of the  security  represented  by the
Security  Letter,  Tenant  shall  immediately  deposit  with  Landlord a further
Security  Letter (or cash)  equal to the amount so drawn,  used or  applied,  as
aforesaid so that at all times Landlord  shall have in its  possession  Security

                                       7
<PAGE>
Letter(s)  (and cash  security)  totaling the  Security  Amount,  failing  which
Landlord  shall have the same  rights  and  remedies  against  Tenant as for the
nonpayment of Fixed Rent beyond the applicable grace period.

     D. In the event that Tenant shall fully and  faithfully  comply with all of
the terms,  provisions,  covenants and  conditions  of this Lease,  the Security
Letter  shall be returned to Tenant  within  thirty (30) days after the later to
occur of (i) the  Expiration  Date  hereof and (ii) the  delivery  of the entire
possession of the Lease  Premises to Landlord in the condition and in accordance
with the provisions hereof.

     Section 4.07.  TENANT'S  INSURANCE.  During the term of this Lease,  Tenant
shall,  at Tenant's sole cost and expense for the mutual  benefit and protection
of Landlord, Fee Mortgagee and Tenant, maintain:

     A. Public Liability  Insurance,  such insurance to afford  protection in an
amount of not less than a Three  Million  ($3,000,000)  Dollar  combined  single
limit of liability for bodily injury or property  damage  arising out of any one
occurrence.  This limit can be achieved by any combination of primary and excess
insurance.  Tenant  shall also carry Fire and  Extended  Coverage  Insurance  on
Tenant's  property,  insuring  against  damage by fire, and such other risks and
hazards as are  insurable  under present and future  standard  forms of fire and
extended  coverage  insurance  policies,  for the full insurable  value thereof.
Landlord  shall be added as an  additional  insured to protect  its  interest in
regards to any improvements and betterments made to the Demised Premises.

     B. Tenant agrees to deliver to Landlord, at least thirty (30) days prior to
the  time  such  insurance  is first  required  to be  carried  by  Tenant,  and
thereafter  at least  thirty (30) days prior to  expiration  of any such policy,
either a duplicate  original or a certificate  of insurance  and certified  true
copies of all policies  procured by Tenant,  in compliance  with its obligations
hereunder,  together  with  evidence  of payment  therefor,  or, if  Landlord so
requires,  to the Fee  Mortgagee,  except that if insurance is in blanket  form,
Tenant shall promptly provide Landlord suitable certificates from the insurer to
evidence coverage of the Landlord.  All of said policies of insurance shall name
the Landlord  and its designee as  additional  insureds,  as their  interest may
appear,  and  shall be in form  and with  insurance  companies  satisfactory  to
Landlord.  All such  policies  shall  contain an  endorsement  stating that such
insurance may not be cancelled or amended  except upon not less than thirty (30)
days prior written notice to Landlord and any designee of Landlord.

     C. All insurance  provided for in this  paragraph  shall be effected  under
valid and enforceable policies issued by insurers of recognized responsibility.

     D.  During  the  term  of  this  Lease,  Tenant  shall  maintain  workman's
compensation  insurance  covering  all  persons  employed by the Tenant and with
respect  to whom  death  or  bodily  injury  claims  could be  asserted  against
Landlord. In addition to which, prior to any construction,  repairs, alterations
and additions to the Demised Premises by Tenant, Tenant shall restrict access to
the Demised Premises by any contractor  unless such contractor has a certificate
of insurance on file with the Tenant covering workman's compensation insurance.

                                       8
<PAGE>
     E. Upon  Tenant's  failure  to comply in full with this  subparagraph,  the
Landlord  shall have the right to obtain said  insurance  as required to protect
the Landlord's  interests,  pay the premiums therefor,  and add said premiums to
the monthly installment of Fixed Rent next due.

     Section  4.08.  Neither the Tenant nor the Landlord,  nor their  respective
agents or employees,  shall be liable to the other or to anyone claiming through
or under them by way of subrogation or otherwise, for loss or damage of the type
normally covered by fire and "ALL-RISK" and public liability  insurance covering
buildings  or contents.  Landlord  and Tenant  shall each cause their  insurance
policies to contain  clauses or endorsements  that the aforesaid  releases shall
not adversely  affect or impair a party's rights to recover under said insurance
policies.  In addition,  it is understood  and agreed that if any such liability
shall exceed the amount of the effective and collectable  insurance in question,
the party responsible shall be liable for such excess.


                                   ARTICLE 5.
                 LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

     Section  5.01.  If Tenant  shall at any time fail to (a) pay any  Operating
Expenses or Taxes in accordance with Article 4, (b) take out, pay for, maintain,
or deliver any of the  insurance  policies  provided for in Article 4, (c) cause
any  lien  of the  character  referred  to in  Article  12 to be  discharged  as
provided,  or (d) perform any other act on its part to be  performed  under this
Lease,  then  Landlord may after  fifteen (15) days notice to Tenant (or without
notice  in case of an  emergency),  but  shall not be  obligated  to do so,  and
without  further  notice or demand upon Tenant and without  waiving or releasing
Tenant  from any  obligations  of Tenant in this  Lease  contained,  (i) pay any
Operating  Expenses or Taxes payable by Tenant  pursuant to Article 4, (ii) take
out, pay for and maintain any of the insurance  policies provided for in Article
4,  (iii)  discharge  any lien of the  character  referred  to in  Article 12 as
provided or (iv)  perform any such other act on  Tenant's  part to be  performed
under this Lease.

     Section  5.02.  All sums paid by Landlord  pursuant to Section 5.01 and all
necessary  incidental  costs  and  expenses  paid or  incurred  by  Landlord  in
connection with the performance of any act by Landlord pursuant to that section,
together with interest  thereon at the rate of the lesser of (a) eighteen  (18%)
percent or (b) the maximum  rate  allowed by law from the date of making of that
expenditure by Landlord,  shall constitute  additional rent and shall be payable
by Tenant to Landlord in accordance with Article 4.


                                   ARTICLE 6.
                      COVENANTS AGAINST WASTE AND TO REPAIR
                        AND MAINTAIN THE DEMISED PREMISES

     Section 6.01. Tenant shall not cause or permit any waste, damage, or injury
to the Demised Premises.  Tenant shall not cause or permit any debris or garbage
to litter the Demised Premises or the exterior of the Building.

                                       9
<PAGE>
     Section 6.02. Tenant shall make all structural and  non-structural  repairs
and replacements  necessary to maintain the Building in a condition  appropriate
for buildings of similar construction, use, and class in the area of the Demised
Premises;  and in any  event  shall  make all  repairs  necessary  to avoid  any
structural  damage or injury to the  Building,  and shall  provide  landscaping,
parking  lot  maintenance,  in  connection  with the  operation  of the  Demised
Premises.

     Section 6.03.  Tenant hereby assumes the full and sole  responsibility  for
the condition, operation, repair, replacement, maintenance and management of the
Demised Premises.

     Section 6.04.  Tenant shall hire, at its own cost and expense,  a reputable
service   contractor  or   contractors  to  maintain  and  repair  the  heating,
ventilating  and air  conditioning  equipment,  sprinkler  systems and all other
building systems that service the Demised Premises, as well as the roof.

                                   ARTICLE 7.
                    COMPLIANCE WITH ORDERS, ORDINANCES, ETC.

     Section 7.01. On and after the Occupancy Date, Tenant shall promptly comply
with  (a) all  laws and  ordinances  and the  orders,  rules,  regulations,  and
requirements of all federal,  state,  and municipal  governments and appropriate
departments,  commissions,  boards, and officers thereof, and the orders, rules,
and regulations of the Board of Fire Underwriters which has jurisdiction, or any
other body hereafter  constituted  exercising  similar  functions,  which may be
applicable  to its use or manner of use of the  Demised  Premises  (collectively
"Laws"), and (b) the requirements of all policies of public liability, fire, and
all other  policies of insurance at anytime in force with respect to the Demised
Premises as required under Article 4.

     Section  7.02.  Tenant  shall  have the  right,  after  written  notice  to
Landlord, to contest by appropriate legal proceedings,  in the name of Tenant or
Landlord  or  both,  without  cost or  expense  to  Landlord,  the  validity  or
application  of any law,  ordinance,  order,  rule,  regulation,  or requirement
referred  to,  and if,  by the terms of any such law,  ordinance,  order,  rule,
regulation, or requirement,  compliance therewith pending the prosecution of any
such  proceeding  may legally be held in abeyance  without the  incurrence  of a
lien,  charge, or liability of any kind against the Demised Premises and without
subjecting  Landlord to any criminal  liability of whatsoever nature for failure
so to comply,  Tenant may postpone  compliance until the final  determination of
any  proceedings,  provided that all such  proceedings  shall be prosecuted with
reasonable diligence and dispatch, and if any lien, charge or civil liability is
incurred by reason of  non-compliance,  Tenant may nevertheless make the contest
and delay  compliance  as described  above,  provided  that Tenant  furnishes to
Landlord  security,  reasonably  satisfactory  to Landlord,  against any loss or
injury by reason of such  noncompliance or delay and prosecutes the contest with
reasonable  diligence.  Landlord,  without cost to it, shall execute and deliver
any papers  which may be  necessary  or proper to permit  Tenant to contest  the
validity or application of any such law, ordinance,  order, rule, regulation, or
requirement.

     Section 7.03. Tenant shall indemnify Landlord and hold it harmless from and
against  any and all  liabilities,  costs  and  expenses  (including  reasonable

                                       10
<PAGE>
attorney's fees and disbursements)  incurred in connection with Tenant's failure
to comply with Sections 7.01 and 7.02 hereinabove.


                                   ARTICLE 8.
                    DAMAGE TO OR DESTRUCTION OF THE BUILDING

     Section  8.01.  If at any time during the term of this Lease,  if more than
twenty five (25%) percent of the Demised  Premises shall be damaged or destroyed
from fire or other casualty (including any casualty for which insurance coverage
was not  obtained) of any kind or nature,  regardless  of whether said damage or
destruction  resulted from an act of God, the fault of the Tenant,  the Landlord
or from any cause whatsoever,  then the Landlord may, at its option, rebuild the
Demised  Premises or terminate  this Lease.  Landlord shall notify Tenant within
sixty (60) days of such damage or destruction  whether it intends to rebuild the
Demised  Premises.  If  Landlord  fails to so notify  Tenant,  or if the time to
rebuild  shall be estimated to be more than six (6) months from the date of such
notice,  Tenant  shall have the right to cancel this  Lease,  be relieved of its
obligations  hereunder,  and receive  the return of any portion of the  Security
Deposit not otherwise due Landlord.

     Section  8.02.  No provision of this Article  shall be construed to entitle
the Tenant to any abatement,  allowance,  reduction or suspension of Rent unless
and  until  this  Lease  is  terminated  by the  Landlord.  Notwithstanding  the
foregoing,  in the event and to the extent that Landlord  receives proceeds from
its "rent loss"  insurance,  same will be credited  against the amounts due from
Tenant.

                                   ARTICLE 9.
                                  CONDEMNATION

     Section  9.01.  If more than  twenty  five  (25%)  percent  of the  Demised
Premises shall be taken under the exercise of the power of eminent domain by any
competent  governmental  authority,  each of Landlord  and Tenant shall have the
option to terminate this Lease as of the date of such taking. In that event, the
Rent due hereunder  shall be  apportioned  as of the date of such taking and any
balance of the  prepaid  Rent not  theretofore  applied  towards  the payment of
accrued  installments of Rent in accordance with the provisions  hereof shall be
repaid to the Tenant.

     Section 9.02. If any portion of the Demised  Premises  shall be taken under
the exercise of the power of eminent  domain and the Lease is not  terminated in
accordance  with Section 9.01 above,  the Rent shall be reduced in proportion to
the portion of the Demised Premises taken.

     Section  9.03. In the event of any taking,  whether  total or partial,  the
Tenant  shall have no claim in or to any award of damages for such taking  other
than for Tenant's leasehold  improvements and moving expenses. The Tenant hereby
expressly  assigns any and all of its right,  title and  interest in and to such
award or any part thereof (other than for such leasehold  improvements or moving
expenses), to the Landlord.

                                       11
<PAGE>
                                  ARTICLE 10.
                             CHANGES AND ALTERATIONS

     Section  10.01.  Tenant  shall not make any changes or  alterations  to the
improvements  existing on the Demised  Premises at the Occupancy  Date except in
accordance with this Article.

     Section 10.02. All changes,  alterations,  demolition or new  construction,
structural or otherwise,  to the Building other than  decorations,  painting and
other non-structural  activities  aggregating less than $35,000 shall be subject
to Landlord's  prior written  consent,  which consent shall not be  unreasonably
withheld or delayed. All changes,  alterations,  demolition, or new construction
(collectively  "changes or  alterations")  shall be made in all cases subject to
the following conditions:

     A. No changes or  alterations  shall be undertaken  until Tenant shall have
procured and paid for, so far as the same may be required from time to time, all
municipal  and other  governmental  permits  and  authorizations  of the various
municipal   departments  and  governmental   subdivisions  having  jurisdiction.
Landlord shall, at Tenant's sole cost and expense,  except as otherwise provided
herein, join in the application for such permits or authorizations whenever such
action is necessary.

     B. Any  structural  changes or  alterations,  or any changes or alterations
undertaken as a single project and involving an estimated cost  aggregating more
than five (5%) percent of the then full insurable  value of the Building  (other
than decorations,  painting and other non-structural activities aggregating less
than  $35,000),  shall be  conducted  under the  supervision  of an architect or
engineer  licensed as such in the State (who may be an employee of Tenant or its
managing agent) selected by Tenant,  and no such work shall be undertaken  until
preliminary  plans and outline  specifications  and budget  estimates  therefor,
prepared and approved in writing by such  architect or engineer  stating that in
the  opinion of such  architect  or  engineer,  the same shall  comply with this
Article, shall have been submitted to Landlord.

     C. All  changes or  alterations  shall be of such a  character  that,  when
completed,  the economic  value of the Building shall be not less than the value
of the Building immediately prior to any such changes or alterations.

     D. All work done in  connection  with any changes or  alterations  shall be
done in a good and workmanlike manner and in compliance with applicable building
and  zoning  laws  and  all  other  applicable  laws,  ordinances,   orders  and
requirements  of  all  federal,   state,  and  municipal   governments  and  the
appropriate departments,  commissions, boards, and officers thereof; the Demised
Premises shall at all times be free of liens for labor and materials supplied or
claims to have been  supplied,  and Tenant  shall  obtain lien  waivers from all
contractors  upon the  completion of their  activities at the Premises;  and the
work shall be prosecuted with reasonable dispatch, unavoidable delays excepted.

     E.  Worker's  compensation  insurance  covering  all  persons  employed  in
connection  therewith  and with  respect to whom death or bodily  injury  claims
could be asserted against Landlord,  Tenant, or the Demised Premises and general
liability and property damage  insurance  (which may be effected by endorsement,
if obtainable, on the insurance required to be carried pursuant to Article 4 for

                                       12
<PAGE>
the mutual  benefit of  Landlord  and Tenant  with limits of not less than those
required to be carried  pursuant to Section  4.07A shall be maintained by Tenant
at all times  when any work is in  process  in  connection  with any  changes or
alterations.

     F. No changes or  alterations  undertaken as a single project and involving
an  estimated  cost  aggregating  more than five (5%)  percent  of the then full
insurable  value of the  Building  shall be  undertaken  until Tenant shall have
furnished to  Landlord,  (i) cash,  (ii) a  completion  bond issued by a bonding
company  reasonably  satisfactory to the Landlord,  or (iii) such other security
reasonably  acceptable to the Landlord, in each case in an amount at least equal
to the estimated cost of such changes or alterations.

     Section  10.03.  In  performing  any work or  repairs  to, or  restoration,
replacement,  or rebuilding of, the Building  required to be performed by Tenant
pursuant to the terms of this Lease, Tenant shall observe and perform, in so far
as the nature of such repairs, restoration, replacement, or rebuilding make such
observance and performance  appropriate,  the conditions  relating to changes or
alterations set forth in this Article.

     Section 10.04. Prior to submitting to the appropriate  governmental  agency
any plans and  drawings  for  Governmental  Approvals,  Tenant  shall  submit to
Landlord said plans and drawings  ("Proposed  Specifications").  Landlord  shall
have a period of  fifteen  (15) days  either to  approve  or to  disapprove  the
Proposed  Specifications,  any such approval not  unreasonably to be withheld or
delayed.  If Landlord  does not approve the  Proposed  Specifications,  Landlord
shall  return the  Proposed  Specifications  to Tenant and notify  Tenant of any
reasonable  changes it desires to the  Proposed  Specifications.  In that event,
Tenant shall modify the Proposed  Specifications  in accordance  with Landlord's
requirements  and shall return them as modified to Landlord within the following
ten (10) days. All changes to the Proposed  Specifications,  whether required by
any  governmental  agency having  jurisdiction  over the Demised  Premises or as
otherwise  made  during  the term of this  Lease,  shall  also be  submitted  to
Landlord for its review and approval as provided hereinabove.

     Section 10.05. Promptly upon the completion of all alterations,  additions,
changes or  improvements  performed  by Tenant at the Demised  Premises,  Tenant
shall deliver to Landlord a Certificate  of Occupancy,  the  Certificate of Fire
Underwriters and all other  certificates and approvals of any other  appropriate
governmental or supervisory agency having jurisdiction  thereof,  certifying the
proper completion of such work in accordance with all applicable laws, rules and
regulations.  In addition, upon completion of any and all such work Tenant shall
promptly deliver to Landlord a set of "as built" plans and specifications.

     Section 10.06. All permanent  installations affixed to the Demised Premises
at any time,  either by Tenant or by Landlord on behalf of Tenant,  shall,  upon
installation,  become the  property  of  Landlord  and shall  remain upon and be
surrendered  with the Demised  Premises  unless  Landlord,  by written notice to
Tenant no later than twenty (20) days prior to the  Expiration  Date,  elects to
have them removed by Tenant,  in which event the same shall be removed by Tenant
at Tenant's expense prior to the Expiration Date.  Nothing in this Article shall
be  construed to give  Landlord  title to or prevent  Tenant's  removal of trade
fixtures,  moveable office furniture and equipment, but upon removal of any such
equipment from the Demised  Premises or upon removal of other  installations  as

                                       13
<PAGE>
may be required by Landlord, Tenant shall immediately and at its expense, repair
and  restore  the  Demised  Premises  to the  condition  existing  prior to such
installation and shall repair any damage to the Demised Premises or the Building
due to such removal.

     Section 10.07.  Tenant shall pay to Landlord on demand, as additional rent,
a supervisory fee of 10% of the cost of any alterations,  additions,  changes or
improvements made to the Demised Premises other than  decorations,  painting and
other non-structural activities aggregating less than $35,000. Tenant shall also
pay to Landlord Landlord's cost for reviewing any plans submitted by Tenant.


                                  ARTICLE 11.
                                    RESERVED

     Section 11.01. RESERVED

                                  ARTICLE 12.
                                MECHANICS' LIENS

     Section 12.01. Tenant shall not suffer or permit any mechanics' liens to be
filed  against  the  Property  or  Demised  Premises  by reason of work,  labor,
services,  or materials  supplied or claimed to have been  supplied to Tenant or
anyone  holding  any  interest in the  Property or Demised  Premises or any part
thereof  through or under Tenant.  If any such mechanics' lien shall at any time
be filed against the Demised Premises, Tenant shall, within forty five (45) days
after notice to it of the filing,  cause the same to be  discharged of record by
payment,  deposit,  bond,  order  of  a  court  of  competent  jurisdiction,  or
otherwise.  If Tenant shall fail to cause such lien to be discharged  within the
period  aforesaid,  then  Landlord may  discharge  the same either by paying the
amount  claimed to be due or by procuring  the discharge of such lien by deposit
or by bonding proceedings,  and in any such event Landlord shall be entitled, if
Landlord so elects,  to compel the  prosecution of an 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  allowance.  Nothing in this Lease shall be
deemed or  construed  in any way as  constituting  the  consent  or  request  of
Landlord,  express or implied by  inference  or  otherwise,  to any  contractor,
subcontractor,  laborer,  or materialman for the performance of any labor or the
furnishing  of any  materials for any specific  improvement,  alteration  to, or
repair of the  Demised  Premises  or any part  thereof,  nor as giving  Tenant a
right,  power,  or  authority  to contract  for or permit the  rendering  of any
services or the  furnishing of any materials  that would give rise to the filing
of any mechanics' lien against Landlord's interest in the Demised Premises.


                                  ARTICLE 13.
      SURRENDER OF THE DEMISED PREMISES; INSPECTION OF THE DEMISED PREMISES

     Section 13.01.  Upon the  expiration or earlier  termination of this Lease,
Tenant  shall  surrender  the  Demised  Premises  to  Landlord in good order and

                                       14
<PAGE>
repair,  reasonable  wear and tear  excepted.  Tenant  shall  remove  all of its
property  and shall  repair all damage to the Demised  Premises or the  Building
occasioned by such removal.  Any property not removed from the Demised  Premises
shall be deemed  abandoned by Tenant and may be disposed of in any matter deemed
appropriate by Landlord,  the costs of removal  occasioned by such removal to be
at Tenant's expense.

     Section   13.02.   Tenant   shall  permit   Landlord  and  its   authorized
representatives  to enter the Demised  Premises at all  reasonable  times during
usual  business  hours upon  reasonable  advance  notice for the  purpose of (a)
inspecting the same, (b) making any necessary repairs thereto and performing any
work therein  that may be  necessary  by reason of Tenant's  failure to make any
such repairs, perform any such work, or comply with any Laws pursuant to Article
7 or  Environmental  Laws  pursuant to Article 29 (or without  notice in case of
emergency).  Nothing herein shall imply any duty upon the part of Landlord to do
any such work;  performance thereof by Landlord shall not constitute a waiver of
Tenant's  default in failing to perform the same.  Tenant shall permit  Landlord
and  its  authorized  representatives  to  enter  the  Demised  Premises  at all
reasonable times during usual business hours upon reasonable  advance notice for
the purpose of exhibiting the same to prospective purchasers or Fee Mortgagees.


                                  ARTICLE 14.
                            ASSIGNMENT AND SUBLETTING

     Section 14.01. A. Tenant shall not sublet the Demised  Premises or any part
thereof, or assign, mortgage or hypothecate, or otherwise encumber this Lease or
any interest therein nor grant  concessions or licenses for the occupancy of the
Demised  Premises  or any part  thereof,  without the prior  written  consent of
Landlord in each  instance.  Any  attempted  transfer,  assignment or subletting
shall be void and  confer no rights  upon any third  person.  No  assignment  or
subletting  shall  relieve  Tenant of any  obligations  herein.  The  consent by
Landlord to any transfer,  assignment or subletting  shall not be deemed to be a
waiver on the part of Landlord of any prohibition  against any future  transfer,
assignment or subletting. If Tenant is a corporation or a partnership, and if at
any time during the Term,  the person or persons who, on the date of this Lease,
owns or own a majority of such corporation's voting shares or such partnership's
partnership  interest,  as the case may be, ceases or cease to own a majority of
such shares  (whether  such sale occurs at one time or at intervals so that,  in
the aggregate,  such a transfer shall have occurred),  or interest,  as the case
may be, then in any such event,  Tenant  shall so notify  Landlord  and Landlord
shall have the right, at its option, to terminate this Lease by notice to Tenant
given within thirty (30) days thereafter, except that this sentence shall not be
applicable to any corporation, the majority of outstanding voting stock of which
is listed on a recognized securities exchange. For the purposes of this Section,
stock  ownership shall be determined in accordance with the principles set forth
in Section 544 of the Internal Revenue Code of 1954, and the term "voting stock"
shall refer to shares of stock  regularly  entitled to vote for the  election of
the directors of the corporation.

     B. If Tenant  should  assign its  interest in this Lease,  or if all or any
part of the Demised  Premises  be  underlet  or  occupied by anybody  other than
Tenant,  Landlord may, after default by Tenant,  collect rent from the assignee,
under-tenant or occupant, as the case may be, and apply the net amount collected
to the Rent herein reserved, but no such assignment,  underletting, occupancy or

                                       15
<PAGE>
collection  shall be deemed a waiver of this covenant,  or the acceptance of the
assignee,  under-tenant  or occupant as Tenant,  or a release of Tenant from the
further  performance  by Tenant  of  covenants  on the part of Tenant  contained
herein.  The consent by Landlord to any assignment or underletting  shall not in
any way be construed to relieve  Tenant from  obtaining  the express  consent in
writing of Landlord to any further assignment or underletting. In no event shall
any permitted sublessee assign or encumber its sublease or further sublet all or
any portion of its sublet space, or otherwise  suffer or permit the sublet space
or any part thereof to be used or occupied by others,  without  Landlord's prior
written consent in each instance.

     C. If Tenant  shall  desire to assign this Lease,  or to sublet the Demised
Premises,  it shall no later than  forty  five (45) days  prior to the  proposed
effective date of the assignment or sublet, submit to Landlord a written request
for Landlord's  consent to such  assignment or  subletting,  which request shall
contain the  following  information:  (i) the name and  address of the  proposed
assignee or subtenant;  (ii) the terms and conditions of the proposed assignment
or  subletting;  (iii) the nature and  character of the business of the proposed
assignee or subtenant  and its proposed  use of the Demised  Premises;  and (iv)
current financial  information and any other information Landlord may reasonably
request.  Landlord  may then,  by notice to such effect  given to Tenant  within
thirty (30) days after either the receipt of Tenant's request for consent or the
receipt of such further  information  as Landlord  may request  pursuant to this
Section,  whichever is later,  terminate this Lease on a date to be specified in
said  notice  (hereinafter,  the  "Termination  Date")  which  date shall be not
earlier than one (1) day before the effective date of the proposed assignment or
subletting nor later than sixty-one (61) days after said effective date.  Tenant
shall  then  vacate  and  surrender  the  Demised  Premises  on  or  before  the
Termination Date and the Term of this Lease shall end on the Termination Date as
if that were the Expiration  Date.  Landlord shall be free to, and shall have no
liability  to Tenant if  Landlord  should,  lease all or any part of the Demised
Premises to Tenant's prospective assignee or subtenant.

     D. If  Landlord  shall not  exercise  its  option to  terminate  this Lease
pursuant to subsection C. above,  Landlord  shall not  unreasonably  withhold or
delay its  consent to the  proposed  assignment  or  subletting  referred  to in
Tenant's notice given pursuant to said  subsection,  provided that the following
further conditions shall be fulfilled:

     (1) Tenant  shall not then be in default  hereunder  beyond the time herein
provided, if any, to cure such default;

     (2) The proposed assignee or subtenant shall have a financial standing,  be
of a character, reasonably satisfactory to Landlord;

     (3) The  proposed  assignee  or  subtenant  shall (i) not be a tenant or an
affiliate  of any  tenant  in any  building  owned  by  Landlord  or  Landlord's
affiliates,  or (ii) not be presently negotiating with Landlord or any affiliate
of Landlord for space in any building owned by Landlord or its affiliates.

                                       16
<PAGE>
     (4) No  subletting  shall end later than one (1) day before the  Expiration
Date of this  Lease or shall be for a term of less than two (2) years  unless it
commences less that two (2) years before the Expiration Date;

     (5) No  subletting  shall be for less floor  space than the entire  Demised
Premises;

     (6) Tenant  shall  reimburse  Landlord  on demand for any costs that may be
incurred by Landlord in connection with said assignment or sublease,  including,
without limitation,  the costs of making  investigations as to the acceptability
of the proposed  assignee or subtenant,  and legal costs  incurred in connection
with the granting of any requested consent;

     (7) Neither the proposed  assignment or subletting  nor the proposed use of
the Demised  Premises by the proposed  assignee as sublessee shall be prohibited
by the Fee Mortgage;

     (8)  The  form  of  the  proposed  sublease  shall  be in  form  reasonably
satisfactory to Landlord and shall comply with the applicable provisions of this
Article;

     (9) In Landlord's reasonable judgment the proposed assignee or subtenant is
engaged in a business and the Demised  Premises,  or the relevant  part thereof,
will be used in a manner which (i) is in keeping with the then  standards of the
Demised Premises;  and (ii) is limited to the use expressly permitted under this
Lease; and

     (11) Tenant shall have  complied  with the  provisions of Section 14.01 and
Landlord  shall not have  exercised  its option to terminate  under said Section
14.01.C. within the time permitted therefor.

     E. Every subletting  hereunder is subject to the express condition,  and by
accepting a sublease  hereunder each subtenant shall be  conclusively  deemed to
have agreed,  that if this Lease should be  terminated  prior to the  Expiration
Date or if Landlord should succeed to Tenant's  estate in the Demised  Premises,
then at  Landlord's  election the subtenant  shall either  surrender the Demised
Premises to Landlord within thirty (30) days of Landlord's request therefor,  or
attorn to and recognize Landlord as the subtenant's  landlord under the sublease
and the subtenant shall promptly execute and deliver any instrument Landlord may
request to evidence such attornment.

     F.  Tenant  shall  furnish  Landlord  with a  counterpart  (which  may be a
reproduced  copy) of each sublease or assignment made hereunder  within ten (10)
days after the date of its execution.

     G.  Notwithstanding any assignment and assumption by the assignee of all or
any part of the obligations of Tenant  hereunder,  Tenant herein named, and each
immediate or remote  successor in interest of Tenant named herein,  shall remain
liable  jointly and severally  (as a primary  obligor) with its assignee and all
subsequent assignees for the performance of Tenant's obligations hereunder, and,

                                       17
<PAGE>
without  limiting  the  generality  of the  foregoing,  shall  remain  liable to
Landlord for all acts and omissions on the part of any assignee subsequent to it
in violation of any of the obligations of this Lease.

     H. If Tenant  shall  sublet the Demised  Premises to anyone for rents which
for any period shall exceed the Fixed Rent payable under this Lease for the same
period,  Tenant shall pay Landlord,  as additional rent  hereunder,  fifty (50%)
percent of the amount of any rents,  additional  charges or other  consideration
payable under the sublease to Tenant by the sublessee  which is in excess of the
Base Rent and  additional  rent  accruing  during  the term of the  sublease  in
respect of the Demised  Premises  pursuant to the terms hereof.  If Tenant shall
assign its interest under this Lease,  Tenant shall pay Landlord,  as additional
rent,  fifty  (50%)  percent  of the amount by which the  consideration  paid in
connection  therewith,  whether  designated as an assignment  fee, a payment for
fixtures,  or for any other  consideration  exceeds the amount of any  brokerage
commission  paid to an  unrelated  party  and the  costs of any  "build  out" or
alterations  undertaken  for the  assignee.  The sums payable under this Section
14.01.H. shall be paid to Landlord as additional rent as and when payable by the
subtenant to Tenant.

     I.  Notwithstanding  the  provisions  of this  Article  14,  if Tenant is a
corporation,  Tenant shall have the right,  without the consent of Landlord,  to
assign its interest in this Lease to a parent, subsidiary or affiliate of Tenant
or  any  corporation  which  is a  successor  to  Tenant  either  by  merger  or
consolidation,  or in  connection  with the  transfer of all of the business and
assets of the Tenant or a public offering of Tenant's  stock,  provided that the
successor  shall  have a tangible  net  worth,  determined  in  accordance  with
accepted  accounting  standards,  at least  equal to the  tangible  net worth of
Tenant at the time of the transaction. No such assignment shall be valid unless,
within ten (10) days prior to the effective  date thereof,  Tenant shall deliver
to Landlord  (i) a  duplicate  original  instrument  of  assignment  in form and
substance satisfactory to Landlord,  duly executed by Tenant, (ii) an instrument
in form and substance  satisfactory to Landlord,  duly executed by the assignee,
in which such assignee  shall assume  observance  and  performance  of and to be
personally bound by, all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed.

     Section  14.02.  The Lease and Tenant's  rights under the Lease are subject
and  subordinate  to the lien of any present or future  mortgage,  indenture  or
other  such  lien   encumbrance,   together  with  any   renewals,   extensions,
modifications,  consolidations and replacements of such lien encumbrance, now or
after the Commencement Date,  affecting,  placed or enforced against the Demised
Premises,  or any interest of Landlord in the Demised  Premises,  or  Landlord's
interest in the Lease and the leasehold  estate  created by the Lease (except to
the extent any such instrument will expressly provide that the Lease is superior
to such  instrument).  This  provision  will be  self-operative  and no  further
instrument   of   subordination   will  be  required  in  order  to  effect  it.
Nevertheless,  Tenant will execute,  acknowledge and deliver to Landlord, at any
time and from time to time,  upon demand by Landlord,  such  documents as may be
requested  by  Landlord,  or any Fee  Mortgagee  to  confirm  or effect any such
subordination.  If Tenant fails or refuses to execute,  acknowledge  and deliver
any such document  within twenty (20) days after written demand,  Landlord,  its
successors and assigns will be entitled to execute,  acknowledge and deliver any
and all such  documents  for and on behalf of  Tenant  as  attorney-in-fact  for

                                       18
<PAGE>
Tenant.  Tenant does hereby  constitute and irrevocably  appoint  Landlord,  its
successors and assigns as Tenant's attorney-in-fact to execute,  acknowledge and
deliver any and all documents  described in this Section 14.02 for and on behalf
of Tenant, as provided in this Section 14.02.  Landlord agrees to use reasonable
business efforts to obtain a non-disturbance agreement from the mortgagee in the
mortgagee's standard form.

     Section 14.03. If the Demised Premises are encumbered by a Fee Mortgage and
such Fee Mortgage is foreclosed,  or if the Demised Premises is sold pursuant to
such  foreclosure  or  by  reason  of  a  default  under  said  mortgage,   then
notwithstanding  such  foreclosure,  such sale, or such default (i) Tenant shall
not disaffirm the Lease or any of its  obligations  thereunder,  and (ii) at the
request of the  applicable  Fee  Mortgagee or purchaser at such  foreclosure  or
sale,  Tenant shall attorn to such Fee  Mortgagee or purchaser and execute a new
lease for the Demised  Premises setting forth all of the provisions of the Lease
except that the term of such new lease shall be for the balance of the Term.

     Section  14.04.  The term  "Landlord"  as used in this Lease means only the
owner for the time being or the Fee Mortgagee in  possession  for the time being
of the Demised Premises. In the event of any sale of the Demised Premises, then,
subject to its obligations under Section 4.06 hereof, said Landlord shall be and
hereby is entirely freed and relieved of all of its covenants,  obligations  and
liability  hereunder.  This subsection  shall be applicable to each owner of the
Demised Premises, from time to time, and shall not be limited to the first owner
of the Demised Premises.

     Section 14.05. If Landlord shall notify Tenant that the Demised Premises is
encumbered  by a Fee  Mortgage and in such notice set forth the name and address
of the Fee Mortgagee thereof; then, notwithstanding anything to the contrary, no
notice  intended  for  Landlord  shall be deemed  properly  given  unless a copy
thereof is simultaneously  sent to such Fee Mortgagee by certified or registered
mail,  return  receipt  requested.  If  any  Fee  Mortgagee  shall  perform  any
obligation that Landlord is required to perform  hereunder,  such performance by
Fee Mortgagee,  insofar as Tenant is concerned,  shall be deemed  performance on
behalf of Landlord and shall be accepted by Tenant as if performed by Landlord.

                                  ARTICLE 15.
                             NO WAIVERS BY LANDLORD

     Section 15.01.  Except as otherwise provided in this Lease, no act or thing
done by  Landlord  or its agents  during the term  hereof  shall  constitute  an
eviction by Landlord,  nor shall be deemed an  acceptance  of a surrender of the
Demised  Premises,  and no  agreement  to accept such  surrender  shall be valid
unless in writing  signed by  Landlord.  The  delivery of keys to an employee of
Landlord or of its agents shall not operate as a termination  of this Lease or a
surrender of the Demised Premises.

     Section 15.02. The failure of Landlord to seek redress for violation of, or
to insist upon the strict  performance  of, any  covenant or  condition  of this
Lease,  or to insist upon the strict  performance by Tenant or any other Tenant,
of the Rules and  Regulations  annexed  hereto or hereafter  adopted by Landlord
shall not  prevent a  subsequent  act or omission  which  would have  originally
constituted  a  violation,  from  having all the force and effect of an original
violation.

                                       19
<PAGE>
     Section 15.03.  The receipt by Landlord of rent with knowledge of breach of
any covenant of this Lease shall not be deemed a waiver of such breach.

     Section  15.04.  No payment by Tenant or  receipt by  Landlord  of a lesser
amount than the Fixed Rent and additional  rent shall be deemed to be other than
a payment on account,  nor shall any  endorsement  or  statement on any check or
payment be deemed an accord and satisfaction, and Landlord may accept such check
or payment  without any prejudice to Landlord's  right to recover the balance or
pursue any other remedy provided in this Lease.

                                  ARTICLE 16.
                   DEFAULT PROVISIONS - CONDITIONAL LIMITATION

     Section 16.01.  Subject to the  provisions of Sections 16.02 and 16.03,  if
one or more of the events in  Section  16.01.A,  B or C (an "Event of  Default")
shall have occurred and shall not have been remedied, within any applicable cure
period,  then  Landlord may, at  Landlord's  option,  give to Tenant a notice of
election to end the term of this Lease at the  expiration  of five (5) days from
the date of service of such notice, and, if that notice is given, if same is not
cured within such time,  then, at the expiration of those five (5) days the term
of this Lease and all right, title, and interest of Tenant under it shall expire
as fully and completely as if that day were the date specifically  fixed for the
expiration  of the term of this Lease,  and Tenant will then quit and  surrender
the Demised Premises to Landlord,  but Tenant shall remain liable as hereinafter
provided.

     A.  Default  shall be made in the  payment  of the Rent or any other  fixed
financial  obligation  of Tenant to  Landlord  when due and such  default  shall
continue for a period of five (5) days after the due date,  or default  shall be
made n the payment of any  non-recurring  financial  obligation  for a period of
five (5) days after notice; or

     B.  Default  shall be made in the  performance  of any  other  covenant  or
agreement  on the part of Tenant to be  performed  under  this  Lease,  and such
default  shall  continue for a period of thirty (30) days after notice  thereof,
specifying such default, shall have been given to Tenant; provided,  however, in
the case of a default  which  cannot with  reasonable  diligence  be remedied by
Tenant within a period of thirty (30) days, if Tenant shall commence within such
period of thirty (30) days to remedy the default and thereafter  shall prosecute
the remedying of such default with all reasonable diligence,  the period of time
after the giving of such  notice  within  which to remedy the  default  shall be
extended  for such  period  as may be  necessary  to  remedy  the same  with all
reasonable  diligence,  but in no event  longer than an  additional  thirty (30)
days.

     C.  (1) If  Tenant,  shall  (a)  make  an  assignment  for the  benefit  of
creditors,  (b) file or  acquiesce  to a petition  in any court  (whether or not
pursuant to any statute of the United States or of any state) in any bankruptcy,
reorganization,  composition,  extension, arrangement or insolvency proceedings,
or (c) make an  application  in any such  proceedings  for or  acquiesce  to the
appointment  of a  trustee  or  receiver  for it or all  of any  portion  of its
property.

                                       20
<PAGE>
     (2) If any petition shall be filed against Tenant, to which Tenant does not
acquiesce  in any court  (whether  or not  pursuant to any statute of the United
States or any state) in any bankruptcy, reorganization,  composition, extension,
arrangement  or  insolvency  proceedings,  and (a)  Tenant or any  guarantor  of
Tenant, if any, shall thereafter be adjudicated a bankrupt, or (b) such petition
shall be  approved  by any such  court,  or (c) such  proceedings  shall  not be
stayed, dismissed, discontinued or vacated within sixty (60) days.

     (3) If, in any proceeding,  pursuant to the application of any person other
than Tenant, to which Tenant does not acquiesce,  a receiver or trustee shall be
appointed  for Tenant,  or for all or any portion of the  property of either and
such  receivership or trusteeship  shall not be set aside within sixty (60) days
after such appointment.

     (4) Except as  otherwise  provided  herein,  if Tenant  transfers  by sale,
assignment,  operation or  otherwise,  fifty (50%)  percent or greater  interest
(whether  of  stock,  a  partnership   interest  or  otherwise)  either  in  one
transaction or in any aggregation or series of transactions  without  Landlord's
consent.

     (5) If Tenant shall abandon the Demised  Premises and/or permit the same to
be unoccupied, unattended, vacant or deserted.

     Section  16.02.  Upon the  termination of this Lease pursuant to any of the
provisions of this  Article,  it shall be lawful for  Landlord,  without  formal
demand or notice of any kind,  to  re-enter  the  Demised  Premises  by  summary
dispossess  proceedings or any other action or proceeding  authorized by law and
to remove Tenant without being liable for any damages.

     Section 16.03. Nothing in this Article shall limit the right of Landlord to
recover  possession of the Demised  Premises for nonpayment of the Rent pursuant
to any summary dispossess proceedings or other proceeding or remedy available to
it by law or by statute at any time after the  occurrence of an Event of Default
of the character specified in section 16.01.A. and the expiration of all periods
of time within which Tenant shall be entitled to remedy such default.

     Section  16.04.  A.  Upon the  termination  of this  Lease by reason of the
happening  of any Event of  Default  not  timely  cured,  or in the event of the
termination  of this  Lease  by  summary  dispossess  proceeding  or  under  any
provision of law now or at any time  hereafter  in force,  by reason of or based
upon or arising out of the  occurrence of an Event of Default,  or upon Landlord
recovering  possession  of the  Demised  Premises in the manner or in any of the
circumstances  mentioned  previously,  or in any other  manner or  circumstances
whatsoever  pursuant to legal process, by reason of or based upon or arising out
of the occurrence of an Event of Default, Landlord may, at Landlord's option, at
any time and from time to time,  relet the Demised Premises or any part of parts
thereof,  and receive and collect the rents  therefor.  Landlord shall apply the
Rents so received first to the payment of such  reasonable  expenses as Landlord
may have incurred in  recovering  possession  of the Demised  Premises,  and for
putting the same in good order or  condition  or  preparing or altering the same
for  re-rental,  and  reasonable  expenses,  commissions,  and  charges  paid by
Landlord in and about the reletting  thereof and then to the  fulfillment of the
covenants and agreements of Tenant under this Lease.

                                       21
<PAGE>
     B. Any such  reletting  as  provided  by  section  16.04.A.  may be for the
remainder  of the term of this Lease or for a longer or shorter  period.  In any
such case and  whether or not the  Demised  Premises,  or any part  thereof,  be
relet,  Tenant shall pay to Landlord the Rent, all other charges  required to be
paid by  Tenant up to the time of such  termination  of this  Lease,  or of such
recovery of possession of the Demised Premises by Landlord,  as the case may be,
and thereafter Tenant shall, if required by Landlord,  pay to Landlord until the
end of the term of this  Lease  the  equivalent  of the  amount  of all the Rent
reserved herein,  and all other charges required to be paid by Tenant,  less the
net avails of reletting, if any, and the same shall be due and payable by Tenant
to Landlord on the several rent days above specified,  that is to say, upon each
of such rent days Tenant shall pay to Landlord the net amount of the  deficiency
then existing  after  crediting  any surplus of the net avails of reletting,  if
any, over the amount of all the Rent and all other  charges  required to be paid
by Tenant which may have theretofore accrued.

     C. Under any of the  circumstances  mentioned  previously in which Landlord
shall have the right to hold Tenant liable upon the several rent days  specified
to pay Landlord the  equivalent  of the amount of the Rent and all other charges
required  to be paid by Tenant,  Landlord  shall have the  election in place and
instead of holding  Tenant so liable,  forthwith  to recover  against  Tenant as
damages for loss of the bargain and not as a penalty an aggregate sum which,  at
the time of such termination of this lease, or of such recovery of possession of
the  Demised  Premises  by  Landlord,  as the case may be,  represents  the then
present worth of the excess,  if any, of the aggregate of the Rent and all other
charges  payable by Tenant  under this  Lease  that would have  accrued  for the
balance of the term of this Lease over the aggregate rental value of the Demised
Premises for the balance of such term.

     Section 16.05. Tenant waives the service of notice of Landlord's  intention
to reenter as provided for in any statute,  or to institute legal proceedings to
that end, and also waives any and all right of  redemption  in case Tenant shall
be dispossessed by a judgment or by warrant of any court or judge.  Landlord and
Tenant each waives and shall waive any and all right to a trial by a jury in the
event that  summary  proceedings  shall be  instituted  by  Landlord.  The terms
"enter,"  "reenter,"  "entry,"  or  "reentry,"  as used in  this  Lease  are not
restricted to their technical legal meanings.

                                   ARTICLE 17.
                                 INDEMNIFICATION

     Section 17.01. A. Tenant shall indemnify and save harmless Landlord against
and from  any and all  liabilities,  obligations,  damages,  penalties,  claims,
costs,   charges   and   expenses,    including   reasonable   attorneys'   fees
("Liabilities"),  which may be imposed  upon or  asserted  against  Landlord  by
reason of any work or thing  whatsoever done in or about the Demised Premises by
Tenant or any party other than Landlord or its agents,  and shall also indemnify
and save  Landlord  harmless  against and from any and all  Liabilities  arising
during the term of this Lease (i) from any  condition  of the  Demised  Premises
first existing after the date hereof,  or (ii) any sidewalk  adjoining the Land,
or of any vaults,  passageways,  or space therein or appurtenant to or adjoining
the Land, and arising from any act or omission of Tenant, or any occupant of the
Demised  Premises or any part thereof,  or of its or their agents,  contractors,
servants, employees,  invitees, licensees, or of trespassers or arising from any

                                       22
<PAGE>
accident,  injury,  or  damage  whatsoever  caused  to any  person  or  property
occurring  during the term of this Lease in or about the  Demised  Premises,  or
upon or under  the  sidewalks  adjoining  the  Land,  and from and  against  all
judgments,  costs, expenses, and liabilities incurred in or about any such claim
or action or proceeding brought therein.

     B. Landlord shall  indemnify and save harmless  Tenant against and from any
and all  Liabilities,  which may be imposed upon or asserted  against  Tenant by
reason of any work or thing  whatsoever done in or about the Demised Premises by
Landlord  or its  agents,  and shall also  indemnify  and save  Tenant  harmless
against and from any and all  Liabilities  arising during the term of this Lease
any sidewalk adjoining the Land, or of any vaults, passageways, or space therein
or appurtenant to or adjoining the Land, and arising from any act or omission of
Landlord  or  of  its  agents,  contractors,   servants,  employees,   invitees,
licensees.

     C. If any action or proceeding is brought  against an indemnified  party by
reason of any claim  described in this Section 17.01,  the  indemnifying  party,
upon notice from the indemnified  party,  shall defend such action or proceeding
by counsel reasonably satisfactory to the indemnified party.

                                  ARTICLE 18.
                              RULES AND REGULATIONS

     Section 18.01.  Tenant shall strictly observe the rules and regulations set
forth in Schedule B annexed hereto and such other and further  reasonable  rules
and  regulations  as Landlord or  Landlord's  agents may from time to time adopt
(such rules and  regulations as have been or may hereafter be adopted or amended
are hereinafter the "Rules and Regulations").

                                  ARTICLE 19.
                        REMEDIES; LIMITATION OF LIABILITY

     Section  19.01.  The  specified  remedies  to which  Landlord or 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 to which the party may be
lawfully  entitled in case of any breach or threatened breach by the other party
of any  provision of this Lease.  The failure of a party 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 in this Lease shall not be  construed  as a waiver or a
relinquishment  for the future of such covenant or option. A receipt by Landlord
of the Rent with knowledge of the breach of any covenant of this Lease shall not
be  deemed a  waiver  of such  breach,  and no  waiver  by  either  party of any
provision  of this Lease shall be deemed to have been made unless  expressed  in
writing  and signed by such party.  In  addition  to the other  remedies in this
Lease provided, either party shall be entitled to the restraint by injunction of
the violation,  or attempted or threatened  violation,  of any of the covenants,
conditions, or provisions of this Lease.

     Section  19.02.  Landlord  (and, in case Landlord shall be a joint venture,
partnership, tenancy-in-common association or other form of joint ownership) and
the  members  of  any  such  joint  venture,   partnership,   tenancy-in-common,
association or other form of joint  ownership  shall have absolutely no personal
liability  with respect to any  provision of this Lease,  or any  obligation  or
liability arising therefrom or in connection therewith. Tenant shall look solely

                                       23
<PAGE>
to the  equity of the then  owner of the  Property  in the  Property  (or if the
interest of the  Landlord is a leasehold  interest,  Tenant shall look solely to
such leasehold  interest) for the  satisfaction of any remedies of Tenant in the
event of a breach by the Landlord of any of its obligations. Such exculpation of
liability shall be absolute and without any exception whatsoever.

     Section 19.03.  With respect to any provision of this Lease which provides,
in effect,  that Landlord shall not unreasonably  withhold or unreasonably delay
any consent or any approval, Tenant, in no event, shall be entitled to make, nor
shall Tenant make,  any claim for, and Tenant  hereby waives any claim for money
damages;   nor  shall  Tenant  claim  any  money  damages  by  way  of  set-off,
counterclaim  or  defense,  based  upon any claim or  assertion  by Tenant  that
Landlord  has  unreasonably  withheld  or  unreasonably  delayed  any consent or
approval;  but Tenant's  sole remedy shall be an action or proceeding to enforce
any such  provision,  or for specific  performance,  injunction  or  declaratory
judgment.

                                  ARTICLE 20.
                       CERTIFICATES OF LANDLORD AND TENANT

     Section 20.01.  Either party shall, at any time and from time to time, upon
not less  than ten (10)  days'  prior  notice  from the  other  party,  execute,
acknowledge,  and deliver to the other party a statement  in writing  certifying
that this  Lease is  unmodified  and in full  force and effect (or if there have
been modifications,  that this Lease is in full force and effect as modified and
stating  the  modifications),  and the dates to which  the Fixed  Rent and other
charges  have been  paid in  advance,  and  stating  whether  or not to the best
knowledge  of the  signer of such  statement  the other  party is in  default in
keeping,  observing,  or performing any covenant or agreement  contained in this
Lease  and,  if there be a  default,  specifying  each  such  default,  it being
intended  that any such  statement  delivered  pursuant  to this  section may be
relied upon by the other party or any  purchaser,  subtenant or mortgagee of its
estate, but reliance on such statement may not extend to any default as to which
the signer shall have had no actual knowledge, after due inquiry.

                                   ARTICLE 21.
                                     NOTICES

     Section  21.01.A.  Any  notice,   demand,   request,   approval,  or  other
communication  (a  "Notice")  which,  under the terms of this Lease or under any
statute,  must or may be given by the parties,  must be in writing,  and must be
given by (i) mailing the same by  registered  or certified  mail return  receipt
requested addressed, (ii) delivering same by any nationally recognized overnight
carrier,  or (iii) by telecopier,  to the respective  parties at their addresses
above set forth. A copy of any notice to Landlord shall also be given to Farrell
Fritz, P.C., 1320 RexCorp Plaza, Uniondale, New York 11556-1320,  Attn: Peter L.
Curry, Esq (Telecopier # (516) 336-2208). The notice to Tenant shall be given to
Beckman, Lieberman & Barandes, LLP, 100 Jericho Quadrangle,  Suite 329, Jericho,
New York 11753, Attn: David H. Lieberman, Esq. (Telecopier # (516) 433-5858)

                                       24
<PAGE>
     B. Either party, and the holder of any Fee Mortgage who shall have made the
request  referred to in Section 21.02,  may designate by notice in writing given
in the  manner  specified  a new or  other  address  to  which  a  notice  shall
thereafter be so given.  All notices shall be deemed given (i) forty-eight  (48)
hours after having been duly deposited in the mails, or (ii)  twenty-four  hours
after having been delivered to the overnight carrier.

     Section 21.02. If requested in writing by Landlord,  Tenant,  or the holder
of any Fee  Mortgagee  (which  request  shall be made in the manner  provided in
Section  21.01 and shall specify an address to which notices shall be given) any
such  notice  to  Landlord  shall  also be  given  contemporaneously  to the Fee
Mortgagee in the manner herein specified.

                                   ARTICLE 22.
                                     BROKER

     Section 22.01.  Landlord and Tenant  covenant and agree that Newmark Knight
Frank is the sole broker (the "Broker") that brought about this Lease.  Landlord
agrees to pay the Broker a  commission  pursuant to separate  agreement.  Tenant
further  covenants and agrees that to the extent any other party claims a broker
or finder's fee through a party, Tenant will defend, indemnify and hold Landlord
harmless from any and all claims, losses, judgments,  liabilities,  suits, costs
of  suits,  and all  other  costs  and  expenses  which  Landlord  may  incur in
connection  therewith,  including  attorney's  fees and  costs to  enforce  this
indemnity. This indemnification shall survive the termination of this Lease.

                                   ARTICLE 23.
                                 QUIET ENJOYMENT

     Section 23.01.  Tenant, upon paying the Rent and all other charges provided
for in  this  Lease  and  upon  observing  and  keeping  all  of the  covenants,
agreements,  and  provisions  of this Lease on its part to be observed and kept,
shall lawfully and quietly hold,  occupy,  and enjoy the Demised Premises during
the term of this Lease without  hindrance or molestation  by anyone  claiming by
through  or  under  Landlord  as  such,  subject,  however,  to the  exceptions,
reservations and conditions of this Lease.

                                  ARTICLE 24.
                       INVALIDITY OF PARTICULAR PROVISIONS

     Section  24.01.  If any provision of this Lease or its  application  to any
person or  circumstance  shall to any extent be invalid  or  unenforceable,  the
remainder  of this Lease,  or the  application  of such  provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected, and each provision of this Lease shall be valid and be enforced
to the fullest extent permitted by law.

                                       25
<PAGE>
                                   ARTICLE 25.
              COVENANTS TO BIND AND BENEFIT THE RESPECTIVE PARTIES

          Section 25.01.  The covenants and  agreements  contained in this Lease
     shall  bind and inure to the  benefit  of  Landlord  and  Tenant  and their
     respective successors and assigns.


                                   ARTICLE 26.
                                    UTILITIES

          Section 26.01.  Tenant shall contract  directly with and shall pay the
     applicable  utility  companies or  governmental  agencies for all utilities
     consumed on the Demised Premises,  other than water.  Landlord shall not be
     liable to Tenant for any  interruption  in or  curtailment  of any  utility
     service,  nor shall  any such  interruption  or  curtailment  constitute  a
     constructive  eviction or grounds for rental  abatement in whole or in part
     hereunder.

                                   ARTICLE 27.
                          CONDITION OF DEMISED PREMISES

          Section 27.01. Tenant represents that the Demised Premises,  the title
     thereto,  any sidewalks,  parking areas  adjoining the same, and subsurface
     conditions  thereof,  and the present  permitted uses and  prohibited  uses
     thereof,  have been examined by Tenant and that Tenant accepts the same "AS
     IS" in the condition or state in which they or any of them now are, without
     representation  or  warranty,  express  or  implied  in fact or by law,  by
     Landlord and without  recourse to Landlord,  as to the title  thereto,  the
     nature,  condition  or  usability  thereof  or the use or uses to which the
     Demised Premises or any part thereof may be put.

          Section 27.02. Tenant is fully familiar with the physical condition of
     the Demised Premises and with each and every part thereof, and accepts same
     in the  condition  in  which  they are in on the  date of this  Lease,  and
     Landlord makes no  representation or warranty with respect to the condition
     of  the  Demised  Premises  or of  its  fitness  or  availability  for  any
     particular  use, and Landlord  shall not be liable for any latent or patent
     defects therein, except as otherwise provided herein.

          Section  27.03.  Nothing  in this Lease  contained  shall be deemed or
     construed  in any way as  constituting  the consent or request of Landlord,
     express  or  implied,  by  inference  or  otherwise,   to  any  contractor,
     subcontractor,  laborer or materialman  for the performance of any labor or
     the furnishing of any materials for any specific improvement, alteration to
     or repair of the Demised Premises or any part thereof, nor as giving Tenant
     any right,  power or authority  to contract for or permit the  rendering of
     such services or the  furnishing  of any materials  that would give rise to
     the filing of any lien against the Demised Premises or any part thereof.

                                       26
<PAGE>
                                  ARTICLE 28.
                              LATE FEE AND CHARGES

     Section  28.01.  Any  payment  required  to be made  by  Tenant  under  the
provisions  of this  Lease not paid by Tenant  when and as  required  hereunder,
shall, at Landlord's option, thereupon be deemed to be due and payable on demand
with  interest  per annum  thereon  equal to five (5%)  percent in excess of the
Prime Rate computed from date when the particular  amount became due to the date
of payment thereof to Landlord.

     Section  28.02.  In order to cover the extra  expense  involved in handling
delinquent payments,  Tenant, at Landlord's option, shall pay a "late charge" of
$250.00,  provided  said  Rent is paid  more  than ten days  after  the due date
thereof.  Said late charge shall be charged only once for each overdue  payment.
It is understood and agreed that this charge is for additional expenses incurred
by Landlord and shall not be considered interest.

                                  ARTICLE 29.
                       COMPLIANCE WITH ENVIRONMENTAL LAWS

     Section 29.01.  Tenant agrees that it shall,  at its sole cost and expense,
promptly  comply  with all  federal,  state and local laws,  ordinances,  rules,
regulations  and any  requirements  and any  directive,  order  or  governmental
instruction  issued  under any of the  foregoing,  relating to health or safety,
hazardous or toxic  substances or wastes,  or air,  ground and water  pollution,
protection  and/or  preservation  of the environment  (hereinafter  collectively
referred to as "Environmental  Laws") applicable to its business and properties,
wheresoever located, or its use of the Demised Premises.

     Section 29.02. Without limiting the foregoing, Tenant agrees:

     A. that it shall not allow to occur any action or  omission  in the Demised
Premises or by it, its agents or  invitees  anywhere  on the  Property  which is
prohibited by or may result in any liability under any Environmental Law;

     B. whenever an  Environmental  Law requires any action of either or both of
the owner or operator of the Demised  Premises,  Tenant  shall  fulfill all such
obligations  resulting  from its  activities  or business at the Building at its
sole cost and expense,  it being the  intention  of the parties  hereto that the
Landlord  shall  be free  of all  expenses  or  obligations  arising  from or in
connection  with  compliance  with any  Environmental  Law with  respect to such
Tenant  activities and Tenant shall bear all such expenses and obligations as if
it is the sole owner and operator of the land and the Demised Premises;

     C. at its sole cost and expense to promptly  discharge  and remove any lien
or encumbrance against the Demised Premises,  the Building or any property owned
or controlled  in whole or in part by the Tenant,  imposed by reason of Tenant's
failure to comply with any  Environmental  Law or any  provision of this Section
29.02;

                                       27
<PAGE>
     D. to defend, indemnify and hold Landlord harmless from and against any and
all liabilities,  penalties, losses, expenses, damages, costs, claims, causes of
actions,  judgments  and/or the like,  of  whatever  nature,  including  but not
limited to  attorneys'  fees and other  expenses of  litigation  or  preparation
thereof however  arising  including any action brought under this Section 29.02,
to the extent such costs arise from or are in connection  with Tenant's  failure
to comply with any Environmental Law or any provision of this Article.

     Section  29.03.  Within  ten  (10)  days  after a  written  request  by the
Landlord, or the Fee Mortgagee,  if any, Tenant shall deliver to Landlord a duly
executed acknowledged  affidavit of Tenant's chief officer,  certifying that the
Tenant is not in violation of any Environmental Law and that no person or entity
is  asserting  or has  asserted  that  Tenant is or may be in  violation  of any
Environmental  Law. Tenant shall supply Landlord and the Fee Mortgagee,  if any,
with  all  information  relating  to any  alleged  or  actual  violation  of any
Environmental Law as the Landlord or Landlord's  Mortgagee  reasonably  requests
within ten (10) days of a written request for such information.

     Section 29.04.  Tenant agrees that each and every provision of this Article
shall survive the  expiration or earlier  termination of the Term of this Lease.
The parties hereto  expressly agree and acknowledge  that the Landlord would not
enter into this Lease but for the  provision  of this  Article and the  survival
thereof.

     Section  29.05.A.  If Tenant  receives  any notice of the  happening of any
event  involving an emission,  spill,  release or discharge into or upon (i) the
air,  (ii) soils or any  improvements  located  thereon,  (iii) surface water or
ground water, or (iv) the sewer,  septic system or waste  treatment,  storage or
disposal  system  servicing  the  Demised  Premises,  of any toxic or  hazardous
substances or wastes  (intended hereby and hereafter to include any and all such
material  listed in any federal,  state or local law, code and ordinance and all
rules and  regulations  promulgated  thereunder,  as  hazardous  or  potentially
hazardous) (any of which is hereafter  referred to as a "Hazardous  Discharge"),
or any complaint, order, directive claim, citation or notice by any governmental
authority or any other person or entity with respect to (a) air  emissions,  (b)
spills,  releases or discharges to soils or any  improvements  located  thereon,
surface  water,  ground water or the sewer,  septic  system or waste  treatment,
storage or disposal systems servicing the Demised Premises, (c) noise emissions,
(d)  solid  or  liquid  waste  disposal,  (e)  the  use,  generation,   storage,
transportation or disposal of toxic or hazardous  substances or wastes or (f) or
other  environmental,  health or safety matters  affecting  Tenant,  the Demised
Premises,  any improvements  located thereon,  or the business therein conducted
(any of which is hereafter  referred to as an "Environmental  Complaint"),  then
Tenant  shall  give  immediate  oral and  written  notice  of same to  Landlord,
detailing all relevant facts and circumstances and, if Tenant is obligated to do
so hereunder, initiate and complete all steps and actions necessary or advisable
to clean up, remove, restore,  resolve and minimize the impacts of the Hazardous
Discharge or Environmental  Complaint to the extent said Hazardous  Discharge or
Environmental  Complaint  shall  have  been due to a  breach  by  Tenant  of its
obligations to be performed under the terms of this Lease.

     B. Without limitation of the foregoing, Landlord shall have the option, but
shall not be obligated,  to exercise any of its rights as provided in Article 13
of this Lease and may enter onto the Demised Premises and/or take any actions as

                                       28
<PAGE>
it deems  necessary or advisable  to clean up,  remove,  resolve or minimize the
impact of, or otherwise  deal with,  any  Hazardous  Discharge or  Environmental
Complaint  upon  Landlord's  receipt  of any  notice  from any  person or entity
asserting the happening of a Hazardous  Discharge or an Environmental  Complaint
on or pertaining  to the Demised  Premises.  All costs and expenses  incurred by
Landlord in the  exercise of any such  rights  shall be deemed to be  additional
rent hereunder and shall be payable by Tenant to Landlord upon demand,  provided
that  Tenant  is  otherwise  responsible  for same  pursuant  to the  terms  and
conditions of this Lease.

                                   ARTICLE 30.
                                      LAWS

     Section  30.01.  This Lease shall be construed  and enforced in  accordance
with the laws of the State in which the Demised Premises are situated.

                                   ARTICLE 31.
                                 LANDLORD'S FEES

     Section 31.01. Whenever Tenant requests Landlord to take any action or give
any  consent  required or  permitted  under this  Lease,  Tenant will  reimburse
Landlord  for all of  Landlord's  reasonable  costs  incurred in  reviewing  the
proposed  action  or  consent,   including,   without   limitation,   reasonable
attorneys',   engineers'  or  architects'  fees,  within  ten  (10)  days  after
Landlord's  delivery  to Tenant of a  statement  of such  costs.  Tenant will be
obligated to make such reimbursement without regard to whether Landlord consents
to any such proposed action.

                                   ARTICLE 32.
                                    AUTHORITY

     Section  32.01.  Each  party  hereto  represents  to  the  other  that  the
representing  party is authorized  to execute this Lease,  perform the terms and
conditions  set forth herein by requisite  action of the board of directors,  or
partners,  as the case may be, and agrees  upon  request to deliver to the other
party a resolution of similar document to that effect.

                                   ARTICLE 33.
                                  FORCE MAJEURE

     Section  33.01.  In the event that  Landlord  or Tenant  shall be  delayed,
hindered in or prevented from the  performance of any act required  hereunder by
reason of acts of God,  blackouts,  inability  to  procure  materials  or obtain
labor, failure of power, riots, insurrection, the act, failure to act or default
of a third  party  utility or other  party  contractually  obligated  to provide
services  to the  Property,  war or  other  reason  beyond  their  control,  the
performance  of such act shall be  excused  for the  period of the delay and the
period  of or the  performance  of any such act shall be  extended  for a period

                                       29
<PAGE>
equivalent  to the  period  of such  delay  but in no event  shall  this  clause
postpone,  delay or excuse  payment of Rent by Tenant to  Landlord  or any other
sums or charges, payable by Tenant hereunder.

                                   ARTICLE 34.
                             MODIFICATIONS TO LEASE

     Section 34.01. If, in connection with obtaining financing for the Building,
any  bank,   insurance  company  or  other  lending  institution  shall  request
reasonable  modifications  in this Lease as the  conditions  of such  financing,
Tenant  will not  unreasonably  withhold,  delay or defer  its  consent  hereto,
provided  that such  modifications  do not  increase the  obligations  of Tenant
hereunder or materially adversely effect the leasehold interest hereby created.

                                   ARTICLE 35.
                                  HOLDING OVER

     Section 35.01. If Tenant holds over after the term of this Lease, and fails
to vacate the Demised  Premises  after the  expiration or sooner  termination of
this  Lease for any cause or after  Tenant's  right to occupy  the same  ceases,
thereafter,  and notwithstanding anything to the contrary contained elsewhere in
this Lease, such tenancy shall be a tenancy in sufferance terminable immediately
by Landlord  upon notice to Tenant and by Tenant upon thirty (30) days notice to
Landlord,  and Tenant  shall be liable to  Landlord  for Fixed Rent at twice the
monthly  installment  of Fixed Rent as provided in this Lease for the last month
of the term  hereunder  in addition  to Taxes,  and all other  charges  required
herein.  If the Demised  Premises  are not  surrendered  at the end of the term,
Tenant shall be  responsible  to Landlord for all damage  which  Landlord  shall
suffer by reason  hereof,  and Tenant hereby  indemnifies  Landlord  against all
claims made by any succeeding tenant against  Landlord,  resulting from delay by
Landlord in  delivering  possession of the Demised  Premises to such  succeeding
tenant.

                                   ARTICLE 36.
                                      SIGNS

     Section 36.01.  Other than for the existing signage,  the location,  design
and content of any signs hereafter located at the Demised  Premises,  other than
the  existing  signage,  shall  be  approved  by  Landlord,  in  its  reasonable
discretion.  Any signs placed by the Tenant at the Demised Premises shall at all
times conform to all applicable requirements of governmental  authorities having
jurisdiction  and Tenant shall obtain any necessary  permits for such  purposes.
Tenant  shall  be  responsible  for the  cost  of all  repairs,  replacement  or
maintenance of signs at the Demised Premises.  Prior to the expiration or sooner
termination of this Lease,  Tenant shall, upon notice from Landlord,  remove any
signs  requested by Landlord not less than ten (10) days prior to the expiration
or sooner termination of this Lease.

                                       30
<PAGE>
                                   ARTICLE 37.
                               EXECUTION OF LEASE

     Section  37.01.  The Lease shall be of no force and effect unless and until
it is executed by both Landlord and Tenant.

                                   ARTICLE 38.
                                WAIVERS BY TENANT

     Section  38.01.  Tenant,  for itself,  and on behalf of any and all persons
claiming  through or under it,  including  creditors  of all kinds,  does hereby
waive and surrender all right and privilege which they or any of them might have
under or by reason of any present or future law, to redeem the Demised  Premises
or to have a  continuance  of this Lease for the term hereby  after  having been
dispossessed or ejected  therefrom by process of law or after the termination of
this Lease as provided herein.

     Section  38.02.  Tenant  hereby  waives  the  right to trial by jury in any
action,  summary proceeding,  legal proceeding or counterclaim  between or among
the parties  hereto or their  successors  or assigns on any  matters  whatsoever
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant,  Tenant's  use of or occupancy of the Demised  Premises and
any emergency statutory or any other statutory remedy.

     Section  38.03.  Supplementing  and in  furtherance  of the  provisions  of
Section  38.02,   hereof,   Tenant  hereby  waives  the  right  to  interpose  a
counterclaim of whatever nature or description (other than  counterclaims  which
are  compulsory  in nature) in any  summary  proceeding  instituted  by Landlord
against  Tenant  for  possession  of the  Demised  Premises  or in any action or
proceeding  instituted  by Landlord  for unpaid Fixed Rent,  additional  rent or
other sums or charges payable by Tenant under this Lease.

     Section  38.04.  In the event Tenant  claims or asserts  that  Landlord has
violated  or failed to  perform  a  covenant  of  Landlord  not to  unreasonably
withhold  or  delay  Landlord's  consent  or  approval,  or in  any  case  where
Landlord's  reasonableness in exercising its judgment is in issue, Tenant's sole
remedy  shall be an action for  specific  performance,  declaratory  judgment or
injunction  and in no event shall Tenant be entitled to any money  damages for a
breach of such  covenant and in no event shall Tenant claim or assert any claims
in any money damages in any action or by way of set off, defense or counterclaim
(other than  counterclaims  which are  compulsory  in nature) and Tenant  hereby
specifically waives the right to any money damages or other remedies.

                                       31
<PAGE>
     IN WITNESS  WHEREOF,  Landlord and Tenant have duly  executed and delivered
this Lease as of the day and year first above written.

                          LANDLORD: 180 LINDEN REALTY, LLC


                          By:  /s/
                          -------------------------------------------------
                              Name: Scott Burman
                              Title: Manager


                          TENANT: VASOMEDICAL, INC.


                          By: /s/
                          -------------------------------------------------
                              Name: John C. K. Hui
                              Title:  President

                                       32
<PAGE>
                                    EXHIBIT A

                                  Rent Schedule
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
                 Year                                  Per Month                              Per Annum
---------------------------------------- -------------------------------------- --------------------------------------
            <S>                                        <C>                                   <C>
            ______1________                            $11,551.50                            $138,618.00
---------------------------------------- -------------------------------------- --------------------------------------
            ______2________                            $12,013.56                            $144,162.72
---------------------------------------- -------------------------------------- --------------------------------------
            ______3________                            $12,494.10                           $ 149,929.63
---------------------------------------- -------------------------------------- --------------------------------------
                  4                                    $12,993.87                            $155,926.40
---------------------------------------- -------------------------------------- --------------------------------------
                  5                                    $13,513.62                            $162,163.45
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

                                       33