EXHIBIT A

                              520 Broadhollow Road

                               AGREEMENT OF LEASE

                                     BETWEEN

                       RECKSON OPERATING PARTNERSHIP, L.P.

                                       AND

                          CHOICECARE LONG ISLAND, INC.




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                                TABLE OF CONTENTS

                                                                            Page

SPACE........................................................................1

TERM.........................................................................1

RENT.........................................................................2

USE..........................................................................2

tenant's initial construction................................................3

SERVICES.....................................................................5

LANDLORD'S REPAIRS...........................................................6

WATER SUPPLY.................................................................6

parking field................................................................6

DIRECTORY....................................................................7

TAXES AND OTHER CHARGES......................................................7

TENANT'S REPAIRS.............................................................8

FIXTURES & INSTALLATIONS.....................................................9

ALTERATIONS..................................................................9

REQUIREMENTS OF LAW.........................................................12

END OF TERM.................................................................14

QUIET ENJOYMENT.............................................................15

SIGNS.......................................................................15

RULES AND REGULATIONS.......................................................16

RIGHT TO SUBLET OR ASSIGN...................................................16

LANDLORD'S ACCESS TO PREMISES...............................................18

SUBORDINATION...............................................................19


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PROPERTY LOSS, DAMAGE REIMBURSEMENT.........................................21

TENANT'S INDEMNITY..........................................................22

DESTRUCTION - FIRE OR OTHER CASUALTY........................................22

INSURANCE...................................................................24

EMINENT DOMAIN..............................................................26

NONLIABILITY OF LANDLORD....................................................27

DEFAULT.....................................................................27

TERMINATION ON DEFAULT......................................................29

DAMAGES.....................................................................30

SUMS DUE LANDLORD...........................................................31

NO WAIVER...................................................................31

WAIVER OF TRIAL BY JURY.....................................................32

NOTICES.....................................................................32

INABILITY TO PERFORM........................................................33

INTERRUPTION OF SERVICE.....................................................33

CONDITIONS OF LANDLORD'S LIABILITY..........................................34

TENANT'S TAKING POSSESSION..................................................34

ENTIRE AGREEMENT............................................................34

DEFINITIONS.................................................................35

PARTNERSHIP TENANT..........................................................35

SUCCESSORS, ASSIGNS, ETC....................................................36

BROKER......................................................................36

CAPTIONS....................................................................36

NOTICE OF ACCIDENTS.........................................................36

TENANT'S AUTHORITY TO ENTER LEASE...........................................37

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RENEWAL OPTION..............................................................37

RIGHT OF FIRST OFFER........................................................39

BUILDING IMPROVEMENTS.......................................................41

REASONABLE CONSENT..........................................................41

TENANT'S REMEDY.............................................................41

ROOF ANTENNA................................................................41

SCHEDULE "A"................................................................44

SCHEDULE "B"................................................................46

SCHEDULE "C"................................................................47

SCHEDULE "E"................................................................50

EXHIBIT 1  RENTAL PLAN......................................................54

EXHIBIT 2  PRELIMINARY PLANS................................................55


                                     -iii-

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            AGREEMENT OF LEASE, made as of this 20th day of October, 1995,
between RECKSON OPERATING PARTNERSHIP, L.P., a limited partnership, having its
principal office at 225 Broadhollow Road, Suite 212 W, CS 5341, Melville, New
York 11747-0983 (hereinafter referred to as "Landlord"), and CHOICECARE LONG
ISLAND, INC. a corporation, having its principal place of business at 395 North
Service Road, Melville, New York 11747 (hereinafter referred to as "Tenant").

            WITNESSETH:  Landlord  and  Tenant  hereby  covenant  and agree as
follows:


                                      SPACE

            1. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the space substantially as shown on the Rental Plan initialed by the
parties and made part hereof as Exhibit "l" ("Demised Premises" or "Premises")
in the building located at 520 Broadhollow Road, Melville, New York (hereinafter
referred to as the "Building") which space the parties agree contains
approximately 43,200 square feet in a Building containing approximately 83,176
square feet which constitutes 51.94 percent of the area of the Building
("Tenant's Proportionate Share").

                                      TERM

            2. The term ("Term" or "Demised Term" or "term") of this lease shall
commence and, subject to Article 5(F) below, Tenant's obligation to pay Rent
shall commence on the date (the "Term Commencement Date") that the Contractor
(defined below) shall substantially complete Tenant's Initial Construction
(defined below) in the Demised Premises. The Term of this lease shall expire on
the date (the "Expiration Date") which is seven (7) years after the last day of
the month in which the Term Commencement Date shall have occurred, unless the
Term shall sooner terminate pursuant to any of the terms, covenants or
conditions of this lease or pursuant to law.

            A "Lease Year" shall comprise a period of twelve (12) consecutive
months. Notwithstanding the foregoing, the first Lease Year shall commence upon
the Term Commencement Date and if the Term Commencement Date is not the first
day of a month shall include the additional period from the Term Commencement
Date to the end of the then current month. Each succeeding Lease Year shall end
on the anniversary date of the last day of the preceding Lease Year. For
example, if the Term Commencement Date is January 1, 1996, the first Lease Year
would end on December 31, 1996 and each succeeding Lease Year would end on
December 31st. If, however, the Term Commencement Date is January 2, 1996 the
first Lease Year would end on January 31, 1997, the second Lease Year would
commence on February 1, 1997 and each succeeding Lease Year would end on January
31st.

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                                      RENT

            3.    The annual minimum rental ("Rent" or "rent") is as follows:

During the first Lease Year, the Rent shall be $734,400.00, payable in monthly
installments of $61,200.00.

During the second Lease Year, the Rent shall be $756,432.00, payable in monthly
installments of $63,036.00.

During the third Lease Year, the Rent shall be $779,124.96, payable in monthly
installments of $64,927.08.

During the fourth Lease Year, the Rent shall be $802,498.68, payable in monthly
installments of $66,874.89.

During the fifth Lease Year, the Rent shall be $826,573.68, payable in monthly
installments of $68,881.14.

During the sixth Lease Year, the Rent shall be $851,370.84, payable in monthly
installments of $70,947.57.

During the seventh Lease Year, the Rent shall be $876,912.00, payable in monthly
installments of $73,076.00.

Tenant agrees to pay the Rent to Landlord, without notice or demand, in lawful
money of the United States which shall be legal tender in payment of the debts
and dues, public and private, at the time of payment in advance on the first day
of each calendar month during the Demised Term at the office of the Landlord, or
at such other place as Landlord shall designate, except that Tenant shall pay
the first monthly installment on the Term Commencement Date. Tenant shall pay
the Rent as above and as hereinafter provided, without any set off or deduction
whatsoever except as otherwise specifically permitted under this lease. Should
the Term Commencement Date be a date other than the first day of a calendar
month, the Tenant shall pay a pro rata portion of the Rent on a per diem basis,
based upon the fourth full calendar month of the first Lease Year, from such
date to and including the last day of that current calendar month, and the first
Lease Year shall include said partial month. The Rent payable for such partial
month shall be in addition to the Rent payable pursuant to the Rent schedule set
forth above.

Notwithstanding the foregoing, provided Tenant is not then in default under any
provision of this lease, Tenant shall be relieved of its obligations to pay Rent
for the first, second and third full calendar months of the Term of this lease.

                                       USE

            4. (A) Tenant shall use and occupy the Demised Premises only for
executive, administrative and general office purposes and for no other purpose.


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            (B) Tenant shall not use or occupy, suffer or permit the Premises,
or any part thereof, to be used in any manner which would in any way, in the
reasonable judgment of Landlord, (i) violate any laws or regulations of public
authorities; (ii) make void or voidable any insurance policy then in force with
respect to the Building; (iii) impair the appearance, character or reputation of
the Building; (iv) discharge objectionable fumes, vapors or odors into the
Building, air-conditioning systems or Building flues or vents in such a manner
as to offend other occupants. The provisions of this Section shall not be deemed
to be limited in any way to or by the provisions of any other Section or any
Rule or Regulation.

            (C) The emplacement of any equipment which will impose an evenly
distributed floor load in excess of 100 pounds per square foot shall be done
only after written permission is received from the Landlord. Such permission
will be granted only after adequate proof is furnished by a professional
engineer that such floor loading will not endanger the structure. Business
machines and mechanical equipment in the Premises shall be placed and maintained
by Tenant, at Tenant's expense, in such manner as shall be sufficient in
Landlord's judgment to absorb vibration and noise and prevent annoyance or
inconvenience to Landlord or any other tenants or occupants of the Building.

            (D) Tenant will not at any time use or occupy the Demised Premises
in violation of the certificate of occupancy (temporary or permanent) issued for
the Building or portion thereof of which the Demised Premises form a part.

            (E) Tenant shall not conduct medical examinations or any other
activities which shall generate "red-bag" medical waste or install any MRI or
X-ray equipment in the Demised Premises.

            (F) Tenant shall be permitted access to the Demised Premises
twenty-four (24) hours a day, seven (7) days a week.

                          tenant's initial construction

            5. (A) At Tenant's expense, Landlord shall cause Reckson
Construction Group, Inc. (the "Contractor") to perform, on a turn-key basis,
pursuant to a separate contract, the work (including architectural services) and
make the installations required to provide the Demised Premises with
substantially the same finishes as currently exist in the premises presently
leased by Tenant in the building located at 395 North Service Road, Melville,
New York (except for extraordinary finishes, including, without limitation,
interior stairwells) ("Tenant's Initial Construction"). The tenant's finish work
which constitutes Tenant's Initial Construction shall substantially conform to
the specifications for Tenant's Initial Construction set forth on Schedule "E"
annexed hereto and made a part hereof.

            Landlord hereby agrees to pay to Tenant a work allowance
(hereinafter referred to as "Landlord's Contribution") of $1,080,000.00 to be
used by Tenant toward the cost of Tenant's Initial Construction. Tenant shall
draw down Landlord's Contribution by use of A1A Application for Payment forms
(hereinafter referred to as "Requisition" in the singular and "Requisitions" in
the plural). In the format set forth in the Requisitions, Tenant shall be
entitled to draw down, from time to time, that percentage of Landlord's
Contribution which equals the


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percentage of Tenant's Initial Construction that has been completed by or on
behalf of Tenant or by the Contractor. Tenant shall submit a Requisition to
Landlord's architect no more frequently than monthly and Landlord's architect
shall verify the percentage of completion claimed by Tenant on the Requisition
in question. Landlord shall pay Tenant that portion of Landlord's Contribution
requested by a Requisition within ten (10) days after Landlord's receipt of such
Requisition, provided Landlord's architect confirms that the percentage of
completion set forth on such Requisition is correct.

            (B) Landlord and Tenant acknowledge that Tenant has delivered to
Landlord its Program of Space Requirements for the Premises and they have agreed
upon and signed the preliminary plans (the "preliminary plans") prepared by
Landlord based upon Tenant's Program of Space Requirements. A copy of the
preliminary plans is annexed hereto as Exhibit "2". Landlord and Tenant also
acknowledge Tenant has given to Landlord its furniture plan and a description of
Tenant's power, data and telephone requirements (hereinafter referred to as the
"Supplemental Information").

            (C) Landlord shall cause the Contractor to deliver the Tenant's
Initial Construction in a substantially completed condition (the date of such
delivery being referred to herein as the "Delivery Date") on or before January
30, 1996 provided Tenant shall comply with the following schedule:

            (i) Landlord shall prepare working plans on the basis of the
preliminary plans within thirty (30) days after Tenant shall have delivered the
Supplemental Information to Landlord.

            (ii) Tenant shall comment on Landlord's working plans and approve
such working plans, subject to such comments, within seven (7) days after
Tenant's receipt of such working plans from Landlord.

            (iii) Contractor shall substantially complete Tenant's Initial
Construction within sixty-four (64) days after Tenant shall have so approved
Landlord's working plans and delivered such approval to Landlord.

            (D) The Delivery Date referred to in Paragraph (C) above shall be
extended by the period of any delay in the foregoing schedule resulting from
Tenant's non-compliance with such schedule. Such delay shall not, however, delay
the commencement of the Term or the Tenant's obligation to pay Rent as otherwise
provided hereunder.

            (E) (i) If Landlord shall fail to cause the Contractor to deliver
the Premises in a substantially completed condition on or before March 30, 1996,
Tenant shall receive a rent credit equal to $2,0l2.05 per day for each day
beyond March 30, 1996, until Landlord causes the Contractor to deliver the
Premises in a substantially completed condition. Such rent credit shall be
applied against the Rent payable pursuant to this lease beginning with the
fourth (4th) full calendar month of the term of this lease. Notwithstanding the
foregoing, the effective date of Tenant's receipt of the foregoing rent credit
shall be delayed beyond March 30, 1996 by one (1) day (a) for each day that
Tenant shall delay in complying with its obligations under the plan schedule set
forth in Paragraph (C) above, or (b) for each day that Tenant shall


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delay the substantial completion of Tenant's Initial Construction by reason of
any of the causes set forth in Paragraph (F) below.

            (ii) In the event Landlord shall fail to cause the Contractor to
deliver the Premises in a substantially completed condition on or before March
30, 1996 and neither Landlord nor the Contractor shall cure such default within
thirty (30) days after Landlord shall have received from Tenant written notice
of such default (or, if such default cannot reasonably be cured within such
thirty (30) day period, Landlord or the Contractor shall not have commenced the
cure of such default within such thirty (30) day period and thereafter
diligently pursued such cure to completion), then Tenant shall have the right to
complete Tenant's Initial Construction and deduct the reasonable cost thereof
from the next payments of Rent due under this Lease.

            (iii) Receipt by Tenant of the rent credit set forth in Subparagraph
(i) above and Tenant's right of setoff set forth in Subparagraph (ii) above
shall be Tenant's sole remedies in the event Landlord or the Contractor shall
fail to deliver the Premises as required under this lease and Tenant waives any
right to rescind this lease under Section 223-a of the New York Real Property
Law or any successor statute of similar import then in force and further waives
the right to recover any damages which may result from Landlord's or the
Contractor's failure to deliver possession of the Premises on the Term
Commencement Date. Notwithstanding the foregoing, the remedies waived by Tenant
in the foregoing sentence shall be deemed reinstated in the event neither
Landlord nor the Contractor shall deliver the Demised Premises to Tenant in a
substantially completed condition on or before December 31, 1996.

            (F) For purposes of this Article, the ten "substantially completed"
shall mean when the only items to be completed are those which do not materially
interfere with the Tenant's use and occupancy of the Demised Premises
(including, without limitation, minor construction details, mechanical
adjustments and decorations). Subject to any applicable rent concession set
forth in this lease, the commencement of the Term and Tenant's obligation to pay
Rent shall commence upon the substantial completion of Tenant's Initial
Construction; but if Landlord or the Contractor shall be delayed in such
"substantial completion" as a result of (i) Tenant's failure to approve
Landlord's working plans within the time schedule set forth in Paragraph (C)
above; (ii) Tenant's request for materials, finishes or installations other than
Landlord or Contractor's standard; (iii) Tenant's changes in its Program of
Space Requirements, Supplemental Information, the preliminary plans or
Landlord's working plans; or (iv) the performance or completion of any work,
labor or services by a party employed by Tenant (other than the Contractor);
then the commencement of the Term of this lease and the payment of Rent
hereunder with respect to the space in question shall be accelerated by the
number of days of such delay.

                                    SERVICES

            6. (A) As long as Tenant is not in default under any covenants of
this lease, Landlord, during the hours of 8:00 A.M. to 7:00 P.M. on weekdays and
8:00 A.M. to 5:00 P.M. on Saturdays ("Working Hours"), excluding legal holidays,
shall provide normal services to the "Common Area" of the Building, which normal
services shall include lighting and heating, ventilation and air conditioning as
required by the respective season. During all other hours,


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Landlord shall provide only limited lighting to the parking area servicing the
Demised Premises as may be necessary for Tenant's employees and agents to gain
access to the Demised Premises.

            (B) Landlord shall provide, at its expense, an electric meter which
shall measure Tenant's consumption of electricity in the Demised Premises for
all purposes, including, without limitation, lighting, office equipment,
heating, ventilation and air conditioning. Tenant shall make arrangements to
secure electricity for such purposes directly from the utility servicing the
Building and Tenant shall pay the charges for such electricity directly to such
utility in a timely manner. Upon completion by Landlord of the conversion of the
Demised Premises to gas heat pursuant to Article 46 below and the installation
by Landlord of a separate gas meter to measure the consumption of gas in the
Demised Premises, Tenant shall make arrangements to secure gas directly from the
utility servicing the Building and Tenant shall pay the charges for such gas
directly to such utility in a timely manner. Landlord shall cause the Contractor
to install the above-referenced electric and gas meters and the conversion to
gas heat as part of Tenant's Initial Construction and the time periods and
remedies referred to in Article 5 above shall pertain thereto.

                               LANDLORD'S REPAIRS

            7. Landlord, at its expense, will make all necessary structural and
nonstructural repairs to and provide maintenance for the Building and all
mechanical systems servicing the Building, and generally keep the Building in
good order and repair, and make all the structural and nonstructural repairs to
and provide the maintenance for the Demised Premises (excluding painting and
decorating) and for all public areas and facilities as set forth in Schedules A
and B, except such repairs and maintenance as may be necessitated by the
negligence, improper care or use of such premises and facilities by Tenant, its
agents, employees, licensees or invitees, which will be made by Landlord at
Tenant's expense.

                                  WATER SUPPLY

            8. Landlord, at its expense, shall furnish hot and cold or tempered
water for lavatory purposes and for the kitchenette and other sinks permitted in
the Demised Premises and for no other purpose.

                                  parking field

            9. Tenant shall have the right to use one hundred seventy-two (172)
parking spaces for the parking of automobiles of the Tenant, its employees and
invitees, in the parking areas servicing the Building (hereinafter sometimes
referred to as "Building Parking Area"), twenty-five (25) of which shall be
marked "reserved" for use by Tenant, subject to the reasonable Rules and
Regulations now or hereafter adopted by Landlord. Such reserved parking spaces
shall include all those spaces located adjacent to the Route 110 side of the
Building with the balance located as shown on the Rental Plan annexed as Exhibit
1. Tenant shall not use nor permit any of its officers, agents or employees to
use any parking spaces in excess of Tenant's allotted number of spaces therein.


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                                    DIRECTORY

            10. Landlord will furnish on the building directory listings
requested by Tenant, not to exceed five (5) listings. The initial listings will
be made at Landlord's expense and any subsequent changes by Tenant shall be made
at Tenant's expense. Landlord's acceptance of any name for listing on the
directory will not be deemed, nor will it substitute for, Landlord's consent, as
required by this lease, to any sublease, assignment or other occupancy of the
Premises.

                             TAXES AND OTHER CHARGES

            11.   (A) As  used in and for the  purposes  of this  Article  11,
the following definitions shall apply:

            (i) "Taxes" shall be the real estate taxes, assessments, special or
otherwise, sewer rents, rates and charges, and any other governmental charges,
general, specific, ordinary or extraordinary, foreseen or unforeseen, levied on
a calendar year or fiscal year basis against the Real Property. If at any time
during the Term the method of taxation prevailing at the date hereof shall be
altered so that there shall be levied, assessed or imposed in lieu of, or as in
addition to, or as a substitute for, the whole or any part of the taxes, levies,
impositions or charges now levied, assessed or imposed on all or any part of the
Real Property (a) a tax, assessment, levy, imposition or charge based upon the
rents received by Landlord, whether or not wholly or partially as a capital levy
or otherwise, or (b) a tax, assessment, levy, imposition or charge measured by
or based in whole or in part upon all or any part of the Real Property and
imposed on Landlord, or (c) a license fee measured by the rent payable by Tenant
to Landlord, or (d) any other tax, levy, imposition, charge or license fee
however described or imposed (excluding income, capital levy, estate,
inheritance and transfer taxes imposed on any corporate owner and any tax on
rental income), then all such taxes, levies, impositions, charges or license
fees or any part thereof, so measured or based, shall be deemed to be Taxes.

            (ii) "Base Year Taxes" shall be the taxes actually due and payable
in the 1995/96 tax year. Notwithstanding the foregoing, Base Year Taxes
applicable to each Offer Space shall be the taxes actually due and payable for
the fiscal tax year in which such Offer Space is added to the Premises.

            (iii) "Escalation Year" shall mean each calendar year which shall
include any part of the Demised Ten.

            (iv) "Real Property" shall be the land upon which the Building
stands and any part or parts thereof utilized for parking, landscaped areas or
otherwise used in connection with the Building, and the Building and other
improvements appurtenant thereto.

            (B) Tenant shall pay Landlord increases in Taxes levied against the
Real Property as follows: If the Taxes actually due and payable with respect to
the Real Property in any Escalation Year shall be increased above the Base Year
Taxes, then Tenant shall pay to Landlord, as additional rent for such Escalation
Year, a sum equal to Tenant's Proportionate Share of said increase ("Tenant's
Tax Payment" or "Tax Payment").


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            (C) Landlord shall render to Tenant, together with the then current
tax bill, a statement containing a computation of Tenant's Tax Payment
("Landlord's Statement"). Within fifteen (15) days after the rendition of the
Landlord's Statement, Tenant shall pay to Landlord the amount of Tenant's Tax
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
in Taxes.

            (D) If during the Term Taxes are required to be paid as a tax escrow
payment to a mortgagee, then, at Landlord's option, the installments of Tenant's
Tax Payment shall be correspondingly accelerated so that Tenant's Tax Payment or
any installment thereof shall be due and payable by Tenant to Landlord at least
thirty (30) days prior to the date such payment is due to such mortgagee.

            (E) Tenant shall not, without Landlord's prior written consent,
institute or maintain any action, proceeding or application in any court or body
or with any governmental authority for the purpose of changing the Taxes.
However, if Landlord fails to commence such a proceeding within thirty (30) days
prior to the final date to file challenges for the tax year in question and
Landlord has not provided a reasonable justification for not doing so by such
thirtieth (30th) day, then Tenant shall be permitted to commence such a
proceeding for the tax year in question at Tenant's sole cost and expense and
upon prior notice to Landlord. In the event Tenant commences such a proceeding
as permitted by this Article, Tenant shall furnish Landlord with copies of all
documents delivered and received by or on behalf of Tenant in connection with
said proceeding. In the event any such action initiated by Landlord or Tenant is
successful, then Landlord and Tenant shall share any tax refund or credit
obtained thereby (after reimbursement to the appropriate party for reasonable
legal fees and other customary out of pocket expenses) on the basis of the Taxes
paid by each such party.

            (F) Landlord's failure to render a Landlord's Statement with respect
to any Escalation Year shall not prejudice Landlord's right to render a
Landlord's Statement with respect to any Escalation Year, unless more than three
(3) years have transpired since the expiration or sooner termination of this
lease. The obligation of Landlord and Tenant under the provisions of this
Article with respect to any additional rent for any Escalation Year shall
survive the expiration or any sooner termination of the Demised Term.

                                TENANT'S REPAIRS

            12. Tenant shall take good care of the Demised Premises and, subject
to the provisions of Article 7 hereof, Landlord, at the expense of Tenant, shall
make as and when needed as a result of misuse or neglect by Tenant or Tenant's
servants, employees, agents or licensees, all repairs in and about the Demised
Premises necessary to preserve them in good order and condition. Except as
specifically provided in this lease, there shall be no allowance to Tenant for a
diminution of rental value and no liability on the part of Landlord by reason of
inconvenience, annoyance or injury to business arising from Landlord, Tenant or
others making any repairs, alterations, additions or


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improvements in or to any portion of the Building or of Demised Premises, or in
or to the fixtures, appurtenances or equipment thereof, and no liability upon
Landlord for failure of Landlord or others to make any repairs, alterations,
additions or improvements in or to any portion of the Building or of the Demised
Premises, or in or to the fixtures, appurtenances or equipment thereof, except
that Landlord shall be subject to a claim for damages to Tenant (without a right
of rent setoff except as specifically provided in this lease) if Landlord shall
be negligent in the performance of any repairs Landlord shall elect or be
required to make to the Building or the Demised Premises or if Landlord shall
unreasonably interfere with the conduct of Tenant's business when performing
such repairs. Any rights which Tenant may have at law to claim constructive
eviction by reason of the foregoing shall be subject to Article 35(C) (i) below.

                            FIXTURES & INSTALLATIONS

            13. All appurtenances, fixtures, improvements, additions and other
property attached to or built into the Demised Premises whether by Landlord or
Tenant or others, and whether at Landlord's expense, or Tenant's expense, or the
joint expense of Landlord and Tenant, shall be and remain the property of
Landlord (except for purposes of sales tax which shall remain Tenant's
obligation), except that any trade fixtures, furniture, furnishings and other
articles of movable personal property belonging to Tenant, and which are
removable without material damage to the Demised Premises or the Building
("Tenant's Property"), may be removed by Tenant on condition that Tenant shall
repair, at its expense, any damage to the Demised Premises or the Building
resulting from such removal. Tenant, before so removing Tenant's Property, shall
establish to Landlord's reasonable satisfaction that no structural damage or
change will result from such removal and that Tenant can and promptly will
repair and restore any damage caused by such removal without cost or charge to
Landlord. Any such repair and removal shall itself be deemed an Alteration (as
defined in Article 14 below) within the purview of this lease. All the outside
walls of the Demised Premises including corridor walls and the outside entrance
doors to the Demised Premises, any balconies, terraces or roofs adjacent to the
Demised Premises, and any space in the Demised Premises used for shafts, stacks,
pipes, conduits, ducts or other building facilities, and the use thereof, as
well as access thereto in and through the Demised Premises for the purpose of
operation, maintenance, decoration and repair, are expressly reserved to
Landlord, and Landlord does not convey any rights to Tenant therein.
Notwithstanding the foregoing, Tenant shall enjoy full right of access to the
Demised Premises through the public entrances, public corridors and public areas
within the Building.

                                   ALTERATIONS

            14. (A) Tenant shall make no alterations, decorations,
installations, additions or improvements (hereinafter collectively referred to
as "Alterations") in or to the Demised Premises without Landlord's prior written
consent, which consent shall not be unreasonably withheld or delayed, and then
only by contractors or mechanics reasonably approved by Landlord and at such
times and in such manner as Landlord may from time to time reasonably designate.
Notwithstanding the foregoing, Tenant shall be permitted to paint and install
wall coverings and floor coverings and make other similar decorative alterations
in the Premises ("Decorative Alterations") without Landlord's prior consent, but
Tenant must notify Landlord prior to performing such Decorative Alterations.


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            (B) All Alterations done by Tenant shall at all times comply with
(i) laws, rules, orders and regulations of governmental authorities having
jurisdiction thereof, and (ii) rules and regulations of the Landlord attached as
Schedule D.

            (C) With respect to all Alterations, except Decorative Alterations,
plans and specifications prepared by and at the expense of Tenant shall be
submitted to Landlord for its prior written approval which shall not be
unreasonably withheld or delayed in accordance with the following requirements:

            (i) With respect to any Alterations to be performed by Tenant
pursuant to this lease, except Decorative Alterations, Tenant shall, at its
expense, furnish Landlord with all drawings, plans, layouts and specifications
for work to be performed by Tenant, including, without limitation,
architectural, plumbing, electrical, mechanical and heating, ventilating and air
conditioning plans (the "Tenant's Plans"). All of the Tenant's Plans shall: (a)
be compatible with the Landlord's building plans, (b) comply with all applicable
laws and the rules, regulations, requirements and orders of any and all
governmental agencies, departments or bureaus having jurisdiction, and (c) be
fully detailed, including locations and complete dimensions;

            (ii)  Tenant's  Plans  shall be subject to  approval  by  Landlord
which shall not be unreasonably withheld or delayed;

            (iii) Tenant shall, at Tenant's expense, (a) cause Tenant's Plans to
be filed with the governmental agencies having jurisdiction thereover, (b)
obtain when necessary all governmental permits, licenses and authorizations
required for the work to be done in connection therewith, and (c) obtain all
necessary certificates of occupancy, both temporary and permanent. Landlord
shall execute such documents as may be reasonably required in connection with
the foregoing and Landlord shall otherwise cooperate with Tenant in connection
with obtaining the foregoing, but without any expense to Landlord. Tenant shall
make no amendments or additions to Tenant's Plans without the prior written
consent of Landlord in each instance;

            (iv) No work shall commence in the Premises until (a) Tenant has
procured all necessary permits therefor and has delivered copies of same to
Landlord, (b) Tenant has procured a paid builder's risk insurance policy naming
Landlord as an additional insured and has delivered to Landlord a certificate of
insurance evidencing such policy, and (c) Tenant or its contractor has procured
a workmen's compensation insurance policy covering the activities of all persons
working at the Premises naming Landlord as an additional insured and has
delivered to Landlord a certificate of insurance evidencing such policy;

            (v) Tenant may use any licensed architect or engineer to prepare its
plans and to file for permits. However, all such plans and permit applications
shall be subject to review, revision and approval by Landlord or its architect
which approval shall not be unreasonably withheld or delayed;

            (vi) Tenant, at its expense, shall perform all work in accordance
with Tenant's Plans (except Decorative Alterations), and all Alterations, unless
Landlord performs same, shall be subject to Landlord's supervisory fee charge of
10% of the cost thereof (excluding the cost of


                                      -10-
<PAGE>

Decorative Alterations). In receiving such fee, Landlord assumes no
responsibility for the quality or manner in which such work has been performed;
and

            (vii) Tenant agrees that it will not, either directly or indirectly,
use any contractors and/or labor and/or materials if the use of such contractors
and/or labor and/or materials would or will create any difficulty with other
contractors and/or labor engaged by Tenant or Landlord or others in the
construction, maintenance or operations of the Building or any part thereof.
Tenant hereby agrees that only "AFL-ClO Building Trades" workers and contractors
shall be used for any work to be performed by or on behalf of Tenant.

            (D) Tenant's right to make Alterations shall be subject to the
following additional conditions: (i) the Alterations will not result in a
violation of, or require a change in, any Certificate of Occupancy applicable to
the Premises or the Building; (ii) the outside appearance, character or use of
the Building shall not be affected; (iii) no part of the Building outside of the
Premises shall be physically affected; (iv) subject to Landlord's consent
provisions set forth in this Article, functioning of any air-conditioning,
elevator, plumbing, electrical, sanitary, mechanical and other service or
utility system of the Building shall not be affected.

            (E) Except if arising out of the Contractor's performance of
Tenant's Initial Construction, Tenant shall defend, indemnify and save harmless
Landlord against any and all mechanics' and other liens filed in connection with
its Alterations, repairs or installations, including the liens of any
conditional sales of, or Chattel mortgages upon, any materials, fixtures or
articles so installed in and constituting part of the Premises and against any
loss, cost, liability, claim, damage and expense, including reasonable counsel
fees, penalties and fines incurred in connection with any such lien, conditional
sale or chattel mortgage or any action or proceeding brought thereon.

            (F) Tenant, at its expense, shall procure the satisfaction or
discharge of all such liens within thirty (30) days of the filing of such lien
against the Premises or the Building. If Tenant shall fail to cause such lien to
be discharged within the aforesaid period, then, in addition to any other right
or remedy, Landlord may, but shall not be obligated to, 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 allowances. Any amount
so paid by Landlord, and all costs and expenses incurred by Landlord in
connection therewith, together with interest thereon at the maximum rate
permitted by law from the respective dates of Landlord's making of the payments
or incurring of the cost and expense, shall constitute additional rent and shall
be paid on demand.

            (G) Nothing in this lease contained shall be construed in any way as
constituting the consent or request of Landlord, expressed or implied, to any
contractor, subcontractor, laborer or materialman for the performance of any
labor or the furnishing of any material for any improvement, alteration or
repair of the Premises, nor as giving any right or authority to contract for the
rendering of any services or the furnishing of any materials that would give
rise to the filing of any mechanics' liens against the Premises.


                                      -11-
<PAGE>

                               REQUIREMENTS OF LAW

            15. (A) Except with respect to violations existing as of the date of
this lease, Tenant, as Tenant's sole cost and expense, shall comply with all
statutes, laws, ordinances, orders, regulations and notices of Federal, State,
County and Municipal authorities, and with all directions, pursuant to law, of
all public officers, which shall impose any duty upon Landlord or Tenant with
respect to the Demised Premises or the use or occupation thereof, if arising out
of Tenant's use or manner of use thereof, except that Tenant shall not be
required to make any structural alterations in order so to comply unless such
alterations shall be necessitated or occasioned, in whole or in part, by the
acts, omissions, or negligence of Tenant or any person claiming through or under
Tenant or any of their servants, employees, contractors, agents, visitors or
licensees, or by the specific use or occupancy or specific manner of use or
occupancy of the Demised Premises by Tenant, or any such person.

            (B) The parties acknowledge that there are certain Federal, State
and local laws, regulations and guidelines now in effect and that additional
laws, regulations and guidelines may hereafter be enacted, relating to or
affecting the Premises, the Building, and the land of which the Premises and the
Building may be a part, concerning the impact on the environment of
construction, land use, the maintenance and operation of structures and the
conduct of business. Tenant will not cause, or permit to be caused, any act or
practice, by negligence, omission, or otherwise, that would adversely affect the
environment or do anything or permit anything to be done that would violate any
of said laws, regulations, or guidelines. Any violation of this covenant shall
be an event of default under this lease.

            (C) Tenant shall keep or cause the Premises to be kept free of
Hazardous Materials (hereinafter defined). Without limiting the foregoing,
Tenant shall not cause or permit the Premises to be used to generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or process Hazardous Materials, except in compliance with all applicable
Federal, State and Local laws or regulations, nor shall Tenant cause or permit,
as a result of any intentional or unintentional act or omission on the part of
Tenant or any person or entity claiming through or under Tenant or any of their
employees, contractors, agents, visitors or licensees (collectively, "Related
Parties"), a release of Hazardous Materials onto the Premises or onto any other
property. Tenant shall comply with and ensure compliance by all Related Parties
with all applicable Federal, State and Local laws, ordinances, rules and
regulations, whenever and by whomever triggered, and shall obtain and comply
with, and ensure that all Related Parties obtain and comply with, any and all
approvals, registrations or permits required thereunder. With respect to
Hazardous Materials for which Tenant is responsible hereunder, Tenant shall (i)
conduct and complete all investigations, studies, samplings, and testing, and
all remedial removal and other actions necessary to clean up and remove such
Hazardous Materials, on, from, or affecting the Premises (a) in accordance with
all applicable Federal, State and Local laws, ordinances, rules, regulations,
policies, orders and directives, and (b) to the reasonable satisfaction of
Landlord, and (ii) defend, indemnify, and hold harmless Landlord, its employees,
agents, officers, and directors, from and against any claims, demands,
penalties, fines, liabilities, settlements, damages, costs, or expenses of
whatever kind or nature, known or unknown, contingent or otherwise, arising out
of, or in any way related to, (a) the presence, disposal, release, or threatened
release of such Hazardous Materials which are on, from, or affecting the soil,
water, vegetation, buildings, personal property, persons, animals, or otherwise;
(b) any


                                      -12-
<PAGE>

personal injury (including wrongful death) or property damage (real or personal)
arising out of or related to such Hazardous Materials; (c) any lawsuit brought
or threatened, settlement reached, or government order relating to such
Hazardous Materials; and/or (d) any violation of laws, orders, regulations,
requirements, or demands of government authorities, or any policies or
requirements of Landlord which are based upon or in any way related to such
Hazardous Materials, including, without limitation, reasonable attorney and
consultant fees, investigation and laboratory fees, court costs, and litigation
expenses. In the event this lease is terminated, or Tenant is dispossessed,
Tenant shall deliver the Premises to Landlord free of any and all Hazardous
Materials so that the conditions of the Premises shall conform with all
applicable Federal, State and Local laws, ordinances, rules or regulations
affecting the Premises. For purposes of this paragraph, "Hazardous Materials"
includes, without limitation, any flammable explosives, radioactive materials,
hazardous materials, hazardous wastes, hazardous or toxic substances, or related
materials defined in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Sections 9601, et seq.), and in the regulations adopted and publications
promulgated pursuant thereto, or any other Federal, State or Local environmental
law, ordinance, rule, or regulation.

            (D) Landlord hereby covenants, warrants and represents as follows:

            (i) to the best of its knowledge, the Demised Premises are currently
in full compliance with all applicable federal, state and local governmental
laws, rules and regulations relating to environmental and occupational hygiene
matters; (ii) Landlord has not received any notice of and has no knowledge of
any claim, suit or other action or investigation with respect to the violation
of any federal, state or local environmental or occupational hygiene laws, rules
or regulations due to the presence of Hazardous Materials in or about the
Demised Premises. In addition, the Landlord shall indemnify and save Tenant
harmless from and against any and all claims, obligations, liabilities,
violations, penalties, fines, suits, governmental orders, causes of actions,
judgments, damages, whether civil or criminal or both, of any and all kind or
nature in connection with any remedial action required of Tenant for the
existence of toxic or Hazardous Materials at the premises which are not covered
by Tenant's Indemnification as provided above, including, without limitation,
claims caused by actions or omissions of persons other than Tenant prior to the
commencement of the Term of this lease or by Landlord or other tenants during
the Term of this lease. This indemnification shall include, but not be limited
to, reasonable legal fees and other charges to which Tenant may be put,
including cleanup costs, in defending against any proceeding in connection with
the foregoing.

            (E) If a written notice or order shall be received by Landlord or
Tenant relating to requirements to conform to the Americans with Disabilities
Act ("A.D.A.") from any governmental body or agency having jurisdiction thereof:
(i) Tenant, at its own expense, shall be obligated to comply and cure any
violation thereof caused or occasioned by work in the Demised Premises completed
by or on behalf of Tenant (with the exception of work completed by Landlord or
the Contractor as part of Tenant's Initial Construction); and (ii) Landlord
shall be obligated to comply and cure any violation within the Demised Premises
caused or occasioned by work in the Demised Premises completed by Landlord or
the Contractor and within portions of the Building beyond the Demised Premises.
In any such instance, the affected party need not


                                      -13-
<PAGE>

commence compliance until a court of final jurisdiction (or a court whose
decision is not appealed) shall determine that such compliance is mandatory;
provided however, that the expense of any such contest shall be borne by the
party to be charged as above provided and further provided that such contest
shall not cause or result in the party not so contesting (or its employees and
agents) being subject to fines or other criminal penalties.

            (F) Tenant will have the right to contest, by appropriate
proceedings diligently conducted in good faith in the name of Tenant or, with
the prior consent of the Landlord (which will not be unreasonably withheld or
delayed), in the name of Landlord, or both, without cost or expense to Landlord,
the validity or application of any law, ordinance, order, rule, regulation or
legal requirement of any nature. If compliance with any law, ordinance, order,
rule, regulation, or requirement may legally be delayed pending the prosecution
of any proceeding without incurring any lien, charge, or liability of any kind
against the Premises, or Tenant's interest in the Premises, and without
subjecting Tenant or Landlord to any liability, civil or criminal, for failure
to comply, Tenant may delay compliance until the final determination of the
proceeding. Landlord will not be required to join any proceedings pursuant to
this Paragraph unless the provision of any applicable law, rule, or regulation
at the time in effect requires that the proceedings be brought by or in the name
of Landlord, or both. In that event, Landlord will join the proceedings or
permit them to be brought in its name if Tenant pays all related expenses,
including, without limitation, Landlord's reasonable attorney's fees.

                                   END OF TERM

            16. (A) Upon the expiration or other termination of the Term of this
lease, Tenant shall, at its own expense, quit and surrender to Landlord the
Demised Premises, broom clean, in good order and condition, ordinary wear, tear
and damage by fire or other insured casualty excepted, and Tenant shall remove
all of its property and shall pay the cost to repair all damage to the Demised
Premises or the Building occasioned by such removal. Any property not removed
from the Premises shall be deemed abandoned by Tenant and may be retained by
Landlord, as its property, or disposed of in any manner deemed appropriate by
the Landlord. Any expense incurred by Landlord in removing or disposing of such
property shall be reimbursed to Landlord by Tenant on demand. Tenant expressly
waives, for itself and for any person claiming through or under Tenant, any
rights which Tenant or any such person may have under the provisions of Section
2201 of the New York Civil Practice Law and Rules and of any successor law of
like import then in force, in connection with any holdover or summary proceeding
which Landlord may institute to enforce the foregoing provisions of this
Article. Tenant's obligation to observe or perform this covenant shall survive
the expiration or other termination of the Term of this lease. If the last day
of the Term of this lease or any renewal hereof falls on Sunday or a legal
holiday, this lease shall expire on the business day immediately preceding.
Tenant's obligations under this Article 16 shall survive the Expiration Date or
sooner termination of this lease.

            (B) In the event of any holding over by Tenant after the expiration
or termination of this Lease without the consent of Landlord, Tenant shall:

            (i) pay as holdover rental for each month of the holdover tenancy an
amount equal to the greater of (a) the fair market rental value of the Premises
for such month (as


                                      -14-
<PAGE>

reasonably determined by Landlord) or (b) one hundred fifty (150%) percent of
the Rent payable by Tenant for the third month prior to the Expiration Date of
the term of this lease for the first three (3) months of said holdover and two
hundred (200%) percent of the Rent payable by Tenant for such third month prior
to the Expiration Date thereafter, and otherwise observe, fulfill and perform
all of its obligations under this lease, including but not limited to, those
pertaining to additional rent, in accordance with its terms; and

            (ii) be liable to Landlord for any payment or rent concession which
Landlord may be required to make to any tenant in order to induce such tenant
not to terminate an executed lease covering all or any portion of the Premises
by reason of the holdover over by Tenant less an amount equal to the holdover
rent paid by Tenant pursuant to Paragraph (B) (i) above minus 100% of the
monthly Rent payable by Tenant for the third month prior to the Expiration Date
of the term of this lease.

            No holding over by Tenant after the Term shall operate to extend the
Term.

            The holdover, with respect to all or any part of the Premises, of a
person deriving an interest in the Premises from or through Tenant, including,
but not limited to, an assignee or subtenant, shall be deemed a holdover by
Tenant.

            Notwithstanding anything in this Article contained to the contrary,
the acceptance of any Rent paid by Tenant pursuant to this Paragraph 16(B),
shall not preclude Landlord from commencing and prosecuting a holdover or
eviction action or proceeding or any action or proceeding in the nature thereof.
The preceding sentence shall be deemed to be an "agreement expressly providing
otherwise" within the meaning of Section 232-c of the Real Property Law of the
State of New York and any successor law of like import.

            (C) If at any time during the last month of the Term Tenant shall
have removed all or substantially all of Tenant's property from the Premises,
Landlord may, and Tenant hereby irrevocably grants to Landlord a license to,
immediately enter and alter, renovate and redecorate the Premises, without
elimination, diminution or abatement of Rent, or incurring liability to Tenant
for any compensation, and such acts shall have no effect upon this lease.

                                 QUIET ENJOYMENT

            17. Landlord covenants and agrees with Tenant that upon Tenant
paying the Rent and additional rent and observing and performing all the terms,
covenants and conditions on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the Demised Premises during the Term of this
lease without hindrance or molestation by anyone claiming by or through
Landlord, subject, nevertheless, to the terms, covenants and conditions of this
lease including, but not limited to, Article 22.

                                      SIGNS

            18. No signs or lettering of any nature may be put on or in any
window or on the exterior of the Building or elsewhere within the Demised
Premises such as will be visible from the street. No sign or lettering in the
public corridors or on the doors is permitted except


                                      -15-
<PAGE>

Landlord's standard name plaque. Notwithstanding the foregoing, to the extent
permitted by applicable laws and regulations, Landlord, at Landlord's sole
expense, shall provide Tenant with two (2) monument signs on the side of the
Building which faces Route 110. Tenant's right to such monument signage shall
not be exclusive. To the extent permitted by applicable laws and regulations,
such monument signs shall each have an area equal to fifty (50%) percent larger
than the Ernst & Young monument sign currently located at 395 North Service
Road, Melville, New York, and shall be located at the north and south entrances
to the Real Property along Route 110. If the number of such monuments signs is
limited by applicable laws and regulations, Tenant shall be entitled to the
first two (2) monument signs excluding any Building monument sign used by
Landlord. In connection with the monument signs to be provided to Tenant, in the
event it becomes necessary to obtain a variance in order to maintain either or
both monument signs outside the Building, Tenant shall be responsible for and
shall pay for such variance application(s) and proceeding(s) but Landlord agrees
to cooperate with Tenant's variance application(s) provided Tenant shall afford
Landlord a reasonable period to review and approve Tenant's variance
application(s) and other submittals relating thereto (which approval shall not
be unreasonably withheld or delayed).

                              RULES AND REGULATIONS

            19. Tenant and Tenant's agents, employees, visitors, and licensees
shall faithfully observe and comply with, and shall not permit violation of, the
Rules and Regulations set forth on Schedule C annexed hereto and made part
hereof, and with such further reasonable Rules and Regulations as Landlord at
any time may make and communicate in writing to Tenant which, in Landlord's
judgment, shall be necessary for the reputation, safety, care and appearance of
the Building and the land allocated to it or the preservation of good order
therein, or the operation or maintenance of the Building, and such land, its
equipment, or the more useful occupancy or the comfort of the tenants or others
in the Building. Landlord shall not be liable to Tenant for the violation of any
of said Rules and Regulations, or the breach of any covenant or condition, in
any lease by any other tenant in the Building. Landlord agrees to apply Rules
and Regulations in a manner which does not discriminate against Tenant.

                            RIGHT TO SUBLET OR ASSIGN

            20. (A) Tenant covenants that it shall not assign this lease nor
sublet the Demised Premises or any part thereof by operation of law or
otherwise, including, without limitation, an assignment or subletting as defined
in (C) below, without the prior written consent of Landlord in each instance
which consent shall not be unreasonably withheld or delayed, except on the
conditions hereinafter stated. Tenant may assign this lease or sublet all or a
portion of the Demised Premises with Landlord's written consent which consent
shall not be unreasonably withheld or delayed, provided:

            (i)   That such  assignment  or  sublease is for a use which is in
compliance  with the then existing  zoning  regulations and the Certificate of
Occupancy;


                                      -16-
<PAGE>

            (ii) That, at the time of such assignment or subletting, there is no
default under the terms of this lease on the Tenant's part beyond any applicable
notice and cure periods provided herein for the cure thereof;

            (iii) That,  in the event of an  assignment,  the  assignee  shall
assume in writing the  performance of all of the terms and  obligations of the
within lease;

            (iv) That a duplicate original of said assignment or sublease shall
be delivered by certified mail to the Landlord at the address herein set forth
within ten (10) days from the said assignment or sublease and within ninety (90)
days of the date that Tenant first advises Landlord of the name and address of
the proposed subtenant or assignee, as required pursuant to subparagraph (B)
hereof;

            (v) Such assignment or subletting shall not, however, release the
within Tenant or any successor tenant or any guarantor from their liability for
the full and faithful performance of all of the terms and conditions of this
lease;

            (vi) If this lease be assigned, or if the Demised Premises or any
part thereof be underlet or occupied by anybody other than Tenant, Landlord may
after default by Tenant collect rent from the assignee, undertenant or occupant,
and apply the net amount collected to the rent herein reserved.

            (B) Notwithstanding anything contained in this Article 20 to the
contrary, no assignment or underletting shall be made by Tenant in any event
until, with respect to an assignment, Tenant has offered to terminate this
entire lease and, with respect to a sublease, Tenant has offered to terminate
this lease with respect to the portion of the Demised Premises which is the
subject of the proposed sublease, as of the last day of any calendar month
during the Term hereof and to vacate and surrender the Demised Premises, or the
portion of the Demised Premises which is the subject of the proposed sublease,
as the case may be, to Landlord on the date fixed in the notice served by Tenant
upon Landlord (which date shall be prior to the date of such proposed assignment
or the commencement date of such proposed lease). Simultaneously with said offer
to terminate this lease in whole or in part, as the case may be, Tenant shall
advise the Landlord, in writing, of the name and address of the proposed
assignee or subtenant, a reasonably detailed statement of the proposed
subtenant/assignee's business, reasonably detailed financial references, and all
the terms, covenants, and conditions of the proposed sublease or assignment.
Within thirty (30) days after Landlord shall have received from Tenant such
offer to terminate and the information on the proposed assignee or subtenant
required in the preceding sentence, Landlord shall advise Tenant of its election
as to whether it shall recapture the applicable space.

            (C) Except as otherwise permitted in Paragraph (D) below, for
purposes of this Article 20, (i) the transfer of a majority of the issued and
outstanding capital stock of any corporate tenant, or of a corporate subtenant,
or the transfer of a majority of the beneficial interest in any noncorporate
tenant or subtenant, however accomplished, whether in a single transaction or in
a series of related or unrelated transactions, shall be deemed an assignment of
this lease, or of such sublease, as the case may be; (ii) any person or legal
representative of Tenant, to whom Tenant's interest under this lease passes by
operation of law or otherwise, shall


                                      -17-
<PAGE>

be bound by the provisions of this Article 20; and (iii) a modification or
amendment of a sublease shall be deemed a sublease. Notwithstanding the
foregoing, the conversion of Tenant from a not-for-profit corporation to a
for-profit corporation, and the issuance of shares in connection therewith to
substantially the same persons that currently hold membership interests in
Tenant, shall not be deemed to be an assignment of this lease which requires
Landlord's consent.

            (D) Tenant may, without the consent of Landlord, assign this lease
to an affiliate (i.e., a corporation or other entity 20% or more of whose
capital stock or beneficial interest is owned by the same stockholders or
beneficial owners owning 20% or more of Tenant's capital stock or beneficial
interest), parent or subsidiary corporation or entity of Tenant or (whether
through a private or public offering) to a corporation or entity to which it
sells or assigns all or substantially all of its assets or stock or beneficial
interest or with which it may be consolidated or merged, provided such
purchasing, consolidated, merged, affiliated or subsidiary corporation or entity
shall have assets and good will having a fair market value of at least
$10,000,000 over such corporation or entity's liabilities and shall, in writing,
assume and agree to perform all of the obligations of Tenant under this lease
and it shall deliver such assumption with a copy of such assignment to Landlord
within ten (10) days thereafter, and provided further than Tenant shall not be
released or discharged from any liability under this lease by reason of such
assignment. The right of recapture set forth in Paragraph B above shall not
apply to any assignments which are permitted under this paragraph to be made
without Landlord's consent.

            (E) Whenever Tenant shall claim under this Article or any other part
of this lease that Landlord has unreasonably withheld or delayed its consent to
some request of Tenant, Tenant shall have no claim for damages by reason of such
alleged withholding or delay, and Tenant's sole remedy thereof shall be a right
to obtain specific performance or injunction but in no event with recovery of
damages.

            (F) Tenant shall not mortgage, hypothecate, pledge, or otherwise
encumber its interest in this lease, without Landlord's prior written consent
which shall not be unreasonably withheld or delayed.

                          LANDLORD'S ACCESS TO PREMISES

            21. (A) Landlord or Landlord's agents shall have the right to enter
and/or pass through the Demised Premises at all reasonable times on reasonable
notice, except in an emergency, to examine the same, and to show them to ground
lessors, prospective purchasers or lessees or mortgagees of the Building, and to
make such repairs, improvements or additions as Landlord may deem necessary or
desirable, and Landlord shall be allowed to take all material into and upon
and/or through said Demised Premises that may be required therefor. When
entering the Demised Premises pursuant to this Article 21, Landlord will use
reasonable efforts to minimize disruption of Tenant's business operations (but
such obligation shall not require Landlord to use overtime or after hour
services unless Tenant shall pay Landlord the additional cost for such
services). During the twelve (12) months prior to the expiration of the Term of
this lease, or any renewal term, Landlord may exhibit the Demised Premises to
prospective tenants or purchasers at all reasonable hours and without
unreasonably interfering with Tenant's business. If Tenant shall not be
personally present to open and permit an entry into said premises at any


                                      -18-
<PAGE>

time after the notice required hereunder, when for any reason an entry therein
shall be necessary or permissible, Landlord or Landlord's agents may enter the
same by a master key, or forcibly in an emergency situation, without rendering
Landlord or such agent liable therefor (if during such entry Landlord or
Landlord's agents shall accord reasonable care to Tenant's property).

            (B) Landlord shall also have the right, at any time, to change the
arrangement and/or location of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building,
provided, however, that Landlord shall make no change in the arrangement and/or
location of entrances or passageways or other public parts of the Building which
will adversely affect in any material manner Tenant's use and enjoyment of the
Demised Premises. Landlord shall also have the right, at any time, to install
signs and/or lettering on any or all entrances to the Building, and to change
the number or designation by which the Building is commonly known.

            (C) Neither this lease nor any use by Tenant shall give Tenant any
right or easement to the use of any door or passage or concourse connecting with
any other building or to any public conveniences, and the use of such doors and
passages and concourse and of such conveniences may be regulated and/or
discontinued at any time and from time to time by Landlord without notice to
Tenant.

            (D) The exercise by Landlord or its agents of any right reserved to
Landlord in this Article shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this lease, or
impose any liability upon Landlord, or its agents, or upon any lessor under any
ground or underlying lease, by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise.

                                  SUBORDINATION

            22. (A) Subject to the provisions of this Section 22 set forth
below, this lease and all rights of Tenant hereunder are, and shall be, subject
and subordinate in all respects to all ground leases and/or underlying leases
and to all mortgages and building loan agreements which may now or hereafter be
placed on or affect such leases and/or the Real Property of which the Demised
Premises form a part, or any part or parts of such Real Property, and/or
Landlord's interest or estate therein, and to each advance made and/or hereafter
to be made under any such mortgages, and to all renewals, modifications,
consolidations, replacements and extensions thereof and all substitutions
therefor. This Section A shall be self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, Tenant
shall execute and deliver promptly any certificate that Landlord and/or any
mortgagee and/or the lessor under any ground or underlying lease and/or their
respective successors in interest may request.

            (B) Without limitation of any of the provisions of this lease, in
the event that any mortgagee or its assigns shall succeed to the interest of
Landlord or of any successor-Landlord and/or shall have become lessee under a
new ground or underlying lease, then, at the option of such mortgagee, this
lease shall nevertheless continue in full force and effect and


                                      -19-
<PAGE>

Tenant shall and does hereby agree to attorn to such mortgagee or its assigns
and to recognize such mortgagee or its respective assigns as its Landlord.

            (C) Either party shall, at any time and from time to time, upon not
less than ten (10) days prior notice by the other party, execute, acknowledge
and deliver to the requesting party a statement in writing certifying that this
lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modification) and the dates to which the Rent, additional rent and other
charges have been paid in advance, if any, and stating whether or not to the
best knowledge of the signer of such certificate, the other party is in default
in performance of any covenant, agreement, term, provision or condition
contained in this lease, and if so, specifying each such default of which the
signer may have knowledge. In the case of any such statement requested of Tenant
by Landlord, Tenant acknowledges that it is intended that any such statement
delivered pursuant hereto may be relied upon by any prospective purchaser or
lessee of the Building or the land on which it is situated or any interest or
estate therein, any mortgagee or prospective mortgagee thereof, or any
prospective assignee of any mortgage thereof. If, in connection with obtaining
financing for the Building and the land allocated to it, a banking, insurance or
other recognized institutional lender shall request reasonable modifications in
this lease as a condition to such financing, Tenant will not unreasonably
withhold, delay or defer its consent thereof, provided that such modifications
do not increase the obligations of Tenant hereunder or materially adversely
affect the leasehold interest hereby created. If, in connection with such
financing, such institutional lender shall reasonably require financial audited
information on the Tenant, Tenant shall promptly comply with such request.

            (D) The Tenant covenants and agrees that if by reason of a default
under any underlying lease (including an underlying lease through which the
Landlord derives its leasehold estate in the premises), such underlying lease
and the leasehold estate of the Landlord in the premises demised hereby is
terminated, providing notice has been given to the Tenant and leasehold
mortgagee, the Tenant will attorn to the then holder of the reversionary
interest in the premises demised by this lease or to anyone who shall succeed to
the interest of the Landlord or to the lessee of a new underlying lease entered
into pursuant to the provisions of such underlying lease, and will recognize
such holder and/or such lessee as the Tenant's landlord of this lease. The
Tenant agrees to execute and deliver, at any time and from time to time, upon
the request of the Landlord or of the lessor under any such underlying lease,
any instrument which may be necessary or appropriate to evidence such
attornment. The Tenant further waives the provision of any statute or rule of
law now or hereafter in effect which may give or purport to give the Tenant any
right of election to terminate this lease or to surrender possession of the
premises hereby in the event any proceeding is brought by the lessor under any
underlying lease to terminate the same, and agrees that unless and until any
such lessor, in connection with any such proceeding, shall elect to terminate
this lease and the rights of the Tenant hereunder, this lease shall not be
affected in any way whatsoever by any such proceeding.

            (E) Landlord represents that there are currently no mortgages or
ground or underlying leases (herein referred to as "ground leases") affecting
the Building or the Real Property appurtenant thereto. With respect to future
mortgages and ground leases, Landlord shall deliver to Tenant a subordination,
attornment and nondisturbance agreement ("Nondisturbance Agreement") from such
future mortgage lender or ground lessor which shall


                                      -20-
<PAGE>

be in recordable form and shall provide, inter alia, that the leasehold estate
granted to Tenant under this lease will not be terminated or disturbed by reason
of the foreclosure of any such mortgage or by reason of the termination of any
such ground lease, so long as Tenant shall not be in default under this lease
beyond any applicable notice or cure period, and shall pay all sums due under
this lease without offsets (unless specifically permitted under this lease) or
defenses thereto, and shall fully perform and comply with all of the terms,
covenants, and conditions of this lease on the part of Tenant to be performed
and/or complied with, and in the event a mortgagee or ground lessor or its
respective successors or assigns shall enter into and lawfully become possessed
of the Premises covered by this lease and shall succeed to the rights of
Landlord hereunder, Tenant will attorn to the successor as its landlord under
this lease and, upon the request of such successor landlord, Tenant will execute
and deliver an attornment agreement in favor of the successor landlord. Such
Nondisturbance Agreement shall also provide that, in the event Tenant shall not
be in default under this lease beyond any applicable notice and cure period,
neither the holder of any such mortgage nor any ground lessor shall name or join
Tenant as a party-defendant or otherwise in any suit, action or proceeding to
enforce such mortgagee's rights under such mortgage or to terminate any such
ground lease, nor will this lease nor the term hereof be terminated (except as
permitted by the provisions of this lease), nor will the rights and obligations
of Tenant under this lease be adversely affected by any enforcement action
against Landlord under such mortgage or ground lease by the holder of any such
mortgage or the lessor under any such ground lease. In addition, the
Nondisturbance Agreement which the holder of any future mortgage or ground
lessor shall deliver to Tenant shall provide that condemnation awards and
insurance proceeds covered by this lease shall be applied in the manner provided
in this lease. Tenant hereby acknowledges that such Nondisturbance Agreements
may contain other reasonable provisions in favor of the lender or ground lessor
or their respective designee including, without limitation, reasonable
limitations on such lender's or ground lessor's or designee's liability after
such party shall become a successor landlord under this lease for the prior acts
or defaults of Landlord under this lease, and reasonable limitations on Tenant's
ability to terminate this lease prior to giving such lender or ground lessor or
designee a reasonable opportunity to cure the default giving rise to such
termination right. In the event such mortgagee or ground lessor shall be
unwilling to enter into a Nondisturbance Agreement substantially in the form
required hereunder, this lease shall remain in full force and effect and the
obligations of Tenant shall not in any manner be affected except that, anything
to the contrary contained in this lease notwithstanding, this lease shall not be
subject and subordinate to such mortgage or ground lease.

                       property loss, damage reimbursement

            23. (A) Landlord or its agents shall not be liable for any damages
to property of Tenant or of others entrusted to employees of the Building, nor
for the loss of or damage to any property of Tenant by theft. Unless due to the
negligence of Landlord, its agents, servants or employees and not covered by
Tenant's insurance, Landlord or its agents shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, electrical disturbance, water, rain or snow or leaks
from any part of the Building or from the pipes, appliances or plumbing works or
from the roof, street or subsurface or from any other place or by dampness or by
any other cause of whatsoever nature; nor shall Landlord or its agents be liable
for any such damage caused by other tenants or persons


                                      -21-
<PAGE>

in the Building or caused by operations in construction of any private, public
or quasi-public work; nor shall Landlord be liable for any latent defect in the
Demised Premises or in the Building. If at any time any windows of the Demised
Premises are temporarily closed or darkened incident to or for the purpose of
repairs, replacements, maintenance and/or cleaning in, on, to or about the
Building or any part or parts thereof, Landlord shall not be liable for any
damage Tenant may sustain thereby and Tenant shall not be entitled to any
compensation therefor nor abatement of rent nor shall the same release Tenant
from its obligations hereunder nor constitute an eviction. Tenant shall
reimburse and compensate Landlord as additional rent for all expenditures
(including, without limitation, reasonable attorneys' fees) made by, or damages
or fines sustained or incurred by, Landlord due to non-performance or
non-compliance with or breach or failure to observe any term, covenant or
condition of this lease upon Tenant's part to be kept, observed, performed or
complied with. Tenant shall give immediate notice to Landlord in case of fire or
accidents in the Demised Premises or in the Building or of defects therein or in
any fixtures or equipment.

                               TENANT'S INDEMNITY

            (B) To the extent Landlord is not reimbursed for same by insurance,
Tenant shall indemnify and save harmless Landlord against and from any and all
claims by or on behalf of any person or persons, firm or firms, corporation or
corporations arising from the conduct or management of or from any work or
breach of lease, negligence or willful misconduct (other than by Landlord or its
contractors or the agents or employees of either) in and on the Demised Premises
during any other period of occupancy by Tenant including the Term of this lease
and during the period of time, if any, prior to the specified commencement date
that Tenant may have been given access to the Demised Premises for the purpose
of making installations, and will further indemnify and save harmless Landlord
against and from any and all claims arising from any condition of the Demised
Premises or Tenant's occupancy thereof due to or arising from any act or
omissions or negligence of Tenant or any of its agents, contractors, servants,
employees, licensees or invitees and against and from all costs, expenses, and
liabilities incurred in connection with any such claim or claims or action or
proceeding brought thereon; and in case any action or proceeding be brought
against Landlord by reason of any such claim, Tenant, upon notice from Landlord,
agrees that Tenant, at Tenant's expense, will resist or defend such action or
proceeding and will employ counsel therefor reasonably satisfactory to Landlord.

                      DESTRUCTION - FIRE OR OTHER CASUALTY

            24. (A) If the Premises or any part thereof shall be damaged by fire
or other casualty Tenant shall give notice thereof to Landlord, Landlord shall
proceed with reasonable diligence to repair or cause to be repaired such damage.
The Rent shall be abated to the extent that the Premises shall have been
rendered untenantable, such abatement to be from the date of such damage or
destruction to the date the Premises shall be substantially repaired or rebuilt,
in proportion which the area of the part of the Premises so rendered
untenantable bears to the total area of the Premises.

            (B) If a fire or other casualty shall render at least twenty (20%)
percent of the Premises totally damaged or wholly untenantable and such damage
shall substantially interfere


                                      -22-
<PAGE>

with the conduct of Tenant's business in the Premises, or if such fire or
casualty damage shall render the Premises materially inaccessible, and Landlord
has not terminated this lease pursuant to Subsection (C) and Landlord has not
completed the making of the required repairs and restored and rebuilt the
Premises and/or access thereto within six (6) months from the date of such
damage or destruction, and such additional time after such date (but in no event
to exceed three (3) months) as shall equal the aggregate period Landlord may
have been delayed in doing so by unavoidable delays, Tenant may serve notice on
Landlord of its intention to terminate this lease, and, if within thirty (30)
days thereafter Landlord shall not have completed the making of the required
repairs and restored and rebuilt the Premises, this lease shall terminate on the
expiration of such thirty (30) day period as if such termination date were the
Expiration Date, and the Rent and additional rent shall be apportioned as of
such date and any prepaid portion of Rent and additional rent for any period
after such date shall be refunded by Landlord to Tenant. Notwithstanding the
foregoing, in the event Landlord shall provide Tenant with reasonably suitable
substitute space, within a seven (7) mile radius of the Building, at a rental
rate and additional rent rate not higher than that payable by Tenant prior to
the fire or other casualty, then the six (6) month and three (3) month periods
set forth in this Paragraph (B) above shall be extended to nine (9) months and
six (6) months, respectively.

            (C) If a fire or other casualty shall so damage the Building that
substantial alteration or reconstruction of the Building shall, in Landlord's
opinion, be required (whether or not the Premises shall have been damaged by
such fire or other casualty), then in any of such events Landlord may, at its
option, terminate this lease and the Term and estate hereby granted, by giving
Tenant thirty (30) days notice of such termination within ninety (90) days after
the date of such damage provided Landlord also terminates leases covering at
least ninety (90%) percent of the usable area of the Building other than the
Premises and such other leases being terminated by Landlord cover at least forty
(40%) percent of the usable area of the entire Building. In the event that such
notice of termination shall be given, this lease and the Term and estate hereby
granted, shall terminate as of the date provided in such notice of termination
(whether or not the Term shall have commenced) with the same effect as if that
were the Expiration Date, and the Rent and additional rent shall be apportioned
as of such date or sooner termination and any prepaid portion of Rent and
additional rent for any period after such date shall be refunded by Landlord to
Tenant.

            (D) Landlord shall not be liable for any inconvenience or annoyance
to Tenant or injury to the business of Tenant resulting in any way from such
damage by fire or other casualty or the repair thereof. Landlord will not carry
insurance of any kind on Tenant's property, and Landlord shall not be obligated
to repair any damage thereto or replace the same.

            (E) This lease shall be considered an express agreement governing
any case of damage to or destruction of the Building or any part thereof by fire
or other casualty, and Section 227 of the Real Property Law of the State of New
York providing for such a contingency in the absence of such express agreement,
and any other law of like import now or hereafter enacted, shall have no
application in such case.


                                      -23-
<PAGE>

                                    INSURANCE

            25. (A) Tenant shall not do anything, or suffer or permit anything
to be done, in or about the Premises which shall (i) invalidate or be in
conflict with the provisions of any fire or other insurance policies covering
the Building or any property located therein, or (ii) result in a refusal by
fire insurance companies of good standing to insure the Building or any such
property in amounts reasonably satisfactory to Landlord, or (iii) subject
Landlord to any liability or responsibility for injury to any person or property
by reason of any activity being conducted in the Premises or (iv) cause any
increase in the fire insurance rates applicable to the Building or equipment or
other property located therein at the beginning of the Term or at any time
thereafter. Tenant, at Tenant's expense, shall comply with all rules, orders,
regulations or requirements of the New York Board of Fire Underwriters and the
New York Fire Insurance Rating organization or any similar body except to the
extent such compliance results from a condition which existed on the day
preceding the Term Commencement Date and which was not created or caused by
Tenant. Landlord shall obtain and maintain throughout the Term of this lease
fire and casualty insurance covering the Building for at least eighty (80%)
percent of the insurable value of the Building.

            (B) If, by reason of any act or omission on the part of Tenant, the
rate of fire insurance with extended coverage on the Building or equipment or
other property of Landlord or any other tenant or occupant of the Building shall
be higher than it otherwise would be, Tenant shall reimburse Landlord and all
such other tenants or occupants, on demand, for the part of the premiums for
fire insurance and extended coverage paid by Landlord and such other tenants or
occupants because of such act or omission on the part of Tenant.

            (C) In the event that any dispute should arise between Landlord and
Tenant concerning insurance rates, a schedule or make up of insurance rates for
the Building or the Premises, as the case may be, issued by the New York Fire
Insurance Rating Organization or other similar body making rates for fire
insurance and extended coverage for the Premises concerned, shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rates with extended coverage then applicable to such Premises.

            (D) Tenant shall obtain and keep in full force and effect during the
Term, at its own cost and expense, (i) Public Liability Insurance, such
insurance to afford protection in an amount of not less than Three Million
($3,000,000) Dollars for injury or death arising out of any one occurrence, and
Five Hundred Thousand ($500,000) Dollars for damage to property, protecting
Landlord and Tenant as insureds against any and all claims for personal injury,
death or property damage and (ii) 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, to Tenant's property for the full
insurable value thereof, protecting Landlord and Tenant as insureds.

            (E) Said insurance is to be written in form and substance reasonably
satisfactory to Landlord by a good and solvent insurance company of recognized
standing, admitted to do business in the State of New York, which shall be
reasonably satisfactory to Landlord. Tenant shall procure, maintain and place
such insurance and pay all premiums and charges therefor and upon failure to do
so Landlord may, but shall not be obligated to, procure,


                                      -24-
<PAGE>

maintain and place such insurance or make such payments, and in such event the
Tenant agrees to pay the amount thereof, plus interest at the maximum rate
permitted by law, to Landlord on demand and said sum shall be in each instance
collectible as additional rent on the first day of the month following the date
of payment by Landlord. Tenant shall cause to be included in all such insurance
policies a provision to the effect that the same will be non-cancelable except
upon twenty (20) days written notice to Landlord. On the Term Commencement Date
the original insurance policies or appropriate certificates shall be deposited
with Landlord. Any renewals, replacements or endorsements thereto shall also be
deposited with Landlord to the end that said insurance shall be in full force
and effect during the Term.

            (F) Each party agrees to use its best efforts to include in each of
its insurance policies (insuring the Building and Landlord's property therein,
in the case of Landlord, and insuring Tenant's property, in the case of Tenant,
against loss, damage or destruction by fire or other casualty) a waiver of the
insurer's right of subrogation against the other party, or if such waiver should
be unobtainable or unenforceable (i) an express agreement that such policy shall
not be invalidated if the insured waives or has waived before the casualty, the
right of recovery against any party responsible for a casualty covered by the
policy, or (ii) any other form of permission for the release of the other party,
or (iii) the inclusion of the other party as an additional insured, but not a
party to whom any loss shall be payable. If such waiver, agreement or permission
shall not be, or shall cease to be, obtainable without additional charge or at
all, the insured party shall so notify the other party promptly after learning
thereof. In such case, if the other party shall agree in writing to pay the
insurer's additional charge therefor, such waiver, agreement or permission shall
be included in the policy, or the other party shall be named as an additional
insured in the policy, but not a party to whom any loss shall be payable. Each
such policy which shall so name a party hereto as an additional insured shall
contain, if obtainable, agreements by the insurer that the policy will not be
cancelled without at least twenty (20) days prior notice to both insureds and
that the act or omission of one insured will not invalidate the policy as to the
other insured.

            (G) As long as Landlord's fire insurance policies then in force
include the waiver of subrogation or agreement or permission to release
liability referred to in Subsection (F) or name the Tenant as an additional
insured, Landlord hereby waives (i) any obligation on the part of Tenant to make
repairs to the Premises necessitated or occasioned by fire or other casualty
that is an insured risk under such policies, and (ii) any right of recovery
against Tenant, any other permitted occupant of the Premises, and any of their
servants, employees, agents or contractors, for any loss occasioned by fire or
other casualty that is an insured risk under such policies. In the event that at
any time Landlord's fire insurance carriers shall not include such or similar
provisions in Landlord's fire insurance policies, the waivers set forth in the
foregoing sentence shall be deemed of no further force or effect.

            (H) As long as Tenant's fire insurance policies then in force
include the waiver of subrogation or agreement or permission to release
liability referred to in Subsection (F), or name the Landlord as an additional
insured, Tenant hereby waives (and agrees to cause any other permitted occupants
of the Premises to execute and deliver to Landlord written instruments waiving)
any right of recovery against Landlord, any other tenants or occupants of the
Building, and any servants, employees, agents or contractors of Landlord or of
any such other tenants or occupants, for any loss occasioned by fire or other
casualty which is an insured risk under such


                                      -25-
<PAGE>

policies. In the event that at any time Tenant's fire insurance carriers shall
not include such or similar provisions in Tenant's fire insurance policies, the
waiver set forth in the foregoing sentence shall, upon notice given by Tenant to
Landlord, be deemed of no further force or effect with respect to any insured
risks under such policy from and after the giving of such notice. During any
period while the foregoing waiver of right of recovery is in effect, Tenant, or
any other permitted occupant of the Premises, as the case may be, shall look
solely to the proceeds of such policies to compensate Tenant or such other
permitted occupant for any loss occasioned by fire or other casualty which is an
insured risk under such policies.

                                 EMINENT DOMAIN

            26. (A) In the event that the whole of the Demised Premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use,
this lease and the Term and estate hereby granted shall forthwith cease and
terminate as of the date of vesting of title. In the event that only a part of
the Demised Premises shall be so condemned or taken, then effective as of the
date of vesting of title, the Rent hereunder shall be abated in an amount
thereof apportioned according to the area of the Demised Premises so condemned
or taken. In the event that a substantial part of the Building or the parking
servicing same shall be so condemned or taken, then (i) Landlord (whether or not
the Demised Premises be affected) may, at its option, terminate this lease and
the Term and estate hereby granted as of the date of such vesting of title by
notifying Tenant in writing of such termination within sixty (60) days following
the date on which Landlord shall have received notice of vesting of title, and
(ii) if such condemnation or taking shall be of a substantial part of the
Demised Premises or a substantial part of the means of access thereto or a
substantial part of the parking area servicing the Demised Premises, Tenant
shall have the right, by delivery of notice in writing to Landlord within sixty
(60) days following the date on which Tenant shall have received notice of
vesting of title, to terminate this lease and the Term and estate hereby granted
as of the date of vesting of title, except that Landlord shall have the right to
render such termination notice null and void if, within sixty (60) days after
Landlord's receipt of such notice, Landlord shall advise Tenant of its intention
to provide Tenant with substitute access or parking, as the case may be, of
substantially the same convenience as the access or parking being taken and
Landlord shall, prior to the vesting of such taking, provide Tenant with such
substitute access or parking; or (iii) if neither Landlord nor Tenant elects to
terminate this lease, as aforesaid, this lease shall be and remain unaffected by
such condemnation or taking, except that the Rent shall be abated to the extent,
if any, hereinabove provided in this Article 26. In the event that only a part
of the Demised Premises shall be so condemned or taken and this lease and the
Term and estate hereby granted are not terminated as hereinbefore provided,
Landlord will, at its expense, restore the remaining portion of the Demised
Premises as nearly as practicable to the same condition as it was in prior to
such condemnation or taking.

            (B) In the event of a termination in any of the cases hereinabove
provided, this lease and the Term and estate granted shall expire as of the date
of such termination with the same effect as if that were the date hereinbefore
set for the expiration of the Term of this lease, and the Rent hereunder shall
be apportioned as of such date.

            (C) In the event of any condemnation or taking hereinabove mentioned
of all or part of the Building, Landlord shall be entitled to receive the entire
award in the condemnation


                                      -26-
<PAGE>

proceeding, including any award made for the value of the estate vested by this
lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all
right, title and interest of Tenant now or hereafter arising in or to any such
award or any part thereof, and Tenant shall be entitled to receive no part of
such award, except that the Tenant may file a separate claim in a separate
proceeding for any taking of nonmovable fixtures owned by Tenant and for moving
expenses incurred by Tenant and leasehold improvements paid for by Tenant. It is
expressly understood and agreed that the provisions of this Article 26 shall not
be applicable to any condemnation or taking for governmental occupancy for a
limited period.

                            nonliability of landlord

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

            (B) The word "Landlord" as used herein means only the owner of the
landlord's interest for the time being in the land and Building (or the owners
of a lease of the Building or of the land and Building) of which the Premises
form a part, and in the event of any sale of the Building and land of which the
Demised Premises form a part, Landlord shall be and hereby is entirely freed and
relieved of all covenants and obligations of Landlord hereunder arising after
the date of such sale and, it shall be deemed and construed without further
agreement between the parties or between the parties and the purchaser of the
Premises, that such purchaser has assumed and agreed to carry out any and all
covenants and obligations of Landlord hereunder.

                                     DEFAULT

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

            (i) If Tenant shall default in the payment when due of any
installment of Rent or in the payment when due of any additional rent, and such
default shall continue for a period of ten (10) days after notice by Landlord to
Tenant of such default; or

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




                                      -27-
<PAGE>

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

            (iv) If, within sixty (60) days after the commencement of any
proceeding against Tenant, whether by the filing of a petition or otherwise,
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
code or any other present or future applicable federal, state or other statute
or law, such proceedings shall not have been dismissed, or if, within sixty (60)
days after the appointment or any trustee, receiver or liquidator of Tenant, or
of all or any part of Tenant's property, such appointment shall not have been
vacated or otherwise discharged, or if any execution or attachment shall be
issued against Tenant or any of Tenant's property pursuant to which the Demised
Premises shall be taken or occupied or attempted to be taken or occupied; or

            (v) If Tenant shall default in the observance or performance of any
term, covenant or condition on Tenant's part to be observed or performed under
any other lease with Landlord in the Building and such default shall continue
beyond any grace period set forth in such other lease for the remedying of such
default; or

            (vi) If seventy (70%) percent or more of the Demised Premises shall
become deserted or abandoned for a period of thirty (30) consecutive days; or

            (vii) If Tenant's interest in this lease shall devolve upon or pass
to any person, whether by operation of law or otherwise, except as expressly
permitted under Article 20;

            Then, upon the occurrence, at anytime prior to or during the Demised
Term, of any one or more of such Events of Default, Landlord, at any time
thereafter, at Landlord's option, may give to Tenant a five (5) days' notice of
termination of this lease and, in the event such notice is given, this lease and
the Term shall come to an end and expire (whether or not said term shall have
commenced) upon the expiration of said five (5) days with the same effect as if
the date of expiration of said five (5) days were the Expiration Date, but
Tenant shall remain liable for damages as provided in Article 30.

            (B) If, at any time (i) Tenant shall be comprised of two (2) or more
persons, or (ii) Tenant's obligations under this lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
lease shall have been assigned, the word "Tenant", as used in subsection (iii)
and (iv) of Section 28(A), shall be deemed to mean any one or more of the
persons primarily or secondarily liable for Tenant's obligations under this
lease. Any monies received by Landlord from or on behalf of Tenant during the
pendency of any proceeding of the types referred to in said subsections (iii)
and (iv) shall be deemed paid as compensation for the use and occupation of the
Demised Premises and the acceptance of such compensation by


                                      -28-
<PAGE>

Landlord shall not be deemed an acceptance of Rent or a waiver on the part of
Landlord of any rights under Section 28(A).

                             TERMINATION ON DEFAULT

            29. (A) If Tenant shall default in the payment when due of any
installment of rent or in the payment when due of any additional rent and such
default shall continue for a period of ten (10) days after notice by Landlord to
Tenant of such default, or if this lease and the Demised Term shall expire and
come to an end as provided in Article 28:

            (i) Landlord and its agents and servants may immediately, or at any
time after such default or after the date upon which this lease and the Demised
Term shall expire and come to an end, re-enter the Demised Premises or any part
thereof, without notice, either by summary proceedings or by any other
applicable action or proceeding, or by force or other means provided such force
or other means are lawful (without being liable to indictment, prosecution or
damages therefor), and may repossess the Demised Premises and dispossess Tenant
and any other persons from the Demised Premises and remove any and all of their
property and effects from the Demised Premises; and

            (ii) Landlord, at Landlord's option, may relet the whole or any part
or parts of the Demised Premises from time to time, either in the name of
Landlord or otherwise, to such tenant or tenants, for such term or terms ending
before, on or after the Expiration Date, at such rental or rentals and upon such
other conditions, which may include concessions and free rent periods, as
Landlord, in its sole discretion, may determine. Landlord will make reasonable
efforts to relet the Demised Premises or any part thereof and shall in no event
be liable for failure to relet the Demised Premises or any part thereof, or, in
the event of any such reletting, for failure to collect any rent due upon any
such reletting, and no such failure shall operate to relieve Tenant of any
liability under this lease or otherwise to affect any such liability; Landlord,
at Landlord's option, may make such repairs, replacements, alterations,
additions, improvements, decorations and other physical changes in and to the
Demised Premises as Landlord, in its sole discretion, considers advisable or
necessary in connection with any such reletting or proposed reletting, without
relieving Tenant of any liability under this lease or otherwise affecting any
such liability.

            (B) Tenant, on its own behalf and on behalf of all persons claiming
through or under Tenant, including all creditors, does hereby waive any and all
rights which Tenant and all such persons might otherwise have under any present
or future law to redeem the Demised Premises, or to re-enter or repossess the
Demised Premises, or to restore the operation of this lease, after (i) Tenant
shall have been dispossessed by a judgment or by warrant of any court or judge,
or (ii) any re-entry by Landlord permitted by law, or (iii) any expiration or
termination of this lease and the Demised Term, whether such dispossess,
re-entry, expiration or termination shall be by operation of law or pursuant to
the provisions of this lease provided it's permitted by law. In the event of a
breach or threatened breach by Tenant or any persons claiming through or under
Tenant, of any term, covenant or condition of this lease on Tenant's part to be
observed or performed, Landlord shall have the right to enjoin such breach and
the right to invoke any other remedy allowed by law or in equity as if re-entry,
summary proceeding and other special remedies were not provided in this lease
for such breach. The rights to invoke the remedies


                                      -29-
<PAGE>

hereinbefore set forth are cumulative and shall not preclude Landlord from
invoking any other remedy allowed at law or in equity.

                                     DAMAGES

            30. (A) If this lease and the Demised Term shall expire and come to
an end as provided in Article 28 or by or under any summary proceeding or any
other action or proceeding, or if Landlord shall re-enter the Demised Premises
as provided in Article 29 or by or under any summary proceedings or any other
action or proceeding, then, in any of said events:

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

            (ii) Tenant shall also be liable for and shall pay to Landlord, as
damages, any deficiency (referred to as "Deficiency") between the Rent and
additional rent reserved in this lease for the period which otherwise would have
constituted the unexpired portion of the Demised Term and the net amount, if
any, of rents collected under any reletting effected pursuant to the provisions
of Section 29(A) for any part of such period (first deducting from the rents
collected under any such reletting all of Landlord's expenses in connection with
the termination of this lease or Landlord's re-entry upon the Demised Premises
and with such reletting including, but not limited to, all repossession costs,
customary and usual brokerage commissions, legal expenses, reasonable attorneys'
fees, alteration costs and other expenses of preparing the Demised Premises for
such reletting). Any such Deficiency shall be paid in monthly installments by
Tenant on the days specified in this lease for payment of installments of Rent.
Landlord shall be entitled to recover from Tenant each monthly Deficiency as the
same shall arise, and no suit to collect the amount of the Deficiency for any
month shall prejudice Landlord's rights to collect the Deficiency for any
subsequent month by a similar proceeding; and

            (B) If the Demised Premises, or any part thereof, shall be relet
together with other space in the Building, the rents collected or reserved under
any such reletting and the expenses of any such reletting shall be equitably
apportioned for the purposes of this Article 30. Tenant shall in no event be
entitled to any rents collected or payable under any reletting, whether or not
such rents shall exceed the rent reserved in this lease. Solely for the purposes
of this Article, the term "Rent" as used in Section 30(A) shall mean the rent in
effect immediately prior to the date upon which this lease and the Demised Term
shall have expired and come to an end, or the date of re-entry upon the Demised
Premises by Landlord, as the case may be, plus any additional rent payable
pursuant to the provisions of Article 11 for the Escalation Year (as defined in
Article 11) immediately preceding such event. Nothing contained in Articles 28
and 29 of this lease shall be deemed to limit or preclude the recovery by
Landlord from Tenant of the maximum amount allowed to be obtained as damages by
any statute or rule of law, or of any sums or damages to which Landlord may be
entitled in addition to the damages set forth in Section 30(A).


                                      -30-
<PAGE>

                                SUMS DUE LANDLORD

            31. If Tenant shall default in the performance of any covenants on
Tenant's part to be performed under this lease, Landlord may immediately, or at
anytime thereafter, with notice, and without thereby waiving such default,
perform the same for the account of Tenant and at the expense of Tenant. If
Landlord at any time is compelled to pay or elects to pay any sum of money, or
do any act which will require the payment of any sum of money by reason of the
failure of Tenant to comply with any provision hereof, or, if Landlord is
compelled to or elects to incur any expense, including reasonable attorneys'
fees, instituting, prosecuting and/or defending any action or proceeding
instituted by reason of any default of Tenant hereunder, the sum or sums so paid
by Landlord, with all interest, costs and damages, shall be deemed to be
additional rent hereunder and shall be due from Tenant to Landlord on the first
day of the month following the incurring of such respective expenses or, at
Landlord's option, on the first day of any subsequent month. Any sum of money
(other than Rent) accruing from Tenant to Landlord pursuant to any provisions of
this lease, including, but not limited to, the provisions of Schedule C, whether
prior to or after the Term Commencement Date, may, at Landlord's option, be
deemed additional rent, and Landlord shall have the same remedies for Tenant's
failure to pay any item of additional rent when due as for Tenant's failure to
pay any installment of Rent when due. Tenant's obligations under this Article
shall survive the expiration or sooner termination of the Demised Term. In any
case in which the Rent or additional rent is not paid within ten (10) days of
the day when same is due, Tenant shall pay a late charge equal to 8-1/2 cents
for each dollar so due. This late payment charge is intended to compensate
Landlord for its additional administrative costs resulting from Tenant's failure
to pay in a timely manner and has been agreed upon by Landlord and Tenant as a
reasonable estimate of the additional administrative costs that will be incurred
by Landlord as a result of Tenant's failure as the actual cost in each instance
is extremely difficult, if not impossible, to determine. This late payment
charge will constitute liquidated damages and will be paid to Landlord together
with such unpaid amounts. The payment of this late payment charge will not
constitute a waiver by Landlord of any default by Tenant under this lease.

                                    NO WAIVER

            32. No act or thing done by Landlord or Landlord's agents during the
term hereby demised shall be deemed an acceptance of a surrender of said Demised
Premises, and no agreement to accept such surrender shall be valid unless in
writing signed by Landlord. No employee of Landlord or of Landlord's agents
shall have any power to accept the keys of the Demised Premises prior to the
termination of this lease. The delivery of keys to any employee of Landlord or
of Landlord's agents shall not operate as a termination of this lease or a
surrender of the Demised Premises. In the event Tenant shall at any time desire
to have Landlord underlet the Demised Premises for Tenant's account, Landlord or
Landlord's agents are authorized to receive said keys for such purposes without
releasing Tenant from any of the obligations under this lease, and Tenant hereby
relieves Landlord of any liability for loss of or damage to any of Tenant's
effects in connection with such underletting. The failure of Landlord to seek
redress for violation of, or to insist upon the strict performance of, any
covenants or conditions of this lease, or any of the Rules and Regulations
annexed hereto and made a part hereof or hereafter adopted by Landlord, shall
not prevent a subsequent act, which would have originally constituted a

                                      -31-
<PAGE>

violation, from having all the force and effect of an original violation. The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach. The failure of a party to
enforce any of the Rules and Regulations annexed hereto and made a part hereof,
or hereafter adopted, against the other party and/or, in Landlord's case,
against any other tenant in the Building, shall not be deemed a waiver of any
such Rules and Regulations. No provision of this lease shall be deemed to have
been waived by a party, unless such waiver be in writing signed by that party.
No payment by Tenant or receipt by Landlord of a lesser amount then the monthly
Rent herein stipulated shall be deemed to be other than on account of the
earliest stipulated Rent nor shall any endorsement or statement on any check or
any letter accompanying any check or payment of Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any other remedy
in this lease provided.

                             WAIVER OF TRIAL BY JURY

            33. To the extent such waiver is permitted by law, Landlord and
Tenant hereby waive trial by jury in any action, proceeding or counterclaim
brought by Landlord or Tenant against the other on any matter whatsoever arising
out of or in any way connected with this lease, the relationship of landlord and
tenant, the use or occupancy of the Demised Premises by Tenant or any person
claiming through or under Tenant, any claim of injury or damage, and any
emergency or other statutory remedy. The provisions of the foregoing sentence
shall survive the expiration or any sooner termination of the Demised Term. If
Landlord commences any summary proceeding for nonpayment, Tenant agrees not to
interpose any counterclaim of whatever nature or description in any such
proceeding or to consolidate such proceeding with any other proceeding.

            Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant being
evicted or dispossessed for any cause, or in the event of Landlord's obtaining
possession of the Demised Premises, by reason of the violation by Tenant of any
of the covenants and conditions of this lease or otherwise.

                                     notices

            34. Except as otherwise expressly provided in this lease, any bills,
statements, notices, demands, requests or other communications (other than
bills, statements or notices given in the regular course of business) given or
required to be given under this lease shall be effective only if rendered or
given in writing, sent by regular, registered or certified mail (return receipt
requested) , addressed (A) to Tenant (to the attention of Tenant's Chief
Financial Officer) (i) at Tenant's address set forth in this lease if mailed
prior to Tenant's taking possession of the Demised Premises, or (ii) at the
Building if mailed subsequent to Tenant's taking possession of the Demised
Premises, or (iii) at any place where Tenant or any agent or employee of Tenant
may be found if mailed subsequent to Tenant's vacating, deserting, abandoning or
surrendering the Demised Premises, or (B) to Landlord (to the attention of
Landlord's Chief Financial Officer) at Landlord's address set forth in this
lease, or (C) addressed to such other address as either Landlord or Tenant may
designate as its new address for such purpose by notice given to the other in
accordance with the provisions of this Article. Any such bills, statements,
notices,


                                      -32-
<PAGE>

demands, requests or other communications shall be deemed to have been rendered
or given on the third day after it is mailed as provided in this Article.

                              INABILITY TO PERFORM

            35. (A) (i) Except as otherwise provided in this lease, if, by
reason of strikes or other labor disputes, fire or other casualty, accidents,
orders or regulations of any Federal, State, County or Municipal authority, or
any other cause beyond Landlord's reasonable control, whether or not such other
cause shall be similar in nature to those hereinbefore enumerated, Landlord is
unable to furnish or is delayed in furnishing any utility or service required to
be furnished by Landlord under the provisions of this lease or any collateral
instrument or is unable to perform or make or is delayed in performing or making
any installations, decorations, repairs, alterations, additions or improvements,
whether or not required to be performed or made under this lease, or under any
collateral instrument, or is unable to fulfill or is delayed in fulfilling any
of Landlord's other obligations under this lease, or any collateral instrument,
no such inability or delay shall entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this lease, or
impose any liability upon Landlord or its agents, by reason of inconvenience or
annoyance to Tenant, or injury to or interruption of Tenant's business, or
otherwise except that Landlord shall be subject to a claim for damages to Tenant
(without a right of setoff against Rent or additional rent) if such
inconvenience, injury or interruption is caused by Landlord's negligence.

            (ii) If, by reason of strikes or other labor disputes, fire or other
casualty, accidents, orders or regulations of any Federal, State, County or
Municipal authority, or any other cause beyond Tenant's reasonable control,
Tenant is unable to perform or is delayed in performance of its obligations
under this lease, except obligations which may be met by the payment of a sum of
money, no such inability or delay on the part of Tenant shall impose any
liability upon Tenant.

            (iii) Notwithstanding the foregoing, if delays in performance
permitted above by either party shall exceed ninety (90) days, each party
hereunder shall have the remedies against the other party for such default
otherwise permitted under this lease or otherwise permitted at law or equity to
the extent not limited by this lease.

                             INTERRUPTION OF SERVICE

            (B) Landlord reserves the right to stop the services of the air
conditioning, elevator, escalator, plumbing, electrical or other mechanical
systems or facilities in the Building when necessary by reason of accident or
emergency, or for repairs, alterations or replacements, which, in the reasonable
judgment of Landlord are necessary, until such repairs, alterations or
replacements shall have been completed. The exercise of such rights by Landlord
shall not entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this lease, or impose any liability
upon Landlord or its agents by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business or otherwise except that
Landlord shall be subject to a claim for damages to Tenant (without a right of
rent setoff) if such injury to or interruption of Tenant's business is caused by
Landlord's


                                      -33-
<PAGE>

negligence. Landlord shall use reasonable efforts to diligently and promptly
complete repairs, alterations and replacements made pursuant to this Paragraph
(B) (but such obligation shall not require Landlord to use overtime or after
hour services unless Tenant shall pay the additional cost for such services).

                       CONDITIONS OF LANDLORD'S LIABILITY

            (C) (i) In addition to the requirements for constructive eviction
imposed by law, Tenant shall not be entitled to claim a constructive eviction
from the Demised Premises unless Tenant shall have first notified Landlord of
the condition or conditions giving rise thereto, and if the complaints be
justified, unless Landlord shall have failed to remedy such conditions within a
reasonable time after receipt of such notice.

            (ii) If Landlord shall be unable to give possession of the Demised
Premises on any date specified for the commencement of the term by reason of the
fact that the Premises have not been sufficiently completed to make the Premises
ready for occupancy, or for any other reason, Landlord shall not be subject to
any liability for the failure to give possession on said date, nor shall such
failure in any way affect the validity of this lease or the obligations of
Tenant hereunder except that Tenant shall be entitled to the remedies set forth
in Article 5(E) above, and Landlord shall be subject to a claim for damages to
Tenant (without a right of setoff against Rent or additional rent except as
specifically permitted under this lease) if such failure to give possession is
caused by Landlord's negligence.

                           TENANT'S TAKING POSSESSION

            (D) (i) Tenant, by entering into occupancy of the Premises, shall be
conclusively deemed to have agreed that Landlord, up to the time of such
occupancy has performed all of its obligations hereunder and that the Premises
were in satisfactory condition as of the, date of such occupancy, unless, with
respect to those defects of "which it has actual knowledge, Tenant, within sixty
(60) days after such date, shall have given written notice to Landlord
specifying the respects in which the same were not in such condition.

            (ii) Subject to Landlord's prior written consent, if Tenant shall
use or occupy all or any part of the space in the Demised Premises prior to the
Term Commencement Date, such use or occupancy shall be deemed to be under all of
the terms, covenants and conditions of this lease, except that Tenant shall not
be required to pay annual minimum rent during such period. If Tenant shall be
permitted by Landlord to so occupy any portion of the Demised Premises prior to
the Term Commencement Date, Tenant shall not interfere with the performance by
Landlord or the Contractor of Tenant's Initial Construction or other work being
performed by Landlord or the Contractor in the Demised Premises.

                                ENTIRE AGREEMENT

            36. This lease (including the Schedules and Exhibits annexed hereto)
contains the entire agreement between the parties and all prior negotiations and
agreements are merged herein. Tenant hereby acknowledges that neither Landlord
nor Landlord's agent or


                                      -34-
<PAGE>

representative has made any representations or statements, or promises, upon
which Tenant has relied, regarding any matter or thing relating to the Building,
the land allocated to it (including the parking area) or the Demised Premises,
or any other matter whatsoever, except as is expressly set forth in this lease,
including, but without limiting the generality of the foregoing, any statement,
representation or promise as to the fitness of the Demised Premises for any
particular use, the services to be rendered to the Demised Premises, or the
prospective amount of any item of additional rent. No oral or written statement,
representation or promise whatsoever with respect to the foregoing or any other
matter made by Landlord, its agents or any broker, whether contained in an
affidavit, information circular, or otherwise, shall be binding upon the
Landlord unless expressly set forth in this lease. No rights, easements or
licenses are or shall be acquired by Tenant by implication or otherwise unless
expressly set forth in this lease. This lease may not be changed, modified or
discharged, in whole or in part, orally, and no executory agreement shall be
effective to change, modify or discharge, in whole or in part, this lease or any
obligations under this lease, unless such agreement is set forth in a written
instrument executed by the party against whom enforcement of the change,
modification or discharge is sought. All references in this lease to the consent
or approval of Landlord shall be deemed to mean the written consent of Landlord,
or the written approval of Landlord, as the case may be, and no consent or
approval of Landlord shall be effective for any purpose unless such consent or
approval is set forth in a written instrument executed by Landlord.

                                   DEFINITIONS

            37. The words "re-enter", "re-entry", and "re-entered" as used in
this lease are not restricted to their technical legal meanings. The term
"business days" as used in this lease shall exclude Saturdays (except such
portion thereof as is covered by specific hours in Article 6 hereof), Sundays
and all days observed by the State or Federal Government as legal holidays. The
terms "person" and "persons" as used in this lease shall be deemed to include
natural persons, firms, corporations, partnerships, associations and any other
private or public entities, whether any of the foregoing are acting on their
behalf or in a representative capacity. The various terms which are defined in
other Articles of this lease or are defined in Schedules or Exhibits annexed
hereto, shall have the meanings specified in such other Articles, Exhibits and
Schedules for all purposes of this lease and all agreements supplemental
thereto, unless the context clearly indicates the contrary.

                               partnership tenant

            38. If Tenant is a partnership (or is comprised of two (2)or more
persons, individually or as co-partners of a partnership) or if Tenant's
interest in this lease shall be assigned to a partnership (or to two (2) or more
persons, individually or as co-partners of a partnership) pursuant to Article 20
(any such partnership and such persons are referred to in this Section as
"Partnership Tenant"), the following provisions of this Section shall apply to
such Partnership Tenant: (a) the liability of each of the parties comprising
Partnership Tenant shall be joint and several, and (b) each of the parties
comprising Partnership Tenant hereby consents in advance to, and agrees to be
bound by, any modifications of this lease which may hereafter be made, and by
any notices, demands, requests or other communications which may hereafter be
given, by Partnership Tenant or by any of the parties comprising Partnership
Tenant, and (c) any


                                      -35-
<PAGE>

bills, statements, notices, demands, requests and other communications given or
rendered to Partnership Tenant or to any of the parties comprising Partnership
Tenant shall be deemed given or rendered to Partnership Tenant and to all such
parties and shall be binding upon Partnership Tenant and all such parties, and
(d) if Partnership Tenant shall admit new partners, all of such new partners
shall, by their admission to Partnership Tenant, be deemed to have assumed
performance of all of the terms, covenants and conditions of this lease on
Tenant's part to be observed and performed, and (e) Partnership Tenant shall
give prompt notice to Landlord of the admission of any such new partners, and
upon demand of Landlord, shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord, wherein each
such new partner shall assume performance of all of the terms, covenants and
conditions of this lease on Tenant's part to be observed and performed (but
neither Landlord's failure to request any such agreement nor the failure of any
such new partner to execute or deliver any such agreement to Landlord shall
vitiate the provisions of subdivision (d) of this Section).

                          SUCCESSORS, ASSIGNS, ETC.

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

                                     broker

            40. Tenant and Landlord each represent to the other that this lease
was brought about by Real Estate Strategies, Ltd. as broker and all negotiations
with respect to this lease were conducted exclusively with said broker. Each
party agrees that if any claim is made for commissions by any other broker
through or on account of any acts of a party, that party will hold the other
free and harmless from any and all liabilities and expenses in connection
therewith, including reasonable attorney's fees.

                                    CAPTIONS

            41. The captions in this lease are included only as a matter of
convenience and for reference, and in no way define, limit or describe the scope
of this lease nor the intent of any provisions thereof.

                               NOTICE OF ACCIDENTS

            42. Tenant shall give notice to Landlord, promptly after Tenant
learns thereof, of (i) any accident in or about the Premises, (ii) all fires and
other casualties within the Premises, (iii) all damages to or defects in the
Premises, including the fixtures, equipment and appurtenances thereof for the
repair of which Landlord might be responsible, and (iv) all damage to or defects
in any parts or appurtenances of the Building's sanitary, electrical, heating,
ventilating, air-conditioning, elevator and other systems located in or passing
through the Premises or any part thereof.


                                      -36-
<PAGE>

                        TENANT'S AUTHORITY TO ENTER LEASE

            43. In the event that Landlord or Tenant hereunder is a corporation,
Landlord and/or Tenant, as the case may be, represents that the officer or
officers executing this lease have the requisite authority to do so. Tenant
agrees to give Landlord written notice of any change in the ownership of the
majority of the outstanding capital stock of Tenant or any change in the
ownership of the majority of the assets of Tenant as soon as legally permitted
after the occurrence thereof once same is announced to the public.

                                 renewal option

            44. Tenant shall have the right, to be exercised as hereinafter
provided, to extend the term of this lease for three (3) periods of five (5)
years each (hereinafter referred to individually as the "Renewal Term") upon the
following terms and conditions:

            (A) That at the time of the exercise of each such right and at the
commencement of each Renewal Term, Tenant shall not be in default in the
performance of any of the terms, covenants or conditions which Tenant is
required to perform under this lease beyond any applicable notice and cure
period provided herein for the cure hereof.

            (B) That Tenant shall notify Landlord in writing of Tenant's
election to exercise its option with respect to the applicable Renewal Tea at
least one (1) year prior to the expiration of the then current term or Renewal
Tern, as the case may be.

            (C) That each Renewal Term shall be upon the same terms, covenants
and conditions as in this lease provided, except that (a) there shall be no
further option to extend this lease beyond the three (3) Renewal Terms referred
to above; (b) the Premises shall be delivered at the beginning of each Renewal
Term in its then "as is" condition; and (C) the Rent to be paid by Tenant during
each Renewal Term shall be as follows:

            During the first year of each Renewal Term, the Rent shall be ninety
(90%) percent of the then fair market annual minimum rent being received by
Landlord for comparable size space in the Building, but in no event less than
the Rent payable under this lease for the Lease Year immediately preceding the
applicable Renewal Term. In the event a portion of the Demised Premises is in
1660 Walt Whitman Road (by reason of Tenant's taking over Offer Space in such
building pursuant to Article 45 below), the Rent applicable to such space shall
be ninety (90%) percent of the then fair market annual minimum rent being
received by Landlord for comparable size space in that building, but in no event
less than the Rent payable under this lease (or a separate lease covering such
space) for the Lease Year immediately preceding the applicable Renewal Tern. The
Rent applicable to the Renewal Term shall be payable in equal monthly
installments.

            During each of the second through fifth years of each Renewal Ten,
the Rent shall be increased by three (3%) percent per year over the Rent payable
for the prior year. Said sums shall be payable in equal monthly installments.


                                      -37-
<PAGE>

            "Fair market annual minimum rent" shall mean the rate Landlord
generally receives or that is received for comparable space in the Building or
1660 Walt Whitman Road, whichever is applicable. In determining fair market
annual minimum rent, no adjustment shall be made in consideration of and Tenant
shall not be entitled to a credit for Tenant improvements, brokerage
commissions, rent concessions and other concessions which Landlord may from time
to time offer to other tenants. Landlord shall determine the fair market annual
minimum rent on the basis of the foregoing criteria. In the event Tenant
disputes Landlord's determination of fair market annual minimum rent, Tenant, by
written demand, may commence arbitration strictly in accordance with the terms
and conditions of this Subparagraph. The sole issue to be determined by such
arbitration shall be the fair market annual minimum rent to be charged in
accordance with this Subparagraph. Such written demand shall contain the name
and address of the arbitrator appointed by Tenant. Within ten (10) days after
its receipt of the written demand, Landlord will give Tenant written notice of
the name and address of its arbitrator. Within ten (10) days after the date of
the appointment of the second arbitrator, the two (2) arbitrators will meet. If
the two (2) arbitrators are unable to agree on the fair market annual minimum
rent as provided herein within ten (10) days after their first meeting, they
will select a third arbitrator. The third arbitrator will be designated as
chairman and will immediately give Landlord and Tenant written notice of its
appointment. The three (3) arbitrators will meet within ten (10) days after the
appointment of the third arbitrator. If they are unable to agree on the fair
market annual minimum rent within ten (10) days after their first meeting, the
third arbitrator will select a time, date and place for a hearing and will give
Landlord and Tenant thirty (30) days prior written notice of it. The date for
the hearing will not be more than sixty (60) days after the date of appointment
of the third arbitrator. The arbitrators must be licensed real estate appraisers
with at least five (5) years experience in the Nassau/Suffolk real estate
market. No arbitrator may be an active real estate broker. The arbitration will
be governed by the laws of the State of New York and, when not in conflict with
such law, by the general procedures in the commercial arbitration rules of the
American Arbitration Association. The arbitrators will not have the power to add
to, modify, detract from or alter in any way the provisions of this lease or any
amendments or supplements to this lease. The arbitrators will not have any power
to decide or consider anything other than the specific issue of the fair market
annual minimum rent in accordance with the terms of this lease. The written
decision of at least two (2) arbitrators will be conclusive and binding upon
Landlord and Tenant. No arbitrator is authorized to make an award for damages of
any kind, including, without limitation, an award for punitive, exemplary,
consequential or incidental damages. Landlord and Tenant will each pay for the
services of its appointees, attorneys and witnesses plus one-half of the fees of
the third arbitrator and of all other proper costs relating to the arbitration.
The decision of the arbitrators will be final and non-appealable and may be
enforced according to the laws of the State of New York. Notwithstanding
anything to the contrary contained herein, in the event Tenant disputes
Landlord's determination of the fair market annual minimum rent, Tenant shall
nevertheless continue to pay Rent at the same rate then being paid under this
lease. In the event the Rent as determined hereunder is at variance with the
Rent being paid by Tenant, Tenant shall either pay the difference in a lump sum
or receive a credit as the case may be.

            This Renewal Option is personal to Choicecare Long Island, Inc. and
is non-transferable by operation of law or otherwise except to an assignee of
Tenant approved by Landlord pursuant to this lease or other transferee permitted
pursuant to this lease.

                                      -38-
<PAGE>

                              RIGHT OF FIRST OFFER

            45. Whenever space (the "Offer Space") becomes available in the
Building or in 1660 Walt Whitman Road (provided Landlord still owns such
building), and subject to the existing rights of first offer or refusal with
respect to applicable space held by existing tenants of such buildings, Landlord
will notify Tenant of the availability of the Offer Space and the annual minimum
rental rate for same which shall be equal to the minimum annual rental rate (on
a per square basis) then payable by Tenant for the Demised Premises.

            Landlord's notice of the availability of the Offer Space (the "Offer
Notice") shall contain the minimum annual rent which will be required to be paid
for the Offer Space. If, within thirty (30) days after receipt of the Offer
Notice, Tenant shall notify Landlord in writing (the "Acceptance Notice") that
Tenant agrees to lease the Offer Space for a term of not less than five (5)
years with a rental commencing at the minimum annual rental rate stated in the
Offer Notice, Landlord and Tenant will execute a separate lease or lease
modification agreement covering the Offer Space, at Landlord's option (except
that if the Offer Space is located in 1660 Walt Whitman Road, the parties hereto
agree a new lease shall be used), within twenty (20) days thereafter which lease
or lease modification agreement shall be on all of the same terms as this lease
except:

            (A) The term of the lease with respect to the Offer Space shall
commence upon substantial completion of Landlord's Work (hereinafter defined)
pursuant to the following schedule: Tenant shall deliver to Landlord its Program
of Space Requirements for the Offer Space no later than thirty (30) days after
Tenant shall have given Landlord the Acceptance Notice. The term "Program of
Space Requirements" as used in this Article 45 shall include (a) the number,
size and location of rooms required by Tenant, including, without limitation,
offices, conference rooms and file areas; (b) the number, size and location of
work stations Tenant requires in the open bullpen area; and (c) a description of
its power, data and telephone requirements including the number and location of
outlets for such services. Landlord shall prepare preliminary plans on the basis
of Tenant's Program of Space Requirements within fourteen (14) days after Tenant
shall deliver its Program of Space Requirements to Landlord. Tenant shall
comment on Landlord's preliminary plans and approve such plans, subject to such
comments, within seven (7) days after Tenant's receipt of such preliminary plans
from Landlord. Landlord shall prepare working plans on the basis of such
approved preliminary plans within thirty (30) days after Tenant shall have so
approved such preliminary plans and delivered such approval to Landlord. Tenant
shall comment on Landlord's working plans and approve such working plans,
subject to such comments, within (10) days after its receipt of Landlord's
working plans. Landlord shall substantially complete the work described in
Paragraph (E) below in the Offer Space within ninety (90) days after Tenant
shall have so approved Landlord's working plans and delivered such approval to
Landlord.

            (ii) The term of this lease with respect to the Offer Space shall
expire five (5) years after the last day of the month in which such term shall
have commenced pursuant to the foregoing paragraph. In addition, in the event
the term of this lease with respect to the Offer Space extends beyond the
Expiration Date of this lease, then the lease or lease modification agreement
relating to the Offer Space shall extend the term of this lease as to the
balance of the Demised Premises so that it is coterminous with the end of the
term relating to the Offer Space.


                                      -39-
<PAGE>

The Rent payable with respect to the balance of the Demised Premises during such
extension shall be that then applicable to such space plus the three (3%)
percent annual increases that would be applicable thereto if such extension were
part of the then current term of this lease, and the additional rent payable
with respect to the balance of the Demised Premises during such extension shall
be determined as if such extension were part of the then current term of this
lease.

            (B) The annual minimum rental rate for the Offer Space for the first
Lease Year of such term shall be the rental rate stated in the Landlord's Offer
Notice as set forth above and the annual minimum rental rate for each subsequent
Lease Year shall be three (3%) percent more than the annual minimum rental rate
payable for the applicable Offer Space for the preceding Lease Year.

            (C) Tenant's Proportionate Share shall be increased on a building by
building basis so that it equals the ratio which the Demised Premises (inclusive
of the Offer Space) located in the building in question bears to the total area
of the building in question.

            (D) The number of parking spaces and directory listings shall be
increased proportionately, on a building by building basis, to reflect the
addition of the Offer Space.

            (E) Landlord shall perform work in the Offer Space pursuant to the
specifications set forth in Schedule E hereto ("Landlord's Work"). Tenant's
obligation to pay Rent and additional rent with respect to the Offer Space shall
commence upon substantial completion by Landlord of Landlord's Work therein, but
the commencement of such Rent and additional rent obligation shall be
accelerated by any delays in substantial completion caused by Tenant as set
forth in Paragraph (F) below.

            (F) For purposes of this Article 45, the term "substantially
completed" shall mean when the only items to be completed are those which do not
materially interfere with the Tenant's use and occupancy of the Demised Premises
(including, without limitation, minor construction details, mechanical
adjustments and decorations). The commencement of the Term and Tenant's
obligation to pay Rent with respect to the Offer Space shall commence upon
Landlord's substantial completion of Landlord's Work in the Offer Space; but if
Landlord shall be delayed in such "substantial completion" as a result of (i)
Tenant's failure to furnish its Program of Space Requirements or to approve
Landlord's preliminary or working plans within the time schedules set forth
above; (ii) Tenant's request for materials, finishes or installations other than
Landlord's standard; (iii) Tenant's changes in its Program of Space Requirements
or Landlord's preliminary or working plans; or (iv) the performance or
completion of any work, labor or services by a party employed by Tenant; then
the commencement of the Term of this lease and the payment of Rent hereunder
with respect to the space in question shall be accelerated by the number of days
of such delay.

            (G) This Right of First Offer is personal to Choicecare Long Island,
Inc. and is nontransferable by operation of law or otherwise except to an
assignee of Tenant approved by Landlord pursuant to this lease or other
transferee permitted pursuant to this lease.


                                      -40-
<PAGE>

                              BUILDING IMPROVEMENTS

            46. As soon as reasonably possible after execution of this lease,
Landlord will perform, at its expense and as set forth in Schedule "E", the
following work in the Building:

            (A)   Renovate the lobby;

            (B)   Renovate and redecorate the bathrooms; and

            (C) If the Demised Premises are currently serviced by electric
heating units, convert the Demised Premises from electric heat to gas heat.

                               REASONABLE CONSENT

            47. Except as otherwise expressly set forth herein, whenever Tenant
is required to obtain Landlord's consent hereunder, Landlord agrees that said
consent shall not be unreasonably withheld or delayed.

                                 TENANT'S REMEDY

            48. In addition to the other remedies specifically provided in this
lease or at law or equity to the extent not limited by this lease, and subject
to the delays permitted under Article 35(A) above, in the event Landlord shall
fail to perform in a timely manner any obligation of Landlord under this lease
and Landlord shall fail to cure such default within thirty (30) days after
receipt from Tenant of written notice of such default (or, if such default
cannot reasonably be cured within such thirty (30) day period, Landlord shall
have failed to commence the cure of such default within such thirty (30) day
period and thereafter diligently pursued such cure to completion), then Tenant
shall have the right to cure such default and shall have a claim for damages
against Landlord in the amount it shall have reasonably expended in connection
with such cure (without a right of setoff against Rent or additional rent).

                                  ROOF ANTENNA

            49. Provided Tenant shall comply with the requirements of Article 14
above, Tenant shall have the right, at its expense, to install up to two (2)
telecommunications antennas on the roof of the Building which shall in no event
extend higher than ten (10) feet above the level of the Building's roof. In
addition to the other requirements of Article 14, Tenant shall indemnify and
hold Landlord harmless from any claim, damage, liability or expense, including
reasonable attorney fees, caused by Tenant's installation of such antennas,
including, without limitation, any leaks caused thereby. Prior to the expiration
or termination of this lease, Tenant, shall, at Landlord's option, remove such
antennas from the Building and repair in a workmanlike manner any damage caused
to the roof or any other portion of the Building.


                                      -41-
<PAGE>




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

Witness for Landlord:                    RECKSON OPERATING PARTNERSHIP, L.P.

                                         By:  RECKSON ASSOCIATES REALTY CORP.

/s/                                      By: /s/
------------------------------               -----------------------------------

Witness for Tenant:                      CHOICECARE LONG ISLAND, INC.


/s/                                      By: /s/
------------------------------               -----------------------------------



                                      -42-
<PAGE>




STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF               )

     On this             day of            , 1995, before me personally came
           to me known, who being by me duly sworn, did depose and say that he
resides at            , that he is the of ____________________________, the
corporation described in and which executed the foregoing instrument as
"Tenant"; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.



                                         ---------------------------------------
                                                    Notary Public


                                      -43-
<PAGE>





                                  SCHEDULE "A"

            LANDLORD'S CLEANING SERVICES AND MAINTENANCE OF PREMISES

(to be performed on all business days except those which are union holidays for
the employees performing cleaning services and maintenance in the Building and
grounds or those days in which the Building is closed)

I.    CLEANING SERVICES - PUBLIC SPACES:

A.    Floor of entrance  lobby and public  corridors will be vacuumed or swept
and washed nightly and waxed as necessary.

B.    Entranceway glass and metal work will be washed and rubbed down daily.

C.    Wall surfaces will be kept in polished condition.

D.    Lighting fixtures will be cleaned and polished  annually.  Bulbs will be
replaced as needed.

E.    Restrooms  will be washed and  disinfected  once a day.  The floors will
be mopped as many times as required.  All  brightwork and mirrors will be kept
in  polished   condition.   Dispensers  will  be   continuously   checked  and
receptacles continuously emptied.

F.    Exterior  surfaces  and all  windows  of the  building  will be  cleaned
quarterly.

II.   CLEANING SERVICES - TENANT SPACES:

A.    Floors will be swept and spot  cleaned  nightly.  Carpets  will be swept
daily with carpet sweeper and vacuumed weekly.

B.    Office equipment, telephones, etc.  will be dusted nightly.

C.    Normal office waste in receptacles and ashtrays will be emptied nightly.

D.    Interior  surface of windows and sills will be washed and blinds  dusted
quarterly.

E.    There shall be regularly scheduled visits by a qualified exterminator.

III.  EXTERIOR SERVICES:

A.    Parking  fields will be  regularly  swept,  cleared of snow in excess of
two  inches,  and  generally  maintained  so as to be well  drained,  properly
surfaced and striped.

B.    All landscaping,  gardening,  exterior  lighting and irrigation  systems
will have regular care and servicing.

IV.   EQUIPMENT SERVICE:

                                      -44-
<PAGE>


A.    All  air-conditioning  and heating equipment will be regularly  serviced
and maintained.

B.    Plumbing  and  electrical  facilities,  doors,  hinges and locks will be
repaired as necessary.

C.    All appurtenances,  such as rails,  stairs, etc. will be maintained in a
safe condition.

V.    EXTRA CLEANING SERVICES

Tenant shall pay to Landlord, on demand, Landlord's charges for (a) cleaning
work in the Premises required because of (i) misuse or neglect on the part of
Tenant or its employees or visitors, (ii) use of portions of the Premises for
preparation, serving or consumption of food or beverages, or other special
purposes requiring greater or more difficult cleaning work than office areas;
(iii) unusual quantity of interior glass surfaces; (iv) non-building standard
materials or finishes installed by Tenant or at its request; (v) increases in
frequency or scope in any item set forth in Schedule B as shall have been
requested by Tenant; and (b) removal from the Premises and Building of (i) so
much of any refuse and rubbish of Tenant as shall exceed that normally
accumulated in the routine of ordinary business office activity and (ii) all of
the refuse and rubbish of any eating facility requiring special handling (wet
garbage).

VI.  COMPLAINTS AS TO CLEANING SERVICE

Landlord represents that its contract with the cleaning service cleaning the
Building (the "service") is and shall continue to be terminable for cause, which
shall include, without limitation, the failure of the service to properly clean
the common areas and the rental spaces contained in the Building. Landlord
hereby agrees that if Tenant shall have complaints with respect to the quality
of the service's cleaning work and Landlord reasonably agrees that such
complaints are justified, Landlord shall notify the service of such complaints
and, if the service shall fail to cure such complaints within a reasonable
period of time, Landlord shall seek to terminate the service's contract for
cause. Notwithstanding the foregoing, Landlord shall not be required to commence
or defend a legal action against the service and, if the service shall commence
an action against Landlord, Landlord can settle such action on terms which
Landlord deems appropriate. In the event Landlord shall terminate its present
cleaning service contract, Landlord shall consult with Tenant as to a
satisfactory replacement service but Landlord shall have the right to select the
replacement service which Landlord deems appropriate.


                                      -45-
<PAGE>





                                 SCHEDULE "B"

1.    Landlord shall have full and unrestricted access to all air-conditioning
      and heating equipment, and to all other utility installations servicing
      the Building and the Demised Premises. Landlord reserves the right
      temporarily to interrupt, curtail, stop or suspend air-conditioning and
      heating service, and all other utilities, or other services, because of
      Landlord's inability to obtain, or difficulty or delay in obtaining, labor
      or materials necessary therefor, or in order to comply with governmental
      restrictions in connection therewith, or for any other cause beyond
      Landlord's reasonable control. No diminution or abatement of Rent,
      additional rent, or other compensation shall be granted to Tenant, nor
      shall this Lease or any of the obligations of Tenant hereunder be affected
      or reduced by reason of such interruptions, stoppages or curtailments, the
      causes of which are hereinabove enumerated, nor shall the same give rise
      to a claim in Tenant's favor that such failure constitutes actual or
      constructive, total or partial, eviction from the Demised Premises, unless
      such interruptions, stoppages or curtailments have been due to the
      arbitrary, willful or negligent act, or failure to act, of Landlord or its
      agents.

2.    Telephone and service shall be the responsibility of Tenant. Tenant shall
      make all arrangements for telephone service with the company supplying
      said service, including the deposit requirement for the furnishing of
      service. Landlord shall not be responsible for any delays occasioned by
      failure of the telephone company to furnish service.

3.    At Landlord's option, it shall furnish and install all lighting tubes,
      bulbs and ballasts used in the Premises and Tenant shall pay Landlord's
      reasonable charges therefor, on demand, as additional rent.



                                      -46-
<PAGE>


                                 SCHEDULE "C"

1.    The  sidewalks,   entrances,  driveways,  passages,  courts,  elevators,
      vestibules,  stairways,  corridors or halls shall not be  obstructed  or
      encumbered  by any Tenant or used for any purpose other than for ingress
      to and egress from the Demised  Premises and for delivery of merchandise
      and  equipment  in a prompt and  efficient  manner using  elevators  and
      passageways  designated  for such delivery by Landlord.  There shall not
      be used in any space,  or in the public hall of the building,  either by
      any  Tenant or by  jobbers  or  others in the  delivery  or  receipt  of
      merchandise,  any hand trucks,  except those  equipped with rubber tires
      and sideguards.

2.    The water and wash closets and plumbing fixtures shall not be used for any
      purposes other than those for which they were designed or constructed and
      no sweepings, rubbish, rags, acids or other substances shall be deposited
      therein, and the expense of any breakage, stoppage, or damage resulting
      from the violation of this rule shall be borne by the Tenant who, or whose
      clerks, agents, employees or visitors, shall have caused it.

3.    No Tenant  shall sweep or throw or permit to be swept or thrown from the
      Premises  any dirt or other  substances  into  any of the  corridors  or
      halls,  elevators,  or out of the doors or windows or  stairways  of the
      building,  and the  Tenant  shall not use,  keep or permit to be used or
      kept any  coffee  machine,  vending  machine,  burner,  microwave  oven,
      refrigerator  or oven,  food or noxious gas or  substance in the Demised
      Premises,  or permit or suffer the  Demised  Premises  to be occupied or
      used in a  manner  offensive  or  objectionable  to  Landlord  or  other
      occupants of the Building by reason of noise,  odors and/or  vibrations,
      or  interfere  in any way with other  tenants or those  having  business
      therein,  nor  shall  any  animals  or  birds  be kept in or  about  the
      Building.  Smoking  or  carrying  lighted  cigars or  cigarettes  in the
      elevators of the Building is prohibited.

4.    No awnings or other projections shall be attached to the outside walls of
      the Building without the prior written consent of the Landlord.

5.    No  sign,  advertisement,   notice  or  other  lettering  and/or  window
      treatment  shall be  exhibited,  inscribed,  painted  or  affixed by any
      Tenant  on any  part  of the  outside  of the  Demised  Premises  or the
      Building  or on the  inside  of the  Demised  Premises  if the  same  is
      visible  from the  outside of the  Demised  Premises  without  the prior
      written  consent of the  Landlord.  In the event of the violation of the
      foregoing   by  any  Tenant,   Landlord  may  remove  same  without  any
      liability,  and may  charge  the  expense  incurred  by such  removal to
      Tenant or  Tenants  violating  this  rule.  Interior  signs on doors and
      directory tables shall be inscribed,  painted or affixed for each Tenant
      by  Landlord  at the  expense  of such  Tenant,  and shall be of a size,
      color and style acceptable to Landlord.

6.    No Tenant shall mark,  paint,  drill into, or in any way deface any part
      of the Demised  Premises or the  Building of which they form a part.  No
      boring,  cutting or stringing of wires shall be  permitted,  except with
      the prior written  consent of Landlord,  and as Landlord may direct.  No
      tenant shall lay linoleum or other  similar  floor  covering so that the
      same  shall  come in  direct  contact  with  the  floor  of the  Demised
      Premises and, if


                                      -47-
<PAGE>

      linoleum or other similar floor covering is desired to be used, an
      interlining of builder's deadening felt shall be first affixed to the
      floor, by a paste or other water soluble material, the use of cement or
      other similar adhesive material being expressly prohibited.

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

8.    Freight, furniture, business equipment,  merchandise and bulky matter of
      any  description  shall be  delivered  to and removed  from the Premises
      only through the service entrances and corridors,  and only during hours
      and in a manner  approved by  Landlord.  Landlord  reserves the right to
      inspect all freight to be brought  into the Building and to exclude from
      the  Building  all  freight  which  violates  any  of  these  Rules  and
      Regulations  or the lease of which  these  Rules and  Regulations  are a
      part.

9.    Canvassing,  soliciting  and peddling in the building is prohibited  and
      each Tenant shall cooperate to prevent the same.

10.   Landlord reserves the right to exclude from the building between the hours
      of 6:00 P.M. and 8:00 A.M. and at all hours on Sundays and legal holidays,
      all persons who do not present a pass to the building signed by Landlord.
      Landlord will furnish passes to persons for whom any Tenant requires same
      in writing. Each Tenant shall be responsible for all persons for whom he
      requires such a pass and shall be liable to Landlord for all acts of such
      persons.

11.   Landlord shall have the right to prohibit any advertising by any Tenant
      which, in Landlord's opinion, tends to impair the reputation of the
      Building or its desirability as an office building, and upon written
      notice from Landlord, Tenant shall refrain from or discontinue such
      advertising.

12.   Tenant shall not bring or permit to be brought or kept in or on the
      Premises, any inflammable, combustible, hazardous or explosive fluid,
      material, chemical or substance, or cause or permit any odors of cooking
      or other processes, or any unusual or other objectionable odors, to
      permeate in or emanate from the Premises.

13.   Tenant agrees to keep all entry doors closed at all times and to abide by
      all rules and regulations issued by the Landlord with respect to such
      services.


                                      -48-
<PAGE>




                                  SCHEDULE "D"

                             [Intentionally Omitted]




                                      -49-
<PAGE>




                                  SCHEDULE "E"

                SPECIFICATIONS FOR TENANT'S INITIAL CONSTRUCTION
             OF THE PREMISES AND LANDLORD'S WORK IN THE OFFER SPACE

1.  Initial office finishing schedule

Pursuant to the plans drawn by Landlord's architect based on Tenant's Program of
Space Requirements (as set forth in this lease), Landlord shall cause the
Contractor to perform Tenant's Initial Construction (as defined in this lease)
in the Demised Premises originally demised under this lease, at Tenant's
expense, pursuant to the following specifications. As to the Offer Space,
Landlord shall perform, pursuant to plans drawn by Landlord's architect based on
Tenant's Program of Space Requirements for such Offer Space, Landlord's Work
therein (as defined in this lease), at Landlord's expense, pursuant to these
same specifications.

Erect the necessary demising walls constructed of metal stud, 5/8" Fire X gypsum
board, with batts of 3" fiberglass for sound attenuation. Finish exterior walls
with 5/8" gypsum board on each side to underside of hung ceiling not to exceed 1
linear foot of partitioning for every 32 square feet of usable space, which is
proportionate to the Tenant's existing spaces.

Spackle and tape walls three coats to a smooth and true finish. Install in
executive offices, main conference room, reception area and extended conference
room, building standard vinyl wall covering. Paint all other walls two coats
flat latex and door trim in matching enamel.

Install in executive offices, main conference room, reception area and extended
conference room over padding J.P. Stevens durapoint #852 or equal. Balance of
space shall be carpeted with the same carpet installed (glued down). Building
standard vinyl reinforced tile shall be installed in place of carpet in all
storage, file, reception, pantry and lunch rooms (pantry and lunch rooms in a
pattern design). 4" vinyl cove base shall be installed. All colors shall be
selected from building standard selection.

Install a 2'-0" x 4'-0" Cortega Minaboard Armstrong acoustical tile ceiling with
a square-cut lay in 15/16" suspension system, or equal.

Provide interior 3'0" x 8'0" hollow core colony oak wood doors with hollow metal
bucks, numbered as shown on approved plan. All conference room doors shall have
a 2'-0" x 8'0" clear glass side lite.

In the original Demised Premises only, pantry area shall be provided with
plastic laminate wall and base cabinets, a sink, refrigerator and a dishwasher
in accordance with the approved plans. No pantry area will be provided in the
Offer Space.

2.    Lavatory Area -- Public Spaces

      a.     Separate Male and Female toilet facilities.

                                      -50-
<PAGE>

3.    Landscaping

The Landlord will maintain the landscaping in a manner consistent with a class A
office building.

4.    Additional Improvements Relating to 520 Broadhollow

At the 520 Broadhollow Road building, the lobby floor shall receive granite, and
toilet area walls and vanities shall receive Landlord's standard marble finish
or equal. There shall be installed Landlord's standard decorative lighting over
such vanities. Building standard vertical blinds shall be provided in all
exterior windows in the Demised Premises. Card-key access entry locks shall be
provided at all four (4) entrances to the Demised Premises. The landscaping at
the front entrance shall be upgraded, consistent with a Class A office building.

5.    Electrical Specifications

All electrical work shall be installed in accordance with the National
Electrical Code, and the local building code. A "Certificate of Compliance"
shall be obtained from the New York Board of Fire Underwriters at the completion
of the project.

Lighting throughout the entire finished office area shall be obtained by the use
of recessed light 2' by 4' fluorescent fixtures with parabolic lenses or equal,
not to exceed one (1) fixture for each eighty (80) square feet of usable space,
which will deliver a lighting level of 65 F.C. Local wall switches shall be
provided for control of lighting. Toilet, corridor, lobby and other similar
areas shall be lit to 50 foot candles. In the original Demised Premises only and
not in the Offer Space, up to eight (8) incandescent down lights in the lobby,
four (4) in the Senior Vice President office, four (4) in the conference center
adjacent to the main lobby, eight (8) in the main conference room, and (1) in
each training room shall be installed in accordance with approved plans. Exit
light lighting for all paths of egress shall be provided in accordance with
local building department regulations, if required.

All branch circuit wiring shall be above hung ceiling or within dry-wall
construction in finished areas and shall be type BX. All exposed conduits in
non-finished areas shall be thin-walled "EMT".

Wall-mounted duplex convenience outlets shall be provided on the basis of one
duplex outlet for each 120 square feet of rentable area, which is proportionate
to the Tenant's existing space. This formula shall be used to establish the
quantity of outlets. However, the exact location of each outlet shall be
coordinated with the Tenant's furniture layout. All duplex outlets are to be
considered as normal convenience outlets and shall be wired up with an average
of 5 to 8 outlets on one 20 ampere, 120 volt circuit. Panel capacity shall be
adequate to handle all Tenant lighting and equipment provided load does not
exceed 2 watts per square foot of usable area.

No credits given for installation less than standard installation.

6.    Heating, Ventilation and Air Conditioning Specifications General

The intent of this specification is to define a design concept for the subject
area.



                                      -51-
<PAGE>

Design Criteria

Central air conditioning with modular systems with individual zone control shall
be capable of the following performance when the criteria noted are not
exceeded:

A) Between September 1 and June 1, the "heating system" shall be operative and
maintain a minimum of 70 degrees FDB when the outdoor temperature is 0 degrees
FDB and the prevailing wind velocity does not exceed 15 mph.

B) Between April 15 and October 14, the "cooling system" shall be operative and
maintain a maximum of 78 degrees FDB and 55% relative humidity when the outdoor
temperature is 95 degrees FDB and 75 degrees FDB with the prevailing wind
velocity not exceeding 13 mph. The Tenant's computer room shall receive a four
(4) ton supplemental cooling unit for year round operation. Landlord agrees to
equally share with Tenant the cost to install a one (1) ton supplemental cooling
unit in each of two (2) training rooms (in the original Demised Premises only)
if and only if the base Building cooling system is not capable of maintaining
the temperature range set forth herein.

C) During the overlapping seasons (April 15 - June 1 and September 1 - October
15) both systems shall be operative (cooling and heating).

D) Zoning temperature and balancing controls shall be operated solely by the
Landlord to assure the conditions above.

E) Maintenance of the foregoing temperature conditions is conditioned upon the
following criteria, which shall not be exceeded by the Tenant in any room, or
area, within the demised premises:

      a)   Population Density...............................1 person per 150
                                                            square feet

      b)   Lighting and Electrical Load Density.............4 watts per
                                                            square foot

      c)   Exhaust and Ventilation Load.....................5 cfm per person

6.    Ventilation

Bathrooms and similar areas to be ventilated per code using rooftop fans.

7.    System Design

Exterior Perimeter Zones

Heating/cooling of exterior offices and areas provided by variable air volume
terminals with integrated thermostats to meet Tenant's requirements for
individual control.

Interior Zones


                                      -52-
<PAGE>

Heating/cooling provided by variable air volume system terminals with integrated
thermostats for areas of 2,000 square feet.






                                      -53-
<PAGE>


                                    EXHIBIT 1

                                   RENTAL PLAN



                                      -54-
<PAGE>





                                    EXHIBIT 2

                                PRELIMINARY PLANS




                                      -55-
<PAGE>

                            FIRST AMENDMENT OF LEASE
                            ------------------------

          AGREEMENT made as of the 30th day of September, 1999 by and between
RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership having an
office at 225 Broadhollow Road, CS 5341, Melville, New York 11747 (hereinafter
called "Landlord"); VYTRA HEALTH PLANS LONG ISLAND, INC., a corporation having
an office at 395 North Service Road, Melville, New York 11747, formerly known as
Choice Care Long Island, Inc. (hereinafter called "Tenant" or "Assignor"); and
AMERICAN HOME MORTGAGE CORP., a corporation having an office at 12 East 49th
Street, New York, New York 10017 (hereinafter called "Assignee").

                                    RECITALS

          WHEREAS, Landlord and Tenant entered into a lease agreement dated
October 20, 1995 as clarified by letter agreement between Landlord and Tenant
dated October 20, 1995 (the lease agreement and letter agreement collectively
referred to as the "Lease") for the lease of 43,200 square feet in the building
located at 520 Broadhollow Road, Melville, New York (the "Building"); and

          WHEREAS, Tenant intends to assign to Assignee, effective from and
after October 1, 1999 (the "Effective Date"), all of Tenant's right, title and
interest as tenant in to and under the Lease pursuant to that certain Assignment
and Assumption of Lease Agreement between Assignor and Assignee dated September
30, 1999 ("Assignment"); and

          WHEREAS, Assignee shall assume all of Tenant's right, title and
interest as tenant in to and under the Lease from and after the Effective Date
pursuant to the Assignment; and

          WHEREAS, Landlord shall grant its consent to the assignment of the
Lease, as modified by this First Amendment of Lease, subject to and in
accordance with that certain consent to assignment letter executed
simultaneously herewith by and among Landlord, Assignor and Assignee.

          NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

          1.1    The recitals are specifically incorporated into the body of
this Agreement and shall be binding upon the parties hereto.

<PAGE>


          1.2     Unless expressly set forth to the contrary and except as
modified by this Agreement, all defined terms shall have the meanings ascribed
to them in the Lease.

                                   ARTICLE II

                               LEASE MODIFICATIONS
                               -------------------

          2.1    As of the Effective Date, the Lease is hereby modified and
amended as follows:

          2.1.1  Tenant's Initial Construction. Article 5 of the Lease is hereby
deleted in its entirety.

          2.1.2  Services. The third and fourth sentences of Article 6(B) of the
Lease are hereby deleted and the following is inserted in their place:

          "Landlord has converted the Demised Premises to gas heat and,
          prior to the Effective Date, shall install, at Landlord's
          expense, a separate gas meter to measure the consumption of
          gas in the Demised Premises. Tenant shall make arrangements to
          secure gas directly from the utility servicing the Building
          and shall pay all charges for such gas directly to such
          utility in a timely manner."

          2.1.3  Signs. (a) The third through seventh sentences of Article 18
are deleted and the following is inserted in their place: "Notwithstanding the
foregoing, to the extent permitted by applicable laws and regulations, Landlord,
at Landlord's sole expense, shall provide Tenant with one (1) monument sign on
the side of the Building which faces Route 110. The dimensions and design of
such sign have been approved by Landlord in the form annexed hereto as Exhibit
1, subject to applicable laws and regulations. Landlord may grant other tenants
the right to monument signage provided that such signage does not obstruct view
of Tenant's monument signage. Landlord shall not permit any other monument
signage to be affixed to Tenant's proposed monument signage. Provided that
Tenant physically occupies the entire Demised Premises, Landlord agrees that it
shall not grant monument signage to any other tenant in the Building that is
larger than Tenant's proposed monument sign. If the number of such monument
signs is limited by applicable laws and regulations, Tenant shall be entitled to
the first monument sign excluding any Building monument sign used by Landlord.
In connection with the monument sign to be provided to Tenant, in the event it
becomes necessary to obtain a variance to erect and maintain the monument sign,
Tenant shall be responsible for and shall pay for such variance application and
proceeding but Landlord agrees to cooperate with Tenant's variance application
provided Tenant shall afford Landlord a reasonable period to review and approve
Tenant's variance application and other submissions relating thereto (which
approval shall not be unreasonably withheld or delayed).

          2.1.4  Right to Sublet or Assign. The last sentence of Article 20(C)
of the Lease is hereby deleted and the following is inserted in its place:
"Notwithstanding the foregoing, the public offering of shares of stock of
Assignee shall not be deemed to be an assignment of this lease which requires
Landlord's consent."


                                      -2-


<PAGE>


          2.1.5  Notices. In Article 34 of the Lease, six (6) lines from the top
of the provision, delete the following: "regular,".

          2.1.6  Renewal Option. Article 44 of the Lease is hereby deleted in
its entirety and the following is inserted in its place:

          "Tenant shall have the right, to be exercised as hereinafter provided,
to extend the term of this lease for one period of five (5) years (hereinafter
referred to as the "Renewal Term") upon the following terms and conditions:

          (A)  That at the time of the exercise of such right and at the
commencement of the Renewal Term, Tenant shall not be in default in the
performance of any of the terms, covenants or conditions which Tenant is
required to perform under this lease beyond any applicable notice and cure
period provided herein for the cure hereof.

          (B)  That Tenant shall notify Landlord in writing of Tenant's election
to exercise its option with respect to the Renewal Term at least one (1) year
prior to the expiration of the term of this lease.

          (C)  That the Renewal Term shall be upon the same terms, covenants and
conditions as in this lease provided, except that (a) there shall be no further
option to extend this lease beyond the Renewal Term referred to above; (b) the
Premises shall be delivered at the beginning of the Renewal Term in its then "as
is" condition; and (c) the Rent to be paid by Tenant during the Renewal Term
shall be as follows:

          During the first year of the Renewal Term, the Rent shall be ninety
(90%) percent of the then fair market annual minimum rent being received by
Landlord for comparable size space in the Building, but in no event less than
the Rent payable under this lease for the Lease Year immediately preceding the
Renewal Term. The Rent applicable to the first year of the Renewal Term shall be
payable in equal monthly installments.

          During each of the second through fifth years of the Renewal Term, the
Rent shall be increased by three (3%) percent per year over the Rent payable for
the prior year. Said sums shall be payable in equal monthly installments.

          "Fair market annual minimum rent" shall mean the rate Landlord
generally receives or that is received for comparable space in the Building. In
determining fair market annual minimum rent, no adjustment shall be made in
consideration of and Tenant shall not be entitled to a credit for Tenant
improvements, brokerage commissions, rent concessions and other concessions
which Landlord may from time to time offer to other tenants. Landlord shall
determine the fair market annual minimum rent on the basis of the foregoing
criteria. In the event Tenant disputes Landlord's determination of fair market
annual minimum rent, Tenant, by written demand, may commence arbitration
strictly in accordance with the terms and conditions of this Subparagraph. The
sole issue to be determined by such arbitration shall be the fair market annual
minimum rent to be charged in accordance with this Subparagraph. Such written
demand shall contain the name and address of the arbitrator appointed by Tenant.
Within ten (10) days after its receipt of the written demand, Landlord will give
Tenant written notice of the name and address of its arbitrator. Within ten (10)
days after the date of the appointment of the second


                                      -3-
<PAGE>


arbitrator, the two (2) arbitrators will meet. If the two (2) arbitrators are
unable to agree on the fair market annual minimum rent as provided herein within
ten (10) days after their first meeting, they will select a third arbitrator.
The third arbitrator will be designated as chairman and will immediately give
Landlord and Tenant written notice of its appointment. The three (3) arbitrators
will meet within ten (10) days after the appointment of the third arbitrator. If
they are unable to agree on the fair market annual minimum rent within ten (10)
days after their first meeting, the third arbitrator will select a time, date
and place for a hearing and will give Landlord and Tenant thirty (30) days prior
written notice of it. The date for the hearing will not be more than sixty (60)
days after the date of appointment of the third arbitrator. The arbitrators must
be licensed real estate appraisers with at least five (5) years experience in
the Nassau/Suffolk real estate market. No arbitrator may be an active real
estate broker. The arbitration will be governed by the laws of the State of New
York and, when not in conflict with such law, by the general procedures in the
commercial arbitration rules of the American Arbitration Association. The
arbitrators will not have the power to add to, modify, detract from or alter in
any way the provisions of this lease or any amendments or supplements to this
lease. The arbitrators will not have any power to decide or consider anything
other than the specific issue of the fair market annual minimum rent in
accordance with the terms of this lease. The written decision of at least two
(2) arbitrators will be conclusive and binding upon Landlord and Tenant. No
arbitrator is authorized to make an award for damages of any kind, including,
without limitation, an award for punitive, exemplary, consequential or
incidental damages. Landlord and Tenant will each pay for the services of its
appointees, attorneys and witnesses plus one-half of the fees of the third
arbitrator and of all other proper costs relating to the arbitration. The
decision of the arbitrators will be final and non-appealable and may be enforced
according to the laws of the State of New York. Notwithstanding anything to the
contrary contained herein, in the event Tenant disputes Landlord's determination
of the fair market annual minimum rent, Tenant shall nevertheless continue to
pay Rent at the same rate then being paid under this lease. In the event the
Rent as determined hereunder is at variance with the Rent being paid by Tenant,
Tenant shall either pay the difference in a lump sum or receive a credit as the
case may be.

          This Renewal Option is personal to American Home Mortgage Corp., Inc.
and is non-transferable by operation of law or otherwise, except to an assignee
of Tenant approved by Landlord pursuant to this lease or other transferee
permitted pursuant to this lease."

          2.1.7  Right of First Offer. Article 45 of the Lease is hereby deleted
in its entirety and the following is inserted in its place:

                  "(a)  Whenever space in the Building that becomes available
during the term of this Lease (the "Offer Space"), and so long as Tenant is not
in default under this Lease beyond applicable notice and cure periods provided
herein for the cure thereof, Landlord shall notify Tenant ("Landlord's Notice")
of the market rent and market rental increases ("Market Rent") upon which it
would be willing to lease the Offer Space. This right of first offer shall not
apply during the last year of the initial term of this Lease or during the last
year of any Renewal Term unless Tenant shall have previously exercised the next
available renewal option. If, within thirty (30) days after receipt of
Landlord's Notice, Tenant notifies Landlord in writing ("Tenant's Notice") of
its intention to exercise Tenant's right to lease the entire Offer Space upon
the terms contained in Landlord's Notice (which Tenant's Notice shall be
effective only if sent by Tenant


                                      -4-


<PAGE>


to Landlord, via certified mail, return receipt requested, to the attention of
Landlord's Chief Financial Officer, at Landlord's address set forth in this
Lease), Landlord and Tenant shall execute a lease or lease modification
agreement (the "Offer Agreement"), at Landlord's option, for the Offer Space
within twenty (20) days after Landlord's receipt of Tenant's Notice. Such Offer
Agreement shall be upon all the same terms as this Lease, except (i) for the
Market Rent terms, (ii) for other matters dependent upon the size of the Offer
Space, such as Tenant's Proportionate Share, (iii) that Tenant is accepting the
Offer Space in its "as is" condition and Landlord shall not be required to
perform any work in or to the Offer Space in order to prepare such space for
Tenant's occupancy (except as otherwise set forth in Landlord's Notice), (iv)
the number of parking spaces and directory listings shall be increased
proportionately to reflect the addition of the Offer Space, and (v) for such
other terms and conditions as may be mutually agreed to by Landlord and Tenant.
The term of the Offer Agreement shall end on the Expiration Date. If Tenant does
not deliver such Tenant's Notice within such thirty (30) day period, or if
Tenant fails to enter into the Offer Agreement for the Offer Space within such
twenty (20) day period, then this Right of First Offer will lapse (only with
respect to the particular Offer Space that is the subject of that particular
Landlord's Notice) and be of no further force and effect and Landlord shall have
the right to lease the particular Offer Space that was the subject of Landlord's
Notice to a third party on the same or any other terms and conditions whether or
not such terms and conditions are more or less favorable than those offered to
Tenant. Time shall be of the essence with respect to all of Tenant's obligations
under this Article.

          (b)  This right of first offer is personal to American Home Mortgage
Corp., Inc. is non-transferable by operation of law or otherwise except to an
assignee of Tenant approved by Landlord pursuant to this lease or other
transferee permitted pursuant to this lease, and is subject to then existing
rights, if any, granted to other tenants at the Building."

          2.1.8  Building Improvements. Article 46 of the Lease is hereby
deleted in its entirety and the following is inserted in its place:
"Intentionally Omitted."

          2.1.9  Schedule E. Schedule E of the Lease is hereby deleted in its
entirety and the following is inserted in its place: "Intentionally Omitted."


                                   ARTICLE III

                                     BROKER
                                     ------

          3.1   Tenant and Assignee represent that this First Amendment of Lease
was brought about by BDL Affiliates, Inc. and Real Estate Strategies, Ltd. as
brokers. Tenant agrees to pay the commissions due and payable to BDL Affiliates,
Inc. and Real Estate Strategies, Ltd. pursuant to one or more separate
agreements. Tenant and Assignee agree that if any claim is made for commissions
by any broker through or on account of any acts of Tenant or Assignee, Tenant
and Assignee will each hold Landlord harmless from any and all liabilities and
expenses in connection with the claims arising out of the acts of Tenant or
Assignee, respectively, including Landlord's reasonable attorney's fees. Tenant,
Assignee and Landlord understand that Real Estate Strategies, Ltd. shall waive
any claim for commissions that Real Estate Strategies Ltd. may have in
connection with a renewal of the Lease or the exercise of the right of first
offer pursuant to the Lease. Tenant will hold Landlord and Assignee harmless
from any and all


                                      -5-

<PAGE>

liability and expenses in connection with any claim for commissions by Real
Estate Strategies, Ltd. in connection with a renewal of the Lease or exercise of
the right of first offer pursuant to the Lease through or on account of any acts
of Tenant or Assignee, respectively, including Landlord's and Assignee's
respective reasonable attorney's fees. Assignee agrees that if any claim is made
for commissions by any broker other than BDL Affiliates, Inc. in connection with
a renewal of the Lease or the exercise of the right of first offer pursuant to
the Lease, through or on account of any acts of Assignee, Assignee will hold
Landlord harmless from any and all liability and expenses in connection
therewith, including Landlord's reasonable attorney's fees. Landlord shall pay a
commission to BDL Affiliates, Inc. in the event that Assignee exercises a
renewal of the Lease pursuant to and in accordance with the terms of a separate
agreement.

                                   ARTICLE IV

                                  RATIFICATION
                                  ------------

          4.1    Tenant represents and warrants that the Lease is presently in
full force and effect, that no event of default has occurred on the part of
Landlord and that Tenant has no defense or right of offset in connection with
Landlord's performance under the Lease to this date.

          4.2    The parties hereby ratify and confirm all of the terms,
covenants and conditions of the Lease except to the extent that those terms,
covenants and conditions are amended, modified or varied by this Agreement. If
there is a conflict between the provisions of the Lease and the provisions of
this Agreement, the provisions of this Agreement shall control.

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


                                         RECKSON OPERATING PARTNERSHIP, L.P.
                                         By:    RECKSON ASSOCIATES REALTY CORP.,
                                                its general partner



                                         By: /s/
                                             -----------------------------------


                                         VYTRA HEALTH PLANS LONG ISLAND, INC.



                                         By: /s/
                                             -----------------------------------


                                         AMERICAN HOME MORTGAGE CORP.



                                         By: /s/ Michael Strauss
                                             -----------------------------------


                                      -6-