Exhibit 3 (i)

                               Agreement of Lease

                                                                         4/14/05
                               AGREEMENT OF LEASE

      This Lease dated as of November 19, 2004 is by and between the Briarcliffe
Foundation, Inc., a not-for-profit corporation organized pursuant to the Laws of
New York State ("Landlord") and having an address at 1055 Stewart Avenue,
Bethpage, County of Nassau, State of New York, 11714 (the building at such
address, the "Building") and SearchHelp, Inc., a New York corporation having an
address of 1055 Stewart Ave, Bethpage, NY 11714 ("Tenant").

                              W I T N E S S E T H :

      WHEREAS, the LISTnet Incubator has been developed to provide space for
companies in various high technology fields to operate and to develop their
businesses during the "start-up" stage of development (i.e., a period not to
exceed three years) in a location where such companies can benefit from reduced
operating expenses and the opportunities that such companies can derive from
working in proximity with each other;

      WHEREAS, Tenant meets the criteria and has been approved for participation
in the LISTnet Incubator project;

      NOW, THEREFORE, in consideration of ten ($10.00) dollars and good and
valuable consideration, Landlord and Tenant hereby agree as follows:

      1.    Grant

            Landlord hereby leases to Tenant, and Tenant hereby leases from
            Landlord; upon and subject to the terms and conditions contained
            herein, the Premises (as hereinafter defined).

      Premises

            a)    The Premises consist of approximately 593 square feet,
                  commonly known as Suite # 12 (as set forth in the rendering
                  annexed hereto as Exhibit "A" and made a part hereof) plus 237
                  square feet of allocated Common Area Space, located in the
                  LISTnet Incubator at 1055 Stewart Avenue, Bethpage, New York
                  (the "Premises").

            b)    Notwithstanding the allocation to Tenant (for rental
                  calculation purposes) of a specified square footage of the
                  Common Area Space, Tenant will have access to and usage of the
                  entire Common Area of the Incubator, subject to the rules,
                  regulations and procedures now or hereafter adopted by
                  Landlord for the use thereof.


<PAGE>

      Term

            The terms of this Lease shall be one year, commencing December 1,
            2004 and ending November 30, 2005, provided however in the event
            that the Landlord determines in its sole discretion that the
            Incubator project is abandoned or that an order is received from a
            governmental agency to vacate the Premises, the ending date may be
            accelerated to such date as determined to be reasonable by the
            Landlord.

      Rent

            a)    The rent payable hereunder is $_13,280.00 per year, which sum
                  shall be payable in monthly installments of $_1,106.67 on the
                  first day of each month during the term. Rent payable by
                  Tenant under this Lease shall be paid when due without prior
                  demand therefor, without any deductions or setoffs or
                  counterclaims whatsoever.

            b)    Tenant shall pay before delinquency all taxes, assessments,
                  license fees and public charges levied, assessed or imposed
                  upon its business operations, as well as upon its leasehold
                  interest, trade fixtures, furnishings, equipment, leasehold
                  improvements made by Tenant, alterations, changes and
                  additions made by Tenant, merchandise and personal property of
                  any kind owned, installed or used by Tenant in, on or upon the
                  Premises. Tenant shall be responsible for making any necessary
                  returns for and paying any other property taxes separately
                  levied or assessed against the improvements constructed by
                  Tenant on the Premises.

      Indemnification and Hold Harmless

            Tenant agrees to save Landlord harmless from, and indemnify Landlord
            against, any and all injury, loss or damage and any and all claims
            for injury, loss or damage, caused by, resulting from, or claimed to
            have been caused by or to have resulted from (i) the use, occupancy,
            or enjoyment of the Premises or (ii) any act, omission or negligence
            of Tenant or anyone claiming under Tenant (including, without
            limitation, employees, contractors, invitees and successors and
            assigns of Tenant).

      Insurance

            a)    Throughout the term of this Lease, the Tenant shall, at its
                  sole cost and expense, provide and keep in force and effect,
                  for the benefit of the Landlord, Briarcliffe College Inc.,
                  Long Island Software and Technology Network, Inc and Bethpage
                  Realty, LLC:


<PAGE>

                  i)    Comprehensive general liability insurance in the amount
                        of $2,000,000 combined single limit. Such policy shall
                        name the Landlord and Briarcliffe College Inc. as an
                        additional insured and loss payee.

                  ii)   Worker's Compensation Insurance and New York State
                        Disability Insurance in amounts required under NYS law.

            b)    All policies of insurance provided for in this Section shall
                  be issued in a form acceptable to Landlord by insurance
                  companies qualified to do business in the State of New York.
                  Each such policy shall be issued in the names of Landlord and
                  Tenant and any other parties in interest from time to time
                  designated in writing by notice from Landlord to Tenant. Said
                  policies shall be for the mutual and joint benefit and
                  protection of Landlord and Tenant and any such other parties
                  in interest, and executed copies of each such policy of
                  insurance or a certificate thereof shall be delivered to each
                  of Landlord and any such other parties in interest within ten
                  (10) days after delivery of possession of the Premises to
                  Tenant and renewals or replacements thereof shall be so
                  delivered at least thirty (30) days prior to the expiration of
                  each such policy. All such policies of insurance shall contain
                  a provision that the company writing said policy will give to
                  Landlord and such other parties in interest at least ten (10)
                  days prior written of any cancellation, lapse, or reduction in
                  the amounts of insurance. All such policies shall contain a
                  provision that Landlord and any such other parties in
                  interest, although named as an insured, shall nevertheless be
                  entitled to recover under said policies for any loss
                  occasioned to it, its servants, agents and employees by reason
                  of the negligence of Tenant.

            c)    Tenant shall not do nor suffer to be done, nor keep nor suffer
                  to be kept, anything in, upon or about the Premises which
                  could (i) contravene Landlord's policies insuring against loss
                  or damage by fire or other hazards, (ii) prevent Landlord from
                  procuring such policies from companies acceptable to Landlord
                  (iii) cause an increase in the insurance rates upon any
                  portion of the Premises. If Tenant violates any prohibition
                  provided for in the first sentence of this Section, Landlord
                  may without notice to Tenant, correct the same at Tenant's
                  expense. Tenant shall pay to Landlord as additional rent
                  forthwith upon demand the amount of any increase in premiums
                  for insurance resulting from any violation of the first
                  sentence of this Section, even if Landlord shall have
                  consented to the doing of, or keeping of, anything on the
                  Premises which constituted such a violation (but the payment
                  of such additional rent shall not entitle Tenant to violate
                  the provisions of the first sentence of this paragraph.)


<PAGE>

      Security

            a)    Tenant shall have deposit with Landlord a security deposit
                  equal to two (2) month's rent.

            b)    If Tenant pays the rent, performs all of its other obligations
                  under this Lease and at the end of the term leaves the
                  Premises in broom clean, damage-free condition (other than
                  ordinary wear and tear), Landlord will return the unused
                  portion of the security deposit within sixty (60) days after
                  the end of the term.

      Services

            Landlord shall provide the following services to Tenant:

            i)    Ordinary and necessary water and electrical service;

            ii)   Air conditioning during normal working hours;

            iii)  Ordinary heat and sewage services;

            iv)   Janitorial services for office and Common Areas.

      Use of Premises

            a)    Tenant may only use the Premises for an office in accordance
                  with the terms hereof and the rules and regulations now or
                  hereafter adopted by Landlord for the Incubator.

            b)    Tenant agrees to keep the Premises in good order and condition
                  during the term of this Lease.

            c)    Tenant covenants that the Premises shall constitute Tenant's
                  primary place of business.

            d)    Tenant shall use the Premises only in connection with Tenant's
                  business; as such business was described and presented to the
                  LISTnet Incubator Steering Committee, and for no other
                  business without Landlord's prior written consent.

            e)    Tenant acknowledges that an essential element of the success
                  of the LISTnet Incubator is the presence of other tenants
                  engaged in businesses related to Tenant's business, the
                  potential business opportunities that can result from synergy
                  and cooperation among tenants of the LISTnet Incubator, and
                  the ability of the LISTnet Incubator to conduct various
                  programs of potential appeal to multiple tenants. The
                  participation of the tenants of the LISTnet Incubator in such
                  programs and the interaction among such tenants is therefore
                  required, and Tenant covenants to engage in such activities
                  throughout the term of this Lease.


<PAGE>

      Right of Entry

            a)    Landlord or Landlord's agents shall have the right (but shall
                  not be obligated) to enter the Premises in any emergency at
                  any time, and, at other reasonable times, to examine the same
                  and to make such repairs, replacements and improvements as
                  Landlord may deem necessary and reasonably desirable to the
                  Premises or to any other portion of the Building or which
                  Landlord may elect to perform. Throughout the term hereof
                  Landlord shall have the right to enter the Premises at
                  reasonable hours for the purpose of showing the same to
                  prospective purchasers or mortgagees of the Building, and
                  during the last six months of the term for the purpose of
                  showing the same to prospective tenants. If Tenant is not
                  present to open and permit an entry into the Premises,
                  Landlord or Landlord's agents may enter the same whenever such
                  entry may be necessary or permissible by master key or
                  forcibly and provided reasonable care is exercised to
                  safeguard Tenant's property, such entry shall not render
                  Landlord or its agents liable therefor, nor in any event shall
                  the obligations of Tenant hereunder be affected.

            b)    Tenant agrees that Landlord may conduct construction work in
                  the immediate area surrounding the demised Premises. Landlord
                  agrees that it will exercise good faith efforts to conduct
                  such construction work so as not to unreasonably interfere
                  with Tenant.

      No Assignment or Sublease

            Due to the fact that the LISTnet Incubator is intended to benefit
            specific types of companies in the developmental stages, and because
            Tenant has been specifically approved for participation in the
            LISTnet Incubator project, Tenant agrees that it cannot assign this
            Lease or sublease the Premises nor any portion thereof without
            Landlord's prior written consent, which may be granted or withheld
            in Landlord's sole discretion.

      Alterations

            Tenant may make no changes in or to the Premises of any nature
            without Landlord's prior written consent. All fixtures and all
            paneling, partitions, railings and like installations, installed in
            the Premises at any time, either by Tenant or by Landlord on
            Tenant's behalf, shall, upon installation, become the property of
            Landlord and shall remain upon and be surrendered with the Premises
            unless Landlord, by notice to Tenant no later than twenty (20) days
            prior to the date fixed as the termination of this Lease, elects to
            relinquish Landlord's right thereto and to have them removed by
            Tenant, in which event the same shall be removed from the Premises
            by Tenant prior to the expiration of this Lease at Tenant's expense.
            Upon removal of such installations as may be required by Landlord,
            Tenant shall immediately and at its expense, repair and restore the
            Premises to the condition existing prior to installation and repair
            any damage to the Premises or the Building due to such removal. All
            property permitted or required to be removed by Tenant at the end of
            the term remaining in the Premises after Tenant's removal shall be
            deemed abandoned and may, at the election of Landlord, either be
            retained as Landlord's property or may be removed from the Premises
            by Landlord, at Tenant's expense.


<PAGE>

      Rules and Regulations

            a)    Tenant agrees to adhere to and abide by any rules and
                  regulations concerning the Premises and the Building that
                  exist as of the date hereof or as may be adopted or modified
                  by the Landlord hereafter including, but not limited to, the
                  following:

                  1.    Tenant shall not install any signage, awnings or
                        structure of any kind whatsoever in the interior or
                        exterior of the Building without Landlord's prior
                        written consent.

                  2.    Tenant shall not connect any apparatus, equipment or
                        device to the water, plumbing, HVAC lines without
                        Landlord's prior written consent.

                  3.    Tenant shall not operate any electric powered machines
                        or equipment, except normal office equipments such as
                        copiers, calculators, personal computers, or dictating
                        equipment, without Landlord's prior written consent.

                  4.    Tenant shall not operate or permit to be operated any
                        musical or sound-producing device, which may be heard
                        outside of Tenant's Premises.

                  5.    Tenant shall not bring or permit to be brought into the
                        Building any animals or birds.

                  6.    No toxic or hazardous substances shall be used, stored
                        or brought into the Building by Tenant.

                  7.    Tenant shall first obtain the written approval of
                        Landlord before hiring any contractors or installation
                        technicians rendering any Building services including,
                        but not limited to, installation of telephones,
                        electrical devices, fax machines, and installation of
                        any and every nature affecting floors, ceilings,
                        equipment or other physical portions or services of the
                        Building.

                  8.    Tenant assumes all risk of damage to any and all
                        articles moved or installed, as well as all injury to
                        any person or property in such movement, and hereby
                        agrees to indemnify Landlord against any loss resulting
                        therefrom.


<PAGE>

                  9.    Landlord shall not be responsible for any property lost
                        or stolen from the leased Premises or the public areas
                        of the Building or grounds.

                  10.   Landlord shall have the right to determine the maximum
                        weight and proper position of any heavy equipment,
                        including safes, large files, etc. that are to be placed
                        in the Building, and only those which, in the opinion of
                        the Landlord, will not do damage to the floors,
                        structures or elevators may be moved into the Building.

                  11.   Tenant shall not allow any violation of fire or safety
                        regulations. Tenant agrees at its own expense to comply
                        with, and to indemnify and hold Landlord harmless with
                        respect to any violation of, all recommendations and
                        requirements with respect to the Premises, or its use or
                        occupancy, of the insurance underwriters or any similar
                        public or private body, and any governmental authority,
                        having jurisdiction over insurance rates with respect to
                        the use or occupancy of the Building.

                  12.   Appliances including but not limited to refrigerators,
                        freezers, cooking equipment (including, but limited to,
                        microwaves) are not permitted without first obtaining
                        the written consent of the Landlord.

            b)    Landlord is hereby given the right, at Landlord's option, to
                  cancel this Lease at any time during the term hereof, or any
                  renewal or extension thereof, if Tenant, and any other
                  person(s) claiming by or through Tenant, does not at all times
                  conduct themselves in a professional, orderly and proper
                  manner. If Landlord believes that Tenant has not acted in a
                  professional, orderly and proper manner, upon not less than
                  ten (10) days' prior notice in writing of its intention to do
                  so (or such shorter period as Landlord may reasonably
                  determine based on the then current circumstances), then the
                  term of the Lease shall wholly cease and expire by lapse of
                  time, upon the date on which Landlord has elected to cancel
                  the lease as fully and completely as if that day were the date
                  herein fixed for the expiration of the term hereof, and Tenant
                  shall forthwith vacate the demised premises and surrender the
                  same to Landlord.

      Mechanics' Liens

            Tenant will not permit to be created or to remain undischarged any
            lien, encumbrance or charge arising out of any work done or
            materials or supplies furnished by any contractor, mechanic, laborer
            or materialman by or for Tenant or any mortgage, conditional sale,
            security agreement or chattel mortgage. If any such lien shall be
            filed against the Building or any part thereof, Tenant will cause
            the same to be discharged of record by payment, deposit, bond, order
            of a court of competent jurisdiction or otherwise within thirty (30)
            days after the filing thereof. If Tenant shall fail to cause such
            lien or notice of lien to be discharged within the period aforesaid,
            then, in addition to any other right or remedy Landlord may, but
            shall not be obligated to, discharge the same either by paying the
            amounts 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 judgment in favor of the lienor with the interest,
            costs and allowances. Any amount so paid by Landlord and all costs
            and expenses, including attorney's fees, incurred by Landlord in
            connection therewith, shall constitute Additional Rent payable by
            Tenant under this Lease and shall be paid by Tenant to Landlord on
            demand.


<PAGE>

15.   Termination

      a)    This Lease shall be terminated by:

            i)    Expiration of this Lease, or

            ii)   Revocation by the Landlord.

      b)    In the event this Lease is terminated and the Tenant fails to vacate
            the Premises, the Tenant agrees to pay holdover rental in the amount
            of $30 per square foot of the Premises and allocated Common Area
            Space.

16.   Notice

      Any Notice hereunder must be in a signed writing and served by certified
      mail, return receipt requested as follows:

      i)    Landlord:

            a)    Briarcliffe Foundation, Inc. 1055
                  Stewart Avenue Bethpage, NY 11714

            b)    Copy to:

                  Meltzer, Lippe & Goldstein, LLP
                  190 Willis Avenue
                  Mineola, NY 11501
                  Att: Ira R. Halperin, Esq.

      ii)   Tenant:

            a)    SearchHelp, Inc.
                  1055 Stewart Ave. Suite 12
                  Bethpage, NY 11714


<PAGE>

17.   No Encumbrances

      Tenant agrees that it cannot mortgage nor encumber neither the Premises
      nor any portion thereof.

18.   Default

      a)    Failure of Tenant to pay rent by the 5th day of any month or to
            otherwise adhere to the terms and conditions herein shall be deemed
            an Event of Default.

      b)    Landlord's Remedies. If any Event of Default occurs, then and in
            each such case, Landlord may treat the occurrence of such Event of
            Default as a breach of this Lease, and in addition to any and all
            other rights or remedies of Landlord in this Lease or by law or in
            equity provided, Landlord shall have, in its option, without further
            notice of demand of any kind to Tenant or any other person:

            (i) the right to terminate this Lease;

            (ii) the right to bring suit for the collection of Rent, as it
      accrues pursuant to the terms of this Lease, and damages (including
      without limitation reasonable attorneys' fees and the cost of renovating
      the Premises) without entering into possession of the Premises or
      canceling this Lease;

            (iii) the right to retake possession of the Premises from Tenant by
      summary proceedings or otherwise, and it is agreed that the commencement
      and prosecution of any action by Landlord in forcible entry and detainer,
      ejectment or otherwise, or any execution of any judgment or decree
      obtained in any action to recover possession of the Premises, shall not be
      construed as an election to terminate this Lease whether or not such entry
      or reentry be had or taken under summary proceedings or otherwise and
      shall not be deemed to have absolved or discharged Tenant from any of its
      obligations or liabilities for the remainder of the Term. Tenant shall,
      notwithstanding any such entry or re-entry, continue to be liable for the
      payment of Rent and performance of the covenants conditions and agreements
      by Tenant to be performed set forth in this Lease, and Tenant shall pay
      all monthly deficits in Rent after any such re-entry in monthly
      installments as the amounts of such deficits from time to time are
      ascertained. Nothing herein contained shall be construed as obligating the
      Landlord to relet the whole or any part of the Premises. In the event of
      any entry or taking possession of the Premises as aforesaid, Landlord
      shall have the right, but not the obligation; to remove therefrom all or
      any part of the personal property located therein and may place the same
      in storage at a public warehouse at the expense and risk of the owner or
      owners thereof.

19.   Applicable Law

      This Lease shall be construed in accordance with the laws of New York
      State without regard to the conflict of laws provisions thereof.

20.   No Modification

      This Lease may not be changed, amended or modified except in a writing
      duly executed by all parties herein.


<PAGE>

21.   No Waiver

      Failure of the Landlord to exercise a right or remedy to which it is
      entitled to exercise pursuant to this Lease shall not be deemed a waiver
      of its right to later exercise such right or remedy.

22.   Estoppel Certificates

      Within ten (10) days after Tenant takes possession of the Premises, and
      from time to time thereafter within ten (10) days after request in writing
      there for from Landlord, Tenant agrees to execute and deliver to Landlord,
      or to such other addressee or addressees as Landlord may designate (and
      any such addressee may rely thereon), a statement in writing in a form and
      substance prepared by Landlord, certifying (i) that this Lease is
      unamended and in full force and effect (or identifying any amendments,
      (ii) whether either party hereto is in default hereof (and specifying any
      such default), (iii) the date(s) to which Rent has been paid, and (iv)
      such other matters as Landlord shall reasonably request. In the event that
      Tenant fails to provide such statement within ten (10) days after Tenant
      takes possession of the Premises and from time to time thereafter within
      ten (10) days after Landlord's written request therefor, Tenant does
      hereby irrevocably appoint Landlord as attorney-in-fact of Tenant, coupled
      with an interest, in Tenant's name, place and stead so to do in each and
      every case.

23.   Subordination

      Tenant agrees that this Lease and the Tenant's interest herein shall be
      subordinate to any mortgage, deed of trust, ground or underlying lease, or
      any method of financing or refinancing now or hereafter placed against the
      Premises and/or any or all of the Building of which the Premises is a part
      and/or the land upon which the Building is located; and to all renewals,
      increases, modifications, replacements, consolidations and extensions
      thereof. Upon request of Landlord, Tenant agrees to execute and deliver
      any and all documents as Landlord shall request to evidence such
      subordination as aforesaid.

24.   Destruction

      In the event of the destruction of the Building to such a degree that
      Landlord shall elect to demolish or substantially renovate or rehabilitate
      the Building, Landlord shall have the right to terminate this Lease upon
      notice to Tenant.

25.   Building Alterations and Management

      Landlord shall have the right at anytime without the same constituting an
      eviction and without incurring liability to Tenant therefor to change the
      arrangement and/or location of public entrances, passageways, doors,
      doorways, corridors, elevators, stairs, toilets or other public parts of
      the Building and to change the name, number or designation by which the
      Building may be known. There shall be no allowance to Tenant for dimmution
      of rental value and no liability on the part of Landlord by reason of
      inconvenience, annoyance or injury to business arising from Owner or other
      Tenants making any repairs in the Building or any such alterations,
      additions and improvements.


<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
Lease as of the date first above written.

Briarcliffe Foundation, Inc.
(Landlord)                                (Tenant)

By: ______________________________        By: ____________________________


<PAGE>

GUARANTY

      Guaranty dated November 19, 2004 given by Debbie Seaman, residing at 120
Kellogg St, Oyster Bay, NY 11717 (the "Guarantor"), in favor of THE BRIARCLIFFE
FOUNDATION, INC. a not-for profit corporation having an office at 1055 Stewart
Avenue, Bethpage, New York 11714, (the "Landlord"), which term shall include its
legal representatives, successors and assigns.

                              W I T N E S S E T H:

      WHEREAS, _SearchHelp, Inc. ("Tenant") which term shall include its legal
representatives, successors and assigns), has this day entered into a certain
lease with Landlord with respect to Premises (the "Premises") at 1055 Stewart
Avenue, Bethpage, New York (said lease, as it may be amended from time to time,
herein called the "Lease"), the effectiveness of which is subject to the
execution by Guarantor of this Guaranty; and

      WHEREAS, in order to induce the Landlord to execute the Lease, and in
consideration thereof, the Guarantor, as the parent company of the Tenant as
aforesaid, is willing to execute this Guaranty on the basis hereinafter set
forth.

      NOW, THEREFORE, in consideration of the foregoing it is hereby agreed as
follows:

      1. Guarantee of Obligations.

            (a) The Guarantor hereby absolutely, irrevocably and unconditionally
guarantees that (i) all sums of whatever character stated in the Lease to be
payable by the Tenant to the Landlord or any other party will be promptly paid
in full when due, whether upon default, by acceleration or otherwise, in
accordance with the provisions thereof, and (ii) Tenant will perform and observe
each other agreement, covenant, term and condition in the Lease to be performed
or observed by Tenant (collectively an "agreement"). This Guaranty is
unconditional and absolute, and if for any reason any such sum shall not be paid
promptly when due or any such agreement is not performed by Tenant, the
Guarantor will immediately pay such sum or perform such agreement to or for the
benefit of the person entitled thereto pursuant to the provisions of the Lease,
as may be applicable, as if such sum or agreement constituted the direct and
primary obligation of the Guarantor, regardless of any defenses or rights of
setoff or counterclaims which Tenant may have or assert, (including without
limitation the limitation on damage arising out of a rejection of the Lease by
Tenant, or a trustee appointed for Tenant, in any subsequent bankruptcy case
codified at 11 U.S.C. ss.502 (b)(6), and regardless of whether any person shall
have taken any steps against Tenant or any other person to collect such sum or
enforce such agreement, and regardless of any other condition or contingency.

            (b) All such agreements, covenants, terms and conditions to be
performed and observed, and all sums to be paid, as provided in Paragraph 1(a)
above, together with all costs incurred by Landlord in the collection of any
amounts due under, or in the enforcement of any of the terms of, the Lease,
including without limitation reasonable attorneys' fees, are hereinafter
sometimes called the "Obligations".


<PAGE>

      2. Term. The liability of the Guarantor shall continue until all
Obligations have been paid or complied with in full.

      3. Waiver. The Guarantor waives notice of acceptance of this Guaranty,
notice of presentment, demand for payment or protest of any of the Tenant's
Obligations, and all defenses, offsets and counterclaims which the Tenant may at
any time have to any claim of Landlord with respect to the Obligations.

      4. Amendments. Landlord and Tenant may without the consent of the
Guarantor at any time and from time to time, (a) renew the Lease, or terminate
same prior to the end of the term thereof, (b) amend any provisions of the Lease
including any change in the financial terms therein or any change in the time or
manner of payment thereunder, (c) make any agreement for the extension, payment,
compounding, compromise, discharge or release of any provision of the Lease, or
(d) surrender, deal with or modify the form of, any security which Landlord may
at any time hold to secure the performance of any Obligation, and the guaranty
herein made by the Guarantor shall not be impaired or affected by any of the
foregoing.

      5. No Release. Until such time as all of the Obligations have been paid
and fulfilled to Landlord, the Guarantor shall not be released by any act or
thing which might, but for this paragraph, be deemed a legal or equitable
discharge of a guarantor or surety, or by reason of any waiver, extension,
modification, forbearance or delay or other act or omission of Landlord, or its
failure to proceed promptly or otherwise, or by reason of any further
obligations or agreement between the Tenant or any subsequent owner of the fee
interest in the Premises or the then holder of any mortgage relating to the
payment of any sum secured thereby, or by reason of any action taken or omitted
or circumstances which may or might vary the risk of or affect the rights of the
Guarantor, or by reason of any further dealings between Landlord or any
subsequent owner of the Premises or mortgagee, their respective successors,
legal representatives or assigns, and Tenant, relating to the Lease or
otherwise, and the Guarantor hereby expressly waives and surrenders any defense
to its liability hereunder based upon any of the foregoing acts, omissions,
things, extensions, modifications, forbearance, delays, agreements or waivers,
or any of them, it being the purpose and intent of the parties hereto that the
obligations of the Guarantor hereunder are absolute and unconditional under any
and all circumstances.

      6. Remedies. All remedies afforded to Landlord by reason of this Guaranty
are separate and cumulative remedies, and no one of such remedies, whether or
not exercised by Landlord, shall be deemed to be an exclusion of any other
remedy available to Landlord either at the time same is exercised or thereafter
arising, and shall in no way limit or prejudice any other legal or equitable
remedies which Landlord may have pursuant to this Guaranty and/or the Lease. The
Guarantor hereby waives any and all legal requirements that Landlord institute
any action or proceeding at law or in equity against the Tenant or anyone else,
or exhaust its remedies against the Tenant, or anyone else, with respect to the
Lease, or with respect to any other security held by Landlord, as a condition
precedent to bringing any action or actions in the first instance against the
Guarantor upon this Guaranty. The Guarantor further covenants and agrees that in
the event Landlord is required to bring any proceedings against the Guarantor to
enforce the Obligations, the Guarantor shall reimburse Landlord for any and all
expenses incurred, including but not limited to reasonable attorney's fees
incurred in connection therewith.


<PAGE>

      7. Notices. Any notice or demand given or made under this Guaranty shall
be given or made by mailing the same by certified or registered mail, return
receipt requested or by Federal Express or other recognized overnight courier,
to the party to whom the notice or demand is given or made at the address of
such party set forth in this Guaranty or such other address as such party may
hereafter designate by notice given as provided in this Paragraph "7". Copies of
any notice to Landlord shall also be sent to Meltzer, Lippe & Goldstein, LLP,
190 Willis Avenue, Mineola, New York 11501 - Attn: Ira R. Halperin, Esq.

      8. Severability. In the event any one or more of the provisions contained
in this Guaranty shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability at
the option of Landlord shall not affect any other provision of this Guaranty,
but this Guaranty shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

      9. No Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of such
right or power act as a waiver or relinquishment at any other time or times.

      10. Miscellaneous. Captions herein are for convenience only and shall not
affect the meaning or construction of this Guaranty. This Guaranty (a) shall be
binding upon the Guarantor, its legal representatives, successors and assigns,
and shall inure to the benefit of Landlord, its legal representatives,
successors and assigns, (b) may not be modified or amended except by an
instrument in writing duly executed by Landlord and the Guarantor, and (c) shall
be governed by the laws of the State of New York without regard to principles of
conflicts of laws.

      11. Joint and Several. The liability of each person comprising Guarantor
(if more than one) shall be joint and several.

      IN WITNESS WHEREOF, the Guarantor has executed as of this Guaranty as of
the date first above written.


                                            -----------------------------
                                            Name:

<PAGE>

STATE OF NEW YORK   )
                    ss.:
COUNTY              )

      On the ____ day of ____________, 200__ before me, the undersigned, a
Notary Public in and for said state, personally appeared Debbie Seaman
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

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