Exhibit 3 (i)

                               Agreement of Lease

                                                                         8/24/05
                               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.

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      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

<PAGE>

            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.

      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

<PAGE>

            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.


      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.



      <PAGE>



      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