EXHIBIT 10.8



STANDARD FORM OF LOFT LEASE The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 23rd DAY OF July, 2002, between BALBO REALTY
LLC, having an office at 307 Fifth Avenue, New York, New York party of the first
part,  hereinafter  referred  to as  OWNER  or  LANDLORD,  and  SYSTEMS  SERVICE
TECHNOLOGIES  INC., a New York corporation  having its principal  offices at its
principal  offices at 209 Lafayette  Drive,  Syosset,  New York, New York 11791,
party of the second part, hereinafter referred to as TENANT.

WITNESSETH:  Owner  hereby  leases to Tenant and Tenant  hereby hires from Owner
south  portion of 11th floor,  as shown on the attached plan known as Exhibit A,
in the building known as 253 West 35th Street in the Borough of Manhattan,  City
of New York,  for the term of seven (7) years and five and one half  months  (or
until  such term  shall  sooner  cease and expire as  hereinafter  provided)  to
commence on the  commencement  date and to end on the 31st day of  December  Two
Thousand  and Eight and both dates  inclusive,  at an annual  rental rate of See
Schedule "A" in Rider annexed  hereto which Tenant agrees to pay in lawful money
of the United  States  which  shall be legal  tender in payment of all debts and
dues, public and private, at the time of payment, in equal monthly  installments
in  advance on the first day of each month  during  said term,  at the office of
Owner or such  other  place  as  Owner  may  designate,  without  any set off or
deduction  whatsoever,  except that Tenant  shall pay the first  monthly  xxxxxx
instalment(s) on the execution hereof (unless this lease be a renewal).

     In the  event  that,  at the  commencement  of the term of this  lease,  or
thereafter  Tenant shall be in default in the payment of rent to Owner  pursuant
to the  terms of  another  lease  with  Owner  or with  Owner's  predecessor  in
interest,  Owner may at  Owner's  option  and  without  notice to Tenant add the
amount of such arrears to any monthly  instalment of rent payable  hereunder and
the same shall be payable to Owner as additional rent.

     The parties hereto, for themselves,  their heirs, distributees,  executors,
administrators,  legal representatives,  successors and assigns, hereby covenant
as follows:

Rent:

1. Tenant shall pay the rent as above and as hereinafter provided.

Occupancy:  2.

Tenant shall use and occupy demised  premises for executive and general  offices
and parts  department  of Tenant  engaged in the  wholesale  slae of  electronic
equipment and  servicing of same  provided  such use is in  accordance  with the
certificate of occupancy for the building, if any, and for no other purpose.

Alterations:  3.

Tenant shall make no changes in or to the demised premises of any nature without
Owner's prior written  consent.  Subject to the prior written  consent of Owner,
and to the  provisions of this  article,  Tenant at Tenant's  expense,  may make
alterations,  installations,  additions or improvements which are non-structural
and which do not affect utility services or plumbing and electrical lines, in or
to the interior of the demised  premises using  contractors  or mechanics  first
approved by Owner. Tenant shall, as its expense,  before making any alterations,
additions,  installations  or  improvements  obtain all  permits,  approval  and
certificates required by any governmental or quasi-governmental bodies and (upon
completion)  certificates of final approval  thereof and shall deliver  promptly
duplicates of all such  permits,  approvals and  certificates  to Owner.  Tenant
agrees to carry and will cause  Tenant's  contractors  and sub-  contractors  to
carry such  workman's  compensation,  general  liability,  personal and property
damage  insurance as Owner may require.  If any mechanic's lien is filed against
the demised  premises,  or the building of which the same forms a part, for work
claimed to have been done for, or materials furnished to, Tenant, whether or not
done  pursuant to this  article,  the same shall be  discharged by Tenant within
thirty days thereafter,  at Tenant's expense, by filing the bond required by law
or  otherwise.  All fixtures  and all  paneling,  partitions,  railings and like
installations,  installed  in the  premises at any time,  either by Tenant or by
Owner on Tenant's behalf, shall, upon installation, become the property of Owner
and shall remain upon and be surrendered with the demised premises unless Owner,
by notice to Tenant no later  than  twenty  days  prior to the date fixed as the
termination  of this lease,  elects to  relinquish  Owner's right thereto and to
have them  removed by Tenant,  in which event the same shall be removed from the
demised  premises by Tenant prior to the  expiration  of the lease,  at Tenant's
expense. Nothing in this Article shall be construed to give Owner title to or to
prevent  Tenant's  removal of trade  [fixtures],  moveable office  furniture and
equipment,  but upon  removal of any such from the  premises or upon  removal of
other installations as may be required by Owner. Tenant shall immediately and at
its expense,  repair and restore the premises so the condition existing prior to
installation  and repair any damage to the demised  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 Owner,  either be  retained as
Owner's property or removed from the premises by Owner, at Tenant's expense.

Repairs:

4. Owner shall  maintain and repair the  exterior of and the public  portions of
the building. Tenant shall, throughout the term of this lease, take good care of
the demised  premises  including the bathrooms and lavatory  facilities  (if the
demised premises encompass the entire floor of the building) and the windows and
window  frames and the fixtures and  appurtenances  therein and at Tenant's sole
costs and expense promptly make all repairs thereto and to the building, whether
structural  or  non-structural  in  nature,  caused  by or  resulting  from  the
carelessness,  omission,  neglects  or  improper  conduct  of  Tenant,  Tenant's
servants,  employees,  invitees,  or licensees,  and whether or not arising from
such Tenant  conduct or  omission,  when  required by other  provisions  of this
lease,  including Article 6, Tenant shall also repair all damage to the building
and the demised premises caused by the moving of Tenant's fixtures, furniture or
equipment.  All the aforesaid  repairs shall be of quality of class equal to the
original  work or  construction.  If Tenant  fails,  after ten days  notice,  to
proceed with due  diligence to make repairs  required to be made by Tenant,  the
same may be made by the Owner at the expense of Tenant, and the expenses thereof
incurred by Owner shall be collectible, as additional rent, after rendition of a
bill or statement  therefor.  If the demised premises be or become infested with
vermin, Tenant shall, at its expense, cause the same to be exterminated.  Except
as specifically provided in Article 9 or elsewhere in this lease, there shall be
no allowance to the Tenant for a diminution  of rental value and no liability on
the part of Owner by reason of  inconvenience,  annoyance  or injury to business
arising  from  Owner,  Tenant or others  making or failing to make any  repairs,
alterations,  additions or  improvements in or to any portion of the building or
the  demised  premises or in and to the  fixtures,  appurtenances  or  equipment
thereof.  The provisions of this Article 4 with respect to the making of repairs
shall  not  apply in the case of fire or other  casualty  with  regard  to which
Article 9 hereof shall apply.

Window Cleaning:

5. Tenant will not clean nor require,  permit, suffer or allow any window in the
demised  premises to be cleaned  from the outside in violation of Section 202 of
the New York State Labor Law or any other  applicable law or of the Rules of the
Board of Standards and Appeals or of any other Board or body having or asserting
jurisdiction.

Requirements of Law, Fire Insurance,  Floor Loads:

6. Prior to the commencement of the lease term, if Tenant is then in possession,
and at all times  thereafter,  Tenant shall,  at Tenant's sole cost and expense,
promptly comply with all present and future laws,  orders and regulations of all
state, federal,  municipal and local governments,  departments,  commissions and
boards and any direction of any public officer  pursuant to law, and all orders,
rules  and  regulations  of the New  York  Board  of Fire  Underwriters,  or the
Insurance Services Office, or any similar body which shall impose any violation,
order or duty upon Owner or Tenant with respect to the demised premises, arising
out of Tenant's use or manner of use thereof, or, with respects to the building,
if arising out of Tenant's  use or manner of use of the demised  premises or the
building  (including the use permitted  under the lease).  Except as provided in
Article  30 hereof,  nothing  herein  shall  require  Tenant to make  structural
repairs or  alterations  unless  Tenant has, by its manner of use of the demised
premises or method of operation  therein,  violated  any such laws,  ordinances,
orders,  rules,  regulations or requirements with respect thereto.  Tenant shall
not do or permit any act or thing to be done in or to the demised premises which
is  contrary  to law, or which will  invalidate  or be in  conflict  with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner,  Tenant shall not keep anything in the demised premises except
as  now  or  hereafter   permitted  by  the  Fire  Department,   Board  of  Fire
Underwriters,  Fire Insurance  rating  Organization  and other authority  having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire  insurance  applicable to the  building,  nor use the
premises in a manner which will increase the insurance  rate for the building or
any property  located  therein over that in effect prior to the  commencement of
Tenant's  occupancy.  If by reason of failure to comply with the  foregoing  the
fire  insurance  rate  shall,  at the  beginning  of this  lease  or at any time
thereafter,  be higher than it otherwise  would be, then Tenant shall  reimburse
Owner,  as additional  rent  hereunder,  for that portion of all fire  insurance
premiums  thereafter paid by Owner which shall have been charged because of such
failure by  Tenant.  In any action or  proceeding  wherein  Owner and Tenant are
parties,  a schedule or "make-up"  or rate for the building or demised  premises
issued by a body making fire insurance  rates  applicable to said premises shall
be conclusive  evidence of the facts therein stated and of the several items and
charges in the fire insurance  rates then  applicable to said  premises.  Tenant
shall  not place a load upon any floor of the  demised  premises  exceeding  the
floor load per  square  foot area  which it was  designed  to carry and which is
allowed by law. Owner reserves the right to prescribe the weight and position of
all safes, business machines and mechanical equipment.  Such installations shall
be placed and maintained by Tenant, at Tenant's expense,  in setting sufficient,
in Owner's judgement, to absorb and prevent vibration, noise and annoyance.

Subordination:

7. This lease is subject and subordinate to all ground or underlying  leases and
to all  mortgages  which may now or  hereafter  affect  such  leases or the real
property  of  which   demised   premises  are  a  part  and  to  all   renewals,
modifications,   consolidations,   replacements   and  extensions  of  any  such
underlying  leases and  mortgages.  This clause shall be  self-operative  and no
further  instrument  or  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall execute promptly any certificate that Owner may request.

Tenant's Liability Insurance Property Loss, Damage,  Indemnity:

8. Owner or its agents  shall not be liable for any damage to property of Tenant
or of others  entrusted to employees of the building,  not for loss of or damage
to any property of Tenant by thefts or  otherwise,  nor for any injury or damage
to persons or property  resulting  from any cause of whatsoever  nature,  unless
caused by or due to the negligence of Owner, its agents,  servants or employees:
Owner or its agents shall not be liable for any damage  caused by other  tenants
or persons in, upon or about said building or caused by operations in connection
of any private,  public or quasi public work.  If at any time any windows of the
demised  premises are  temporarily  closed,  darkened or bricked up (permanently
closed,  darkened or bricked  up, if required by law) for any reason  whatsoever
including,  but not limited to Owner's  own acts.  Owner shall not be liable for
any damage  Tenant may sustain  thereby and Tenant  shall not be entitled to any
compensation  therefor nor  abatement or  diminution  of rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction. Tenant
shall  indemnify  and save  harmless  Owner  against  and from all  liabilities,
obligations,  damaged,  penalties,  claims,  costs and  expenses for which Owner
shall not be reimbursed  by insurance,  including  reasonable  attorney's  fees,
paid, suffered or incurred as a result of any breach by Tenant, Tenant's agents,
contractors,  employees, invitees, or licensees, of any covenant or condition of
this lease, or the  carelessness,  negligence or improper conduct of the Tenant,
Tenant's  Agents,  contractors,   employees,  invitees  or  licensees.  Tenant's
liability  under this lease extends to the acts and omissions of any sub-tenant,
and any agent, contractor,  employee, invitee or licensee of any sub- tenant. In
case any action or  proceeding  is brought  against  Owner by reason of any such
claim, Tenant, upon written notice from Owner, will, at Tenant's expense, resign
or defend such  action or  proceeding  by counsel  approved by Owner in writing,
such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

9. (a) If the demised  premises or any part thereof  shall be damaged by fire or
other  casualty,  Tenant shall give  immediate  notice thereof to Owner and this
lease shall continue in full force and effect except as  hereinafter  set forth.
(b) If the demised premises are partially damaged or rendered partially unusable
by fire or other  casualty,  the damages thereto shall be repaired by and at the
expense  of Owner  and the  rent,  until  such  repair  shall  be  substantially
completed, shall be apportioned from the day following the casualty according to
the part of the  premises  which is  usable.  (c) If the  demised  premises  are
totally damaged or rendered wholly unusable by fire or other casualty,  then the
rent shall be  proportionately  paid up to the [time] the date when the premises
shall have been  repaired  and  restored by Owner,  subject to Owner's  right to
elect  not to  restore  the same as  hereinafter  provided.  (d) If the  demised
premises are rendered  wholly  unusable or (whether or not the demised  premises
are damaged in whole or in part) if the building  shall be so damaged that Owner
shall decide to demolish it or to rebuild it, then in any of such events,  Owner
may elect to terminate this lease by written  notice to Tenant,  given within 90
days after such fire or casualty,  specifying a date for the  expiration  of the
lease,  which  date  shall  not be more than 60 days  after  the  giving of such
notice,  and upon the date specified in such notice the term of this lease shall
expire as fully and completely as if such date were the date set forth above for
the  termination of this lease and Tenant shall  forthwith  quit,  surrender and
vacate the premises without  prejudice  however,  to Owner's rights and remedies
against Tenant under the lease  provisions in effect prior to such  termination,
and any rent owing  shall be paid up to such date and any  payments of rent made
by Tenant which were on account of any period  subsequent  to such date shall be
returned to Tenant.  Unless Owner shall serve a  termination  notice as provided
for herein.  Owner shall make the repairs and restorations  under the conditions
of (b) and (c) hereof, with all reasonable expedition,  subject to delays due to
adjustment  of  insurance  claims,  labor  troubles  and causes  beyond  Owner's
control.   After  any  such  casualty,   Tenant  shall  cooperate  with  Owner's
restoration  for removing from the premises as promptly as reasonably  possible,
all of Tenant's  salvageable  inventory and movable  equipment,  furniture,  and
other  property.  Tenant's  liability  for rent shall resume five (5) days after
written notice from Owner that the premises are substantially ready for Tenant's
occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability
that  may  exist  as  a  result  of   damage   from  fire  or  other   casualty.
Notwithstanding  the foregoing,  each party shall look first to any insurance in
its favor before  making any claim against the other party for recovery for loss
or damage  resulting  from fire or other  casualty,  and to the extent that such
insurance is in force and collectible and to the extent  permitted by law. Owner
and Tenant each  hereby  releases  and waives all right of recovery  against the
other or any one claiming through or under each of them by way of subrogation or
otherwise.  The  foregoing  release  and  waiver  shall be in force only if both
releasors'  insurance  policies  contain a clause  providing that such a release
waiver shall not  invalidate  the  insurance.  If, and to the extent,  that such
waiver can be obtained  only by the  payment of  additional  premiums,  then the
parts  benefiting  from the waiver shall pay such premium  within ten days after
written  demand  or shall be  deemed to have  agreed  that the  party  obtaining
insurance  coverage shall be free of any further obligation under the provisions
hereof with respect to waiver of  subrogation.  Tenant  acknowledges  that Owner
will not  carry  insurance  on  Tenant's  furniture  and or  furnishings  or any
fixtures or equipment,  improvements,  or appurtenances  removable by Tenant and
agrees that Owner will not be obligated to repair any damage  thereto or replace
the same.  (f) Tenant  hereby  waives the  provisions of Section 227 of the Real
Property Law and agrees that the  provisions  of this  article  shall govern and
control in lieu thereof.

Eminent Domain: 10.

If the whole or any part of the demised  premises shall be acquired or condemned
by Eminent  Domain for any public or quasi  public use or  purpose,  then and in
that event,  the term of this lease shall cease and  terminate  from the date of
title vesting in such proceeding and Tenant shall have no claim for the value of
any  unexpired  term of said  lease.  Tenant  shall  have  the  right to make an
independent  claim to the condemning  authority for the value of Tenant's moving
expenses and personal property, trade fixtures and equipment, provided Tenant is
entitled  pursuant  to the  terms of the lease to remove  such  property,  trade
fixtures and  equipment  at the end of the term and provided  further such claim
does not reduce Owner's reward.

Assignment, Mortgage, Etc.:

11. Tenant,  for itself,  its heirs,  distributees,  executors,  administrators,
legal representatives, successors and assigns, expressly covenants that it shall
not assign,  mortgage or encumber this  agreement,  nor  underlet,  or suffer or
permit the demised  premises or any part  thereof to be used by others,  without
the prior written consent of Owner in each instance. Transfer of the majority of
the stock of a corporate Tenant shall be deemed an assignment.  If this lease be
assigned, or if the demised premises or any part thereof be underlet or occupied
by anybody other than Tenant,  Owner may, after default by Tenant,  collect rent
from the assignee,  under tenant or occupant, and apply the net amount collected
to the rent herein reserved, but no such assignment,  underletting, occupancy or
collection  shall be deemed a waiver of this covenant,  or the acceptance of the
assignee,  under  tenant or occupant as tenant,  or a release of Tenant from the
further  performance  by  Tenant  of  covenants  on the  part of  Tenant  herein
contained.  The consent by Owner to an assignment or  underletting  shall not in
any wise be construed to relieve  Tenant from  obtaining the express  consent in
writing of Owner to any further assignment or underletting. See paragraph "55th"
in Rider.

Electric Current:

12. Rates and  conditions in respect to submetering  or rent  inclusion,  as the
case may be, to be added in RIDER attached  hereto.  Tenant covenants and agrees
that at all times its use of electric  current  shall not exceed the capacity of
existing leaders to the building or the risers of wiring installation and Tenant
may not use any  electrical  equipment  which,  in Owner's  opinion,  reasonably
exercised, will overload such installations or interfere with the use thereof by
other  tenants  of the  building.  The  change at any time of the  character  of
electric  service shall in no wise make Owner liable or  responsible  to Tenant,
for any loss, damages or expenses which Tenant may sustain.

Access to Premises:

13. Owner or Owner's agents shall have the right (but shall not be obligated) to
enter  the  demised  premises  in any  emergency  at any  time,  and,  at  other
reasonable  times on  reasonable  notice  to  examine  the same and to make such
repairs,   replacements  and  improvements  as  Owner  may  deem  necessary  and
reasonably  desirable to any portion of the building or which Owner may elect to
perform in the premises  after  Tenant's  failure to make repairs or perform any
work which Tenant is obligated to perform  under this lease,  or for the purpose
of  complying  with  laws,  regulations  and other  directions  of  governmental
authorities. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein  provided,  wherever  possible,  they  are  within  walls  or  otherwise
concealed.  Owner may, during the progress of any work in the demised  premises,
take all necessary  materials and equipment into said premises  without the same
constituting  an eviction  nor shall the Tenant be entitled to any  abatement of
rent  while  such work is in  progress  nor to any  damages by reason of loss or
interruption of business or otherwise.  Throughout the term hereof,  Owner shall
have the right to enter the demised 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  and may,  during  said six months  period,  place upon the
premises the usual  notices "To Let" and "For Sale" which  notices  Tenant shall
permit to remain thereon without  molestation.  If Tenant is not present to open
and permit an entry  into the  premises.  Owner or Owner'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 Owner or its agents liable therefor,  nor
in any event shall the obligations of Tenant hereunder be affected.

Vault, Vault Space, Area:

14. No Vaults,  vault space or area,  whether or not  enclosed  or covered,  not
within the property line of the building is leased hereunder, anything contained
in or  indicated  on any  sketch,  blue  print or plan,  or  anything  contained
elsewhere  in  this  lease  to the  contrary  notwithstanding.  Owner  makes  no
representation  as to location of the property line of the building.  All vaults
and vault space and all such areas not within the property line of the building,
which Tenant may be permitted to use and/or occupy is to be used and/or occupied
under a revocable license,  and if any such license be revoked, or if the amount
of such  space  or area be  diminished  or  required  by any  federal,  state or
municipal  authority  or  public  utility.  Owner  shall not be  subject  to nay
liability  nor shall Tenant be entitled to any  compensation  or  diminution  or
abatement of rent,  nor shall such  revocation,  diminution  or  requisition  be
deemed  constructive  or actual  eviction.  Any tax,  fee or charge of municipal
authorities  for such vault or area shall be paid by Tenant,  if used by Tenant,
whether or not specifically leased hereunder.

Occupancy:

15. Tenant will not at any time use or occupy the demised  premises in violation
of the  certificate  of  occupancy  issued for the building of which the demised
premises are a part.  Tenant has  inspected the premises and accepts them as is,
subject to the riders  annexed  hereto with respect to Owner's  work, if any. In
any event, Owner makes no representation as to the condition of the premises and
Tenant  agrees to accept  the same  subject  to  violations,  whether  or not of
record.  If any governmental  license or permit shall be required for the proper
and lawful conduct of Tenant's  business,  Tenants shall be responsible  for and
shall procure and maintain such license or permit.

Bankruptcy:

16. (a) Anything elsewhere in this lease to the contrary  notwithstanding,  this
lease may be cancelled by Owner by sending of a written  notice to Tenant within
a  reasonable  time  after  the  happening  of any one or more of the  following
events:  (1) the  commencement  of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor which is not  dismissed  within 60 days of the
commencement  thereof; or (2) the making by Tenant of an assignment or any other
arrangement for the benefit of creditors under any state statute. Neither Tenant
nor any person claiming through or under Tenant,  or by reason of any statute or
order of court,  shall  thereafter  be entitled to  possession  of the  premises
demised but shall forthwith quit and surrender the premises. If this lease shall
be assigned in  accordance  with its terms,  the  provisions  of this Article 16
shall be  applicable  only to the party then  owning  Tenant's  interest in this
lease.

(b) It is  stipulated  and agreed that in the event of the  termination  of this
lease pursuant to (a) hereof,  Owner shall forthwith,  notwithstanding any other
provisions  of this lease to the  contrary be entitled to recover from Tenant as
and for liquidated  damages an amount equal to the difference between the rental
reserved  hereunder for the  unexpired  portion of the term demised and the fair
and reasonable  rental value of the demised premises for the same period. In the
computation  of such  damages the  difference  between any  installment  of rent
becoming due hereunder after the date of termination and the fair and reasonable
rental value of the demised  premises for the period for which such  installment
was payable shall be discounted to the date of  termination  at the rate of four
percent  (4%) per annum.  If such  premises or any part  thereof be relet by the
Owner  for the  unexpired  term of  said  lease,  or any  part  thereof,  before
presentation  of proof of such  liquidated  damages to any court,  commission or
tribunal, the amounts of rent reserved upon such reletting shall be deemed to be
the fair and  reasonable  rental value for the part or the whole of the premises
so re-let during the term of the  re-letting.  Nothing  herein  contained  shall
limit or prejudice  the right of the Owner to prove for and obtain as liquidated
damages by reason of such termination, an amount equal to the maximum allowed by
any  statute  or rule of law in  effect  at the time  when,  and  governing  the
proceedings in which, such damages are to be proved,  whether or not such amount
be  greater,  equal to, or less than the amount of the  difference  referred  to
above.

Default:

17. (1) If Tenant  defaults in  fulfilling  any of the  covenants  of this lease
other than the covenants  for the payment of rent or additional  rent; or if the
demised  premises becomes vacant or deserted "or if this lease be rejected under
s. 235 of Title 11 of the U.S. Code  (bankruptcy  code);" or if any execution or
attachment shall be issued against Tenant or any of Tenant's property  whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if Tenant shall make default with respect to any other lease  between  Owner and
Tenant;  or if Tenant shall have failed,  after five (5) days written notice, to
redeposit with Owner any portion of the security deposited hereunder which Owner
has  applied to the  payment  of any rent and  additional  rent due and  payable
hereunder  or failed  to move into or take  possession  of the  premises  within
fifteen  (15) days after the  commencement  of the term of this lease,  of which
fact Owner shall be the sole judge; then in any one or more of such events, upon
Owner serving a written five (5) days notice upon Tenant  specifying  the nature
of said default and upon the  expiration  of said five (5) days, if Tenant shall
have  failed to comply with or remedy such  default,  or if the said  default or
omission  complained  of shall be of a nature that the same cannot be completely
cured or remedied within said five (5) day period,  and if Tenant shall not have
diligently  commenced  during such default within such five (5) day period,  and
shall not thereafter  with  reasonable  diligence and in good faith,  proceed to
remedy  or cure such  default,  then  Owner may serve a written  three (3) days'
notice of  cancellation  of this lease upon Tenant,  and upon the  expiration of
said three (3) days this lease and the term  thereunder  shall end and expire as
fully and  completely as if the expiration of such three (3) day period were the
day herein  definitely  fixed for the end and  expiration  of this lease and the
term thereof and Tenant shall then quit and  surrender  the demised  premises to
Owner but Tenant shall remain liable as hereinafter provided.

     (2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as  aforesaid;  or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional  rent herein  mentioned or
any part of either or in making any other payment herein  required;  then and in
any of such  events  Owner may without  notice,  re-enter  the demised  premises
either by force or otherwise,  and dispossess  Tenant by summary  proceedings or
otherwise,  and the legal  representative of Tenant or other occupant of demised
premises and remove their effects and hold the premises as if this lease had not
been  made,  and Tenant  hereby  waives the  service of notice of  intention  to
re-enter or to  institute  legal  proceedings  to that end. If Tenant shall make
default  hereunder prior to the date fixed as the commencement of any renewal or
extension  of this  lease.  Owner may  cancel  and  terminate  such  renewal  or
extension agreement by written notice.

Remedies  of Owner and  Waiver of  Redemption  18. In case of any such  default,
re-entry,  expiration and/or dispossess by summary proceedings or otherwise, (a)
the rent, and additional  rent, shall become due thereupon and be paid up to the
time of such re-entry,  dispossess and/or  expiration,  (b) Owner may re-let the
premises or any part or parts thereof, either in the name of Owner or otherwise,
for a term or terms,  which  may at  Owner's  option be less than or exceed  the
period which would  otherwise have  constituted  the balance of the term of this
lease and may grant concessions or free rent or charge a higher rental than that
in this lease, (c) Tenant or the legal  representatives of Tenant shall also pay
Owner as  liquidated  damages  for the  failure or Tenant to observe and perform
said Tenant" covenants herein contained,  any deficiency between the rent hereby
reserved and or covenanted  to be paid and the net amount,  if any, of the rents
collected on account of the subsequent  lease or leases of the demised  premises
for each month of the period which would otherwise have  constituted the balance
of the term of this lease.  The  failure of Owner to re-let the  premises or any
part or parts thereof shall not release or affect Tenant's liability for damages
in computing such liquidated damages there shall be added to the said deficiency
such expenses as Owner may incur in connection  with  re-letting,  such as legal
expenses,  attorneys' fees,  brokerage,  advertising and for keeping the demised
premises  in good  order or for  preparing  the same  for  re-letting.  Any such
liquidated  damages shall be paid in monthly  installments by Tenant on the rent
day  specified  in this lease and any suit  brought to collect the amount of the
deficiency  for any month shall not  prejudice in any way the rights of Owner to
collect the deficiency for any subsequent month by a similar proceeding.  Owner,
in  putting  the  demised  premises  in good  order  or  preparing  the same for
re-rental may, at Owner's option, make such alterations,  repairs, replacements,
and/or  decorations in the demised  premises as Owner, in Owner's sole judgment,
considers  advisable and  necessary  for the purpose of  re-letting  the demised
premises,  and the making of such  alterations,  repairs,  replacements,  and/or
decorations  shall not operate or be construed to release  Tenant from liability
hereunder as aforesaid.  Owner shall in no event be liable in any way whatsoever
for  failure to re-let the  demised  premises,  or in the event that the demised
premises  are  re-let,  for  failure  to  collect  the rent  thereof  under such
re-letting,  and in no event shall Tenant be entitled to receive any excess,  if
any,  of such net  rents  collected  over the sums  payable  by  Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy  allowed at law or in equity as if re-entry,  summary
proceedings  and other  remedies were not herein  provided for.  Mention in this
lease of any particular remedy,  shall not preclude Owner from any other remedy,
in law or in  equity.  Tenant  hereby  expressly  waives  any and all  rights of
redemption granted by or under any present or future laws.

Fees and Expenses

19. If Tenant shall  default in the  observance  or  performance  of any term or
covenant on Tenant's part to be observed or performed  under or by virtue of any
of the terms or provisions in any article of this lease,  then, unless otherwise
provided  elsewhere  in  this  lease.  Owner  may  immediately  or at  any  time
thereafter and without notice  perform the obligation of Tenant  thereunder.  If
Owner,  in connection  with the  foregoing or in connection  with any default by
Tenant in the covenant to pay rent hereunder,  makes any  expenditures or incurs
any  obligations  for  the  payment  of  money,  including  but not  limited  to
attorney's  fees,  in  instituting,  prosecuting  or  defending  any  action  or
proceedings,  then  Tenant  will  reimburse  Owner  for  such  sums  so  paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's  default shall be deemed to be additional  rent hereunder and
shall be paid by Tenant to Owner  within five (5) days of  rendition of any bill
or statement to Tenant  therefor.  If Tenant's  lease term shall have expired at
the time of making of such expenditures or incurring of such  obligations,  such
sums shall be recoverable by Owner as damages.

Building Alterations and Management:

20.  Owner  shall have the right at any time  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  diminution  of rental  value and no
liability on the part of Owner by reason of  inconvenience,  annoyance or injury
to  business  arising  from  Owner or other  Tenant  making  any  repairs in the
building or any such  alterations,  additions and  improvements.11  Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any  controls  of the manner of access to the  building  by  Tenant's  social or
business  visitors  as the  Owner may deem  necessary  for the  security  of the
building and its occupants.

No Representations by Owner:

21. Neither Owner nor Owner's agents have made any  representations  or promises
with respect to the physical  condition of the building,  the land upon which it
is erected or the demised premises, the rents, leases,  expenses of operation or
any other matter or thing  affecting  or related to the demised  premises or the
building  except as herein  expressly  set forth  and no  rights,  easements  or
licenses are acquired by Tenant by implication or otherwise  except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised  premises and is  thoroughly  acquainted  with their  condition  and
agrees  to take  the  same  "as  is" on the  date  possession  is  rendered  and
acknowledges  that the taking of  possession  of the demised  premises by Tenant
shall be  conclusive  evidence  that the said premises and the building of which
the same form a part were in good and  satisfactory  condition  at the time such
possession was so taken,  except as to latent defects.  All  understandings  and
agreements  heretofore  made  between  the  parties  hereto  are  merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory  agreement  hereafter  made shall be ineffective to
change, modify, discharge or effect and [abandonment] of it in whole or in part,
unless such  executory  agreement is in writing and signed by the party  against
whom  enforcement  of the change,  modification,  discharge  or  abandonment  is
sought.

End of Term:

22. Upon the expiration or other  termination of the term of this lease,  Tenant
shall quit and surrender to Owner the demised  premises,  [broom] clean, in good
order and  condition,  ordinary wear and damages which Tenant is not required to
repair as provided elsewhere in this lease excepted, and Tenant shall remove all
its  property  from the  demised  premises.  Tenant's  obligation  to observe or
perform this covenant shall survive the expiration or other  termination of this
lease. If the last day of the term of this Lease or any renewal  thereof,  falls
on Sunday,  this lease shall expire at noon on the preceding  Saturday unless it
be a legal  holiday  in which  case it  shall  expire  at noon on the  preceding
business day.

Quiet Enjoyment:

23. Owner  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 premises hereby  demised,  subject,  nevertheless,  to the
terms and  conditions of this lease  including,  but not limited to,  Article 34
hereof and to the ground leases,  underlying  leases and mortgages  hereinbefore
mentioned.

Failure to Give Possession:

24. If Owner is unable to give possession of the demised premises on the date of
the commencement of the term hereof, because of the holding-over or retention of
possession of any tenant,  undertenant  or occupants or if the demised  premises
are located in a building being constructed,  because such building has not been
sufficiently  completed to make the premises  ready for  occupancy or because of
the fact that a  certificate  of occupancy has not been procured or if Owner has
not  completed  any work  required to be  performed  by Owner,  or for any other
reason,  Owner  shall  not be  subject  to any  liability  for  failure  to give
possession  on said date and the  validity  of the lease  shall not be  impaired
under such circumstances,  nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for Owner's inability to obtain possession or complete
any work  required)  until after Owner shall have given  Tenant  notice that the
premises are substantially ready for Tenant's occupancy.  If permission is given
to Tenant to enter into the  possession  of the  demised  premises  or to occupy
premises  other than the demised  premises  prior to the date  specified  as the
commencement  of the term of this lease.  Tenant  covenants and agrees that such
occupancy shall be deemed to be under all the terms,  covenants,  conditions and
provisions of this lease,  except as to the covenant to pay rent. The provisions
of this  article  are  intended  to  constitute  "an  express  provision  to the
contrary" within the meaning of Section 223.a of the New York Real Property Law.

No Waiver:

25. The failure of Owner to seek redress for violation of, or to insist upon the
strict  performance  of any covenant or condition of this lease or of any of the
Rules or Regulations, set forth or hereafter adopted by Owner, shall not prevent
a subsequent act which would have originally constituted a violation from having
all the force and effect of an original violation.  The receipt by Owner of rent
with knowledge of the breach of any covenant of this lease shall not be deemed a
waiver of such  breach and no  provision  of this lease  shall be deemed to have
been  waived by Owner  unless  such  waiver be in  writing  signed by Owner.  No
payment by Tenant or receipt by Owner of a lesser  amount than 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 of any check or any
letter  accompanying  any check or  payment  as rent be  deemed  an  accord  and
satisfaction,  and Owner may accept such check or payment  without  prejudice to
Owner's  right to recover the balance of such rent or pursue any other remedy in
this lease  provided.  All checks  rendered  to Owner as and for the rent of the
demised premises shall be deemed payments for the account of Tenant.  Acceptance
by Owner of rent from anyone other than Tenant shall not be deemed to operate as
an  attornment to Owner by the payor of such rent or as a consent by Owner to an
assignment or subletting by Tenant of the demised  premises to such payor, or as
a modification of the provisions of this lease. No act or thing done by Owner or
Owner's agents during the term hereby demised shall be deemed an acceptance of a
surrender of said  premises and no agreement to accept such  surrender  shall be
valid unless in writing  signed by Owner.  No employee of Owner or Owner's agent
shall  have  any  power  to  accept  the  keys of  said  premises  prior  to the
termination  of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.

Waiver of Trial by Jury:

26. It is mutually  agreed by and between  Owner and Tenant that the  respective
parties  hereto  shall  and they  hereby do waive  trial by jury in any  action,
proceeding or  counterclaim  brought by either of the parties hereto against the
other (except for personal injury or property damage) on any matters  whatsoever
arising out of or in any way  connected  with this lease,  the  relationship  of
Owner  and  Tenant,  Tenant's  use of or  occupancy  of said  premises,  and any
emergency statutory or any other statutory remedy. It is further mutually agreed
that in the event Owner  commences any summary  proceeding for possession of the
premises,  Tenant will not interpose any counterclaim under Article 4 except for
statutory mandatory counterclaims.

Inability to Perform:  27. This lease and the  obligation  of Tenant to pay rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in no wise be affected, impaired or excused
because Owner is unable to fulfill any of its obligations under this lease or to
supply or is delayed in  supplying  any service  expressly  or  impliedly  to be
supplied or is unable to make,  or is delayed in making any  repair,  additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment  or fixtures if Owner is  prevented or delayed from so doing by reason
of strike or labour troubles or any cause whatsoever beyond Owner's sole control
including,  but not limited  to,  government  preemption  in  connection  with a
National  Emergency  or by  reason  of any  rule,  order  or  regulation  of any
department or subdivision  thereof of any government  agency or by reason of the
conditions  of supply and demand which have been or are affected by war or other
emergency.

Bills and Notices:

28. Except as otherwise in this lease  provided,  a bill,  statement,  notice or
communication which Owner may desire or be required to give to Tenant,  shall be
deemed  sufficiently  given or  rendered  it, in  writing,  delivered  to Tenant
personally or sent by registered  or certified  mail  addressed to Tenant at the
building  of  which  the  demised  premises  form a part  or at the  last  known
residence  address or business address of Tenant or left at any of the aforesaid
premises  addressed  to Tenant,  and the time of the  rendition  of such bill or
statement and of the giving of such notice or  communication  shall be deemed to
be the  time  when the  same is  delivered  to  Tenant,  mailed,  or left at the
premises  as herein  provided.  Any  notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

Water Charges:

29. If Tenant  requires,  uses or consumes  water for any purpose in addition to
ordinary  lavatory  purposes (of which fact Tenant  constitutes  Owner to be the
sole judge) Owner may install a water meter and thereby  measure  Tenant's water
consumption  for all purposes.  Tenant shall pay Owner for the cost of the meter
and the  cost of the  installation,  thereof  and  throughout  the  duration  of
Tenant's  occupancy Tenant shall keep said meter and  installation  equipment in
good  working  order and repair at  Tenant's  own cost and expense in default of
which Owner may cause such meter and  equipment  to be replaced or repaired  and
collect the cost thereof from Tenant,  as additional rent.  Tenant agrees to pay
for water consumed,  as shown on said meter as and when bills are rendered,  and
on default in making  such  payment  Owner may pay such  charges and collect the
same from Tenant,  as additional  rent.  Tenant  covenants and agrees to pay, as
additional  rent, the sewer rent,  charge or any other tax, rent, levy or charge
which now or hereafter is assessed,  imposed or a lien upon the demised premises
or the realty of which they are part pursuant to law,  order or regulation  made
or issued in  connection  with the use,  consumption,  maintenance  or supply of
water, water system or sewage or sewage connection or system. If the building of
the demised  premises or any part therof is supplied  with water through a meter
through which water is also supplied to other premises Tenant shall pay to Owner
as additional rent, on the first day of each month,  ($25.00) of the total meter
charges as  Tenant's  portion.  Independently  of and in  addition to any of the
remedies reserved to Owner hereinabove or elsewhere in this lease, Owner may sue
for an  collect  any monies to be paid by Tenant of paid by Owner for any of the
reasons or purposes hereinabove set forth.

Sprinklers:

30. Anything elsewhere in this lease to the contrary notwithstanding, if the New
York Board of Fire  Underwriters or the New York Fire Insurance  Exchange or any
bureau,  department  or  official  of the  federal,  state  or  city  government
recommend or require the installation of a sprinkler system or that any changes,
modifications,  alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions,  trade fixtures, or other contents of the demised
premises,   or  for  any  other  reason,   or  if  any  such  sprinkler   system
installations,  modifications,  alterations, additional sprinkler heads or other
such  equipment,  become  necessary  to prevent the  imposition  of a penalty or
charge against the full  allowance for a sprinkler  system to the fire insurance
rate set by any said Exchange or by any fire insurance company. Tenant shall, at
Tenant's expense,  promptly make such sprinkler system  installations,  changes,
modifications,  alterations,  and  supply  additional  sprinkler  heads or other
equipment  as  required  whether  the  work  involved  shall  be  structural  or
non-structural  in nature.  Tenant shall pay to Owner as additional rent the sum
of 7.15% on the  first  day of each  month  during  the term of this  lease,  as
Tenant's portion of the contract price for sprinkler supervisory service.

Elevators, Heat, Cleaning:

31. As long as Tenant is not in default under any of the covenants of this lease
Owner shall:  [(a) and (b)]  omitted] (c) furnish heat to the demised  premises,
when and as  required by law,  on  business  days from 8 a.m.  to 6 p.m.;  Owner
reserves  the right to stop  service  of the  heating,  elevator,  plumbing  and
electric systems, when necessary,  by reason of accident,  or emergency,  or for
repairs,  alterations,  replacements or  improvements,  in the judgment of Owner
desirable or necessary to be made, until said repairs, alterations, replacements
or improvements shall have been completed.

Security:

32.  Tenant has  deposited  with Owner the sum of  $20,350.00 as security of the
faithful provisions and conditions of this lease; it is agreed that in the event
Tenant defaults in respect of any of the terms, provision and conditions of this
lease,  including,  but not limited to, the payment of rent and additional rent,
Owner my use, apply or retain the whole or any part of the security so deposited
to the extent  required for the payment of any rent and  additional  rent or any
other sum as to which Tenant is in default or for any sum which Owner may expend
or may be required to expend by reason of Tenant's  default in respect of any of
the terms,  covenants and conditions of this lease,  including,  but not limited
to, any damages or deficiency  in the  reletting of the  premises,  whether such
damages or  deficiency  accrued  before or after  summary  proceedings  or other
re-entry by Owner.  In the event that Tenant shall fully and  faithfully  comply
with all of the terms,  provisions,  covenants and conditions of this lease, the
security  shall be  returned  to Tenant  after the date  fixed as the end of the
Lease and after delivery of entire  possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the  building,  of
which the demised  premises form a part,  Owner shall have the right to transfer
the  security to the vendee of leasee and Owner shall  thereupon  be released by
Tenant  from all  liability  solely for the return of said  security,  and it is
agreed that the  provisions  hereof shall apply to every  transfer or assignment
made of the security to a new Owner.  Tenant further  covenants that it will not
assign or encumber or attempt to assign or encumber the monies  deposited herein
as security and that neither Owner nor its  successors or assigns shall be bound
by  any  such  assignment,   encumbrance,   attempted  assignment  or  attempted
encumbrance. See paragraph 89th in Rider.

Captions:

33. The Captions are inserted 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 provision thereof.

Definitions:

34. The term "Owner" as used in this lease means only the owner of the fee or of
the leasehold of the  building,  or the  mortgagee in  possession,  for the time
being of the land and  building  (or the owner of a lease of the  building or of
the land and building) of which the demised premises form a part, so that in the
event of any sale or sales of said land and building or of said lease, or in the
event of a lease of said building,  or of the land and building,  the said Owner
shall  be and  hereby  is  entirely  freed  and  relived  of all  covenants  and
obligations  of Owner  hereunder,  and it shall be deemed and construed  without
further  agreement  between  the parties or their  successors  in  interest,  or
between the parties and the  purchaser,  at any such sale, or the said lessee of
the building,  or of the land and building,  that the purchaser or the lessee of
the  building  has  assumed  and agreed to carry out any and all  covenants  and
obligations of Owner  hereunder.  The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.  The term "rent"
includes  the annual  rental rate whether  so-expressed  or expressed in monthly
installments,  and  "additional  rent".  "Additional  rent" means all sums which
shall be due to new Owner from  Tenant  under this  lease,  in  addition  to the
annual  rental  rate.  The term  "business  days" as used in this  lease,  shall
exclude  Saturdays  (except such portion thereof as is covered by specific hours
in Article 31  hereof),  Sundays  and all days  observed by the State or Federal
Government as legal holidays and those  designated as holidays by the applicable
building service union employees service contract or by the applicable Operating
Engineers  contract  with  respect to HVAC  service.  Wherever  it is  expressly
provided in this lease that consent  shall not be  unreasonably  withheld,  such
consent shall not be unreasonably delayed.

Adjacent Excavation - Sharing:

35. If an excavation  shall be made upon land adjacent to the demised  premises,
or shall be authorized to be made,  Tenant shall afford to the person causing or
authorized to cause such excavation,  license to enter upon the demised premises
for the  purpose  of doing such work as said  person  shall  deem  necessary  to
preserve the wall or the  building of which  demised  premises  form a part from
injury or damage and to support the same by proper foundations without any claim
for damages or indemnity against Owner, or diminution or abatement of rent.

Rules and Regulations:

36. Tenant and Tenant's servants,  employees,  agents,  visitors,  and licensees
shall observe  faithfully,  and comply  strictly with, the Rules and Regulations
annexed hereto and such other and further  reasonable  Rules and  Regulations as
Owner or Owner's  Agent may from time to time  adopt.  Notice of any  additional
rules or regulations  shall be given in such manner as Owner may elect.  In case
Tenant  disputes  the  reasonableness  of  any  additional  Rule  or  Regulation
hereafter made or adopted by Owner or Owner's  agents,  the parties hereto agree
to submit the  question of the  reasonableness  of such Rule or  Regulation  for
decision to the New York office of the American Arbitration  Association,  whose
determination  shall be final and conclusive upon the parties hereto.  The right
to dispute the reasonableness of any additional Rule or Regulation upon Tenant's
part shall be deemed  waived  unless the same shall be  asserted by service of a
notice,  in writing  upon Owner  within ten (10) days after the giving of notice
thereof. Nothing in this lease contained shall be construed to impose upon Owner
any duty or obligation to enforce the Rules and Regulations or terms,  covenants
or  conditions  in any other lease,  as against any other tenant and Owner shall
not be liable to  Tenant  for  violation  of the same by any other  tenant,  its
servants, employees, agents, visitors or licensees.


Glass:

37.  Owner shall  replace,  at the expense of the Tenant,  any and all plate and
other glass damaged or broken from any cause whatsoever in and about the demised
premises. Owner may insure, and keep insured, at Tenant's expense, all plate and
other glass in the demised premises for and in the name of Owner.  Bills for the
premiums  therefor  shall be  rendered by Owner to Tenant at such times as Owner
may elect, and shall be due from, and payable by, Tenant when rendered,  and the
amount thereof shall be deemed to be, and be paid, as additional rent.

Estoppel Certificate:

38.  [DELETED]

Directory Board Listing:

39. If, at the request of and as accommodation to Tenant, Owner shall place upon
the directory  board in the lobby of the building,  one or more names of persons
other than Tenant,  such  directory  board listing shall not be construed as the
consent by Owner to an  assignment  or  subletting  by Tenant to such  person or
persons.


Successors and Assigns:

40. The covenants,  conditions and agreements contained in this lease shall bind
and  inure to the  benefit  of Owner and  Tenant  and  their  respective  heirs,
distributees,  executors,  administrators,  successors,  and except as otherwise
provided in this lease, their assigns.  Tenant shall look only to Owner's estate
and interest in the land and building for the satisfaction of Tenant's  remedies
for the  collection of a judgment (or other judicial  process)  against Owner in
the event of any default by Owner hereunder,  and no other property or assets of
such Owner (or any partner,  member,  officer or director thereof,  disclosed or
undisclosed),  shall  be  subject  to  levy,  execution,  or  other  enforcement
procedure for the  satisfaction  of Tenant's  remedies  under or with respect to
this lease, the relationship of Owner and Tenant hereunder,  or Tenant's use and
occupancy of the demised premises.

(CONTINUED  ON RIDER  CONTAINING  ARTICLES  41 THROUGH 66,  INCLUSIVE,  ATTACHED
HERETO AND MADE A PART HEREOF.)

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

Witness for Owner:                           BALBO REALTY LLC

- -----------------                          By: /s/ MARVIN R. SHULSKY
                                             Marvin R. Schulsky, Member

Witness for Tenant

- -----------------                          SYSTEMS SERVICE TECHNOLOGIES, INC.

                                             BY: /s/JOHN A. POSERINA
                                             John A. Poserina
                                             Chief Financial Officer


                                 ACKNOWLEDGMENTS

CORPORATE TENANT

STATE OF NEW YORK, no.:

County of

On          this                                  day

of                               , 19     , before me

personally came


to me known, who being by me duly sworn, did depose and say
that he resides



and 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.


INDIVIDUAL TENANT

STATE OF NEW YORK no.:

County of

On          this                                  day
of                               , 19     , before me



personally came



to  me known and known to me to be the individual described
in and who, as TENANT, executed

the   foregoing   instrument   and   acknowledged   to   me
that                he executed the same.



<PAGE>




                               * * * * * * * * * *
                              IMPORTNT PLEASE READ

                        RULES AND REGULATIONS ATTACHED TO
                          AND MADE A PART OF THIS LEASE
                          IN ACCORDANCE WITH ARTICLE 36

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
airways,  corridors or halls shall not be obstructed or encumbered by any Tenant
or used for any  purpose  other  than for  ingress  or 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 Owner.
There  shall not be [ ] in any  space,  or in the public  hall of the  building,
either  by  any  Tenant  or by [ ] or  others  in the  delivery  or  receipt  of
merchandise,  any hand  trucks,  except  those  equipped  with rubber  tires and
sideguards.  If said  premises are situated on the ground floor of the building.
Tenant thereof shall further, at Tenant's expense, keep the sidewalk and curb in
front of said premises clean and free from ice, snow, dirt and rubbish.

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 carpet,  rug or other article shall be hung or shaken out of any window of
the building; and no Tenant shall sweep or throw or permit to be swept or thrown
from the demised 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 Tenant shall not use,  keep or permit to be used or kept any foul 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 Owner
or  other  occupants  of  the  buildings  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 Owner.

5. No sign,  advertisement,  notice  or  other  lettering  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  premises  without  the prior  written
consent of Owner, except that the name of Tenant may appear on the entrance door
of the  premises.  In the event of the violation of the foregoing by any Tenant,
Owner 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  tablet  shall be  inscribed,  painted or affixed  for each
Tenant by Owner at the expense of such Tenant, and shall be of a size, color and
style acceptable to Owner.

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  Owner,  and as Owner 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 linoleum or other similar floor covering
is desired to be used in interlining of builder's  deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, 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 mechanism  thereof.  Each Tenant must,  upon the  termination of his tenancy,
restore to Owner 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 Owner 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 on the
freight  elevators  and through the service  entrances and  corridors,  and only
during  hours and in a manner  approved by Owner.  Owner  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  of the
lease of which these Rules and Regulations are a part.

9. No Tenant shall obtain for use upon the demised premises ice, drinking water,
towel and other similar services,  or accept barbering or bootblacking  services
in the demised premises,  except from persons  authorized by Owner, and at hours
and under regulations fixed by Owner. Canvassing, soliciting and peddling in the
building is prohibited and each Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building between the hours of 6
p.m. and 8 a.m. on business days, after 1 p.m. on Saturdays, and at all hours on
Sundays and legal holidays all persons who do not present a pass to the building
signed by Owner.  Owner  will  furnish  passes to  persons  for whom any  Tenant
requests same in writing.  Each Tenant shall be responsible  for all persons for
whom he  requests  such  pass and  shall be liable to Owner for all acts of such
persons.  Notwithstanding  the  foregoing,  Owner shall not be required to allow
Tenant or any person to enter or remain in the building, except on business days
from 8:00 a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m. to 1:00 p.m. Tenant
shall  not have a claim  against  Owner by reason  of Owner  excluding  from the
building any person who does not present such pass.

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

12.  Tenant shall not bring or permit to be brought or kept in or on the demised
premises, any inflammable, combustible 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 demised
premises.

13.  Tenant  shall not use the demised  premises in a manner  which  disturbs or
interferes with other Tenants in the beneficial use of their premises.

     THE  SUBMISSION  OF THIS LEASE TO TENANT FOR  EXAMINATION  OR FOR SIGNATURE
SHALL NOT BE DEEMED TO CREATE OR EVIDENCE A  RESERVATION  OR OPTION OR ANY RIGHT
WITH  RESPECT TO THE DEMISED  PREMISES OR ANY OTHER SPACE IN THE BUILDING AND IT
IS UNDERSTOOD  THAT THIS LEASE SHALL NOT BE EFFECTIVE AND NEITHER PARTY SHALL BE
BOUND THEREUNDER UNLESS IT IS EXECUTED AND DELIVERED BY BOTH PARTIES.

<PAGE>
INSERTS TO AGREEMENT OF LEASE DATED AS OF JULY 9, 2002, BETWEEN BALBO REALTY
LLC, AS OWNER, AND SYSTEMS SERVICE TECHNOLOGIES, INC., AS TENANT, COVERING THE
SOUTH PORTION OF 11TH FLOOR IN THE BUILDING KNOWN AS 253 WEST 35TH STREET, NEW
YORK, NEW YORK

(2A) , together with the right to store parts incidental thereto)

(1)  reasonably

(2)  Intentionally Deleted Prior to Execution

(3)  after notice

(3A) or bonded

(3B) Notwithstanding  the  foregoing,  financing  statements  may  be  filed  in
     connection  with the  financing  of  Tenant's  trade  fixtures,  machinery,
     equipment, signs, inventory and personal property.

(4)  (collectively, "Requirements")

(5)  which would otherwise be

(6)  reasonable

(6A) Tenant shall not be responsible to correct any violation issued against the
     Demised Premises prior to the date of this Lease.

(6B) or willful misconduct

(6C) Nothing  contained  herein shall be deemed to obligate  Tenant to indemnify
     Owner from any cost, loss,  liability or expense resulting from Owner's own
     negligence  or  willful  misconduct  or that of its  employees,  agents  or
     contractors.

(7)  or totally inaccessible

(8)  proceeding with reasonable diligence

(9)  , and the rents shall be prorated

(10) upon at least twenty-four (24) hours notice (which notice may be oral)

(11) , upon at least twenty-four (24) hours prior notice (except in the event of
     an emergency or if required pursuant to Requirements),  which notice may be
     oral,

(11A)Owner shall to the extent reasonably  practicable install such pipes, ducts
     and conduits by such methods and at such  locations as will not result in a
     reduction of the material  useable space of the Demised Premises (except to
     a de minimus degree). If the installation of such pipes, ducts and conduits
     results in the  reduction  of the  material  usable  portion of the Demised
     Premises,  the fixed rent under Article 64 hereunder and  additional  rents
     under Article 41 hereunder shall be abated in an amount thereof apportioned
     according to the area of the Demised Premises so reduced.

(12) business

(13) (or at other times in the event of an emergency or if required  pursuant to
     Requirements)

(14) (in the event of an emergency or if required pursuant to Requirements)

(14A) (except pursuant to a permissible assignment or sublet of this Lease)

(14B) sixty (60)

(14C) provided the same do not prevent Tenant's access to the Demised Premises

(15) Except as expressly provided herein, neither

(16) and damage by fire or other insurable casualty

(17) either party

(18) or payment by Tenant (19) or Tenant

(20) such party

(21) or by reason of any other cause beyond Owner's reasonable control

(22) The same shall be done with a minimum of  inconvenience to Tenant and Owner
     shall pursue the alteration with due diligence; provided that except in the
     case of an  emergency  or if  pursuant to  Requirements,  Owner will notify
     Tenant in advance, if possible,  of any such stoppage and if ascertainable,
     its right of entry or making such repairs,  replacements or improvements or
     performing  any work in the  Demised  Premises  which might  interrupt  any
     services  provided  to Tenant,  Owner shall use its  reasonable  efforts to
     minimize  interference  with  Tenant's  use and  occupancy  of the  Demised
     Premises  in making  any such  repairs,  replacements  or  improvements  or
     performing  any such work;  provided,  however,  that  Owner  shall have no
     obligation to employ  contractors  or labor at so-called  overtime or other
     premium  pay  rates or to  incur  any  other  overtime  costs  or  expenses
     whatsoever.  However, at Tenant's  reasonable  request,  Owner shall employ
     contractors  or labor at so-called  overtime or other premium pay rates and
     incur any other overtime costs or expenses in connection with such entry or
     making such repairs,  alterations,  additions or improvements or performing
     any work in the  Demised  Premises,  and  Tenant  shall  pay to  Owner,  as
     additional  rent,  within ten (10) business  days after  demand,  an amount
     equal to the difference between the overtime or other premium pay rates and
     the  regular  pay rates for such  labor  and any  other  overtime  costs or
     expenses so incurred.

(23) or by local  32B-32J,  Building  Service  Employees  Union,  AFL-CIO or any
     successor thereto,

(24) , upon  reasonable  prior  notice  to  Tenant  (except  in the  event of an
     emergency or if required pursuant to Requirements),

(25)     by informal arbitration pursuant to Article 48 hereof.

(25A)All rules and regulations  hereinafter instituted by Owner shall be applied
     substantially  uniformly  against  all  similarly  situated  tenants in the
     Building.

(26) , unless  caused by  Tenant,  Tenant's  subtenants,  agents,  employees  or
     invitees.

(27) Owner shall hold any cash security hereunder on an interest-bearing  basis,
     the interest on which,  less one (1%) percent of the principal  deducted by
     Owner for its  administrative  costs, shall be remitted to Tenant when such
     security is returned to Tenant.




<PAGE>



(A)      Notwithstanding anything to the contrary in this Lease, Owner makes no
         representation as to (i) the legal use of the Demised Premises, or (ii)
         whether the use complies with the Certificate of Occupancy, a copy of
         which is attached hereto known as Exhibit D, or any applicable zoning
         requirements or regulations. Tenant warrants and represents that no
         express or implied warranties, representations or agreements on the
         part of Owner with reference to the usability of the Demised Premises
         or for the purposes for which Tenant intends to use same.


<PAGE>



RIDER ANNEXED TO AND MADE A PART OF THE LEASE DATED AS OF JULY 9, 2002, BETWEEN
BALBO REALTY LLC, AS OWNER, AND SYSTEMS SERVICE TECHNOLOGIES, INC., AS TENANT,
COVERING SOUTH PORTION OF 11TH FLOOR IN THE BUILDING KNOWN AS 253 WEST 35TH
STREET, NEW YORK, NEW YORK


41.  Adjustments of Rents

     (a) As used in this  Article 41, the words and terms which  follow mean and
include the following:

     (1) "Tax Year" shall mean each period of twelve (12) months,  commencing on
the first day of July of each such period,  in which occurs any part of the term
of this Lease or such other period of twelve months occurring during the term of
this Lease as  hereafter  may be duly adopted as the fiscal year for real estate
tax purposes of the City of New York.

     (2) "Tenant's Proportionate Share" shall mean 3.90%.

     (3) "Real Estate  Taxes"  shall mean the real estate taxes and  assessments
(including  special  or  extraordinary  assessments)  and sewer and water  rents
imposed upon the building and the land. If, due to a future change in the method
of taxation,  any franchise,  income,  profit or other tax, however  designated,
shall be levied  against Owner in  substitution  for, in whole or in part, or in
lieu of any tax  which  would  otherwise  constitute  a Real  Estate  Tax,  such
franchise,  income,  profit or other tax shall be deemed to be  included  in the
term "Real Estate Taxes".

     (4) "Real  Estate Tax Base" shall mean the average of the Real Estate Taxes
for the Tax Year commencing July 1, 2001, and ending June 30, 2002, and the Real
Estate Taxes for the Tax Year commencing July 1, 2002, and ending June 30, 2003,
as finally determined.

     (5)  "Escalation  Statement"  shall mean a statement  in writing  signed by
Owner,  setting  forth the amount  payable by Tenant  for a  specified  Tax Year
pursuant to this Article 41.

     (b) In addition to the sums  payable  under the  provisions  of the printed
form of the Lease,  Tenant shall pay as additional  rent for each Tax year a sum
(hereinafter   referred  to  as  "Tenant's  Tax  Payment")   equal  to  Tenant's
Proportionate  Share of the amount by which the Real  Estate  Taxes for such Tax
Year  exceed the Real  Estate Tax Base.  Tenant's  Tax Payment for each Tax Year
shall be due and payable in two (2) equal installments, in advance, on the first
day of each June and December  during each Tax year,  based upon the  Escalation
Statement  furnished prior to the commencement of such Tax Year, until such time
as a new Escalation  Statement for a subsequent Tax Year shall become effective.
If an Escalation  Statement is furnished to Tenant after the  commencement  of a
Tax Year in respect of which  such  Escalation  Statement  is  rendered,  Tenant
shall, within fifteen (15) days thereafter,  pay to Owner an amount equal to the
amount of any underpayment of Tenant's Tax Payment with respect to such Tax Year
and,  in the  event of any  overpayment,  Owner  shall  permit  Tenant to credit
against  subsequent  payments  under  this  paragraph  the  amount  of  Tenant's
overpayment.  If there shall be any  increase  in Real Estate  Taxes for any Tax
Year,  whether  during or after such Tax Year, and Tenant's Tax Payment for such
Tax Year shall be adjusted and paid substantially in the same manner as provided
in the preceding  sentence.  If during the term of this Lease, Real Estate Taxes
are required to be paid (either to the appropriate  taxing authorities or as tax
escrow  payments  to a  superior  mortgagee)  in full or in  monthly,  or  other
installments,  on any other date or dates than as  presently  required,  then at
Owner's option,  Tenant's Tax Payments shall be  correspondingly  accelerated or
revised so that said  Tenant's  Tax  Payments  are due at least thirty (30) days
prior to the date  payments  are due to the taxing  authorities  or the superior
mortgagee.  The benefit of any discount for any early  payment or  prepayment of
Real Estate Taxes shall accrue  solely to the benefit of Owner and such discount
shall not be subtracted  from Real Estate  Taxes.  If the Building is or becomes
part of a Business  Improvement  District or a similar type association,  Tenant
shall  pay its  proportionate  share of any fees or  assessments  levied by said
association  as additional  rent. If the real estate tax fiscal year of The City
of New York shall be  changed  during the term of this  Lease,  any Real  Estate
Taxes for such fiscal year, a part of which is included  within a particular Tax
Year and a part of which is not so included,  shall be  apportioned on the basis
of the number of days in such fiscal year  included in the  particular  Tax Year
for the purpose of making the  computations  under this paragraph.  Tenant shall
pay,  as  additional  rent on  demand,  its  proportionate  share of any and all
expenses incurred by Owner in contesting the validity of, in seeking a reduction
in, or in seeking to prevent an increase in any Real Estate Taxes.  In the event
of a reduction of the Real Estate  Taxes after  Tenant shall have paid  Tenant's
Proportionate  Share of such  payment,  Tenant  shall be entitled to receive its
Proportionate  Share of such  reduction  (less any  expenses,  including but not
limited to counsel fees, incurred by Owner in connection with such reduction).

     (c) In the event that (i) the date of the  expiration or other  termination
of this Lease shall be a day other than the last day of a Tax Year or (ii) there
is any  increase  or decrease  in the size of the  Demised  Premises  (as may be
provided in this Lease),  then in such event in applying the  provisions of this
Article 41 with respect to any Tax Year in which such event shall have occurred,
appropriate adjustments shall be made to reflect the occurrence of such event on
a basis consistent with the principles underlying the provisions of this Article
41 taking into  consideration  (y) the portion of such Tax Year which shall have
elapsed prior to the date of such expiration or termination and, (z) in the case
of any such increase or decrease,  the portion of the Demised  Premises to which
the same relates.

     (d) Payments shall be made pursuant to this Article 41 notwithstanding  the
fact that an Escalation Statement is furnished to Tenant after the expiration of
the term of this Lease.

     (e) In no event shall the annual  rental rate ever be reduced by  operation
of this Article 41 and the rights and  obligations of Owner and Tenant under the
provisions of this Article 41 with respect to any additional  rent shall survive
the termination of this Lease.

     (f) Owner's  failure to render an Escalation  Statement with respect to any
Tax Year shall not prejudice  Owner's  right to thereafter  render an Escalation
Statement with respect thereto or with respect to any subsequent Tax Year.

     (g) Each  Escalation  Statement shall be conclusive and binding upon Tenant
unless within sixty (60) days after receipt of such Escalation Statement, Tenant
shall  notify  Owner  that  it  disputes  the  correctness  of  such  Escalation
Statement, specifying the particular respects in which such Escalation Statement
is claimed to be incorrect. Any dispute relating to any Escalation Statement not
resolved within ninety (90) days after the giving of such  Escalation  Statement
may be submitted to  arbitration  by either party pursuant to Article 48 hereof.
Pending the  determination of such dispute,  Tenant shall pay additional rent in
accordance  with the  Escalation  Statement  that Tenant is  disputing,  without
prejudice to Tenant's position.

     (h) Upon Tenant's written  request,  which request may be made no more than
once in any Tax Year, Owner shall provide Tenant with a copy of the tax bill for
such Tax Year provided  Owner is in actual  possession of a copy of the tax bill
for such Tax Year.

     (i) Notwithstanding  anything to the contrary contained in this Article 41,
Tenant  shall  not be  required  to pay any  portion  of  Tenant's  Tax  Payment
attributable  to the period  commencing on the  Commencement  Date and ending on
June 30, 2003.

42.      Intentionally Deleted Prior to Execution


43.      Electricity

     (a) Tenant  agrees to make its own  arrangements  with the  public  utility
company (the "Utility")  servicing the Demised Premises for electric service and
for the payment of all charges for electricity consumed by Tenant in the Demised
Premises.  In no event shall Owner be responsible  for the supply of electricity
or for the charges for electricity  consumed at the Demised  Premises by Tenant.
Owner represents that the Demised Premises are directly metered, that a meter is
currently  existing  for the  Demised  Premises  for use by Tenant and that such
meter is in working order.  Tenant shall keep all electric meters and electrical
equipment  exclusively serving the Demised Premises in good order and repair, at
it own cost and expense.

     (b) Owner  shall not be liable  in any way to  Tenant  for any  failure  or
defect in the supply or character of electric  service  furnished to the Demised
Premises by reason of any requirement, act or omission of the Utility or for any
other reason not attributable to the negligence of Owner, whether electricity is
provided by public or private  utility or by any electricity  generation  system
owned and operated by Owner.

     (c)  Tenant  shall at all  times  comply  with the  rules  and  regulations
applicable to service, equipment, wiring and requirements of the Utility. Tenant
shall not use any electrical  equipment which, in Owner's  reasonable  judgment,
would exceed the  capacity of the  existing  risers,  conductors  and  equipment
serving the Demised  Premises or interfere with the electrical  service to other
tenants  of the  Building.  Tenant  shall  not make or  perform  or  permit  the
performing  of any  alterations  to wiring  installation  for  other  electrical
facilities in or serving the Demised Premises without the prior consent of Owner
in each instance,  which consent shall not be unreasonably  withheld or delayed.
Should Owner grant any such consent,  all additional  risers or other  equipment
required therefor shall be installed by Owner and the cost thereof shall be paid
by Tenant as  additional  rent,  payable upon demand.  Tenant shall  furnish and
install,  at its expense,  all  replacement  lighting  tubes,  lamps,  bulbs and
ballasts required in the Demised Premises.

     (d) The  Utility  currently  serving the Demised  Premises  (the  "Electric
Service  Provider")  is Con Edison.  Owner shall have the right  (subject to any
applicable  laws), at any time and from time to time, to contract for electrical
service to the Building from a different utility company or companies  providing
electrical service (the "Alternate  Service  Provider").  In such event,  Tenant
shall (i) contract for electricity from the Alternate Service Provider, and (ii)
cooperate with Owner, the Electric  Service  Provider and any Alternate  Service
Provider and shall  (subject to the  provisions of Article 13) provide access to
the Demised  Premises,  electric lines,  feeders,  risers,  wiring and any other
machinery or equipment in the Demised  Premises.  Unless the use of an Alternate
Service  Provider is required under any  Requirement,  Owner shall pay all costs
and  expenses  incurred  by Tenant in  connecting  to and  obtaining  electrical
service from the Alternate Service Provider (including,  without limitation, the
cost of installation of any additional  electrical lines,  feeders and risers in
connection therewith).  In no event, however, shall Owner be required to pay for
any portion of the cost of Tenant's electric service.

     (e) The  electrical  wiring  conductors,  feeders,  meters  and  disconnect
switches  serving the Demised Premises shall have a nominal capacity of not less
than 150  amps,  three  phase,  208 volts in  accordance  with the New York City
electrical code and other similar Requirements.

44.      Addendum to Article 3

     (a) Anything  contained in this Article 3 to the contrary  notwithstanding,
Owner's  consent shall not be  unreasonably  withheld or delayed with respect to
any cosmetic, nonstructural Tenant's Changes, provided that (x) consent for such
Tenant's  Change is not required by any third party (such as, by way of example,
a mortgagee or ground  lessor),  and (y) such Tenant's Change (i) is not visible
from the outside of the Building,  (ii) does not affect any part of the Building
other than the Demised  Premises,  (iii) does not affect any service required to
be furnished by Owner to any other tenant or occupant of the Building, (iv) does
not affect the proper functioning of any Building Systems (hereinafter defined),
(v)) does not impair or diminish the value or utility of the Building,  and (vi)
does not affect the  Certificate  of  Occupancy  for the Building or the Demised
Premises.   Owner's  consent  shall  not  be  required  with  respect  to  those
nonstructural  Tenant's  Changes  which are merely  cosmetic  or  decorative  in
nature,  comply with the provisions of clauses (i) - (vi) above, and the cost of
which  are  less  than  THIRTY-FIVE  THOUSAND  &  00/100  ($35,000.00)  DOLLARS,
provided,  however,  that such Tenant's  Changes shall otherwise be performed in
accordance  with the  provisions  of this Lease.  With respect to mere  cosmetic
and/or decorative  Tenant's Changes,  Tenant shall only be required to submit to
Owner a  reasonably  detailed  schematic  design or  description  and such other
information  as shall be  reasonably  requested  by  Owner.  The term  "Building
Systems" shall mean the mechanical,  gas,  electrical,  sanitary,  heating,  air
conditioning,  ventilating,  elevator,  plumbing,  life-safety and other service
systems of the Building.

     (b)  In  addition  to  Owner's  right  to  require  Tenant  to  remove  its
installations and additions contained in Article 3 hereof, Owner shall, if it so
elects,  remove the same after the  expiration  of the term  hereof and the cost
incurred by Owner in connection therewith shall be reimbursed by Tenant to Owner
promptly after written demand therefor.

45.      Addendum to Article 9

     Anything contained in Article 9 hereof to the contrary notwithstanding,  in
the event of partial  damage to the  Demised  Premises  by fire or other  cause,
Owner shall make such repairs  resulting from such damage as provided in Article
9. In the event of such partial  damage by fire or other  cause,  the rent until
such repairs shall be made shall be apportioned only if: (1) such partial damage
is not due to fault or neglect of Tenant, Tenant's servants,  employees, agents,
visitors or licensees,  and (ii) the Demised Premises are rendered  untenantable
at least in part as a result of such damage;  if such  apportionment  is made of
rental  because  of  partial  damage  in  accordance  with the  foregoing,  such
apportionment  shall be  measured  by and  according  to the part of the Demised
Premises  which is  usable  by Tenant  and such  apportionment  shall be for the
period  from the date of the  occurrence  of the  damage to the date that  Owner
substantially completes the repairs required to be made by Owner pursuant to the
foregoing.  If there is no  apportionment,  then Tenant shall be responsible for
the annual  rental  rate and  additional  rent as if said  damage did not occur.
Tenant  shall not  interfere  with any of the work by Owner  which  Owner may be
required  to  perform  hereunder  in the  event of  partial  damage.  Except  as
specifically  modified herein the terms,  conditions and provisions set forth in
Article 9 hereof shall remain in full force and effect.

46.      Amendment to Article 11

     (a)  Supplementing  Article 11 hereof, a transfer of fifty (50%) percent or
greater  interest  (whether stock,  partnership or otherwise) of Tenant shall be
deemed to be an assignment of this Lease,  either in one  transaction  or in any
series of transactions within a thirty-six (36) month period.

     (b)  Notwithstanding  anything  hereinbefore  contained  in  Article  11 or
Paragraph  (a)  hereof,  in the  event  Tenant  desires  Owner's  consent  to an
assignment or subletting of all of the Demised  Premises,  Tenant,  by notice in
writing,  (i)  shall  notify  Owner  of the  name of the  proposed  assignee  or
subtenant and furnish to Owner such information as to the proposed assignee's or
subtenant's  financial  responsibility  and standing as Owner may require,  (ii)
shall deliver to Owner an executed copy of the proposed  assignment or sublease,
as Owner may require,  and (iii) shall offer to vacate the Demised  Premises and
to surrender the same to Owner as of a date (the "Surrender  Date") specified in
said offer which  shall be the last day of any  calendar  month  during the term
hereof, provided, however, that the Surrender Date shall not be earlier than the
date  occurring  60 days after the  giving of such  notice nor be later than the
effective date of the proposed  assignment or the commencement  date of the term
of the proposed sublease.  Owner may accept such offer by notice to Tenant given
within 30 days after the receipt of such notice from  Tenant.  If Owner  accepts
such offer, Tenant shall surrender to Owner, effective as of the Surrender Date,
all Tenant's right, title and interest in and to the entire Demised Premises. If
the entire Demised  Premises be so  surrendered  by Tenant,  this Lease shall be
canceled and  terminated as of the Surrender Date with the same force and effect
as if the Surrender Date were the date hereinbefore specified for the expiration
of the full term of this Lease.

     In the event of any such surrender by Tenant of the Demised Premises, Owner
and  Tenant  shall,  at the  request of either  party,  execute  and  deliver an
agreement in recordable form to the effect(s) hereinbefore stated.

     (c) In the event Owner does not accept such offer of Tenant  referred to in
Paragraph (b) hereof, Owner covenants not to unreasonably  withhold or delay its
consent to such proposed assignment or subletting by Tenant of such space to the
proposed assignee or subtenant on said covenants,  agreements, terms, provisions
and  conditions  set forth in the copy of the  proposed  assignment  or sublease
delivered  to Owner  as  described  in  clause  (ii) of the  first  sentence  of
subparagraph (b) hereof; provided, however, that Owner shall not in any event be
obligated to consent to any such proposed assignment or subletting unless:

     (1) The proposed  assignee,  or subtenant,  is (i) of a financial  standing
(and in this regard,  Tenant shall furnish Owner with such  information as Owner
shall  require  as  to  the  proposed   assignee's  or   subtenant's   financial
responsibility  and standing) and (ii) is engaged in a business  satisfactory to
Owner,  and will use the Demised  Premises in a manner  which is in keeping with
the then  standards  of the  building and in such a manner as to not violate any
negative covenants as to use contained in any other lease made between Owner and
other tenant(s) of the building;

     (2) the proposed assignee or subtenant is a reputable entity;

     (3) the proposed assignee,  or subtenant,  is not then a tenant or occupant
of any part of the building or a corporation  or other entity which  controls or
is  controlled  by such tenant or occupant or is under common  control with such
tenant or occupant;

     (4) Owner  shall  have the right upon five (5) days'  notice to Tenant,  to
require  Tenant  thereafter to pay to Owner a sum equal to (i) any rent or other
consideration  paid to Tenant by any subtenant  which is in excess of the annual
rental rate and  additional  rent then being paid by Tenant to Owner pursuant to
the terms of this Lease after the  deduction  of any  brokerage  commission  and
reasonable attorneys' fees, and (ii) any other profit or gain realized by Tenant
from any such  assignment or  subletting;  all sums payable  hereunder by Tenant
shall be paid to Owner as additional  rent  immediately  upon receipt thereof by
Tenant and if requested by Owner,  Tenant  shall  promptly  enter into a written
agreement  with Owner setting forth the amount of additional  rent to be paid to
Owner pursuant to this Paragraph (c) (4), (if only part of the Demised  Premises
is sublet,  then the rent paid therefor by Tenant to Owner shall be deemed to be
that  fraction  thereof  that the area of said sublet  space bears to the entire
Demised Premises);

     (5) there shall be no default  (beyond  the  expiration  of any  applicable
notice  or cure  periods)  by  Tenant  under  any of the  terms,  covenants  and
conditions of this Lease at the time that Owner's consent to any such assignment
or subletting is requested  and on the effective  date of the  assignment or the
proposed sublease;

     (6) the proposed assignee or subtenant shall not be (i) a government or any
subdivision or agency thereof, (ii) a school, college, university or educational
institution of any type,  whether for profit or non-profit,  (iii) an employment
or recruitment agency, or (iv) a travel agency;

     (7) Tenant shall  reimburse  Owner for any reasonable  expenses that may be
incurred  by Owner in  connection  with the  proposed  assignment  of  sublease,
including without limitation the reasonable costs of making investigations as to
the  acceptability  of a proposed  assignee or subtenant  and  reasonable  legal
expenses  incurred in connection  with the granting of any requested  consent to
the assignment or sublease;

     (8) in no event shall  Tenant  advertise  or list with  brokers at a rental
rate less than the rental rates then being  charged  under leases being  entered
into by Owner for  comparable  space in the building and for a comparable  term;
and

     (9) with respect to an assignment, the proposed assignee shall, by no later
than ten (10) days prior to the date of such assignment,  pay to Owner an amount
(the "Increased Security Sum") equal to two-twelfths (2/12th) of the annual rent
then in effect  for the  calendar  year in which  such  assignment  occurs.  Any
payment of Increased  Security Sum(s) pursuant to this subparagraph (9) shall be
held by Owner in accordance with the terms of Article 32 of this Lease;  and the
security  deposit set forth in such Article 32 of this Lease shall  thereupon be
increased by the amount of any such Increased Security Sum(s).

     (d) Each subletting pursuant to this Article 46, and any sublease agreement
entered into in connection therewith,  shall be subject to all of the covenants,
agreements,  terms,  provisions and conditions  contained in this Lease; and any
assignment  instrument  entered  into by and  between  Tenant  and any  proposed
assignee,  shall contain a clause pursuant to which assignee  assumes all of the
obligations  of the tenant under this Lease.  Tenant  covenants and agrees that,
notwithstanding  such assignment or any such subletting to any subtenant  and/or
acceptance of rent or additional rent by Owner from any subtenant,  Tenant shall
and will  remain  fully  liable for the  payment of the annual  rental  rate and
additional  rent due and to become due hereunder and for the  performance of all
the covenants,  agreements,  terms,  provisions and conditions contained in this
Lease on the part of Tenant to be performed. Tenant further covenants and agrees
that  notwithstanding  any such  assignment or subletting,  no other and further
assignment,  underletting  or  subletting  of the  Demised  Premises or any part
thereof  shall or will be made  except upon  compliance  with and subject to the
provisions  of this Article 46. Tenant shall  promptly  furnish to Owner a fully
executed copy of each such sublease or assignment.

     (e) If this Lease be  assigned,  or if the  Demised  Premises  be sublet or
occupied  by anybody  other than  Tenant,  Owner may,  after  default by Tenant,
collect rent from the assignee,  subtenant or occupant, and apply the net amount
collected  to the rent  herein  reserved,  but no such  assignment,  subletting,
occupancy  or  collection  shall be deemed a waiver by Owner of any of  Tenant's
covenants  contained  in this  Article  46 or the  acceptance  of the  assignee,
subtenant  or  occupant  as  tenant,  or a release  of Tenant  from the  further
performance by Tenant of covenants on the part of Tenant herein contained.

     (f) Any  sublease  permitted  under this Lease  shall  contain a  provision
specifying that upon termination of the Lease by reason of eviction, Owner shall
have the option to either  terminate  any  sublease  permitted  hereunder  or to
require the subtenant  thereunder to enter into a new lease  directly with Owner
on the same  terms and  conditions  as the  sublease.  At Owner's  request,  the
subtenant  under any  sublease  permitted  hereunder  shall enter into a written
agreement with Owner confirming the provisions of this clause (f).

     (g) Notwithstanding  anything contained in this Lease to the contrary,  and
provided  Tenant is not in  default,  beyond  any  applicable  notice  and grace
periods,  in complying with the terms and conditions of this Lease, it is agreed
that this Lease may be assigned or the Demised Premises may be sublet,  in whole
or in part, without the consent of Owner (and without the application of Section
46(c)  thereof),  to any entity which  controls,  is  controlled  by or is under
direct or indirect common control with Tenant,  or to any entity  resulting from
the  merger or  consolidation  with  Tenant,  or to any  person or entity  which
acquires all the assets (an "Asset Acquisition") of Tenant as a going concern of
the business that is being  conducted at the Demised  Premises (each of which is
referred  to as a  "Permitted  Party")  provided,  that  (a) in the  case  of an
assignment,  the assignee  shall assume in writing,  the terms and conditions of
this Lease,  (b) within fifteen (15) days after the execution of such assignment
or sublease, Tenant shall deliver an original fully executed counterpart of such
writing to Owner,  in recordable  form, (c) upon written  request of Owner,  any
guaranty  of or  relating  to this  Lease  is  reaffirmed  in a form  reasonably
acceptable  to  Owner,  (d)  prior to the  effectiveness  of any  assignment  or
subletting, to an affiliate, Tenant provides to Owner documentation,  reasonably
satisfactory to Owner,  demonstrating the affiliate  relationship between Tenant
and such  affiliate,  and (e) prior to the  effectiveness  of any  assignment or
subletting in connection with the merger,  consolidation or Asset Acquisition of
Tenant, Tenant provides to Owner such documentation,  reasonably satisfactory to
Owner,  detailing such merger,  consolidation of Asset  Acquisition  (including,
without limitation,  financial  statements and acquisition  agreements).  In the
event of either an Asset  Acquisition or a stock  acquisition,  the entity which
has acquired  said assets or stock shall  guaranty  this Lease  (which  guaranty
shall  be in a  form  reasonably  acceptable  to  Owner),  such  guaranty  to be
delivered  to Owner no later than ten (10) days  following  the  closing of such
acquisition.  For purposes of this Article,  the term  "control"  shall mean the
power to  direct  the  management  and  policies  of such  entity,  directly  or
indirectly,  whether  through  the  ownership  of  securities,  by  contract  or
otherwise. At least ten (10) days prior to the effective date of any assignment,
or the  commencement of any sublease,  effected  pursuant to this Section 46(g),
Tenant shall provide to Owner documentation reasonably satisfactory to Owner (i)
as to the affiliate  relationship between Tenant and any affiliate occupying the
Demised  Premises,  or (ii) with  respect to any entity  occupying  the  Demised
Premises as the result of a merger, consolidation or Asset Acquisition.


47.      Addendum to Article 22

     At the  expiration  of the term of this Lease,  Tenant  will,  unless Owner
shall otherwise direct, remove, at Tenant's own cost and expense, all wallpaper,
cork and other  covering  which  Tenant has placed  upon the  Demised  Premises,
and/or all  wallpaper  which was already  placed in the Demised  Premises at the
time that Tenant  first  entered  therein,  and which  Tenant  allowed to remain
therein. In the event that the wallpaper, cork or other wall covering is removed
by  Tenant,  Tenant  will  cause  the  walls to be  restored  to good  order and
appearance.

48.      Informal Arbitration

     (a) Every  dispute  between the parties which is  specifically  provided in
this Lease to be  determined  by  informal  arbitration  shall be  submitted  to
Chairman of the Board of Directors of the Management Division of the Real Estate
Board of New York,  Inc.  (or to such  officer of said Real Estate  Board or any
similar  organization then successor thereto,  having like authority or duties),
for determination by him or by such other, impartial person or persons as he may
designate,  and such  determination,  when made and  rendered  to the parties in
writing,  shall be final and conclusive on the parties.  Such  submission may be
made by either party on notice to the other  ("Notice of Dispute") and the other
party may then,  within  ten (10) days  after  receipt  of the Notice of Dispute
present its statement of the matter in dispute (the "Reply") to such arbitrator,
upon notice to the first party. The expenses of such informal  arbitration shall
be borne by the parties equally.

     (b) If at the time such dispute is to be submitted  neither the Real Estate
Board of New York, Inc. nor any such successor  organization  shall exist, or if
at such time the appropriate officer of said Real Estate Board or such successor
organization  shall be  unwilling  or  unable to accept  the  submission,  or if
despite  diligent  efforts made in good faith by either party, the arbitrator is
not  appointed or does not commence  hearing the matter  within thirty (30) days
after the  receipt  of the  Reply,  or if the  arbitrator  to whom the matter is
submitted  shall fail to render his  decision to the  parties in writing  within
sixty (60) days after the receipt of the Reply,  then in any such event,  at the
instance of either party, if the event shall not be due to its fault or neglect,
the matter in dispute shall be determined by  arbitration in the City and County
of New York in accordance with the Commercial  Arbitration  Rules then obtaining
of the American  Arbitration  Association  (or any  organization  then successor
thereto). The expenses of such procedure shall be borne by the parties equally.

49.      Late Payment Charge

     If Tenant shall make any payment of the annual rental rate, additional rent
or other  charges  more  than ten (10) days  after the same is due and  payable,
Tenant shall pay a late payment  charge on the amount due equal to the Lesser of
(i) an interest  factor  (calculated  on a per diem basis from the date on which
payment was due) equal to six (6%) percent  above the prime  commercial  lending
rate of the Chase Manhattan  Bank, N.A.  charged to its customers of the highest
credit  standing for 90-day  unsecured  notes in effect at the time of such late
payment or (ii) the maximum applicable legal rate. Such amounts shall be payable
as additional rent hereunder.

50.      Change of Conditions

     Owner  shall  not be liable  for any  change of  condition  in the  Demised
Premises  caused by the  compliance  with the  present  or future  laws,  rules,
orders, ordinances,  requirements,  or regulations of any Federal, State, County
or Municipal  authority or government,  including any change required by law for
off-street  parking  or  similar  legislation,  or by  revocation  by  any  such
authority or  authorities  of any permit or license  heretofore  granted,  or by
construction or operation of any public or quasi-public work, or by the erection
of any  building  or  buildings  upon any  adjacent  property,  or by  change of
environment. Owner shall not be liable for interference with or loss of light or
other incorporeal hereditaments caused by anybody other than Owner, or caused by
or for the City of New York or any governmental or quasi-governmental  agency or
authority in connection with the construction of any public or quasi-pubic work.

51.       Insurance

     (a)  Tenant  shall  at all  times  keep  Tenant's  Property  and all  other
alterations,  installations  and  improvements  made by  Tenant  in the  Demised
Premises now or hereinafter included in the Demised Premises insured for damages
by fire and  lighting,  vandalism,  malicious  mischief  and all other risks and
hazards  comprehended by the full "extended  coverage"  endorsements and against
such  other  hazards  and  risks  as  Owner  may  from  time to time  reasonably
designate,  for the "full replacement cost" thereof.  Such full replacement cost
shall be determined  from time to time but not more  frequently than once in any
twelve  (12)  calendar  month  period at the  request  of Owner or any  superior
Mortgagee  or  Lessee  by  an  appraiser,   engineer,  architect  or  contractor
designated by Owner or such Mortgagee or Lessee.

     (b) In addition to fire, lightning and extended coverage insurance,  Tenant
will maintain  personal injury or property damage  insurance,  under a policy of
commercial  general liability  insurance,  with such limits as may reasonably be
requested by Owner from time to time, but not less than $1,000,000/$2,000,000 in
respect to bodily injury or death and  $500,000/$1,000,000  for property damage,
and $10,000,000  umbrella coverage for bodily injury, death and property damage,
and the policy or policies  evidencing  such  insurance  shall,  include  Owner,
Owner's managing agent and any Lessor or Mortgagee as additional  insureds,  but
only with respect to liability arising out of the ownership,  maintenance or use
of the Demised Premises.

     (c) All policies  required to be maintained  pursuant to the  provisions of
this Lease shall be issued by an insurance  company or companies having a Best's
rating of at least A/AAA and pursuant to the provisions of this Lease shall have
a written  undertaking  from the insurer to notify all  insureds  thereunder  at
least  thirty (30) days prior to  cancellation  thereof.  Tenant may provide any
insurance  required  pursuant to the  provisions of this Lease under a so-called
blanket  policy or policies  covering other parties and locations so long as the
coverage under such policy or policies is not thereby diminished.  Upon request,
Tenant shall furnish Owner with a certificate  of insurance  evidencing any such
policy or a certificate  naming Owner,  Owner's managing agent and any Lessor or
Mortgagee, as additional insureds.

52.      Indemnification and Liability of Owner

     (a) Tenant shall indemnify and save harmless Owner against and from (a) any
and all claims (i) arising  from (x) the  conduct of  business in or  management
(other  than  by  Owner)  of the  Demised  Premises  or (y) any  work  or  thing
whatsoever done, or any condition  created (other than by Owner) in or about the
Demised  Premises during the term of this Lease or during the period of time, if
any, prior to the Commencement  Date that Tenant may have be given access to the
Demised  Premises  pursuant  to this  Lease,  or (ii)  arising  from  any act or
omission  of  Tenant  or any of its  subtenants  or  licensees  or its or  their
employees,  agents or contractors,  and (b) all costs,  expenses and liabilities
incurred  in or in  connection  with  each such  claim or  action or  proceeding
brought  thereon.  In case any action or proceeding be brought  against Owner by
reason of such claim,  Tenant,  upon notice from Owner,  shall resist and defend
such action or  proceeding  by counsel  chosen by Tenant who shall be reasonably
satisfactory to Owner.  Tenant or its counsel shall keep Owner fully apprised at
all times of the status of such defense.  Counsel for Tenant's  insurer shall be
deemed satisfactory to Owner.

     (b) Tenant  shall look only to Owner's  estate(s)  in the Land and Building
(or the proceed  thereof)  for the  satisfaction  of Tenant's  remedies  for the
collection of any judgment (or other judicial process)  requiring the payment of
money by Owner in the event of any  default by Owner  under this  Lease,  and no
other  property or other assets of Owner shall be subject to levy,  execution or
other  enforcement  procedure for the satisfaction of Tenant's remedies under or
with respect to this Lease,  the  relationship of Owner and Tenant  hereunder or
Tenant's use and occupancy of the Demised Premises.

53.      Miscellaneous

     (a) If any of the provisions of this Lease, or the  application  thereof to
any person or circumstances,  shall, to any extent, be invalid or unenforceable,
the remainder of this Lease, or the application of such provisions or provisions
to  persons  or  circumstances  other  than those as to whom or which it is held
invalid or unenforceable,  shall not be affected thereby, and every provision of
this Lease shall be valid and  enforceable  to the fullest  extent  permitted by
Law.

     (b) This Lease shall be  governed in all  respects by the laws of the State
of New York.

     (c) If, in connection  with obtaining  financing for the building,  a bank,
insurance  company  or  other  lending   institution  shall  request  reasonable
modifications  in this Lease as a condition to such  financing,  Tenant will not
unreasonably  withhold,  delay or defer its consent thereto,  provided that such
modifications  do not increase the obligations of Tenant hereunder or materially
adversely affect the leasehold interest hereby created.

     (d) If Owner  shall  consent to the  omission or removal of any part of, or
the insertion of any door or other opening in, any wall  separating  the Demised
Premises from adjoining space leased to another tenant, then (i) Tenant shall be
responsible for all risk or damage to, or loss of theft of, property  arising as
an  incident  to such  omission  or  removal  or the use of such  door or  other
opening, or because of the existence thereof, and shall indemnify and save Owner
harmless from and against any claim, demand or action for, or on account of, any
such loss, theft or damage and (ii) in the event o the termination of this Lease
or the lease of said other  tenant,  Owner may enter the  Demised  Premises  and
Owner, at Tenant's expense,  may close up such door or other opening by erecting
a wall to match the wall  separating  the Demised  Premises from said  adjoining
space,  and Tenant shall not be entitled to any  diminution or abatement of rent
or other compensation by reason thereof.

     (e) Tenant  shall not be entitled to exercise any right of  termination  or
other option  granted to it by this Lease (if any) at any time when Tenant is in
default  (beyond the expiration of any applicable  notice or cure period) in the
performance  or  observance  of any  of  the  covenants,  terms,  provisions  or
conditions on its part to be performed or observed under this Lease.

     (f) Tenant  shall not place or permit to be placed any vending  machines in
the Demised  Premises,  except with the prior  written  consent of Owner in each
instance,  provided Tenant may install such vending  machines if the use thereof
is confined to Tenant's employees.

     (g)  Tenant  shall not  occupy any space in the  building  (by  assignment,
sublease or otherwise)  other than the Demised  Premises,  except with the prior
written consent of Owner in each instance.

     (h)  Tenant   agrees  that  its  sole   remedies  in  cases  where  Owner's
reasonableness in exercising its judgment or withholding its consent or approval
is applicable  pursuant to a specific  provision of this Lease,  or any rider or
separate  agreement relating to this Lease, if any, shall be those in the nature
of an injunction,  declaratory judgment, or specific performance,  the rights to
money damages or other remedies being hereby specifically waived.

     (i) The Article headings of this Lease are for convenience only and are not
to be given any effect whatsoever in construing this Lease.

     (j) This  Lease  shall not be  binding  upon  Owner  unless and until it is
signed by Owner and an executed copy thereof is delivered to Tenant.

     (k) The  Schedules  and/or  Exhibits  annexed to this Lease shall be deemed
part of this Lease with the same  force and effect as if such  Schedules  and/or
Exhibits were numbered Articles of this Lease.

     (l) If the commencement date hereunder shall commence on any day other than
the first day of a calendar  month,  the rent for such  calendar  month shall be
prorated.

     (m) Tenant agrees that Tenant will not at any time during said term, 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 Owner or
others in the maintenance and/or operation of the building or any part thereof.

     (n) In connection with any work, changes,  alterations,  additions or other
matters or things  undertaken,  done or performed by, or on behalf of, Tenant in
accordance with the provisions of Article 3, and any other Article of this Lease
governing the  performance  by Tenant in the Demised  Premises of any such work,
changes,  alterations,  or  additions,  or otherwise,  the  following  terms and
provisions shall apply:

     (1)  All  of  such  work,   alterations,   installations,   additions   and
improvements, etc. (including any work initially undertaken by Tenant to prepare
the Demised  Premises for Tenant's  occupancy) (i) shall only be performed by or
on behalf of  Tenant  during  those  hours  and days as Owner  shall  reasonably
designate, and (ii) shall be undertaken and conducted in such manner as to cause
the least possible interference with other tenants at the building. Tenant shall
submit to Owner,  by no later than thirty (30) days after the  completion of any
work, installations,  improvements, additions and alterations, a full set of "as
built" plans and specifications.

     (2) Tenant shall retain Owner's  engineer/code  consultant  with respect to
the preparation and filing of Tenant's plans and applications in connection with
Tenant's work.

     (3) Tenant shall not perform or permit to be performed any electrical work,
alterations  or  modifications  at the Demised  Premises  unless (i) the same is
performed by a licensed electrical engineer or contractor, and (ii), if required
by applicable Requirements,  plans therefor have been filed with and approved by
the City of New York and the New York Board of Fire Underwriters.

     (o) If at the  commencement  of, or at any time or times during the term of
this Lease,  the rents reserved in this Lease shall not be fully  collectable by
reason  of any  Federal,  State,  County  or City  law,  proclamation,  order or
regulation,  or direction of a public  officer or body  pursuant to law,  Tenant
shall enter into such  agreements and take such other steps (without  additional
expense to Tenant) as Owner may  request  and as may be legally  permissible  to
permit Owner to collect the maximum rents which may from time to time during the
continuance of such legal rent  restriction be legally  permissible  (and not in
excess of the amounts reserved therefor under this Lease).  Upon the termination
of such  legal  rent  restriction  prior to the  expiration  of the term of this
lease,  (a) the rents  shall  become  and  thereafter  be payable  hereunder  in
accordance  with the amounts  reserved  in this Lease for the periods  following
such termination and (b) Tenant shall pay to Owner, if legally  permissible,  an
amount equal to (1) the rents which would have been paid  pursuant to this Lease
but for such legal rent  restriction  less (2) the rents paid by Tenant to Owner
during the period of periods such legal rent restriction was in effect.

     (p) Tenant shall,  at Tenant's  sole cost and expense,  obtain and maintain
licenses  and  permits,  and pay all fees and charges,  in  connection  with the
existence of any  air-conditioning  equipment  and/or any other  equipment in or
upon the Demised Premises.

     (q) In the event that Owner  determines  that it shall be necessary to have
Tenant execute any documents (including, but not limited to, a zoning lot merger
agreement,  and/or  declaration of restrictions) in connection with the creation
of a single  zoning lot (for  purposes  of the  transfer or  acquisition  of air
rights or development rights, or otherwise),  or in order to effectuate a zoning
lot merger,  Tenant agrees to promptly  execute such document or instrument  and
return the same (fully  acknowledged  if and where so  required) to Owner within
ten (10) days of Owner's request  therefor.  Tenant hereby  expressly waives and
relinquishes  any rights Tenant may have (at law or in equity) in any to any air
rights or  development  rights,  and Tenant  disclaims any right to be deemed or
considered  a   party-in-interest   under  any  zoning  lot  merger   agreement,
declaration of restrictions,  or other document  relating to the creation of any
combined or new zoning lot  affecting the  property,  or the  transfer,  sale or
assignment of air rights or development rights.

     (r) Tenant shall, at Tenant's expense,  cause the inside and outside of all
windows at the  Demised  Premises to be washed no less than three (3) times each
year. Tenant shall retain Owner's cleaning contractor to provide office cleaning
and  window  washing  services  at  the  Demised  Premises  provided  that  said
contractor's  rates are  competitive  with similarly  qualified  contractors for
similar work in midtown Manhattan first-class office buildings.

     (s) If Tenant  or (with  Tenant's  authorization)  any  subtenant  requests
Owner's  consent or approval to alterations  (including,  but not limited to, in
connection with restoration upon casualty and  condemnation),  subletting or any
other matter or thing  requiring  Owner's  consent or approval under this Lease,
and if in connection  with such request Owner seeks the advice of its attorneys,
architect  engineer,  or other third party, then Owner, as a condition precedent
to granting  its  consent or  approval,  may  require (in  addition to any other
requirements  of Owner in  connection  with such  request)  that  Tenant pay the
actual,  reasonable,  out of pocket,  third  party  costs of Owner's  attorneys,
architect engineer and/or other third party in connection with the consideration
of such request and/or the preparation of any documents  pertaining thereto, and
Tenant shall pay such costs within thirty (30) days from demand,  whether or not
the  requested  consent or approval is granted.  If requested  by Tenant,  Owner
shall  deliver to Tenant  copies of  invoices  received  by Owner  with  respect
thereto.

     (t) Subject to Owner's  approval and in accordance  with the  provisions of
this Lease including,  without limitation,  Articles 3 and 44 hereof, Tenant may
install (i) a security  system in the Demised  Premises  conditioned  upon Owner
being provided,  at no charge,  with the cards, keys or codes necessary to allow
Building  personnel  to access the Demised  Premises,  and (ii) signs within the
Demised  Premises  (provided  that Owner may, in its sole  discretion,  withhold
consent to any sign that may be viewed from outside of the Demised Premises).


54.      Estoppel Certificate

     Each party shall,  at any time and from time to time, at the request of the
other party,  upon not less than five (5) days' notice,  if given in person,  or
ten (10) days'  notice,  if given by mail,  execute  and  deliver to the other a
statement  certifying that this Lease is unmodified and in full force and effect
[or if there  has  been any  modification,  that the same is in full  force  and
effect as  modified  and stating the  modification(s)]  certifying  the dates to
which the fixed rent,  additional  rent and escalation  rent have been paid, and
stating whether or not, to the best knowledge of the signer,  the other party is
in default in performance of any of its  obligations  under this Lease,  and, if
so,  specifying  each such  default of which the signer may have  knowledge,  it
being intended that any such statement  delivered  pursuant hereto may be relied
upon by others with whom the party requesting such certificate may be dealing.

55.      Addendum to Article 13

     Supplementing  and  modifying  Article 13, entry upon the Demised  Premises
pursuant to Article 13 shall be  accomplished  at such times and in such manner,
and (except in the case of emergency) upon such reasonable notice,  which notice
may be oral, as to minimize to the extent practicable  (without the necessity of
incurring any additional monetary expense) under the circumstances  interference
with Tenant's use of the Demised Premises or inconvenience to Tenant.  Except in
the case of  emergency  or if due to  Requirement,  and  except  for  access for
cleaning  and  maintenance  and  repairs,   Tenant  shall  be  given  reasonable
opportunity,  if practical,  to have a representative of Tenant accompany anyone
entering  the  Demised  Premises  pursuant  to such  access.  In the  case of an
emergency  or if due to  Requirements,  Owner  shall use  reasonable  efforts to
contact  Tenant prior to any forcible entry by Owner pursuant to Article 13. 56.
Building Security

     Tenant acknowledges that it has been informed that Owner has contracted for
a security  guard or  security  guard  service to improve  the  security  of the
building, in consideration of which Tenant shall pay to Owner in accordance with
Owner's  statement(s)  therefor,  as additional rent, together with each monthly
installment  of annual  rental,  Tenant's  proportionate  share  equal to Four &
18/100  (4.18%)  percent of the annual cost for such  security  guard or service
which  said  costs  shall  include,  without  limitation,  the cost of  employee
benefits,  social  security  taxes and any other  expenses  incurred by Owner in
connection  therewith.  In no event shall Owner have any  liability to Tenant or
Tenant's employees,  guests, or invitees for any damage, loss, or injury claimed
to have  resulted  from the acts or omissions of any security  guard or service,
and  Tenant  acknowledges  that  Owner  shall  have no  responsibility  for,  or
liability  connected with, the furnishing or discontinuance of security or guard
service at the building.

57.      Holdover Provision

     Tenant  acknowledges  that  possession  of the  Demised  Premises  must  be
surrendered to Owner at the expiration or sooner termination of the term of this
Lease.  Tenant  agrees to indemnify and save Owner  harmless  against all costs,
claims,  loss ,  consequential  damages,  or liability  resulting  from delay by
Tenant in so surrendering the Demised Premises  including,  without  limitation,
any claims made in  connection  with  succeeding  Tenant or  prospective  Tenant
founded on such delay. The parties  recognize and agree that the damage to Owner
resulting  from any  failure  by Tenant to timely  surrender  possession  of the
Demised  Premises as aforesaid  will be extremely  substantial,  will exceed the
amount of the monthly rent and additional rent  theretofore  payable  hereunder,
and will be impossible to accurately measure. Tenant, therefore,  agrees that if
possession  of  the  Demised   Premises  is  not  surrendered  to  Owner  within
twenty-four (24) hours after the date of the expiration or sooner termination of
the Lease,  then Tenant shall pay to Owner as liquidated  damages for each month
and for each  portion of any month during which Tenant holds over in the Demised
Premises after the expiration or sooner termination of the term of this Lease, a
sum equal to two (2) times the aggregate of the fixed annual rent and additional
rent  which was  payable  under  this  Lease  during  the last month of the term
hereof.  Nothing  herein  contained  shall be deemed to permit  Tenant to retain
possession of the Demised Premises after the expiration or sooner termination of
the term of this Lease.  The aforesaid  provisions of this Article shall survive
the expiration or sooner termination of the term of this Lease.

58.      Access to Demised Premises

     Owner will provide  Tenant with up to fifteen (15)  magnetic  cards for the
front  door of the  building  for  Tenant's  use to gain  access to the  Demised
Premises other than during usual business  hours.  In addition,  if required for
after hours access to the  passenger  elevator,  Owner shall supply  Tenant with
fifteen  (15) keys to the  passenger  elevator.  Tenant  shall  advise  Owner by
registered  or certified  mail of the names and home  addresses of persons to be
supplied keys to the front door of the building and the  elevator.  Tenant shall
not permit any duplicates of such keys to be made. Where reasonably practicable,
Tenant  shall  advise  Owner when Tenant will  require  access other than during
normal business hours, and Owner will provide a self-service  passenger elevator
to be  available  for the use of Tenant  in common  with  other  tenants  in the
building every day, twenty-four (24) hours per day.

59.      Security Deposit Interest

     Owner agrees to deposit any sums paid by Tenant as security  deposit  under
the Lease  (pursuant  to Article 32  hereof)  in a one (1) year  Certificate  of
Deposit in Owner's  name, as selected by Owner at Owner's sole  discretion.  Any
interest earned on such security,  less a one (1%) percent fee to be retained by
Owner for managing the same,  shall accrue and be added to the original,  or any
subsequent,  security deposit hereunder. Subject to Article 32 of the Lease, the
Certificate of Deposit (together with accrued interest thereon) shall be "rolled
over" and reinvested, or a new one (1) year certificate of deposit purchased, at
the  expiration of each  twelve-month  period from the date of original  deposit
thereof.

60.      Condition of Demised Premises

     (a) Tenant has examined the Demised  Premises and agrees to accept the same
in their condition and state of repair existing as of the date hereof subject to
normal  wear and tear and agrees that the Owner shall not be required to perform
any work,  supply any  materials  or incur any  expense to prepare  the  Demised
Premises for Tenant's  occupancy;  provided,  however,  that Owner agrees to (i)
complete,  at its own cost and expense, the work set forth in Exhibit B attached
hereto and made a part hereof  (hereinafter  referred to as "Owner's Work"), and
(ii) within the initial ninety (90) days of the term of the Lease, in connection
with the two (2) westerly bathrooms,  Owner shall (w) remove existing partitions
and replace with new  partitions,  (x) remove  existing  mechanically  suspended
ceiling,  repair all walls and ceilings  and install new 6"x6" type  flourescent
lighting  fixtures on stems, (y) replace existing toilets with new toilets,  and
(z) furnish and install new vinyl composition tile flooring and paint all walls,
doors and trim.  Tenant's Work and work done by Owner under  subparagraph  (iii)
(x)-(z) shall be coordinated and each shall use reasonable efforts to coordinate
their  respective work and avoid undue  interference  with the work of the other
party. No substitution  shall be permitted on building standard work except when
specifically  approved in writing.  No credit  shall be given for  omissions  or
reductions  which Tenant may request to standard  installation.  Notwithstanding
the foregoing,  Tenant may select materials or increase the number of electrical
fixtures,  outlets or switches which would  otherwise be initially  furnished by
Owner  provided that (i) such  selection is indicated on Tenant's plans prior to
commencement of construction and (ii) such additions or substitutions  shall not
increase the cost of construction.  Any other changes made after commencement of
construction  shall be made by Owner at Owner's option but at Tenant's sole cost
and expense.

     (b)  Tenant   represents  that  it  shall  install  Building  Standard  (i)
electrical  wiring and receptacles (in accordance with the terms of this Lease),
and (ii) voice and data wiring,  which  installations shall be coordinated with,
and shall not interfere with or impede,  Owner's  installation  of partitions in
the Demised  Premises,  provided  that such wiring in new and existing  Building
Standard partitions shall be concealed, and in all other areas installed in such
a manner as to be as inconspicuous as possible (e.g. at inside corners of walls,
and ceilings at beams).

     (c) (i) The term of this  Lease  shall  commence  on the  date the  Demised
Premises are ready for Tenant's  occupancy  (as  provided in  subparagraph  (ii)
below),  or such  earlier date as Tenant shall occupy any portion of the Demised
Premises for the conduct of its business (the "Commencement Date") (but Tenant's
occupancy  for the  purpose  of doing its work  described  in  subparagraph  (b)
hereinabove shall not be considered occupancy by Tenant for the purposes of this
subparagraph).

     (ii) The Demised  Premises  shall be deemed ready for occupancy on the date
that Owner's Work (referred to in subparagraph  (a)(i)  hereinabove)  shall have
been substantially completed; and it shall be so deemed notwithstanding the fact
that minor or insubstantial  details of construction,  mechanical  adjustment or
decoration remain to be performed, the non-completion of which do not materially
interfere with Tenant's use of the Demised Premises.

     (iii) If the  occurrence of the  conditions set forth in this Section 60(c)
and thereby  the making of the Demised  Premises  ready for  occupancy  shall be
delayed due to any act or omission of Tenant or any of its employees,  agents or
contractors,  the Demised  Premises  shall be deemed ready for  occupancy on the
date when they would have been ready but for such delay.


61.      Floor Load

     Tenant shall not place a load upon any floor of the Demised  Premises  that
exceeds the floor load per square foot which such floor was designed to carry or
which is allowed by law.  Owner  reserves the right to prescribe  the weight and
position of all safes,  business  machines,  heavy  equipment and  installations
which  Tenant  wishes to place in the Demised  Premises.  Business  machines and
mechanical  equipment in the Demised  Premises shall be placed and maintained by
Tenant,  at  Tenant's  sole  cost and  expense,  and in such  manner as shall be
sufficient,  in Owner's sole judgment,  to absorb and prevent vibration,  noise,
annoyance or inconvenience to Owner and other tenants.

62.      Brokerage

     (a) Each party  represents  and warrants to the other that it has not dealt
with any broker or person in  connection  with this Lease except  WILLIAMS  REAL
ESTATE CO., INC., located at 380 Madison Avenue, New York, NY 10017-2513,  which
broker shall be paid its commission in connection with this Lease by Owner.  The
execution and delivery of this Lease by each party shall be conclusive  evidence
that such party has  relied  upon the  foregoing  representation  and  warranty.
Tenant  shall  indemnify  and hold Owner  harmless  from and against any and all
claims for commission,  fee or other  compensation by any other person who shall
claim to have dealt with  Tenant in  connection  with this Lease and for any and
all costs incurred by Owner in connection with such claims,  including,  without
limitation, reasonable attorneys' fees and disbursements.  Owner shall indemnify
and hold Tenant harmless from and against any and all claims for commission, fee
or other  compensation by any person who shall claim to have dealt with Owner in
connection  with  this  Lease and for any and all  costs  incurred  by Tenant in
connection  with  such  claims,   including,   without  limitation,   reasonable
attorneys' fees and disbursements.  The provisions of this Article shall survive
the expiration or prior termination of this Lease.



<PAGE>



     (b) Tenant agrees that in the event it shall during the term of this Lease,
seek to lease  from the Owner any  additional  premises  in the  building  or to
extend or renew  this  Lease,  it shall  seek to do so  directly  from the Owner
without the intervention of any broker or brokers and, if Owner and Tenant shall
enter into any lease with respect to any such premises, Tenant shall be required
to  indemnify  and hold  harmless  Owner from and  against any and all claims or
demand for brokerage commissions in connection therewith.  Tenant shall have the
right,  notwithstanding  the  foregoing,  to engage the  services of a broker in
connection with any leasing referred to in this Article 62,  provided,  however,
that in such event Tenant shall be solely responsible for the payment of any and
all brokerage commissions in connection therewith and shall pay the same.

63.      Air-Conditioning Equipment

     (a) It is  understood  and agreed  that the 20-ton  Trane  air-conditioning
unit,  Model  #SAU-C106-D,  Serial  #CA5L-50939  (the  "Air-Conditioning  Unit")
presently serving the Demised Premises shall remain Owner's property;  provided,
however, that Tenant shall, nevertheless,  keep maintain and repair, restore and
replace  the  Air-Conditioning  Unit and all of the ducts,  dampers,  registers,
grilles and appurtenances  utilized in connection  therewith;  and, in addition,
Tenant  shall at all times  during the term  hereof,  contract  for and maintain
regular services of said Air-Conditioning Unit and related equipment pursuant to
an all-labor contract with a recognized maintenance company and shall forward to
the Owner duplicate  executed  original copies of such contract and all renewals
and modifications  thereof. Said contract shall include the thorough overhauling
of the system and chemical  cleaning of the  condenser  coils at least once each
year and shall be kept in full force and effect during the term of this Lease by
Tenant.  If Tenant fails to make such repairs,  restoration or replacements  to,
and maintain  such  Air-Conditioning  Unit and related  equipment,  or if Tenant
fails to obtain or keep the aforesaid service contract in force and effect,  the
same may be made,  performed,  obtained or maintained by Owner at the expense of
Tenant and such expense shall be  collectible  as  additional  rent and shall be
paid by Tenant within fifteen (15) days after rendition of a bill therefor.  Any
restoration or replacement of all or any part of the  Air-Conditioning  Unit and
related  equipment  shall be in quality and class equal to the original  work or
installations.  Tenant shall retain Owner's  air-conditioning service contractor
provided that said contractor's  rates are competitive with similarly  qualified
contractors for similar work in midtown Manhattan  first-class office buildings.
Said  equipment  shall be delivered  to the Tenant in good  operating  order.  A
letter from the Owner's air-conditioning service contractor to such effect shall
be deemed compliance therewith.  Owner represents that the Air-Conditioning Unit
will be in working order on the Commencement Date.

     (b) The Air-Conditioning  Unit will be capable of maintaining seventy eight
(78)  degrees  Fahrenheit  inside when outside  conditions  are ninety five (95)
degrees  Fahrenheit,  provided  that  (i) the  electrical  load  in the  Demised
Premises  does not exceed four (4) watts of  electrical  consumption  per square
foot of  usable  area in each such area for all  purposes  (including  light and
power),  and (ii) the occupancy of the Demised  Premises does not exceed one (1)
person per one hundred (100) square feet of usable area therein.

     (c) Provided and upon  condition that the Lease is in full force and effect
and the Tenant has been in full and  faithful  compliance  with all of the terms
and  conditions  contained  herein,  including  but  not  limited  to all of the
provisions of subparagraph  (a) of this Article 63, in the event that any of the
compressors  must be replaced  during the term hereof,  the Tenant shall furnish
Owner with written notice setting forth the need for such replacement,  and upon
receipt of such  notice,  Owner will,  at its option,  either  direct  Tenant to
replace such  compressor with a new one (in which event Owner will reimburse the
Tenant for the  reasonable  cost for said  replacement)  or Owner  will,  at its
option,  direct its air-conditioning  contractor to replace said compressor.  At
such time as said new compressor is installed,  the party  installing same shall
deliver to the other  party,  Owner or Tenant as the case may be,  copies of all
warranties and  guarantees  furnished with the compressor and the Owner shall be
relieved of any responsibility in regard to said compressor.

64.      Fixed Rent

     Notwithstanding anything contained herein to the contrary, the fixed annual
installments of rental shall be payable as follows:

(a)               EIGHTY-FOUR THOUSAND & 00/100 ($84,000.00) DOLLARS per year
                  during the period commencing on the Commencement Date, and
                  ending June 30, 2003;

(b)               EIGHTY-FIVE THOUSAND SIX HUNDRED EIGHTY & 00/100 ($85,680.00)
                  DOLLARS per year during the period commencing July 1, 2003,
                  and ending June 30, 2004;

(c)               EIGHTY-SEVEN THOUSAND THREE HUNDRED NINETY-FOUR & 00/100
                  ($87,394.00) DOLLARS per year during the period commencing
                  July 1, 2004, and ending June 30, 2005;

(d)               EIGHTY-NINE THOUSAND ONE HUNDRED FORTY-ONE 00/100 ($89,141.00)
                  DOLLARS per year during the period commencing July 1, 2005,
                  and ending June 30, 2006;

(e)               NINETY THOUSAND NINE HUNDRED TWENTY-FOUR 00/100 ($90,924.00)
                  DOLLARS per year during the period commencing July 1, 2006,
                  and ending June 30, 2007;

(f)               NINETY-TWO THOUSAND SEVEN HUNDRED FORTY-THREE & 00/100
                  ($92,743.00) DOLLARS per year during the period commencing
                  July 1, 2007, and ending June 30, 2008;

(g)               NINETY-FOUR THOUSAND FIVE HUNDRED NINETY-EIGHT & 00/100
                  ($94,598.00) DOLLARS per year during the period commencing
                  July 1, 2008, and ending June 30, 2009;

(h)               NINETY-SIX THOUSAND FOUR HUNDRED NINETY & 00/100 ($96,490.00)
                  DOLLARS per year during the period commencing July 1, 2009,
                  and ending December 31, 2009.


65.               Rent Credit

     It is  understood  and agreed that the Owner shall credit Tenant in the sum
of THREE THOUSAND FIVE HUNDRED & 00/100 ($3,500.00)  DOLLARS toward each monthly
installments  of fixed  annual  rent  due on  September  1,  2002,  through  and
including, June 1, 2003, provided that Tenant has been in full compliance of all
of the terms and  conditions  of the Lease  including,  but not  limited to, the
timely payment of rent and additional rent.

66. As further security for the faithful performance and observance by Tenant of
the terms, provisions and conditions of the Lease, Tenant shall cause the
Guaranty, attached hereto and made a part hereof as Exhibit C, to be executed
and delivered simultaneously with the execution of this Lease.