EXHIBIT 10.6



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

AGREEMENT  OF  LEASE,  MADE AS OF  THIS  18TH  DAY OF  FEBRUARY,  BETWEEN  FIRST
INDUSTRIAL , L.P., HAVING AN OFFICE AT UNDERHILL  BOULEVARD , SUITE 125 SYOSSET,
NEW YORK 11791, PARTY OF THE FIRST PART, HEREINAFTER REFERRED TO AS OWNER, CASEY
SYSTEMS, INC., HAVING AN OFFICE AT 262 DUFFY AVENUE, HICKSVILLE, NEW YORK 11801,
PARTY OF THE SECOND PART, HEREINAFTER REFERRED TO AS TENANT.

WITNESSETH:  Owner  hereby  leases to Tenant and Tenant  hereby hires from Owner
approximately 15,722 square feet of space as shown on the attached sketch in the
building known as 99 Lafayette Drive,  Syosset,  New York, for the term of seven
(7) years and one (1) month (or until such term shall sooner cease and expire as
hereinafter  provided)  to commence on the  commencement  date and to end on the
expiration  date 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 warehousing,  offices and light
assembly of alarm  systems and related uses  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.  Tenant,  at any time,  and from time to time,  upon at least 10 days' prior
notice by Owner, shall execute,  acknowledge and deliver to Owner, and/or to any
other person,  firm or corporation  specified by Owner,  a statement  certifying
that this Lease is  unmodified  in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), stating the dates to which the rent and additional rent have
been paid,  and stating  whether or not there  exists any default by Owner under
this Lease, and, if so, specifying each such default.

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.

SEE RIDER ANNEXED 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:

--------------------------------

FIRST INDUSTRIAL, L.P. a Delaware Limited Partnership

BY: FIRST INDUSTRIAL REALTY TRUST, INC. a Maryland Corporation, General Partner

BY: ____________________________

Witness for Tenant

--------------------------------

CASEY SYSTEMS, INC.

BY: ____________________________


                                 ACKNOWLEDGMENTS

CORPORATE TENANT

STATE OF NEW YORK, no.:

County of

On          this                                  day


<PAGE>



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>




                               * * * * * * * * * *

                        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.  Omitted.

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.

<PAGE>
RIDER TO LOFT LEASE BETWEEN

FIRST INDUSTRIAL., L. P. ,                           AS LANDLORD

                                                        AND

CASEY SYSTEMS, INC.,                                          AS TENANT

41st  RIDER CONTROLS:

In case of a conflict  between the  provisions  of this  rider,  and the printed
provisions of this lease, the provisions of this rider shall prevail.

42nd  ADDITIONAL RENT / OPERATING EXPENSES:

Any sums of money  required to be paid under this lease by Tenant in addition to
the rent herein provided,  shall be deemed "additional rent due and payable." It
shall  be paid  after  demand  therefore  with  the  rent  next due or as may be
otherwise provided herein. Such additional rent shall be collectible in the same
manner and with the same remedies as if they had been rents originally  reserved
herein.  Tenant's  obligation to pay  additional  rent shall survive the earlier
termination  and/or  expiration of the term of the lease.  If Landlord  receives
from Tenant any payment less than the sum of the annual rental rate,  additional
rent, and other charges then due and owing,  Landlord,  in its sole  discretion,
may  allocate  such payment in whole or in part to any annual  rental rate,  any
additional  rent,  and/or other charge to any  combination  thereof.  Landlord's
failure to deliver to Tenant a statement showing Tenant liability for additional
rent for any  portion  of the term of this  lease  during the term of this lease
shall neither  prejudice or waive Landlord's right to deliver any such statement
for a  subsequent  period or to  include  in such  subsequent  period a previous
period.


43rd LATE CHARGE/RETURNED CHECK CHARGE:

(a) Tenant  shall pay a late charge of 4% of any  payment of rent or  additional
rent or any other sum of money or payment not  received  by  Landlord  within 10
days after the same shall  become due.  Such late charge shall be in addition to
all of Landlord's  other rights and remedies  hereunder in the event of Tenant's
default and shall be payable as additional rent.

(b) If any check  tendered  by Tenant to  Landlord  is  returned by the bank for
non-payment for any reason whatsoever, there will be an administrative charge of
$50.00  per  check,  each  time it is  returned  which  amount  shall be  deemed
additional rent.

44th  TAXES:

(a) In the event that the Real Estate Taxes payable with respect to the building
and the land on which it is located  for any tax year in which this lease  shall
be in effect, shall be greater than the Real Estate Taxes for the base year, the
Tenant  shall pay to  Landlord  on the first day of the month  after  billing by
Landlord to Tenant,  as  additional  rent,  an amount equal to seven and fifteen
one-hundredths  (7.15%) percent of the difference between the amount of such tax
or  installment  for the current year and the  corresponding  tax or installment
paid for the base year.  Any increase in Real Estate Taxes due to an increase in
the  assessed  valuation  of the land or building of which the demised  premises
forms a part by reason of improvements  made by a tenant shall be borne entirely
by such  tenant.  Any  increase in Real  Estate  Taxes due to an increase in the
assessed  valuation  of the land or building by reason of  improvements  made by
Tenant shall be borne by Tenant and paid by Tenant upon demand by Landlord.  The
base year for this tax increase  computation  shall be the Fiscal Year 1999/2000
for School Taxes and the Fiscal Year 2000 for General/Town Taxes.

(b) Real Estate Taxes shall mean any and all taxes, assessments, sewer and water
rents, rates and charges, license fees, impositions, liens, fines, penalties and
all other municipal and governmental  charges of any nature  whatsoever  (except
only  inheritance and estate taxes and income taxes not herein  expressly agreed
to be paid by Tenant),  whether  general or special;  ordinary or  extraordinary
foreseen  or  unforeseen  which may  presently  or in the  future  become due or
payable or which may be levied,  assessed or imposed by any taxing  authority on
or with respect to all or any part of the land and building of which the demised
premises forms a part, or upon the estate or interest of Landlord in the land or
building  of which  the  demised  premises  forms a part,  or any part  thereof,
including  without  limitation,  all taxes and  assessments  for  improving  any
streets, alleys, sidewalks, sidewalk vaults and alley vaults, if any.

45th  INSURANCE:

(a) Tenant shall, at its sole cost and expense,  at all times during the term of
this lease (and any extensions  thereof) obtain and pay for and maintain in full
force and  effect the  insurance  policy or  policies  described  in  Schedule D
attached hereto. Certified copies of all insurance policies required pursuant to
this  lease  (or  certificates  thereof,  in form and  substance  acceptable  to
Landlord),  shall be  delivered to Landlord not less than ten (10) days prior to
the  commencement  of the term of this  lease.  If Tenant  fails to submit  such
policies or  certificates  to Landlord  within the specified  time, or otherwise
fails to  obtain  and  maintain  insurance  coverages  in  accordance  with this
paragraph,  then  Landlord,  at  Landlord's  sole option,  may, but shall not be
obligated  to,  procure  such  insurance  on behalf of, and at the  expense  of,
Tenant.  Tenant shall reimburse  Landlord for such amounts upon demand, it being
understood that any such sums for which Tenant is required to reimburse Landlord
shall constitute additional rent.

(b) Tenant is hereby notified that until further notice from Landlord,  the name
and  address  of the  holder  of the  required  insurance  certificate  and  all
additional insureds/loss payees are set forth in Schedule "E".

46th  TENANT TO PROVIDE FINANCIAL STATEMENT:

Tenant agrees that upon request by Landlord or Agent it will furnish to Landlord
and to prospective or current  mortgagees of the building,  and/or land of which
it forms a part, such latest  available  financial  statement as such current or
prospective mortgagees may request.


47th  BROKER:

Each party to this  lease  represents  and  warrants  that no broker  other than
SUTTON & EDWARDS,  INC. was involved in this  leasing.  Each party to this lease
agrees to indemnify,  defend,  and hold harmless the other party for any and all
costs,  expenses, and liability including legal fees incurred by the other party
as a result of a breach of the  aforementioned  warranty  or any  inaccuracy  or
alleged  inaccuracy  of the  above  representation.  Landlord  agrees to pay the
broker the brokerage  commission  earned  pursuant to a separate  agreement with
said broker.

48th  TENANT'S REPAIRS/MAINTENANCE:

(a) TENANT REPAIRS:

(i) Tenant agrees that, from and after the commencement date of the term of this
lease and until the end of the term, it will, at its expense,  keep and maintain
in  good  order,  condition  and  repair  (whether  extraordinary,  foreseen  or
unforeseen),  the  interior  of the  demised  premises  and every part  thereof,
including  but not limited to, all  heating,  ventilation  and air  conditioning
equipment  located in or  servicing  the  demised  premises  (including  the air
conditioner  compressor,  lines and ducts which may be located  elsewhere in the
building  or on the land),  interior  plumbing up to the  exterior  walls of the
demised  premises,  including  changes or additions to the sprinkler  system and
interior  electrical  repairs,  and plate  glass,  excluding  those  repairs and
replacements for which Landlord is responsible,  as herein expressly provided in
paragraph  49th  below.   In  addition,   Tenant  shall  make  all  repairs  and
replacements  of any kind  and  nature  necessitated  by any act or  neglect  of
Tenant,  its  contractors,  its  servants,  agents or  employees.  Tenant  shall
maintain  service  contracts  with  contractors  approved  by  Landlord  for the
maintenance of the heating and air condition systems throughout the term of this
lease and shall provide Landlord with copies of all such contracts.

(ii) If Tenant does not  maintain  or repair  such  elements as provided in this
Article,  the Landlord  may, but shall not be obligated  to, after not less than
five (5) days  additional  notice  (except  in the case of  emergency)  make the
necessary  repair or cure the  defective  condition at the expense of the Tenant
and the Tenant shall  reimburse  Landlord  promptly upon request  therefor.  The
amount  of such  reimbursement  shall be  considered  additional  rent  upon the
failure  of the  Tenant to  reimburse  Landlord  within  five (5) days of demand
thereof.

(b) VANDALISM:

Notwithstanding any contrary provision of this lease, Tenant, at its expense (to
the extent covered by its insurance),  shall make any and all repairs  including
structural  repairs to the demised  premises  which may be  necessitated  by any
break-in,  forcible entry or other  trespass into or upon the demised  premises,
regardless  of whether or not such entry and damage is caused by the  negligence
or fault of Tenant or occurs during or after business hours.

(c) WINDOWS:

Tenant shall, at its own cost and expense, clean and maintain,  including repair
or replacement when necessary, all windows in the demised premises.

(d) RUBBISH REMOVAL AND REFUSE PICK-UP:

Tenant  shall  independently  contract  for and provide for the removal at least
biweekly of all garbage,  refuse and rubbish,  at its cost and expense.  Garbage
and refuse  shall be kept in  containers  or  dumpsters  to be placed in an area
designated  by Landlord for such purpose.  Garbage  storage and removal shall be
subject  to such  rules  and  regulations  as,  in the  reasonable  judgment  of
Landlord, are necessary for the proper operation of the Property.

(e) BUILDING CLEANING:

Tenant shall, at its cost and expense, take good care of and keep clean and free
from debris both the interior and exterior area in front of the demised premises
including   exterior  sidewalks  adjacent  the  demised  premises  in  a  manner
reasonably satisfactory to Landlord.

49th  LANDLORD'S REPAIRS, MAINTENANCE AND CLEANING:

(a) During  the term of this  lease,  the  Landlord  shall  make all  structural
repairs to the demised premises except those which shall have been occasioned by
the acts of  omission or  commission  of the Tenant,  its agents,  employees  or
invitees.  Tenant shall promptly give written notice to Landlord with respect to
any damages to the  interior or  exterior  of the demised  premises.  Structural
repairs are hereby defined to be and limited to repairs to the roof deck, to the
bearing walls and foundation  and major repairs and  replacement to the heating,
air conditioning, ventilation, plumbing and electrical systems.

(b) Landlord shall, at its expense, maintain insurance for said building in such
amounts as Landlord deems  appropriate,  perform  landscaping,  snow removal and
parking lot  maintenance  and maintain  public  hallways and public  portions of
building.

(c) STANDARD OF SERVICE:

The  quality  and  level of  service  to be  provided  by  Landlord  shall be in
accordance with Landlord's standard for the Property.

50th  LANDLORD'S WORK:

Landlord  shall,  if required  hereunder,  alter the  demised'  premises for the
Tenant in accordance  with and subject to the terms of Landlord's  Work Criteria
annexed  hereto as Schedule B. Tenant shall submit a written list of  incomplete
and incorrect  items which  Landlord is obligated to complete or correct  within
ten (10) days after  substantial  completion of such work except for  seasonable
items which shall be  submitted to Landlord  within  thirty (30) days after same
are reasonably  discoverable  by Tenant.  Failure to submit such list within the
time stated shall be deemed acceptance by Tenant of such incorrect or incomplete
items "as is". In all other respects, Tenant accepts the demised premises in "as
is" condition and Tenant  acknowledges  that Landlord makes no representation as
to the condition thereof, except as herein set forth.

5lst  TENANT RESTRICTIONS:

(a) STORAGE/PARKING:

Tenant  will  not,  at any time,  use or occupy  the area  outside  the  demised
premises for storage of materials  or for the  overnight  parking of vehicles of
any kind without the landlord's  prior written  consent which may be arbitrarily
withheld.  Furthermore,  Tenant will not at any time park vehicles in any manner
which will obstruct or interfere with the ingress or egress of other vehicles or
with the use by other tenants of their respective parking and loading facilities
or areas or cause any other parking problems.

(b) Tenant  shall have the right to use in common with the other  tenants in the
building  parking  spaces as  provided  by  Landlord  in the parking lot for the
parking of Tenant's  automobiles and those of its employees and invitees subject
to the  reasonable  rules  and  regulations  now  or  hereafter  adopted  by the
Landlord.

(c) NOISE/ODORS:

Tenant  covenants  and agrees  that  throughout  the  demised  term it shall not
suffer, allow or permit any offensive or obnoxious  vibration,  noises, odor, or
other undesirable  effect to emanate from the demised premises,  to constitute a
nuisance  or  otherwise  unreasonably  interfere  with the  safety,  comfort  or
convenience  of Landlord or of any other  occupants of the building of which the
demised  premises  forms a part, and upon  Landlord's  notice thereof to Tenant,
Tenant shall,  within five (5) days  thereof,  eliminate or control same. If any
such  condition is not so remedied then Landlord may at its  discretion  either:
(a)  remedy  such  condition  and any  cost and  expense  incurred  by  Landlord
therefore  shall  be  deemed  additional  rent and paid by  Tenant  to  Landlord
together  with the next  installment  of rent due  hereunder,  or (b) treat such
failure on the part of the Tenant to remedy such condition as a material default
under  the  provisions  of  this  lease  on the  part of the  Tenant  hereunder,
entitling Landlord to any of its remedies,  pursuant to the terms of this lease.
In no  event,  however,  shall  the  Tenant  make any  alteration,  addition  or
structural  installation in or to the premises or any parts thereof to remedy or
cure such default without the prior written consent of the Landlord.

(d) TOXIC/HAZARDOUS WASTES:

(i) Tenant  shall not cause or permit any  Hazardous  Material  (as  hereinafter
defined) to be brought  upon,  kept or used in or about the demised  premises by
Tenant, its agents, employees, contractors or invitees. Tenant further covenants
and agrees that it shall not discharge  any Hazardous  Material in the ground or
sewer  disposal  system.  If  Tenant  breaches  the  obligations  stated  in the
preceding  sentences,  or if the presence of  Hazardous  Material on the demised
premises  permitted,  caused or  brought  upon or kept by  Tenant,  its  agents,
employees,  contractors  or invitees,  results in  contamination  of the demised
premises  or any other part of the  building or land of which it forms a part or
if there is such a discharge,  then Tenant shall (A)  immediately  give Landlord
written notice  thereof,  and (B) indemnify,  defend and hold harmless  Landlord
from  any  and  all  claims,  judgments,   damages,   penalties,  fines,  costs,
liabilities or losses (including, without limitation, diminution in value of the
demised  premises  or the  building  or land of which  it forms a part,  loss or
restriction  on use of space in the  building  of land of which it forms a part,
adverse  impact on marketing,  sums paid in  settlement  of claims,  attorneys',
consultants'  and other  expert  fees) which arise during or after the term as a
result   of  such   breach,   contamination,   or   discharge.   The   foregoing
indemnification includes, without limitation,  costs incurred in connection with
any  investigation  of site  conditions  or any clean-up,  remedial,  removal or
restoration work requited by any federal,  state or local governmental agency or
political  subdivision.  Without limiting the foregoing,  if the presence of any
Hazardous  Material  within the demised  premises  caused or permitted by Tenant
results in any  contamination  of the demised  premises or any other part of the
building  or land of which  it  forms a part,  Tenant  shall  promptly  take all
actions at its sole expense as are  necessary to return the demised  premises or
any other part of the building or land of which it forms a part to the condition
existing prior to the introduction of any such Hazardous Material.

(ii) As used herein, the term "Hazardous Material" mean: (A) asbestos, petroleum
products, and polychlorinated  biphenyls,  and (B) hazardous or toxic materials,
wastes and  substances  which are  defined,  determined  or  identified  as such
pursuant  to all  present  and future  federal,  state or local  laws,  rules or
regulations and judicial or administrative interpretations thereof (collectively
"Governmental Laws").

(iii) Landlord and its agents shall have the right, but not the duty, to inspect
the demised  premises at any time to determine  whether Tenant is complying with
the terms of this Article. If Tenant is not in compliance with the provisions of
this  Article,  Landlord  shall  have the right to  immediately  enter  upon the
demised  premises  to remedy  said  noncompliance  at  Tenant's  expense and any
expense  incurred by  Landlord  shall be paid by Tenant upon demand and shall be
deemed  additional  rent.  Landlord  shall  use its  best  efforts  to  minimize
interference  with  Tenant's   business,   but  shall  not  be  liable  for  any
interference caused thereby.

52nd  LIMITATION OF LANDLORD'S LIABILITY:

(a) Tenant  shall look solely to the then  interest of Landlord in the  building
and land of which it forms a part or to the then  interest of the owner  therein
(if Landlord is the agent of such owner) for the  satisfaction  of any remedy of
Tenant for Landlord's or such owner's  failure to perform any of the obligations
of the Landlord  hereunder.  Neither  Landlord nor any disclosed or  undisclosed
principal of Landlord (or officer,  director,  stockholder,  partner or agent of
Landlord or of any such  principal)  shall have any personal  liability  for any
such failure under this lease or otherwise.

(b) There shall be no merger of Landlord's  estate in the demised  premises with
Tenant's  estate  therein  by  reason  of the fact  that  the  same  individual,
partnership, firm or corporation or their entity may acquire or own such estates
directly  or  indirectly.  No such merger  shall  occur  until all  individuals,
partnerships, firms, corporations and other entities having any interest in such
estates,  including any mortgagee,  join in a written instrument  effecting such
merger and duly record it.

53rd  UTILITIES:

(a) Upon the execution  hereof,  Tenant must make  immediate  application to the
appropriate  utility  company for  electric  and/or gas service and Tenant shall
forthwith  deliver  to  Landlord a true copy of such  application  with proof of
payment of any deposit required by such utility company for electric service and
gas service.  (b)  Notwithstanding  anything previously written anywhere in this
lease, Tenant shall bear the cost and expense of:

(i) all electricity in their demised premises.

(ii) fuel for heating purposes in their demised premises.

54th  TENANT'S FAILURE TO VACATE:

In the event the Tenant does not vacate the demised premises upon the expiration
date of this lease, or upon the expiration of any extension or renewal  thereof,
then and in that event the Tenant  shall  remain as a month to month Tenant at a
monthly rental double the monthly rent plus l/12 of the previous  year's charges
for all additional  rent due under this lease paid in the last month of the term
payable as  aforesaid.  The  acceptance by the Landlord of such rental after the
expiration  date of  this  lease  shall  not be  construed  as  consent  to such
continued occupancy.

55th  ASSIGNMENT/SUBLET:

Tenant  covenants  that it shall not assign  this  lease nor sublet the  demised
premises or any part thereof  without the prior  written  consent of Landlord in
each instance, which consent shall not be unreasonably withheld to an assignment
or subletting provided:

(a) Such  assignment or sublease shall be for a use which is in compliance  with
the then existing zoning  regulation's  and the Certificate of Occupancy for the
demised  premises or the building,  and consistent  with the use hereinabove set
forth;

(b) At the time of such assignment or subletting, Tenant shall not be in default
under the terms, covenants, agreements and conditions of this lease;

(c) In the event of an  assignment,  the  assignee  must  assume in writing  the
performance  of  all  of  the  terms,  covenants,  conditions,   agreements  and
obligations of the within lease;

(d) A duly executed  duplicate  original of said  assignment or sublease must be
delivered by Certified  Mail,  Return  Receipt  Requested to the Landlord at the
address  herein  set forth not less than ten (10) days  before  the date of said
assignment or sublease;

(e) Such assignment or subletting shall not, however,  release the within Tenant
from its  liability  for the full and faithful  performance  of all of the terms
covenants,  agreements,  and conditions of this lease,  including the payment of
rent and additional rent;

(f) If this lease shall be  assigned,  or if the  demised,  premises or any part
thereof be sublet,  underlet or occupied by anyone other than  Tenant,  Landlord
may  after  default  by  Tenant,  collect  rent  from the  assignee,  subtenant,
undertenant or occupant,  and apply the net amount  collected to the rent herein
reserved or additional rent due hereunder.

(g)  Notwithstanding  anything  contained in this paragraph to the contrary,  no
assignment, subletting, or underletting shall be made by the Tenant in any event
to an existing tenant of Landlord.

(h) Such  notice of  proposed  assignment  or  proposed  sublet  shall be deemed
Tenant's  offer to terminate this lease as of the last day of the calendar month
during the term hereof  immediately  preceding the commencement of such sublease
or the effective date of such assignment and to vacate and surrender the demised
premises to Landlord on the date fixed in the notice.  If Landlord within thirty
(30) days after the  receipt  thereof  has not  accepted in writing the offer by
Tenant to cancel  and  terminate  said  lease and to vacate  and  surrender  the
demised  premises,  the lease shall remain in full force and effect and Landlord
shall not  unreasonably  withhold  its  consent to the  proposed  assignment  or
sublet.

(i) As additional security for the prompt payment of the rent herein reserved to
Landlord,  and for the faithful  performance and punctual  observance of all the
other terms,  covenants,  agreements,  and conditions herein  contained,  Tenant
hereby assigns to Landlord all of Tenant's rights, title, and interest in and to
any sublease which may be made by Tenant affecting the demised premises,  or any
part  thereof,  and in and to the rents due or to become  due under the terms of
any such sublease. The aforesaid assignment shall take effect,  however, only in
the event of any default  hereunder made or suffered by Tenant and after written
notice given by Landlord to the subtenant or subtenants, as the case may be, and
shall  take  effect as to such of said  subleases  as  Landlord  shall  elect to
continue in full force and effect.

(j) If Tenant assigns this lease or sublets the demised premises in violation of
the  provisions  of this Article 55,  Landlord  may,  without  waiving any other
rights or remedies,  elect to double the annual  rental rate  payable  under the
terms of this lease for the period of such unlawful  occupancy  commencing  with
the date of such assignment or subletting.

56th  COMMENCEMENT DATE:

In the event  that the term of this  lease  commences  on a date  other than the
first of the month,  the rent for the second  month shall be  prorated,  and the
rent for the third month shall commence on the first day of the month.

57th  TERMINATION:

At the  expiration  of the term of this lease or upon the early  termination  of
this lease,  Tenant shall deliver to Landlord any and all equipment belonging to
Landlord  in  working  condition,  ordinary  wear and tear  excepted,  including
equipment  installed  or replaced by the Tenant.  The Tenant  further  agrees to
deliver to Landlord any and all guarantees on new and replaced equipment.

58th  DEFAULT:

Notwithstanding  any  provisions  in the  lease  permitting  Tenant  to cure any
default  within a specified  period of time,  if Tenant shall default (i) in the
timely payment of rent or additional rent, and such default shall continue or be
repeated for two consecutive  months or for a total of four months in any period
of twelve months or (ii) in the  performance of any material term,  condition or
covenant  of this lease  more than two times in any  period of six months  then,
notwithstanding that such defaults shall have, each been cured within the period
after notice,  if any, as provided in this lease,  any further  similar  default
shall be deemed to be deliberate and Landlord thereafter may cancel or terminate
this  lease as  provided  in Article 17 hereof  without  affording  to Tenant an
opportunity to cure such further default.

59th  MISCELLANEOUS:

(a) This lease is transmitted  for  examination  only and does not constitute an
offer to lease.  This lease shall become effective only upon execution hereof by
the parties hereto and delivery of the executed lease to Landlord by Tenant.

(b) This instrument  contains the entire and only agreement between the parties.
No oral  statements or  representations  or prior  written  matter not contained
herein shall have any force or effect.

(c)  This  lease  shall  not be  modified,  changed,  or  amended  in any way or
canceled, terminated or abridged except by a writing subscribed by both parties.

(d) Any  reference in the printed  portion of this lease to the City of New York
and the Administrative Code of the City of New York shall, where applicable,  be
deemed to refer to the ordinances,  rules and  regulations of the county,  town,
village and other  governmental  authorities with  jurisdiction over the demised
premises.

(e) If any term or  provision  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 term or provision to persons
or  circumstances   other  than  those  as  to  which  it  is  held  invalid  or
unenforceable, shall not be affected thereby and each term and provision of this
lease shall be valid and enforced to the fullest extent permitted by law.

(f) This  agreement  shall be governed by and construed in  accordance  with the
laws of the State of New York.

(g) Neither  this lease nor any  memorandum  hereof  shall be  recorded  without
Landlord's prior written consent.

(h) Each  provision  of this Lease  which  requires  the  consent or approval of
Landlord  shall be deemed to  require  the same in each  instance  in which such
provision  may be  applicable.  Any consent or approval by Landlord to or of any
act or omission by Tenant requiring  Landlord's consent or approval shall not be
deemed to waive any future requirement for such consent or approval to or of any
subsequent similar act or omission.

60th  Not used.

61st  Not used.

62nd  LIEN PROHIBITION:

Nothing  contained  in this lease shall be deemed to be, or construed in any way
as  constituting,  the consent of Landlord to any person for the  performance of
any labor or the  furnishing of any  materials at or to the demised  premises or
the  building and land of which the demised  premises are a part,  nor as giving
Tenant any right,  power or authority to contract or permit the  performance  of
any labor or the  furnishing of any material  which might give rise to the right
to record or file a lien  against the demised  premises or the real  property of
which the  demised  premises  are a part or  against  the  interests  therein of
Landlord or Tenant, it being intended that all persons who may perform any labor
or furnish any  materials to Tenant at the demised  premises  shall look only to
the credit of Tenant and such security as Tenant may furnish to such persons for
the payment of all such labor and  materials.  Landlord  does not consent to the
recording or filing of any mechanics' or other liens against the leased premises
or the real property of which the demised premises are a part or the interest of
Landlord or Tenant therein.

63rd  NOTICES:

Any notice required to be given by either party pursuant to this lease, shall be
in writing  and shall be deemed to have been  properly  given,  rendered or made
only if personally delivered,  or if sent by Federal Express or other comparable
commercial  overnight  delivery  service,  addressed  to the other  party at the
addresses  set forth  below (or to such other  address as Landlord or Tenant may
designate  to each  other  from time to time by  written  notice),  and shall be
deemed to have been given,  rendered or made on the day so  delivered  or on the
first business day after having been deposited with the courier service:

If to Landlord:   First Industrial, L.P.
                           311 South Wacker Drive
                           Suite 4000
                           Chicago Illinois 60606
                           Attn: Vice President -Portfolio Management

With a copy to:   First Industrial Realty Trust, Inc.
                           575 Underhill Boulevard
                           Suite 125
                           Syosset, New York 11791
                           Attn: Regional Director

With a copy to:   Barack, Ferrazzano, Kirschbaum & Perlman
                           333 West Wacker Drive
                           Suite 2700
                           Chicago, Illinois  60606
                           Attn: Howard Nagelberg and Suzanne Bessette-Smith

If to Tenant:              At the demised premises or as set forth below.

64th  RENT PAYMENTS:

All rent and  additional  rent and all other  sums and  charges  due under  this
lease,  shall be paid to Landlord  in  accordance  with the  payment  directions
attached  hereto as Schedule C or pursuant to such other  directions as Landlord
shall designate in this lease or otherwise.

65th  SUBORDINATION AND ATTORNMENT:

(a) Subject to the provisions of paragraph  65th(d) below,  this lease,  and all
rights of Tenant hereunder,  are subject and subordinate to all ground leases of
the  land  and  building  of  which  the  demised  premises  forms  a part  (the
"Property")  now or hereafter  existing  and to all  mortgages or trust deeds or
deeds of trust and all  renewals,  modifications,  replacements  and  extensions
thereof;  and to all  "Spreaders" and  consolidations  thereof (all of which are
hereafter  referred to collectively as  "Mortgages"),  that may now or hereafter
affect or encumber all or any portion of  Landlord's  interest in the  Property.
This  subordination  shall apply to each and every  advance made, or to be made,
under such  Mortgages.  This paragraph  shall be  self-operative  and no further
instrument of subordination shall be required,  however, in confirmation of such
subordination,  Tenant shall, from time to time, execute acknowledge and deliver
any instrument that Landlord may, from time to time, reasonably require in order
to  evidence  or  confirm  such  subordination.  If  Tenant  fails  to  execute,
acknowledge or deliver any such instrument within twenty (20) days after request
therefor,  Tenant  hereby  irrevocably  constitutes  and  appoints  Landlord  as
Tenant's  attorney-in-fact,  which  appointment is coupled with an interest,  to
execute  and deliver any such  instruments  for and on behalf of Tenant.  Tenant
acknowledges  that this lease and the rents due under this lease have been (and,
in the future,  may be)  assigned by Landlord to a Superior  Mortgagee  (defined
below) as additional  collateral  security for the loans secured by the Superior
Mortgage  (defined below) held by such Superior  Mortgagee.  Any ground lease to
which  this Lease is subject  and  subordinate  is  hereafter  referred  to as a
"Superior Lease",  the Lessor under a Superior Lease is hereinafter  referred to
as a "Superior Lessor," and the lessee  thereunder,  a "Superior Lessee" and any
Mortgage to which this Lease is subject and subordinate is hereinafter  referred
to as a "Superior Mortgage" and the holder of a Superior Mortgage is hereinafter
referred to as a Superior Mortgagee.

(b) In the event that Landlord breaches or otherwise fails to timely perform any
of its  obligations  under this lease,  Tenant  shall  give,  by  registered  or
certified mail, return receipt requested,  written notice of such alleged breach
or default to Landlord and to each Superior  Mortgagee and Superior Lessor whose
name and address shall  previously have been furnished,  in writing,  to Tenant.
Any or all of Landlord,  a Superior  Mortgagee or Superior  Lessor may remedy or
cure such breach or default within thirty (30) days following the giving of such
notice;  provided,  however,  that said  thirty  (30) day cure  period  shall be
automatically  extended in the event that the breach or default  cannot,  by its
nature,  be cured  within  thirty  (30)  days and one or more of  Landlord,  the
Superior Mortgagee or the Superior Lessor is diligently  proceeding to cure said
default.

(c) If any  Superior  Lessor or  Superior  Mortgagee  (whether  by  receiver  or
otherwise)  shall  succeed to the  rights of  Landlord  hereunder  or comes into
possession  of the Property or any part  thereof,  then,  at the request of such
party (hereinafter referred to as a "Successor  Landlord"),  Tenant shall attorn
to and recognize each Successor  Landlord as Tenant's  landlord under this lease
and shall promptly  execute and deliver any instrument  such Successor  Landlord
may  reasonably  request to further  evidence  such  attornment.  Tenant  hereby
acknowledges that in the event of such succession,  then from and after the date
on which the Successor  Landlord  acquires  Landlord's rights and interest under
this lease (the "Succession  Date"), the rights and remedies available to Tenant
under this Lease with respect to any obligations of any Successor Landlord shall
be limited to the equity interest of the Successor Landlord in the Property; and
the Successor  Landlord shall not (i) be liable for any act, omission or default
of  Landlord or other  prior  lessor  under this lease if and to the extent that
such act,  omission or default occurs prior to the Succession  Date; (ii) except
as required  under  Paragraphs 49 and Paragraph 9 of this lease,  be required to
make or complete any tenant  improvements or capital  improvements or to repair,
restore,  rebuild or replace  the demised  premises  or any part  thereof in the
event of damage casualty or condemnation;  or (c) be required to pay any amounts
to Tenant that are due and payable,  under the express terms of this lease prior
to the  Succession  Date.  Additionally,  from and  after the  Succession  Date.
Tenant's  obligation to pay the annual  rental,  rate or additional  rent or any
other  sum due the  Landlord  under  this  lease,  shall not be  subject  to any
abatement,  deduction,  set-off or counterclaim  against the Successor  Landlord
that arises as a result of, or due to, a default of Landlord or any other lessor
that occurs prior to the Succession Date. Moreover,  no Successor Landlord shall
be bound by any advance payments of the annual rental rate or additional rent or
any other sum due the Landlord under this lease made prior to the calendar month
in which the  Succession  Date occurs nor by any  Security  that is not actually
delivered to, and received by, the Successor  Landlord.  The  provisions of this
Paragraph 65th(c) shall be self operative upon demand of such Superior Lessor or
Superior Mortgage and no further  instrument shall be required to give effect to
such provisions.

(d) It is  agreed  that as to any  Superior  Mortgage  hereafter  placed  on the
demised premises,  the subordination provided for above shall extend only to and
advances made thereunder under which the Superior  Mortgagee by agreement in the
Superior Mortgage or in a separate  instrument in form and substance  reasonably
acceptable  to such  mortgagee  and in such  mortgagee's  standard form (a "Non-
Disturbance  Agreement")  contracts  to the  effect  that,  if there  shall be a
foreclosure  of its  mortgage,  such  mortgagee  will  not  make  Tenant a party
defendant to such foreclosure,  evict Tenant,  disturb Tenant's possession under
this lease or terminate or disturb Tenant's  leasehold estate or rights provided
under this lease, provided no default beyond any applicable notice and grace has
occurred  hereunder  which remains  uncured.  Landlord  shall use its reasonable
efforts to obtain such a Non-Disturbance  Agreement from its present  mortgagee.
Tenant shall bear the cost of such mortgagee in obtaining such agreement.

66th. The security referred to in paragraph 32 hereof shall bear interest at the
then money market account rate of Citibank,  N.A. for  commercial  accounts less
Landlord's  administrative  fee of one (1%) percent and Landlord shall remit the
interest to Tenant annually.

67th The heating, ventilating, air-conditioning, electrical, plumbing, sprinkler
systems and overhead  doors shall be in working order upon the  commencement  of
the term of this lease.

68th Landlord  represents that the rated rentable area of the demised  premises,
as calculated in the method approved by the Real Estate Board of New York, Inc.,
is approximately  15,722 square feet and the rated rentable area of the building
is approximately 220,000 square feet.

69th Supplementing  Article 4 of this lease, if a vermin infestation arises from
outside of the demised premises, Landlord, not Tenant, shall exterminate same at
Landlord's expense.

70th In the exercise of any of its rights under paragraph 19, Landlord shall use
reasonable  efforts  to avoid  interference  with  Tenant's  use of the  demised
premises and except in an emergency provide reasonable advance telephonic notice
before exercising such rights.  Landlord agrees that if such repairs, other than
for  repairs  Landlord  is making as a result of  Tenant's  failure to make such
repairs, damage any part of the demised premises, then Landlord shall repair and
restore the damaged portion of the demised premises.

71st  Supplementing  Article  10 hereof,  Tenant  may seek a separate  award for
moving expenses, fixtures and movable equipment provided such claim shall not in
any way delay or diminish Landlord's award.

72nd Landlord,  not Tenant,  shall cure any  violations  that affect the demised
premises  on the  date of  delivery  of  possession  to  Tenant  of the  demised
premises.

73rd If Landlord  shall receive a refund of any portion of the Real Estate Taxes
payable during any lease year after the base year for the Real Estate Taxes as a
result of a reduction of said Real Estate Taxes by final  determination of legal
proceedings,   settlement  or  otherwise  (for  which  Tenant  shall  have  paid
additional  rent,  as  provided  in this  lease),  after  receiving  the refund,
Landlord shall pay to Tenant its  proportionate  share of the refund less all of
the expenses  (including,  but not limited to,  attorneys' and appraisers' fees)
incurred in  connection  with  obtaining the refund,  provided  Tenant is not in
default after notice and applicable grace period under this lease at the time of
receipt of such refund.

74th  Anything  to the  contrary  herein  notwithstanding,  the  Tenant is given
permission  to  erect a sign  over the  entrance  door of the  demised  premises
provided:

(a) Said sign  shall  comply  with all rules and  regulations  of any  governing
authorities having jurisdiction thereof.

(b) Said sign shall not interfere with the signs of any other tenants.

(c) Said sign shall be installed without damage to the building.

(d) Said sign shall be subject to the prior  written  approval  of the  Landlord
which  approval  shall not be  unreasonable  withheld or  delayed,  it being the
intention  of the  Landlord  that the signs to be erected by the  tenants of the
building shall conform to a uniform format and plan.

(e) Said sign may include Tenant's logo.

75th Tenant may make non-structural alterations in a good and workmanlike manner
using new  materials  and in the  manner  permitted  by this lease  without  the
consent of Landlord (however, Tenant shall notify Landlord of such changes prior
to the commencement of any work),  provided the cost of such  alterations  shall
aggregate in any instance or in any twelve month period is less than  $15,000.00
and provided such alterations do not affect the systems of the building.  In all
other  instances,  the  Landlord  shall not  unreasonably  withhold or delay its
consent to such  non-structural  alterations  which do not  increase  the square
footage of the demised premises, will not endanger or impair the building or the
demised  premises  and do not  diminish  the  value of the  building.  All plans
prepared by Tenant (where  Landlord's  consent is required) in  connection  with
such  alterations  shall be delivered to Landlord prior to  commencement  of any
work by Tenant.  Tenant shall also obtain,  when appropriate,  final ''as built"
plans for all such work and provide copies  thereof to Landlord.  Landlord shall
cooperate with Tenant (but without being obligated to incur any expense thereby)
in connection with any application for permits,  approvals and  certificates and
shall execute the same upon request by Tenant.  Tenant shall pay the  reasonable
costs  incurred  by  Landlord  to review  its plans  and  proposed  alterations,
including,  without  limitation,  Landlord's  reasonable legal and architectural
expenses.

76th  Tenant  shall  have  the  right,  subject  to  the  terms  and  conditions
hereinafter set forth without the consent of Landlord, to assign its interest in
this lease to (i) a corporation or other entity which shall (A) control  Tenant;
(B) be under the control of or be under common  control with Tenant and/or Casey
Systems Inc.; or (C) any corporation or entity with which Tenant consolidates or
merges (any such entities or any corporation  with which Tenant  consolidates or
merges being a "Related Entity"). Tenant may also sublease all or any portion of
the demised  premises to a Related Entity  without the consent of Landlord.  Any
assignment  or  subletting  described  above may only be made upon the condition
that (i) any such  assignee  or  subtenant  shall  continue  to use the  demised
premises  for uses  permitted by Article 2; (ii) the  principal  purpose of such
assignment or sublease is not the acquisition of Tenant's interest in this lease
(except if such  assignment or sublease is made to a Related  Entity and is made
for a valid  intracorporate  business  purpose and is not made to circumvent the
provisions of Article 2 or Article 55th).Tenant shall within ten (10) days after
execution  thereof  deliver to Landlord (i) a duplicate  original  instrument of
assignment  in form and  substance  reasonably  satisfactory  to Landlord,  duly
executed by Tenant;  (ii) a duplicate original  instrument of assignment in form
and  substance  reasonably  satisfactory  to  Landlord,  duly  executed  by  the
assignee, in which such assignee shall assume observance and performance of, and
agree to be personally  bound by, all of the terms,  covenants and conditions of
this lease,  on Tenant's  part to be observed and  performed  from and after the
date of such  assignment;  or (iii) a duplicate  original  sublease in substance
reasonably satisfactory to Landlord, duly executed by Tenant and the subtenant.

77th In making repairs,  alterations,  additions or  improvements  under Article
4th, Landlord shall use commercially  reasonable efforts to minimize  disruption
of  Tenant's  business  operations.  If  Landlord  shall fail to comply with the
provisions of Article 4th other than for reasons  beyond the control of Landlord
and solely by reason thereof, the conduct of Tenant's normal business operations
in all or part of the demised  premises  shall be  materially  impaired and such
impairment  shall continue for more than ten successive  days,  then Tenant,  if
Tenant  shall  vacate the  affected  portion of the demised  premises,  shall be
entitled to an abatement of all the annual rental rate and  additional  rent for
each day  thereafter  of such  actual  impairment,  allocable,  in the case of a
partial impairment,  to the portion of the demised premises so affected,  if and
only if,  insurance  cannot be obtained by Tenant to  compensate  Tenant for the
loss of the use of the demised premises during such period.

78th In the exercise of its rights under paragraph 13th, Landlord shall promptly
repair at Landlord's cost and expense,  any damage caused by Landlord during the
course of such work and/or entry onto the demised premises and shall restore the
demised  premises as nearly as  practicable  to the condition  existing prior to
such  installation,  in keeping with the decor of the demised  premises.  In the
event that after the  completion of any such work the usable  square  footage of
the demised premises shall be thereby reduced, then the annual rental rate shall
be proportionately  reduced from and after the completion of such work according
to the part of the demised  premises  which  remains  usable.  Landlord will use
commercially  reasonable  efforts in the performance of such work in the demised
premises to not  unreasonably  interfere with or disrupt Tenant's conduct of its
business in the demised premises.

79th  Notwithstanding  anything to the contrary in  paragraph 35 hereof,  if any
excavation  materially  obstructs  the business of Tenant,  then Tenant shall be
entitled to an abatement of the annual  rental rate  prorated for the portion of
the  demised  premises,  which  Tenant is unable to use  during  such  period of
obstruction and which Tenant actually vacates during such period of obstruction.

80th  The period stated in paragraph 36 as 15 days, is changed to 30 days.

81st In no event shall  Landlord  act as Tenant's  attorney-in-fact  in any case
referred to in this lease.

82nd Landlord  represents that the use of the demised  premises for warehousing,
light   manufacture,   assembly,   and  incidental  offices  complies  with  the
certificate of occupancy for the building.  Landlord further  represents that to
its  knowledge  such use will not cause an increase in the rate of insurance for
the demised  premises.  Any violation of the provisions hereof shall not entitle
Tenant to a claim of money damages (other than moving expenses) or consequential
damages against Landlord and shall not be enforceable against Landlord after the
first year of this lease.  Tenant's sole remedy shall be the termination of this
lease after failure by Landlord to remedy such violation within thirty (30) days
after notice  thereof or to commence to cure such  violation  within said thirty
(30) days and diligently pursue same to completion at Landlord's sole option.

83rd  Notwithstanding  anything to the  contrary  contained  in this  lease,  no
modification,  addition or improvement to the building or the common areas shall
permanently change the location,  size, or configuration of the demised premises
or materially deny access to any portion of the demised premises to Tenant.

84th (a) Landlord  agrees to indemnify and hold Tenant harmless from and against
any and all claims, demands, costs and expenses, including reasonable attorney's
fees  and  disbursements  for the  defense  thereof,  other  than  consequential
damages,  arising  from any  breach or default  on the part of  Landlord  in the
performance of any covenants or agreements to be performed by Landlord  pursuant
to the terms of this lease, or from any negligent acts or omissions of Landlord,
its agents, contractors, employees, invitees or assigns. In case any such action
or proceeding is brought against Tenant by reason of such claim,  promptly after
notice  from  Tenant of such claim,  Tenant  covenants  to defend such action or
proceeding by legal counsel reasonably satisfactory to Landlord.  Landlord shall
not be held harmless for its  negligence or  contributory  negligence or willful
misconduct or that of its agents, contractors, employees, invitees or assigns.

(b) Tenant agrees to indemnify  and hold Landlord  harmless from and against any
and all claims,  demands,  costs and expenses,  including reasonable  attorney's
fees  and  disbursements  for the  defense  thereof,  other  than  consequential
damages,  arising  from any  breach  or  default  on the part of  Tenant  in the
performance of any covenants or agreements to be performed by Tenant pursuant to
the terms of this lease, or from any negligent acts or omissions of Tenant,  its
agents, contractors,  employees, invitees or assigns. In case any such action or
proceeding  is brought  against  tenant by reason of such claim upon notice from
Landlord of such claim,  Tenant covenants to defend such action or proceeding by
legal counsel  reasonably  satisfactory to Landlord.  Landlord shall not be held
harmless for its negligence or contributory  negligence or willful misconduct or
that of its agents, contractors, employees, invitees or assigns.

85th In the event the parties hereto become  involved in a proceeding to enforce
this lease, or the rights, duties or obligations hereunder,  then the prevailing
party in such  proceeding  shall be  entitled  to  receive as part of any award,
reasonable attorney fees and disbursements.

86th  Where  Landlord's  consent is  required,  in the event  Landlord  fails to
respond to a request for consent  within thirty (30) days after written  demand,
such request shall be deemed granted.

87th  Wherever  Landlord has reserved the right in this lease to enact rules and
regulations,  such  rules  and  regulations  shall  be  reasonable  and  applied
uniformly and equally to all tenants.

88th All trade  fixtures,  machinery,  equipment  signs,  inventory and personal
property of Tenant shall remain the sole property of Tenant  throughout the term
of thus lease and shall not be subject to any liens by Landlord  during the term
of this  lease,  unless this lease shall be  terminated  by Landlord  and Tenant
shall not have removed same prior to such termination.

89th  TRANSFER SECURITY FROM A PREVIOUS LEASE:

Tenant shall be credited with  security in the amount of  $20,350.00  heretofore
deposited  with the  Landlord  pursuant to its lease dated  January 19, 1995 for
premises at 270 Duffy Avenue, Hicksville, New York. No amount shall be deposited
at the time of execution of this lease.

90th Within a reasonable time after the Commencement  Date,  Landlord and Tenant
shall execute and exchange  duplicate  original  instruments which shall fix for
all purposes the  Commencement  Date and Expiration  Date,  however,  failure to
execute such  instruments  shall not affect,  delay or impair the performance by
Landlord or Tenant of their obligations  hereunder  including the payment of all
rent.

91st  TENANT'S PARKING:

Landlord  shall  provide  Tenant with ten (10)  reserved  parking  spaces in the
parking lot of the Property.  Additionally,  the use of these parking  spaces by
Tenant is subject to  compliance  with all  applicable  provisions of this lease
including paragraph 51st(a) and (b).

92nd.  Landlord  states  that  the  Property:  to its  knowledge,  is free  from
Hazardous  Materials,  including,  without  limitations,  asbestos,  which would
interfere  with the use of the demised  premises by Tenant as  permitted by this
lease or which  would  affect  the  health  or well  being of its  employees  or
invitees. Landlord shall indemnify, defend and hold harmless Tenant from any and
all claims, judgments,  damages,  penalties, fines, costs, liabilities or losses
(other than consequential  damages) Tenant may incur or suffer resulting from or
arising  from any  Hazardous  Condition  or  Hazardous  Materials  presently  in
existence at the  Property or any  Hazardous  Condition  or  Hazardous  Material
brought  to  the  Property  by  Landlord,  its  employees,  agents  or  invitees
hereafter.

                            FIRST INDUSTRIAL, L.P., a Delaware
                                Limited Partnership

                            BY: FIRST INDUSTRIAL REALTY TRUST, INC., a Maryland
                               Corporation, General Partner

                            BY: __________________________________



                            CASEY SYSTEMS, INC.

                            BY: __________________________________