Exhibit 10.4

                                 LEASE AGREEMENT

THIS LEASE AGREEMENT, made this _____ day of June, 2000 between
Rotterdam Ventures, Inc. d/b/a/ Galesi Enterprises, having its
principal office at 145 Huguenot Street, New Rochelle, New York 10801
(Lessor) and CCS International Ltd., having its office at 360 Madison
Avenue, New York, NY 10017 (Lessee).

                                   WITNESSETH

   WHEREAS, Lessor is the owner of that certain tract of land with
building and improvements thereon erected commonly known as 145
Huguenot Street (hereinafter referred to as the Premises). New
Rochelle, New York; and

   WHEREAS, Lessee desires to rent a portion of the premises for the
conduct of its business;

   NOW THEREFORE, in consideration of the payment by Lessee of the
rent hereinafter reserved and the mutual performance of the covenants
and conditions hereinafter set forth, Lessor does hereby let the
demise unto Lessee and Lessee does hereby take and hire from Lessor, a
certain portion of the Lessor's premises (hereinafter referred to as
the "leased premises"), located on the 3rd floor of 145 Huguenot
Street, comprising approximately 2,665 square feet of rentable space
and 6375 square feet of rentable space on the Mezzanine Level. Lessor
shall perform the construction required for the leased premises as set
forth in Exhibit C.

   1. TERM: This lease is for a term of 10 years and three months,
commencing on or about August 1, 2000 assuming the leased premises
(suite 310) are outfitted and ready for occupancy by Lessee (as
defined in Paragraph 10 thereof) and expiring October 31, 2010 unless
renewed or shall end on such earlier date or be canceled or terminated
pursuant to the provisions of this lease agreement or pursuant to law.
The Mezzanine suite will be ready for occupancy on July 1, 2000.
<PAGE>

   2. RENTAL SCHEDULE:

                   Suite 310     Mezzanine

        Year 1:    $17.25/sf     $9.50/sf
        Year 2:    $17.50/sf    $10.00/sf
        Year 3:    $17.77/sf    $10.50/sf
        Year 4:    $18.03/sf    $11.00/sf
        Year 5:    $18.30/sf    $11.50/sf
        Year 6:    $18.58/sf    $12.00/sf
        Year 7:    $18.86/sf    $12.50/sf
        Year 8:    $19.14/sf    $13.00/sf
        Year 9:    $19.43/sf    $13.50/sf
       Year 10:    $19.72/sf    $14.00/sf

These rates do not include electric, or air conditioning. The
Lessee shall pay a "late charge" of 2% per month from the due date,
which shall be the First of each month, or any installment of rental
(Fixed Minimum, or other as may be construed as rent) if said rental
payment is made more than ten (10) days after its due date. Lessee to
receive three (3) months free rent at the start of the lease term.
Lessee will be responsible for electric charges during the abatement
period.

B) The rentable area set forth above has been determined from the
plans of the leased premises. If Lessee should expand its area of
actual occupancy such that there should be variance between said plans
and the actual rentable area occupied by Lessee, then promptly upon
notice by Lessor to Lessee of such variance, the parties shall enter
into a recordable agreement to reflect such change and the Fixed Rent
shall be adjusted in accordance therewith.

C) The Lessor reserves the right upon mutual consent and sixty
(60) days notice, to relocate the Lessee to other space in the
Building, which space shall be comparable in size and configuration to
the presently Demised Premises and the decor of the "New" Premises
shall be at least equal to or superior to the presently Demised
Premises under this lease. This request shall be in writing and does
not require Lessee's written approval. All relocation costs,
remodeling, etc., shall be borne by the Lessor and all terms and
covenants of this lease shall remain unchanged and in full effect
except as noted below. Depending upon the term of the lease, the
parties reserve the right with mutual assent to enter renegotiation
discussions regarding the term of the lease.
<PAGE>

D) The monthly fixed rental payments shall be paid in advance,
without notice, on or before the first day of each calendar month
following the Commencement Date and each month thereafter during the
term of this lease or any renewal thereof (except that Lessee shall
pay, upon the execution and delivery of this lease agreement by
Lessee, the sum of $8,877.81 to be applied against the first
installment of Fixed Rent becoming due under this Lease). Lessee
covenants that the Fixed Rent shall be paid promptly to Lessor, at
Lessee's option by mail or in person either at the offices of Lessor
at 145 Huguenot Street, New Rochelle, New York or to such other person
or at such other pace as Lessor may designate, in lawful money of the
United States, without notice, demand or abatement (except an
abatement expressly provided for in this lease) and without any setoff
or deduction whatsoever. Lessee further covenants that any Additional
Rent hereinafter provided for shall be paid to Lessor in the same
manner and subject to the same conditions, covenants and requirements
as provided for the payment of the Fixed Rent, on or before the first
day of the first calendar month or within 10 day grace period
following demand therefore (unless otherwise specifically provided in
this lease).

3. USE OF PREMISES: Lessee will use and occupy the leased premises
(suite 310) as executive, office, conference center and general office
and on the Mezzanine, will engineer, assemble and service computer
related devises for its lawful business purposes. Lessee will comply
with any and all laws, ordinances rules, orders and regulations of any
governmental authority which are applicable to the conduct of Lessee's
business on the leased premises. The parties agree not to hinder the
operational activities of either party within such common areas as the
Plaza entrance and Lobby, elevators, fire access lanes, driveways,
turn-around areas, parking, loading, unloading and shall mutually
observe the restricted areas of either party or other tenants on the
Premises.
<PAGE>

4. TAXES & ASSESSMENTS-UTILITY CHARGES & OPERATING SERVICES:

   A) During the term of this lease agreement Lessee shall pay as
Additional Rent its pro rata share of any real estate tax ("Tax")
which is in excess of the real estate tax imposed or assessed on the
same for the base tax year. The base tax year shall be the period
January through December 2001.

   1) Lessee's share of any increased Tax shall be due and payable 30
days after presentation of appropriate Tax statements showing that
such Tax is due and substantiating Tax receipts by Lessor.

   2) The Lessee's proportionate share of any Tax increase shall be
3.23%. In the event that the amount of space rented by Lessee shall
increase or decrease, the share of Tax paid by Lessee shall be
proportionately increased or decreased.

   3) The terms "Tax" or "Taxes" shall mean the total of all real
estate taxes and special assessments levied or imposed against the
Premises, together with any franchise, income, profit or other tax,
however designated, which is, due to a future change in the method of
taxation, substituted in full or in part for or in lieu of such real
estate tax but not including interest or penalties, including but not
limited to any new tax of a nature not presently in effect but which
may be hereinafter levied, assessed or imposed on the Lessor, or the
Premises, if such tax shall be based or arise out of the ownership,
use or operation of the premises. Under no circumstances, however,
shall "Tax" or "Taxes" include income tax or franchise tax due in
respect of Lessor's business or that of its partners or ventures.

   4) Notwithstanding anything herein to the contrary, if any act of
the Lessee results in the increase of real estate taxes payable by the
Lessor, the full amount of such increase shall be charged to the
Lessee and paid as Additional Rent hereunder.
<PAGE>


   B) During the term of this lease agreement or any renewal or
extension thereof, Lessee shall pay for the following utilities
required for its operations:

   1) All telephone equipment, installation and usage to be billed
direct to the account of the lessee by the utility.

   2) Lessor shall cause hot and cold water for ordinary lavatory,
cleaning, drinking and toilet facility purposes to be furnished at no
expense to Lessee. In the event that Lessee requires water to be
furnished in addition to such hot and cold water, Lessor shall cause
the same to be supplied and Lessee shall pay the cost thereof as
measured by a meter or meters in stalled by Lessor at Lessee's
expense, and if no such meter can be installed with respect to hot
water, the reasonable charge for heating such water (not to exceed
Lessor's cost therefore). Lessee shall also pay any sewer rent
attributable to the use of such additional water and all such water
charges and sewer rents shall be paid by Lessee as Additional Rent
within thirty (30) days after rendition of a bill therefore
accompanied by appropriate documentation and substantiating receipts
by Lessor.

   3) Lessor shall provide Lessee with electric energy. Lessee to pay
for electric energy on a rent inclusion basis with the additional rent
inclusion factor being $2.25 per square foot per annum for the 2665
rentable square feet on the 3rd floor and 4075 rentable square feet on
the Mezzanine. Lessee to pay $1.25 per rentable square foot for 2,300
rentable square feet of storage area on the Mezzanine.

   C) Lessee agrees to pay as Additional Rent 3.23% of the cost of
any increases to the "Operating Costs" that may be incurred during
every calendar year or part thereof during the term of this lease
which shall be in excess of the operating costs for the calendar year
2001 based on full occupancy of the Premises (hereinafter referred to
as the operating base year). In the event that the amount of space
rented by Lessee shall increase or decrease, the share of maintenance
costs paid by Lessee shall be proportionately increased or decreased.
"Operating Costs" shall include Lessor's reasonable costs or
contribution to costs incurred in good faith for:
<PAGE>

   1) Wages and salaries paid by or contributed to by Lessor, and
contract costs paid to independent contractors utilized by Lessor for
the normal operation, maintenance and repair of the Premises,
including Social Security taxes, Unemployment Insurance taxes,
worker's compensation payments, payments required by any union rule or
regulation, and other provisions imposed by law, together with any
employee "fringe benefits" incurred by Lessor;

   2) Management charges provided same are not in excess of such
charges customarily charged in similar buildings in Westchester
County;

   3) Uniforms of employees specified in subparagraph (1) above and
the cleaning and pressing thereof;

   4) Repairs to, replacement of and physical maintenance of the
Premises and its equipment and appurtenances; and additions and
improvements required by law; and the cost of supplies and equipment
used in connection therewith; and the cost of painting in public and
common areas;

   5) Premiums and other charges by Lessor with respect to insurance
of all kinds for the Premises which Lessor determines to be reasonably
necessary at its sole discretion and which Lessor in good faith pays
and incurs;

   6) Costs incurred for fuel or other energy for heating the
premises and operating the air conditioning system, for electricity,
steam, or other power required in connection with the operation or the
Premises; it being understood that this shall not include costs for
which Lessor is reimbursed by other tenants (including electric energy
paid for by rent inclusion);

<PAGE>

   7) Costs incurred in connection with inspection and servicing of
the Premises, its appurtenances and equipment;

   8) Water and sewer charges, except as specified in Paragraph 4
(B,2) above;

   9) Any other tax or expense, direct or indirect, incurred by
Lessor in connection with the operation, maintenance and repair of the
Premises, its appurtenances and equipment.

   10) Attorney's and auditing fees necessarily incurred in
connection with the maintenance and operation of the Premises, and
accounting fees incurred in connection with the preparation of Expense
Control Statements, as well as expenses incurred (including attorney's
fees) with respect to efforts to obtain a reduction in the annual
assessed valuation of the Premises, but with attorney's fees therefore
not in excess of the amount of the resulting decrease in Taxes;

   11) Operating costs shall be "net" only, and for that purpose
shall be deemed reduced by the amounts of any insurance reimbursement,
other reimbursement, recoupment payment, discount, credit, reduction,
allowance, or the like, received by Lessor in connection with such
operating costs.

   12) Notwithstanding anything contained herein and without limiting
the generality of the foregoing, the following costs shall be not be
including in operating costs:

   a) The cost of painting, repainting, decorating or redecorating
for any Lessee of the Premises or of providing for any such Lessee
special cleaning services;

   b) Any renting commissions or collection expense;

   c) The cost of making any installations, changes or alterations
for existing or incoming leases;

   d) Expenditures for improvements and replacements which under
generally accepted accounting principles and practice should be
classified as capital expenditures except that there shall be
included:
<PAGE>


   i) any capital expenditure for improvements the purpose of which
is to realize savings of costs in the maintenance and operation of the
Premises; such expenses shall be included in the operation costs,
amortized on a straight line basis over the period of time reasonably
anticipated to result in a saving in operating costs, equal to the
amount of such expenditure; and

   ii) any capital expenditure made after the operating base year in
compliance with the requirement of any Federal, State or local law or
governmental regulation, as, for example, the Federal Occupational,
Safety and Health Act, to the extent of the reasonable amortization
(with interest) for the cost of same;

   iii) periodic capital expenditures which under generally accepted
accounting principles and practice are regarded as normal building
operating expenses in major office buildings;

   iv) if, by reason of installation of labor saving devices or
otherwise, any items which are included in Lessor's Operating Base
year shall be eliminated in any later year, then for the purpose of
computing Operating Costs for such later year such items shall be
deemed to be eliminated during the Operating Base Year.

   13) The Lessor's "Expense Control Statement" shall set forth the
amount of the above items of operating costs for the operating base
year and for the operating base year and for each year of increased
cost and shall be in sufficient detail to substantiate the amount of
the increase and the amount to be paid by Lessee. The Lessor or its
Certified Public Accountants shall attest to the applicable increased
costs and the increase to be paid by the Lessee. If Lessor shall not
have delivered to Lessee the statement mentioned herein for any year,
Lessee shall continue to pay Lessor the sums payable for the
immediately preceding calendar year until the statement for the then
current calendar year shall have been delivered, at which time the
monthly payments by Lessee shall be adjusted retroactively. Lessor
shall permit Lessee to audit and verify the same on reasonable request
by Lessee, allow Lessee's representatives to examine the records and
receipts pertaining to the costs referred to in the Expense Control
Statement and shall confer with Lessee in an effort to in good faith
resolve any disputes. Notwithstanding any other provisions in this
lease, only one Expense Control Statement shall be issued in respect
of any one year and it shall be issued within one year after the end
of the year to which it pertains.
<PAGE>

   14) All such increased payments shall be prorated for any partial
calendar years during the term of this lease agreement.

   D) The amounts due under Section 4, Paragraphs (A), (B), and (C)
hereof shall be paid by Lessee and collectible as Additional Rent
without setoff or deduction and shall be paid within thirty (30) days
after written demand by Lessor accompanied by the documentation
required by this lease except that at lessor's option, Lessee shall
pay the Lessor, on demand, in advance, a sum equal to one-twelfth
(1/12) of any amounts due by reason hereof multiplied by the number of
months of the calendar year then elapsed, and one-twelfth (1/12) of
such in respect of the then current month, and thereafter one-twelfth
(1/12) in respect of each succeeding month in the applicable year on
each monthly rent day, and Lessee shall be entitled to a credit for
the amount so paid in advance against the escalation shown due at the
end of each such year.
<PAGE>

   E) Lessor's failure during the lease term to prepare and deliver
any of the foregoing tax bills, statements or bills, or Lessor's
failure to make a demand, shall not in any way result in or cause
Lessor to forfeit or surrender its rights to collect any of the
foregoing items of Additional Rent which may have become due during
the term of this lease agreement.

   F) Lessee's liability for the amounts due under this Paragraph
shall survive the expiration of the term. In no event shall any rent
adjustment hereunder result in a decrease in the fixed annual rent.
<PAGE>

5. ELECTRICAL SYSTEM & SERVICE:

   A) The Lessor shall provide to the Lessee the installed or
connected electrical system and related equipment for the leased
premises. Any relocation, addition or alteration of the system beyond
the building standard, done at the request of Lessee after the leased
premises are outfitted as provided by the lease, shall be at the
Lessee's expense.

   B) Lessor shall not be liable to Lessee at any time for any loss,
damage, or expense resulting from any change in the quantity or
character of the electrical service furnished to the premises by the
electric utility; by the cessation or interruption of the supply of
current by the electric; nor shall any such loss, damage or expense,
or non-suitability, non-availability, cessation or interruption in the
supply of electric service or current by the electric utility in any
way affect the tenancy or in any way relieve Lessee of any obligation
arising under the terms of the lease agreement.

   C) In order that the personal safety and property of the occupants
and owner of the Premises may not be imperiled by the over-taxing of
the capacity of the existing electrical distribution system, Lessee
agrees not to make any alterations or additions to the electrical
equipment, appliances, fixtures or other machinery utilizing electric
power (other than lamps, lighting, typewriters, word processing
equipment, document reproduction equipment, telephone facsimile and
communications equipment, refrigerator, microwave, television and VCR,
personal computers, IBM or similar computer equipment, and other
normal or small office machines) without obtaining the prior written
consent of Lessor in each instance. Lessor shall provide feeders and
wiring necessary for Lessee's equipment as provided by this lease and
Lessee covenants and agrees that at all times its use of electric
current shall never exceed the capacity of such existing feeders or
any wiring installation in the leased premises.

   D) Replacement lamps/starters for all lighting fixtures shall be
for the Lessor's account.

   6. HEATING, VENTILATING & AIR CONDITIONING SYSTEM & SERVICE:

   A) Lessor shall provide heating, air conditioning, and year round
ventilating system into the interior areas, temperature conditions of
68 degrees F. dry bulb when the outside is 0 degrees F., and 75
degrees F. dry bulb when the outside temperature is 95 degrees F. Any
change in location of diffusers or peripheral system unit, control
valves, thermostats and openings in the demising wall to the slave to
allow for the transfer of return air within the plenum, done at the
request of Lessee after the leased premises are outfitted as provided
by this lease, shall be for the account of the Lessee.
<PAGE>

   B) Lessor shall provide the above levels of HVAC throughout the
year, in accordance with the Regular Business Hours of the premises
(which shall be Monday through Friday, 7:00 a.m. to 6:00 p.m.). For
any usage beyond the above time for HVAC equipment not included in
Lessee's sub meter, the Lessee shall compensate the Lessor for the
actual cost of Lessee's actual usage at the Lessor's then current
hourly rate (currently $75.00); such charges to be billed by the
Lessor and paid by Lessee monthly as Additional Rent. Lessee shall
give notice prior to 4:00 p.m. in the case of service on working days
and prior to 4:00 p.m. on Fridays (or the preceding working day, in
the case of holidays) in the case of such service on days other than
working days.

   C) Lessee agrees to keep and cause to be kept closed all windows
in the leased premises and to close the blinds when necessary because
of the sun's position, and Lessee agrees at all times to cooperate
fully with the Lessor's energy conservation measures and to abide by
all reasonable regulations and requirements which Lessor may prescribe
for the proper functioning and protection of the HVAC system.

   D) Lessee agrees that in the event its occupancy level or
electrical load or both shall exceed the design capacity, the cost to
Lessor of providing the necessary additional HVAC capacity, including
but not limited to any necessary equipment, duct work or the like
together with the cost of operation thereof, shall be for the account
of Lessee and shall be payable by Lessee to Lessor, based upon the
capacity of such additional equipment or the cost of otherwise
providing such additional capacity. Lessor shall furnish Lessee in
writing with an estimate of the cost of any such additional HVAC
equipment together with the additional monthly amount for operating
any additional capacity, and shall receive Lessee's written approval
thereof prior to providing such additional HVAC capacity.
<PAGE>

   E) Lessor, through the term of this lease agreement, shall have
free unrestricted access to any and all HVAC equipment in the leased
premises upon reasonable notice. Lessor reserves the right to
interrupt, curtail, stop or suspend such HVAC equipment when necessary
by reason of accident, or repairs, alterations or improvements that
are in the judgment of Lessor to be desirable or necessary to be made.
No diminution or abatement of rent or other compensation shall or will
be claimed by Lessee, nor shall the lease agreement or any of the
obligations of Lessee be affected or reduced by reason of interruption
or curtailment of such HVAC, when such interruption or curtailment or
stoppage or suspension shall be due to failure to electric power or
accident, or to repairs, alterations or improvements that are in the
reasonable judgment of Lessor desirable or necessary to be made, or to
difficulty or inability in securing supplies or labor, or to strikes,
or to any other cause beyond the reasonable control of Lessor, whether
such other cause be similar or dissimilar to those herein before
specifically mentioned.

   F) Lessor shall not be required to furnish, and Lessee shall not
be entitled to receive, any HVAC service during any period wherein
Lessee shall be in default beyond the applicable notice period in the
payment of rent as specified in the lease agreement.

7. INSURANCE - INDEMNITY:

   A) Lessor shall procure and maintain all insurance which it deems
necessary for its protection against loss or damage to the leased
premises or any other property of Lessor situated thereon.

   B) Nothing contained in this lease agreement shall be construed to
require either party to repair, replace, reconstruct, or pay for any
property of the other party which may be damaged or destroyed by fire,
flood, windstorm, earthquake, strikes, riots, civil commotions, acts
of public enemy, act of God, or other casualty, and each party hereby
waives all claims against the other for all loss or damage arising out
of perils normally insured against by standard fire and extended
coverage insurance.

<PAGE>

   C) Neither party nor any agent or employee of either party shall
be liable for:

   1) Loss of or damage to any property of the other party, or of any
entity within the other party's control, or injury to any entity (if a
person) within the other party's control, from any cause whatsoever,
unless caused by or due to the party's gross negligence;

   2) Any damage referred to in (a) above caused by other occupants
or person in the premises or by construction of any private, public or
quasi-public work; or

   3) Any latent defect in the leased premises or the Premises and
Lessee shall not be entitled to any compensation therefore or for
abatement of Rent or to any release of any of Lessee's obligations
under this lease so long as such defect remains latent; nor shall the
same constitute an eviction.

   D) Lessee and Lessor shall indemnify each other, defend and hold
the other party harmless against and from all liability referred to in
(a) above arising out of any action brought by any entity within the
party's control, which, for purposes of this paragraph, shall include
the party's agents, employees, contractors and invitees.

   E) Lessee shall reimburse and compensate Lessor as Additional
Rent, within five (5) days after rendition of a statement for all
expenditures (except attorneys' fees) made by, or damages or fines
sustained or incurred due to non-performance of or non-compliance with
or breach by or failure to observe any term, covenant or condition of
this Lease upon such party's part to be kept, observed, performed or
complied with.

   F) Lessee shall save Lessor harmless and indemnify it from and
against all injury, loss, claims, or damages (except attorneys' fees)
to any person or property while on the Premises arising out of use or
occupancy of the leased premises by the party or its employees,
suppliers, contractors or agents and from and against all injury,
loss, claim or damage to any person or property anywhere occasioned by
any act, neglect or default of the party or its employees, suppliers,
contractors or agents and from and against all injury, loss, claim or
damage to any person or property anywhere occasioned by any act,
neglect or default of the party or its employees, suppliers,
contractors or agents. Lessee covenants and agrees that during the
term of this lease agreement it will provide and keep in force general
public liability insurance protecting and indemnifying persons and
property in or about the leased premises and in the Premises
throughout and the connecting corridors thereof to the limit of not
less than one million ($1,000,000.00) dollars in respect of any one
occurrence and three million ($3,000,000.00) dollars for bodily injury
or death to any number of person in any one occurrence and to the
limit of not less than one million ($1,000,000.00) dollars for
property damage. Lessee shall provide, or cause to be provided,
Worker's Compensation Insurance covering all persons employed in
connection with the performance of work upon, in or about the leased
premises and the Premises throughout the connecting corridors thereof
(exclusive of work being done by Lessee as provided by this lease).
All such insurance shall be effected in standard form under valid,
enforceable policies issued by insurers of recognized responsibility
and licensed to do business in the State of New York and shall, except
in the case of Worker's Compensation Insurance, name Lessor and Lessee
as the insured as their respective interests may appear. Certificates
of such insurance shall be delivered to Lessor from time to time
during the term of this lease then (10) days prior to the expiration
date of the previous policy together with certificates evidencing the
renewal of such policy with satisfactory evidence of payment of the
premium on such policy. To the extent obtainable, all such policies
shall contain agreements by the insurers that (i) such polices shall
not be canceled except upon ten (10) days prior written notice to each
named insured and (ii) the coverage afforded thereby shall not be
affected by the performance of any work upon, in or about the leased
premises.

<PAGE>

   G) If by reason of any improper act of Lessee there shall be an
increase in the insurance premiums applicable to the Premises, or the
Lessor shall incur any other expense by reason thereof, Lessee shall
pay such increase or expense to the Lessor on the first day of the
month immediately following the submission of a bill or statement by
Lessor to the Lessee for the same.
<PAGE>

   8. PREPARATION OF THE LEASED PREMISES:

   A) The Lessor shall provide and install in the leased premises
those items as specified in Exhibit C (Work Letter) in a workman like
manner.

   B) The Lessor's agreement to do the work in the leased premises as
set forth in the "Work Letter" shall not require it to incur overtime
costs and expenses and shall be subject to unavoidable delays due to
acts of God, governmental restrictions, strikes, labor disturbances,
shortages of materials and supplies and for any other causes or events
beyond Lessor's reasonable control. Lessor has made, and makes, no
representation as to the date when the leased premises will be ready
for Lessee's occupancy.

9. OTHER LEASEHOLD IMPROVEMENTS BY LESSEE:

   A) Lessee shall have the right, with the prior written consent of
Lessor (except that decorative improvements including painting, wall
coverings, carpeting and non-structural work shall require only prior
notice to Lessor), and at Lessee's sole expense, to make alterations
or improvements in or to the leased premises as it shall consider
necessary or desirable for the conduct of its business, provided that
all such work shall be done in a good and workmanlike manner, that the
structural integrity of the Premises shall not be impaired, and no
liens shall attach to the leased premises by reason thereof and
provided also that all requirements of governmental authorities be
complied with.

   B) With respect to other improvements by the Lessee requiring
Lessor's written consent, Lessee shall prepare at its expense the
outline drawings and specifications indicating the alterations,
modifications or any other improvements to be made to the leased
premises by the Lessee. All such plans shall conform to the conditions
outlined herein and as may be reasonably established by Lessor.

   C) The Lessee shall submit the plans and specifications to the
Lessor for review and approval prior to the start of any work. The
Lessor's approval or conditioned acceptance of the improvements shall
be within ten (10) days after receipt.
<PAGE>

   D) With respect to other improvements by the Lessee requiring
Lessor's written consent, the Lessee, at the expense of the Lessee,
shall file the appropriate plan with the appropriate Municipal
Building Department and obtain approval and occupancy or other permits
for the Lessee. No work shall commence until the above approvals have
been received.

   E) With respect to other improvements by the Lessee requiring
Lessor's written consent, Lessee shall furnish a copy to Lessor of any
construction contracts with contractors who will perform the Lessee's
improvements to the leased premises. The Lessor shall have the right
to inspect and to insure:

   1) That the work will be done in accordance with the approved
plans and specifications and the consents, authorizations and licenses
obtained;

   2) That the contractor or other persons performing the work and
furnishing materials will look solely to Lessee for payment and will
hold Lessor and the leased premises and the Premises containing the
leased premises free from all liens and claims of all person
furnishing labor or materials therefore, or both;

   3) The qualified and skilled tradesmen only shall be used in
performance of Lessee's leasehold improvement.

   4) Any mechanic's lien filed against the leased premises or the
Premises for work claim to have been done or materials furnished to
Lessee shall be discharged by Lessee, at its expense, within fifteen
(15) days after notice from lessor to such effect. For the purposes
hereof, the bonding of such lien by a reputable casualty insurance
company shall be deemed the equivalent of a discharge of such
mechanic's lien. Should Lessee fail to comply with the provisions of
this paragraph, Lessor will procure the discharge of such mechanic's
lien and charge the expense thereof (including attorneys' fees) to
Lessee as Additional Rent.
<PAGE>

   5) Contractors doing Lessee's work shall employ only such labor as
will not result in jurisdictional disputes or strikes or otherwise
cause labor discord with respect to the Premises.

   F) Lessee or its employees, suppliers, contractors or agents agree
to indemnify and save Lessor harmless against any and all bills for
labor performed and equipment, fixtures and materials installed on the
Premises containing the same and from and against all losses, damages,
costs, expenses, suits and claims whatsoever in connection with the
access to the Premises and to the Lessee's leasehold improvements in
the leased premises. The cost of Lessee's leasehold improvements shall
be paid for in cash or its equivalent, so that the leased premises and
the Premises containing the same shall at all times be free of liens
for labor and materials supplied or claimed to have been supplied.

   G) Upon the termination of this lease agreement, the improvements
and any other alterations, additions or improvements (other than trade
fixtures) shall, at the option of the Lessor (1) become the property
of Lessor, or (2) be removed by the lessee, provided that any part of
the Leased premises affected by such removal shall be restored to its
original condition, reasonable wear and tear excepted.

10. OCCUPANCY/COMMENCEMENT DATE:

   A) In the event this lease agreement pertains to the initial
occupancy by any Lessee of the leased premises, the leased premises
shall be deemed ready for occupancy on the earliest date on which both
of the following conditions have been met.

   1) The improvements described herein to be performed by Lessor
have been substantially completed, including the erection and painting
or covering (as required) of the walls, the installation of the doors
and hardware and locks therefore, the installation of lighting,
electric outlets and switches such that they are operational, the
installation of telephone outlets (but not of telephone equipment,
provided reasonable notice has been given to Lessee such that the
telephone equipment vendor could reasonably have installed such
equipment) and the issuance of such governmental approvals as may be
required for occupancy.
<PAGE>

   2) Adequate means of access have been provided, and the use
without material interference of the facilities necessary to Lessee's
occupancy of the leased premises, including corridors, elevators,
stairways, heating, ventilating, air conditioning, sanitary, water and
electrical lighting and power facilities, are available to Lessee in
accordance with lessor's obligations under the lease agreement.

   B) Lessor shall give written notice to Lessee designating the
Commencement Date for the term of the lease agreement in respect of
the leased premises, which shall be not fewer than then (10) business
days notice.

11. PARKING:

   Lessor shall grant 2 onsite parking spaces and 8 offsite parking
permits, in the city garage, for the said term of Lease, at the
Lessor's expense.

12. MAINTENANCE AND REPAIRS:

   A) Lessee shall keep the leased premises in good condition,
reasonable wear and tear excepted, and shall, in the use and occupancy
of the leased premises, conform to all laws, orders and regulations of
the Federal, State and Municipal governments, or any of their
departments, and regulations of the New York Board of Fire
Underwriters, applicable to the Premises. Lessee shall not be required
to perform any maintenance, repairs or replacements necessitated by
the negligence of Lessor, its servants, agents, or employees, or
structural defects or deficiencies in any building, or by fire, or
other casualty.

   B) Except for such maintenance, repairs, and replacements as are
required by (A) above to be made by Lessee, Lessor shall perform any
and all structural alterations, maintenance, repairs and equipment
replacements which may be necessary to maintain the Premises in good,
safe and tenantable condition.

<PAGE>

   C) Lessee shall permit the Lessor to erect, use and maintain pipes
and conduits in and through the leased premises, provided the same are
installed and concealed behind walls and ceiling of the leased
premises and it does not result in any noticeable loss of lessee's
space. All work necessary in connection with the foregoing shall to
the extent possible, be done outside of Lessee's regular business
hours. The Lessor or its agents shall have the right to enter the
leased premises to make such repairs or alterations as the lessor
reasonably deems desirable for the proper operation of the Premises
and shall have the right to center the leased premises at any time on
reasonable advance notice to Lessee to examine them or when necessary
for the protection of the leased premises or the Premises. The Lessor,
provided it proceeds with due diligence, shall be allowed to take all
material into and upon the leased premises that may be required for
such repairs or in part and without any abatement or diminution of
rent. In the making of such repairs or alterations, the Lessor, to the
extent practicable and consistent with efficiency and economy, shall
exercise reasonable diligence so as to minimize the disturbance of or
interference with the business of Lessee. Nothing herein contained,
however, shall be deemed or construed to impose upon the Lessor any
obligation, responsibility or liability whatsoever for the care,
supervision, or repair of the Premises or any part thereof, other than
as herein provided. The Lessor shall also have the right at any time,
without the same constituting an actual or constructive eviction and
without incurring any liability to Lessee, therefore, to change the
arrangement or location of entrances or passageways, doors and
doorways and corridors, stairs, toilets, or other public parts of the
Premises, provided that no changes shall be made without Lessee's
consent where such changes would adversely affect Lessee's ingress and
egress to and from the leased premises from the street floor or from
the lobby of the Premises or from the hallway or lobby of the
premises.

   D) Lessee shall at all times during the term of this lease, and
any extensions thereof, permit inspection of the leased premises
during business hours, by the Lessor and its agents or
representatives, or by or on behalf of prospective lessees. Except in
the case of emergency, any such inspection will be done on at least
twenty-four hours notice. Such inspection will be done in a manner so
as not to unreasonably interfere with Lessee in the conduct of its
business.
<PAGE>

   E) Damages resulting from any act of the Lessee or its employees,
contractors, agents, licensees or invitee shall be repaired by the
Lessee, if repaired by the Lessor, all costs shall be charged to the
account of the Lessee.

   F) All repairs or replacements by Lessee or Lessor shall be of
first quality and one in good and workmanlike manner. If Lessee is
charged with making such repairs, restorations and replacements, the
contractor chosen by Lessee to do such repairs, restorations or
replacements shall be subject to Lessor's approval and further, if
Lessee shall fail within 15 days' written request from lessor to
commence the making of such repairs, restorations and replacements and
complete the work with reasonable diligence, they may be made and
completed by Lessor by at the expense of Lessee.

13. CLEAINING/JANITORIAL SERVICES: Lessor shall provide
cleaning/janitorial services at its own expense, as outlined in
Exhibit F.

14. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES: If during the
term of the lease, the leased premises are damaged by fire, flood,
windstorm, strikes, riots, civil commotions, acts of God, or other
casualty so that the same are rendered wholly unfit for occupancy, and
if said leased premises cannot be repaired within one hundred eighty
(180) days from the time of such damage, then this lease agreement, at
the option of the Lessor or lessee, may be terminated as of the date
of such damage. In the event that the Lessor elects to terminate this
lease agreement, the lessee shall pay the rent apportioned to the time
of damage and shall immediately as practicable surrender the leased
premises to the Lessor who may enter upon the repossess the same and
Lessee shall be relieved from any further reliability hereunder. If
the parties elect not to terminate the lease agreement or if any
damage by any of the above casualties, rendering the leased premises
wholly unfit, can be repaired within one hundred eighty (180) days
thereafter, Lessor agrees to repair such damage promptly within such
period and this lease agreement shall not be affected in Any manner
except that the rent shall be suspended and shall not accrue from the
date of such damage until such repairs have been completed. If said
leased premises shall be so slightly damaged by any of the above
casualties as not to be rendered wholly unfit for occupancy, Lessor
shall repair the leased premises promptly and to Lessee's satisfaction
and during the period from the date of such damage until the repairs
are completed the rent shall be apportioned so that the Lessee shall
pay as rent an amount which bears the same ratio to the entire leased
premises. If the damage by any of the above casualties is so slight
that Lessee is not disturbed in its possession and enjoyment of the
leased premises, then lessor shall repair the same promptly and in
that case the rent accrued or accruing shall not abate.

<PAGE>

   NOTWITHSTANDING, anything herein contained to the contrary, if the
cost of repair or restoration exceeds 30% of the replacement value,
less foundation, of the Premises, then lessor shall have the option,
exercisable on written notice to Lessee within 60 days of such damage,
not to repair and restore the Premises. Lessee hereby expressly waives
the provisions of Section 227 of the Real Property Law or any other
law or statute hereafter enacted of similar import and agrees that the
foregoing provisions of this paragraph shall govern and control in
lieu thereof.

   15. ACTION OF PUBLIC AUTHORITIES: In the event that any exercise
of the power of eminent domain by any governmental authority, Federal,
State, Country or Municipal, or by any other party vested by law with
such power shall at any time materially affect Lessee's use and
enjoyment of the leased premises by Lessee for the purposes set forth
in Paragraph 3, Lessor and Lessee shall each have the right thereupon
to terminate this lease agreement. In the event of the termination of
this lease in accordance with the provisions of this Paragraph 14, the
Fixed Rent and the Additional Rent shall be apportioned and prorated
accordingly. Lessee shall not be entitled to claim or receive any part
of any award in any condemnation proceeding or as result of such
condemnation or taking, or to any damages against Lessor whether the
same be for the value of the unexpired term of this Lease or
otherwise. Nothing herein contained, however, shall be deemed to
preclude Lessee from making any claim against the condemnor for the
value of any of Lessee's fixtures or improvements or for Lessee's
moving expenses provided the award for such claims is not in
diminution of the award made to the Lessor (who shall not claim such
items as his own).

<PAGE>

   16. DEFAULT: If Lessee shall fail to pay any Fixed or Additional
Rent to Lessor when the same is due and payable under the terms of
this lease agreement and such default shall continue for a period of
ten (10) days after written notice thereof has been given to Lessee By
Lessor, or if the Lessee shall materially fail to perform any of the
covenants or conditions hereof or any other duty or obligation imposed
upon it by this lease agreement such default shall continue for a
period of thirty (30) days after written notice thereof has been given
to Lessee by Lessor, or if the Lessee shall be adjudged bankrupt,
either voluntarily or involuntarily, or shall make a general
assignment for the benefit of its creditors, or a receiver of any
property of Lessee in or upon the leased premises be appointed in any
action, suit, or proceeding by or against Lessee and such appointment
shall not be vacated or annulled within sixty (60) days, or if Lessee
enters into any type of reorganization under the United States
Bankruptcy Act, as the same may from time to time be amended, or if
the interest of Lessee in the leased premises shall be sold under
execution of other legal process, then and in any such events Lessor,
in its sole discretion, may at any time thereafter terminate this
lease and the term thereof upon giving to the Lessee five (5) days
notice in writing of its intention to do so and upon the giving of
such notice, this lease and the term thereof shall terminate, and
Lessor shall again have, repossess and enjoy the same as if this lease
agreement had not been made, and thereupon this lease agreement shall
terminate without prejudice, however, to the right of Lessor to
recover from Lessee all rent due and unpaid up to the time of such
re-entry together with all damages and expenses, including attorneys'
fees, incurred by Lessor due to Lessee's default. In the event of any
such default and re-entry, Lessor shall have the right, but not the
obligation to relet the leased premises for the remainder of the then
existing term whether such term be the initial term of this lease
agreement or any renewed or extended term, for the highest rent then
obtainable, and to recover from Lessee, as damages, the difference
between the rent reserved by this lease agreement and the amount
obtained through such reletting, less the costs and expenses
reasonably incurred by Lessor in such reletting (including reasonable
attorneys' fees). In the event that the amount obtained through such
reletting, less the reasonable costs and expenses thereof, including
reasonable attorney's fees, shall exceed the rent herein reserved,
Lessee shall have no right to such excess. Any such notice shall
specifically refer to this paragraph 16 and shall specify the default
claimed.

<PAGE>

   Lessor's remedies as specified in this lease are cumulative and
are not intended to preclude any other remedies or means of redress to
which Lessor may lawfully be entitled at any time, and Lessor may
invoke any remedy allowed at law or in equity as if specified remedies
were not provided for in this lease.

17. ACCELERATION OF RENT UPON DEFAULT: It is hereby mutually
agreed, that not withstanding anything to the contrary herein
contained, the said premises are demised for rental of $1,240,000.00
for the entire said term of 10 years payable at the time of the making
of this Lease, and that the provisions therein contained for the
payment of the rent in installments are for the convenience of Lessee
only, and that, upon default in payment of the rent in installments,
as herein allowed, then the whole of the rent hereby reserved for the
whole of the said term and then remaining unpaid shall at once become
due and payable, without notice or demand.

18. SUBORDINATION:

   A) This lease agreement is subject and subordinate to any
mortgages now or hereafter affecting or covering the leased premises
and all or any part of the Premises, and to any and all renewals,
modifications, consolidations, replacements and extensions of such
leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required. In confirmation
of such subordination, Lessee agrees to execute any instrument which
may be deemed necessary or desirable by Lessor to effectuate the
subordination of this lease to any such mortgage.

   B) Lessee shall attorn to and recognize a successor Lessor,
whether through possession or foreclosure action or sale, as Lessee's
landlord under this lease agreement and shall promptly execute and
deliver any instrument that such successor Lessor may reasonably
request to evidence such "non-disturbance agreement" under which
Lessee's use and occupancy of the leased premises and Lessee's rights
under this lease will not be disturbed so long as Lessee observes and
performs the terms and conditions on Lessee's part to be performed
under this lease agreement.
<PAGE>

19. SUBLETTING AND ASSIGNMENT:

   A) Lessee shall not have the right to sublet or assign the leased
premises except on the following terms and conditions, and such
approval will not be unreasonably withheld or delayed:

   1) Such subletting or assignment shall not relieve the Lessee from
its duty to perform fully all of the agreements, covenants and
conditions set forth in this lease agreement or any Guarantor from
obligations of any Guaranty executed and delivered in connection with
this leasing.

   2) The Lessee shall first obtain the Lessor's written consent to
the subletting or assignment in each instance.

   3) The Lessee shall provide the name of the proposed sublessee or
assignee, the terms and conditions of the proposed subletting or
assignment, the nature and character of the business of the proposed
sublessee or assignee, and the banking, financial and other credit
information relating to the proposed sublessee reasonably sufficient
to enable Lessor to determine the financial responsibility of said
proposed sublessee or assignee.

   4) Upon the receipt of such request from Lessee, Lessor shall have
an option, to be exercised in writing within forty-five (45) days
thereafter, to terminate this lease effective on a date (the
termination date) set forth in Lessor's notice of termination, which
shall not be less than thirty (30) days nor more than one hundred
twenty (12) days following the service upon Lessee of Lessor's notice
of termination.

   5) In the event Lessor shall exercise such option to terminate
this lease agreement, this lease shall expire on the termination date
as if that date had been originally fixed as the expiration date of
the term herein granted and Lessee shall surrender possession of the
entire leased premises on the termination date in accordance with the
provisions of this lease agreement.

<PAGE>

   B) If Lessor shall not exercise its option within the period
aforesaid, then Lessor's consent to such request shall not be
reasonably withheld but will be given only in the following condition
acknowledged by Lessee to be reasonable and proper:

   1) That the subletting or assignment is for part of or the entire
leased premises only;

   2) That the subletting or assignment shall be to a sublessee whose
occupancy will be in keeping with the dignity and character of the
then use and occupancy of the Premises by other lessees and whose
occupancy will be more objectionable or more hazardous than that of
Lessee herein. In no event shall any subletting or assignment be
permitted to a school of any kind or an employment or placement
agency; or governmental or quasi-governmental agency;

   3) That the subletting or assignment shall not be to any lessee,
sublessee or assignee of any leased space in the Premises of which the
leased premises form a part;

   4) That the subletting or assignment shall not be at a lower
rental rate than that being charged by Lessor at the time for similar
space in the Premises;

   5) That the sublease or assignment will expressly prohibit
assignment of the lease agreement or further subletting by the
sublessee without Lessor's written consent.

   6) If this lease shall be assigned, or if the leased premises or
any part thereof, be sublet or occupied by any person or persons other
than Lessee, Lessor may, after default by Lessee, collect rent from
the assignee, subtenant or occupant, and apply the net amount
collected to the rent herein reserved, but no such assignment,
subletting, occupancy or collection of rent shall be deemed a waiver
of the covenants contained in this lease agreement, nor shall it be
deemed acceptance of the assignee, subtenant or occupant as a tenant
or a release of Lessee from the full performance by Lessee of all the
terms, conditions and covenants of this lease.

<PAGE>

20. RECORDATION: Lessee and Lessor agree that they will not record
this lease agreement nor any Memorandum thereof.

21. SURRENDERS AND WAIVERS: When this lease agreement shall
terminate in accordance with the terms thereof, Lessee shall quietly
and peaceably deliver up possession to Lessor without notice from
lessor other than as may be specifically required by any provision of
this lease agreement. Lessee expressly waives the benefit of all laws
now or hereafter in force requiring notice form Lessor with respect to
termination. Lessee shall deliver up possession of the leased premises
in as good order, repair, and condition as the same are in at the
beginning of the term of this lease agreement except for reasonable
wear and tear. The cost of repairing any damage to the leased premises
arising from the removal of Lessee's property, shall be paid by
Lessee. Lessee's obligation to observe or perform this provision shall
survive the expiration or other termination of the term of this Lease.
All property of Lessee not removed by it shall be deemed abandoned.

   The Lessee, for itself and on behalf of any person claiming
through or under it, including creditors of all kinds, does hereby
waive and surrender all rights and privileges which it might have
under or by reason of any present or future law to redeem the leased
premises or to have a continuance of this lease for the term thereof
after being dispossessed or ejected there from by process of law or
under the provisions of this lease or after any termination of this
lease as herein provided. Lessee also waives the provisions of any law
relating to notice or delay in levy of execution in case of an
eviction or dispossession of Lessee for non-payment of rental or of
any other law of like import now or hereafter in effect.

<PAGE>

   Lessee shall not interpose any counterclaim or claim of set-off of
any nature or description whatsoever in any action or summary
proceeding for the non-payment of the Fixed Rent or Additional Rent.

   Except for an action, proceeding or counterclaim brought by either
Lessor Lessee against the other for personal injury or property
damage, Lessor and Lessee hereby waive trial by jury in any action or
proceeding or counterclaim brought by either against the other on any
matter whatsoever arising out of or in any way connected with this
lease, the relationship of Lessor and Lessee, or Lessee's use or
occupancy of the leased premises, including any emergency or other
statutory remedy with respect thereto.

22. NOTICE: Any notice or demand required by the provisions of
this lease agreement to be given to Lessor shall be deemed to have
been given adequately if sent by Certified Mail, Return Receipt
Requested, or overnight delivery to Lessor at the following address:

   Galesi Enterprises
   145 Huguenot Street
   New Rochelle, New York 10801.

   Copy to:

   Galesi Enterprises
   PO Box 98
   Guilderland Center, New York 12085
<PAGE>

Any notice or demand required by the provisions of this lease
agreement to be given to Lessee shall be deemed to have been given
adequately if sent by Certified Mail, Return Receipt Requested, to
Lessee at the following address:

   _____________________________

   _____________________________

   _____________________________

   _____________________________

or to such other address as Lessee may hereafter designate by
notice to Lessor. Notice shall be deemed given when the same is
received by the addressee.

23. BROKERAGE: Lessee hereby warrants and represents that Angelo
DeRaffele is concerned with this lease agreement. Broker to be paid by
Lessor per commission agreement.

24. ENTIRE AGREEMENT: The whole and entire agreement of the
parties is set forth in this lease agreement and the parties are not
bound by any agreements, understandings or conditions otherwise than
as expressly set forth and stipulated hereunder.

25. CHANGES, MODIFICATIONS OR AMENDMENTS: This lease agreement may
not be changed, modified, discharged or terminated orally or in any
other manner than by an agreement signed by the parties hereto on
their respective successors and assigns.

26. SEVERABILITY: If any provision of this lease or its
application to any situation, shall be invalid or unenforceable to any
extent, the remainder of this lease, or the application thereof to
situations other than that as to which it is invalid or unenforceable,
shall not be affected thereby, and every provision of this lease shall
be valid and enforceable to the fullest extent permitted by law.

<PAGE>


27. COVENANTS TO BIND RESPECTIVE PARTIES: The covenants,
agreements, conditions and provisions of this lease shall be binding
upon and inure to the benefit of Lessor and Lessee and their
respective heirs, distributors, executors, administrators, successors
and permitted assigns, except that no assignment or subletting in
violation of the provisions of Paragraph 18 shall operate to vest any
rights in any successor assignee or subtenant.

28. BUILDING NAME: The Lessor, for itself and its successors and
assigns reserves the right to change the name of the Building on the
Premises, now generally known as the Galesi Building, or the address
of the premises or to designate additional addresses therefore, on
Notice to Lessee. Lessee shall not use such name, or any similar name,
on its letterhead or any advertising material.

29. CERTIFICATE: Lessee and Lessor agree, at any time and from
time to time, upon not less than then (10) days prior request by one
party to the other, to execute, acknowledge and deliver a statement in
writing certifying that this lease is unmodified and is 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), the
commencement date of this lease, or any other existing status of the
Lease, and the dates to which the rent and other charges have been
paid in advance, if any, it being intended that any such statement
delivered pursuant to this Paragraph may be relied upon by a
prospective purchaser or mortgagee of the leased premises.

30. LESEE'S REPRESENTATIONS: Lessee represents to Lessor that it
has made a thorough examination and inspection of the leased premises
and is familiar with the condition of every party thereof. Lessee
agrees that it enters into this lease without any representations or
warranties by Lessor or any of its agents, representative, employees
or servants or by any other person as to the condition of the leased
premises, and Lessee agrees to accept the leased premises on the
commencement date "as is" in its then condition, without any
alterations, improvements, repairs or decorations to be made by
lessor, except as hereinabove otherwise provided.

<PAGE>

31. LESSEE'S REMEDIES: Lessee shall look only to Lessor's estate
and property in the Land and Building of which the leased premises are
a part (or the proceeds thereof) for the satisfaction of Lessee's
remedies for the collection of a Judgment (or other judicial process)
requiring the payment of money by Lessor in the event of any default
by Lessor hereunder, and no other property or assets of Lessor or its
partners or principals, disclosed or undisclosed, shall be subject to
levy, execution, or other enforcement procedure for the satisfaction
of Lessee's remedies under or with respect to this lease, the
relationship or Lessor and Lessee hereunder or Lessee's use and
occupancy of the leased premises.

32. SECURITY: Lessee has deposited with Lessor the sum of
$8,900.00 as security for the full and faithful performance and
observance by Lessee of Lessee's obligations under this lease
agreement upon execution of said lease. If Lessee defaults in the full
and prompt payment and performance of any of Lessee's obligations
under this lease including, without limitation, the payment of Fixed
Rent and Additional Rent, Lessor may use or apply the whole or any
part of the security so deposited to the extent required for the
payment of any Fixed Rent and Additional Rent or any other sum as to
which Lessee is in default or for any sum which Lessor may expend or
may be required to expend by reason of Lessee's default. If Lessor
shall so use or apply the whole or any part of the security, Lessee
shall, upon demand, immediately deposit with Lessor a sum equal to the
amount so used, or applied as security aforesaid. If Lessee shall
fully an faithfully comply with all of Lessee's obligations under this
lease, the security or any balance thereof shall be returned to Lessee
upon the termination of the lease and after delivery to the Lessor of
entire possession of the leased premises. In the event of any sale of
lessor's interest in the Premises, Lessor shall have the right to
transfer the security to vendee and Lessor shall thereupon be released
by lessee from all liability for the return of such security. The
security deposit shall be deposited by Lessor in an interest bearing
account and interest earned by the security deposit is for the account
of the Lessee.

33. GOVERNING LAW: The terms and conditions of this lease shall be
construed and interpreted under the laws of the State of New York.
<PAGE>

34. SIGNATURE PAGE:

   IN WITNESS WHEREOF, Lessor and Lessee have caused these presents
to be executed by their duly authorized officers, and have caused
their respective corporate seals to be hereto affixed, all as of the
day and year first above written.

                                               ROTTERDAM VENTURES, INC.

                                               D/b/a GALESI ENTERPRISES

                                               LESSOR

                                               BY: __________________________

                                               NAME: Dennis Trimarchi________

DATE: _____________________________            TITLE: Vice President_________


                                               LESSEE

                                               BY: __________________________

                                               NAME: Ben Jamil_______________

DATE: ______6-23-00____________                TITLE: President_______________