LEASE


                               BETWEEN


                 65 RUSHMORE REALTY, LLC as Landlord


                                 AND


                       DIONICS INC., as Tenant

                     Dated as of: July 27, 2005



               Premises:  65 Rushmore Street
                          Westbury, New York








                          Table of Contents

Article                                            Page

1  Premises -- Term of Lease                          1
2  Definitions                                        2
3  Rent                                               5
4  Taxes and Other Charges (Impositions)              9
5  Late Charges                                      12
6  Insurance                                         12
7  Casualties, Restoration and Use of
   Fire Insurance Proceeds                           15
8  Tenant's Right to Make Alterations                16
9  General Requirements Regarding Alterations        16
10 Assignment and Subleasing                         18
11 Mortgage                                          19
12 Repairs                                           20
13 Early Termination Of Lease                        21
14 Compliance with Legal Requirements
     And Insurance Requirements                      21
15 Fixtures and Articles of Personal Property        21
16 Discharge of Liens                                22
17 Condition and Title of the Premises               23
18 Leasehold Mortgages                               24
19 Landlord Not Liable for Injury or Damage;
     Indemnification of Landlord                     24
20 Landlord's Right of Inspection                    24
21 Landlord's Right to Perform Tenant's Covenants    25
22 Permitted Use; No Unlawful Occupancy              26
23 Defaults, Conditional Limitations, Remedies, etc. 26
24 Notices                                           29
25 Condemnation                                      30
26 Security Deposits                                 32
27 Limitation of Liability                           32
28 Excavations and Shoring                           32
29 Estoppel Certificates by Landlord and Tenant      33
30 Landlord's Consents                               33
31 Surrender at End of Term                          33
32 No Oral Agreements                                34
33 Quiet Enjoyment                                   34
34 Compliance with Covenants, Restrictions
     And Easements                                   34
35 Financial Reports                                 35
36 Intentionally Omitted                             35
37 Recording of Memorandum                           35
38 Miscellaneous                                     35
39 Broker                                            38


                                LEASE


     THIS  LEASE (the "Lease") made as of the 27th day of July  2005,
between 65 Rushmore Realty, LLC duly authorized to do business in the
State  of  New York, with an office at 32-01 College Point Boulevard,
Flushing, New York 11354 (hereinafter referred to as "Landlord")  and
Dionics,  Inc.  with an office at 65 Rushmore Street,  Westbury,  New
York (hereinafter referred to as "Tenant");


                              ARTICLE 1

                      Premises - Term of Lease

     Section 1.01.

     Landlord,  in  consideration of the premises and  of  the  rents
hereinafter reserved and of the covenants, agreements and  conditions
herein  contained, to be kept and performed on the  part  of  Tenant,
hereby  leases  to  Tenant and Tenant hereby hires  and  leases  from
Landlord all that certain lot, piece or parcel of land, together with
the  "Building"  (hereinafter defined) thereon,  situate,  lying  and
being  at  Westbury in the County of Nassau, and State  of  New  York
(collectively  the "Premises"), known as and located at  65  Rushmore
Street, together with the "Equipment" (hereinafter defined); together
with  Landlord's interest in all strips and gores, if any,  adjoining
the  above described land; together with Landlord's interest, if any,
in  and to any vault space and land lying in the bed of any street or
avenue  in  front  of  or  adjoining the above  described  land;  and
together with the rights, privileges and easements appurtenant to the
land subject to: (i) the terms and conditions of this Lease; and (ii)
Landlord's right to mortgage its fee estate in the Premises;

     Subject, further, to the following:

     1.     Any state of facts an accurate survey would show.

     2.     All "Legal Requirements" (hereinafter defined) including,
without  limitation,  building restrictions and  regulations  now  or
hereafter  in  force and present and future zoning laws,  ordinances,
resolutions  and  regulations  of all  boards,  and/or  environmental
bureaus,  commissions,  and  bodies of municipal,  county,  state  or
federal  sovereigns  now or hereafter having or  hereafter  acquiring
jurisdiction of the Premises and the use and improvement thereof;

     3.     Presently existing rights, easements, licenses or privileges
to  use or maintain vaults, areas, tunnels, ramps or structures under
highways, roads, streets, avenues or sidewalks on which the  Premises
abut, and consents or grants prior to the date of this Lease for  the
erection  of any structures on, under or above said highways,  roads,
streets,  avenues or sidewalks, and any grants, licenses or  consents
with  respect  to sewers, public utility lines, pipes,  conduits  and
equipment;

     4.      Violations  of law, ordinances, regulations,  orders  or
requirements, if any, whether or not of record and whether or not the
same might be disclosed by an examination and inspection or search of
the  Premises, by any federal, state, municipal or other governmental
department or authority having jurisdiction, as the same may exist on
the date hereof and/or on the date of the commencement of the term of
this  Lease including without limitation violations of any Local Laws
of the City of New York;

     5.     The condition and state of repair of the Premises on the date
of the commencement of the term of this Lease;

     6.     All taxes, assessments, water charges, rates and rents accrued
or unaccrued, fixed or not fixed, subject to apportionment;

     7.     The revocable nature of any right to maintain vaults, vault
spaces, basements and basement spaces, marquees or signs;

     8.     Dedications, restrictions, covenants consents, easements and
agreements of record;

     9.     Any encroachments existing on the date of commencement of the
term of this Lease;

     10.     Unpaid  franchise or business corporation taxes  of  any
corporation in the chain of title shall not be an objection to  title
provided  that  Tenant's  title  company  agrees  to  insure  against
collection out of the Premises on Tenant's policy of leasehold  title
insurance;

     TO  HAVE  AND  TO  HOLD the Premises, subject as aforesaid  unto
Tenant,  and,  subject to the provisions hereof, Tenant's  successors
and  permitted  assigns, for a term of seven (7) years commencing  on
the  "Commencement Date" (as hereinafter defined) and expiring on the
last day of the month in which occurs the seventh anniversary of  the
Commencement Date (unless the Commencement Date is the first  of  the
month  in which event the term shall expire on the day preceding  the
seventh  anniversary  of  the Commencement Date)  "Expiration  Date,"
unless  this  Lease  shall  be sooner terminated  or  extensions  are
granted as hereinafter provided.









                              ARTICLE 2

                             Definitions

     Section 2.01.

     The  terms  defined in this Article shall, for all  purposes  in
this  Lease and all agreements supplemental hereto have the  meanings
herein specified.

     (a)  "Land"  shall mean the parcel of land described in  section
1.01.

     (b)  "Premises"  shall  mean the premises described  in  Section
1.01. hereof.

     (c)  "Building" shall mean any and all improvements  structures,
Equipment  and  fixtures, of every kind and description  (other  than
personal  property of subtenants, property contractors servicing  the
Building,  and improvements for water, gas and electricity and  other
similar equipment or improvements owned by any public utility company
or  any  governmental  agency body) now  or  at  any  time  hereafter
erected,  constructed, affixed or attached to or placed in or  placed
upon  the Land or improvements or structures thereon, or used for  or
adapted in any way to the use, enjoyment, occupancy and operation  of
the  land or the improvements and structures thereon, and any and all
alterations, renewals and replacements thereof, additions thereto and
substitutes therefore.

     (d) "Commencement Date" shall mean July 27, 2005.

     (e) "Equipment" shall mean Landlord's interest in any machinery,
apparatus,  equipment, personal property and fixtures of  every  kind
and nature whatsoever heretofore or hereafter attached to or used  in
connection  with  the operation or maintenance of  the  Building  and
shall  include, but shall not be limited to, all machinery,  engines,
dynamos,  boilers,  elevators, air conditioning  compressors,  ducts,
pipes  and  conduits,  units and equipment,  heating  and  hot  water
systems,  pipes, plumbing, wiring, gas, steam, water  and  electrical
fittings,   ranges  and  radiators  and  any  and  all   alterations,
additions, improvements, restorations and replacements of any thereof
attached  to  or used in connection with the Land or any  improvement
thereon.

     (f)  "Unavoidable Delays" shall mean delays due  to  causes  and
conditions beyond the reasonable control of Tenant including, without
limitation, force majeure, acts of God, governmental restrictions  or
preemption,  including  but  not  limited  to  inability  to   obtain
materials,  acts of the public enemy, riot, civil commotion,  storms,
fire, floods, earthquakes, strikes, and lockouts.

     (g)  "Landlord" on the date as of which this Lease  made,  shall
mean  Landlord and its successors and/or assigns under any  agreement
or  by  statute  or by operation of law in equity or  otherwise,  but
thereafter  Landlord  shall mean only the holder  of  the  Landlord's
interest in the Premises at the time in question, so that if Landlord
or  any  successor to its interest hereunder sells or  transfers  its
interest in fee title to the Premises, then Landlord or any successor
to his interest under this Lease at the time of such sale or transfer
shall be and hereby is entirely freed and relieved of all agreements,
covenants  and obligations of Landlord hereunder from and  after  the
time  Landlord's leasehold of the Premises is conveyed, and it  shall
be deemed and construed without further agreement between the parties
or their successors in interest between the parties and the purchaser
or  transferee  on  any  sale  or transfer  that  such  purchaser  or
transferee  has  assumed  and  agreed  to  carry  out  any  and   all
agreements, covenants and obligations of Landlord hereunder  accruing
from and after the date of such conveyance, subject, however, to  the
other  applicable terms and conditions of this Lease. Notwithstanding
the  foregoing, the Landlord under the Lease at the time of such sale
or  transfer  shall not be released by the Tenant for  any  claim  of
Tenant  against  Landlord  which arises out  of  Landlord's  acts  or
omissions  during the period prior to such sale or transfer provided:
(i)  a written notice of a claim is made by Tenant to Landlord by the
earlier  of the expiration of the statute of limitation with  respect
to  such claim or six months after Tenant receives written notice  of
the  transfer  by  Landlord; and (ii) Landlord in any  proper  action
brought by Tenant against Landlord after such sale or transfer  shall
be entitled to rely upon any and all of the protections, benefits and
provisions  of this Lease as if Landlord had not sold or  transferred
its interest in this Lease.

     (h)  "Tenant"  shall mean Tenant as defined above  and  whenever
this  Lease and the leasehold estate hereby created shall be assigned
or transferred by Tenant in the manner specifically permitted herein,
then  from  and after such assignment or transfer, the term  "Tenant"
shall  mean  only the permitted assignee or transferee named  therein
and  that  is  the owner of Tenant's interest hereunder  as  if  such
assignee  or  transferee  has  been  named  herein  as  Tenant.   The
foregoing-provisions shall not be construed to relieve Tenant  herein
named  or any assignee or successor in interest of the Tenant  herein
named  from  the covenants, obligations and conditions  to  be  paid,
performed and observed by Tenant under this Lease.

     (i)  "this  Lease"  includes  all amendments  and  modifications
hereof  executed  by  the  party  against  whom  enforcement  of  the
amendments or modifications is sought.

     (i)  "Rental"  shall  mean collectively the  net  annual  rental
specified in Section 3.01 hereof and Impositions plus all other  such
costs,  expenses, charges, payments and deposits which Tenant assumes
or agrees to pay hereunder.

     (j)  "Impositions"  shall have the meaning provided  in  Section
4.01.

     (k)  The  terms  "Leasehold Mortgage" and "Leasehold  Mortgagee"
shall have the meanings provided in Section 18.01.

     (l)  "Event  of  Default"  shall have the  meaning  provided  in
Section 23.01.

     (m)   "Default"  shall  mean  any  condition  or  event,   which
constitutes  or would, after expiration of applicable  notice,  grace
and/or  cure  or  lapse  of time, or both,  constitute  an  Event  of
Default.

     (n)  The  words "herein," "hereof" and "hereunder" and words  of
similar  import refer to this Lease as a whole and not any particular
section or subdivision thereof.

     (o) "Expiration Date" shall mean July 31, 2012.

     (p) "Sublease" means any sublease, letting, written or oral,  or
license,  concession, easement, occupancy or any other  agreement  to
use all or any portion of the Premises.

     (q)  "Subtenant" means a sublessee, subtenant or licensee of the
Premises under any Sublease.

     (r)  "Legal Requirements" shall mean all federal, state, county,
city,   municipal   and  other  governmental  and  quasi-governmental
statutes,  laws (including without limitation all Local Laws  of  the
City  of  New  York),  orders,  regulations,  ordinances,  judgments,
requirements, decrees and injunctions affecting all or  any  part  of
the  Premises or the sidewalks, curbs or areas adjacent thereto,  and
all   permits,  licenses,  authorizations  and  regulations  relating
thereto  including  certificate(s) of  occupancy,  if  any,  for  the
Premises,  and  all  easements, covenants, restrictions  and  similar
matters  set  forth  in all instruments of record applicable  to  the
Premises or the Lease which either exist as of the date hereof or are
hereafter  created by Tenant or consented to by Tenant in writing  or
required by law.

     (s)  "Insurance Requirements" shall mean all requirements of any
insurance  policy covering or applicable to all or any  part  of  the
Premises  or  the  use thereof required to be maintained  under  this
Lease  by  Tenant, all requirements of the issuer of any such  policy
applicable  to  such  policy,  and any  orders,  rules,  regulations,
recommendations and other requirements of the New York Board of  Fire
Underwriters  and/or the New York Fire Insurance Rating  Organization
(or  any  other  bodies  exercising the same  or  similar  functions)
applicable to affecting all or any part of the Premises.


                              ARTICLE 3

                                Rent

     Section 3.01.

          Tenant shall pay to Landlord at its office at 32-01 College
Point  Boulevard,  Flushing, New York 11354 or such  other  place  as
shall be designated from time to time by written notice from Landlord
to  Tenant,  a  net annual rental ("Base Rent") amount of  $83,286.00
payable in equal monthly installments in the amount of $6,940.50,  in
advance without prior notice or demand, without diminution, deduction
or  set-off whatsoever, on the first day of each calendar  month  for
the period commencing on the Commencement Date through the Expiration
Date.   It  is  expressly agreed that the annual amount listed  above
shall  be  the amount due to Landlord.  The monthly amount is  merely
listed  for  convenience and any discrepancy shall be  ruled  by  the
annual amount.

     For  the purposes of this Article "Consumer Price Index" or  the
"CPI-U"  shall mean the Consumer Price Index for All Urban  Consumers
of the United States Department of Labor's Bureau of Labor Statistics
in  effect  for  New York, Northeastern NJ All Items  (2004=100)  and
generally published at the time the computation is to be made.  "Base
Index" shall be the CPI-U for the month of July 2005 and the "Current
Index"  shall be the CPI-U in effect for the month of July  for  each
year  of  the  Term.  In the event the CPI-U ceases to incorporate  a
significant number of the items set forth in the Base Index or  if  a
substantial change is made in the method of establishing  the  CPI-U,
then  the  CPI-U  shall  be adjusted to the figure  that  would  have
resulted had no change occurred in the manner of computing such  CPI-
U.  In the event that such CPI-U (or a successor or substitute index)
is  not  available,  a  reliable governmental  or  other  nonpartisan
publication evaluation shall be used in lieu of the CPI-U.

     Commencing  on  August 1, 2009 and on each anniversary  of  such
date  thereafter for the term of this Lease the Base  Rent  shall  be
increased in accordance with the changes in the Consumer Price  Index
published  by  the  Bureau of Labor Statistics of the  United  States
Department  of  Labor, as compared with the Base  Index  (as  defined
herein)  calculated  by applying the formula  set  forth  below  (the
"Formula");  provided, however, that no increase  in  the  Base  Rent
shall  exceed  three  percent (3%) on an annual  basis.   The  annual
increase in the Base Rent set forth herein shall always be calculated
upon,  and added to, the Base Rent of $83,286.00 but shall not exceed
three percent (3%) on an annual basis.

     Formula =Current Index minus Base Index   = percentage change in
CPI-U
                     Base Index

In  the event that the rent shall have been increased pursuant to the
preceding paragraph of this article and at any time subsequently such
index  shall  be decreased, the rent shall thereafter be  reduced  by
such  amount but in no event shall such decrease exceed three percent
(3%)  on an annual basis.  All increases or decreases shall be  based
on  the original Base Rent and not on any revision thereof due to  an
increase or decrease, which may have become effective because of  the
provisions of this article.

     Section 3.02.

     Tenant  shall  pay  all net annual rental, additional  rent  and
other payments and deposits, which Tenant in any of the provisions of
this Lease assumes or agrees to pay, in such United States of America
coin or currency as at the time of payment shall be legal tender  for
the payment of public or private debts.

     Section 3.03.

     Tenant  shall also pay all Impositions required to  be  paid  by
Tenant  under  Article  4  hereof, and  all  sums,  costs,  expenses,
payments and deposits which Tenant in any of the provisions  of  this
Lease  assumes  or  agrees to pay and/or deposit,  including  without
limiting  the  generality of the foregoing, deposits for  Impositions
and  insurance  under  Article 5 hereof, and, in  the  event  of  any
nonpayment  of  net annual rental additional rent,  or  any  of  said
items,  Landlord  shall have (in addition to  all  other  rights  and
remedies) all the rights and remedies provided for herein or  by  law
in the case of nonpayment of rent.

     Section 3.04.

     Except  as otherwise set forth in this Lease, it is the  purpose
and  intent  of  Landlord and Tenant that the  net  annual  rent  and
additional rent specified in Section 3.01 shall be absolutely net  to
Landlord,  so  that this Lease shall yield net to  Landlord  the  net
annual rent and additional rent specified above in this Article 3 and
that  all  costs, fees, Impositions and expenses and  obligations  of
every  kind  and  nature  whatsoever relating  to  the  Premises  now
existing or hereafter arising during the lease term or whether beyond
the  contemplation  of the parties, shall be paid  or  discharged  by
Tenant,  and  Tenant agrees to indemnify and save  Landlord  harmless
from  and  against such costs, fees, charges, expenses,  Impositions,
reimbursements and obligations and any interest thereon.

     Notwithstanding the foregoing paragraph, except as otherwise set
forth  in this Lease, Tenant shall have no obligation to pay (i)  any
interest or principal due or to become due under any Mortgage or  any
costs  or  charges  due or to become due under any Mortgage  (or  any
other lien not including a Mortgage or encumbrance, right, estate  or
instrument  created  or suffered by Landlord after  the  Commencement
Date and not by, through or under Tenant, or its subtenants, invitees
or  employees thereof consented to or requested in writing by Tenant)
which may arise as the result of any act, omission, breach or default
by  Landlord (as the mortgagor or otherwise) unless and to the extent
such  costs  or  charges  arise  because  Tenant  has  an  equivalent
obligation under this Lease which Tenant has failed to perform within
the  applicable  notice,  grace or cure  period;  (ii)  the  cost  of
Landlord's   office   overhead  and  ordinary  ministerial   expenses
associated  with  the review of written materials and  correspondence
submitted  under this Lease by Tenant to Landlord; (iii)   Landlord's
legal  fees  and expenses with respect to negotiation and preparation
of  this  Lease,  the transaction contemplated hereby  or  any  other
document,  instrument or transaction negotiated  prior  to  the  date
hereof  relating hereto;  (iv) Landlord's expenses if Landlord  shall
expend monies or incur obligations (including for professional  fees)
for a purpose of Landlord, as opposed to a purpose of Tenant, and not
otherwise expressly requested by Tenant or expressly required  to  be
reimbursed  under this Lease by Tenant; and (v) except  as  otherwise
set  forth  in  this  Lease or with respect to an Event  of  Default,
Landlord's expenses in administering this Lease.

     Section 3.05.

     All  Rental  which  Tenant, pursuant to any  provision  of  this
Lease,  assumes  or agrees to pay, shall be paid  as  in  this  Lease
provided, without notice or demand (except as may be required in this
Lease), and without abatement, deduction, counterclaim or set-off.






                              ARTICLE 4

                       Taxes and Other Charges
                            (Impositions)

     Section 4.01.

     Except  as otherwise expressly provided to the contrary in  this
Article  hereof, Tenant covenants and agrees to pay,  as  hereinafter
provided,  all of the following items which relate to any  period  of
the  Term  of this Lease:  real estate taxes as set forth in  Section
4.11,  special real estate taxes, personal property taxes, use  taxes
and  the  like,  assessments, water charges, sewer rents,  rates  and
charges,  vault  charges, excise taxes, levies,  license  and  permit
fees, charges for public utilities, fines, and all other governmental
charges  and  any penalties, interest or costs with respect  thereto,
general  and  special,  ordinary  and  extraordinary,  foreseen   and
unforeseen,  of  any kind and nature whatsoever  which  at  any  time
during  the  term  of this Lease may be assessed, levied,  confirmed,
imposed  upon, or grow or become due and payable out of or in respect
of, or charged with respect to or become a lien on, the  Premises, or
the  sidewalks or streets in front of or adjoining the  Premises,  or
any  vault,  passageway or space in, over or under such  sidewalk  or
street,  or any other appurtenances of the Premises, or any  personal
property,  equipment  or  other  facilities  used  in  the  operation
thereof,  or  the rent or income received therefrom, or  any  use  or
occupancy thereof, or the Rental payable hereunder or any document to
which  Tenant is a party creating or transferring or surrendering  an
interest  or  estate  in the Premises (all such  items  being  herein
called  "Impositions"); each such Imposition, or installment thereof,
during the term of the Lease to be paid (subject to the provisions of
Section  4.04) when due but in any event prior to the day upon  which
any  fine, penalty, interest or cost may be added thereto or  imposed
by  law  for the nonpayment thereof; provided, however, that  if,  by
law,  any  Imposition  at  the option of  the  taxpayer  be  paid  in
installments  (whether or not interest shall  accrue  on  the  unpaid
balance  of such Imposition), Tenant may exercise the option  to  pay
the  same  in  such installments.  Landlord agrees to  use  its  best
efforts to deliver copies of the bills received with respect  to  all
obligations  of  Tenant hereunder no later than  fourteen  (14)  days
prior to the date that same would become delinquent.  The failure  of
Landlord to comply with this requirement in no way relieves Tenant of
its obligation to pay any taxes due under this Lease.

     Section 4.02.

     Nothing  herein contained shall require Tenant to pay municipal,
state  or  federal  or other income (including New  York  State  real
property transfer or other capital gains taxes) profits, inheritance,
estate,  succession,  or gift or similar taxes of  Landlord,  or  any
corporate  franchise  tax  or a transfer  tax  (from  a  transfer  of
Landlord's  interest in this Lease and/or the Premises) imposed  upon
Landlord or any successor of Landlord provided, however, that  if  at
any  time  during  the  term of this Lease the  methods  of  taxation
prevailing on the date hereof shall be altered or changed so that  in
lieu  of  or  in addition to the whole or any part of the Impositions
now levied, assessed or imposed upon real estate and the improvements
thereon,  there  shall be imposed any tax, assessment (including  but
not  limited to any municipal, state or federal levy), imposition  or
charge, or any part thereof, measured by or based in whole or in part
upon  the Premises or Rental and imposed upon Landlord, then all such
taxes,  assessments,  levies, impositions or  charges,  or  the  part
thereof to the extent they are so measured or based, shall be  deemed
to be included within the term "Impositions" for the purposes hereof,
to  the extent that such Impositions would be payable if the Premises
were  the  only property of Landlord subject to such Impositions  and
Tenant shall pay and discharge the same as herein provided in respect
of the payment of Impositions.

     Section 4.03.

     Any  Imposition  relating  to  a fiscal  period  of  the  taxing
authority, a part of which period is included within the term of this
Lease and a part of which is included in a period of time before  the
Commencement  Date  shall (whether or not such  Imposition  shall  be
assessed, levied, confirmed, imposed upon or in respect of or  become
a lien upon the Premises, or shall become payable, during the term of
this Lease) be paid in full by Tenant, as Tenant was the owner of the
Building  prior  to  the Commencement Date. All  provisions  of  this
paragraph 4.03 shall survive six months after the Expiration Date  or
the earlier termination of this Lease.

     Any  Imposition  relating  to  a fiscal  period  of  the  taxing
authority, a part of which period is included within the term of this
Lease  and a part of which is included in a period of time after  the
Expiration  Date  shall  (whether or not  such  Imposition  shall  be
assessed, levied, confirmed, imposed upon or in respect of or  become
a lien upon the Premises, or shall become payable, during the term of
this  Lease)  be apportioned between Landlord and Tenant  as  of  the
Expiration  Date,  so  that Tenant shall pay  that  portion  of  such
Imposition which that part of such fiscal period is included  in  the
period of time before the Expiration Date to such fiscal period,  and
Landlord  shall  pay  the remainder thereof. All provisions  of  this
paragraph 4.03 shall survive six months after the Expiration Date  or
the earlier termination of this Lease.

     Section 4.04.

     Tenant shall have the right at its own expense and on notice  to
Landlord to contest, review or seek a reduction of the amount  of  or
validity, in whole in part, of any Imposition or the valuation of the
Premises   assessed  for  tax  purposes  by  appropriate  proceedings
including  but not limited to appropriate certiorari proceedings  and
appeals from any judgments, decrees or orders diligently conducted in
good  faith before or after payment of such Imposition (which be made
under  protest), provided that if payment of an Imposition  shall  be
postponed, it shall be postponed only so long as:

          (a)   Neither the Premises nor any part thereof,  would  by
reason  of  such  postponement or deferment be, in  the  judgment  of
Landlord  (which  Landlord agrees shall be exercised reasonably),  in
danger of being forfeited or lost;

          (b)  Landlord shall not be subject to criminal liability or
criminal penalty therefore.

     Landlord will cooperate, at no cost to Landlord (except Landlord
will  pay  the overhead of Landlord's office and ordinary ministerial
expenses  of administration, for a reasonable and ordinary amount  of
time),  as  necessary in connection with any proceedings  brought  by
Tenant to contest or seek a reduction of any Impositions which  would
include, but not be limited to, executing all necessary documents  to
contest or seek a reduction of any Impositions.

     Section 4.05.

     Provided  Tenant  is  not  then  in  default,  Tenant  shall  be
authorized to collect any refund of taxes obtained during the term of
this  Lease and to retain the same subject to Tenant's obligation  to
pay  to  Landlord,  Landlord's pro rata  share  thereof  pursuant  to
Section  4.03. In the event Tenant shall be in default  and  Landlord
should collect any refund, then Landlord shall retain same subject to
Landlord's  obligation  to pay to Tenant,  Tenant's  pro  rata  share
thereof  pursuant to the provisions of Section 4.03 hereof,  provided
that Tenant has cured all defaults hereunder and has paid to Landlord
all amounts due under any provision hereof.

     Section 4.06.

     Landlord  shall  not  be  required to  join  in  any  proceeding
referred to in Section 4.04 hereof unless the provisions of any  law,
rule  or  regulation at the time in effect shall  require  that  such
proceedings be brought by and/or in the name of Landlord or any owner
of the Land, in which event Landlord shall, at Tenant's cost, join in
such  proceedings  or  permit the same to be  brought  in  its  name.
Landlord  shall  not ultimately be subject to any liability  for  the
payment  of  any  costs  or  expenses in  connection  with  any  such
proceedings  (except for overhead of Landlord's office  and  ordinary
ministerial expenses of administration, for a reasonable and ordinary
amount  of time), and Tenant will defend, indemnify and save harmless
Landlord from any such costs and expenses.

     Section 4.07.

     Landlord agrees that whenever Landlord's cooperation is required
in  any  of  the  proceedings brought by  Tenant  as  aforesaid,  and
provided  there  exists  no material Event of Default  which  remains
uncured   Landlord  will  reasonably  cooperate  therein   (including
executing  all documents reasonably required) and will not  take  any
action  contrary  to  the best interests of Tenant  in  any  of  such
proceedings;  and Tenant shall have the sole right to  agree  on  its
behalf  and  Landlord's  to  any  settlement,  compromise  or   other
disposition  of any such proceeding; all of the foregoing  shall  not
entail  any  cost  or  expense to Landlord (except  for  overhead  of
Landlord's    office   and   ordinary   ministerial   expenses    for
administration, for a reasonable and ordinary amount of time).






     Section 4.08.

     Tenant will furnish to Landlord, within fifteen (15) days  after
the  date when any Imposition would become delinquent (or as soon  as
reasonably  obtainable), official receipts of the appropriate  taxing
authority, or other evidence satisfactory to Landlord evidencing  the
payment thereof.

     Section 4.09.

     Any  certificate,  advice  or bill of the  appropriate  official
designated by law to make or issue the same or to receive payment  of
any Imposition, of nonpayment of such Imposition shall be prima facie
evidence  that such Imposition is due and unpaid at the time  of  the
making  or issuance of such certificate, advice or bill, at the  time
or date stated therein.

     Section 4.10.

          Inasmuch  as  Seller,  as  the  present  occupant  of   the
Premises,  has  paid  all  bills for the use  and  occupancy  of  the
Premises,  and shall continue to do so, in accordance with the  terms
and  conditions of this Lease, there will be no adjustments as of the
Commencement Date for real estate taxes, water charges, sewer  rents,
fuel  and  any other expenses which would have been adjusted  between
Landlord and Tenant.

     Section 4.11.

      Tenant  shall pay, as additional rent, any and all real  estate
taxes covering the Premises.

                              ARTICLE 5

                            Late Charges

     If  Tenant shall fail to pay any sum due Landlord when the  same
shall  be  due  and  payable,  other than  the  interest  hereinafter
provided for in this Article, then Tenant shall also pay to Landlord,
promptly  on demand, interest upon the aforesaid sum at the  rate  of
five percent (5%) per month calculated from the date when said unpaid
sum was due and ending on the date when said sum is paid.


                              ARTICLE 6

                              Insurance

     Section 6.01.

     From  the  Commencement Date, and throughout the  term  of  this
Lease,  Tenant shall maintain or cause to be maintained at  its  sole
cost and expense policies of insurance as follows:

          (a)  All-risk insurance for the Building as herein defined, in an
amount equal to the full replacement cost thereof, including the full
replacement  cost of Tenant's leasehold improvements  (but  excluding
Tenant's removable fixtures and personal property) but not less  than
$1,000,000.00.  Property  insurance  must  include  replacement  cost
coverage which is defined as new construction "materials" without any
deduction  for depreciation. If and when Tenant shall make  leasehold
improvements,  the foregoing minimum coverage shall be  increased  to
$2,000,000.00. The amount of both of the foregoing minimum  coverages
("base  coverages") shall be increased in July 2009 and  in  July  of
each subsequent year during the term hereof by an amount equal to the
percentage  increase  in  the Consumer Price  Index,  as  defined  in
Article 3, Section 3.01, using the same Base Index and Current  Index
as  set forth in that Section; provided, however, that if in any such
year  the  percentage  increase  in  the  Consumer  Price  Index,  as
calculated  according to the Formula set forth in  Section  3.01,  is
less  than one percent (1%), no increase in the base coverages  shall
be  required  in  such  year, but if in  the  next  year  or  in  any
subsequent  year  the  total  of such  percentage  increases  in  the
Consumer  Price Index for such year, and for any prior year in  which
no  increase in coverage was required, equals or exceeds one  percent
(1%), then notwithstanding the foregoing, the base coverages shall be
increased  in  such year by a percentage equal to the total  of  such
increases.

          (b)  At Tenant's option, all risk insurance in an amount equal to
the full  replacement  cost of Tenant's removable fixtures  and  personal
property;

          (c)  Broad form boiler and machinery insurance on a comprehensive
basis,  inclusive, but not limited to, coverage for pressure vessels,
miscellaneous  electrical  equipment and air  conditioning  equipment
with  such limits as from time to time may be reasonably required  by
the  Landlord  but  not  less  than  $500,000  per  occurrence,  with
endorsement for actual replacement cost without depreciation;

          (d)  Loss of rents in the amount of $500,000;

          (e)  Commercial general liability insurance, including
contractual
liability,  against  claims  for bodily injury,  death  and  property
damage  occurring  in  or about or arising out  of  the  use  of  the
premises or any appurtenances thereto, including, but not limited to,
all  elevators,  streets, alleys, sidewalks and vaults  adjoining  or
appurtenant  to  the premises. Such insurance to  be  not  less  than
$1,000,000  combined  single  limit for death,  injury  and  personal
property   damage.   In  addition,  Tenant  shall  maintain  umbrella
coverage in the amount of $2,000,000.

     Section 6.02.

     All policies of insurance carried pursuant to Section 6.01 shall
name  Landlord,  its  designated managers and agents,  as  additional
insured.   In  addition,  Tenant  shall  extend  Tenant's   liability
insurance  to cover Landlord as additional insured, and a certificate
of  such  coverage  shall promptly be delivered to  Landlord  or  its
agent.


     Section 6.03.

          (a)   All  insurance  required  by  this  Lease  shall   be
evidenced  by valid and enforceable policies issued by companies  (i)
licensed  to do business in the State of New York and (ii)  having  a
financial  size category of not less than XV and with general  policy
holders  rating  of not less than "A" as rated by "Best's"  insurance
reports.  Prior  to the time such insurance is first required  to  be
carried  by  Tenant  and thereafter, at least 15 days  prior  to  the
effective  date of any such policy, Tenant shall deliver to  Landlord
either  a  duplicate  original  of  the  aforesaid  policies   or   a
certificate(s)  evidencing such insurance. Said certificate(s)  shall
contain an endorsement that such insurance may not be canceled except
upon 30 days' written notice to Landlord.

          (b)   All  such policies shall include appropriate  clauses
pursuant  to  which the insurance companies (i) waive  all  right  of
subrogation  against  Tenant (or against  Landlord  in  the  case  of
insurance under Section 6.01(b) with respect to losses payable  under
such  policies  and  (ii)  agree that  such  policies  shall  not  be
invalidated should the insured waive in writing prior to a  loss  any
or all right of recovery against any party for losses covered by such
policies.

     Section 6.04.

     Provided that Landlord's right of full recovery under its policy
or  policies  aforesaid  is  not  adversely  affected  or  prejudiced
thereby, Landlord hereby waives any and all right of recovery that it
might  otherwise  have  against  Tenant,  its  servants,  agents  and
employees,  for  loss  or damage occurring to the  Building  and  the
fixtures, appurtenances and equipment therein, to the extent  of  the
net  proceeds of insurance actually received by Landlord as a  result
of  such loss or damage, notwithstanding that such loss or damage may
result  from the negligence or fault of Tenant, its servants,  agents
or  employees.   Provided that Tenant's right of full recovery  under
its  aforesaid  policy  or  policies is  not  adversely  affected  or
prejudiced  thereby,  Tenant  hereby waives  any  and  all  right  of
recovery  which  it  might  otherwise  have  against  Landlord,   its
servants,  agents  and  employees, for loss or  damage  to,  Tenant's
furniture,  furnishings,  fixtures and other  property  removable  by
Tenant  under the provisions hereof to the extent of the net proceeds
of  insurance actually received by Tenant as a result of such loss or
damage  notwithstanding that such loss or damage may result from  the
negligence or fault of Landlord, its servants, agents or employees.

     Section 6.05.

     Tenant  shall  not do, permit or suffer to be done  any  act  or
thing upon the Premises that would invalidate or be in conflict  with
New  York  standard  fire  and  property  damage  insurance  policies
covering  the Building, and fixtures, equipment and property therein,
or  that  would  increase  the rate of insurance  applicable  to  the
Building  to an amount higher than it otherwise would be; and  Tenant
shall not do nor shall Tenant permit to be done any act or thing upon
the Premises that shall or might subject Landlord to any liability or
responsibility for injury to any person or persons or to property  by
reason  of  any  business or operation being carried  on  within  the
Premises.

                              ARTICLE 7

                      Casualty, Restoration and
                   Use of Fire Insurance Proceeds

     Section 7.01.

          If  the  Premises or any part thereof shall be  damaged  by
fire or other casualty Tenant shall give immediate notice thereof  to
Landlord  and  this  Lease shall continue in full  force  and  effect
except as hereinafter set forth.

     Section 7.02.

          (a)  If the Building shall be destroyed or damaged in whole
or  in  part  by fire or other casualty (including any  casualty  for
which  insurance  was  not obtained or obtainable)  of  any  kind  or
nature,  ordinary  or extraordinary, foreseen or  unforeseen,  Tenant
shall  give  to  Landlord  prompt notice thereof,  and  Tenant  shall
utilize   insurance   proceeds   for  such   repairs,   restorations,
replacement and rebuilding, and shall promptly, to the extent of such
insurance proceeds, repair, restore and rebuild the same (subject  to
Unavoidable  Delays  including delays in  availability  of  insurance
proceeds  due  to  delays  caused by the insurer(s)),  as  nearly  as
practicable  to the condition and character of the Building  existing
immediately  prior  to such occurrence subject to Legal  Requirements
and  subject to Tenant's right to make alterations in accordance with
this  Lease. The Base Rent and the additional rent payable under this
Lease  shall  abate from the day following the casualty according  to
the part of the Premises that is untenantable until such repair shall
be substantially completed.

          (b)   Notwithstanding  anything to the  contrary  contained
herein,  if the Premises are substantially damaged (for the  purposes
herein  "substantially  damaged" shall mean  more  that  50%  of  the
Premises  are untenantable) then, in any such event, the  Tenant  may
elect  to  terminate this Lease by written notice  to  the  Landlord.
Such notice shall be given within ninety (90) days after such fire or
casualty  specifying a date for the expiration of  the  Lease,  which
date  shall not be more than sixty (60) days after the giving of such
notice,  and  upon the expiration date specified in such  notice  the
term  of  this Lease shall expire as fully and completely as if  such
date  were  the  Expiration  Date of  this  Lease  and  Tenant  shall
forthwith  quit, surrender and vacate the Premises.  Any  rent  owing
shall  be  paid up to such date (subject to abatement as provided  in
this  Article) and any payments of rent made by Tenant that  were  on
account  of  any period subsequent to such date shall be returned  to
Tenant.

     The  provisions of this Article 7 shall be considered an express
agreement  governing  any  cause of  damage  or  destruction  of  the
Premises  by  fire or other casualty, and Section  227  of  the  Real
Property  Law  of  the  State  of New  York,  providing  for  such  a
contingency in the absence of an express agreement, and any other law
of  like import, now or hereafter in force, shall have no application
in such case.


                              ARTICLE 8

                 Tenant's Right to Make Alterations

     Tenant  shall have the right at any time and from time  to  time
during  the term of this Lease to make, at its sole cost and expense,
changes,   alternations,  additions,  replacements  or   improvements
(hereinafter  in this Article called an "Alteration") in  or  to  the
Premises, without prior advance notice to Landlord, provided that all
Alterations shall be performed in accordance with all State, City and
local  Legal  Requirements and Insurance Requirements,  and  provided
further  that any alteration performed within any twelve  (12)  month
period  entailing  an aggregate cost in excess of $100,000  shall  be
subject  to  Landlord's prior written approval, which approval  shall
not be unreasonably withheld; provided, however, Tenant shall furnish
Landlord   evidence  of  readily  available  funds  and/or  financing
adequate  to  pay  for  such alterations, shall cause  the  person(s)
constructing  such  alterations to provide  payment  and  performance
bonds  in  an  amount  equal to the total cost of  such  alterations,
naming  Landlord as an additional obligee under said bonds and  shall
disclose  in  writing to the person(s) constructing such  alterations
the provisions of Section 16.03.


                              ARTICLE 9

             General Requirements Regarding Alterations

     Section 9.01.

     For   the  purposes  of  this  Article,  repairs,  restorations,
rebuilding,  alterations and improvements, or every kind  whatsoever,
including  installations,  excavations  and  demolition  are   called
"Work."

     This  Article  applies to all Work that Tenant  is  required  or
permitted  by this Lease to perform, or which is otherwise  consented
to by Landlord.

     Section 9.02.

     Whenever Tenant performs any Work, Tenant shall:

          (1) perform the Work in a good and workmanlike manner;

          (2)   perform  the  Work  in  compliance  with  all   Legal
Requirements and Insurance Requirements;

          (3) perform the Work with diligence, commencing the Work as
soon  as  reasonably practicable and completing said  Work  within  a
reasonable time, subject to Unavoidable Delays;

          (4)  pay  for all costs incurred for or in connection  with
the Work;

          (5)  retain if required by any Legal Requirement and/or  if
reasonably  prudent, for the preparation of the plans  for  the  Work
and,  also  for the supervision, in accordance with such  architect's
standard  practices as to supervision, of the said Work, a  qualified
architect, licensed to practice in the State of New York;

     Section 9.03.

     Prior  to commencing the Work, Tenant shall comply with  all  of
the following requirements:

          (1)   Tenant  shall  obtain  all  permits,  approvals   and
certificates   required  by  all  governmental   authorities   having
jurisdiction, needed for the commencement and prosecution of the Work
except  insofar as governmental practice and procedure requires  that
such permits, approvals and certificates be issued in stages in which
case Tenant shall obtain such permits, approvals and certificates  at
the designated stages;

          (2)  Tenant  shall obtain or cause to be  obtained  by  its
contractors, all insurance coverage required in connection  with  the
Work, including Workmen's Compensation insurance covering all persons
employed in connection with the Work, in an amount at least equal  to
the   minimum  amount  of  such  insurance  required  by  any   Legal
Requirement,  which insurance shall name Landlord  as  an  additional
insured  and  shall be issued by a company or companies  licensed  or
qualified in New York and in good standing to issue said insurance;

          (3)  The cost of all Work shall be paid promptly by Tenant,
so that the fee title to the Premises shall at all times be free from
(i)  liens  for labor or materials supplied or claimed to  have  been
supplied   to  the  Premises  or  Tenant,  (ii)  chattel   mortgages,
conditional  sales contracts, title retention agreements,  and  (iii)
security  interests  and  agreements, and  financing  agreements  and
statements.

     Section 9.04.

     Upon  the  substantial completion of the  Work  or  as  soon  as
reasonably  practicable thereafter, Tenant shall deliver to  Landlord
copies of the following:

          (i)    the  final  governmental  approvals,  including  any
amended  certificate  of occupancy required in  connection  with  the
completed Work;

          (ii)  the  statement, from Tenant's architect, if  any,  to
Landlord,  that the Work has, insofar as the architect can reasonably
determine, been completed substantially in accordance with the  plans
and specifications and is in compliance with law;

          (iii)      releases  or lien waivers, from all  contractors
and  other persons who would otherwise be entitled to file mechanic's
liens,  of all claims and right to file claims for the furnishing  of
Work, materials, labor or services in connection with the Work;

          (iv) "as built" plans for the Work if required by any Legal
Requirement.

     Section 9.04.

       Upon  completion  of  any  alteration,  said  alteration   (or
improvement,  fixture,  or  the like) shall  immediately  become  the
property of the Landlord.

                             ARTICLE 10

                      Assignment and Subleasing

     Section 10.01.

      Tenant  shall  not assign or sublet the Premises without  first
obtaining  the  written consent of the Landlord, which consent  shall
not  be unreasonable withheld.  Notwithstanding the foregoing, Tenant
shall  have  the right to assign this Lease or sublet any portion  of
the  Premises to an affiliate of Tenant or any other entity under the
control of Tenant.

     Section 10.02.

      Landlord  reserves the right to require a personal guaranty  of
any  proposed sub-tenant or assignee as a condition of consenting  to
any  sublet or assignment request unless said proposed sub-tenant  or
assignee is an affiliate of Tenant or other entity under the  control
of Tenant.


                             ARTICLE 11

                              Mortgages

     Section 11.01.

     This Lease and all rights of Landlord and Tenant are subject and
subordinate   to  any  Mortgages  and  to  any  and   all   renewals,
replacements,    extensions,   modifications,   consolidations    and
refinancings  thereof, subject to the execution,  acknowledgment  and
delivery to the Tenant by the Mortgagee of each such Mortgage  of  an
agreement  of  such Mortgagee substantially as set forth  in  Section
11.02.

     Section 11.02.

     Landlord  and  Tenant  agree  that  the  execution  of  a   Non-
disturbance Agreement by the Mortgagee is a requirement  to  any  re-
financing by Landlord.

     Landlord  will  use its best efforts to cause any  Mortgagee  to
enter  into  an agreement with Tenant, substantially as follows,  and
Tenant  agrees  to  enter  into  such  an  agreement  to  the  extent
obtainable from such Mortgagee:

          1.     Tenant  agrees  that  the  Lease  is  and  shall  be
subordinate to the Mortgage.

          2.    Mortgagee agrees that unless there shall then  be  an
Event of Default under the Lease which remains uncured neither Tenant
nor  any  Leasehold  Mortgagee shall be named or joined  as  a  party
defendant in any action, suit or proceeding to foreclose the Mortgage
or  to collect the debt secured thereby nor shall Tenant's rights  of
possession be disturbed pursuant to such Agreement.

          3.    If,  at any time, Mortgagee (or any person,  or  such
person's successors or assigns, who acquires the interest of Landlord
in  the Lease through foreclosure of any Mortgage or deed in lieu  of
foreclosure of such Mortgage or through any assignment of  Landlord's
interest in the Lease given as collateral for a Mortgage or the  debt
secured  thereby)  (herein sometimes called the  "Successor  Lessor")
shall  succeed  to  the interest of Landlord in the  Lease,  then  at
Successor Lessor's election Tenant shall attorn to and recognize such
person so succeeding to Landlord's rights as Tenant's Landlord  under
the  Lease.   Upon such attornment and recognition, the  Lease  shall
continue  in  full force and effect as, or as if it  were,  a  direct
lease  between the Successor Lessor and Tenant upon all of  the  then
terms,  conditions and covenants of the Lease, except  as  set  forth
below, and Tenant and the Successor Lessor shall promptly execute and
deliver  any  instrument in recordable form, that  either  party  may
reasonably request to evidence such attornment and recognition.

          4.    Landlord and any Leasehold Mortgagee (or its nominee)
upon  becoming  the Tenant under Article 18 hereof shall  execute  an
agreement  containing  the terms of the paragraphs  in  this  Section
11.02.

          5.    No  Successor Lessor shall be liable for any  claimed
default  of  Landlord  or  be deemed to have assumed  obligations  of
Landlord  with respect to the period prior to the effective  date  on
which  the  Successor Lessor shall have succeeded to the interest  of
Landlord hereunder.

     Section 11.03.

     If,  in  connection  with  Landlord's  obtaining  financing   or
refinancing  for the Premises or this Lease, a lender  shall  request
minor modifications to this Lease as a condition to such financing or
refinancing,  neither  Landlord nor Tenant will  withhold,  delay  or
defer  its  consent  provided that such modifications:   (i)  do  not
diminish  either  party's  obligations  or  increase  the  rights  of
Landlord  or  Tenant  under  this  Lease;  (ii)  do  not  change  any
substantive  provisions  of  this  Lease;  (iii)  do  not   add   any
substantive  burden  or obligation to Landlord or  Tenant  under  the
Lease;  (iv)  would not put Landlord or Tenant in default  under  any
Leasehold Mortgage or Landlord in default under any Mortgage.



                             ARTICLE 12

                               Repairs

     Section 12.01.

     Tenant  shall, at its own cost and expense, keep clean and  free
from   dirt,  snow,  ice,  rubbish,  obstructions  and  encumbrances,
sidewalk areas, vaults, areaways, courtyard, garden and garden fence,
chutes, sidewalk hoists, railings, gutters, alleys and curbs in front
of or adjacent to the Premises.

     Section 12.02.

     The  Tenant  shall  be solely responsible for  making  all  non-
structural  repairs and replacements and for all  related  costs  and
expenses necessary to keep the Building in compliance with all  Legal
Requirements and Insurance Requirements.

     Section 12.03.

     Landlord  shall  not  be  required to furnish  any  services  or
facilities  whatsoever to the Premises, such as, but not limited  to,
water, steam, heat, gas, electricity, light and power.  Tenant  shall
pay  for all of said services and facilities as the charges for  same
become  due.  Tenant shall have all existing utility meters put  into
its name.


                             ARTICLE 13

                     EARLY TERMINATION OF LEASE

     Tenant shall have the right to terminate this Lease prior to the
Expiration Date upon one hundred twenty (120) days notice to
Landlord, delivered in the form and manner prescribed in Article 24
herein.


                             ARTICLE 14

               Compliance with Legal Requirements and
                       Insurance Requirements

     Section 14.01.

     Except as otherwise provided for in this Lease, Tenant shall  at
its  own  cost  and expense, during the term of this Lease,  promptly
comply   with   any   and  all  Legal  Requirements   and   Insurance
Requirements.

     Section 14.02.

     Tenant shall have the right to contest the validity of any  such
Legal  Requirements  or  Insurance Requirements  or  the  application
thereof at Tenant's own expense.


                             ARTICLE 15

             Fixtures and Articles of Personal Property

     Section 15.01.

     Tenant  shall  keep  the Premises fully and adequately  equipped
with all equipment, fixtures and articles of personal property (other
than   any  such  property  actually  or  customarily  furnished   by
Subtenants) reasonably necessary for the operation of the Premises.

     Section 15.02.

     Tenant shall expressly not have the right, power or authority to
remove  from the Premises, except for replacement, repairs,  cleaning
or  other servicing, any of its, the Landlord's, or any other party's
equipment,  fixtures  or articles of personal  property  without  the
prior  written consent of Landlord.  Any fixtures, Equipment and  the
like  installed by the Tenant in replacement of that which  presently
exists  which is not the business equipment or furnishings of Tenant,
shall  immediately  become the property of  the  Landlord,  it  being
agreed and understood that all business equipment and furnishings  of
Tenant, whether attached to the Premises or movable, shall remain the
personal property of Tenant.

     Section 15.03.

     Tenant  shall  keep all Equipment and fixtures and  articles  of
personalty  in  good  order  and repair,  reasonable  wear  and  tear
excepted,  and  shall  replace the same when necessary  by  items  of
similar  utility.   All  Equipment  and  fixtures  and  articles   of
personalty  shall  upon installation forthwith  become  part  of  the
Building and shall be subject to all of the provisions of this Lease,
except as specifically set forth in Section 15.02 above.

     Section 15.04.

     Tenant's leasehold estate in the Building and its estate in  the
land shall be non-separable.






                              ARTICLE 16

                         Discharge of Liens

     Section 16.01.

     (a)   Tenant  shall  not create or permit to be  created  or  to
remain,  and  shall discharge, any lien, encumbrance or charge  which
might be or become a lien, encumbrance or charge upon the Premises or
any part thereof, other than (i) liens for Impositions so long as the
same are not yet payable without the addition of any fine, penalty or
interest,  or (ii) liens resulting from Landlord's acts not consented
to in writing or requested in writing by Tenant or wrongful omissions
of Landlord after the Commencement Date.

     (b)   Subject to Article 18 hereof, Tenant shall not suffer  any
matter  or thing whereby the estate, rights and interest of  Landlord
in the Premises or any part thereof might be impaired.


     Section 16.02.

     If  any lien, encumbrance or charge included in paragraph (a) of
Section  16.01 or arising under Section 9.03(3) shall at any time  be
filed  against the Premises or any part thereof, Tenant within  sixty
(60) days after notice of the filing thereof, shall cause the same to
be  discharged of record by payment or posting of a bond.  If  Tenant
shall  fail  to  cause such lien to be discharged within  the  period
aforesaid, or has failed to diligently commence a cure if same cannot
be  reasonably removed within such time period, then in  addition  to
any  other  right or remedy, Landlord may, but shall not be obligated
to,  discharge the same either by paying the amount claimed to be due
or  by  procuring the discharge of such lien by deposit or by bonding
proceedings,  and in any such event Landlord shall  be  entitled,  if
Landlord  so elects, to compel the prosecution of an action  for  the
foreclosure of such lien by the lienor and to pay the amount  of  the
judgment  in favor of the lienor with interest, costs and allowances.
Any amount so paid by Landlord and all costs and expenses incurred by
Landlord  in  connection therewith, shall constitute additional  rent
payable  by  Tenant  under this Lease payable by Tenant  to  Landlord
thirty (30) days after demand.

     Section 16.03.

     Nothing in this Lease contained shall be deemed or construed  in
any  way  as constituting the consent or request of Landlord, express
or   implied   by   inference  or  otherwise,  to   any   contractor,
subcontractor,  laborer  or materialman for the  performance  of  any
labor  or  the  furnishing  of labor or materials  for  any  specific
improvement,  alteration to or repair of the  Premises  or  any  part
thereof,  nor  as  giving Tenant any right,  power  or  authority  to
contract  for  or  permit  the  rendering  of  any  services  or  the
furnishing of any materials that would give rise to the filing of any
lien against Landlord's interest in the Premises or any part thereof.
Notice is hereby given that Landlord shall not be liable for any work
performed  or  to  be performed at the Premises  for  Tenant  or  any
Subtenant,  or  any  materials furnished or to be  furnished  at  the
Premises  for  Tenant  or any Subtenant, upon  credit,  and  that  no
mechanic's or other lien for such work or materials shall  attach  to
or affect the estate or interest of Landlord in and to the Premises.

                             ARTICLE 17

                 Condition and Title of the Premises

     Tenant  represents  that the Premises, the  title  thereto,  the
zoning  thereof,  the  condition thereof, and the  present  uses  and
non-uses   thereof,  have  been  examined  by  Tenant   to   Tenant's
satisfaction, and Tenant accepts them in the condition  or  state  in
which  they  now are, AS IS.  Landlord agrees to repair the  roof  if
necessary  and  all other structural components of the  Premises,  if
necessary.

                             ARTICLE 18

                         Leasehold Mortgages

     Section 18.01

     Tenant  specifically has no right to mortgage Tenant's  interest
in this Lease under one or more leasehold mortgages ("individually  a
"Leasehold  Mortgage"  and  collectively "Leasehold  Mortgages")  and
specifically  has  no right assign this Lease or any  part  or  parts
thereof, as collateral security for any Leasehold Mortgages.


                             ARTICLE 19

                  Landlord Not Liable for Injury or
                 Damage; Indemnification of Landlord

     Landlord shall not in any event whatsoever be liable (except for
Landlord's negligence or other tortious acts occurring after the
Commencement Date or those of its agents, contractors, servants,
employees or invitees and subject to the terms and conditions of
Article 6) for any injury or damage to any property or to any person
happening on, in or about the Premises and its appurtenances, nor for
any injury or damage to the Premises, whether belonging to Tenant or
any other person, caused by any fire, breakage, leakage, defect or
bad condition in any part or portion of the Premises, or from water,
rain, or snow that may leak into, issue or flow from any part of the
Premises from the drains, pipes, or plumbing work of the same or from
any place or quarter, or due to the use, misuse or abuse of all or
any of the elevators, hatches, openings, installations, stairways or
hallways of any kind whatsoever which may exist or hereafter be
erected or constructed on the Premises, or from any kind of injury
which may arise from any other cause whatsoever on the Premises.  The
provisions of this Lease permitting Landlord to enter and inspect the
Premises are made for the purpose of enabling Landlord to become
informed as to whether Tenant is complying with the agreements,
terms, covenants and conditions hereof, and to do such acts as Tenant
shall fail to do, but Landlord shall have no liability or affirmative
obligation to do such acts.


                             ARTICLE 20

                   Landlord's Right of Inspection

     Tenant shall permit Landlord and its agents or representatives
to enter the Premises at all reasonable times upon reasonable prior
written notice for the purpose of (i) inspecting the same and (ii)
making any necessary repairs thereto and performing any work therein
that may be necessary by reason of Tenant's failure to make any such
repairs or perform any such work provided, however, that except in
cases of emergency (as defined in Article 21 hereof) Landlord shall
give Tenant at least thirty (30) days' written notice of the
necessity of making repairs which notice shall include a description
of repairs Landlord shall undertake, the location of the repairs in
or about the Building and nature and scope of the repairs.   In
making repairs, Landlord shall exercise reasonable diligence so as to
minimize any interference with the Tenant's business operations and
use of the Premises.


                             ARTICLE 21

           Landlord's Right to Perform Tenant's Covenants

     If Tenant shall any time fail to pay any Imposition in
accordance with the provisions hereof, or to take out, pay for,
maintain or deliver any of the insurance policies provided for
herein, or shall fail to make any other payment or perform any other
act on its part to be made or performed, then Landlord, after 15
days' written notice to Tenant (or without notice in case of an
emergency) and without waiving or releasing Tenant from any
obligation of Tenant contained in this Lease, may (but shall be under
no obligation to):

     (i) pay any Imposition payable by Tenant pursuant to the
provisions hereof, unless Tenant is contesting same in accordance
with the provisions of this Lease,

     (ii) take out, pay for and maintain any of the insurance
policies provided for herein,

     (iii) make any other payment or perform any other act on
Tenant's part to be made or performed as in this Lease provided, and
may enter upon the Premises for the purpose and take all such action
thereon as may be necessary therefore.

     All sums so paid by Landlord and all reasonable costs and
expenses incurred by Landlord in connection with the performance of
any such act, shall be paid by Tenant to Landlord within thirty (30)
days after demand.  Any payment or performance by Landlord pursuant
to the foregoing provisions of this Article shall not be nor be
deemed to be a waiver or release of the breach or default of Tenant
with respect thereto or of Landlord's right to terminate this Lease,
institute summary proceedings and/or take such other action as may be
permissible hereunder in the event of breach or default by Tenant
unless the Tenant cures the breach or default prior to the date on
which such breach or default would be an Event of Default.  Landlord
shall not be limited in the proof of any damages which Landlord may
claim against Tenant arising out of or by reason of Tenant's failure
to provide and keep in force insurance as aforesaid, to the amount of
the insurance premium or premiums not paid or incurred by Tenant and
which would have been payable upon such insurance, but Landlord shall
also be entitled to recover as damages for such breach, the uninsured
amount of any loss, to the extent of any deficiency in the insurance
required by the provisions of this Lease, unless agreed to by
Landlord, and damages, costs and expenses of suit suffered or
incurred by reason of damage to, or destruction of, the Premises,
occurring during any period when Tenant shall have failed or
neglected to provide insurance as aforesaid.  "Emergency" means a
condition presenting imminent danger to (i) the health or safety of
persons or (ii) damage to property.

                             ARTICLE 22

                Permitted Use; No Unlawful Occupancy

     The parties agree that the use of the Premises shall be for
industrial/manufacturing or for any other legal use as permitted by
the Certificate of Occupancy for the Premises, and for no other
purpose, subject to the provisions of this Lease.  Tenant shall not
use or occupy, nor permit or suffer, the Premises or any part thereof
to be used or occupied for any unlawful purpose, nor in such manner
as to constitute a nuisance of any kind, nor for any purpose or in
any way in violation of the then existing certificate of occupancy,
if any, or of any present or future Legal Requirements or Insurance
Requirements. Tenant shall promptly upon the discovery of any such
unlawful or illegal use take all necessary steps, legal and
equitable, to compel the discontinuance of such use.


                             ARTICLE 23

          Defaults, Conditional Limitations, Remedies, etc.

     Section 23.01.

     Each of the following events shall be an "Event of Default"
hereunder:

     (a) Failure to observe or perform one or more of the terms,
conditions, covenants or agreements of this Lease and the continuance
of such failure for a period of fifteen (15) days after written
notice by Landlord specifying such failure unless such failure
requires work to be performed, acts to be done, or conditions to be
removed which cannot by their nature reasonably be performed, done or
removed, as the case may be, within such 15-day period (including
reasonable time necessary to enforce rights against subtenants), in
which case no Event of Default shall be deemed to exist so long as
Tenant shall have commenced curing the same within such 15-day period
and shall diligently and continuously prosecute the same to
completion, subject to Unavoidable Delays;

     (b)   (i) The filing of an application by Tenant for or a
consent to the appointment of a receiver, trustee or liquidator of
itself or of all of its assets; or

        (ii) The making by Tenant of a general assignment for the
benefit of creditors; or

     (c) If this Lease or the estate of Tenant hereunder shall be
transferred to or assigned to or subleased to or shall pass to or
devolve upon any person or party, except in a manner herein
permitted, or if any of same is attempted;

     (d) If a levy under execution or attachment shall be made
against Tenant or its property and such execution or attachment shall
not be vacated or removed by court order, bonding or otherwise within
a period of sixty (60) days;

      Section 23.02.

     If an Event of Default shall occur, Landlord, at any time
thereafter, may at its Option give written notice to Tenant stating
that this Lease and the term hereby demised shall expire and
terminate on the date specified in such notice, and upon the date
specified in such notice, which date shall not be less than fifteen
(15) days thereafter, this Lease and the term hereby demised, and all
rights of the Tenant under this Lease shall expire and terminate, as
if that date were the date herein definitely fixed for the
termination of the term of this Lease.

     Section 23.03.

     In the event of cancellation or termination of this Lease either
by operation of law, by issuance of a dispossessory warrant, by
service of notice of cancellation or termination as herein or under
law provided, or otherwise, Tenant shall quit and peacefully
surrender the Premises, and thereupon or at any time thereafter,
Landlord without further notice may, enter upon, possess, reenter and
repossess the Premises, or by summary proceedings, ejectment,
statutory action, claim of right, or otherwise, and may dispossess or
remove Tenant and the legal representatives of Tenant from the
Premises, and may have, hold, use, occupy and enjoy the Premises, and
the receipts and other benefits therefrom, and Tenant shall
nevertheless remain and continue liable to Landlord as hereinafter
provided.

     In case of any such reentry, expiration and/or dispossess by
summary proceedings or otherwise, (except termination pursuant to
Section 25.01 (i) the Rental shall become due thereupon and be paid
for the period up to the time of such reentry, dispossess and/or
expiration; (ii) Landlord may relet the Premises or any part or parts
thereof, either in the name of Landlord or otherwise, for a term
which may at Landlord's option be less than or exceed the period
which would otherwise have constituted the balance of the term, and
may grant concessions or free rent; and (iii) Tenant or the legal
representative of Tenant shall also pay Landlord, as liquidated
damages for the failure of Tenant to observe and perform said
Tenant's covenants herein contained, for each month of the period
which would otherwise have constituted the balance of the term, any
deficiency between (x) the sum of the Rental which would have been
due for such month if the term had not been terminated, and (y) the
net amount, if any, of the rents collected on account of the lease or
leases of the Premises for such month.  In computing such liquidated
damages there shall be added to the said deficiency such expenses as
Landlord may incur in connection with reletting, such as court costs,
reasonable attorneys' fees and disbursements, brokerage and for
putting and keeping the Premises in good order or for preparing the
same for reletting as hereafter provided.  If Landlord shall maintain
and operate the Premises there shall also be added to such
deficiency, to the extent not included in Rental, the cost and
expense (including capital expenditures) of operating and maintaining
the Premises.

     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 Landlord to
collect the deficiency for any subsequent month by a similar
proceeding.  Landlord at Landlord's option may make such alterations,
repairs, replacements and/or decorations in the Premises as Landlord
in Landlord's sole judgment considers advisable and necessary for the
purpose of reletting the Premises; and the making of such alterations
and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid.

     Section 23.04.

     No failure by either party to insist upon the strict performance
of any covenant, agreement, term or condition of this Lease or to
exercise any right or remedy consequent upon a breach thereof, and no
acceptance or payment of full or partial rent during the continuance
of any such breach, shall constitute a waiver of any such breach or
of such covenant, agreement, term or condition.  No covenant,
agreement, term or condition of this Lease to be performed or
complied with by either party, and no breach thereof, shall be
waived, altered or modified except by a written instrument executed
by the other party.  No waiver of any breach shall affect or alter
this Lease, but each and every covenant, agreement, term and
condition of this Lease shall continue in full force and effect with
respect to any other then existing or subsequent breach thereof.

     Section 23.05.

     In the event of any breach by either party of any of the
covenants, agreements, terms or conditions contained in this Lease,
the other party shall be entitled to enjoin such breach and shall
have the right to invoke any right and remedy allowed at law or in
equity or by statute or otherwise as though reentry, summary
proceedings, and other remedies were not provided for in this Lease.

     Section 23.06.

     Each right and remedy of either party provided for in this Lease
shall be cumulative and shall be in addition to every other right or
remedy provided for in this Lease or now or hereafter existing at law
or in equity or by statute or otherwise, and the exercise or
beginning of the exercise by either party of any one or more of the
rights or remedies provided for in this Lease or now or hereafter
existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by that party of any or
all other rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise.

     Section 23.07.

     Landlord or Tenant, as the case may be, shall pay to the other
party all reasonable costs and expenses, including reasonable
attorneys' fees, incurred by the other party in any action or
proceeding to which the other party may be made a party by reason of
any act or omission of Landlord or Tenant, respectively.  Such party
shall also pay to the other party all reasonable costs and expenses,
including reasonable attorneys' fees, incurred by the other party in
enforcing any of the covenants and provisions of this Lease and
incurred in any action brought by the other party against such party
on account of the provisions hereof, and/or any default of such party
hereunder and all such costs, expenses, and attorneys' fees may be
included in and form a part of any judgment entered in any proceeding
brought by the other party against such party on or under this Lease.
All of the sums paid or obligations incurred by Landlord or Tenant,
respectively, as aforesaid with interest and costs shall be paid by
the other party to Landlord or Tenant, respectively, within thirty
(30) days of the rendition by such party to the other party of any
bill or statement therefore.


                             ARTICLE 24

                               Notices

          Whenever it is provided herein that notice, demand, request
or other communication shall or may be given to or served upon either
of the parties by the other, and whenever either of the parties shall
desire to give or serve upon the other any notice, demand, request or
other communication with respect hereto or the Premises, each such
notice, demand, request or other communication shall be in writing
and, any law or statute to the contrary notwithstanding, shall be
effective for any purpose if given or served as follows:

     (a)  If by Landlord, by mailing the same to Tenant by registered
or  certified mail, postage prepaid, return receipt requested, or  by
overnight  carrier,  addressed to (i) Tenant  at  the  Premises;  and
similarly  mailing,  a copy to Tenant's attorney at  Certilman  Balin
Adler  &  Hyman, LLP, 90 Merrick Avenue, 9th Floor, East Meadow,  New
York  11554,  Attention:  Howard M. Stein, Esq.,  or  at  such  other
addresses  as Tenant may from time to time designate by notice  given
to Landlord in accordance with this notice provision.

     (b)  If by Tenant to Landlord, by mailing the same by registered
or  certified mail, postage prepaid, return receipt requested, or  by
overnight  carrier, addressed to (i) Landlord at 32-01 College  Point
Boulevard, Flushing, New York 11354; and similarly mailing, a copy to
Landlord's  attorney  at Jamie Andrew Schreck, P.C.  at  352  Seventh
Avenue,  10th  Floor,  New York, New York 10001,  or  at  such  other
addresses as Landlord may from time to time designate by notice given
to Tenant in accordance with this notice provision.

     (c) Every notice, demand, request or other communication
hereunder shall be deemed to have been given or served three (3)
business days after the same shall be deposited in the United States
mails, postage prepaid, in the manner aforesaid.

     (d)  It is specifically agreed by the parties that the additional
mailings to attorneys set forth above in paragraph 24(a) and (b) are
solely as accommodations.  The time in which service shall be
calculated shall run only from the date mailings were sent either to
Landlord or Tenant, and not the attorneys.


                             ARTICLE 25

                            Condemnation

     Section 25.01.

     If any time during the term of this Lease, title to the whole or
materially all of the Premises shall be taken for any public or
quasi-public purpose by any lawful power or authority by the exercise
of the right of condemnation or eminent domain or by agreement
between Landlord, Tenant and those authorized to exercise such right,
this Lease, the term hereby granted, any extension thereof and any
extension terms hereof, provided Tenant elects to terminate the
Lease, then in such event, it shall terminate and expire on the date
on which possession is taken and the Rental and other sum or sums of
money and other charges herein reserved and provided to be paid by
the Tenant shall be apportioned and paid to the date of such taking.
Nothing in this section, this Article, or anywhere else in this Lease
contained, however, shall be construed or deemed to vest in Tenant
any ownership or title of or to the Building or improvements
presently upon the Premises (or of, or, to any building or
improvements which may hereafter be placed on the Premises), it being
the understanding of the parties that the ownership of and title to
said Building and improvements now or hereafter to be located on the
Premises is in, and shall belong to, Landlord.  The term "materially
all of the Premises" shall be deemed to mean more than twenty-five
percent (25%) of the Premises.

     Section 25.02.

     For the purpose of this Article 25, the Premises or a part
thereof, as the case may be, shall be deemed to have been taken or
condemned on the date on which actual possession of the Premises or a
part thereof, as the case may be, is acquired by any lawful power or
authority or the date on which title vests therein, whichever is
earlier.

     Section 25.03.

     If less than materially all of the Premises be so taken or
condemned, this Lease and the term thereof may continue upon the
election to continue of the Landlord, but the net annual rent due and
payable pursuant to Section 3.01 hereof shall be reduced in the same
proportion that the amount of the leasable space taken bears to the
total leasable space in the Premises, such reduction in rent to take
effect on and as of the date of the taking.  Upon said election to
continue, Landlord shall proceed diligently (subject to Unavoidable
Delays) to repair and restore the remaining part of the Building on
the Premises not so taken so that the latter shall be a complete
rentable and self-contained architectural unit in good condition and
repair at Landlord's cost and expense.

     Section 25.04.

     (a) In the event of a total or material taking:

        (i) Landlord shall be entitled to claim against the
condemning authority an amount equal to the value of its interest in
the Lease and the Premises (including compensation for the Building
or other improvements or portion thereof taken and damages if any to
the parts of the Building and other improvements not so taken) (after
deduction of expenses of collection therefore) as encumbered by this
Lease;

        (ii) Tenant shall be entitled to make a separate claim
against the condemning authority for an amount equal to the value of
its interest in the Lease, its property and for moving and relocation
expenses.

     (b) in the event of any such taking of less than materially all
of the Premises:

        (i) Landlord shall be entitled to claim an amount equal to
what Landlord would claim under subparagraph 25.04 (a) (i) above on a
total or material taking multiplied by a fraction, the numerator of
which shall be the amount of square foot area taken and the
denominator of which shall be the amount of square foot area of the
Building prior to such taking;

        (ii) Tenant shall be entitled to claim an amount equal to
what Tenant would claim under subparagraph 25.04(a)(ii) above
multiplied by a fraction, the numerator of which shall be the amount
of square foot area taken and the denominator of which shall be the
amount of square foot area of the Building prior to such taking.


                             ARTICLE 26

                          Security Deposit

     At the signing of this Lease, Tenant shall provide Landlord with
a certified check in the amount of $20,821.50 representing an amount
equal to three (3) months of the Lease Term.  Landlord shall hold
this amount as security deposit in a non-interest bearing account.
Upon any and all base rent increases, Tenant shall give Landlord such
additional sums as required so that at all times an amount equal to
three (3) months of the Lease Term shall be held as a security
deposit.


                              ARTICLE 27

                       Limitation of Liability

     Notwithstanding anything to the contrary provided in this Lease,
whether express or implied, there shall be absolutely no personal
liability on the part of Landlord or Tenant, their successors or
assigns (under this agreement or by statute or operation of law or in
equity), with respect to any of the terms, covenants and conditions
of this Lease, and each party shall look solely to the interest of
the other, its successors or assigns (under any agreement or by
statute or operation of law or in equity or otherwise), in the
Premises or the proceeds thereof for the collection of any judgment
(or other judicial process) requiring the payment of money by either
party in the event of any breach or default by either party of any of
the terms, covenants and conditions of this Lease to be performed by
either party, such exculpation of personal liability to be absolute
and without any exception whatsoever, and no other property or assets
of the Landlord or Tenant or their directors, officers, shareholders,
partners or other principals (disclosed or undisclosed) shall be
subject hereunder to levy, execution or other enforcement procedures
for the satisfaction of any such judgment (or other judicial
process).

                             ARTICLE 28

                       Excavations and Shoring

     If any excavation shall be made or contemplated to be made for
building or other purposes upon property adjacent to the Premises,
Tenant shall afford to the person or persons causing or authorized to
cause such excavating the right to enter upon the Premises for the
purpose of doing such work as such person or persons shall consider
to be necessary to preserve any of the walls or structures thereof
from injury or damage and to support the same by proper foundations.
Tenant shall not, by reason of any such excavation or work, have any
claim against Landlord for damages or indemnity or for suspension,
diminution, abatement or reduction of rent under this Lease.

                             ARTICLE 29

                   Estoppel Certificates by Tenant

      Tenant agrees at any time and from time to time upon not less
than ten (10) business days' prior written notice by Landlord to
execute, acknowledge and deliver to Landlord or any other party
reasonably specified by Landlord, a statement in writing in from
delivered to Tenant for execution, certifying that this Lease is
unmodified and 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), setting forth the term hereof, any
offsets and defenses of the Tenant and the dates to which the net
rent, Impositions and other charges have been paid in advance, if
any, and stating whether or not to the best knowledge of the signer
of such certificate that Tenant or Landlord is in default in
performance of any covenant, agreement or condition contained in this
Lease and, if so, specifying each such default of which the signer
may have knowledge, and whether or not, to the best knowledge of the
signer of such certificate, that any event has occurred, which with
the passage of time or the giving of notice, or both, would
constitute such a default and, if so, specifying each such event.  At
Landlord's request, Tenant shall also furnish such amendments thereto
and shall state in the aforesaid statement that to the best of
Tenant's knowledge no rights of Landlord under the Lease have been
waived and Landlord is not estopped to assert such rights (or if
there have been waivers or estoppels, the specifics thereof) and
shall set forth whether or not Tenant is in possession of the
Premises and is paying Rental as required by the Lease.
swe
                             ARTICLE 30

                         Landlord's Consents

       It is understood and agreed that the granting of any consent
by Landlord to Tenant to perform any act of Tenant requiring
Landlord's consent under the terms of this Lease, or the failure on
the part of Landlord to object to any such action taken by Tenant
without Landlord's consent, shall not be deemed a waiver by Landlord
of its rights to require such consent for any further similar act by
Tenant, and Tenant hereby expressly covenants and warrants that as to
all matters requiring Landlord's consent under the terms of this
Lease, Tenant shall secure such consent for each and every happening
of the event requiring such consent, and shall not claim any waiver
on the part of Landlord of the requirement to secure such consent.


                             ARTICLE 31

                      Surrender at End of Term

     On the last day of the term hereof or upon any earlier
termination of this Lease, or upon any reentry by Landlord upon the
Premises pursuant to Article 23 hereof, Tenant shall well and truly
surrender and deliver up to Landlord the Premises and Building and
Equipment without delay and in good order, condition and repair,
reasonable wear and tear and damage by casualty and condemnation
excepted, free and clear of all lettings and occupancies other than
subleases then terminable at the option of the Landlord thereof and
free and clear of all liens and encumbrances other than those, if
any, existing at the date hereof, or created by Landlord, or
subsequent owners of the Premises.

     Title to all trade fixtures, furniture, equipment  (other than
Equipment), installed in the Premises shall be in Landlord, and, upon
expiration or sooner termination of this Lease, the same shall not be
removed therefrom. The provisions of this Article shall survive the
termination of this Lease.







                             ARTICLE 32

                         No Oral Agreements

       This Lease and any written agreements executed
contemporaneously herewith contain all the promises, agreements,
conditions, inducements and understandings between Landlord and
Tenant relative to the Premises and there are no prior promises,
agreements, conditions, understandings, inducements, warranties or
representations relative to the Premises, oral or written, expressed
or implied, between them other than as herein set forth or as set
forth in any written agreements executed contemporaneously herewith.


                             ARTICLE 33

                           Quiet Enjoyment

     Tenant shall peacefully and quietly enjoy the Premises free of
any claim by any party arising by, through or under Landlord subject,
however, to the exceptions, reservations and conditions of this
Lease.


                             ARTICLE 34

               Compliance with Covenants, Restrictions
                            and Easements

     Tenant agrees that, throughout the term of this Lease, there
shall be no breach of any presently existing (or hereafter arising at
Tenant's request or with Tenant's acquiescence) covenant, easement or
restriction affecting the Premises.


                             ARTICLE 35

                        Intentionally Omitted


                             ARTICLE 36

                        Intentionally Omitted


                             ARTICLE 37

                       Recording of Memorandum

     Landlord   and   Tenant   may,  at   either   party's   request,
simultaneously  with  the  execution  of  this  Lease,  join  in  the
execution of a memorandum of lease in proper form for recordation  in
the appropriate office or offices in the county which the Premises is
situated,  setting forth the existence and term of  this  Lease,  and
Landlord  and  Tenant will each take such further action  as  may  be
necessary to effect such recordation at the request of the other.


                             ARTICLE 38

                            Miscellaneous

     Section 38.01.

     The captions of this lease are for convenience of reference only
and  in no way define, limit or describe the scope or intent of  this
Lease nor in any way affect this Lease.

     Section 38.02.

     The  table of contents preceding this Lease but under  the  same
cover is for the purpose of convenience of reference only and is  not
to  be  deemed or construed in any way as part of this Lease, nor  as
supplemental thereto or amendatory thereof.

     Section 38.03.

     The  use  herein  of  the neuter pronoun  in  any  reference  to
Landlord or Tenant shall be deemed to include any individual Landlord
or  Tenant, and the use herein of the words "successors and  assigns"
or  "successors or assigns" of Landlord or Tenant shall be deemed  to
include  the  heirs,  legal  representatives  and  assigns   of   any
individual Landlord or Tenant.

     Section 38.04.

     Subject  to the provisions of Article 27, each person  named  as
Tenant  shall  be  fully liable for all of the  Tenant's  obligations
hereunder.  Any notice by the Landlord to any person named as  Tenant
shall  have the same force and effect as though given to all  persons
named as Tenant.

     Section 38.05.

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

     Section 38.06.

     No change to, surrender of, or waiver or estoppel regarding this
Lease or any of the terms hereof shall be valid unless in writing and
signed by the party against whom enforcement of the change, waiver or
estoppel is sought.

     Section 38.07.

     Except  as  otherwise provided in this Lease, the  terms  hereof
shall  be  binding upon and shall inure to the benefit of the  heirs,
executors,  administrators, successors and assigns, respectively,  of
Landlord  and Tenant.  Each term and each provision of this Lease  to
be performed by Tenant shall be construed to be both a covenant and a
condition.

     Section 38.08.

     Intentionally Omitted.

     Section 38.09.

     Each party represents to the other that the execution hereof  by
the parties signing on behalf of such party has been duly authorized.

     Section 38.10.

     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  be
valid  and enforceable to the fullest extent permitted by law  unless
as  a  result  thereof, the Rental payable hereunder is  reduced,  in
which  case,  Landlord shall have the right to terminate  this  Lease
upon written notice to Tenant.

     Section 38.11.

     Each  party  hereby agrees that any legal action  or  proceeding
with  respect to the Lease may be brought in the courts of the  State
of  New  York  in  the County of Nassau, as the party commencing  the
action  may  elect.  By execution and delivery of  this  Lease,  each
party  accepts  with  regard to any such action  or  proceeding,  for
itself and in respect of its property, generally and unconditionally,
the jurisdiction of the aforesaid court.  Nothing herein shall affect
the  right  of  the  party commencing the action  to  commence  legal
proceedings or otherwise proceed against the other party in any other
jurisdiction in which assets of the party being sued are  located  or
to  serve  process in any manner permitted by applicable  law.   Each
party  further  agrees that final judgment against  it  in  any  such
action or proceeding shall be conclusive and, to the extent permitted
by  applicable law, may be enforced in any other jurisdiction  within
or outside the United States of America by suit on the judgment.

     Section 38.12.

     Tenant  represents  and warrants that Tenant  is  aware  of  the
requirements   established  for  public  accommodations   under   the
Americans with Disabilities Act of 1990 ("ADA") and Title  8  of  the
New  York  City  Administrative Code ("Code") and other  governmental
requirements  regarding  accessibility  of  such  accommodations   by
disabled  persons.  Tenant  agrees to bear  sole  responsibility  for
complying  with  such laws, including the cost of  making  reasonable
accommodations  to insure such accessibility, and  to  hold  Landlord
harmless  from  and  against  any loss, claims,  costs  or  expenses,
including  reasonable  attorneys'  fees,  associated  with   Tenant's
failure to comply with the ADA or the Code, so long as Landlord shall
have   provided   its  reasonable  cooperation  in   executing   such
applications  for government filings as may be necessary  to  achieve
compliance.    The   obligations  of  this  Section   shall   survive
termination of this Lease.

     Section 38.13.

     Tenant  covenants and agrees that neither it nor  its  permitted
assignees, subtenants or any other permitted occupant of the Premises
shall,  during the term hereof, use, create or generate any  material
or  substance  in the operation of its business which constitutes  or
may constitute a hazardous substance under any applicable city, state
or federal laws, rules, regulations or ordinances which may now be in
effect  or  may  hereafter  be  adopted  unless  Tenant  shall   make
appropriate  and  lawful arrangements for the handling,  containment,
removal  and  disposition of such substances, nor shall Tenant  allow
any  such  material  or  substance to remain  in  the  Premises  upon
expiration  of  this  Lease  or any extended  term  thereof.   Tenant
further  covenants and agrees for itself and its permitted successors
and  assigns that it shall indemnify and hold harmless Landlord,  any
mortgagee of the Building of which the Premises forms a part, or  any
lessee  of the entire Building of which the demised Premises forms  a
part and any successors thereof, from and against any and all claims,
costs,  causes  of  action  or any other  expenses  of  any  kind  or
character  which  may  be incurred by them as a  result  of  Tenant's
breach  of  this  covenant.  The provisions  of  this  article  shall
survive the expiration or sooner termination of this Lease.


                             ARTICLE 39

                               Broker

     Landlord  and Tenant represent to each other that they have  not
dealt  with  any  broker  or finder other than  Michael  Rescigno  of
Prudential Douglas Elliman Real Estate, 110 Walt Whitman Road,  Suite
105,  South Huntington, New York 11746 in connection with this Lease.
Landlord and Tenant shall indemnify and hold each other harmless from
and  against any and all claims, costs and expenses (including  court
costs  and  reasonable attorneys' fees, that may be incurred  by  the
other  as  a  result of claims made or suits brought by any  brokers,
finders  or  consultants  by reason of such  party's  dealings.   The
provisions of this Section 39 shall survive the expiration or earlier
termination of this Lease.


     IN WITNESS WHEREOF, the parties have executed this agreement the
date and year first above written.

                                  Landlord:
                                  65 RUSHMORE REALTY, LLC



                                  By:  /s/Robert Foschi
                                        Robert Foschi, Member



                                  Tenant:
                                  DIONICS INC.



                                  By: __/s/ Bernard Kravitz
                                        Bernard Kravitz, President