10

                                 LEASE AGREEMENT

                  THIS LEASE AGREEMENT is made this 9th day of September,  2002,
by and between POT SPRING CENTER LIMITED PARTNERSHIP,  whose address is P.O. Box
4127,  Timonium,  Maryland 21094, a Maryland  limited  partnership,  hereinafter
called "Landlord",  and ELECTROGRAPH  SYSTEMS,  INC., whose address is 40 Marcus
Boulevard, Huappauge, New York 11788, hereinafter called "Tenant".
                              W I T N E S S E T H :
                              ---------------------

                  THAT in consideration  of the rents and covenants  hereinafter
set forth,  Landlord  hereby  leases to Tenant,  and Tenant  hereby  leases from
Landlord,  certain  space in the building  known as the Pot Spring  Professional
Center,  1818  Pot  Spring  Road,  Suite  100,   Lutherville,   Maryland  21093,
hereinafter  called the "Building".  The Building and other  facilities  related
thereto are located on a parcel of land, hereinafter called the "Building Area".
This Lease shall be for the term,  upon the rents,  and subject to the terms and
conditions hereinafter set forth.

                  1.  LEASED PREMISES.

                  The portion of the Building  leased  hereunder is  hereinafter
referred to as the "Leased Premises" and contains  approximately  three thousand
two hundred eighty (3,280) square feet of leasehold  space,  Suite 100, as shown
on the  architectural  plans  attached  hereto  as  "Exhibit  A" and made a part
hereof.  For the  purposes  of  determining  the  square  footage  of the Leased
Premises,  leasehold  space is calculated  by measuring  from the outside of any
exterior  walls of the  Leased  Premises  to the center  line of any  partitions
constructed  which  separate the Leased  Premises from the remaining or adjacent
premises of the Building.

                  2.  TENANT'S LEASEHOLD IMPROVEMENTS.

                  2.01.  Alterations at Landlord's  Expense.  Landlord agrees to
complete all  improvements to the Leased Premises as shown on the  architectural
plans attached hereto as "Exhibit A" at Landlord's sole cost and expense, except
that Tenant shall pay for the audio visual alarm device,  the data cabling,  and
the cost of the carpet over and above $8.40 per square yard.

                  2.02.  Alterations at Tenant's Expense. Upon completion of the
improvements  by Landlord in Section  2.01  above,  Tenant  agrees to accept the
Leased  Premises in an "AS IS" condition  without  calling upon Landlord to make
any additional  expenditures or to perform any other work for the preparation of
the Leased  Premises for its use.  Landlord  represents  and  warrants  that all
improvements and installations will be in good working  condition.  Tenant shall
at its own cost and expense make any other  alterations and installations in the
Leased Premises required for Tenant's  business (the "Leasehold  Improvements"),
using a contractor  or  contractors  who shall have been  approved in writing by
Landlord,  which consent shall not be unreasonably withheld.  Tenant will comply
at its own expense with all present and future governmental requirements arising
out of, in connection with, or necessitated by the Leasehold Improvements.

                  2.03. Approval of Plans. Before commencing the construction or
installation of any Leasehold  Improvements,  Tenant shall submit to Landlord or
its  agent  for  Landlord's  written  approval,  which  approval  shall  not  be
unreasonably   withheld,   the  plans  and   specifications  for  the  Leasehold
Improvements.  No work  shall  be  commenced  thereunder  without  such  written
approval  and all  work to be  done by  Tenant  shall  be  performed  in  strict
accordance  with said approved  plans and  specifications  without any deviation
therefrom, unless first approved in writing by Landlord.

                  2.04.   Additional   Preconditions.   Before   commencing  any
Leasehold  Improvement  work,  Tenant  shall  also  comply  with  the  following
requirements:

     (a) Permits.  Obtain all necessary consents,  authorizations,  and licenses
from federal,  state, and/or municipal  authorities having jurisdiction over the
work to be done and no  Leasehold  Improvements  shall be  commenced  unless and
until all such necessary consents, authorizations, and licenses shall have first
been  obtained by the Tenant  and/or its  contractor  or other persons doing the
Leasehold Improvement work on behalf of Tenant;

     (b)  Contracts.  Enter into a contract  with its  contractor  and/or  other
persons  responsible for constructing or installing the Leasehold  Improvements,
which  contract  shall  provide,   among  other  things,   that  said  Leasehold
Improvement work shall be done in a good,  workmanlike manner in accordance with
the plans and specifications  previously approved and consents,  authorizations,
and licenses  previously  obtained  and which  contract  shall  provide that the
contractor  or other  persons  above  referred to will look solely to Tenant for
payment and will hold  Landlord and the Leased  Premises free from all liens and
claims of all persons furnishing labor or materials therefor,  or both, and will
also provide  that similar  waivers of the right to file liens shall be obtained
from  any and  all  subcontractors  or  materialmen.  A copy  of said  contract,
together with a duly executed  waiver of the right to file liens executed by the
contractor or other  persons above  referred to, shall be furnished to Landlord.
The contract shall further  provide that all labor employed in  construction  or
installing the Leasehold  Improvements shall be such as, in the sole judgment of
Landlord,  not to be unreasonably  withheld,  shall cause no labor difficulty or
other  jurisdictional  dispute  with  respect to any other  workers or groups of
workers then employed in or about the Building.

                  2.05.   Indemnification.   Tenant  shall  indemnify  and  save
harmless  Landlord  against any and all bills for labor performed and equipment,
fixtures,  and material  furnished to Tenant in  connection  with any  Leasehold
Improvements and against any and all liens,  bills or claims therefor or against
the Leased  Premises and from and against all loss,  damages,  costs,  expenses,
suits,  claims, and demands  whatsoever.  If Landlord shall incur any expense on
account of  Tenant's  failure  to pay any such  liens,  bills or  claims,  or on
account of Tenant's failure to comply with any regulation,  law, or order of any
lawful authority, then any such reasonable expense so incurred by Landlord shall
be deemed  additional  rent  under  this  Lease,  due and  payable  by Tenant to
Landlord, along with accumulated interest thereon pursuant to Section 29 hereof,
on the first day of the month  immediately  following the payment of the same by
Landlord.  Tenant or any  contractor  or  contractors  employed by Tenant or any
other persons constructing or installing  Leasehold  Improvements shall be fully
covered by workmen's compensation insurance and the certificate thereof shall be
furnished to Landlord before  commencement of any work by any such contractor or
persons.  Tenant  covenants and agrees to indemnify  and hold Landlord  harmless
from  any  and all  claims  for  personal  injury,  death,  or  property  damage
occasioned   during  the  progress  or  as  a  result  of  the  construction  or
installation of any Leasehold Improvements.

                  2.06.  Intentionally Omitted.

                  3.  TERM.

                  The term of this Lease shall  commence on December 1, 2002 and
shall be for a period of five (5) years,  expiring on November 30,  2007.  After
the execution of this Agreement,  each of the parties hereto agrees, upon demand
of the  other,  to execute a  declaration  in  recordable  form  expressing  the
commencement and termination dates of the Lease Term.

                  4.  RENT.

                  Tenant hereby  covenants  and agrees to pay Landlord,  without
notice or demand and without setoff of any kind, as Rent all of the following:

                  4.01. Annual Rent. An annual rent (hereinafter  referred to as
"Annual  Rent")  which during the first year of the Initial Term shall be in the
sum of FORTY-TWO  THOUSAND SIX HUNDRED  THIRTY-SIX  DOLLARS  ($42,636.00).  Said
amount shall be payable in equal  monthly  installments  of THREE  THOUSAND FIVE
HUNDRED  FIFTY-THREE  DOLLARS  ($3,553.00) in advance,  on the first day of each
full  calendar  month  during the first year of the Lease term.  The Annual Rent
payable  hereunder  shall increase at the rate of three percent (3%) during each
year of the Term of this Agreement.  The rent for the first month of the term of
the Lease shall be paid simultaneously upon the execution of this Lease.

                  4.02.  Additional Rent.
                         ---------------

                    4.02.1. Expense Adjustment. The Leased Premises constitutes
approximately ten percent (10%) of the total leasable space within the Building.
Tenant  hereby  covenants  and agrees to pay  Landlord  as  additional  rent ten
percent (10%), being Tenant's proportionate share, of the following:

                         (a) all taxes paid or incurred by Landlord  pursuant to
Section 9 below;

                         (b) all insurance premiums paid or incurred by Landlord
pursuant to Section 10 below.

                         (c)  all  Common  Areas  Expense  paid or  incurred  by
Landlord pursuant to Section 8 below.

                     4.02.2.    A statement of the anticipated  monthly expense
adjustments  for  the  period  between  the  commencement  of the  term  of this
Agreement  and the end of the current  calendar year are attached as "Exhibit B"
to this  Agreement.  Tenant  shall pay these  expense  adjustments  on a monthly
basis,  without  notice or demand,  concurrently  with the payment of the Annual
Rent.  Tenant shall  continue to make said monthly  payments  until  notified by
Landlord of a change thereof.  The current  expenses are estimated to be ONE AND
50/100  DOLLARS  ($1.50)  per square  foot per annum,  payable in equal  monthly
installments  of FOUR  HUNDRED TEN DOLLARS  ($410.00).  By March 1 of each year,
Landlord  shall  endeavor to give Tenant a statement  showing the total  expense
adjustments for the Building for the prior calendar year and Tenant's  allocable
share thereof,  prorated from the commencement of rental. In the event the total
of the monthly payments made by Tenant for the prior calendar year are less than
the Tenant's actual share of such expense adjustments, then Tenant shall pay the
difference  in a lump sum within ten (10) days after  receipt of such  statement
from Landlord and shall concurrently pay the difference in monthly payments made
in the  then  calendar  and the  amount  of  monthly  payments  which  are  then
calculated as monthly expense  adjustments based on the prior year's experience.
Any  over-payment  by Tenant  shall be  credited  towards  the  monthly  expense
adjustments  next coming due. The actual expense  adjustments for the prior year
shall be used for  purposes  of  calculating  the  anticipated  monthly  expense
adjustments for the then current year with actual  determination of such expense
adjustments after each calendar year as above provided;  except that in any year
in which resurfacing of parking or driveway facilities is contemplated  Landlord
shall  be  permitted  to  include  the  anticipated  cost of same as part of the
estimated  monthly  expense  adjustments.  Even  though the term has expired and
Tenant has vacated the Leased Premises,  when the final determination is made of
Tenant's share of said expense  adjustments for the year in which this Agreement
terminates,  Tenant shall  immediately  pay any increase due over the  estimated
expense adjustments previously paid and, conversely,  any overpayment made shall
be  immediately  rebated by  Landlord  to Tenant.  Failure of Landlord to submit
statements  as called for herein  shall not be deemed to be a waiver of Tenant's
requirement to pay sums as herein provided.

                    4.02.3 Other  Obligations as Additional Rent.  All  charges,
                           -------------------------------------
costs and expenses which the Tenant is required to pay hereunder,  together with
all interest and penalties  that may accrue thereon in the event of the Tenant's
failure to pay such  amounts,  and all  damages,  costs and  expenses  which the
Landlord  may incur by reason of any  default  of the  Tenant or  failure on the
Tenant's part to comply with the terms of this Agreement,  shall be deemed to be
additional  rent and, in the event of  nonpayment  by the Tenant,  the  Landlord
shall have all rights and remedies with respect  thereto as the Landlord has for
the nonpayment of the Annual Rent.

                  4.03.  Manner of Payment,  Late  Charges.  All Rent payable by
Tenant to the  Landlord  under this  Agreement  shall be paid to Landlord at the
office of Landlord herein designated by it for notices. Tenant will promptly pay
all Rent herein  prescribed  when and as the same shall  become due and payable.
Tenant  shall pay a "late  charge"  not in excess of eight  percent  (8%) of any
installment  of Rent  (or any  other  charge  or  payment  as may be  considered
additional  rental under this Lease) when paid more than ten (10) days after the
due date  thereof to cover the extra  expense  involved in  handling  delinquent
payments.  In  addition  to the eight  percent  (8%),  Tenant  agrees to pay any
attorney  fees  incurred  by  Landlord  as a result of the  Tenant's  delinquent
payment for Rent beyond the applicable grace period of ten (10) days.

                  5.  SECURITY DEPOSIT.

          Concurrently  with the  execution of this Lease,  Tenant has deposited
with the Landlord the sum of THREE  THOUSAND  NINE HUNDRED  SIXTY-THREE  DOLLARS
($3,963.00)  (herein called the "Security Deposit") as security for the faithful
performance  by Tenant of the terms and conditions of this  Agreement.  Landlord
shall have no obligation to account for the Security  Deposit except as provided
herein,  and such Security Deposit may be commingled with Landlord's other funds
without any liability to Tenant on account thereof. In the event Tenant defaults
in the  performance or observance of any of the terms,  covenants and conditions
of this  Agreement,  Landlord may use,  apply or retain the whole or any part of
the Security  Deposit to the extent  required for the payment of any installment
of Rent or for any such which  Landlord  may expend or be  required to expend by
reason of  Tenant's  default  in respect  to any of the  terms,  covenants,  and
conditions  of this  Agreement,  including  any  damages  or  deficiency  in the
reletting of the Leased Premises.  In the case of every such use, application or
retention  of any such sum,  Tenant on demand  shall pay to Landlord  the sum so
used,  applied or retained which shall be added to the Security  Deposit so that
the same shall be restored to its  original  amount.  In the event  Tenant shall
faithfully  and fully comply with all of the terms,  covenants and conditions of
this Agreement,  the Security  Deposit shall be returned to Tenant at the end of
the term and  after the  delivery  of the  exclusive  possession  of the  Leased
Premises to the Landlord.

                  6.  USE.

                  The  Leased  Premises  are  leased  to Tenant  solely  for the
purpose  of  conducting  therein  a  general  business  office  and  such use is
permitted  under the applicable  zoning laws for the Building.  Tenant shall not
use or permit the Leased Premises or any part thereof to be used for any purpose
or purposes other than the purpose or purposes for which the Leased Premises are
leased.  No use shall be made or permitted to be made of the Leased  Premises or
acts done which will  increase the existing rate of insurance on the Building or
related areas or cause the  cancellation  of any insurance  policy  covering the
Building or related areas or any part  thereof,  nor shall Tenant sell or permit
to be kept,  used or sold in or about the Leased  Premises any article which may
be prohibited by the standard form of fire insurance policies.  Tenant shall not
commit or suffer to be  committed  any waste  upon the  Leased  Premises  or any
public or private nuisance or any other act or thing which may disturb the quiet
enjoyment of any other tenant in the  Building.  Tenant shall not use the Leased
Premises  or permit  the same to be used in whole or in part for any  purpose or
use  that  is  deemed  to be in  violation  of  any  of  the  laws,  ordinances,
regulations  or rules of any public  authority  or  organization  at any time. A
judgment of any court of  competent  jurisdiction,  governmental  administrative
agency or the  admission by Tenant in any action or  proceeding  against  Tenant
that Tenant has violated any such laws, ordinances,  regulations or rules in the
use of the Leased Premises,  shall be deemed to be a conclusive determination of
the fact between Landlord and Tenant.

                  7.  COMMON AREA AND FACILITIES.

                  During the term of this Lease,  Tenant shall have the right of
nonexclusive use, in common with others, of the driveways,  footways and parking
area  provided that such use shall be subject to such rules and  regulations  as
Landlord may from time to time  prescribe  governing the same; and provided that
Landlord  shall at all times have full and  exclusive  control,  management  and
direction thereof.  Landlord shall further have the right to police the same; to
assign specific parking area for tenants and for visitors;  to close temporarily
all  or any  portion  of the  parking  areas  as  may  be  required  for  proper
maintenance  and/or repair;  to change the location,  layout and  arrangement of
parking areas,  driveways and footways from time to time; and, to do and perform
such other acts in and to such  areas as, in the use of its  business  judgment,
the  Landlord  shall  determine  to be advisable in order to improve the overall
operation  and/or  make  more  convenient  the use  thereof  by  tenants  of the
Building.

                  It is  understood  and agreed by the Tenant that the  Landlord
shall not employ any  security or parking  personnel  for either the Building or
the Leased  Premises or furnish any type of system to control the use of parking
spaces by either the Tenant, its customers or other third parties.  However,  in
the event that the tenants  leasing eighty percent (80%) of the total  leasehold
premises  of  the   Building   request  the   Landlord  to  employ  any  of  the
aforementioned  personnel  or systems,  Landlord  shall  provide and employ said
personnel or system and the costs  thereof shall be borne by the Tenant based on
the  percentage  that  Tenant's  Leased  Premises  bears to the total  leasehold
premises  occupied  by all  tenants  of the  Building,  said costs not deemed by
Landlord to be within the  definition  of "Common  Areas  Expense" as defined in
Section 8 of this  Agreement.  In  addition,  the cost of any  reserved  parking
designations,  implemented to control the use of parking spaces by the Tenant or
its clients,  customers or patients,  whether by marking or sign, shall be borne
by the Tenant,  said costs not deemed by Landlord to be within the definition of
"Landlord's operating cost" as defined in Section 8 of this Agreement.


<PAGE>



                  8.  COMMON AREAS EXPENSE.

                  Landlord will, subject to the expense adjustment reimbursement
provisions  described in Section  4.02.1,  operate and maintain the common areas
and  facilities  described  in  Section 7. For the  purpose  of this  Section 8,
"Common Areas  Expense"  shall be those costs of operating and  maintaining  the
common facilities in a manner deemed by Landlord, in its sole discretion,  to be
reasonable  and  appropriate  and for the best  interests  of the tenants in the
operation of the Building, including, without limitation, the following:

                  (a)  All  costs  and   expense  of   operating,   maintaining,
repairing, lighting, cleaning, painting, striping, insuring (including liability
for  personal  injury,  death and  property  damage and  workmen's  compensation
insurance coverage personnel), removing snow, ice and debris and/or amortization
of machinery and equipment used for such operations; and

                  (b) All  costs and  expense  for the  replacement  of  paving,
curbs,  walkways,  landscaping, drainage and lighting facilities; and

                  (c) All  costs  and  expense  of grass  cutting,  fertilizing,
planting, replanting and replacing flowers, shrubs or other exterior decorations
within the Building Area; and

                  (d)  Painting and decoration of all common areas; and

                  (e) All other expenses which would be considered as an expense
of owning,  maintaining,  operating  or  repairing  the  Building,  including  a
management  fee, under sound  accounting  principles,  subject  however,  to the
limitations specified under Section 7 and 12 of this Agreement.

                  9.  REAL ESTATE TAXES.

                  Landlord  shall be  responsible  for and shall pay to each and
all  appropriate  taxing  authorities  or third parties all taxes as hereinafter
defined in this Section. Tenant shall pay, as additional rent, its proportionate
share (as defined in Section  4.02.1 of this  Agreement)  of a sum equal to that
percent of the total real property tax bill,  including  water and sewer benefit
charges and  assessments,  which shall be in excess of the real  property  taxes
assessed  against the  Building  for the fiscal year  2002/2003 in the amount of
$27,429.95, which shall be considered the base tax year.

                  "Taxes" shall mean with respect to the Building (including all
land,  buildings  and  improvement)  all present  and future real estate  taxes,
assessments,  ad valorem  charges,  front  foot  benefit  charges  and all other
governmental  impositions and/or levies,  whether or not now customary or within
the contemplation of the parties hereto and regardless of whether the same shall
be extraordinary  or ordinary,  general or special,  foreseen or unforeseen,  or
similar or  dissimilar  to any of the  foregoing.  "Taxes shall further mean any
advances or escrow deposits paid or made to any taxing  authority or third party
such as lender on  account of any of the  foregoing.  If during the term of this
Lease  or any  extension  thereof  the  method  of  taxation  prevailing  at the
commencement  of the term of this Lease shall be altered or  eliminated so as to
cause all or any part of the items  listed in the  preceding  sentences  of this
paragraph to be replaced or supplemented  by a capital levy, tax,  imposition or
otherwise,  on the rents or income received from the Building  (provided the tax
on  such  income  is  not a tax  levied  on  taxable  income  from  all  sources
generally),  then the charge to the  Landlord  resulting  from such  modified or
replaced  method of  taxation  shall be deemed to be within  the  definition  of
"taxes".

                  All  reasonable   expenses  incurred  by  Landlord  (including
attorneys' fees and costs) in contesting,  appealing and/or negotiating  against
any increase in taxes or any increase in the assessment of the Building shall be
included as an item of taxes for the purpose of  computing  additional  rent due
under Section 4.02.1.

                  10.  INSURANCE.

                  Landlord  shall  maintain at all times during the term of this
Agreement  the following  policies of insurance  for the  Building,  which shall
cover the  improvements  to the Leased  Premises,  but which  shall not  include
Tenant's personal property located therein:

                  (a)  Fire and extended insurance coverage.

                  (b)  Rental insurance, as required by the Landlord's mortgagee
 or lender.

                  (c)  Umbrella  liability  insurance  with maximum  coverage of
up to Three Million  Dollars ($3,000,000.00).

                  (d)  Flood insurance, as required by Landlord's mortgagee or
lender.

                  (e)  Owned and  non-owned  automobile  insurance,  as required
by  Landlord's  mortgagee or lender.

                  (f)  Any other  insurance that may, from time to time, be
required by Landlord's  mortgagee or lender.

          Tenant shall pay, as  additional  rent,  its  proportionate  share (as
defined in Section  4.02.1 of this  Agreement) of a sum equal to that percent of
the total  insurance  bill (as defined  herein)  which shall be in excess of the
insurance charges for the year 2002/2003 in the amount of $4,299.00, which shall
be considered the base insurance year.



<PAGE>


                  11.  UTILITIES.

                  The respective parties to this Agreement  understand and agree
that the Tenant shall have separate  electrical  service for the Leased Premises
and shall apply to the  appropriate  public utility for the electrical  services
for the Leased  Premises  and,  accordingly,  shall be billed  directly  for all
electrical services to the Leased Premises.

                  Tenant shall pay  promptly  when due the charges for all other
utility services  rendered or furnished to the Leased Premises (whether by meter
or  sub-meter),  together  with  all  taxes,  levies  or other  charges  on such
utilities.  Tenant charges for water and sewer service (if any) furnished to the
Leased  Premises  shall  be a pro  rata  share  of the  respective  bill for the
Building  based upon the number of plumbing  fixtures  located within the Leased
Premises.  If Tenant  defaults  in the  payment  of any such  charges  or taxes,
Landlord may, at its option, pay the same for and on Tenant's account,  in which
event Tenant shall promptly  reimburse  Landlord thereof.  Landlord will provide
and  maintain the  necessary  mains and  electrical  conduits to bring water and
electricity to the premises.  Landlord shall under no circumstances be liable to
Tenant in damage or otherwise for any  interruption  in utility  services to the
Leased  Premises  caused by the  making of any  repairs or  improvements  to the
Building or to the Building Area.

                  12.  JANITORIAL SERVICES AND TRASH REMOVAL.

                  Tenant  shall  provide,  at its own expense,  such  janitorial
services as are  necessary to maintain the Leased  Premises in a sanitary,  good
and safe condition.  It is understood and agreed by the Tenant that the Landlord
shall not employ a janitor or furnish janitorial services to either the Building
or the Leased Premises. However, Landlord shall provide cleaning and maintenance
services for the common areas of the Building as described within the definition
of "Common Areas Expense" in Section 8 of this Agreement.

                  13.      RULES AND REGULATIONS.

                  Tenant agrees to be bound by such Rules and Regulations as may
be  adopted,  promulgated  and  amended by  Landlord  pertaining  to and for the
purpose of  maintaining  and  operating  the Building and the Building Area in a
clean and orderly  manner,  preserving  the safety and good order  thereof,  and
furthering  the  convenience  of welfare of all of the  tenants in the  Building
Area. A copy of these Rules and Regulations may be reasonably  amended from time
to time by Landlord.  Said Rules and Regulations and any reasonable  amendments,
changes or  additions  thereto  which  Landlord  may  hereafter  make are hereby
incorporated  in this  Lease and shall be  binding  upon  Tenant as if fully set
forth  herein,  provided that said Rules and  Regulations  shall in no way be in
conflict with any of the terms and  conditions of this Lease.  Any amendments or
additions to the Rules and  Regulations  shall be effective  upon written notice
thereof to Tenant in the manner provided in Section 34 hereof.

                  14.      REPAIRS.

                  Tenant will keep the interior of the Leased Premises, together
with all electrical,  plumbing and mechanical  installations therein,  servicing
the Leased Premises,  in good order and repair and will make all replacements at
its own expense.  Landlord represents and warrants that all installations are in
good working order.  Tenant will surrender the Leased Premises at the expiration
of the term,  or at such other time as it may  vacate the  premises,  in as good
condition as when received,  excepting  depreciation caused by ordinary wear and
tear and damage by fire, unavoidable accident, or act of God. Tenant must engage
the services of a reputable  heating,  ventilating and air conditioning  company
and obtain on an annual  basis,  a  one-year  service  policy  for the  heating,
ventilating  and  air  conditioning  equipment  for  the  Leased  Premises,  and
replacing  of filters  contained  within the  equipment  on at least a bi-annual
basis.  Cost of this policy shall be borne by the Tenant and a copy of same must
be mailed to Landlord  within ten (10) days of  occupancy in the initial year of
the term of the Lease  and ten (10)  days  after the first day of each and every
subsequent  year of occupancy  during the term of this Lease. If Tenant fails to
obtain  an  annual  service  policy as  herein  described,  or fails to  provide
Landlord  with a copy of said policy  within ten (10) days as  required  herein,
Landlord  shall have the right to obtain such  policy and charge  Tenant for the
cost of said  policy,  said cost to be paid by Tenant as  additional  rent under
this Lease.

                  Tenant will  promptly  repair at its own expense any damage to
the Leased  Premises  caused by bringing  into the  premises  any  property  for
Tenant's use or by the  installation or removal of such property,  regardless of
fault or by whom such damage shall be caused,  unless  caused by  Landlord,  its
agents,  employees  or  contractors;  and, in default of such repairs by Tenant,
Landlord  shall  make the same and  Tenant  agrees  to pay the cost  thereof  to
Landlord promptly upon Landlord's demand therefor.

                  Tenant shall be responsible for the maintenance,  cleaning and
repair of all interior and exterior doors,  windows and glass which comprise the
Leased Premises.

                  15.      PUBLIC LIABILITY INSURANCE.

                  With respect to the Leased Premises, Tenant will keep in force
at its own expense,  so long as this Agreement remains in effect,  Comprehensive
General   Liability   insurance   (providing  among  other  coverages:   Blanket
Contractual,   Personal  Injury,  Independent  Contractors,   Products/Completed
Operations  Hazard,   Automobile   Liability/Comprehensive   Form  and  Workers'
Compensation) with companies and in a form acceptable to Landlord with a minimum
of  One  Million  Dollars  ($1,000,000.00)  of  combined  single  limit  general
liability  coverage,  naming both  Landlord and Tenant as insured  parties;  and
Tenant  will  further  deposit  the  policy or  policies  of such  insurance  or
certificates  thereof,  with  Landlord.  If  Tenant  shall not  comply  with its
covenants made in this Section,  Landlord may at its option,  cause insurance as
aforesaid to be issued,  and in such event Tenant  agrees to pay the premium for
such insurance  promptly upon Landlord's demand. A certificate of insurance with
the aforementioned coverage must be issued not later than ten (10) days prior to
Tenant, its agents or contractors  entering the Leased Premises for occupancy or
to prepare the Leased Premises for occupancy. Also, whenever an insurance policy
is renewed or a policy issued,  Tenant shall immediately cause a "Certificate of
Insurance" to be delivered to Landlord.

                  16.      INDEMNITY BY TENANT.

                  Tenant will  indemnify  Landlord and save it harmless from and
against any expenses, loss or liability paid, suffered or incurred as the result
of any  breach by  Tenant,  Tenant's  agents,  servants,  employees,  customers,
contractors,  visitors or licensees, of any covenant or condition of this Lease,
and any and all claims,  actions,  damages,  liability and expense in connection
with loss of life, personal injury and/or damage to property arising from or out
of the occupancy or use by Tenant of the Leased  Premises or any part thereof or
any other part of the Building Area, or occasioned  wholly or in part by any act
or  omission  of  Tenant,  Tenant's  agents,  servants,  employees,   customers,
contractors, visitors or licensees; provided, however, that this indemnification
shall not apply to any such injury,  loss,  damage or liability arising from any
omission,  fault,  negligence or  misconduct  on the part of the  Landlord,  its
agents, servants, employees, contractors or licensees.

                  17.  FIRE OR OTHER CASUALTY.

                  If the Leased  Premises,  or any other portion of the Building
including  areas of ingress  and  egress,  shall,  through no fault of Tenant or
Tenant's  agents,  servants,  employees,  customers,  contractors,  visitors  or
licensees,  be damaged by fire,  the  elements,  unavoidable  accident  or other
casualty, but the Leased Premises are not thereby rendered untenantable in whole
or in part,  Landlord  shall promptly at its own expense cause such damage to be
repaired, and the rent shall not be abated; if by reason of such occurrence, the
Leased  Premises  shall be rendered  untenantable  only in part,  Landlord shall
promptly  at its own  expense  cause  the  damage to be  repaired,  and the rent
meanwhile  shall be  abated  proportionately  as to the  portion  of the  Leased
Premises  rendered  untenantable;  if by reason of such  occurrence  the  Leased
Premises shall be rendered  wholly  untenantable,  Landlord shall promptly at is
own expense cause such damage to be repaired,  and the rent  meanwhile  shall be
abated in whole,  unless within sixty (60) days after said  occurrence  Landlord
shall give Tenant  written  notice that it has  elected not to  reconstruct  the
destroyed premises in which event, this Agreement and the tenancy hereby created
shall cease as of the date of said  occurrence,  the rental to be adjusted as of
such  date.  All of the above  notwithstanding,  if  Landlord,  in its  absolute
discretion,  shall desire,  within a reasonable time after the occurrence of any
such  accident or casualty  (even  though the Leased  Premises may not have been
affected by the same) to demolish,  rebuild or reconstruct  the Building,  then,
upon written notice from Landlord to Tenant, this Agreement shall terminate on a
date to be  specified in such notice,  and all rent payable  hereunder  shall be
adjusted as of the time of the occurrence of any such accident or casualty.

                  18.  ALTERATIONS BY TENANT.

                  Unless  the  Landlord  shall  elect  that  all or  part of any
alterations  consented  to  by  the  Landlord  in  writing  shall  remain  after
expiration  of the Lease Term,  the Leased  Premises  shall be restored to their
original condition (except as to any part of said alterations which the Landlord
shall elect to remain) by the Tenant before the  expiration  of its tenancy,  at
its own expense.  The original  condition shall mean the condition of the Leased
Premises as of the commencement of this Lease,  ordinary wear and tear excepted.
Upon said election by Landlord, any such alterations,  improvements, betterments
and  mechanical  equipment,  including  but  not  limited  to  heating  and  air
conditioning systems,  shall become the property of the Landlord as soon as they
are affixed to the Leased Premises,  and all rights,  title and interest therein
of the Tenant shall  immediately  cease,  unless otherwise agreed to in writing.
The Landlord  shall have the sole right to collect any  insurance for any damage
of any kind to any of the  improvements  placed upon the Leased  Premises by the
Tenant.  If the making of any such  alterations,  or the obtaining of permits or
franchise  therefor  shall directly or indirectly  result in a franchise,  minor
privilege  or other tax or  assessment,  such tax or  assessment  shall be paid,
immediately upon its levy, by the Tenant.

                  19.      SIGNS.

                  Without  the  prior  written  consent  of the  Landlord,  such
consent not to be unreasonably withheld, the Tenant covenants and agrees that it
will not place or permit  any  signs,  lights,  awnings or poles in or about the
Leased  Premises,  nor paint or make any change in, to or on the  outside of the
Leased Premises,  nor do anything on or to the outside of the Leased Premises to
change the uniform  architecture,  paint or appearance of said building.  In the
event such consent is given,  the Tenant  agrees to pay any minor  privileges or
other tax therefore immediately when due.

                  Landlord  shall provide at its own cost a wall plaque with the
name of Tenant's  business and install such plaque on the exterior of the Leased
Premises.

                  20.      INGRESS AND EGRESS.

                  The Tenant  further  covenants and agrees not to pile anything
on the  sidewalk or parking lot in the front,  rear or sides of the  Building or
block said  sidewalk,  and not to do anything that  directly or indirectly  will
take away any of the rights of ingress  or egress  from any other  tenant of the
Landlord or do anything  which will, in any way,  change the uniform and general
design of any  property  of the  Landlord  of which the Leased  Premises  hereby
leased shall constitute a part or unit.

                  21.      LANDLORD'S SIGNS.

                  Intentionally omitted.

                  22.      WATER DAMAGE.

                  The Tenant covenants and agrees that the Landlord shall not be
held  responsible for and the Landlord is hereby released and relieved from, and
forever saved harmless from, any liability by reason of or resulting from damage
or injury to person or  property  of the Tenant or of anyone  else,  directly or
indirectly,  caused by (a) dampness or water in any part of the Leased  Premises
or in any part of any other property of the Landlord or of others and/or (b) any
leak or break in any part of the  Leased  Premises  or in any part of any  other
property of the Landlord or of others or in the pipes of the plumbing or heating
works thereof,  no matter how caused except in the event of gross  negligence by
the Landlord.

                  23.      EMINENT DOMAIN.

                  If during  the  Lease  term all or a  substantial  part of the
Leased  Premises be taken by eminent  domain,  this Agreement shall terminate as
of, and the Rent shall be apportioned  to and abate from and after,  the date of
taking,  and Tenant shall have no right to  participate  in any award or damages
for such taking and hereby assigns all of its right,  title and interest therein
to Landlord.  For purposes of this Paragraph,  "a substantial part of the Leased
Premises" shall mean such part thereof that the remainder of the Leased Premises
is rendered  inadequate and cannot practicably be repaired and improved so as to
be made adequate to permit Tenant to carry on its business to substantially  the
same efficiency as before the taking.

                  If during the Lease term less than a  substantial  part of the
Leased  Premises  (as  hereinabove  defined)  be taken by eminent  domain,  this
Agreement  shall  remain in full force and effect  according  to its terms;  and
Tenant  shall  have no right to  participate  in any award or  damages  for such
taking  and  hereby  assigns  all of its right,  title and  interest  therein to
Landlord,  and  Landlord  shall at its  expense,  up to but not in excess of the
amount  of the  award or  damages  received,  promptly  make  such  repairs  and
improvements  as shall be necessary to make the remainder of the Leased Premises
adequate to permit  Tenant to carry on its  business to  substantially  the same
extent and with substantially the same efficiency as before the taking. If, as a
result of such  taking,  any part of the  Building  is rendered  permanently  or
temporarily  unusable,  the Annual  Rent shall be reduced in an amount as may be
fair  and  reasonable;  however,  not  to  exceed  forty  percent  (40%)  of the
proportion  which  the  Building  Area so  taken or made  unusable  bears to the
building area space usable by Tenant prior to such taking.  If the  unuseability
is temporary,  the rental abatement shall be apportioned from the date of taking
to the date when full usability is restored.  If the taking shall not render any
part of the Building unusable, there shall be no abatement of Rent.

                  For the purpose of this  Section,  "taking  under the power of
eminent  domain"  shall  include  a  negotiated  sale or lease and  transfer  of
possession to a condemning  authority under bona fide threat of condemnation for
public  use,  and  Landlord  alone  shall have the right to  negotiate  with the
condemning  authority and conduct and settle all  litigation  connected with the
condemnation.  As hereinabove  used, the words "award or damages"  shall, in the
event of such sale or settlement, include the purchase or settlement price.

                  Nothing herein shall be deemed to prevent Tenant from claiming
and receiving from the condemning  authority,  if legally payable,  compensation
for the taking of Tenant's own tangible  property and damages for Tenant's  loss
of business, business interruption, or removal and relocation.

                  In no event shall a taking of less than ten  percent  (10%) be
deemed a taking of a "substantial part of the Leased Premises".

                  24.      INSPECTION AND ENTRY BY LANDLORD.

                  Tenant  will  permit,  and  hereby  authorizes  Landlord,  its
agents,  employees and  contractors  to enter the Leased  Premises and all parts
thereof during  business hours and upon  reasonable  notice to Tenant (or at any
time in case of any  emergency)  to install,  inspect,  maintain,  use,  repair,
replace,  remove and inspect  pipes,  ducts,  conduits and wires  passing  into,
through,  above or beneath the Leased Premises for the service to other parts of
the Building and to enforce or carry out any provision of this Lease.

                  25.      NO ASSIGNMENTS OR SUBLETTING.

                  Tenant  will not assign  this  Lease in whole or in part,  nor
sublet all or any part of the Leased  Premises,  without the written  consent of
Landlord  first  obtained,  which  consent  will not be  unreasonably  withheld.
Consent by Landlord to any  assignment  or  subletting  shall not  constitute  a
waiver  of the  necessity  for such  consent  to any  subsequent  assignment  or
subletting.  This prohibition against assigning or subletting shall be construed
to include prohibition against any assignment or subletting by operation of law.

              26. NOTICE OF DEFAULT TO LANDLORD AND MORTGAGEE AND RIGHT TO CURE.

                  If  Landlord  shall  fail to  perform  any  covenant,  term or
condition of this Agreement  required to be performed by Landlord,  Tenant shall
give,  by  certified  mail,  a notice of default to the  Landlord,  which  shall
specifically  set forth the nature of the  nonperformance  by the  Landlord  and
shall give the  Landlord  thirty (30) days within  which to cure such default or
nonperformance.  Said notice of default  shall be a condition  precedent  to the
institution by Tenant of any judicial  proceedings for nonperformance or default
against the  Landlord.  Tenant  agrees to give any  mortgagee  and/or Trust Deed
Holders,  by  certified  mail,  a copy of any notice of default  served upon the
Landlord,  provided  that prior to such  notice,  Tenant has been  notified,  in
writing,  of the address of such  mortgagees  and/or Trust Deed Holders.  Tenant
further  agrees that if Landlord shall fail to cure such default within the time
provided  for in this Lease  Agreement,  then the  mortgagees  and/or Trust Deed
Holders  shall have an  additional  thirty (30) days  within  which to cure such
default  or,  if such  default  cannot  be cured  within  that  time,  then such
additional  time as may be  necessary  if within  such  thirty  (30)  days,  any
mortgagee and/or Trust Deed Holders has commenced and is diligently pursuing the
remedies   necessary  to  cure  such  default  (including  but  not  limited  to
commencement of foreclosure  proceedings,  if necessary to effect such cure), in
which event this Lease shall not be terminated  while such remedies are being so
diligently pursued.

                  27.      DEFAULT BY TENANT.

                  27.01.    Events of  Default.  Any of the  following  events
shall  constitute  a default by Tenant:

                         (a)If  the  Rent  shall  be  in   arrears   beyond  the
applicable grace period for same; or

                         (b) If Tenant  shall have  failed to perform  any other
term,  condition or covenant of this Agreement on its part to be performed for a
period of ten (10) business days after notice of such failure from Landlord; or

                         (c)If the Leased  Premises  are vacant,  unoccupied  or
deserted  for a period of fifteen  (15) days at any time  during the Term by the
voluntary acts of Tenant; or

                          (d)If Tenant is  adjudicated  a bankrupt or insolvent
by a court of  competent  jurisdiction  or if any such  court  enters any order,
judgment  or decree  finally  approving  any  petition  against  Tenant  seeking
reorganization,  liquidation,  dissolution  or  similar  relief  or a  receiver,
trustee,  liquidator or conservator is appointed for all or substantially all of
Tenant's  assets and such  appointment  be not vacated  within  twenty (20) days
after the  appointment,  or if Tenant  seeks or  consents  to any of the  relief
hereinabove enumerated in this subparagraph (d) or files a voluntary petition in
bankruptcy or insolvency or makes an assignment of all or  substantially  all of
its assets for the benefit of creditors or admits in writing of its inability to
pay its debts  generally as they come due or files Articles of Dissolution  with
the appropriate authority of the place of its incorporation; or

                           (e)If  Tenant's  leasehold  interest  under  this
Agreement is sold under execution,  attachment or decree of court to satisfy any
debt  of  Tenant  or any  lien  (including  mechanic's  lien)  against  Tenant's
leasehold interest.

                    27.02.  Landlord's  Remedies.  In the event of default,
Landlord in addition  to any and all legal and  equitable  remedies it may have,
shall have the following remedies:

                           (a)To distrain for any Rent in default; and

                           (b)At any time after  default,  without  notice,  to
declare  this  Agreement  terminated  and enter the Leased  Premises  with legal
process;  and in such event Landlord shall have the benefit of all provisions of
law now or hereafter in force  respecting the speedy recovery of possession from
Tenant holding over to the same extent as if this Agreement had not been entered
into and Tenant waives any and all provisions for notice under such laws.

                  In the event of such termination,  Tenant shall immediately be
liable to Landlord for the sum of the  following:  (i) all Rent then in arrears,
without  apportionment  to the termination  date; (ii) all other  liabilities of
Tenant then accrued  under this  Agreement;  (iii) all of  Landlord's  costs and
expenses (including reasonable counsel fees) in connection with such default and
recovery of possession;  (iv) the amount by which the Rent, apportioned from the
date of termination to the end of the stated term of this Agreement  exceeds the
then fair rental value of the Leased Premises for such period; and (v) any other
damages recoverable by law.

                  27.03.  Remedies  Cumulative.  No mention in this Agreement of
any specific right or remedy shall preclude  Landlord from  exercising any other
right or from having any other remedy,  or from  maintaining any action to which
it may  otherwise  be  entitled  either at law or  equity;  and the  failure  of
Landlord to insist in any one or more instances upon a strict performance of any
covenant of this Lease or to exercise any option or right herein contained shall
not be construed as a waiver of relinquishment  for the future of such covenant,
right or option,  but the same shall remain in full force and effect  unless the
contrary is expressed in writing by Landlord.

                  28.      SUBORDINATION.

                  This Lease shall be subject to and subordinate at all times to
the lien of any  mortgages  and/or deeds of trust now or  hereafter  made on the
Leased  Premises  and to all advances  made or hereafter to be made  thereunder.
This  subordination  provision shall be self-operative and no further instrument
of subordination  shall be required.  The Tenant agrees to execute any documents
necessary,  subsequent to the execution of this Agreement, which are required to
effect a subordination.

                  29.      PERFORMANCE BY LANDLORD.

                  If Tenant shall fail to perform any covenant or duty  required
of it by this  Agreement or by law,  Landlord  shall have the right (but not the
duty) to enter the Leased  Premises,  if  necessary,  to  perform  the same with
notice (or without notice in the event of an emergency), but the reasonable cost
thereof shall be deemed to be additional rent.

                  30.      ASSIGNMENT BY LANDLORD.

                  If Landlord  should ever  assign  this  Agreement  or the Rent
hereunder to a creditor as security for a debt or otherwise, Tenant shall, after
notice of such  assignment and upon demand by Landlord or the assignee,  pay all
sums  thereafter  becoming due  Landlord  hereunder to the assignee and give all
notices  required  to be  given  Landlord  hereunder  both to  Landlord  and the
assignee and have all policies of insurance required hereunder endorsed so as to
protect the assignee's  interest as it may appear and deliver such policies,  or
certificates thereof, to the assignee.

                  31.  FORECLOSURE.

                  In the event the Leased  Premises are sold at any  foreclosure
sale or  sales,  by  virtue  of any  judicial  proceedings  or  otherwise,  this
Agreement  shall  continue  in full force and effect  and  Tenant  agrees,  upon
request, to attorn to and acknowledge the foreclosure purchaser or purchasers at
such sale as Landlord hereunder.

                  32.      WAIVER.

                  The   failure  of  the   Landlord  to  insist  upon  a  strict
performance of any of the terms, conditions and covenants herein contained shall
not be deemed a waiver of any rights or remedies  that the Landlord may have and
shall not be deemed a waiver of any  subsequent  breach or default in the terms,
conditions and covenants herein contained.

                  33.      RECORDATION COST.

                  In the  event  this  Agreement  or any  substitution  for this
Agreement  is recorded,  all costs of  recordation,  including  state and county
documentary  stamp taxes,  recordation  taxes and transfer taxes imposed thereon
shall be borne by the party recording this Agreement.

                  34.      NOTICES.

                  All  notices,   demands  and  requests   required  under  this
Agreement shall be in writing.  All such notices,  demands and requests shall be
deemed  to have  been  properly  given if sent by United  States  registered  or
certified mail,  return receipt  requested,  postage  prepaid,  addressed to the
addresses  of Landlord  and Tenant  first  above  written  unless  either of the
parties has so notified the other of a change in address, in which case the most
recent address shall be used.

                  35.      ESTOPPEL CERTIFICATES.

                  Tenant  agrees at any time  hereafter  upon not less than five
(5) days'  prior  notice by  Landlord,  to execute,  acknowledge  and deliver to
Landlord a statement in writing certifying that this Agreement is unmodified and
in full force and effect (or if there have been modifications,  that the same is
in full force as modified and stating the modifications). Such certificate shall
state the dates to which the rent and other  charges  have been paid in advance,
if  any,  and  whether  or not to the  best  knowledge  of the  signer  of  such
certificate Landlord is in default in performance of any covenant,  agreement or
condition  contained in this  Agreement;  if  applicable,  specifying  each such
default of which the signer may have knowledge,  it being intended that any such
statement delivered hereunder may be relied upon by third parties not a party to
this Agreement.

                  36.      QUIET ENJOYMENT.

                  If and so long as  Tenant  pays  the  Rent  and  performs  and
observes all the covenants and provisions hereof, Tenant shall quietly enjoy the
Leased Premises, subject, however, to the terms and provisions hereof.

                  37.      TERMINATION.

                  This  Agreement and the tenancy hereby created shall cease and
terminate at the end of the Lease Term,  or any  extension  or renewal  thereof,
without the necessity of any notice from either  Landlord or Tenant to terminate
the same,  and Tenant  hereby  waives  notice to vacate the Leased  Premises and
agrees that Landlord  shall be entitled to the benefit of all  provisions of law
respecting the summary  recovery of possession of premises from a tenant holding
over to the same extent as if statutory notice had been given.

                  38.      HOLDING OVER.

                  Any  holding  over after the  expiration  of the Lease Term by
Tenant  shall be deemed to be a tenancy from  month-to-month  and except for the
term thereof shall be on the same terms and conditions  specified herein, so far
as are applicable.

                  39.      NO OPTION.

                  The  submission  of this  Agreement for  examination  does not
constitute  a  reservation  of any  option  for the  Leased  Premises,  and this
Agreement  becomes effective as a lease only upon execution and delivery thereof
by Landlord and Tenant.

                  40.      ENTIRE AGREEMENT.

                  This writing is intended by the parties as a final  expression
of their  agreement  and as a  complete  and  exclusive  statement  of the terms
thereof,  all  negotiations,  considerations  and  representations  between  the
parties having been incorporated herein. No course of prior dealings between the
parties or their  affiliates  shall be relevant  or  admissible  to  supplement,
explain  or  vary  any of  the  terms  of  this  Agreement.  Acceptance  of,  or
acquiescence  in, a course  of  performance  rendered  under  this or any  prior
agreement  between  the  parties or their  affiliates  shall not be  relevant or
admissible  to determine the meaning of any of the terms of this  Agreement.  No
representations,  understandings  or agreements have been made or relied upon in
the making of this  Agreement  other than those  specifically  set forth herein.
This  Agreement  can only be  modified  in writing  signed by all of the parties
hereto or their duly authorized agents.

                  41.      CORPORATE APPROVAL.

                  If Tenant is a corporation,  Tenant shall provide to Landlord,
within ten (10) days of its execution of this  Agreement,  a copy of an executed
resolution  by its  Board  of  Directors,  authorizing  the  execution  of  this
Agreement and  authorizing  the  individual  executing this Agreement to execute
said Agreement on behalf of and in the name of the Corporation.  If Tenant shall
fail to provide the executed  resolution  within the time period  required under
this Section, Landlord may, at its option, declare this Agreement to be null and
void and of no further force or effect.

           AS  WITNESS,  the hands and seals of the  parties  hereto the day and
year first above written.

WITNESS:                              LANDLORD:
                                      POT SPRING CENTER LIMITED PARTNERSHIP


Mary Ann B. Owens                     By:/S/Lawrence J. Thanner
-----------------                        -----------------------
                                      Lawrence J. Thanner, Jr., General Partner

WITNESS:                              TENANT:
                                      ELECTROGRAPH SYSTEMS, INC.



Jim Mennie                            By: /S/ Sam Taylor
----------                                ---------------
                                          Sam Taylor, President